SC TO-T

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

KIEWIT MATERIALS COMPANY

(Name of Subject Company (Issuer))

RINKER MATERIALS CORPORATION

and

JEM LEAR ACQUISITION COMPANY, INC.

(Names of Filing Persons (Offerors))

Common Stock, Par Value $0.01

(Title of Class of Securities)

US49387R1005

(CUSIP Number of Class of Securities)

Mike F. Egan

Vice President and General Counsel

Rinker Materials Corporation

1501 Belvedere Road

West Palm Beach, Florida 33406

(561) 833-5555

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Mark D. Kaufman

Jeffrey M. Taylor

Sutherland Asbill & Brennan LLP

999 Peachtree Street, N.E.

Atlanta, Georgia 30309

(404) 853-8000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$648,073,541.00	$59,622.77

(1)

For purposes of calculating the filing fee pursuant to Rule 0-11(d), the Transaction Valuation was calculated on the basis of (i) 38,121,973 shares of common stock, par value $0.01 per share (the “Shares”), of Kiewit Materials Company, a Delaware corporation (the “Company”), including 2,118,537 shares of common stock that may be issued upon the conversion in full of the Company’s 8.028% Series 2000A Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures due 2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due 2011, and (ii) the tender offer price of $17.00 per Share.

(2)

The filing fee, calculated in accordance with Section 14(g)(3) of the Securities Exchange Act of 1934, as amended, is equal to $92 per $1,000,000 of the aggregate Transaction Valuation.

o  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:
Form or Registration No.: Filing Party:
Date Filed:

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1	o  going-private transaction subject to Rule 13e-3
o issuer tender offer subject to Rule 13e-4	o  amendment to Schedule 13D under Rule 13d-2

     Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

     This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Jem Lear Acquisition Company, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Rinker Materials Corporation, a Georgia corporation (“Parent”), to purchase all the outstanding shares (the “Shares”) of common stock, par value $0.01 per share, of Kiewit Materials Company, a Delaware corporation (the “Company”) (including Shares that may be received upon the conversion of the Company’s 8.028% Series 2000A Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures due 2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due 2011), at a purchase price of $17.00 per Share, payable net to the seller in cash without interest, pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated July 23, 2002 (the “Offer to Purchase”), and in the related Transmittal Letter (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to this Schedule TO. This Schedule TO is being filed on behalf of Purchaser and Parent.

      All information set forth in the Offer to Purchase filed as Exhibit (a)(1)(A) to this Schedule TO is incorporated by reference in answer to Items 1 through 13 in this Schedule TO, except those items as to which information is specifically provided herein.

Item 10.     Financial Statements

      Not material.

Item 12.     Exhibits

(a)(1)(A)	Offer to Purchase, dated July 23, 2002.
(a)(1)(B)	Form of Transmittal Letter.
(a)(1)(C)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(D)	Press Release of Rinker Materials Corporation, dated July 9, 2002 (incorporated by reference to Exhibit 99.1 to Schedule TO filed by Purchaser and Parent with the Securities and Exchange Commission on July 10, 2002).
(a)(1)(E)	Press Release of CSR Limited, dated July 10, 2002 (incorporated by reference to Exhibit 99.2 to Schedule TO filed by Purchaser and Parent with the Securities and Exchange Commission on July 10, 2002).
(a)(1)(F)	Press Release of Kiewit Materials Company, dated July 10, 2002 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 10, 2002).
(a)(1)(G)	Summary Publication, dated July 23, 2002.
(a)(1)(H)	Disclosure Statement for Canadian Residents, dated July 23, 2002.
(b)	Form of Loan Agreement of Rinker Materials Corporation.*
(d)(1)	Agreement and Plan of Merger, dated as of July 9, 2002, by and among Rinker Materials Corporation, Jem Lear Acquisition Company, Inc. and Kiewit Materials Company (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 10, 2002).
(d)(2)	Confidentiality Agreement, dated January 10, 2002, by and between Rinker Materials Corporation and Kiewit Materials Company.

*  Pursuant to Item 1007(d) of Regulation M-A, the name of the bank has been omitted from the Schedule TO but has been filed separately with the Securities and Exchange Commission.

2

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RINKER MATERIALS CORPORATION

By:  /s/ THOMAS G. BURMEISTER

Thomas G. Burmeister

Chief Financial Officer

JEM LEAR ACQUISITION COMPANY, INC.

By:  /s/ THOMAS G. BURMEISTER

Thomas G. Burmeister

Vice President and Treasurer

Dated: July 23, 2002

3

EXHIBIT INDEX

Exhibit
Number	Description
(a)(1)(A)	Offer to Purchase, dated July 23, 2002.
(a)(1)(B)	Form of Transmittal Letter.
(a)(1)(C)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(D)	Press Release of Rinker Materials Corporation, dated July 9, 2002 (incorporated by reference to Exhibit 99.1 to Schedule TO filed by Purchaser and Parent with the Securities and Exchange Commission on July 10, 2002).
(a)(1)(E)	Press Release of CSR Limited, dated July 10, 2002 (incorporated by reference to Exhibit 99.2 to Schedule TO filed by Purchaser and Parent with the Securities and Exchange Commission on July 10, 2002).
(a)(1)(F)	Press Release of Kiewit Materials Company, dated July 10, 2002 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 10, 2002).
(a)(1)(G)	Summary Publication, dated July 23, 2002.
(a)(1)(H)	Disclosure Statement for Canadian Residents, dated July 23, 2002.
(b)	Form of Loan Agreement of Rinker Materials Corporation.*
(d)(1)	Agreement and Plan of Merger, dated as of July 9, 2002, by and among Rinker Materials Corporation, Jem Lear Acquisition Company, Inc. and Kiewit Materials Company (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 10, 2002).
(d)(2)	Confidentiality Agreement, dated January 10, 2002, by and between Rinker Materials Corporation and Kiewit Materials Company.

*  Pursuant to Item 1007(d) of Regulation M-A, the name of the bank has been omitted from the Schedule TO but has been filed separately with the Securities and Exchange Commission.

EX-99.1(A) 3 g77293exv99w1xay.txt OFFER TO PURCHASE DATED 7/23/02 EXHIBIT (a)(1)(A) OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF KIEWIT MATERIALS COMPANY AT $17.00 PER SHARE NET IN CASH TO SELLER BY JEM LEAR ACQUISITION COMPANY, INC. A WHOLLY OWNED SUBSIDIARY OF RINKER MATERIALS CORPORATION THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 25, 2002, UNLESS THE OFFER IS EXTENDED. THE TENDER OFFER (THE "OFFER") BEING MADE PURSUANT TO THIS OFFER TO PURCHASE (THE "OFFER TO PURCHASE") IS BEING MADE FOR ALL OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE "SHARES"), OF KIEWIT MATERIALS COMPANY, A DELAWARE CORPORATION (THE "COMPANY") (INCLUDING ANY SHARES THAT MAY BE ISSUED UPON THE CONVERSION OF ALL SERIES OF THE COMPANY'S 8.028% SERIES 2000A CONVERTIBLE DEBENTURES DUE 2010, 7.35% SERIES 2000B CONVERTIBLE DEBENTURES DUE 2010, 8.25% SERIES 2000C CONVERTIBLE DEBENTURES DUE 2010, 7.81% SERIES 2000D CONVERTIBLE DEBENTURES DUE 2010 AND 6.60% CONVERTIBLE DEBENTURES DUE 2011 (COLLECTIVELY, THE "DEBENTURES")). THE OFFER IS BEING MADE IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 9, 2002 (THE "MERGER AGREEMENT"), BY AND AMONG RINKER MATERIALS CORPORATION, A GEORGIA CORPORATION ("PARENT"), JEM LEAR ACQUISITION COMPANY, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PARENT ("PURCHASER"), AND THE COMPANY. AS DISCUSSED IN MORE DETAIL IN THIS OFFER TO PURCHASE, IF A SUFFICIENT NUMBER OF SHARES ARE TENDERED IN THE OFFER AND PURCHASER ACCEPTS AND PAYS FOR THE TENDERED SHARES, THE SHARES NOT TENDERED IN THE OFFER WILL BE ACQUIRED BY PARENT IN A MERGER (THE "MERGER") OF PURCHASER INTO THE COMPANY, AS DESCRIBED IN MORE DETAIL IN THIS OFFER TO PURCHASE. THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD OF DIRECTORS") HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER, DETERMINED THAT THE OFFER AND THE MERGER ARE ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY (THE "STOCKHOLDERS") AND IS UNANIMOUSLY RECOMMENDING THAT THE STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. A SEPARATE CORRESPONDENCE DIRECTLY FROM THE COMPANY REGARDING ITS BOARD OF DIRECTORS' VIEW OF THE OFFER AND THE MERGER IS BEING DELIVERED TOGETHER WITH THIS OFFER TO PURCHASE. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST 90% OF THE TOTAL NUMBER OF SHARES OUTSTANDING AT THE EXPIRATION OF THE OFFER, INCLUDING SHARES ISSUED UPON CONVERSION OF THE DEBENTURES. THIS CONDITION MAY BE AMENDED OR WAIVED SO AS TO REDUCE THE PERCENTAGE IN THAT CONDITION TO ANY PERCENTAGE REPRESENTING AT LEAST A MAJORITY OF SHARES OUTSTANDING ON A FULLY DILUTED BASIS. SEE "CERTAIN CONDITIONS OF THE OFFER." IMPORTANT If you wish to tender all or any portion of your Shares, you should: - complete and sign the Transmittal Letter (or a copy of the Transmittal Letter) in accordance with the instructions in the Transmittal Letter; - have your signature guaranteed if required by Instruction 1 to the Transmittal Letter; - mail or deliver the Transmittal Letter (or a copy) and any other required documents to the Depositary (as defined herein); and - deliver the certificates for your Shares to the Depositary along with the Transmittal Letter (or copy). Questions and requests for assistance may be directed to D.F. King & Co., Inc., the Information Agent, at its address and telephone number set forth on the inside back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Transmittal Letter and other related materials may be obtained from the Information Agent. TABLE OF CONTENTS Summary Term Sheet.......................................... 1 Introduction................................................ 5 Terms of the Offer.......................................... 7 Withdrawal Rights........................................... 12 Acceptance for Payment and Payment.......................... 12 Certain U.S. Federal Income Tax Consequences................ 14 Price Range of and Dividends on Common Stock................ 14 Effect of the Offer on the Company's Exchange Act Registration.............................................. 15 Certain Information Concerning the Company.................. 16 Certain Information Concerning Parent, Purchaser and Ultimate Parent........................................... 19 Interest in Securities of the Company....................... 20 Source and Amount of Funds.................................. 21 Background of the Offer..................................... 22 Merger Agreement and Related Matters........................ 23 Purpose of the Offer and Plans for the Company.............. 33 Appraisal Rights............................................ 34 Certain Capital Transactions................................ 37 Certain Conditions of the Offer............................. 37 Certain Legal Matters....................................... 39 Fees and Expenses........................................... 40 Miscellaneous............................................... 40 i SUMMARY TERM SHEET Jem Lear Acquisition Company, Inc., a Delaware corporation, which is referred to in this Offer to Purchase as "Purchaser," "we" or "us," is offering to purchase (the "Offer") all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Kiewit Materials Company, a Delaware corporation (the "Company") (including any Shares that may be issued upon the conversion of the Company's 8.028% Series 2000A Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures due 2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due 2011 (collectively, the "Debentures")), for total consideration of $17.00 per share net in cash to the seller without interest. The following are some of the questions you, as a stockholder of the Company, may have, along with answers to those questions. We urge you to read the remainder of this Offer to Purchase and the Transmittal Letter carefully because the information in this summary is not complete and additional important information is contained in the remainder of this Offer to Purchase and the Transmittal Letter. Q. WHO IS OFFERING TO BUY MY SHARES? A. Jem Lear Acquisition Company, Inc. is a Delaware corporation that was formed for the purpose of making the Offer. We are a wholly owned subsidiary of Rinker Materials Corporation, a Georgia corporation, which is referred to in this Offer to Purchase as "Parent." Parent is an indirect, wholly owned subsidiary of CSR Limited, incorporated in New South Wales, Australia ("Ultimate Parent"). See "Certain Information Concerning Parent, Purchaser and Ultimate Parent." Under the rules of the Securities and Exchange Commission (the "SEC"), Parent may also be deemed to be making the Offer. Q. WHAT SHARES ARE BEING SOUGHT IN THE OFFER? A. We are offering to purchase all of the outstanding Shares as defined in the opening paragraph of this Summary Term Sheet. See "Terms of the Offer." Q. HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT? A. We are offering to pay $17.00 per Share net in cash to the seller without interest (the "Offer Price"), subject to reduction only for any applicable backup withholding or stock transfer taxes required by law to be withheld from payments to you. Purchaser and Parent will not be required to pay any brokerage fee or commission imposed by any broker, dealer, bank or other person to solicit tenders or effect the purchase. See "Terms of the Offer" and "Fees and Expenses." Q. WHY ARE YOU MAKING THIS OFFER? A. The Offer is the first step in Parent's plan to acquire the Company, as provided in the Agreement and Plan of Merger (the "Merger Agreement") dated as of July 9, 2002 among Parent, Purchaser and the Company. The Merger Agreement provides for the merger (the "Merger") of Purchaser with and into the Company following the purchase of Shares pursuant to the Offer. In the Merger, each Share (other than Shares (i) held by the Company, Purchaser or Parent, or any subsidiary of Purchaser or Parent, or (ii) as to which appraisal rights are properly exercised under Delaware law) will be converted into the right to receive the same consideration as is being offered to stockholders of the Company pursuant to this Offer. See "Merger Agreement and Related Matters -- Conversion of Shares." Q. DO I HAVE TO PAY ANY BROKERAGE OR SIMILAR FEES TO TENDER? A. As a record owner of your Shares, you will not have to pay any brokerage or similar fees to tender Shares in the Offer. However, if your shares are pledged to a lender, your lender may charge you a fee. You should consult your lender to determine whether any charges will apply. Q. DO YOU HAVE THE FINANCIAL RESOURCES TO PAY FOR THE SHARES? A. We will need approximately $650 million to purchase all of the Shares and to complete the Offer and the Merger. Parent has agreed to provide us with sufficient funds to complete the Offer from its own resources, 1 including through borrowings and under standby bank credit facilities. The Offer is not conditioned upon any financing arrangements. See "Source and Amount of Funds" and "Certain Conditions of the Offer." Q. IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER? A. Because we are offering to pay cash for the Shares rather than stock or other securities, because Parent has agreed to provide us with the funds needed to complete the Offer if the conditions described in this Offer to Purchase are satisfied, and because there are no financing contingencies related to the Offer, we do not think our financial condition is relevant to your decision whether to tender your Shares. Q. HOW LONG DO I HAVE TO TENDER IN THE OFFER? A. You will have until 5:00 p.m., New York City time, on September 25, 2002, to tender your Shares in the Offer, unless the Offer is extended. See "Terms of the Offer -- Procedures for Tendering Shares." If the Offer is extended, you will have additional time. Q. CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? A. Yes. We have agreed that we will extend the Offer if, at the time the Offer is scheduled to expire (including at the end of an earlier extension), any of the conditions to the Offer have not been satisfied. However, we may not extend the Offer past November 8, 2002 (or in certain circumstances December 8, 2002) without the consent of the Company. See "Terms of the Offer -- Extension of the Offer" and "Certain Conditions of the Offer." We may also extend the Offer if we are required to do so by the rules of the SEC in connection with any increase in the consideration to be paid pursuant to the Offer. See "Terms of the Offer." We may also elect to provide a "Subsequent Offering Period," which is an additional period of time beginning after we have purchased Shares tendered during the Offer, during which stockholders of the Company may tender their Shares and receive the Offer Price. See "Terms of the Offer -- Subsequent Offering Period." Q. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED? A. If we extend the Offer, we will inform Citibank, N.A. (the "Depositary"), which is the depositary for the Offer, of that fact and we will make a public announcement of the extension by not later than 9:00 a.m., New York City time, on the first business day after the day on which the Offer was scheduled to expire. Q. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? A. We are not obligated to purchase any tendered Shares unless the number of Shares tendered and not properly withdrawn prior to the expiration of the Offer equals at least 90% of the Shares outstanding on a fully diluted basis at the time of expiration of the Offer. We refer to that condition as the "Minimum Condition." However, we may elect to amend or waive the Minimum Condition so as to reduce the percentage of the Minimum Condition to any percentage representing at least a majority of the Shares. The Offer is also subject to a number of other conditions that are described more completely in this Offer to Purchase. See "Certain Conditions of the Offer." Q. HOW DO I TENDER MY SHARES? A. To tender Shares, you must deliver the certificates representing your Shares, together with a completed Transmittal Letter and any other documents required, to the Depositary not later than the time the Offer expires. See "Terms of the Offer -- Procedures for Tendering Shares." Q. CAN I PARTICIPATE IN THE OFFER IF I AM A DEBENTURE HOLDER? A. Yes. If you hold any one of five series of the Company's outstanding Debentures, you should have received a notice from the Company regarding the Company's redemption of your Debentures. You have until August 19, 2002 to convert the Debentures into Shares in accordance with the procedures provided in the Debentures, the indenture under which they were issued, and the redemption notice issued by the Company. If you convert your Debentures into Shares, you may tender those Shares to us as described in the Offer to Purchase. 2 Q. WHAT DO I DO IF MY SHARES ARE PLEDGED TO A BANK OR OTHER LENDER? A. If your Shares are pledged to a bank or other lender and you wish to tender your Shares in the Offer, you must first contact the lender to arrange for the delivery of the certificate representing the Shares to us. If the Offer is completed, the Depositary will pay the Offer Price to the lender, and the lender must represent to us that upon payment of the Offer Price, the Shares will be free and clear of any lien or other restriction imposed by the pledge. Q. HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? A. To withdraw Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw the Shares. You can withdraw Shares at any time until the Offer has expired and, if we have not agreed to accept your Shares for payment by 5:00 p.m. on September 25, 2002, you can withdraw them at any time after such time and date until we accept Shares for payment. If we decide to provide a Subsequent Offering Period, we will accept Shares tendered during that period immediately upon receipt of those Shares by the Depositary. As a result, you will not be able to withdraw Shares tendered in the Offering during any Subsequent Offering Period. See "Terms of the Offer" and "Withdrawal Rights." Q. WHAT DOES THE COMPANY'S BOARD OF DIRECTORS THINK OF THE OFFER? A. The Board of Directors of the Company unanimously approved the Merger Agreement, the Offer and the Merger. The Board of Directors of the Company has determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the stockholders of the Company and is unanimously recommending that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer. In addition, the Board of Directors of the Company waived the restrictions on transfers of Shares contained in the Company's Restated Certificate of Incorporation to the extent necessary to permit holders of Shares to tender their Shares in the Offer. See "Background of the Offer" and "Merger Agreement and Related Matters." The Company has prepared a statement containing additional information regarding the determination and recommendation of its Board of Directors that is being sent to stockholders of the Company together with this Offer to Purchase. Q. WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED IN THE OFFER? A. Assuming that the Offer is consummated but less than all of the Shares are tendered in the Offer, Parent will acquire complete ownership of the Company by merging Purchaser with the Company in the Merger. Consequently, as of the consummation of either the Offer or the Merger, as the case may be, we will own all of the capital stock of the Company. All stockholders of the Company who held Shares before the Merger who did not tender Shares in the Offer will receive the same price for their Shares that we paid in the Offer, unless such stockholders properly assert appraisal rights with respect to the Merger under Delaware law. See "Introduction" and "Appraisal Rights." Q. ARE APPRAISAL (DISSENTERS') RIGHTS AVAILABLE WITH RESPECT TO THE OFFER OR THE MERGER? A. Appraisal (dissenters') rights are not available with respect to the Offer, but they are available with respect to the Merger. If you are not in favor of the proposed Merger, if you do not tender your Shares, and if you comply with applicable procedures under Delaware law, you will be entitled to exercise appraisal rights. If the Offer is completed and we purchase Shares in the Offer, we will provide you with further information regarding the Merger, including instructions on how to perfect your right to seek an appraisal of your Shares under Delaware law in connection with the Merger. See "Background of the Offer," "Merger Agreement and Related Matters" and "Appraisal Rights." Q. FOLLOWING THE OFFER, WILL THE COMPANY CONTINUE AS AN SEC REPORTING COMPANY? A. Yes, but only until such time as the Company terminates the registration of the Shares under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Following the completion of the Offer, we anticipate that there will be so few remaining stockholders of the Company that the Company will be able to terminate the registration of the Shares under the Exchange Act. When such registration is terminated, the 3 Company will be relieved of the duty to file proxy and information statements under the Exchange Act, and its officers, directors and holders of more than 10% of its stock will be relieved of the reporting requirements and "short swing" profit provisions of Section 16 of the Exchange Act. See "Effect of the Offer on the Company's Exchange Act Registration." Q. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? A. If the Offer is completed and you have not tendered your Shares in the Offer, you will be entitled to receive in the Merger the same amount of cash per Share (without interest) that you would have received had you tendered your Shares in the Offer. Therefore, if the Offer and the Merger are completed, the only differences to you between tendering and not tendering your Shares are that (1) you will be paid earlier if you tender your Shares, and (2) if you choose not to tender your Shares, you will be permitted to exercise appraisal rights with respect to the Merger. Q. WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PROPOSED TRANSACTIONS? A. The receipt of the Offer Price or the merger consideration in exchange for Shares will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under applicable state, local or foreign income or other tax laws. You should consult your tax advisor about the particular effect the proposed transactions will have on you. See "Certain U.S. Federal Income Tax Consequences." Q. WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER? A. You can contact D.F. King & Co., Inc., which is acting as the information agent for our Offer, as follows: D.F. KING & CO., INC. 77 Water Street New York, New York 10005 (212) 269-5550 (800) 549-6746 4 To the Stockholders of Kiewit Materials Company: INTRODUCTION Jem Lear Acquisition Company, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Rinker Materials Corporation, a Georgia corporation ("Parent"), is offering to purchase all the issued and outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Kiewit Materials Company, a Delaware corporation (the "Company") (including any Shares that may be issued upon conversion of the Company's 8.028% Series 2000A Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures due 2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due 2011 (collectively, the "Debentures")), for total consideration (the "Offer Price") of $17.00 per Share net to the seller in cash without interest, subject to reduction only for any applicable backup withholding or stock transfer taxes required by law to be withheld from payments to you, on the terms and subject to the conditions set forth in this Offer to Purchase (the "Offer to Purchase") and in the related transmittal letter (the "Transmittal Letter"). The tender offer described in this Offer to Purchase is referred to as the ("Offer"). Unless the context indicates otherwise, as used herein, references to "you" or "Stockholders" shall mean holders of Shares and references to "we" or "us" shall mean Purchaser. You will not be obligated to pay brokerage fees or commissions on the sale of Shares pursuant to the Offer, although, as set forth in Instruction 6 of the Transmittal Letter, any applicable stock transfer taxes required by law to be withheld will be deducted from the Offer Price you will receive for your Shares. If your shares are pledged, your lender may charge you a fee in connection with your tender of Shares. If you fail to complete and sign the Substitute Form W-9 that is included in the Transmittal Letter, you may be subject to a required U.S. federal backup income tax withholding of 30% of the gross proceeds payable to you in the Offer. See "Terms of the Offer -- Backup Withholding." We will pay all charges and expenses of the Depositary, and D.F. King & Co., Inc., as information agent (the "Information Agent"), incurred in connection with the Offer. See "Fees and Expenses." The board of directors of the Company (the "Board of Directors" or the "Board") has unanimously approved the Agreement and Plan of Merger, dated as of July 9, 2002, by and among Purchaser, Parent and the Company (the "Merger Agreement"), the Offer and the Merger (as defined herein), determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the Stockholders, and is unanimously recommending that the Stockholders accept the Offer and tender their Shares to Purchaser. The factors considered by the Board in arriving at its decision to approve the Merger Agreement, the Offer, and the Merger and to recommend unanimously that the Stockholders accept the Offer and tender their Shares pursuant to the Offer are described in the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and Exchange Commission (the "SEC") and being delivered to you by the Company together with this Offer to Purchase. In addition, the Board of Directors of the Company has waived the restrictions on transfers of Shares contained in the Company's Restated Certificate of Incorporation (the "Restated Certificate") to the extent necessary to permit holders of Shares to tender their Shares in the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent, through Purchaser, to acquire control of, and all of the equity interests in, the Company. If all the conditions to the Offer are satisfied or, to the extent permitted, waived, and we purchase Shares tendered in the Offer, the Merger Agreement contemplates that Parent will acquire the remaining Shares that were not tendered in the Offer (if any) by merging Purchaser with the Company (the "Merger") in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), with the Company being the surviving corporation (the "Surviving Corporation") as a wholly owned subsidiary of Parent. As a result of the Merger, Purchaser will cease to exist as a separate corporate entity. Pursuant to the Offer, we are not required to purchase Shares unless, among other things, there is validly tendered and not properly withdrawn prior to the expiration of the Offer at least 90% of the total number of outstanding Shares on a fully diluted basis (including any Shares that may be issued upon the conversion of 5 the Debentures) at the expiration of the Offer (the "Minimum Condition"). However, Parent may agree to waive the Minimum Condition if it has acquired at least a majority of the Shares on a fully diluted basis. The Company has represented to us that, as of July 9, 2002, there were 36,003,436 Shares, and no shares of the Company's preferred stock, issued and outstanding. Also, as of that date, there were 2,118,537 Shares reserved for issuance upon conversion of the Debentures outstanding. Based on the foregoing and assuming (i) Parent has not waived the Minimum Condition, (ii) all of the Debentures have been converted in full into shares, and (iii) no additional Shares (or options, warrants or rights exercisable for, or securities convertible into, Shares) have been issued other than as set forth above, we would need to purchase approximately 34,309,776 Shares pursuant to the Offer for the Minimum Condition to be satisfied. If the Minimum Condition and other conditions to the Offer are satisfied (or, to the extent permitted, waived) and the Offer is consummated, we will own a sufficient number of Shares to ensure that the Merger (if necessary) will be approved. In addition, under the DGCL if the Minimum Condition is satisfied and not waived by us, we will be able to cause the Merger to occur without requiring a vote of the Stockholders. If, however, we waive the Minimum Condition to the extent permitted under the Merger Agreement and complete the Offer, a vote of the Stockholders will be required under the DGCL to approve the Merger, although our ownership would guarantee approval of the Merger. Certain other conditions to the Offer are described in "Certain Conditions of the Offer." We expressly reserve the right, in our sole discretion, to waive any one or more of the conditions to the Offer in accordance with the terms of the Merger Agreement, except that with respect to the Minimum Condition, we may waive such condition by reducing the percentage of Shares necessary to satisfy such condition to not less than a majority of the Shares on a fully diluted basis. This Offer to Purchase and the Transmittal Letter contain important information which should be read carefully before any decision is made with respect to the Offer. 6 TERMS OF THE OFFER GENERAL Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will purchase all Shares validly tendered and not properly withdrawn prior to the Expiration Date. The term "Expiration Date" means 5:00 p.m., New York City time, on September 25, 2002, unless the Offer has been extended in accordance with the terms of the Merger Agreement, in which event the term "Expiration Date" will mean the latest time and date at which the Offer (not including any Subsequent Offering Period (as defined below)), as so extended, will expire. Under the Merger Agreement, we may not accept for payment or pay for Shares in the Offer prior to September 25, 2002, and the Expiration Date cannot be extended beyond November 8, 2002 (except as set forth in "-- Extension of the Offer" below). We may also extend the Expiration Date for any period required by SEC rule or regulation in connection with an increase in the consideration to be paid in the Offer. If by the Expiration Date any or all of the conditions to the Offer have not been satisfied, we may, subject to the applicable rules and regulations of the SEC and subject to the terms of and the limitations set forth in the Merger Agreement, (a) terminate the Offer, not pay for any Shares and return all tendered Shares to tendering Stockholders, (b) waive or reduce all the unsatisfied conditions and, subject to any required extension, accept for payment and pay for all Shares validly tendered prior to the Expiration Date, (c) extend the Offer in the manner described below and, subject to your right to withdraw Shares, retain the Shares that have been tendered during the period or periods for which the Offer is extended, or (d) amend the Offer. AMENDMENT OF THE OFFER In the Merger Agreement, we agreed that we will not, without the prior written consent of the Company, (a) decrease the Offer Price, (b) change the form of consideration payable in the Offer, (c) reduce the maximum number of Shares to be purchased in the Offer, (d) amend or waive satisfaction of the Minimum Condition, other than to reduce the required percentage of Shares to any percentage that is not less than a majority, (e) impose additional conditions to the Offer in addition to those set forth in "Certain Conditions of the Offer" (collectively, the "Offer Conditions"), or (f) amend any other condition or term of the Offer in any manner adverse to the Stockholders. EXTENSION OF THE OFFER The Merger Agreement provides that we will extend the Expiration Date from time to time (with each such extension not to exceed ten business days) if at the scheduled expiration date of the Offer (i) any of the Offer Conditions (other than the Minimum Condition) have not been satisfied or waived but are reasonably capable of being satisfied on or before November 8, 2002, or (ii) the Minimum Condition shall not have been satisfied, or, to the extent permitted by the Merger Agreement, waived. In the event of any such extension, the Expiration Date shall not be extended beyond November 8, 2002 without the prior written consent of Purchaser and the Company, except as otherwise described below regarding an "Insurance Recovery Notice." However, under no circumstances will the Offer expire prior to 5:00 p.m. on September 25, 2002. The Merger Agreement also provides that, without the prior consent of the Company, we may extend the Offer for any period required by any rule or regulation of the SEC in connection with an increase in the consideration to be paid pursuant to the Offer, but there can be no assurance that we will exercise our right to extend the Offer. No interest will be paid on the Offer Price for Shares tendered, whether or not we exercise our right to extend the Offer. The foregoing rights and obligations are in addition to our rights pursuant to "Certain Conditions of the Offer." Any extension, amendment, delay, waiver or termination will be followed as promptly as practicable by public announcement. In the case of an extension, Rule 14e-1(d) under the Exchange Act requires that the announcement be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of 7 Rule 14d-4(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that any material changes be promptly disseminated to holders of Shares), we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to a national news service. As used in this Offer to Purchase, "business day" has the meaning set forth in Rule 14d-1(g)(3) under the Exchange Act. If we make a material change in the terms of the Offer, the information concerning the Offer, or waive a material condition of the Offer, we will extend it to the extent required by Rule 14e-1 under the Exchange Act. If there shall have occurred any event, or the disclosure of any act, omission, fact or circumstance, that individually or when considered together with any other matter, may have a Material Adverse Effect (as defined in "Merger Agreement and Related Matters - Termination - Certain Material Adverse Effects"), and the Company has a claim for an insurance recovery for any such occurrence, which, if paid (or if the carrier accepts coverage for such claim), would result in there being no Material Adverse Effect, then such occurrence shall not be deemed for the purpose of the Merger Agreement to constitute a Material Adverse Effect until the carrier of any applicable insurance has provided a final written notice to the Company of whether coverage of any such claim or any portion thereof for which a recovery is being sought will be unconditionally accepted or denied (an "Insurance Recovery Notice"). In the event that an Insurance Recovery Notice is provided, the Expiration Date will be extended to ten business days after the date on which such Insurance Recovery Notice is obtained, but in no event shall the date be extended beyond December 8, 2002, and all references in the Merger Agreement and this Offer to Purchase to the date "November 8, 2002" shall be so modified to reflect such extension. See "Merger Agreement and Related Matters -- Termination -- Certain Material Adverse Effects." CONSEQUENCES OF MATERIAL CHANGES IN THE OFFER If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in the percentage of securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. With respect to a change in price or a change in the percentage of securities sought, the Offer must remain open for a minimum period of ten business days. SUBSEQUENT OFFERING PERIOD Pursuant to Rule 14d-11 under the Exchange Act and the Merger Agreement, we may, subject to certain conditions, provide a Subsequent Offering Period from three to five business days in length following the Expiration Date (a "Subsequent Offering Period"). A Subsequent Offering Period is an additional period of time, following the expiration of the Offer and the purchase of Shares in the Offer, during which you may tender Shares not previously tendered into the Offer. Shares tendered during the Subsequent Offering Period may not be withdrawn. See "Withdrawal Rights." We will immediately accept for payment, and promptly pay for, all validly tendered Shares as they are received during the Subsequent Offering Period. We may elect to provide a Subsequent Offering Period by giving oral or written notice of such Subsequent Offering Period to the Depositary. If we decide to provide a Subsequent Offering Period, we will make an announcement to that effect by issuing a press release to a national news service on the next business day after the previously scheduled Expiration Date. Rule 14d-11 provides that we may provide a Subsequent Offering Period so long as, among other things, (i) the initial offering period (which will expire on September 25, 2002, unless extended) has expired, (ii) we offer the same form and amount of consideration for Shares in the Subsequent Offering Period as in the initial Offer, (iii) we immediately accept and promptly pay for all Shares tendered during the initial offering period prior to its expiration, (iv) we announce the results of the Offer, including the approximate number and 8 percentage of Shares deposited in the Offer, no later than 9:00 a.m. Eastern time on the next business day after the Expiration Date and immediately begin the Subsequent Offering Period, (v) the Offer is for all outstanding Shares and (vi) we immediately accept and promptly pay for all Shares as they are tendered during the Subsequent Offering Period. If we extend the Offer or if we are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment of Shares) for Shares or we are unable to pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent tendering Stockholders are entitled to withdrawal rights as described in "Withdrawal Rights." However, our ability to delay the payment for Shares we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities tendered by or on behalf of holders of securities promptly after the termination or withdrawal of such bidder's Offer. MAILING OF THE OFFER The Company has provided us with the names and addresses of all Stockholders and holders of Debentures for the purpose of disseminating this Offer to Purchase to Stockholders and, to the extent they decide to exercise their conversion rights, holders of Debentures. We will mail or cause to be mailed this Offer to Purchase, the related Transmittal Letter and other relevant materials to record holders of Shares and Debentures. PROCEDURES FOR TENDERING SHARES Valid Tender. For you to validly tender Shares in the Offer, you must deliver to the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase prior to the Expiration Date (a) a properly completed and duly executed Transmittal Letter (or facsimile thereof), together with any required signature guarantees, (b) all certificates representing the Shares to be tendered ("Share Certificates"), and (c) any other documents required by the Transmittal Letter. Persons who hold Debentures and wish to tender the Shares that they may receive upon the conversion of such Debentures must first properly exercise such conversion rights. See "-- Procedures for Tendering Shares -- Special Procedures for Holders of Debentures." Signature Guarantees. No signature guarantee is required on the Transmittal Letter if the Transmittal Letter is signed by the registered holder of Shares tendered therewith and such registered holder has not completed either the box entitled "Special Delivery Instructions to be Completed by Pledgees and Others" or the box entitled "Special Payment Instructions to be Completed by Pledgees and Others" on the Transmittal Letter. If a signature guarantee is required, a bank, savings and loan association or brokerage firm that is a participant in the Securities Transfer Agents Medallion Program, or a bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution" as such term is defined under the Exchange Act (each such institution, an "Eligible Institution"), must guarantee all signatures on the Transmittal Letter. See Instructions 1 and 5 of the Transmittal Letter and "-- Procedures for Tendering Shares -- Special Procedures for Holders of Pledged Shares." If Share Certificates are registered in the name of a person other than the signer of the Transmittal Letter, or if payment is to be made, or Share Certificates for Shares not tendered or not accepted for payment are to be returned, to a person other than the registered holder of the Share Certificates surrendered, the tendered Share Certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders appear on the Share Certificates, with the signatures on the Share Certificates, stock powers and the Transmittal Letter guaranteed as described above. See Instructions 1 and 5 of the Transmittal Letter. If Share Certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Transmittal Letter (or a facsimile thereof) with all requisite signature guarantees must accompany each such delivery. 9 Notwithstanding any other provision of the Offer, we will pay for Shares only after timely receipt by the Depositary of (a) Share Certificates for such Shares, (b) a Transmittal Letter (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and (c) any other documents required by the Transmittal Letter. Accordingly, tendering Stockholders may be paid at different times depending upon when Share Certificates with respect to Shares are actually received by the Depositary. Under no circumstances will we pay interest on the Offer Price of the Shares, regardless of any extension of the Offer or any delay in making such payment. Our acceptance for payment of Shares validly tendered pursuant to the Offer will constitute a binding agreement between the tendering Stockholder and us upon the terms and subject to the conditions of the Offer. Appointment as Proxy. By executing a Transmittal Letter as set forth above, you are irrevocably appointing our designees as your attorneys-in-fact and proxies in the manner set forth in the Transmittal Letter, each with full power of substitution, to the full extent of your rights with respect to the Shares that you tender and that we accept for payment and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares on or after the date of this Offer to Purchase, July 23, 2002 (the "Applicable Date"). All such proxies will be irrevocable and considered coupled with an interest in the tendered Shares. This appointment will be effective when, and only to the extent that we accept such Shares for payment pursuant to the Offer. Upon such acceptance for payment, all prior powers of attorney, proxies and consents given by you with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). Our designees will be empowered to exercise all voting and other rights with respect to the Shares and other securities or rights in respect of any annual, special, adjourned or postponed meeting of the Stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, we must be able to exercise full voting, consent and other rights with respect to such Shares and other securities or rights, including voting at any meeting of Stockholders. The foregoing proxies are effective only upon acceptance for payment of Shares pursuant to the Offer. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any meeting of the Company's Stockholders, which will be made only pursuant to separate proxy solicitation materials complying with the Exchange Act. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders determined by us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any condition of the Offer (to the extent permitted by the Merger Agreement) or any defect or irregularity in the tender of any Shares of any particular Stockholder whether or not similar defects or irregularities are waived in the case of other Stockholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of Purchaser, Parent, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Transmittal Letter and its instructions) will be final and binding on all parties. Backup Withholding. In order to avoid "backup withholding" of U.S. federal income tax on payments of cash pursuant to the Offer, you must, unless an exemption applies, provide the Depositary with your correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that you are not subject to backup withholding. If you do not provide your correct TIN or you fail to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on you and the payment of cash to you pursuant to the Offer may be subject to backup withholding of 30% of the amount of such payment. All Stockholders surrendering Shares pursuant to the 10 Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Transmittal Letter to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to us and the Depositary). Noncorporate foreign Stockholders should complete and sign the main signature form and, if eligible, a Certificate of Foreign Status, Form W-8BEN, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 10 to the Transmittal Letter. Special Procedures for Holders of Debentures. All of the Company's outstanding series of Debentures are convertible into Shares, under certain circumstances, including during the 30-day period preceding the date the Debentures have been called for redemption by the Company. A total of 2,118,537 Shares have been reserved for issuance upon conversion of the Debentures into Shares. On July 15, 2002, the Company issued a notice (the "Redemption Notice") to redeem all of the outstanding Debentures on August 19, 2002 (the "Redemption Date") at 100% of the principal amounts thereof, with interest accrued to the Redemption Date (the "Redemption Price"). This Redemption Notice was separately mailed by the Company to the holders of the Debentures. Accordingly, the holders of Debentures may exercise their right to convert their Debentures into Shares during the 30-day period ending on August 19, 2002. If a Debenture is not timely converted into Shares, the holder of the Debenture will receive payment of the Redemption Price. In order for a holder of Debentures to tender in the Offer any or all Shares that may be acquired by that holder upon a conversion of Debentures, the holder must first properly exercise his or her conversion rights in accordance with the terms of Debentures, the indenture under which the Debentures were issued and the Redemption Notice. The conversion procedure is detailed in the Redemption Notice and the form of Conversion Notice that accompanied the Redemption Notice. Once the conversion rights are properly exercised and the Company has issued to the holder a certificate evidencing the Shares issued upon conversion of such Debentures, the holder may then comply with the terms of this Offer and tender those Shares to Purchaser as otherwise described in "-- Procedures for Tendering Shares." Special Procedures for Holders of Pledged Shares. If Shares are pledged to a bank, financial institution or other lender (a "Pledgee") as collateral for money borrowed, and the Stockholder wishes to tender such Shares in the Offer, he or she must first contact the Pledgee to help complete the Transmittal Letter and to arrange for the delivery of his or her Share Certificates to us. Subject to, and effective upon, acceptance for payment of the Shares tendered in the Offer and the delivery to the Pledgee of the Offer Price for all Shares purchased from the Stockholder, the Pledgee must agree to (i) cancel and terminate any pledge agreement and all other security interests arising with respect to the Shares, (ii) have no rights with respect to the Shares, and (iii) cancel and terminate any other restrictions with respect to the Shares that would prevent or restrict the consummation of the Offer or our ability to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and all distributions related thereto. If the Shares are not purchased pursuant to the Offer for any reason, then (i) the Share Certificates for any such unpurchased Shares will be returned to the Pledgee, without expense to Pledgee and as promptly as practicable after the expiration, termination or withdrawal of the Offer and (ii) the cancellations, terminations and agreements set forth in the previous paragraph will be of no force and effect whatsoever with respect to such unpurchased Shares. All signatures on the Transmittal Letter with respect to pledged Shares must be guaranteed as described in "-- Procedures for Tendering Shares -- Signature Guarantees" above in accordance with the instructions to the Transmittal Letter. Failure to follow these procedures will render any purported tender of Shares ineffective. 11 WITHDRAWAL RIGHTS Except as otherwise described in this section, tenders of Shares made in the Offer are irrevocable. You may withdraw Shares that you previously tendered in the Offer at any time prior to the Expiration Date and, unless previously accepted for payment pursuant to the Offer, such Shares may also be withdrawn at any time after September 20, 2002 (except with respect to any Subsequent Offering Period, in which case no Shares may be withdrawn). For your withdrawal to be effective, you must timely deliver to the Depositary a notice of withdrawal by facsimile, hand delivery or overnight courier as set forth on the back cover page of this Offer to Purchase. This notice must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If Share Certificates have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. You may not rescind a withdrawal of Shares, and any Shares that you properly withdraw will be considered not validly tendered for purposes of the Offer. However, you may retender withdrawn Shares by again following one of the procedures described in "Procedures for Tendering Shares" at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding. None of Purchaser, Parent, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. If we extend the Offer or if we are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment of Shares) for Shares or we are unable to pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent tendering Stockholders are entitled to withdrawal rights as described in this section. However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities tendered by or on behalf of holders of securities promptly after the termination or withdrawal of such bidder's offer. If we provide a Subsequent Offering Period following the Offer, no Withdrawal Rights will apply to Shares tendered during such Subsequent Offering Period or to Shares tendered in the Offer and accepted for payment. ACCEPTANCE FOR PAYMENT AND PAYMENT Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), we will purchase, by accepting for payment and paying for, all Shares validly tendered and not withdrawn (as permitted by "Withdrawal Rights") promptly after the Expiration Date. Subject to the terms of the Merger Agreement, we will determine all questions as to the satisfaction of such terms and conditions in our sole discretion, and our determination will be final and binding on all parties. We expressly reserve the right, in our sole discretion, to delay acceptance for payment of or payment for Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder's Offer). 12 In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) Share Certificates for such Shares, (b) a Transmittal Letter (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and (c) any other documents required by the Transmittal Letter. For purposes of the Offer, we will be considered to have accepted for payment, and thereby purchased, Shares validly tendered as, if and when we give written notice to the Depositary of our acceptance for payment such validly tendered Shares. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price with the Depositary, which will act as agent for validly tendering Stockholders for the purpose of receiving payment from us and transmitting payment to tendering Stockholders. Under no circumstances will we pay interest on the Offer Price regardless of any extension of the Offer or any delay in making such payment. Upon the deposit of all required funds with the Depositary for the purpose of making payments in full to tendering Stockholders, our obligation to make such payment shall be satisfied and tendering Stockholders must thereafter look solely to the Depositary (and, in the case of pledged Shares, the Pledgee) for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. Any amounts related to applicable backup withholding or stock transfer taxes required by law to be withheld from payments to a Stockholder in connection with the transfer and sale to us of Shares pursuant to the Offer shall be paid out of the Offer Price for those Shares. We will pay all charges and expenses of the Depositary and the Information Agent. If we are delayed in our acceptance for payment of or payment for Shares or we are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering Stockholders are entitled to exercise, and duly exercise, withdrawal rights as described in "Withdrawal Rights." If we do not purchase any tendered Shares pursuant to the Offer for any reason, we will return Share Certificates for any such unpurchased Shares, without expense to you and as promptly as practicable after the expiration, termination or withdrawal of the Offer. If prior to the expiration date, we increase the price offered to holders of Shares in the Offer, we will pay the increased price to all holders of Shares that are purchased in the Offer, whether or not such Shares were tendered prior to the increase in price. If we provide a Subsequent Offering Period following the Offer, we will immediately accept and promptly pay for all Shares as they are tendered in the Subsequent Offering Period. 13 CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES The following is a summary of the material U.S. federal income tax consequences of the sale of Shares pursuant to the Offer and the exchange of Shares for cash pursuant to the Merger. This summary does not purport to be a description of all tax consequences that may be relevant to you, and assumes an understanding of tax rules of general application. It does not address special rules, which may apply to you based on your tax status, individual circumstances or other factors unrelated to the Offer or the Merger. It also does not address the applicability or consequences arising under any foreign (non-U.S.) tax laws or rules. You are encouraged to consult your own tax advisors regarding the Offer and the Merger. GENERAL Your receipt of cash for Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes, and may also be taxable under applicable state, local, foreign and other tax laws. For U.S. federal income tax purposes, if you sell or exchange your Shares in the Offer or the Merger you would generally recognize gain or loss equal to the difference between the amount of cash received and your tax basis for the Shares that you sold or exchanged. The gain or loss will be a capital gain or loss if the Shares are held as capital assets by you and will be a long-term capital gain or loss if your holding period for U.S. federal income tax purposes is more than one year at the time of the sale or exchange. Long-term capital gain of a non-corporate Stockholder is generally subject to a maximum federal tax rate of 20%. A Stockholder's ability to use capital losses to offset ordinary income is limited. BACKUP WITHHOLDING Under the U.S. federal income tax backup withholding rules, unless an exemption applies, we will be required to withhold 30% of all payments to which you are entitled pursuant to the Offer, unless you provide a tax identification number and certify under penalties of perjury, that the number is correct. If you are an individual, the tax identification number is your social security number. If you are not an individual, the tax identification number is your employer identification number. You should complete and sign the Substitute Form W-9, which will be included with the Transmittal Letter to be returned to the Depositary, in order to provide the information and certification necessary to avoid backup withholding, unless an applicable exception exists and is proved in a manner satisfactory to the Depositary. Certain Stockholders, including corporations and some foreign individuals, are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, however, he or she must submit, if eligible, a Certificate of Foreign Status on Form W-8BEN attesting to his or her exempt status. Any amounts withheld will be allowed as a credit against the holder's U.S. federal income tax liability for that year. The foregoing U.S. federal income tax discussion may not be applicable with respect to Shares received pursuant to the exercise of employee stock options or otherwise as compensation or with respect to holders of Shares who are subject to special tax treatment under the Internal Revenue Code, such as certain non-U.S. Persons, life insurance companies, tax-exempt organizations and financial institutions, and may not apply to a holder of Shares in light of individual circumstances. The discussion is included for general information only and is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change, possibly retroactively. You are urged to consult your own tax advisor with respect to the tax consequences of the Offer and the Merger, including the application and effect of state, local, or foreign income or other tax laws. PRICE RANGE OF AND DIVIDENDS ON COMMON STOCK The Shares are not listed on a national securities exchange or quoted on an inter-dealer quotation system. Thus, historical market or trading prices for the Shares are not available. The Restated Certificate contains restrictions on the transferability of Shares. The Restated Certificate also requires the Company, subject to the conditions and limitations set forth in the Restated Certificate, to 14 purchase Shares from holders who wish to sell them based upon a formula price. The formula price is based, in large part, on the prior year-end book value of the Company and remains fixed for the calendar year. According to the Company, the formula price was $7.14 per Share in 2000 and $7.86 per Share in 2001, and is $8.77 per Share in 2002. The 2002 per Share formula price will remain in effect for the rest of 2002. See "Certain Information Concerning the Company -- Selected Consolidated Financial Information." The Company has not in the past and does not intend in the future to pay dividends on its Common Stock. Further, the Merger Agreement does not permit the Company to pay any such dividends. EFFECT OF THE OFFER ON THE COMPANY'S EXCHANGE ACT REGISTRATION The Shares are currently registered under the Exchange Act. Registration of the Shares under the Exchange Act may be terminated upon notice to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its Stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with Stockholders' meetings and the related requirement of furnishing an annual report to Stockholders, and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions. It is likely that we will file notice to terminate registration of the Shares on behalf of the Company at the conclusion of the Offer if the Minimum Condition is satisfied (although we may be subject to proxy rules until effectiveness of the termination of registration) and if after the completion of the Offer the Company has fewer than 300 Stockholders of record. If more than 300 Stockholders of record remain at the completion of the Offer and the Merger is thereafter consummated, we will file notice to terminate such registration upon the Effective Time of the Merger. 15 CERTAIN INFORMATION CONCERNING THE COMPANY Except as otherwise described in this Offer to Purchase, all of the information concerning the Company contained herein has been furnished by the Company or has been taken from or based upon publicly available information. Neither Parent nor Purchaser assumes any responsibility for the accuracy or completeness of this information or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent or us. GENERAL The Company is a Delaware corporation with its principal executive offices located at 1100 Kiewit Plaza, Omaha, Nebraska 68131, and its telephone number is (402) 536-3661. The Company and its subsidiaries operate ready-mix, asphalt and aggregate operations in Arizona, Washington, Oregon, California, Wyoming, Nebraska, Utah and New Mexico. The Company, formerly a wholly owned subsidiary of Peter Kiewit Sons', Inc. ("PKS"), was incorporated on February 2, 1999, to consolidate the materials businesses of PKS under one holding company. The Company has two reportable business segments with three product lines: aggregates, ready-mix concrete and hot-mix asphalt. SELECTED CONSOLIDATED FINANCIAL INFORMATION Set forth below is selected consolidated financial information of the Company as published in the Company's Annual Reports on Form 10-K for the years ended December 31, 2001 and December 31, 2000, and the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, in each instance as filed with the SEC. See "Certain Information Concerning the Company -- Available Information" for information on how to obtain complete copies of these reports and other information about the Company.

FISCAL YEAR ENDED ------------------- QUARTER ENDED QUARTER ENDED 2001 2000 MARCH 31, 2002 MARCH 31, 2001 -------- -------- -------------- -------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Results of Operations: Total revenue......................... $508,819 $488,509 $113,231 $113,069 Net earnings.......................... $ 35,085 $ 27,052 $ 6,956 $ 5,834 Per Share: Net earnings(1) Basic.............................. $ 0.97 $ 0.74 $ 0.19 $ 0.16 Diluted............................ $ 0.94 $ 0.74 $ 0.19 $ 0.16 Dividends............................. $ -- $ -- $ -- $ -- Formula price(2)...................... $ 8.77 $ 7.86 $ 8.77(4) $ 7.86(4) Book value............................ $ 8.86 $ 7.90 --(5) --(5) Financial Position: Total assets.......................... $415,649 $376,243 $426,251 $382,536(4) Current portion of long-term debt..... $ 1,127 $ 1,112 $ 1,053 $ 1,531 Long-term debt, net of current portion............................ $ 2,534 $ 3,779 $ 1,953 $ 3,213 Redeemable Common Stock(3).............. $320,964 $288,011 $326,762 $292,656

- --------------- (1) Basic earnings per share were computed by the Company using the weighted average number of Shares outstanding during each period. Diluted earnings per Share gives effect to Debentures considered to be dilutive common stock equivalents. The potentially dilutive Debentures were calculated by the Company in accordance with the "if converted" method. This method assumes that the after-tax interest expense associated with the Debentures is an addition to income and the Debentures are converted into equity with the resulting Shares being aggregated with the weighted average Shares outstanding. 16 (2) Pursuant to the Restated Certificate, the formula price calculation is computed annually at the end of the fiscal year. All Share repurchases by the Company commencing during the subsequent year are valued at the previous fiscal year end formula price. See "Price Range of and Dividends on Common Stock." Thus, stock repurchased during 2001 was at $7.86 per Share. (3) Holders of Shares are prohibited from transferring the Shares in any manner except in a sale to the Company and to certain authorized transferees of the holders. The Company is generally required to purchase all Shares at the formula price. The aggregate redemption value of Shares at March 31, 2002, December 31, 2001 and December 31, 2000 was $316,464, $317,622 and $286,603, respectively. See "Price Range of and Dividends on Common Stock." A comparable figure at March 31, 2001 was not provided in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. (4) This information is not in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, but was provided by the Company. (5) This information is not in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. CERTAIN PROJECTIONS The Company provided us in its initial offering materials (dated January 2002) with summary projections of the Company that included the following:

2002 ------------ Projected revenues.......................................... $510,574,000 Projected operating earnings................................ $ 52,853,000 Projected net earnings...................................... $ 34,526,000

Separately, the Company provided us with projections of cash at the end of September 2002 of $129,268,000 and at the end of October 2002 of $133,843,000 (together, the "Company's Projections"). The Company had also provided projections for 2001, but those were superseded by the Company's actual financial information as set forth above. The Company's Projections were used in our due diligence with respect to the Company, but our offer to purchase was based on our extensive due diligence with respect to the Company's operations. It is our view that while in general the Company's Projections played a small part in making our decisions, the cash projections at September 2002 and October 2002 were a factor, among others, in our decision to proceed without a post-closing adjustment. See "Background of the Offer." We have been advised by management of the Company that the Company's Projections were produced by the Company's management, were not audited, and were not prepared for publication or with a view to complying with the published guidelines of the SEC regarding projections or with the American Institute of Certified Public Accountants guide for Prospective Financial Statements. Such information is being included in this Offer to Purchase solely because it was furnished to us in connection with the discussions giving rise to the Merger Agreement. The independent accountants of the Company have neither examined nor compiled the financial information set forth above and, accordingly, do not express an opinion or any other form of assurance with respect thereto. The Company's Projections, while they did not so state on their face, necessarily reflect numerous assumptions with respect to general business and economic conditions and other matters, many of which are inherently uncertain or beyond the Company's or our control, may not be apparent on the face of the Company's Projections and do not take into account any changes in the Company's operations or capital structure which may result from the Offer and the Merger. In addition, factors such as economic conditions in the markets served, levels of construction spending in the markets served, transportation costs, competition from existing or future competitors, our ability to integrate acquisitions quickly and effectively, industry performance, regulatory and financial conditions, and our ability to complete successfully the Offer, the outcomes of each of which are difficult to project, may cause the Company's Projections or the underlying 17 assumptions to be inaccurate. It is not possible to predict whether the assumptions made in preparing the projected financial information will be valid. Accordingly, there can be no assurance that the Company's Projections will be realized, and actual results may prove to be materially higher or lower than those contained in the projections. The inclusion of this information should not be regarded as an indication that we, the Company or anyone else who received this information considered it a reliable predictor of future events, and this information should not be relied on as such. None of us, the Company or any of our respective representatives assumes any responsibility for the validity, reasonableness, or completeness of the projected financial information, and the Company has made no representation to us regarding such information. AVAILABLE INFORMATION The Company is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is obligated to file reports and other information with the SEC relating to its business, financial condition and other matters. Information, as of particular dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities, any material interests of such persons in transactions with the Company and other matters is required to be disclosed in proxy statements distributed to the Stockholders and filed with the SEC. Such reports, proxy statements and other information are available for inspection at the public reference room at the SEC's principal office at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C., 20549. Copies may be obtained by mail, upon payment of the SEC's customary charges, by writing to its principal office at the above address. Further information on the operation of the SEC's Public Reference Room in Washington, D.C. can be obtained by calling the SEC toll-free at (800) SEC-0330. The SEC also maintains a web site on the Internet that contains reports, proxy statements and other information about issuers, such as the Company, who file such reports, statements and information electronically with the SEC. The address of that site is http://www.sec.gov. 18 CERTAIN INFORMATION CONCERNING PARENT, PURCHASER AND ULTIMATE PARENT Purchaser is a Delaware corporation and to date has engaged in no activities other than those incident to its formation and the commencement of the Offer. Purchaser is a direct wholly-owned subsidiary of Parent. The principal executive offices of Purchaser and Parent are located at 1501 Belvedere Road, West Palm Beach, Florida 33406. The telephone number for Purchaser and Parent is (561) 833-5555. Parent is a Georgia corporation and an indirect wholly-owned subsidiary of CSR Limited, incorporated in New South Wales, Australia ("Ultimate Parent"). Parent, through its subsidiaries, is one of the largest producers of construction materials in the United States, with products including concrete, concrete block, crushed stone and sand, asphalt, cement, concrete pipe and products, polyethylene pipe, wallboard and other building materials. Parent's sales for 2001 exceeded $2 billion. Ultimate Parent has its principal place of business at Level 1, 9 Help Street, Chatswood, New South Wales 2067, Australia. Its telephone number is (011) 61 2 9235 8000. Ultimate Parent, through its subsidiaries, is one of the world's largest construction and building materials companies, employing over 16,000 people worldwide at over 600 locations. Additional information concerning Ultimate Parent is set forth in the filings it has made with the SEC, and such filings may be obtained from the SEC as provided in "Certain Information Concerning the Company -- Available Information." The name, citizenship, business address, principal occupation and five-year employment history of each of the directors and executive officers of Purchaser, Parent and Ultimate Parent are set forth in Schedule I to this Offer to Purchase. None of Purchaser, Parent, Ultimate Parent nor, to their knowledge, any of the persons listed in Schedule I hereto, has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. 19 INTEREST IN SECURITIES OF THE COMPANY Neither Parent, Purchaser, nor any other associate, majority-owned subsidiary or affiliate of Parent or Purchaser (each, a "Purchaser Entity" and collectively, the "Purchaser Entities"), nor, to the knowledge of Parent or Purchaser, any of the persons listed in Schedule I hereto or any associate thereof, beneficially owns any equity security of the Company. No Purchaser Entity, and, to the knowledge of Parent or Purchaser, none of the Persons listed in Schedule I hereto or any associate thereof, has effected any transaction in any equity security of the Company during the past 60 days. Except as set forth in this Offer to Purchase, neither Parent, Purchaser, nor, to the knowledge of either of them, any of the persons set forth on Schedule I hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, without limitation, any contract, arrangement, understanding or relationship concerning, the transfer or the voting of any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies. Except as set forth in this Offer to Purchase, neither Parent, Purchaser, nor, to the knowledge of either of them, any of the persons listed in Schedule I hereto, has had any transactions with the Company, or any of its executive officers, directors or affiliates that would require reporting under the rules of the SEC. Except as set forth in this Offer to Purchase, there have been no contacts, negotiations or transactions between Parent or Purchaser, or their respective subsidiaries, or, to the knowledge of any of them, any of the persons listed in Schedule I hereto, on the one hand, and the Company or its executive officers, directors or affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, election of directors, or a sale or other transfer of a material amount of assets that would require reporting under the rules of the SEC. 20 SOURCE AND AMOUNT OF FUNDS The total amount of funds required to purchase all of the Shares pursuant to the Offer to Purchase, to consummate the Merger and to pay fees and expenses related to the Offer to Purchase and the Merger is estimated to be approximately $650 million. Purchaser will obtain all funds needed for the Offer to Purchase and the Merger from Parent. Parent currently anticipates obtaining such funds from standby credit facilities that it maintains with various lenders in the aggregate amount of $810 million, all of which is available for borrowing. One of the facilities has been amended to provide a $100 million increase in the line for five business days, which if borrowed must be repaid within five business days after such funds are borrowed. The maturity dates of these facilities range from March 2003 to July 2006 and have interest rates ranging from LIBOR plus 0.25% to LIBOR plus 0.40% per year. Otherwise, the relevant terms of these credit facilities, including affirmative and negative covenants, events of default and remedies in the event of default, are substantively similar. As an illustrative example of these credit facilities, we have filed a copy of one of them with the SEC as an exhibit to the Tender Offer Statement on Schedule TO to which this Offer to Purchase is an exhibit. Pursuant to the rules of the SEC, we have omitted the name of the bank with which we have established this facility from the Schedule TO. Borrowings under these facilities will be repaid by Parent in the ordinary course of business, including by utilizing cash on hand of the Company at the time the Merger is complete. The Offer is not contingent on Purchaser's or Parent's ability to obtain financing for the Offer. Purchaser and Parent expressly reserve the right to obtain financing for the Offer through alternative sources. However, currently no alternative financing arrangements or alternative financing plans exist. 21 BACKGROUND OF THE OFFER In early January 2002, David V. Clarke, the Chief Executive Officer of Parent, was contacted by James Goodwin, a director of the Company and a principal of James Goodwin Inc. and the Company's financial advisor, indicating that the Company was conducting a process to solicit interest in a potential sale of the Company and that Parent was being contacted as a potential bidder. On January 10, 2002, the Company and Parent signed a confidentiality agreement. On January 15, 2002, Parent received the Company's Confidential Memorandum which was provided to assist potential bidders to determine whether to submit an indication of interest with regard to a potential acquisition of the Company. On January 30, 2002, Parent submitted a non-binding indication of interest, which indication was based solely on the Confidential Memorandum and certain supplemental information provided by the Company as to potential corporate overhead savings and in response to six questions posed by Parent, but without the Parent's conducting due diligence. Thereafter, representatives of Parent attended presentations by Company management and conducted a preliminary due diligence review of the Company. On May 13, 2002, Parent submitted a bid to acquire the Company through a merger (without a tender offer). The bid was based on certain assumptions as to cash and was subject to a post-closing purchase price adjustment up or down based upon the cash and working capital of the Company on the closing date and was subject to a variety of conditions, including the completion of a number of due diligence matters. The bid also contained an escrow of a portion of the purchase price and an indemnity from the Stockholders for breaches of the Company's representations and warranties in the merger agreement. On May 15, 2002, Peter W. Trimble, the Vice President -- Strategy & Development of Parent, received a telephone call from Mr. Goodwin indicating that the Company was interested in pursuing a transaction with Parent if Parent would change the conditions in its bid relating to the escrow, the indemnification and several other provisions. On May 16 and 17, 2002, Mr. Clarke, Thomas G. Burmeister, Parent's Chief Financial Officer, Mr. Trimble, Mike F. Egan, Parent's Vice President and General Counsel, and Thomas B. Hyman, Jr. and Edward W. Kallal, Jr. of Sutherland Asbill & Brennan LLP ("Sutherland"), Parent's legal counsel, met in New York with Mr. Goodwin, Donald E. Bowman, the Company's Chief Financial Officer, Mark E. Belmont, the Company's General Counsel, and David K. Boston and Stuart R. Goldfarb of Willkie Farr & Gallagher ("Willkie Farr"), legal counsel to the Company. The primary purpose of this meeting was to discuss the terms and conditions of Parent's bid and to agree upon the scope and timing of the remaining due diligence review of the Company to be conducted by Parent. Following these meetings, the Company agreed on May 20, 2002 to deal exclusively with Parent for a 30-day period regarding a sale of the Company, and an exclusivity letter was signed on that date. Thereafter, the exclusivity period was extended three times. On June 19, 2002, it was extended through June 21, 2002. After May 20, 2002, the parties continued to negotiate the terms of the Merger Agreement and related documents, Parent conducted further due diligence, and Parent's senior management had numerous telephone conversations with the Company's management concerning the various agreement drafts and various aspects of the Company and its business. On June 21, 2002, representatives of Parent and Sutherland met with Mr. Goodwin and representatives of Willkie Farr in New York to review the status of the negotiations of the transaction, including the Merger Agreement and Parent's due diligence of the Company. Mr. Bowman and Mr. Belmont participated in this meeting via telephone. Following this meeting, the exclusivity letter was extended through June 24, 2002 with Parent undertaking to consider a transaction with a fixed per share purchase price and no post-closing working capital adjustment. On June 24, 2002, the exclusivity period was extended again until July 8, 2002. Following the meeting on June 21, 2002, the parties continued negotiations and entered into the Merger Agreement on July 9, 2002, providing for a purchase price of $17.00 per share, payable as provided in the Merger Agreement and as described in this Offer to Purchase. See "Introduction." 22 MERGER AGREEMENT AND RELATED MATTERS The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the Merger Agreement which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to the Tender Offer Statement on Schedule TO to which this Offer to Purchase is an exhibit (the "Schedule TO"). The Merger Agreement may be examined and a copy of it may be obtained in the manner set forth in "Certain Information Concerning the Company -- Available Information." THE OFFER Under the Merger Agreement, we agreed to commence the Offer within ten business days after July 9, 2002, the date on which the Offer was announced. We also agreed that, upon the terms and subject to prior satisfaction or waiver of certain conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment, and pay for, all Shares validly tendered pursuant to the Offer and not properly withdrawn on or prior to the Expiration Date, as it may be extended from time to time. The conditions to the Offer are described in "Certain Conditions to the Offer" and are referred to herein as the "Offer Conditions." DESIGNATION OF DIRECTORS Subject to applicable law, promptly upon the purchase by us of any Shares pursuant to the Offer, and from time to time thereafter as we acquire Shares, Parent will have the right under the Merger Agreement to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Parent representation on the Board equal to the product of (i) the total number of directors on the Board (giving effect to any increases in the number of directors on the Board in accordance with the terms of the Merger Agreement) and (ii) the percentage that the number of Shares beneficially owned by Parent, Purchaser or any of their respective affiliates bears to the number of Shares outstanding. However, prior to the completion of the Merger, the Board shall always have at least one director who is neither an officer of the Company nor is a designee, stockholder, affiliate or associate of Parent (the "Independent Director"). The Company also agreed to cause individuals designated by Parent to constitute the same percentage as is on the entire Board to be on (i) each committee of the Board of Directors and (ii) each board of directors and each committee thereof of each subsidiary of the Company. The Merger Agreement provides that the Company will, upon Parent's request, promptly take all actions necessary to cause Parent's designees to be validly elected or appointed to the Board, including without limitation, increasing the size of the Board or securing the resignations of such number of directors as is necessary to provide us with such level of representation. The identity, background and certain other information of the individuals Parent may designate for appointment to the Board under this provision are included in the Schedule 14D-9. THE MERGER The Merger Agreement provides that, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into the Company, with the Company as the surviving corporation (the "Surviving Corporation") in the Merger. Following the Merger, the Company will be a wholly owned subsidiary of Parent. As a result of the Merger, Purchaser's separate corporate existence will cease. MERGER WITHOUT A MEETING OF STOCKHOLDERS The Merger Agreement provides that if Purchaser has not waived the Minimum Condition and has purchased the Shares tendered in the Offer, the Company shall, at Parent's request, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the consummation of the Offer without a meeting of the Stockholders, in accordance with Section 253 of the DGCL. In that event, if you have not tendered your Shares in the Offer, you will be notified that the Merger has occurred and will be 23 provided with information regarding how to receive an amount in cash equal to the Offer Price, without interest, subject to reduction only for any applicable backup withholding or stock transfer taxes required by law to be withheld from payments to Stockholders (the "Merger Consideration"), or exercise your appraisal rights under the DGCL. See "Appraisal Rights." SPECIAL MEETING OF STOCKHOLDERS Unless the Merger is consummated in accordance with Section 253 of the DGCL (as discussed above), the Company is obligated to convene in accordance with applicable law a special meeting of its Stockholders promptly following the consummation of the Offer for the purpose of approving the Merger Agreement and related Merger (the "Special Meeting"). Approval of the Merger will not require a Stockholder meeting and vote unless Purchaser agrees to waive the Minimum Condition and complete the Offer, in which case Purchaser would own less than 90% of the fully diluted Shares. In this case, Purchaser would be unable to consummate the Merger without a Stockholder vote in accordance with Section 253 of the DGCL. In connection with that Special Meeting, the Company will provide to its Stockholders notice of the Special Meeting, a proxy statement and form of proxy or information statement, as the case may be, and any schedules required to be filed with the SEC in connection with the Special Meeting (collectively, the "Proxy Statement"). Except as described below under "Termination," the Proxy Statement will include the recommendation of the Board that Stockholders vote in favor of approval and adoption of the Merger Agreement and the Merger. Parent and Purchaser have each agreed that, at the Special Meeting, all of the Shares acquired pursuant to the Offer or otherwise owned or acquired by Parent, Purchaser or any of their affiliates will be voted in favor of the Merger. CONVERSION OF SHARES At the Effective Time, each outstanding Share (other than (i) Shares (if any) held in the treasury of the Company or owned by Parent, Purchaser or any subsidiary of Parent or Purchaser, all of which will be canceled without any exchange of consideration, or (ii) Shares owned by Stockholders who did not approve the Merger and have properly exercised and perfected appraisal rights in accordance with Section 262 of the DGCL) will, by virtue of the Merger and without action by the holder thereof, be converted into the right to receive the Merger Consideration upon surrender of the certificate representing such Share. CONVERSION OF EXISTING DEBENTURES Under the Merger Agreement, the Company was required to notify promptly all holders of its outstanding Debentures of the Company's redemption thereof as of a date not less than 30 days after the date of the notice. The Company will effect the redemption of the Debentures in accordance with the terms of the applicable indenture under which such Debentures were issued. On July 15, 2002, the trustee of the Debentures, at the Company's request, notified the holders of the Debentures of the Company's election to redeem the Debentures and the holders' right to convert the Debentures into Shares until August 19, 2002. If Debentures are converted into Shares, a Stockholder may then tender such Shares as described in the Offer to Purchase. See "Terms of the Offer -- Procedures for Tendering Shares -- Special Procedures for Holders of Debentures." CERTIFICATE OF INCORPORATION AND BYLAWS The Certificate of Incorporation and the Bylaws of Purchaser in effect immediately prior to the Effective Time will be the Certificate of Incorporation and Bylaws of the Surviving Corporation until amended in accordance with its Certificate of Incorporation and Bylaws, and applicable law. DIRECTORS AND OFFICERS Our directors immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed. 24 REPRESENTATIONS AND WARRANTIES The Merger Agreement contains representations and warranties by Parent, Purchaser and the Company. The Company made representations and warranties as to, among other things: - the Company's corporate organization and qualification; - the Company's capitalization; - the Company's subsidiaries and equity interests; - authority to enter into the Merger Agreement and to consummate the transactions contemplated thereby; - absence of conflicts and required filings and consents; - filings and reports with the SEC and the Company's financial statements; - absence of certain changes or events; - litigation; - insurance; - officers, directors and employment relationships; - labor relations; - employee benefit plans; - information supplied by the Company with respect to the Offer; - the conduct of the Company's business; - tax matters; - environmental matters; - the Company's real property; - intellectual property; - material contracts; - payments due to brokers and financial advisors; - the application of control share statutes to the Company; - Stockholder approvals required to adopt the Merger Agreement; - matters related to the Company's customers, suppliers and product liability claims; - transactions with affiliates; - the Company's books and records; and - completeness of information in the representations and warranties. Purchaser and Parent made representations and warranties as to: - corporate organization; - capitalization; - authority to enter into the Merger Agreement and to consummate the transactions contemplated thereby; - absence of conflicts and required filings and consents; 25 - availability of funds; - prior activities of Purchaser; - payments required to be made to brokers and finders; - information supplied by Purchaser and Parent with respect to the Offer; and - the limited right to use the "Kiewit" name. COVENANTS In addition to the matters described elsewhere in this section, the Merger Agreement includes a number of covenants of the parties relating to: preparation of materials related to the Offer and the Merger, including a Proxy Statement if necessary to solicit approval of the Stockholders; the convening of a meeting of Stockholders, if necessary, to approve the Merger; access to information; notification of certain matters; compliance with laws; confidentiality; public announcements; consents, approvals and filings; delivery of certain documentation; agreements to defend and indemnify; continuation of employee benefits; the payment of transfer taxes; and agreements not to amend certain agreements. The Merger Agreement also obligates the Company and its subsidiaries between the date of the Merger Agreement and the Effective Time (unless Parent otherwise consents in writing) to (i) conduct their operations and take actions only in the ordinary course of business and in a manner consistent with past practice, and (ii) use reasonable efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries, and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and others with whom the Company and its subsidiaries have significant business relations. Further, the Merger Agreement contains specific restrictive covenants as to the activities of the Company between the date of the Merger Agreement and the Effective Time. The Merger Agreement provides that, except as contemplated or permitted by the Merger Agreement, without first obtaining the written consent of Parent (which consent, with respect to the matters set forth in subsections (c), (d), (e), (h), (k) below and, to the extent the contemplated action relates to a matter set forth in such subsections, subsection (l), shall not be unreasonably withheld or delayed), the Company will not (and will not permit any of its subsidiaries to): (a) amend its Restated Certificate or Bylaws; (b) (i)(A) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock, except that a wholly owned subsidiary of the Company may declare and pay a dividend or make other distributions or loan advances to its parent or the Company, or (B) redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or other securities (other than repurchases of Shares in accordance with the Company's Restated Certificate or repurchases of the Debentures as provided in the Merger Agreement); (ii) issue, sell, pledge, hypothecate, assign, transfer or otherwise dispose of or encumber (whether or not for value) any (A) additional shares of its capital stock, (B) securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock or (C) of its other securities, other than Shares issued upon the conversion of the Debentures; or (iii) split, combine or reclassify any of its outstanding capital stock; (c) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any assets, except, with respect to clauses (A) and (B) above, (x) purchases of inventory, equipment and supplies in the ordinary course of business consistent with past practice or (y) other purchases of less than $1,000,000 and otherwise in the ordinary course of business consistent with past practice; (d) except in the ordinary course of business, enter into any material contract that involves future aggregate annual payments of $1,000,000 or more, amend in any material respect or terminate any material contract, or waive, release or assign any material rights or claims thereunder; 26 (e) transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any material property or assets, other than transfers or dispositions of (i) excess or obsolete assets, (ii) assets in the ordinary course of business and consistent with past practice, or (iii) assets having an aggregate value of no more than $1,000,000; (f) (i) enter into any employment or severance agreement with or, except in accordance with the existing policies of the Company or any contractual obligation, grant any severance or termination pay to any officer, director or employee of the Company or any subsidiary; or (ii) hire or agree to hire any new or additional officers; (g) except as required under the terms of any existing employee benefit plan, employment agreement or other agreement, or to comply with applicable law, (A) adopt, enter into, terminate, amend or increase the amount or accelerate the payment or vesting of any benefit or award or amount payable under any employee benefit plan or other arrangement for the current or future benefit or welfare of (i) any director or officer, or (ii) other than in the ordinary course of business consistent with past practice, any employee; (B) increase in any manner the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee, including without limitation, any payment to the Company's financial advisor, other than such increases in compensation or fringe benefits of, or payments of bonuses to, persons permitted by the Merger Agreement; (C) other than benefits accrued through the date hereof and other than in the ordinary course of business for employees other than officers or directors of the Company or any subsidiary, pay any benefit not provided for under any employee benefit plan; or (D) issue any Convertible Debentures or make any grant or award to any director, officer or employee of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or any removal of existing restrictions in any employee benefit plans or agreements or awards made thereunder; (h) (i) except in the ordinary course of business in amounts consistent with past practice, incur or assume any indebtedness for money borrowed; (ii) incur or modify any material indebtedness or other liability; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, except in the ordinary course of business and consistent with past practice; or (iv) except for advances or prepayments in the ordinary course of business in amounts consistent with past practice, make any loans, advances or capital contributions to, or investments in, any other person (other than customary loans or advances to employees in accordance with past practice that in the aggregate do not exceed $100,000); (i) change the accounting methods used by the Company or its subsidiaries unless required by generally accepted accounting principles; (j) other than in the ordinary course of business consistent with past practice, make any tax election or settle or compromise any tax liability; (k) settle or compromise any claim, litigation or other legal proceeding, other than in the ordinary course of business consistent with past practice and involving less than $100,000; or (l) enter into an agreement, contract, commitment or arrangement to do any of the foregoing, or to authorize, recommend, propose or announce an intention to do any of the foregoing. 27 NO SOLICITATION The Company has agreed to cease, and cause its representatives to cease, any existing activities, discussions or negotiations with any parties (other than Parent, Purchaser or any of their respective affiliates) conducted prior to the date of the Merger Agreement with respect to any Takeover Proposal (as defined below). In addition, the Company has agreed not to, and to not permit any of its subsidiaries to: - solicit or initiate any inquiries regarding, or the submission of, any Takeover Proposal; - participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, any Takeover Proposal; or - enter into any agreement with respect to, or approve, any Takeover Proposal. For these purposes, a "Takeover Proposal" means any proposal or offer from a third party to acquire beneficial ownership of all or a material portion of the assets of the Company or any of its material subsidiaries or 30% or more of any class of equity securities of the Company or any of such subsidiaries pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer or similar transaction with respect to either the Company or any of such subsidiaries, with a "material portion" of the assets of the Company or any material subsidiary to be at least 30% of the book value of such entity's assets. Notwithstanding the foregoing, the Company and the Board of Directors may take and disclose to the Stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, or make any disclosure to the Stockholders if, based on advice from outside counsel, the Board of Directors determines in good faith that failing to do so would be reasonably likely to violate its fiduciary duty under the DGCL. Further, prior to the time of acceptance of Shares for payment pursuant to the Offer, the Company may furnish information concerning its business, properties or assets to any person or group, and may negotiate and participate in discussions and negotiations with such person or group concerning a Takeover Proposal if (i) such person or group has submitted an unsolicited written Takeover Proposal which the Board of Directors believes in good faith is reasonably likely to lead to a Superior Proposal (as defined below) and (ii) the Board of Directors determines in good faith, based upon advice of outside counsel, that failing to do so would be reasonably likely to violate the Board of Directors' fiduciary duties to the Stockholders under the DGCL. The Company has agreed to promptly notify Parent of the existence and material terms of any proposal or inquiry received by the Company from a third party after the date of the Merger Agreement with respect to any Takeover Proposal prior to furnishing any non-public information to, entering into negotiations with, or accepting a Superior Proposal from such third party. The Company has also agreed to use all reasonable efforts to keep Parent informed of the status and details of any such Superior Proposal. Under the Merger Agreement, a Superior Proposal means a bona fide written Takeover Proposal by a third party, where (i) the Board of Directors determines in good faith that such proposal is more favorable to the Stockholders than the Offer and the Merger (based on advice of the Company's independent financial advisor), (ii) financing, to the extent required, is then committed for such proposal or in the good faith judgment of the Board of Directors is reasonably likely to be obtained by such third party and (iii) in the good faith reasonable judgment of the Board of Directors of the Company, such proposal is reasonably likely to be consummated. Except as described below, the Company has agreed that neither the Board of Directors nor any committee thereof will (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Purchaser, the approval or recommendation by the Board of Directors or a committee thereof of the Merger Agreement or the transactions contemplated thereby, (ii) approve or recommend, or propose to approve or recommend, any Takeover Proposal, or (iii) enter into any agreement with respect to any Takeover Proposal. The Board of Directors may, prior to the time of acceptance for payment of Shares pursuant to the Offer, withdraw or modify its approval or recommendation of the Merger Agreement or the transactions contemplated thereby, approve or recommend a Superior Proposal, or enter into an agreement with respect to a Superior Proposal, only if (i) the Company shall have received a Superior Proposal and (ii) the Board of 28 Directors determines in good faith, based upon advice of outside counsel, that the failure to take such action would be reasonably likely to violate the Board's fiduciary duties to the Stockholders under the DGCL. DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE The Merger Agreement requires that Parent shall cause the Surviving Corporation to honor all rights to indemnification existing in favor of the present or former directors, officers, employees or agents of the Company and its subsidiaries and persons serving in like capacities for another corporation or entity at the request of the Company (collectively, the "Indemnified Parties") arising out of or pertaining to any act or omission of any Indemnified Party occurring at or prior to the Effective Time, including, without limitation, the transactions contemplated by the Merger Agreement, as such indemnification rights are provided in the Restated Certificate or Bylaws of the Company or any of its subsidiaries in effect as of the date of the Merger Agreement. These obligations shall continue for six years after the Effective Time. Further, the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties. The Company has obtained, or it will obtain prior to the Effective Time, an extension of coverage for its existing directors' and officers' liability insurance policy and certain other insurance policies described in the Merger Agreement in an amount not less than the coverage that was in place as of the date of the Merger Agreement. The Surviving Corporation shall not terminate or modify this coverage, and neither Parent nor the Surviving Corporation shall have any obligation to purchase any additional insurance with respect to the Indemnified Parties or to make any payments with respect to this coverage. The Surviving Corporation shall not have any obligation to provide indemnification as described above unless (i) the carrier of these insurance policies has denied coverage of the claim (or any portion thereof) for which indemnification is being sought and the claimant has cooperated with the reasonable requests of the Surviving Corporation regarding such policies, or (ii) the coverage under such policies has been exhausted. In the event the Surviving Corporation consolidates with or merges into or otherwise transfers all or substantially all of its assets, proper provision will be made so that the successor assumes the foregoing obligations. EMPLOYEE MATTERS The Merger Agreement requires the Surviving Corporation and its subsidiaries to comply with the terms of all existing written employment, severance, consulting and salary continuation agreements between the Company or any subsidiary and any current or former officer, director, employee or consultant of the Company or any subsidiary or group of such officers, directors, employees or consultants. To the extent permitted under any applicable law, each employee of the Company or any subsidiary shall be given credit under the following employee benefit plans maintained by Parent in which they become participants as employees of the Surviving Corporation or any subsidiary for all service currently credited by the Company or such subsidiary under comparable plans of the Company or any subsidiary: (i) under Parent's 401(k) plans, for purposes of eligibility to participate and vesting; (ii) under Parent's severance policy, for purposes of eligibility to participate and the calculation of the amount of the severance payment; and under the Company's severance policy, such calculation is currently made on the basis of one week of severance pay for each full year of service (but limited in all events to 26 weeks of severance pay); and (iii) under Parent's paid time off policy, for purposes of eligibility to participate and of the calculation of the amount to be accrued. If any such employee participates in any of Parent's defined benefit pension plans (which is not expected to occur), no service credit will be granted. 29 CONDITIONS TO CONSUMMATION OF THE MERGER Pursuant to the Merger Agreement, the parties' obligations to consummate the Merger are subject to the following conditions: - We must have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; - If required by the DGCL or the Restated Certificate, the Merger and the Merger Agreement shall have been approved and adopted by the requisite vote of the Stockholders; and - No statute, rule, regulation, judgment, writ, decree, order or injunction shall have been promulgated, enacted, entered or enforced, and no other action shall have been taken, by any governmental entity that has the effect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the Merger. TERMINATION The Merger Agreement provides that it may be terminated and the Merger may be abandoned prior to the Effective Time, whether before or after securing any required approval of the Stockholders, under the following circumstances. Mutual Agreement. The Merger Agreement may be terminated by mutual written consent of Parent and the Company. By Parent or the Company. The Merger Agreement may be terminated by either Parent or the Company if any governmental entity shall have issued an order, decree or ruling or taken any other action (and the parties to the Merger Agreement have agreed to use reasonable efforts to have such order, decree, ruling or other action vacated or reversed) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement. By the Company. The Merger Agreement may be terminated by the Company if: - the Company has approved a Superior Proposal in accordance with the Merger Agreement; - Parent or Purchaser shall have terminated the Offer or the Offer expires without Purchaser purchasing any Shares pursuant to the Offer, provided that the Company may not terminate the Merger Agreement for this reason if the Company is in material breach of the Merger Agreement; - Parent or Purchaser shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform has not been cured within 30 days following written notice thereof to Parent from the Company; or - the Offer shall not have expired or been terminated on or before November 8, 2002; provided that the Company may not terminate the Merger Agreement for this reason if the Company is in material breach of the Merger Agreement. By Parent or Purchaser. The Merger Agreement may be terminated by Parent or Purchaser if: - prior to the purchase of the Shares pursuant to the Offer, the Board of Directors shall have (i) withdrawn, modified or changed in a manner adverse to Parent or Purchaser its approval or recommendation of the Offer, the Merger Agreement and the Merger, (ii) approved a Takeover Proposal, or (iii) waived the transfer restrictions contained in the Restated Certificate to enable a third party to acquire more than 15% of the outstanding Shares; - the Offer expires without Parent or Purchaser purchasing any Shares thereunder, provided that Parent or Purchaser may not terminate the Merger Agreement for this reason if Parent or Purchaser is in material breach of the Merger Agreement; - the Company shall have breached in any material respect any of its covenants or other agreements contained in the Merger Agreement, which breach or failure to perform has not been cured within 30 days following written notice thereof to the Company from Parent; 30 - the Company shall have breached any of its representations or warranties contained in the Merger Agreement, which breach: - without regard to any materiality qualifier in such representation or warranty, has or is reasonably likely to have a Material Adverse Effect (as defined in "-- Termination -- Certain Material Adverse Effects" below); and - has not been cured within 30 days following written notice thereof to the Company from Parent; or - the Offer shall not have expired or been terminated on or before November 8, 2002; provided that Parent or Purchaser may not terminate the Merger Agreement for this reason if Parent or Purchaser is in material breach of the Merger Agreement. Certain Material Adverse Effects. If there has occurred any event, or the disclosure of any act, omission, fact or circumstance, that individually or when considered together with any other matter, may have a Material Adverse Effect, and the Company has a claim for an insurance recovery for any such occurrence, which, if paid (or if the carrier accepts coverage for such claim), would result in there being no Material Adverse Effect: - Neither Parent nor Purchaser will have the right to terminate the Merger Agreement pursuant to the provisions of the second, third, fourth or fifth bullet points under "-- Termination -- By Parent or Purchaser" above based in whole or in part upon any such occurrence, and such occurrence will not be deemed for the purpose of the Merger Agreement (including with respect to the Offer Conditions) to constitute a Material Adverse Effect, until the carrier of any applicable insurance has provided a final written notice to the Company of whether coverage of any such claim or any portion thereof for which a recovery is being sought will be unconditionally accepted or denied (an "Insurance Recovery Notice"); - the Expiration Date, and all references in the Merger Agreement (and in this Offer to Purchase) to the date "November 8, 2002," will be deemed to be extended to the date that is ten business days after the date on which such Insurance Recovery Notice is obtained, but in no event shall such date be extended beyond December 8, 2002; and - pending the receipt of any Insurance Recovery Notice, the parties shall comply with the terms of the Merger Agreement. Under the Merger Agreement, a "Material Adverse Effect" means any act, omission, fact or circumstance that (i) results in or would reasonably be expected to result in (A) the incurrence or increase of an obligation or liability of the Company or any of its subsidiaries, (B) the diminution in value of any of the assets or rights of the Company or any of its subsidiaries, or (C) the effective loss by the Company or any of its subsidiaries of its rights to use any of the assets of the Company and its subsidiaries as such assets are presently used, and (ii) that exceeds, in any such case, individually or in the aggregate, $32,400,000 (after giving effect to any applicable insurance coverage if the Company or its subsidiaries has either received proceeds from such coverage or, subject to the provisions summarized above, a written notice from any insurer unconditionally accepting coverage or a portion thereof; provided, however, that (x) any such acts, omissions, facts or circumstances directly resulting from the Merger Agreement or the transactions contemplated by the Merger Agreement or the announcement thereof, (y) any occurrence or condition affecting the aggregates industry generally, or (z) any changes in general economic, regulatory or political conditions, shall not constitute a Material Adverse Effect or be included in any calculation thereof. FEES AND EXPENSES Except as provided in "Termination Fee" below, whether or not the Merger is consummated, all fees, costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such fees, costs and expenses. 31 TERMINATION FEE The Merger Agreement provides that, following a termination thereof by Parent or Purchaser as described in the first bullet point under "-- Termination -- By Parent or Purchaser" above or a termination thereof by the Company as described in the first bullet point under "-- Termination -- By the Company" above, the Company will pay Parent a termination fee (the "Termination Fee") equal to $22,700,000 plus an amount equal to Parent's and Purchaser's actual and reasonably documented out-of-pocket expenses (but in no event exceeding a total of $2,000,000) incurred by Parent or Purchaser directly in connection with the Offer, the Merger, the Merger Agreement, and the transactions contemplated thereby. Such payment will be the exclusive remedy of Parent and Purchaser with respect to any such termination of the Merger Agreement. AMENDMENT The Merger Agreement may be amended at any time before the Effective Time by action taken by Parent, Purchaser and the Company, by written instrument signed by the parties to the Merger Agreement. After any approval of the Merger by the Stockholders, no amendment may be made which reduces the amount or changes the type of consideration into which each Share will be converted upon consummation of the Merger. Notwithstanding anything to the contrary, following the time that directors designated by Parent constitute a majority of the Board of Directors, the affirmative vote of a majority of the Independent Directors shall be required for the Company to amend, modify or terminate the Merger Agreement. UNDERTAKINGS OF PARENT Parent has agreed to perform, or cause to be performed, all obligations of Purchaser under the Merger Agreement. 32 PURPOSE OF THE OFFER AND PLANS FOR THE COMPANY PURPOSE The purpose of the Offer and the Merger is for Parent to acquire control of, and ultimately the entire equity interest in, the Company. The Offer, as the first step in the acquisition of the Company, is intended to facilitate Purchaser's acquisition of all the Shares. The purpose of the Merger is to acquire all Shares not purchased in the Offer or otherwise. Pursuant to the Merger, each then outstanding Share (other than Shares (i) owned by Purchaser or Parent or any of their subsidiaries, (ii) owned by the Company in treasury, or (iii) as to which appraisal rights are properly exercised) will be converted into the right to receive an amount in cash equal to the per Share consideration paid or to be paid in the Offer. Upon consummation of the Merger, the Company will become a wholly owned subsidiary of Parent. APPROVAL OF MERGER AGREEMENT Except as described below, under Delaware law, the approval of the Board and the affirmative vote of the holders of a majority of the outstanding Shares is required to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger. The Board has unanimously determined that the Merger Agreement and the related transactions, including the Offer and the Merger, are fair to, and in the best interests of, the Stockholders, has approved, adopted and declared advisable the Merger Agreement and the related transactions, including the Offer and the Merger (such approval and adoption having been made in accordance with the DGCL), and has resolved to recommend that the Stockholders accept the Offer and tender their Shares pursuant to the Offer, and approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. Further, the Company has agreed to use all reasonable efforts to solicit from Stockholders proxies in favor of the Merger and to take all other action necessary, or in the reasonable opinion of Parent, advisable, to secure any vote or consent of Stockholders in favor of the Merger, if such Stockholder approval is necessary to effect the Merger. Assuming that the Minimum Condition is satisfied and the Merger is consummated pursuant to the short-form merger provisions under Section 253 of the DGCL, no further corporate or Stockholder action of the Company will be required to approve and adopt the Merger Agreement and the Merger. See "-- Short-Form Merger." If the Minimum Condition is waived by Purchaser but the Offer is consummated, and Purchaser owns less than 90% of the Shares, the Company has agreed to convene a special meeting of Stockholders promptly following consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger. ELECTION OF DIRECTORS The Merger Agreement provides that, promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Purchaser will be entitled to designate representatives to serve on the Board in proportion to Purchaser's ownership of Shares following such purchase. See "Merger Agreement and Related Matters -- Designation of Directors." Purchaser expects that such representation would permit Purchaser to exert substantial influence over the Company's conduct of its business and operations. EXCHANGE ACT REGISTRATION The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application by the Company to the SEC if the Shares are not listed on a "national securities exchange" and there are fewer than 300 record holders. If registration of the Shares under the Exchange Act were terminated, the Company would no longer be required to file reports with the SEC, and many provisions of the Exchange Act would cease to apply to the Company and its executive officers, directors and significant shareholders. We currently intend to seek to cause the Company to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. See "Effect of the Offer on the Company's Exchange Act Registration." 33 SHORT-FORM MERGER Under Delaware law, if we acquire, pursuant to the Offer or otherwise, at least 90% of the then outstanding Shares, we will be able to approve the Merger without a vote of the Stockholders (a "Short-Form Merger"). In such event, the parties to the Merger Agreement will take all necessary and appropriate action to cause the Merger to become effective as promptly as reasonably practicable after such acquisition, without a meeting of the Stockholders. If, however, we do not acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise and a vote of the Stockholders is required under the DGCL, a significantly longer period of time would be required to effect the Merger. GOING PRIVATE TRANSACTIONS The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain "going private" transactions and which may under certain circumstances be applicable to a merger or another business combination following the purchase of shares pursuant to a tender offer in which the purchaser seeks to acquire the remaining shares not held by it or its affiliates. We believe that neither the Offer nor the Merger will be subject to Rule 13e-3. Rule 13e-3 requires, among other things, that certain financial information concerning the Company and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders in such transaction be filed with the SEC and disclosed to stockholders prior to consummation of the transaction. PURCHASE OF SHARES AFTER THE EXPIRATION DATE If the Offer is completed, we intend to purchase the remaining Shares, if any, through the Merger. If the Offer is not completed, while Parent, Purchaser or an affiliate of Parent may after the Expiration Date seek to acquire Shares through privately negotiated transactions, a tender offer or exchange offer or otherwise, upon such terms and at such prices as they shall determine, which may be more or less than the price paid in the Offer, they currently do not intend to do so. PLANS FOR THE COMPANY'S BUSINESS In connection with the Offer, we have reviewed, and will continue to review, on the basis of available information, various possible business strategies that the Company may pursue in the event that we acquire control of the Company pursuant to this Offer or the Merger. If we acquire control of the Company, we intend to conduct a further review of the Company and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and consider and determine what, if any, changes would be desirable in light of the circumstances which then exist. Such strategies could include, among other things, changes in the Company's business strategy, corporate structure, certificate of incorporation, bylaws, capitalization, management or dividend policy. APPRAISAL RIGHTS GENERAL No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, any holder of Shares at the Effective Time (a "Remaining Stockholder") will have certain rights under the DGCL to dissent and demand appraisal of his or her Shares. Under Section 262 of the DGCL, a Remaining Stockholder who does not wish to accept the Merger Consideration for its Shares pursuant to the Merger has the right to seek an appraisal and be paid the "fair value" of his or her Shares at the Effective Time (exclusive of any element of value arising from the accomplishment or expectation of the Merger) judicially determined and paid in cash, provided that such holder complies with the provisions of Section 262 of the DGCL. The following is a brief summary of the statutory procedures to be followed by a Remaining Stockholder in order to dissent from the Merger and perfect appraisal rights under Delaware law. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262 of the DGCL, the text of 34 which is set forth in Annex A hereto. Any Remaining Stockholder considering demanding appraisal is advised to consult legal counsel. Dissenters' rights will not be available unless and until the Merger (or a similar business combination) is consummated. Remaining Stockholders of record who desire to exercise their appraisal rights must fully satisfy all of the following conditions. A written demand for appraisal of Shares must be delivered to the Secretary of the Company (1) before the taking of the vote on the approval and adoption of the Merger Agreement if the Merger is not being effected as a Short-Form Merger but rather is being consummated following approval thereof at a meeting of the Stockholders (a "Long-Form Merger") or (2) within 20 days after the date that the Surviving Corporation mails to the Remaining Stockholders a notice (the "Notice of Merger") to the effect that the Merger is effective and that appraisal rights are available (and includes in such notice a copy of Section 262 of the DGCL and any other information required thereby) if the Merger is being effected as a Short-Form Merger without a vote or meeting of the Stockholders. If the Merger is effected as a Long-Form Merger, this written demand for appraisal of Shares must be in addition to, and separate from, any proxy or vote abstaining from or against the approval of the Merger, and neither voting against, abstaining from voting, nor failing to vote on the Merger will constitute a demand for appraisal within the meaning of Section 262 of the DGCL. In the case of a Long-Form Merger, any Stockholder seeking appraisal rights must hold the Shares for which appraisal is sought on the date of the making of the demand, continuously hold such Shares through the Effective Time, and otherwise comply with the provisions of Section 262 of the DGCL. In the case of both a Short-Form Merger and a Long-Form Merger, a demand for appraisal must be executed by or for the Stockholder of record, fully and correctly, as such Stockholder's name appears on the stock certificates. If the Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a Stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner. The Remaining Stockholders who elect to exercise appraisal rights must mail or deliver their written demands to: Secretary of the Surviving Corporation, 1501 Belvedere Road, West Palm Beach, Florida 33406. The written demand for appraisal should specify the Stockholder's name and mailing address, the number of Shares covered by the demand and that the Stockholder intends to thereby demand appraisal of such Shares. In the case of a Long-Form Merger, the Company must, within ten days after the Effective Time, provide notice of the Effective Time to all Stockholders who have complied with Section 262 of the DGCL and have not voted for approval and adoption of the Merger Agreement. In the case of a Long-Form Merger, the Remaining Stockholders electing to exercise their appraisal rights under Section 262 must not vote for the approval of the Merger or consent thereto in writing. Voting in favor of the approval of the Merger, or delivering a proxy in connection with the Stockholders meeting called to approve the Merger (unless the proxy votes against, or expressly abstains from the vote on, the approval and adoption of the Merger), will constitute a waiver of the Remaining Stockholder's right of appraisal and will nullify any written demand for appraisal submitted by the Remaining Stockholder. Regardless of whether the Merger is effected as a Long-Form Merger or a Short-Form Merger, within 120 days after the Effective Time, either the Company or any Stockholder who has complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares of the dissenting Stockholders. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which Stockholders are entitled to appraisal rights and thereafter will appraise the Shares owned by such Stockholders, determining the fair value of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest to be paid, if any, upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in 35 determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a Company." The Delaware Supreme Court stated that in making this determination of fair value the court must consider "market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of Merger which throw any light on future prospects of the merged corporation." The Delaware Supreme Court has construed Section 262 of the DGCL to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered." However, the Court noted that Section 262 provides that fair value is to be determined "exclusive of any element of value arising from the accomplishment or expectation of the Merger." Remaining Stockholders who in the future consider seeking appraisal should have in mind that the fair value of their Shares determined under Section 262 could be more than, the same as, or less than the Merger Consideration if they do seek appraisal of their Shares. The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties, as the Delaware Court of Chancery deems equitable in the circumstances. Upon application of a dissenting Stockholder, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by any dissenting Stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all Shares entitled to appraisal. In the absence of such a determination or assessment, each party bears its own expenses. Any Remaining Stockholder who has duly demanded appraisal in compliance with Section 262 of the DGCL will not, after the Effective Time, be entitled to vote for any purpose the Shares subject to such demand or to receive payment of dividends or other distributions on such Shares, except for dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time. At any time within 60 days after the Effective Time, any former holder of Shares shall have the right to withdraw his or her demand for appraisal and to accept the Merger Consideration paid in the Merger. After this period, such holder may withdraw his or her demand for appraisal only with the consent of the Company, as the Surviving Corporation in the Merger. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the Effective Time, Remaining Stockholders' rights to appraisal shall cease and all Remaining Stockholders shall be entitled to receive the Merger Consideration for their Shares. Inasmuch as the Company has no obligation to file such a petition, and Parent has no present intention to cause or permit the Surviving Corporation in the Merger to do so, any Stockholder who desires such a petition to be filed is advised to file it on a timely basis. However, no petition timely filed in the Delaware Court of Chancery demanding appraisal shall be dismissed as to any Stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. Failure to take any required step in connection with the exercise of appraisal rights may result in the termination or waiver of such rights. APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS CONSUMMATED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO. STOCKHOLDERS WHO SELL SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE OFFER PRICE PAID IN THE OFFER THEREFOR. 36 CERTAIN CAPITAL TRANSACTIONS The Merger Agreement does not permit the Company to (a) split, combine or otherwise change the Shares or its capitalization, (b) acquire or otherwise cause a reduction in the number of outstanding Shares or other securities (other than as required by the Restated Certificate or existing agreements related to any of the Debentures) or (c) issue or sell additional Shares, shares of any other class of capital stock, other voting securities or any securities convertible into, or exchangeable or exercisable for any of the foregoing, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, other than upon conversion of the Debentures. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, pay for, and (subject to any such rules or regulations) may delay the acceptance for payment of any tendered Shares and (except as provided in the Merger Agreement) amend or terminate the Offer as to any Shares not then paid for if: (i) there shall not have been validly tendered and not withdrawn prior to the expiration of the Offer a number of shares of the Company's Common Stock which, when taken together with the Shares, if any, beneficially owned by Parent and its subsidiaries, satisfies the Minimum Condition; (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall not have expired or been terminated prior to the expiration of the Offer; or (iii) at any time after the date of the Merger Agreement and before the time of acceptance for payment of such Shares, any of the following events shall occur and be continuing or conditions exist: (a) there shall be an injunction or other order, decree, judgment or ruling issued, initiated or threatened and not withdrawn by a governmental entity of competent jurisdiction or a statute, rule, regulation, executive order or other action shall have been enacted, promulgated or taken or initiated or threatened and not withdrawn by a governmental entity of competent jurisdiction which in any such case (w) restrains or prohibits or seeks to restrain or prohibit the making or consummation of the Offer or the consummation of the Merger, (x) prohibits or restricts or seeks to prohibit or restrict the ownership or operation by Parent (or any of its affiliates or subsidiaries) of any material portion of its or the Company's business or assets, or compels Parent (or any of its affiliates or subsidiaries) to dispose of or hold separate any portion of its or the Company's or any subsidiary's business or assets which is material to the business of all such entities taken as a whole, (y) imposes or seeks to impose limitations on the ability of Parent effectively to acquire or to hold or to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by Parent on all matters properly presented to the Stockholders or (z) imposes or seeks to impose any material limitations on the ability of Parent or any of its respective affiliates or subsidiaries effectively to control in any material respect the business and operations of the Company and its subsidiaries; provided, however, that in the case of any such proceeding that has been initiated or threatened, such proceeding shall be reasonably likely to have one of the foregoing effects; (b) the Merger Agreement shall have been terminated by the Company or Parent in accordance with its terms; (c) from and after the date of the Merger Agreement, there shall have occurred any event, or the disclosure of any act, omission, fact or circumstance not disclosed pursuant to the Merger Agreement or any of the forms, reports and documents the Company is or has been required to file with the SEC since September 30, 2000, that, individually or when considered together with any other matter, has a Material Adverse Effect (with any liability or obligation associated with any such previously undisclosed act, omission, fact or circumstance being deemed, for purposes of determin- 37 ing whether a Material Adverse Effect has occurred, to have been incurred or increased, as the case may be, upon such disclosure); (d) there shall have occurred and be continuing (w) any general suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange or the Nasdaq National Market (excluding any coordinated trading halt triggered as a result of a specified decrease in a market index) related to market conditions, (x) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States by any governmental entity, (y) any material limitation (whether or not mandatory) by any governmental entity on the extension of credit by banks or other lending institutions, or (z) a drop of more than 33.33% in the Dow Jones Industrial Average Index, measured against the value of such index on the date of the Merger Agreement; (e) any of the representations and warranties of the Company set forth in the Merger Agreement regarding its capitalization shall not be accurate in all respects, in each case as if such representations and warranties were remade at and as of the time of such determination; (f) any of the representations and warranties of the Company set forth in the Merger Agreement (other than those described in clause (e) above) (without regard to any materiality qualifications therein) shall not be accurate, except where such inaccuracies (considered collectively) do not have a Material Adverse Effect (determined in the manner provided in clause (c) above), in each case as if such representations and warranties were remade at and as of the time of such determination; (g) the Company shall have failed to perform in any respect any obligation, agreement or covenant of the Company described in clauses (a) through (l) under "Merger Agreement and Related Matters -- Covenants"; (h) the Company shall have failed to perform in any material respect any material obligation (including, without limitation, the obligation to conduct the business of the Company and its subsidiaries in the ordinary course in a manner consistent with past practice but excluding those obligations described in clauses (a) through (l) under "Merger Agreement and Related Matters -- Covenants") or to comply in any material respect with any material agreement or covenant of the Company to be performed or complied with by it under the Merger Agreement; (i) the Board of Directors (w) shall have withdrawn, modified or changed in a manner adverse to Parent or Purchaser its approval or recommendation of the Merger Agreement or the transactions contemplated thereby, including the Offer and the Merger, (x) recommended a Takeover Proposal, (y) shall have adopted any resolution to effect any of the foregoing, or (z) waived the transfer restrictions in the Restated Certificate to enable a third party to acquire more than 15% of the outstanding Shares; (j) all authorizations, consents and approvals, if any, of any governmental entity necessary for the execution, delivery and performance of the Merger Agreement, of which the failure to obtain would prevent or materially impair or delay consummation of the transactions contemplated thereby or have a Material Adverse Effect, shall not have been obtained or be in full force and effect; (k) Parent shall not have received any of the documents to be delivered to Parent pursuant to Section 6.7(e) of the Merger Agreement, including tax opinions, certificates and acknowledgements; or (l) certain other transactions and deliveries required pursuant to an agreement with respect to the Company's Columbia, Washington sawmill property have not been consummated or delivered; which in the reasonable judgment of Parent with respect to each and every matter referred to above and regardless of the circumstances giving rise to any such condition, makes it inadvisable to proceed with the Offer or with such acceptance for payment of or payment for Shares. 38 The foregoing conditions are for the sole benefit of Parent and may be asserted by Purchaser regardless of the circumstances giving rise to any such conditions and may be waived by Purchaser in whole or in part at any time and from time to time, in each case, in the exercise of the good faith judgment of Purchaser and subject to the terms of the Merger Agreement. The failure by Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. CERTAIN LEGAL MATTERS GENERAL Except as otherwise disclosed herein, and except for governmental approvals pursuant to filings in compliance with the HSR Act, neither Parent nor Purchaser is aware of any approval or other action by any governmental entity that would be required for the acquisition or ownership of Shares as contemplated herein. Should any such approval or other action be required, we currently contemplate that such approval or action would be sought. While we do not currently intend to delay the acceptance for payment of Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or action, if needed, would be obtained or would be obtained without substantial conditions or that adverse consequences might not result to the business of the Company, Purchaser or Parent or that certain parts of the businesses of the Company, Purchaser or Parent might not have to be disposed of in the event that such approvals were not obtained or any other actions were not taken. Our obligation under the Offer to accept for payment and pay for Shares is subject to certain conditions. See "Certain Conditions of the Offer." BUSINESS COMBINATION TRANSACTIONS The Company is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents an "interested stockholder" (generally, a person who owns or has the right to acquire 15% or more of a corporation's outstanding voting stock, or an affiliate or associate thereof) from engaging in a "business combination" (defined to include mergers and certain other transactions) with a Delaware corporation for a period of five years following the date such person becomes an interested stockholder unless prior to such date the Board of Directors of the corporation approved the business combination. The Board has approved (by a unanimous vote of those directors present) both the Offer and the Merger. For this and other reasons, Section 203 is inapplicable to the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger. OTHER STATE LAWS A number of other states have adopted laws and regulations applicable to attempts to acquire securities of corporations which are incorporated, or have substantial assets, stockholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects, in such states. In 1982, in Edgar v. Mite Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corporation v. Dynamics Corp. of America, the Supreme Court held that the Indiana Control Share Acquisition Act was constitutional. Such Act, by its terms, is applicable only to corporations that have a substantial number of stockholders in Indiana and are incorporated there. Subsequently, a number of federal courts ruled that various state takeover statutes were unconstitutional insofar as they apply to corporations incorporated outside the state of enactment. The Company, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not believe that, other than Section 203 of the DGCL, any state takeover statutes or similar laws purport to apply to the Offer or the Merger. We have not currently complied with any other state takeover statute or regulation. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover laws is applicable to the Offer and the Merger, and an 39 appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, we might be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we might be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer. In such case, we may not be obligated to accept for payment any Shares tendered. See "Certain Conditions of the Offer." FEES AND EXPENSES D.F. King & Co., Inc. has been retained by us as Information Agent in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, facsimile, e-mail or personal interview. We will pay the Information Agent reasonable and customary compensation for all such services in addition to reimbursing the Information Agent for reasonable out-of-pocket expenses in connection therewith. We have agreed to indemnify the Information Agent against certain liabilities and expenses in connection with the Offer, including, without limitation, certain liabilities under the federal securities laws. Citibank, N.A. has been retained as the Depositary. We will pay the Depositary reasonable and customary compensation for its services in connection with the Offer, will reimburse the Depositary for its reasonable out-of-pocket expenses in connection therewith and will indemnify the Depositary against certain liabilities and expenses in connection therewith, including, without limitation, certain liabilities under the federal securities laws. Except as set forth above, we will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Offer. MISCELLANEOUS The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. We are not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. To the extent we become aware of any state law that would limit the class of offerees in the Offer, we will amend the Offer and, depending on the timing of such amendment, if any, will extend the Offer to provide adequate dissemination of such information to such holders of Shares prior to the expiration of the Offer. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION ON OUR BEHALF NOT CONTAINED HEREIN OR IN THE TRANSMITTAL LETTER AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. Purchaser and Parent have filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with exhibits, furnishing certain additional information with respect to the Offer, and may file amendments. Such Schedule TO and any amendments thereto, including exhibits, may be inspected and copies may be obtained in the manner set forth in "Certain Information Concerning the Company -- Available Information" with respect to the Company. JEM LEAR ACQUISITION COMPANY, INC. RINKER MATERIALS CORPORATION July 23, 2002 40 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER, PARENT AND ULTIMATE PARENT DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER The following table sets forth below the name, present principal occupation or employment, and material occupations, positions, offices or employments during the past five years, and the citizenship, of each director and executive officer of Purchaser. The business address and telephone number of each such person is c/o Rinker Materials Corporation, 1501 Belvedere Road, West Palm Beach, Florida 33406, (561) 833-5555.

POSITION WITH PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME PURCHASER FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- ------------- ------------------------------------------ ----------- Thomas G. Vice President, Mr. Burmeister has served as a Vice United States Burmeister......... Treasurer and President, Treasurer and director of Director Purchaser since its inception in July 2002. Mr. Burmeister has also served as the Chief Financial Officer of Parent since 1998. From 1993 to 1998, Mr. Burmeister was Chief Financial Officer of Siemens ElectroCom International, Inc., 2910 Avenue F, Arlington, Texas 76011. David V. Clarke...... President and Mr. Clarke has served as the President and Australia Director a director of Purchaser since inception. Mr. Clark has also served as the President and Chief Executive Officer of Parent since 1992 and a director of Parent since 1987. Mr. Clarke has also been a director of Ultimate Parent since 1996. Peter W. Trimble..... Vice President Mr. Trimble has served as a Vice President Australia of Purchaser since inception. Mr. Trimble has also served as the Vice President -- Strategy & Development of Parent since 2001. Prior to that, Mr. Trimble had been employed by Ultimate Parent since 1976, most recently as Chief Financial Officer of its CSR Construction Materials division.

41

POSITION WITH PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME PURCHASER FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- ------------- ------------------------------------------ ----------- Karl H. Watson, Vice President Mr. Watson has served as a Vice President United States Sr. ............... of Purchaser since inception. Mr. Watson has also served as the President of Rinker Materials of Florida, Inc. with responsibility for the Quarries and Cement divisions of Parent since 1998. Mr. Watson was named Vice President -- Construction Materials of Parent in December 2001. Mr. Watson joined Parent in 1965 and has held various management positions during that time. Mr. Watson has served on the Board of Directors for Fidelity Federal Bank & Trust, 218 Datura Street, West Palm Beach, Florida 33401, since 1999.

DIRECTORS AND EXECUTIVE OFFICERS OF PARENT The following table sets forth the name, present principal occupation or employment, and material occupations, positions, offices or employments during the past five years, and the citizenship, of each director and executive officer of Parent. Except as otherwise indicated, the business address and telephone number of each such person is Rinker Materials Corporation, 1501 Belvedere Road, West Palm Beach, Florida 33406, (561) 833-5555.

PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME POSITION WITH PARENT FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- -------------------- ------------------------------------------ ----------- David Berger......... Vice President -- Mr. Berger joined Parent in 1999 to run United States Gypsum Supply, the Gypsum Supply division of Parent. In Prestress, PolyPipe 2001, he was given responsibility for the and Rehabilitation PolyPipe and Rehabilitation divisions of Divisions Parent, and in 2002, the Prestress division of Parent. From 1998 to 1999, Mr. Berger was a principal with AT Kearney, Inc., 3455 Peachtree Road, N.E., Suite 1600, Atlanta, Georgia 30303. From 1994 to 1998, Mr. Berger was a Vice President of the Building Products Distribution Division of Georgia-Pacific Corporation, 133 Peachtree Street, Atlanta, Georgia 30303. Thomas G. Chief Financial Mr. Burmeister has served as the Chief United States Burmeister......... Officer Financial Officer of Parent since 1998. From 1993 to 1998, Mr. Burmeister was Chief Financial Officer of Siemens ElectroCom International, Inc., 2910 Avenue F, Arlington, Texas 76011.

42

PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME POSITION WITH PARENT FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- -------------------- ------------------------------------------ ----------- David V. Clarke...... President, Chief Mr. Clarke has served as the President and Australia Executive Officer Chief Executive Officer of Parent since and Director 1992 and as a director of Parent since 1987. Mr. Clarke has also been a director of Ultimate Parent since 1996 and the President and a director of Purchaser since its inception in July 2002. Armando M. Codina.... Director Mr. Codina has served as a director of United States Parent since 1989. Mr. Codina has been the Chairman and Chief Executive Officer of Codina Group, Inc. (which was founded in 1978 and formerly known as Interamerican Investments) since 1979. Mr. Codina also has been a director of BellSouth Corporation, 1155 Peachtree Street, N.E., Atlanta, Georgia 30309, since 1989, a director of FPL Group, Inc., 700 Universe Boulevard, Juno Beach, Florida 33408, since 1994, a director of AMR Corp., 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, since 1995, and a director of General Motors Corporation, 300 Renaissance Center, Detroit, Michigan 48265, since 2002. Mr. Codina's business address and business telephone number is Codina Group, Inc., 355 Alhambra Circle, Suite 900, Coral Gables, Florida 33134, (305) 520-2300. Marshall M. Criser... Director Mr. Criser has served as a director of United States Parent since 1989. Mr. Criser has served as a director of Flagler Systems, Inc., One South County Road, Palm Beach, Florida 33480, since 1978. Mr. Criser served as a director of BellSouth Corporation, 1155 Peachtree Street, N.E., Atlanta, Georgia 30309, from 1983 to 1998, and of FPL Group, Inc., 700 Universe Boulevard, Juno Beach, Florida 33408, from 1989 to 2001. In 1999, Mr. Criser retired after over 48 years of practicing law, most recently with McGuireWoods LLP. Mr. Criser's business address and business telephone number is McGuireWoods LLP, 50 North Laura Street, Suite 3300, Jacksonville, Florida 32202, (904) 798-3200.

43

PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME POSITION WITH PARENT FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- -------------------- ------------------------------------------ ----------- Sharon DeHayes....... Vice President -- Ms. DeHayes has served as the Vice United States Florida Materials President of Parent's Florida Materials Division division since 2001. Ms. DeHayes joined Parent in 1994, and has held various management positions during that time. Ira Fialkow.......... Vice President -- Mr. Fialkow has served in a variety of United States Human Resources, financial managerial positions since Information joining Parent in 1990. Technology and Business Services Duncan Gage.......... President -- Hydro Mr. Gage recently joined Parent as the United States Conduit Division President of its Hydro Conduit Division in Canada July 2002. Mr. Gage had previously served since 1972 in various managerial capacities with Lafarge Corporation, most recently as the Regional President of Lafarge Asia Pacific, 28 Tuas South Avenue 8, Singapore 637648. Andrew P. Ireland.... Director Mr. Ireland has served as a director of United States Parent since 1994. Mr. Ireland has been a partner of Zeliff, Ireland and Associates, Inc. since 1998. Mr. Ireland's business address and business telephone number is Zeliff, Ireland and Associates, Inc., 499 South Capitol Street, S.W., Suite 600, Washington, DC 20003, (202) 554-0473. Peter Kirby.......... Director Mr. Kirby has served as a director of Australia Parent since 1998. He has also served as the Managing Director and Chief Executive Officer of Ultimate Parent since 1998. From 1995 to 1998, he had been the Chief Executive Officer of ICI Paints, Wexham Road, Slough Berkshire, SL2 5DS United Kingdom, a division of Imperial Chemical Industries plc.

44

PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME POSITION WITH PARENT FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- -------------------- ------------------------------------------ ----------- Bob L. Moss.......... Director Mr. Moss has served as a director of United States Parent since 1999. Mr. Moss has served as the Chairman, President and Chief Executive Officer of Centex Construction Group, 3100 McKinnon, Dallas, Texas 75201, since 2000. He served as President and Chief Executive Officer of Centex Rooney Construction since 1986. Mr. Moss' business address and business telephone number is Centex Rooney Construction, 7901 Southwest 6th Court, Plantation, Florida 33324, (954) 585-4400. E. Lew Reid.......... Director Mr. Reid has served as a director of United States Parent since 1994. From 1998 to 2000, Mr. Reid served as the President and Chief Executive Officer of The California Endowment, 21650 Oxnard Street, Suite 1200, Woodland Hills, California 91367, although he still continues to serve as a director of such foundation. From 1979 to 1998, Mr. Reid was a partner with the San Francisco-based law firm of Marron, Reid & Sheehy, 601 California Street, San Francisco, California 92182. Mr. Reid's business address and business telephone number is 6705 Stoetz Lane, Sebastopol, California 95472, (707) 874-1314. Walter L. Revell..... Director Mr. Revell has served as a director of United States Parent since 2000. Since 1991, Mr. Revell has been the Chairman and Chief Executive Officer of H.J. Ross Associates, Inc., and since 1984, he has been the Chairman and Chief Executive Officer of Revell Investments International, Inc., 800 Douglas Entrance, Annex Building, Suite 250, Coral Gables, Florida 33134. Mr. Revell's business address and business telephone number is H.J. Ross Associates, Inc., 800 Douglas Entrance, Annex Building, Suite 250, Coral Gables, Florida 33134, (305) 567-1888.

45

PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME POSITION WITH PARENT FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- -------------------- ------------------------------------------ ----------- Peter W. Trimble..... Vice President -- Mr. Trimble has served as the Vice Australia Strategy & President -- Strategy & Development of Development Parent since 2001. Prior to that, Mr. Trimble had been employed by Ultimate Parent since 1976, most recently as Chief Financial Officer of its CSR Construction Materials division. Mr. Trimble has also served as a Vice President of Purchaser since inception. Karl H. Watson, Vice President -- Mr. Watson was named Vice United States Sr................. Construction President -- Construction Materials of Materials Parent in December 2001. Mr. Watson has also served as the President of Rinker Materials of Florida, Inc. with responsibility for the Quarries and Cement divisions of Parent since 1998. Mr. Watson joined Parent in 1965 and has held various management positions during that time. Mr. Watson has also served as a Vice President of Purchaser since inception. Mr. Watson has also served on the Board of Directors for Fidelity Federal Bank & Trust, 218 Datura Street, West Palm Beach, Florida 33401, since 1999. Mr. Watson has served as a Vice President of Purchaser since inception.

DIRECTORS AND EXECUTIVE OFFICERS OF ULTIMATE PARENT The following table sets forth below the name, present principal occupation or employment, the material occupations, positions, offices or employments during the past five years, and the citizenship, of each director and executive officer of Ultimate Parent. Unless otherwise set forth below, the business address of each such person is CSR Limited, Level 1, 9 Help Street, Chatswood New South Wales 2067, Australia.

POSITION WITH PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME ULTIMATE PARENT FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- --------------- ------------------------------------------ ----------- John Arthur......... Director Mr. Arthur has served as a director of Australia Ultimate Parent since 2001. Mr. Arthur has been a partner with Freehills law firm since 1981. Mr. Arthur's business address and business telephone number is Freehills, Level 32, MLC Centre, 19-29 Martin Place, Sydney, New South Wales 2000, Australia, (011) 61 2 9225 5000.

46

POSITION WITH PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME ULTIMATE PARENT FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- --------------- ------------------------------------------ ----------- John Ballard........ Director Mr. Ballard has served as a director of Australia Ultimate Parent since 2001. He has been Chairman of Wattyl Ltd., 4 Steel Street, Blacktown, New South Wales 2148, Australia, since August 2001 and a director of Woolworths Ltd., 540 George Street, Sydney, New South Wales 2000, Australia, since 1997. Ian Blackburne...... Director Dr. Blackburne has served as a director of Australia Ultimate Parent since 1999. From 1995 to 2000, Dr. Blackburne was the Managing Director and Chief Executive Officer of Caltex Australia Ltd., Level 12, MLC Centre, 19-29 Martin Place, Sydney, New South Wales 2000, Australia. Since 2000, Dr. Blackburne has been a director of Suncorp Metway Ltd., Level 18, Suncorp Metway Centre, 36 Wickham Terrace, Brisbane, Queensland 4000, Australia, and Teekay Shipping Corporation, TK House, Bayside Executive Park, West Bay Street and Blake Road, P.O. Box AP-59212 Nassau, The Bahamas. He has been Chairman of the Australian Nuclear Science and Technology Organisation, New Illawarra Road, Lucas Heights, New South Wales, Australia, since July 2001. Alec Brennan........ Director -- Mr. Brennan has served as a director of Australia Strategy and Ultimate Parent since 1996, the Executive Investments; Deputy Director Finance and Investments of Managing Director Ultimate Parent from 1996 to 1998 and the Deputy Managing Director of Ultimate Parent since 1998. David V. Clarke..... Director Mr. Clarke has served as a director of Australia Ultimate Parent since 1996. He also has served as the President and Chief Executive Officer of Parent since 1992 and a director of Parent since 1987. Mr. Clarke has also served as the President and a director of Purchaser since its inception in July 2002. Mr. Clarke's business address and business telephone number is 1501 Belvedere Road, West Palm Beach, Florida 33406, (561) 833-5555.

47

POSITION WITH PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME ULTIMATE PARENT FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- --------------- ------------------------------------------ ----------- Carolyn Hewson...... Director Ms. Hewson has served as a director of Australia Ultimate Parent since 1995. From 1995 until June 2002, she has been a director of South Australian Water, 77 Grenfell Street, Adelaide, South Australia 5000 Australia. From 1996 to 2001, Ms. Hewson served as a director of AMP Ltd., 33 Alfred Street, Sydney, New South Wales, Australia. She has also served since 1996 as a director of Australian Gas Light Company, AGL Centre, Corner Pacific Highway and Walker Street, North Sydney, New South Wales 2060, Australia. Peter Kirby......... Managing Director Mr. Kirby has served as the Managing Australia and Chief Executive Director and Chief Executive Officer of Officer Ultimate Parent since 1998. He has also served as a director of Parent since 1998. From 1995 to 1998, he had been the Chief Executive Officer of ICI Paints, Wexham Road, Slough Berkshire, SL2 5DS United Kingdom, a division of Imperial Chemical Industries plc. Ian McMaster........ Chief Executive Mr. McMaster has served as the Chief Australia Officer -- Sugar Executive -- Sugar of Ultimate Parent since 1999. Prior to joining Ultimate Parent, Mr. McMaster was employed with BHP Limited, BHP Billiton, 600 Bourke Street, Melbourne, Victoria 3000, Australia, for 33 years, where he held a range of senior management positions in the Steel and Minerals division of that company.

48

POSITION WITH PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME ULTIMATE PARENT FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- --------------- ------------------------------------------ ----------- John Morschel....... Chairman Mr. Morschel has served as a director of Australia Ultimate Parent since 1996 and its Chairman since 2001. Mr. Morschel has also served as a director of Westpac Banking Corporation, 60 Martin Place, Sydney, New South Wales 2000, Australia, from 1993 to 2001; a director of Leighton Holdings Ltd., Level 5, 472 Pacific Highway, St. Leonards, New South Wales 2065, Australia, since 2001; a director of Comalco Ltd., Level 25, 12 Creek Street, Brisbane, Queensland 4000, Australia, from 1998 to 2000; a director of Rio Tinto plc, 6 St. James's Square London SW1Y 4LD, United Kingdom, since 1998; a director of Rio Tinto Ltd., Level 33, 55 Collins Street, Melbourne, Victoria 3000, Australia, since 1998; a director of Singapore Communications, 31 Exeter Road, Singapore 239732, since 2001; and a director of Tenix Pty Ltd., Level 12, 100 Arthur Street, North Sydney, New South Wales 2060, Australia, since 1997. Graeme Pettigrew.... Chief Executive Mr. Pettigrew has served as the Chief Australia Officer -- Building Executive Officer -- Building Materials of Materials Ultimate Parent since 1996. Warren Saxelby...... Chief Financial Mr. Saxelby has served the Chief Financial Australia Officer Officer of Ultimate Parent since 2001. Prior to joining Ultimate Parent, Mr. Saxelby was employed with BHP Limited, BHP Billiton, 600 Bourke Street, Melbourne, Victoria 3000, Australia, for 30 years, where he held a range of senior financial management positions within Australia and in other countries. Karl Watson, Jr..... Chief Executive -- Mr. Watson has served as the Chief United States Construction Executive -- Construction Materials of Materials Ultimate Parent since 2001. Prior to that, Mr. Watson had been employed for 13 years by Parent in a number of different positions.

49

POSITION WITH PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND NAME ULTIMATE PARENT FIVE-YEAR EMPLOYMENT HISTORY CITIZENSHIP - ---- --------------- ------------------------------------------ ----------- John Wylie.......... Director Mr. Wylie has served as a director of Australia Ultimate Parent since 2001. Mr. Wylie previously served as the head of investment banking at Credit Suisse First Boston Australia, Level 27, 101 Collins Street, Melbourne, Victoria 3000, Australia, from 1996 to 1999. Since 2000, Mr. Wylie has been a Principal of Carnegie, Wylie and Company. Mr. Wylie's business address and business telephone number is Carnegie, Wylie and Company, 88 Collins Street, Melbourne, Victoria 3000, Australia, (011) 61 3 9657 8400.

50 ANNEX A APPRAISAL RIGHTS PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW TITLE 8. CORPORATIONS CHAPTER 1. GENERAL CORPORATION LAW SUBCHAPTER IX. MERGER, CONSOLIDATION OR CONVERSION (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to sec. 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to sec. 251 (other than a merger effected pursuant to sec. 251(g) of this title), sec. 252, sec. 254, sec. 257, sec. 258, sec. 263 or sec. 264 of this title: (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of sec. 251 of this title. (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to sec.sec. 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except: a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders; c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph. A-1 (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under sec. 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder's shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or (2) If the merger or consolidation was approved pursuant to sec. 228 or sec. 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall A-2 be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later. (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation. (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section. (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or A-3 compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state. (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just. (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. A-4 The Depositary for the Offer is: CITIBANK, N.A. By Hand: By Mail: By Overnight Courier: Computershare Trust Company Computershare Trust Company Computershare Trust Company of New York of New York of New York Wall Street Plaza Wall Street Station Wall Street Plaza 88 Pine Street, 19th Floor P. O. Box 1010 88 Pine Street 19th Floor New York, New York 10005 New York, New York 10268-1010 New York, New York 10005 Questions and requests for assistance may be directed to the Information Agent at its address or telephone number set forth below. Additional copies of this Offer to Purchase, the Letter of Transmittal and all other related materials may be obtained from the Information Agent as set forth below, and will be furnished promptly at Purchaser's expense. If your shares are pledged, you may also contact the Pledgee for assistance concerning the Offer. The Information Agent for the Offer is: D.F. KING & CO., INC. 77 Water Street New York, New York 10005 (212) 269-5550 (800) 549-6746 EX-99.2(B) 4 g77293exv99w2xby.txt FORM OF TRANSMITTAL LETTER EXHIBIT (a)(1)(B) TRANSMITTAL LETTER TO TENDER SHARES OF COMMON STOCK OF KIEWIT MATERIALS COMPANY PURSUANT TO THE OFFER TO PURCHASE DATED JULY 23, 2002 TO JEM LEAR ACQUISITION COMPANY, INC., A WHOLLY OWNED SUBSIDIARY OF RINKER MATERIALS CORPORATION THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 25, 2002, UNLESS THE OFFER IS EXTENDED. THE INFORMATION AGENT FOR THE OFFER IS: D.F. KING & CO., INC. 77 Water Street New York, New York 10005 CALL TOLL FREE: (800) 549-6746 THE DEPOSITARY FOR THE OFFER IS: CITIBANK, N.A. By Hand: By Mail: By Overnight Courier: Computershare Trust Company Computershare Trust Company Computershare Trust Company of New York of New York of New York Wall Street Plaza Wall Street Station Wall Street Plaza 88 Pine Street, 19th Floor P.O. Box 1010 88 Pine Street 19th Floor New York, New York 10005 New York, New York 10268-1010 New York, New York 10005 DELIVERY OF THIS TRANSMITTAL LETTER TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO PURCHASER OR PARENT WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. YOU SHOULD CAREFULLY READ THE INSTRUCTIONS ACCOMPANYING THIS TRANSMITTAL LETTER BEFORE COMPLETING THIS TRANSMITTAL LETTER.

- ---------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED - ---------------------------------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) TOTAL NUMBER OF SHARES (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON NUMBER OF SHARE CERTIFICATE EVIDENCED BY SHARE SHARE CERTIFICATE(S) TENDERED) SHARES TENDERED* NUMBER(S) CERTIFICATE(S)* (ATTACH ADDITIONAL LIST IF NECESSARY) - ---------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- TOTAL SHARES - ----------------------------------------------------------------------------------------------------------------------------------

* UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES EVIDENCED BY EACH SHARE CERTIFICATE DELIVERED TO THE DEPOSITARY ARE BEING TENDERED HEREBY. SEE INSTRUCTION 4. [ ] CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN. SEE INSTRUCTION 11. - -------------------------------------------------------------------------------- PLEASE READ ALL OF THE INSTRUCTIONS SET FORTH IN THIS TRANSMITTAL LETTER CAREFULLY BEFORE TENDERING ANY SHARES OR RETURNING ANY DOCUMENTATION. * * * Ladies and Gentlemen: The undersigned hereby tenders to Jem Lear Acquisition Company, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Rinker Materials Corporation, a Georgia corporation ("Parent"), the above-described shares of common stock, par value $0.01 per share (the "Shares"), of Kiewit Materials Company, a Delaware corporation (the "Company") (including Shares that may be issued upon the conversion of the Company's 8.028% Series 2000A Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures due 2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due 2011 (the "Debentures")), pursuant to Purchaser's offer to purchase all outstanding Shares, at $17.00 per Share net to the seller in cash without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 23, 2002 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Transmittal Letter (which, as amended from time to time, together constitute the "Offer"). Unless the context indicates otherwise, as used herein, all capitalized terms shall have the meanings ascribed to them in the Offer to Purchase. The undersigned understands that, after the Effective Time, Purchaser reserves the right pursuant to the Merger Agreement to transfer or assign to any person, in whole or in part, the right to purchase all or any portion of the Shares tendered pursuant to the Offer. Subject to, and effective upon, acceptance for payment of the Shares tendered herewith, in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all the Shares that are being tendered hereby and all dividends, distributions (including, without limitation, distributions of additional Shares) and rights declared, paid or distributed in respect of such Shares on or after the Expiration Date (collectively, "Distributions"), and irrevocably appoints Citibank, N.A., as depositary (the "Depositary"), the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and all Distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates evidencing such Shares ("Share Certificates") and all Distributions, together with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser upon receipt by the Depositary, as the undersigned's agent, of the Offer Price (as adjusted, if appropriate, as provided in the Offer to Purchase), (ii) present such Share Certificates and all Distributions for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and all Distributions, all in accordance with the terms of the Offer. By executing this Transmittal Letter, the undersigned irrevocably appoints designees of Purchaser as proxies of the undersigned, each with full power of substitution, to the full extent of the undersigned's rights with respect to the Shares tendered by the undersigned and accepted for payment by Purchaser (and any and all Distributions). All such proxies shall be considered coupled with an interest in the tendered Shares. This appointment will be effective when, and only to the extent that, Purchaser accepts such Shares for payment pursuant to the Offer. Upon such acceptance for payment, all prior proxies given by the undersigned with respect to such Shares (and such other Shares and securities) will, without further action, be revoked, and no subsequent proxies may be given nor any subsequent written consent executed by the undersigned (and, if given or executed, will not be deemed to be effective) with respect thereto. The designees of Purchaser will, with respect to the Shares and other securities for which the appointment is effective, be empowered to exercise all voting and other rights of the undersigned as they in their sole discretion may deem proper at any annual or special meeting of the stockholders of the Company or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser must be able to exercise full voting rights and other rights of a record and beneficial holder with respect to such Shares. Except as provided in the following paragraph (if applicable), the undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign, convey and transfer the Shares tendered hereby and all Distributions, and that when such Shares are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of, and none of such Shares and Distributions will be subject to, any lien, restriction, charge, encumbrance or adverse claim of any kind whatsoever. 2 NOTE FOR HOLDERS OF PLEDGED SHARES: IF THE SHARES ARE SUBJECT TO ANY LIEN, RESTRICTION, CHARGE, ENCUMBRANCE OR ADVERSE CLAIM, THEN THE TENDER OF THE SHARES WILL NOT BE EFFECTIVE UNLESS ALL OF REQUIREMENTS OF INSTRUCTION 13 ARE COMPLIED WITH. THE UNDERSIGNED HEREBY AUTHORIZES AND DIRECTS THE DEPOSITARY TO ISSUE THE CHECK FOR THE OFFER PRICE FOR ALL SHARES PURCHASED IN THE NAME OF, AND TO MAIL SUCH CHECK TO, THE PLEDGEE, PURSUANT TO THE INSTRUCTIONS PROVIDED HEREIN. The undersigned, upon request, shall execute and deliver all additional documents and shall take any actions deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions and to allow Purchaser to acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire Offer Price of the Shares tendered hereby or deduct from such Offer Price, the amount or value of such Distribution as determined by Purchaser in its sole discretion. No authority herein conferred or agreed to be conferred shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as otherwise stated in the Offer to Purchase, this tender is irrevocable. The undersigned understands that tenders of Shares pursuant to any one of the procedures described in the section "Terms of the Offer" in the Offer to Purchase and in the instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer. Purchaser's acceptance of such Shares for payment will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer, including, without limitation, the undersigned's representation and warranty that the undersigned owns the Shares being tendered. Unless otherwise indicated herein in the box entitled "Special Payment Instructions to be Completed by Pledgees and Others," please issue the check for the Offer Price for all Shares purchased in the name(s) of the registered holder(s) appearing above under "Description of Shares Tendered." Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions to be Completed by Pledgees and Others," please mail the check for the Offer Price for all Shares purchased to the address(es) of the registered holder(s) appearing above under "Description of Shares Tendered." In the event that the boxes entitled "Special Payment Instructions to be Completed by Pledgees and Others" and "Special Delivery Instructions to be Completed by Pledgees and Others" are both completed, please issue the check for the Offer Price for all Shares purchased in the name(s) of, and mail such check to, the person(s) so indicated. If any Share Certificates are not tendered or purchased for any reason, please mail all such Share Certificates representing the untendered or unpurchased Shares (together with all accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under "Description of Shares Tendered." However, if the box entitled "Special Section to be Completed by Pledgees of Shares" has been completed, then please mail all such Share Certificates and documents to the Pledgee named therein. The undersigned recognizes that Purchaser has no obligation to transfer any Shares from the name of the registered holder(s) thereof if Purchaser does not purchase any of the Shares tendered hereby. 3 SPECIAL PAYMENT INSTRUCTIONS TO BE COMPLETED BY PLEDGEES AND OTHERS (SEE INSTRUCTIONS 1, 5, 6, 7 AND 13) To be completed ONLY if the check for the Offer Price of Shares tendered is to be issued in the name of someone other than the undersigned (for example, a Pledgee). Issue Check to: Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN) NOTE: INCLUDE TIN OF STOCKHOLDER (NOT TIN OF PLEDGEE) SPECIAL DELIVERY INSTRUCTIONS TO BE COMPLETED BY PLEDGEES AND OTHERS (SEE INSTRUCTIONS 1, 5, 6, 7 AND 13) To be completed ONLY if the check for the Offer Price of Shares tendered is to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown under "Description of Shares Tendered" (for example, a Pledgee). Mail Check to: Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN) NOTE: INCLUDE TIN OF STOCKHOLDER (NOT TIN OF PLEDGEE) IMPORTANT ALL STOCKHOLDER(S) MUST SIGN HERE (ALSO PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN) This section must be signed by (i) registered holder(s) exactly as name(s) appear(s) on Share Certificate(s) or (ii) a person(s) authorized to become registered holder(s) of Share Certificate(s) by certificates and documents transmitted with this Transmittal Letter. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, partner, officer of a corporation or another acting in a fiduciary or representative capacity, please provide the information required below, set forth the signer's full title below under "Capacity" and submit evidence satisfactory to Purchaser and the Depositary of such person's authority to so act. See Instruction 5. X - -------------------------------------------------------------------------------- X - -------------------------------------------------------------------------------- SIGNATURE(S) OF HOLDER(S) Dated: ____________________ , 2002 Name(s) (Please Print): - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Capacity (Full Title): - -------------------------------------------------------------------------------- Address(es) (Including Zip Code): - -------------------------------------------------------------------------------- Area Code and Telephone Number(s): ( ) - ---------------------------------------------------------------------- Taxpayer Identification or Social Security Number(s): - ---------------------------------------------------------------- (SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN) 4 SPECIAL SECTION TO BE COMPLETED BY PLEDGEES OF SHARES (IF REQUIRED -- SEE INSTRUCTION 13) THIS SECTION MUST BE COMPLETED AND SIGNED BY ANY BANK, FINANCIAL INSTITUTION, LENDER OR PLEDGEE IF ALL OR ANY PART OF THE SHARES ARE SUBJECT TO ANY LIEN, RESTRICTION, CHARGE, ENCUMBRANCE OR ADVERSE CLAIM IN FAVOR OF SUCH LENDER OR PLEDGEE. Ladies and Gentlemen: The undersigned ("Pledgee") has loaned funds, or otherwise extended credit, to the registered holder(s) of the Shares transmitted with this Transmittal Letter (such loan or extension of credit being referred to as the "Indebtedness") and such Indebtedness is secured by a pledge to the Pledgee of all or part of the Shares. In connection with the tender of the Shares pursuant to this Transmittal Letter, the Pledgee hereby agrees as follows: 1. Subject to, and effective upon, acceptance for payment of the Shares tendered herewith and the delivery of the Offer Price for all Shares purchased hereunder to the Pledgee, the Pledgee hereby (a) cancels and terminates any pledge agreement and any and all other security interests arising with respect to such Shares, (b) agrees that the Pledgee shall have no rights with respect to such Shares and (c) cancels and terminates, and thereby makes null and void, any other restrictions with respect to such Shares that would prevent or restrict in any way the consummation of the Offer or the ability of Purchaser to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and all Distributions. 2. It is expressly understood and agreed that if the Shares are not purchased pursuant to the Offer for any reason, then (a) the Share Certificates for any such unpurchased Shares will be returned to the Pledgee, without expense to Pledgee and as promptly as practicable after the expiration, termination or withdrawal of the Offer and (b) the cancellations, terminations and agreements set forth in the foregoing paragraph 1 will be of no force and effect whatsoever with respect to such unpurchased Shares. Authorized Signature: - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Name of Pledgee: - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number: ( - ------) - -------------------------------------------------------------------------- Dated: - ----------------------------, 2002 5 GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTIONS 1, 5 AND 13) FOR USE BY FINANCIAL INSTITUTIONS ONLY PLACE MEDALLION GUARANTEE IN SPACE BELOW Authorized Signature: - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Name of Eligible Institution: - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number: ( - ------) - -------------------------------------------------------------------------- Dated: - -------------------------------------, 2002 6 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. You must have all signatures on this Transmittal Letter guaranteed by an "eligible institution" if: - the Shares to be tendered are subject to a pledge, lien or other encumbrance, in which case you are required to complete the box entitled "Special Section to be Completed by Pledgees of Shares" (see Instruction 13 to see if this applies); or - you have completed either of the following boxes: - the box entitled "Special Payment Instructions to be Completed by Pledgees and Others" (see Instruction 5 to see if this applies); or - the box entitled "Special Delivery Instructions to be Completed by Pledgees and Others" (see Instruction 5 to see if this applies). An "eligible institution" is a broker or dealer that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a financial institution that is a participant in the Securities Transfer Agents Medallion Program. Contact your bank, broker or financial institution to determine if it is an eligible institution. If signature guarantees are required, the eligible institution must complete the box entitled "Guarantee of Signature(s)." 2. Delivery of Transmittal Letter and Share Certificates. To validly tender your Shares, you must deliver (or have delivered on your behalf) to the Depositary at one of its addresses (found on the cover page of this Transmittal Letter) the following: - this Transmittal Letter, properly completed and signed; - any other documents required by this Transmittal Letter; - Share Certificates evidencing your tendered Shares, properly endorsed or with properly signed stock powers, if necessary (see Instruction 5 to determine if you must endorse the Share Certificates or provide stock powers); and - if required, signature guarantees with respect to any signatures on the foregoing documents (see Instruction 1 to determine if such signature guarantees are required); All of these materials must be delivered to the Depositary prior to the Expiration Date. If Share Certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Transmittal Letter must accompany each delivery. If your Share Certificates are currently being held by a financial institution or Pledgee, you must contact the financial institution or Pledgee so that your Share Certificates may be delivered to the Depositary. THE METHOD OF DELIVERY OF THIS TRANSMITTAL LETTER, SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, IS AT YOUR OPTION AND RISK, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN THE DELIVERED ITEMS ARE ACTUALLY RECEIVED BY THE DEPOSITARY. IF YOU DELIVER REQUIRED DOCUMENTS BY MAIL, YOU ARE STRONGLY RECOMMENDED TO USE REGISTERED MAIL, RETURN RECEIPT REQUESTED (OR ITS EQUIVALENT OUTSIDE THE UNITED STATES), AND OBTAIN PROPER INSURANCE FOR SUCH DOCUMENTS. IN ALL CASES, YOU MUST ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY, INCLUDING ANY TIME NECESSARY FOR A FINANCIAL INSTITUTION OR OTHER PLEDGEE (IF APPLICABLE) TO DELIVER YOUR SHARE CERTIFICATES TO THE DEPOSITARY. No alternative, conditional or contingent tenders will be accepted. By executing this Transmittal Letter, you give up any right to receive any notice of the acceptance of your Shares for payment. 3. Inadequate Space. If the spaces provided in the box "Description of Shares Tendered" are inadequate for all of the Share Certificates you wish to tender, please list the Share Certificate numbers, the number of Shares evidenced by 7 such Share Certificates and the number of Shares tendered on a separate schedule and attach the schedule to this Transmittal Letter. 4. Partial Tenders. If you wish to tender fewer than all the Shares evidenced by any Share Certificate you deliver to the Depositary, fill in the number of Shares which are to be tendered in the box entitled "Number of Shares Tendered." In such cases, as soon as practicable after the expiration or termination of the Offer, you will receive new Share Certificate(s) evidencing the remainder of the Shares not tendered, unless the box entitled "Special Delivery Instructions to be Completed by Pledgees and Others" has been completed, in which case such new Share Certificates will be delivered to the other person as instructed. 5. Signatures on Transmittal Letter; Stock Powers and Endorsements. The signature(s) on this Transmittal Letter must correspond with the name(s) as written on the face of the Share Certificates evidencing such Shares without any change whatsoever. If any Shares tendered hereby are owned of record by two or more persons, all record owners must sign this Transmittal Letter. If any of the Shares tendered hereby are registered in the names of different holders, each registered holder will be required to complete, sign and submit a separate Transmittal Letter. You do not need to sign the back of ("endorse") any tendered Share Certificates or provide separate stock powers unless: - this Transmittal Letter is being signed by the registered holders of the tendered Share Certificates and payment is to be made to a person other than such registered holders (for example, a Pledgee) (see Instructions 7 and 13 for more details); or - this Transmittal Letter is being signed by a person other than the registered holders of the tendered Share Certificates. If endorsements or stock powers are required, all Share Certificates evidencing the Shares tendered must be endorsed or accompanied by appropriate stock powers. All signatures on the Share Certificates or stock powers must match the names of the registered holder as they appear on the Share Certificates without any change whatsoever. As discussed in Instruction 1, all signatures on the Transmittal Letter, the Share Certificates and stock powers must be guaranteed by an eligible institution. If this Transmittal Letter or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should indicate that capacity when signing and submit proper evidence satisfactory to Purchaser of such person's authority so to act. 6. Stock Transfer Taxes. The amount of any stock transfer taxes required by applicable law to be withheld from payment for the Shares purchased will be deducted from the Offer Price for such Shares purchased, unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted. 7. Special Payment and Delivery Instructions for Pledgees and Others. If a check for the Offer Price for any tendered Shares is to be issued in the name of a person other than the person(s) signing this Transmittal Letter, you must complete the box entitled "Special Payment Instructions to be Completed by Pledgees and Others." You must complete the box entitled "Special Delivery Instructions to be Completed by Pledgees and Others" if: - a check for the Offer Price for any tendered Shares is to be sent to someone other than the person(s) signing this Transmittal Letter; or - the check is to be delivered to the person(s) signing this Transmittal Letter but at an address other than that shown in the box entitled "Description of Shares Tendered." 8. Waiver of Conditions. The conditions to the Offer may be waived by Purchaser in whole or in part at any time and from time to time in its sole discretion, subject to the terms of the Merger Agreement. 9. Questions and Requests for Assistance or Additional Copies. If you have any questions or need assistance in tendering your Shares or completing this Transmittal Letter, please contact the Information Agent at its address or telephone number set forth on the front and back of this Transmittal Letter. You may obtain additional copies of the Offer to Purchase, this Transmittal Letter and the other Offer materials from the Information Agent. 8 10. Substitute Form W-9. Unless an exemption applies, each Stockholder is required to provide the Depositary with a correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 included herein, and to certify, under penalties of perjury, that such number is correct and that such Stockholder is not subject to backup withholding of federal income tax. If a tendering Stockholder has been notified by the Internal Revenue Service that such Stockholder is subject to backup withholding, such Stockholder must cross out Item (2) of the Certification box of the Substitute Form W-9, unless such Stockholder has since been notified by the Internal Revenue Service that such Stockholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering Stockholder to a penalty and 30% federal income tax withholding on the payment of the Offer Price for all Shares purchased from such Stockholder. If the tendering Stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such Stockholder should write "Applied For" in the space provided for the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 30% on all payments of the Offer Price to such Stockholder until a TIN is provided to the Depositary. Noncorporate foreign Stockholders should complete and sign the main signature form and, if eligible, a Form W-8BEN, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. 11. Lost, Destroyed or Stolen Certificates. If any certificate(s) representing Shares has been lost, destroyed or stolen, you must promptly notify the Depositary. You will then be instructed as to the steps that must be taken in order to replace the certificate(s). THIS TRANSMITTAL LETTER AND RELATED DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST OR STOLEN CERTIFICATES HAVE BEEN FOLLOWED. 12. Special Instructions for Holders of Debentures. If you are a holder of Debentures, you must first properly convert your Debentures into Shares before you can tender such Shares in the Offer. On July 15, 2002, the Company delivered to each holder of Debentures a redemption notice that described the procedure for converting Debentures into Shares. This conversion process is also specified by the terms of Debentures and the indenture under which the Debentures were issued. Once you have properly converted your Debentures into Shares and received a certificate evidencing such Shares, you may then tender those Shares to Purchaser as otherwise described in this Transmittal Letter. 13. Shares Subject to Pledge. If your Shares are subject to any pledge, lien, restriction, charge, encumbrance or adverse claim, then you must: (a) have the box entitled "Special Section to be Completed by Pledgees of Shares" completed and signed by the Pledgee of any of the Shares; (b) have the box entitled "Special Payment Instructions to be Completed by Pledgees and Others" completed by the Pledgee to provide for the issuance of the check in the name of the Pledgee for the Offer Price of all Shares purchased (see Instruction 7); (c) have the box entitled "Special Delivery Instructions to be Completed by Pledgees and Others" completed by the Pledgee to provide for the mailing of the check for the Offer Price for all Shares purchased to the address of the Pledgee (see Instruction 7); and (d) comply with Instructions 1 and 5 with respect to the endorsement, completion and execution of Share Certificates, stock powers and this Transmittal Letter. IF THE SHARES ARE SUBJECT TO ANY LIEN, RESTRICTION, CHARGE, ENCUMBRANCE OR ADVERSE CLAIM, THEN THE TENDER OF THE SHARES WILL NOT BE EFFECTIVE UNLESS ALL OF THE FOREGOING PROCEDURES ARE COMPLIED WITH. IMPORTANT: THIS TRANSMITTAL LETTER, PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE). 9 IMPORTANT TAX INFORMATION Under the United States federal income tax laws, a Stockholder whose tendered Shares are accepted for payment is required by law to provide the Depositary (as payer) with such Stockholder's correct TIN on Substitute Form W-9 below. If such Stockholder is an individual, the TIN is such Stockholder's Social Security Number. If the Depositary is not provided with the correct TIN, the Stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such Stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding of 30%. Certain Stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such individual must submit a statement, signed under penalties of perjury, attesting to such individual's exempt status. Forms of such statements can be obtained from the Depositary. Exempt Stockholders, other than foreign individuals, should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for Certification of TIN on Substitute Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold 30% of any payments made to the Stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments that are made to a Stockholder with respect to Shares purchased pursuant to the Offer, the Stockholder is required to notify the Depositary of such Stockholder's correct Taxpayer Identification Number by completing the form below certifying (a) that the TIN provided on Substitute Form W-9 is correct (or that such Stockholder is awaiting a TIN), and (b) that (i) such Stockholder has not been notified by the Internal Revenue Service that such Stockholder is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified such Stockholder that such Stockholder is no longer subject to backup withholding. WHAT NUMBER TO GIVE THE DEPOSITARY The Stockholder is required to give the Depositary the TIN of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering Stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should write "Applied For" in the space provided for the TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 30% of all payments of the Offer Price to such Stockholder until a TIN is provided to the Depositary. 10 - --------------------------------------------------------------------------------------------------------------------- PAYER'S NAME: CITIBANK, N.A. - --------------------------------------------------------------------------------------------------------------------- SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN ---------------------------------- FORM W-9 IN THE BOX AT RIGHT AND CERTIFY BY Social Security Number SIGNING AND DATING BELOW (If awaiting TIN write "Applied For") OR ---------------------------------- Employer Identification Number (If awaiting TIN write "Applied For") DEPARTMENT OF THE PART 2 -- CERTIFICATE -- Under parties of perjury, I certify that: TREASURY INTERNAL REVENUE SERVICE (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION (2) I am not subject to backup withholding because (a) I am exempt from backup NUMBER (TIN) withholding or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure PAYER'S NAME: to report all interest or dividends or (c) the IRS has notified me that I am CITIBANK, N.A. no longer subject to backup withholding. (3) I am a U.S. person (including a U.S. resident alien). CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding, you receive another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). (Also see instructions on the enclosed Guidelines). SIGNATURE OF U.S. PERSON PART 3 --------------------------------------------------------------- DATE _____________________________________________ , 2002 Awaiting TIN [ ] - --------------------------------------------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A BACKUP WITHHOLDING OF ANY PAYMENTS, AT A RATE NO HIGHER THAN 30%, MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS. YOU MUST BE COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE "AWAITING TIN" BOX IN PART 3 OF THE SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (1) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Officer or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a Taxpayer Identification Number to the Depositary by the time of payment, an amount not higher than 30% of all reportable payments made to me thereafter will be withheld, but that such amounts will be refunded to me if I provide a certified Taxpayer Identification Number to the Depositary within sixty (60) days. - ------------------------------------------------------------ --------------------------------------------- SIGNATURE DATE 11 THE INFORMATION AGENT FOR THE OFFER IS: D.F. KING & CO., INC. 77 WATER STREET NEW YORK, NEW YORK 10005 CALL TOLL FREE: (800) 549-6746 JULY 23, 2002 EX-99.3(C) 5 g77293exv99w3xcy.txt GUIDELINES FOR CERTIFICATION OF TAXPAYER ID NUMBER EXHIBIT (a)(1)(C) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYER. -- Social Security numbers have nine digits separated by two hyphens: e.g., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

- -------------------------------------------------------------- ------------------------------------------------------------- GIVE THE GIVE THE SOCIAL SECURITY SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: NUMBER OF -- FOR THIS TYPE OF ACCOUNT: NUMBER OF -- - -------------------------------------------------------------- ------------------------------------------------------------- 1. Individual The individual 6. A valid trust, estate, or pension The legal entity(4) trust 2. Two or more individuals (joint The actual owner of 7. Corporate The corporation account) the account or, if combined funds, the first individual on the account(1) 3. Custodian account of a minor The minor(2) 8. Association, club, religious, The organization (Uniform Gift to Minors Act) charitable, educational, or other tax-exempt organization 4. a. The usual revocable trust The 9. Partnership The partnership (grantor is also trustee.) grantor-trustee(1) b. So-called trust account that is The actual owner(1) 10. A broker or registered nominee The broker or not a legal or valid trust nominee under state law 5. Sole proprietorship The owner(3) 11. Account with the Department of The public entity Agriculture in the name of the public entity (such as a state or local government, school district, or prison) that receives agriculture program payments - ------------------------------------------------------------- -------------------------------------------------------------

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one). (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title). NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 OBTAINING A NUMBER If you do not have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Number Card for an individual, or Form SS-4, Application for Employer Identification Number, from the Social Security Administration office by calling 1 (800) TAX-FORM, and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING PAYEES SPECIFICALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE: 1. An organization exempt from tax under Section 501(a), any individual retirement Account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2); 2. The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly owned agency or instrumentality of any of the foregoing; 3. An international organization or any wholly owned agency or instrumentality thereof; 4. A foreign government or any political subdivisions, agencies or instrumentalities thereof. OTHER PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE: 5. A corporation; 6. A foreign central bank of issue; 7. A dealer of securities or commodities required to register in the United States, the District of Columbia, or possession of the United States. 8. A futures commission merchant registered with the Commodity Futures Trading Commission; 9. A common trust fund operated by a bank under Section 584(a); 10. A real estate investment trust; 11. An entity registered at all times during the tax year under the Investment Company Act of 1940; 12. A financial institution; 13. A middleman known in the investment community as a nominee or custodian; or 14. A trust exempt from tax under section 664 or described in section 4947 PAYMENTS EXEMPT FROM BACKUP WITHHOLDING DIVIDENDS AND PATRONAGE DIVIDENDS - Payments to nonresident aliens subject to withholding under Section 1441. - Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner. - Payments of patronage dividends not paid in money. - Payments made by certain foreign organizations - Section 404(k) payments made by an ESOP. INTEREST PAYMENTS - Payments of interest on obligations issued by individuals. However, if you pay $600 or more of interest in the course of your trade or business to a payee, you must report the payment. Backup withholding applies to the reportable payment if the payee has not provided a TIN or has provided an incorrect TIN. - Payments of tax-exempt interest (including exempt-interest dividends under Section 852). - Payments described in Section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under Section 1451. - Payments made by certain foreign organizations. - Mortgage or student loan interest paid to you. CERTAIN PAYMENTS, OTHER THAN PAYMENTS OF INTEREST, DIVIDENDS, AND PATRONAGE DIVIDENDS, THAT ARE EXEMPT FROM INFORMATION REPORTING ARE ALSO EXEMPT FROM BACKUP WITHHOLDING. FOR DETAILS, SEE SECTIONS 6041, 6041A, 6042, 6044, 6045, 6049, 6050A AND 6050N AND THE REGULATIONS THEREUNDER. EXEMPT PAYEES SHOULD COMPLETE A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. PRIVACY ACT NOTICE. -- Section 6019 requires you to provide your correct taxpayer identification number to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) FAILURE TO FURNISH A TAXPAYER IDENTIFICATION NUMBER. -- If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you make a false statement with no reasonable basis that results in no backup withholding you are subject to a $500 penalty. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. (4) MISUSE OF TINS. -- If the requester discloses or uses taxpayer identification numbers in violation of Federal law, the requester may be subject to civil and criminal penalties. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.7(G) 6 g77293exv99w7xgy.txt SUMMARY PUBLICATION DATED 7/23/02 EXHIBIT (A)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell KMC Shares (as defined below). The Offer (as defined below) is made by the Offer to Purchase (as defined below) and the related transmittal letter and any amendments or supplements thereto, and is being made to all holders of KMC Shares (including holders of KMC Shares issued upon conversion of Debentures (as defined below) who elect to convert their Debentures into KMC Shares) (the "Stockholders"). This Offer, however, is not being made to, nor will KMC Shares be accepted from or on behalf of, holders of KMC Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. Purchaser and Parent (as defined below) may in their discretion, however, take such action as they may deem necessary to make the Offer in any jurisdiction and extend the Offer to holders of KMC Shares in such jurisdiction. NOTICE OF OFFER TO PURCHASE ALL OUTSTANDING SHARES OF COMMON STOCK OF KIEWIT MATERIALS COMPANY AT $17.00 PER SHARE NET IN CASH TO SELLER BY JEM LEAR ACQUISITION COMPANY, INC. A WHOLLY OWNED SUBSIDIARY OF RINKER MATERIALS CORPORATION Jem Lear Acquisition Company, Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Rinker Materials Corporation, a Georgia corporation ("Parent"), is offering to pay $17.00 per share net in cash for each outstanding share of common stock, par value $0.01 per share ("KMC Shares"), of Kiewit Materials Company, a Delaware corporation (the "Company") (including any KMC Shares that may be issued upon the conversion of the Company's 8.028% Series 2000A Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures due 2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due 2011 (collectively, the "Debentures")), upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 23, 2002 (the "Offer to Purchase") and in the related transmittal letter (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer"). Neither Purchaser nor Parent will pay any brokerage fees or commissions on the solicitation for or tender of KMC Shares pursuant to the Offer, and the offer price will be subject to reduction for any applicable backup withholding or stock transfer taxes required by law to be withheld. Purchaser will pay all charges and expenses of Citibank, N.A., which is serving as depositary (the "Depositary"), and D.F. King & Co., Inc., which is acting as information agent (the "Information Agent"), incurred in connection with the Offer. The Offer is being made pursuant to an Agreement and Plan of Merger dated July 9, 2002 by and among Purchaser, Parent and the Company (the "Merger Agreement"). If the Offer is completed, Purchaser will effect a merger of Purchaser with and into the Company. In the merger, each KMC Share (other than (i) KMC Shares held by Purchaser or Parent or any subsidiary of Purchaser or Parent or held in the treasury of the Company, or (ii) KMC Shares owned by Stockholders who did not approve such merger and have demanded appraisal rights in accordance with Section 262 of the Delaware General Corporation Law) will be converted into the right to receive the same consideration as is being offered to Stockholders pursuant to the Offer. The receipt of the offer price or the merger consideration in exchange for the KMC Shares will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under applicable state, local or foreign income or other tax laws. You should consult your tax advisor about the particular tax effect the proposed transactions will have on you. - -------------------------------------------------------------------------------- THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 25, 2002, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- PURCHASER IS NOT OBLIGATED TO PURCHASE ANY TENDERED KMC SHARES UNLESS THE NUMBER OF KMC SHARES TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER EQUALS AT LEAST 90% OF THE KMC SHARES ON A FULLY DILUTED BASIS AT THE TIME OF THE EXPIRATION OF THE OFFER (THE "MINIMUM CONDITION"). HOWEVER, PURCHASER MAY ELECT TO AMEND OR WAIVE THE MINIMUM CONDITION SO AS TO REDUCE THE PERCENTAGE IN THAT CONDITION TO ANY PERCENTAGE REPRESENTING AT LEAST A MAJORITY OF THE KMC SHARES ON A FULLY DILUTED BASIS. The Offer is also subject to a number of other conditions that are described more completely in the Offer to Purchase. For purposes of the Offer, Purchaser shall be deemed to have accepted for payment, and thereby purchased, KMC Shares validly tendered and not properly withdrawn as, if and when Purchaser gives written notice to the Depositary of its acceptance for payment of such validly tendered KMC Shares. Payment for KMC Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for validly tendering Stockholders for the purpose of receiving payment from Purchaser and transmitting payment to tendering Stockholders. Pursuant to the terms of the Merger Agreement, the Board of Directors of the Company has waived the restrictions on transferring Shares set forth in the Company's Restated Certificate of Incorporation to the extent necessary to permit the holders of KMC Shares to tender their shares in the Offer and to permit Purchaser to purchase shares tendered in the Offer. In all cases, the purchase of KMC Shares will be made only after timely receipt by the Depositary of (i) share certificates for such KMC Shares, (ii) a properly completed and duly executed transmittal letter, with any required signature guarantees and (iii) any other documents required by the transmittal letter. If holders of Debentures exercise their right to convert the Debentures into KMC Shares in accordance with the procedures provided in the Debentures, the indenture under which they were issued, and the applicable redemption notice issued by the Company, they may then tender KMC Shares issued upon conversion of the Debentures in the Offer. Holders of KMC Shares pledged to a bank, financial institution or other lender must contact such bank, financial institution or lender regarding the release of such pledge and KMC Shares and must have the bank, financial institution or lender complete the applicable parts of the transmittal letter. Under no circumstances will interest be paid by Purchaser or Parent on the purchase price of the KMC Shares, regardless of any extension of the Offer or any delay in making such payment. The term "Expiration Date" means 5:00 p.m., New York City time, on September 25, 2002, unless Purchaser extends the period of time for which the Offer is open, in which event, the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire. The Purchaser and the Company have agreed that the Purchaser will extend the Expiration Date from time to time (with each such extension not to exceed ten business days) if at the scheduled expiration date of the Offer (i) any of the Offer Conditions (as defined in the Offer to Purchase) (other than the Minimum Condition) have not been satisfied or waived but are reasonably capable of being satisfied on or before November 8, 2002 (subject to possible extension to no later than December 8, 2002 as described in the Offer to Purchase), or (ii) the Minimum Condition shall not have been satisfied, or, to the extent permitted by the Merger Agreement, waived. In the event of any such extension, the Expiration Date shall not be extended without the consent of the Company beyond November 8, 2002 (subject to possible extension to no later than December 8, 2002 as described in the Offer to Purchase), except that the Purchaser may extend the Offer, without the prior consent of the Company, for any period required by any rule or regulation of the Securities and Exchange Commission in connection with an increase in the consideration to be paid pursuant to the Offer. The Purchaser may also elect to provide a subsequent offering period, which is an additional period of time beginning after the Purchaser has purchased KMC Shares tendered during the Offer, during which Stockholders may tender their KMC Shares and receive the Offer Price (as defined in the Offer to Purchase). Tenders of KMC Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date, and unless previously accepted for payment pursuant to the Offer, such KMC Shares may also be withdrawn at any time after September 20, 2002 (except as provided below with respect to a subsequent offering period). To be effective, a written or facsimile transmission notice of withdrawal must be timely delivered to the Depositary at one of its addresses set forth on the back cover page of the Offer to Purchase and must specify the name of the person who tendered the KMC Shares to be withdrawn, the number of KMC Shares to be withdrawn and the name of the registered holder of the KMC Shares to be withdrawn, if different from the name of the person who tendered the KMC Shares. If the KMC Shares to be withdrawn have been delivered or otherwise identified to the Depositary, a signed notice of withdrawal with signatures guaranteed by an eligible institution (as defined in the Offer to Purchase) must be submitted prior to the release of such KMC Shares. In addition, such notice must specify the name of the registered holder (if different from that of the tendering Stockholder) and the serial numbers shown on the particular certificates evidencing the KMC Shares to be withdrawn. If Purchaser provides a subsequent offering period following the Offer, no withdrawal rights will apply to KMC Shares tendered during such subsequent offering period or to KMC Shares tendered in the Offer and accepted for payment. Subject to the terms of the Merger Agreement, all questions as to the form of documents (including notices of withdrawal) and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of KMC Shares will be determined by Purchaser in its sole discretion, which determination shall be final and binding on all tendering Stockholders. None of Purchaser, Parent, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in tenders or any notice of withdrawal or incur any liability for failure to give any such notification. The information required to be disclosed by Rule 14d-6 under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference. The Company has provided us with the names and addresses of all Stockholders, and shall provide such additional information and assistance as Parent or its agents may reasonably request, for the purpose of making the Offer to Stockholders and record holders of Debentures. The Offer to Purchase, the related transmittal letter, and other relevant materials are being mailed to record holders of KMC Shares and record holders of Debentures. THE OFFER TO PURCHASE, THE TRANSMITTAL LETTER, AND THE RELATED MATERIALS CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Requests for additional copies of the Offer to Purchase, the related transmittal letter and other Offer materials should be directed to the Information Agent, at its address and telephone number as set forth below, and copies will be furnished promptly at Purchaser's and Parent's expense. Questions and requests for assistance may be directed to the Information Agent. The Information Agent for the Offer is: D.F. KING & CO., INC. 77 Water Street New York, New York 10005 Call Collect: (212) 269-5550 CALL TOLL-FREE: (800) 549-6746 July 23, 2002 EX-99.(H) 7 g77293exv99wxhy.txt DISCLOSURE STATEMENT CANADIAN RESIDENTS 7/23/02 EXHIBIT (a)(1)(H) DISCLOSURE STATEMENT FOR CANADIAN RESIDENTS DATED JULY 23, 2002 OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF KIEWIT MATERIALS COMPANY BY JEM LEAR ACQUISITION COMPANY, INC. (A WHOLLY OWNED SUBSIDIARY OF RINKER MATERIALS CORPORATION) - -------------------------------------------------------------------------------- PRICE: U.S.$17.00 PER SHARE NET IN CASH TO SELLER - -------------------------------------------------------------------------------- This bid is made in Canada for securities of a U.S. issuer in accordance with U.S. federal securities laws. Securityholders should be aware that the U.S. requirements applicable to the bid may differ from those of the Provinces of Ontario, Alberta, British Columbia, Quebec, Saskatchewan and Newfoundland where the bid is made. All of the directors and officers of the offerors named in this bid circular reside outside of Canada. Substantially all of the assets of these persons and of the offeror may be located outside of Canada. The offeror has appointed 152928 Canada Inc. at Suite 5300, Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9 as its agent for service of process in Canada, but it may not be possible for securityholders to effect service of process within Canada upon the directors, officers and experts referred to above. It may also not be possible to enforce against the offerors and each of their directors and officers judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada. Securityholders resident in Canada should consult their own legal and tax advisers with respect to the tax consequences of selling the securities to the offerors under relevant Canadian federal and provincial legislation and regulations. Securities legislation in certain of the provinces of Canada provides securityholders of the offeree issuer with, in addition to any other rights they may have at law, remedies for rescission or, in some jurisdictions, damages, if a circular or notice that is required to be delivered to such securityholders contains a misrepresentation or is not delivered to the securityholder, provided that such remedies for rescission or damages are exercised by the securityholder within the time limit prescribed by the securities legislation of the securityholder's province. The securityholder should refer to the applicable provisions of the securities legislation of the securityholder's province for particulars of these rights or consult with a legal adviser. Rights and remedies also may be available to securityholders under U.S. law; securityholders may wish to consult with a U.S. legal adviser for particulars of these rights. CERTIFICATE Dated: July 23, 2002 The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. JEM LEAR ACQUISITION COMPANY, INC. /s/ DAVID V. CLARKE /s/ THOMAS G. BURMEISTER - ----------------------------------------------------- ----------------------------------------------------- David V. Clarke Thomas G. Burmeister President Vice President, Treasurer ON BEHALF OF THE BOARD OF DIRECTORS OF JEM LEAR ACQUISITION COMPANY, INC. /s/ DAVID V. CLARKE /s/ THOMAS G. BURMEISTER - ----------------------------------------------------- ----------------------------------------------------- David V. Clarke Thomas G. Burmeister Director Director RINKER MATERIALS CORPORATION /s/ DAVID V. CLARKE /s/ THOMAS G. BURMEISTER - ----------------------------------------------------- ----------------------------------------------------- David V. Clarke Thomas G. Burmeister President, Chief Executive Officer Chief Financial Officer ON BEHALF OF THE BOARD OF DIRECTORS OF RINKER MATERIALS CORPORATION /s/ MARSHALL M. CRISER /s/ WALTER L. REVELL - ----------------------------------------------------- ----------------------------------------------------- Marshall M. Criser Walter L. Revell Director Director EX-99.8(B) 8 g77293exv99w8xby.txt FORM OF LOAN AGMT OF RINKER MATERIALS CORPORATION EXHIBIT (B) RINKER MATERIALS CORPORATION (Borrower) [***] (Lender) US$[____________] REVOLVING LOAN FACILITY AGREEMENT 364 DAYS - --------- * Pursuant to Item 1007(d) of Regulation M-A, the name, address, facsimile number and other identifying information of the bank have been omitted from this filing. The name of the bank has been filed separately with the Secretary of the Securities and Exchange Commission. The symbol "[***]" is used throughout this exhibit to indicate where such identifying information has been omitted. 2 CONTENTS

Clause Page - ------ ---- 1 DEFINITIONS AND INTERPRETATION.......................................................................1 2 COMMITMENT AND CANCELLATION..........................................................................4 3 PURPOSE..............................................................................................5 4 DRAWDOWN.............................................................................................5 5 SELECTION NOTICE.....................................................................................5 6 PRINCIPAL AMOUNT OF SEGMENTS.........................................................................5 7 SELECTION OF FUNDING PERIODS.........................................................................6 8 REPAYMENT............................................................................................6 9 INTEREST.............................................................................................7 10 PAYMENTS.............................................................................................8 11 TAXATION.............................................................................................9 12 CHANGES IN LAW......................................................................................10 13 CONDITIONS PRECEDENT................................................................................13 14 REPRESENTATIONS AND WARRANTIES......................................................................14 15 UNDERTAKINGS........................................................................................16 16 EVENTS OF DEFAULT...................................................................................19 17 INTEREST ON OVERDUE AMOUNTS.........................................................................21 18 FEES................................................................................................22 19 INDEMNITIES.........................................................................................22 20 CURRENCY INDEMNITY..................................................................................22

3 21 EXPENSES............................................................................................23 22 STAMP DUTIES........................................................................................23 23 SET-OFF.............................................................................................23 24 WAIVERS, REMEDIES CUMULATIVE........................................................................23 25 SEVERABILITY OF PROVISIONS..........................................................................24 26 SURVIVAL OF REPRESENTATIONS AND INDEMNITIES.........................................................24 27 MORATORIUM LEGISLATION..............................................................................24 28 ASSIGNMENTS.........................................................................................24 29 NOTICES.............................................................................................25 30 AUTHORISED OFFICERS.................................................................................26 31 GOVERNING LAW AND JURISDICTION......................................................................27 32 COUNTERPARTS........................................................................................27 33 AMENDMENTS..........................................................................................27 EXECUTION PAGES........................................................................................27 ANNEXURE A - DRAWDOWN NOTICE...........................................................................28 ANNEXURE B - SELECTION NOTICE..........................................................................29 ANNEXURE C - REPAYMENT NOTICE..........................................................................30 ANNEXURE D - CSR GUARANTEE.............................................................................31 ANNEXURE E - OPINION OF ALLENS ARTHUR ROBINSON.........................................................50 1 THIS AGREEMENT is made the day of July 2002 BETWEEN RINKER MATERIALS CORPORATION of 1501 Belvedere Road, West Palm Beach, Florida 33406, United States of America (the "Borrower") AND [***] of [***], United States of America (the "Lender") WHEREAS: The Borrower has requested the Lender to provide the Borrower with a facility under which financial accommodation may be made available to the Borrower. NOW IT IS AGREED as follows. 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions When used in this Agreement the following terms shall have the following meanings unless the context otherwise requires. "Authorisation" includes: (a) any consent, authorisation, registration, filing, agreement, notarisation, certificate, permission, licence, approval, authority or exemption from, by or with a Governmental Agency; or (b) the expiry of the specified period during which a Governmental Agency by law may intervene or act, but does not do so, to prohibit or restrict in whole or part anything in respect of this Agreement. "Authorised Officer" means: (a) in respect of the Borrower, any person who is a secretary, president, vice president, treasurer or assistant treasurer of the Borrower or any person from time to time nominated as an Authorised Officer by the Borrower by notice to the Lender signed by two Authorised Officers, such notice to be accompanied by certified copies of the signatures of all persons so appointed; and (b) in respect of the Lender, any person whose title of office includes the word "Senior Vice President" or "Vice President" or cognate expressions (including any person acting in any such office) or any secretary or director, and the Borrower shall be entitled to assume that any person purporting to hold such office does hold such office. "Business Day" means a day, other than a Saturday or Sunday or gazetted public holidays, on which banks are open for business in New York City and London. "Commitment" means US$[__________] as reduced or cancelled under the terms of this Agreement. 2 "CSR Guarantee" means the guarantee dated on or about the date of this agreement given by the Guarantor in favour of the Lender in the form set out in Annexure D. "Default Rate" means [ ] per cent ([ ]%) per annum above the Interest Rate. "Drawdown Date" means the date (being a Business Day) on which any Segment under this Agreement is or is to be drawn. "Drawdown Notice" means a notice given in accordance with Clause 4. "ERISA" means the Employee Retirement Income Security Act of 1974 of the United States of America and the regulations promulgated and rulings issued thereunder as amended from time to time and any successor statute thereto. "Event of Default" means any of the events specified in Clause 16. "Excluded Tax" means any Tax imposed by any jurisdiction on the net income or capital gains of the Lender as a consequence of the Lender being a resident of or organised or doing business in that jurisdiction, but excludes any Tax: (a) which is calculated on or by reference to the gross amount of any payment (without the allowance of any deduction) under this Agreement; or (b) which is imposed as a result of the Lender being considered a resident of or organised or doing business in that jurisdiction solely as a result of it being a party to this Agreement. "Facility" means the facility made available under Clause 2.1 of this agreement. "Financial Indebtedness" means any indebtedness (other than trade credit in the ordinary course of business) in respect of moneys borrowed or raised or any financial accommodation whatsoever including (without limiting the generality of the foregoing) under or in respect of any bill, acceptance, endorsement, bond, note, debenture or other similar debt security, guarantee, redeemable share (where such share is redeemable prior to the Repayment Date), discounting arrangement, finance or capital lease, hire purchase of any asset or service, any obligation to deliver goods or provide services paid for in advance by any financier or in relation to any other financing transaction. "Funding Period" means, in respect of a Segment, a period for which interest rates are fixed and the Segment funded, such period to commence on and include the Drawdown Date or the last day of the previous Funding Period and have a duration selected under Clause 7 and end on but exclude the last day of such period. "Governmental Agency" means any government or any governmental, semi-governmental or judicial entity, authority or agency. "Guarantor" means CSR Limited ABN 90 000 001 276. "Interest Rate" means the Reference Rate plus the Margin. 3 "Lending Office" means the office of the Lender described above or such other branch, office or agency to which the Lending Office is changed in accordance with Clause 28.4. "LIBOR" means the offered rates displayed on the Reuters screen LIBOR01 page (or any equivalent successor thereof) for a term equivalent to the relevant Funding Period at or about 11.00 a.m. (London time) on the day on which rates are displayed for the value date which is the first day of that Funding Period. "Margin" means, for any day during a Funding Period: (a) where the Rating is [ ] or above, [ ]% per annum; and (b) where the Rating is below [ ], [ ]% per annum. "Material Adverse Effect" means a material adverse effect upon the ability of the Borrower to perform its obligations to pay principal and interest under this Agreement. "Principal Outstanding" means the aggregate principal amount advanced under this Agreement and outstanding from time to time. "Rating" means the rating of the long-term senior unsecured debt of the Borrower (guaranteed by the Guarantor), or where the Borrower's long-term senior unsecured debt (guaranteed by the Guarantor) is not rated, the Guarantor, published from time to time by Moody's Investor Service Inc.. "Reference Banks" means Mizuho International Plc, JPMorgan Chase & Co, Deutsche Bank AG and UBS AG. "Reference Rate" means, subject to Clause 9.5, LIBOR. "Related Body Corporate" has the meaning given in the Corporations Act 2001 of Australia. "Repayment Date" means the date which is 364 days after the date of this agreement or such other date as the parties may agree under Clause 8.2 of this agreement and if the Repayment Date is not a Business Day, the immediately preceding Business Day. "Repayment Notice" means a notice given in accordance with Clause 8.3. "Security Interest" includes any mortgage, pledge, lien (other than one arising in the ordinary course of business or by operation of law) or charge or any security or preferential interest or arrangement of any kind, or any other right of or arrangement with any creditor to have its claims satisfied prior to other creditors (other than priority accorded by statute or a right of set-off) with, or from the proceeds of, any asset and any deposit of money by way of security but excluding any charge or lien arising in favour of any Governmental Agency by operation of statute. "Segment" means a sum advanced or to be advanced under this Agreement having a principal amount and Funding Period as specified in a Drawdown Notice or Selection Notice. 4 "Selection Notice" means a notice given in accordance with Clause 5. "Subsidiary" has the meaning given in the Corporations Act 2001 of Australia. "Tax" includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a Governmental Agency, together with any interest, penalty (other than a penalty incurred as a result of the delay or default of the Lender), charge, fee or other amount imposed or made on or in respect of any of the foregoing, and "Taxation" shall be construed accordingly. "Undrawn Commitment" means the Commitment less the Principal Outstanding. "US$" means the lawful currency of the United States of America. 1.2 Interpretation In this Agreement headings are for convenience only and shall not affect interpretation and except to the extent that the context otherwise requires: (a) references to any legislation or to any provision of any legislation include any modification or re-enactment of, or any legislative provision substituted for, and all statutory instruments issued under, such legislation or such provision; (b) words denoting the singular include the plural and vice versa; (c) words denoting individuals include corporations and vice versa; (d) words denoting any gender include all genders; (e) references to Clauses, Annexures and Schedules are references to clauses, annexures and schedules of this Agreement; (f) references to any document or agreement (including this Agreement) include references to such document or agreement as amended, novated, supplemented or replaced from time to time; (g) references to any party to this Agreement or any other document or agreement include its successors or permitted substitutes or assigns; and (h) "writing" and cognate expressions include all means of reproducing words in a tangible and permanently visible form. 2 COMMITMENT AND CANCELLATION 2.1 On the terms and subject to the conditions of this Agreement the Lender, through its Lending Office, shall make available to the Borrower a revolving loan facility in the amount of the Commitment, but so that the Principal Outstanding will not at any time exceed the Commitment. 2.2 On the giving of not less than ten Business Days prior written notice to the Lender, the Borrower may cancel all or part of the Commitment which is not drawn as at the expiry of the notice and the Commitment shall be reduced accordingly. If part, unless 5 the Lender otherwise agrees, such part shall be a minimum of US$5,000,000 and an integral multiple of US$1,000,000. 3 PURPOSE The Borrower shall use the net proceeds of all Segments provided under this Agreement for general funding purposes including, without limitation, the acquisition of any company, assets or business. 4 DRAWDOWN 4.1 Drawdown Notice Whenever the Borrower wishes to make a drawing it shall give to the Lender an irrevocable Drawdown Notice substantially in the form of Annexure A, to be received by the Lender not later than 11.00 a.m. New York City time on the third Business Day prior to the proposed Drawdown Date (which shall be a Business Day). 4.2 Advance of Segment On the terms and subject to the conditions of this Agreement, whenever the Borrower requests a Segment under a Drawdown Notice, the Lender shall through its Lending Office make available the Segment to the Borrower's account as specified in the relevant Drawdown Notice on the relevant Drawdown Date in same day funds not later than 1.00pm New York time PROVIDED THAT the aggregate Principal Outstanding shall not exceed the Commitment. 5 SELECTION NOTICE 5.1 When Notice to be given Not later than 11.00 a.m. New York City time on the third Business Day before the last day of each Funding Period the Borrower may give to the Lender an irrevocable Selection Notice substantially in the form of Annexure B. 5.2 Failure to give Selection Notice If the Borrower fails to give a Selection Notice in accordance with this Clause in respect of any Segment and fails to give notice of its intention to repay that Segment on that last day in accordance with Clause 8.3 of this Agreement, it shall be deemed to have served a Selection Notice electing to continue the Segment with a Funding Period of one month. 6 PRINCIPAL AMOUNT OF SEGMENTS The principal amount of each Segment shall be a minimum of US$5,000,000 and an integral multiple of US$1,000,000. 6 7 SELECTION OF FUNDING PERIODS (a) Subject to the subsequent provisions of this Clause, Funding Periods selected by the Borrower shall be of one, two, three, four, five or six months or of such other term as may be agreed between the Borrower and the Lender. (b) Should a Funding Period end on a day which is not a Business Day, that Funding Period shall be extended to the next Business Day in the same calendar month or, if none, the preceding Business Day. (c) If a Funding Period commences on a date in a month and there is no corresponding date in the month in which it is to end, it shall end on the last Business Day in that latter month. (d) No Funding Period shall extend beyond the Repayment Date. (e) Subject to Clause 5.2, if the Borrower fails to select a Funding Period complying with this Clause the Lender shall promptly notify the Borrower thereof and in consultation with the Borrower may vary any Drawdown Notice or Selection Notice to ensure compliance. 8 REPAYMENT 8.1 Subject to Clause 8.2, the Borrower must repay the Principal Outstanding on the Repayment Date. 8.2 (a) At any time prior to one month before the then current Repayment Date the Borrower may with the prior consent of the Guarantor request in writing the Lender to extend the Repayment Date by up to 364 days. (b) The Lender may, in its absolute discretion, agree to the extension of the Repayment Date on such terms and conditions as may be agreed upon between the parties. Any such agreement shall take effect in accordance with its terms and those terms shall be notified to the Borrower and the Guarantor by the Lender in writing. 8.3 (a) If the Borrower wishes to repay a Segment on the last day of the Funding Period of that Segment, it shall give the Lender no later than 12.00 noon New York City time on the fifth Business Day prior to that day an irrevocable Repayment Notice substantially in the form of Annexure C and that Segment shall become repayable on the last day of the relevant Funding Period of that Segment. (b) Subject to this Agreement, Segments repaid under paragraph (a) may be redrawn. 7 9 INTEREST 9.1 Notification of rates The Lender shall notify the Borrower of the Interest Rate for each Funding Period as soon as it is ascertained and this shall be prima facie evidence of that Interest Rate. If the Borrower has reasonable grounds to believe that the Lender has made an error in calculating the amount of the Interest Rate for a Funding Period, it may by notice to the Lender query the calculation of the Interest Rate notified by the Lender. 9.2 Interest Interest shall accrue from day to day on each Segment for each Funding Period at the Interest Rate applicable to that day. 9.3 Basis of calculation of interest Interest shall be computed on the basis of the actual number of days elapsed and a year of 360 days. 9.4 Payment of interest Except where this Agreement provides otherwise, interest shall be payable by the Borrower in arrears on the last day of the relevant Funding Period in respect of each Segment. 9.5 Alternative Reference Rate (a) If for any reason in respect of any Funding Period only one or no rates are displayed on the LIBOR01 page of the Reuters screen for a term equivalent to that Funding Period or that page of the screen is not available, then the Reference Rate for that Funding Period shall be the simple average (rounded if necessary to the nearest five decimal places) of the rates quoted to the Lender by each of the Reference Banks as the rate at which that bank, at approximately 11.00 a.m. on the day on which the relevant LIBOR rates would otherwise have been displayed for the relevant value date, would offer prime banks in the London interbank market a deposit in a principal amount and term substantially equal to the principal amount and Funding Period of the relevant Segment. (b) If in respect of a Segment: (i) the Lender is unable to determine LIBOR for the relevant Funding Period by reason of the failure of at least two of the Reference Banks to supply the quotations necessary to enable such determination to be made; or (ii) by reason of circumstances affecting the London interbank market, LIBOR materially differs from the Lender's cost of funding that Segment, then: 8 (iii) the Lender shall promptly give notice to the Borrower: (iv) the Lender and the Borrower shall negotiate in good faith with a view to agreeing on a reasonably comparable reference rate for that Segment having regard, inter alia, to the rates (if any) at which the Reference Banks would offer prime banks in the London interbank market a deposit in a principal amount and term substantially equal to the principal amount and Funding Period of that Segment; (v) if the Lender and the Borrower so agree within ten Business Days of the date of the notice referred to in paragraph (iii), then the Reference Rate applying retroactively to that Segment shall be the reference rate so agreed; (vi) if the Lender and the Borrower fail so to agree, the Reference Rate applying retroactively in respect of that Segment shall be the rate that the Lender in its reasonable opinion immediately determines to be a rate which represents its cost of funding that Segment for the relevant Funding Period and the Lender shall notify the Borrower immediately of that rate; and (vii) at any time within twenty Business Days after receiving a notice pursuant to paragraph (vi), the Borrower may, upon giving five Business Days' notice to the Lender, prepay that Segment together with accrued interest thereon and an amount (if any) which reasonably compensates the Lender for any losses or expenses of liquidating or re-employing the funds. 10 PAYMENTS 10.1 Time and place The Borrower shall make all payments under this Agreement in US$ in same day funds on the due date to the Lender's account as notified in writing by the Lender to the Borrower. The Lender shall make all payments under this Agreement in US$ in same day funds on the due date to the Borrower's account: At: Bank One N.A. 1 Bank One Plaza Chicago IL 60670 Account of: Rinker Materials Corporation Account no.: [***] or such other account from time to time notified in writing by the Borrower. 10.2 No deduction The Borrower shall make all payments required under this Agreement without set-off or counterclaim and without deduction, whether on account of Taxes (except to the 9 extent that the Borrower is required by law to deduct Taxes, but without prejudice to Clause 11 (Taxation)) or otherwise. 10.3 Payment to be made on a Business Day Whenever any payment shall become due on a day which is not a Business Day, the due date shall be the next Business Day in the same calendar month or, if none, the last preceding Business Day, and interest shall be adjusted accordingly. 11 TAXATION 11.1 Additional Payments Whenever the Borrower is required by law to make a deduction or withholding in respect of Tax from any payment to be made under this Agreement, then it shall: (a) promptly pay the amount deducted or withheld on the date that Tax is due to be paid to the appropriate Governmental Agency; (b) if requested by the Lender, within twenty Business Days of that request deliver to the Lender official receipts, if any, received by the Borrower or other documentation of the Borrower evidencing payment of that amount; and (c) if and to the extent that such Tax is not an Excluded Tax, pay the Lender such additional amounts as necessary to ensure that the Lender receives when due a net amount (after payment of any Taxes in respect of such additional amounts) in US$ equal to the full amount which it would have received had a deduction or withholding not been made; provided however that if the Borrower is required, or is likely to be required, to make payment to the Lender pursuant to paragraph (c), the Lender and the Borrower shall negotiate in good faith with a view to determining whether there is any action which may be taken to avoid or minimise the Borrower's obligation to make such deduction or withholding in such a manner as will not increase the cost to the Lender of making, funding or maintaining the Commitment or any Segment or reduce the return on the capital employed to fund the Commitment or any Segment. 11.2 Tax Credits If the Borrower is required by law to pay any additional amount pursuant to Clause 11.1 and the Lender, in its reasonable opinion, is able to apply for or otherwise to take advantage of any offsetting tax credit, rebate or other similar tax benefit arising out of or in connection with the deduction or withholding giving rise to the obligation to pay such additional amount, the Lender shall give notice thereof to the Borrower and the Lender shall take steps as it may in its reasonable discretion determine to obtain that credit, rebate or benefit and will, upon receipt thereof, reimburse to the Borrower the amount of that credit, rebate or benefit as it in its reasonable opinion determines is allocable to that deduction or withholding. Nothing in this Clause shall require the Lender to disclose to the Borrower any information regarding its tax affairs. 10 11.3 Tax Forms (a) The Lender will provide or file by the due date with the Borrower or any relevant Governmental Agency any form, certificate or other document required by the Internal Revenue Code, Regulations or other administrative pronouncements by the Treasury or the Internal Revenue Service of the United States of America to be filed in respect of this Agreement or the transactions contemplated by this Agreement. (b) The Lender is required to furnish Form W-9 to be provided to the Borrower on or before the date of this Agreement. 12 CHANGES IN LAW 12.1 Increased Costs If any change in, any making of, or any change in the interpretation or application by any Governmental Agency of, or compliance with, any law, regulation, official directive or request with which it is customary for banks to comply (including, without limitation, with respect to Taxation (other than an Excluded Tax) or reserve, liquidity, capital adequacy, special deposit or similar requirements) affects the Lender (such change, making, interpretation, application or compliance occurring after the date of this Agreement and not being ordinarily within the knowledge of prudent banks in the ordinary course of business as at the date of this Agreement (and, without limitation, the matters set out in the statement on Banking Regulations and Supervisory Practices dated July 1988 and entitled "International Convergence of Capital Measurement and Capital Standards" ("the Statement") are to be so regarded as within the knowledge of prudent banks) and as a result:- (a) the effective cost to the Lender of making, funding or maintaining any Segment or the Commitment is in any way increased; (b) any amount paid or payable to or received or receivable by the Lender under or in respect of this Agreement is in any way reduced; or (c) the return (the basis of calculation of which shall be certified in writing by the Lender and notified to the Borrower as soon as practicable after the signing of this Agreement) of the Lender on the capital employed to fund the Commitment or any Segment is in any way reduced (such reduction not resulting from the implementation by the applicable authorities having jurisdiction over the Lender or its Lending Office of the matters set out in the Statement), in any such case by or in an amount which is not on account of Excluded Tax and which the Lender reasonably considers is material, then: (d) the Lender shall promptly notify the Borrower of the occurrence of that event, providing reasonable details of the event and the nature and amount of such increased cost or reduction; and (e) the Lender and the Borrower shall negotiate in good faith with a view to avoiding the imposition of such increased cost or reduction in such a manner 11 which does not increase the cost to the Lender of making, funding or maintaining the Commitment or any Segment or reduce the return on the capital employed to fund the Commitment or any Segment and if the Borrower and the Lender cannot come to an agreement within twenty (20) Business Days of notice given under Clause 12.1(d) then on demand from time to time the Borrower shall pay to the Lender the amount certified in good faith by an Authorised Officer of the Lender which shall reasonably compensate the lender for such increased cost or reduction. This Clause applies with respect to official directives or requests whether or not having the force of law and, if not having the force of law, the observance of which is in accordance with the practice of prudent banks in the country concerned. 12.2 Minimisation of cost The Lender shall use reasonable endeavours to avoid or, if avoidance is not possible, to minimise any such cost, reduction or payment referred to in Clause 12.1 and the effect of any unlawfulness referred to in Clause 12.5. 12.3 Survival of obligations The Borrower's and Lender's obligations under this Clause shall survive the repayment of the Principal Outstanding and the termination of this Agreement. 12.4 Prepayment on increased costs If: (a) the Borrower receives a notice under Clause 12.1(d); or, (b) as a result of the making of, or a change in the interpretation or application by any Governmental Agency of, any law or treaty the Borrower is or will become obliged to make any additional payment under Clause 11 (Taxation), the Borrower, at any time within forty (40) Business Days of receiving that notice or becoming so obliged, may upon notice to the Lender immediately prepay the Principal Outstanding, together with accrued interest thereon and the amount (if any) payable by the Borrower under Clause 12.7. 12.5 Lender Illegality If the making of, or a change in the interpretation or application by any Governmental Agency of, any law or treaty makes it unlawful for the Lender to make, fund or maintain the accommodation required under this Agreement then the Lender immediately upon becoming so aware shall notify the Borrower of the unlawfulness with evidence certified by an Authorised Officer of the Lender of that unlawfulness and: (a) the Lender shall consult in good faith with the Borrower with a view to finding an alternative, including, without limitation, changing its Lending Office to another jurisdiction provided that such alternative or change does not subject 12 the Borrower or the Guarantor to any increase in costs, Taxes or expenses which are a direct or indirect consequence of that alternative or change, and if an alternative or change cannot be agreed upon: (b) the Lender may by notice to the Borrower reduce the Commitment or require the Borrower to reduce the Principal Outstanding to the extent that it is unlawful; (c) if required by the law or treaty, or if necessary to prevent or remedy a breach of the law or treaty, the Borrower will prepay the Principal Outstanding or the reduction therein referred to in paragraph (b) as the case may be, together with accrued interest thereon and all fees and other amounts due and payable as at that date under this Agreement and the amount (if any) payable under Clause 12.7; and (d) that prepayment shall be made immediately after receipt of the notice referred to in paragraph (b), but if delay in prepayment is permitted by, or will not cause a breach of, the law or treaty, it shall be made on the latest permitted day and until such day, the Borrower shall remain entitled to give the Lender Selection Notices in relation to the Segment or Segments in question provided that in no case shall the Borrower select a Funding Period which expires after the latest day permitted by the relevant law or treaty for repayment. 12.6 Borrower or Guarantor Illegality If it becomes unlawful for the Borrower to perform or comply with its obligations under this Agreement or for the Guarantor to perform or comply with any of its obligations under the CSR Guarantee, then the Borrower immediately upon becoming so aware shall give notice of the unlawfulness to the Lender with evidence certified by an Authorised Officer of the Borrower of that unlawfulness and: (a) the Borrower shall consult in good faith with the Lender and the Guarantor with a view to finding an alternative, including without limitation, changing the Lending Office to another jurisdiction provided that such alternative or change does not subject the Lender, Borrower or the Guarantor to any increase in costs, Taxes or expenses which are a direct or indirect consequence of that alternative or change, and if an alternative cannot be agreed upon: (b) the Lender may by notice to the Borrower reduce the Commitment or require the Borrower to reduce the Principal Outstanding to the extent that it is unlawful; (c) if required by the law or treaty, or if necessary to prevent or remedy a breach of the law or treaty, the Borrower will prepay the Principal Outstanding or the reduction therein referred to in paragraph (b) as the case may be, together with accrued interest thereon and all fees and other amounts due and payable as at that date under this Agreement and the amount (if any) payable under Clause 12.7; and 13 (d) that prepayment shall be made immediately after receipt of the notice referred to in paragraph (b), but if delay in prepayment is permitted by, or will not cause a breach of, the law or treaty, it shall be made on the latest permitted day and until such day, the Borrower shall remain entitled to give the Lender Selection Notices in relation to the Segment or Segments in question provided that in no case shall the Borrower select a Funding Period which expires after the latest day permitted by the relevant law or treaty for repayment. 12.7 Break Costs If the Borrower prepays any amount ("the Amount Prepaid") pursuant to this Agreement otherwise than on the last day of a Funding Period then, if the amount determined as follows ("the Break Amount") is negative, the Borrower shall pay to the Lender the Break Amount, and if the Break Amount is positive, the Lender shall pay to the Borrower the Break Amount: AP x [MR - IR] x RD Break Amount = ------------------- 360 Where: AP means the Amount Prepaid. MR means the rate of interest (expressed as a percentage per annum) which would have been payable to the Lender in respect of a deposit in an amount equal to the Amount Prepaid as if it had been placed by the Lender, for the period defined as RD below, with a prime bank in the London interbank market. IR means the Interest Rate (expressed as a percentage per annum) determined in accordance with Clause 9 which would otherwise have been applicable to the Amount Prepaid. RD means the number of days from and including the date of prepayment to but excluding the last day of the relevant Funding Period. 13 CONDITIONS PRECEDENT 13.1 Conditions precedent to Initial Drawdown Notice The right of the Borrower to give the initial Drawdown Notice and the obligations of the Lender under this Agreement are subject to the Lender having received:- (a) certified true copies of the certificate of incorporation and the constitution of the Guarantor and of the certificate of incorporation and by-laws of the Borrower; (b) a certified true copy of the resolutions of the board of directors of the Borrower approving the entry into this transaction and the execution of documents evidencing it; 14 (c) certified true copies of the power of attorney of the Guarantor under which it has executed the CSR Guarantee and of the resolution of the board of directors of the Guarantor authorising the execution of that power of attorney; and (d) the CSR Guarantee duly executed by the Guarantor; (e) a certified copy of a specimen signature of each Authorised Officer of the Borrower and the Guarantor; (f) a legal opinion substantially in the form of Annexure E from Allens Arthur Robinson as to the CSR Guarantee. 13.2 Conditions precedent to Drawdown The obligation of the Lender to make funds available on a Drawdown Date is subject to the further conditions precedent that: (a) (representations true): the representations and warranties by the Borrower in this Agreement and by the Guarantor in the CSR Guarantee are true in all material respects as at the date of the relevant Drawdown Notice and the Drawdown Date as though they had been made at that date, in each case by reference to the facts and circumstances then subsisting; (b) (no default): no Event of Default or event which with lapse of time and/or giving of notice would be an Event of Default shall be subsisting and unwaived at the date of the relevant Drawdown Notice and the Drawdown Date or will result from the provision of the Segment; and (c) (Authorisation): all necessary Authorisations for the provision of that Segment (if any) have been obtained. 14 REPRESENTATIONS AND WARRANTIES 14.1 Representations and warranties The Borrower makes the following representations and warranties for the benefit of the Lender. (a) (Status): It is a corporation duly incorporated and validly existing in good standing under the laws of the State of Georgia. (b) (Corporate power): It has the corporate power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement. (c) (Corporate authorisations): It has taken all necessary corporate action to authorise the entry into and performance of this Agreement and the transactions contemplated by this Agreement. (d) (Agreement binding): This Agreement constitutes its valid and binding obligation enforceable in accordance with its terms, subject to applicable 15 bankruptcy, insolvency, liquidation or similar laws of general application and equitable principles and remedies. (e) (Transactions permitted): Neither the execution and performance by it of this Agreement nor any transaction contemplated by or under this Agreement will violate in any respect any provision of: (i) any law or treaty or any judgment, ruling, order or decree of any Governmental Agency binding on it; (ii) its certificate of incorporation and by-laws; (iii) any other document or agreement which is binding upon it or its assets, and, except as may be provided by this Agreement, to its knowledge and belief, did not and will not result in: (iv) the creation or imposition of any Security Interest on any of its assets under any of the foregoing which would have a Material Adverse Effect; or (v) the acceleration of any obligation or the cancellation of any right of it with respect to any Financial Indebtedness, or anything which constitutes (or which, with the giving of notice and/or lapse of time would constitute) an event of default under any agreement relating to Financial Indebtedness, in each case to an extent which would have a Material Adverse Effect. (f) (Accounts): (i) Its most recent audited accounts present fairly, in all material respects, its financial position and the results of its operations as at the date and for the period to which they relate. (ii) Those accounts have been prepared in accordance with accounting principles and practices generally accepted in Australia consistently applied, except to the extent of departures disclosed in those accounts and the notes thereto or in the auditor's report attached to those accounts. (g) (No litigation): Subject to matters disclosed in its accounts and the notes thereto and information in press releases issued or notifications given to any stock exchange by the Borrower or the Guarantor and any other information notified in writing to the Lender by the Borrower or the Guarantor from time to time no litigation, arbitration, tax claim, dispute or administrative proceeding is presently current or pending or, to its knowledge, threatened, which, if adversely determined, would have a Material Adverse Effect. (h) (No default): It is not in default for non-payment (subject to any grace period, waiver or any indulgence whatsoever) of any Financial Indebtedness in an amount in excess of US$20,000,000 (or an equivalent amount in another currency) under any document or agreement binding on it or it is contesting in 16 good faith its liability for such Financial Indebtedness and to its knowledge nothing has occurred which is or would with the giving of notice and/or lapse of time constitute an event of default under any such document or agreement in circumstances where such default for non-payment or occurrence, as the case may be, would have a Material Adverse Effect. (i) (Authorisations): All Authorisations, if any, obtainable and required in connection with the execution, delivery or performance by it and the validity and enforceability of this Agreement and the transactions contemplated by this Agreement have been obtained or effected and are in full force and effect. (j) (Material adverse changes): Since the date of its latest audited accounts there has been no change in its financial position and operations which would have a Material Adverse Effect on both it and the Guarantor (and in respect of the Guarantor, Material Adverse Effect shall have the meaning given in the CSR Guarantee). (k) (ERISA): It has not: (i) voluntarily terminated any employee pension benefit plan covered by Title IV of ERISA where such termination has resulted in a liability of the Borrower to the Pension Benefit Guaranty Corporation which would have a Material Adverse Effect; (ii) entered into any prohibited transaction (as defined in Section 4975 of the Internal Revenue Code or in Section 406 of ERISA) involving any employee benefit plan covered by Title 1 of ERISA which has resulted in any liability for Tax under Section 4975 of the Internal Revenue Code or Section 502 of ERISA which would have a Material Adverse Effect; or (iii) caused or permitted the occurrence of any reportable event (as defined in Section 4043 of ERISA) other than any such event with respect to which the 30-day notice requirement has been waived in relation to any employee benefit plan covered by Title 1 of ERISA which has resulted in a liability to the Borrower which would have a Material Adverse Effect. 14.2 Deemed Repeated Each of the representations and warranties contained in this Agreement shall be deemed to be repeated by the Borrower at the date of each Drawdown Notice and Selection Notice by reference to the facts and circumstances then subsisting. 15 UNDERTAKINGS 15.1 General undertakings The Borrower undertakes to the Lender as follows, except to the extent that the Lender otherwise consents in writing. (a) (Corporate reporting and information): It will furnish to the Lender: 17 (i) (annual accounts): as soon as practicable (and in any event not later than 120 days) after the close of each of its financial years copies of its audited consolidated and unconsolidated statement of financial position and statement of financial performance; (ii) (semi-annual accounts): as soon as practicable (and in any event not later than 90 days) after the first half of each of its financial years a copy of its unaudited accounts in respect of that half year as prepared by it for incorporation into the semi-annual accounts of the Guarantor referred to in Clause 4.1(a)(ii) of the CSR Guarantee; and (iii) (other information): such other information (other than information which in its reasonable opinion it requires to keep confidential) in relation to its financial condition or business as the Lender may reasonably request. (b) (Accounting principles): It will ensure that each statement of financial position and statement of financial performance furnished by it to the Lender under paragraph (a) shall: (i) be prepared in accordance with accounting principles and practices generally accepted in Australia consistently applied except to the extent of departures disclosed in those accounts and the notes thereto or in the auditor's report attached to those accounts; and (ii) present fairly, in all material respects, its financial position and the results of its operations as at the date and for the period to which they relate. (c) (Authorisations): It will use all reasonable endeavours to ensure that all Authorisations obtainable and required for the validity, enforceability and performance of its obligations under this Agreement are obtained and maintained in full force and effect. (d) (Notice to Lender): It will give notice to the Lender as soon as it becomes aware of the occurrence of any Event of Default. (e) (Negative pledge): It will not create, permit or suffer to exist, without the prior consent of the Lender, which consent shall not be unreasonably withheld or delayed, any Security Interest over all or any of its assets if the aggregate amount from time to time outstanding thereunder represents more than ten per cent (10%) of the value of its total assets (as disclosed in its latest audited accounts), disregarding: (i) liens arising by operation of law in the ordinary course of business; (ii) any Security Interest existing at the time of acquisition on any asset acquired by it after the date of this Agreement and not created in contemplation of the acquisition provided that there is no increase in the amount of the principal moneys secured by that Security Interest; 18 (iii) any Security Interest created on any asset or group of associated assets acquired by it at arms' length from an unrelated party or developed by it after the date of this Agreement: (A) for the sole purpose of financing or refinancing that acquisition or development; and (B) securing principal moneys not exceeding one hundred per cent (100%) of the cost of that acquisition or development; (iv) any Security Interest on an asset in substitution for an existing Security Interest on that asset in connection with the refinancing of the borrowed money secured on that asset provided there is no increase in the amount of the principal moneys secured by that Security Interest; (v) any Security Interest in the nature of a project cross-charge to secure only the performance of its obligations to the other joint venturers in the project; (vi) any Security Interest existing at the date of this Agreement provided there is no increase in the amount of the principal moneys secured by that Security Interest; (vii) any rights by way of reservation or retention of title which are required by the supplier of any property to the Borrower in the ordinary course of business; (viii) any rights of set-off arising in the ordinary course of business or by operation of law; (ix) any lien in respect of a judgment debt against the Borrower provided that stay of execution in respect thereof has been obtained or adequate reserves have been provided in respect thereof; (x) any Security Interest which the Borrower is required to create by any applicable law or is required or considers it necessary or expedient to create in order to obtain any governmental or regulatory consent, approval, authority, licence, permission or exemption; and (xi) any statutory charge in favour of any Governmental Agency, and without in any such case at the same time extending to the Lender equally and rateably, the same such Security Interest (or its equivalent as the Lender shall reasonably require). (f) (Corporate existence): It will do all things necessary to maintain its corporate existence. (g) (Pari Passu): It will ensure that its obligations under this Agreement rank and will continue to rank at least pari passu with all of its other unsecured and unsubordinated obligations, other than obligations preferred by operation of law. 19 15.2 Term of undertakings Each undertaking in this Clause shall continue from the date of this Agreement until all moneys payable by the Borrower under this Agreement are fully and finally repaid. 16 EVENTS OF DEFAULT Upon the occurrence of any of the following (whether or not within the control of the Borrower): (a) (non-payment): the Borrower fails to pay any amount of principal payable by it under this Agreement when due and that amount remains unpaid for a period of five Business Days after the due date or the Borrower fails to pay any interest or other amount payable by it under this Agreement (other than principal) and that amount remains unpaid for a period of five Business Days from the date of notice of that non-payment by the Lender to the Borrower; (b) (other obligations): (i) the Borrower fails to observe or perform any of its other material obligations under this Agreement or the Guarantor fails to observe or perform any of its material obligations under the CSR Guarantee and such failure is not waived by the Lender; and (ii) if such failure is capable of remedy, it is not remedied to the reasonable satisfaction of the Lender within twenty Business Days of the Lender notifying the Borrower or the Guarantor (as the case may be) of such failure (or such longer period as the Lender shall agree); (c) (misrepresentation): any representation, warranty or statement made or deemed to be made by the Borrower in this Agreement or the Guarantor in the CSR Guarantee proves to have been untrue in any material adverse respect when made or deemed to be repeated; (d) (cross default): the Borrower or the Guarantor is in default for non-payment (subject to any grace period, waiver or any indulgence whatsoever) of any Financial Indebtedness in an amount in excess of US$20,000,000 (or an equivalent amount in another currency) under any document or agreement binding on it, or any Financial Indebtedness in an amount in excess of US$20,000,000 (or an equivalent amount in another currency) under any document or agreement binding on it, is validly declared to be or otherwise validly becomes due and payable prior to its specified maturity by reason of an event of default (unless in any case the Borrower or the Guarantor, as the case may be, is contesting in good faith its liability for the Financial Indebtedness in question); (e) (winding up): (i) in respect of the Borrower, an application, petition or proceeding is made, filed or instituted with any court or tribunal seeking an order for relief under the United States Federal Bankruptcy Code or seeking to adjudicate it bankrupt or insolvent or seeking dissolution, winding up, 20 liquidation, reorganisation, arrangement, adjustment or composition of it or its debts under any bankruptcy, insolvency or other similar law and, in the event that such application, petition or proceeding was not made, filed or commenced voluntarily by the Borrower or the Guarantor, such application, petition or proceeding remains undismissed or unstayed for a period of forty Business Days; or (ii) in respect of the Guarantor, an application (other than one which is frivolous or vexatious or which is in respect of indebtedness which is not in excess of US$20,000,000 (or an equivalent amount in another currency)) is made for its winding up or dissolution, and the Guarantor cannot, within forty Business Days, or such longer period as the Lender shall agree, reasonably satisfy the Lender that it will be able to prevent the making of an order in respect of such application; or (iii) an order is made for the winding up or dissolution of the Borrower or the Guarantor; or (iv) a resolution is passed in respect of, or other corporate action is taken to authorise or effect any of the foregoing by, the Borrower or the Guarantor, otherwise than for the purposes of reconstruction or amalgamation on terms approved by the Lender (such approval not to be unreasonably withheld or delayed); (f) (receiver): a receiver or receiver and manager, official manager, trustee, or similar officer is appointed over all or any substantial part of the assets or undertaking of the Borrower or the Guarantor and the Borrower or the Guarantor (as the case may be) cannot reasonably satisfy the Lender within twenty Business Days, or such longer period as the Lender shall agree, that such appointment is frivolous or vexatious or has been or will be stayed or withdrawn or discharged; (g) (Security Interests): any Security Interest over any of the assets of the Borrower or the Guarantor becomes enforceable or is enforced, in each case, in respect of an amount which is in excess of US$20,000,000 (or an equivalent amount in another currency) and is not discharged or satisfied within twenty Business Days (or such longer period as the Lender may agree) of becoming enforceable or being enforced; (h) (execution): a distress, attachment or other execution (other than one which is frivolous or vexatious) is levied or enforced upon or against any asset of the Borrower or the Guarantor in respect of an amount which is in excess of US$20,000,000 (or an equivalent amount in another currency) and is not paid out or satisfied or stayed within twenty Business Days of its levy or enforcement or such longer period as the Lender may agree; (i) (cessation of business): the Borrower or the Guarantor ceases or threatens to cease to carry on business or stops payment generally; 21 (j) (reduction of capital): the Borrower or the Guarantor reduces or attempts to reduce its issued share capital (excluding reserves) otherwise than as permitted by law; (k) (insolvency): the Borrower or the Guarantor is unable to pay its debts when they fall due; (l) (arrangement with creditors): the Borrower or the Guarantor enters into or resolves to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors generally or any class of its creditors or proceedings are commenced to sanction any such arrangement, composition or compromise other than for the purposes of a reconstruction or amalgamation on terms approved by the Lender (such approval not to be unreasonably withheld or delayed); (m) (revocation of Authorisation): any Authorisation of a Governmental Agency which is essential to the performance by the Borrower or the Guarantor of its obligations under this Agreement or the CSR Guarantee (as the case may be) or for the validity and enforceability of this Agreement is repealed, revoked or terminated or expires and is not replaced by another sufficient Authorisation within twenty Business Days or such later period as the Lender may agree; (n) (subsidiary): the Borrower ceases to be a Subsidiary of the Guarantor; or (o) (CSR Guarantee): the CSR Guarantee is not, or at any time ceases to be, the valid and binding obligation of the Guarantor, then in any such event, and at any time subsequently and while such event is subsisting, the Lender may by notice to the Borrower: (A) declare all moneys owing under this Agreement to be immediately due and payable whereupon such moneys shall be deemed to be due and payable and the Borrower shall immediately repay the Principal Outstanding together with accrued interest and fees and all such other moneys due under this Agreement; and/or (B) cancel the Commitment. 17 INTEREST ON OVERDUE AMOUNTS 17.1 The Borrower shall on demand by the Lender from time to time pay interest on all amounts due and payable by it under or in relation to this Agreement and unpaid (including interest payable under this Clause) in US$. 17.2 Such interest shall accrue from day to day from the due date up to but excluding the date of actual payment, before and (as a separate and independent obligation) after judgment at the Default Rate, and the Clause 9.3 basis of calculation of interest shall apply. 22 18 FEES 18.1 Commitment fee (a) The Borrower will pay to the Lender a commitment fee of [ ]% per annum on the daily amount of the Undrawn Commitment (if any). (b) The commitment fee shall be calculated on the actual number of days elapsed and on the basis of a year of 360 days. (c) Accrued commitment fees shall be payable in arrears on the last Business Day of each calendar quarter and in any case on the Repayment Date. 18.2 Establishment fee On the date of execution of this Agreement, the Borrower will pay to the Lender an establishment fee of US$[ ]. 19 INDEMNITIES The Borrower shall indemnify the Lender against any reasonable loss, cost or expense the Lender may sustain or incur as a consequence of: (a) the occurrence of any Event of Default; (b) a Segment requested in a Drawdown Notice not being borrowed for any reason (including, without limitation, failure to fulfil any condition precedent) other than any default by the Lender; or (c) the Lender receiving payments of principal in respect of any Segment other than on the last day of a Funding Period relating to that Segment for any reason within the reasonable control of the Borrower other than as a result of prepayment in accordance with this Agreement and default by the Lender. 20 CURRENCY INDEMNITY Whenever: (a) any amount payable by the Borrower under or in respect of this Agreement is received or recovered by the Lender in a currency (the "Payment Currency") other than US$ for any reason (including without limitation as a result of any judgment or order or the liquidation of the Borrower or any proof or claim in connection with that liquidation); and (b) the amount actually received by the Lender in accordance with its normal practice by converting the Payment Currency into US$ is less than the relevant amount of US$, then the Borrower shall as an independent obligation indemnify the Lender on demand against the deficiency. 23 21 EXPENSES The Borrower shall on demand reimburse the Lender: (a) for its reasonable legal expenses in connection with the review and execution of this Agreement and the CSR Guarantee up to a maximum amount of A$ (Australian Dollars) 5,000; and (b) for the reasonable expenses of the Lender in connection with the enforcement of, or the preservation of any rights under, this Agreement and the CSR Guarantee, including in each case reasonable legal costs and expenses. 22 STAMP DUTIES 22.1 The Borrower shall pay and indemnify the Lender against all stamp, transaction, registration and similar Taxes payable in Australia or the United States of America (including fines and penalties other than fines and penalties incurred as a result of delay or default by the Lender), except those which would not otherwise have been payable in relation to the execution of this Agreement or the CSR Guarantee and for which liability to pay arises by reason of any act or omission of the Lender (other than the bringing of this Agreement into New York or the bringing of the CSR Guarantee into New South Wales for the purposes of enforcing or preserving the Lender's rights thereunder or if required by the law of those respective jurisdictions), which may be payable or determined to be payable in connection with the execution, delivery, performance or enforcement of this Agreement or the CSR Guarantee or any payment or receipt or any other transaction contemplated by this Agreement or the CSR Guarantee. 22.2 The Borrower shall indemnify the Lender on demand against any liabilities resulting from the Borrower's delay or omission to pay the Taxes required to be paid by the Borrower under Clause 22.1. 23 SET-OFF 23.1 If the Borrower fails to pay following a declaration under Clause 16(A), the Borrower authorises the Lender (but without obligation on the part of the Lender) to apply any credit balance in any currency (whether or not matured) in any of its accounts with any branch of the Lender in or towards satisfaction of the amount due and payable by it to the Lender under that clause and the Lender shall promptly notify the Borrower of the details of any such set-off. 23.2 The Lender may effect such currency exchanges as are appropriate to implement such set-off. 24 WAIVERS, REMEDIES CUMULATIVE 24.1 No failure to exercise and no delay in exercising any right, power or remedy under this Agreement by the Lender or the Borrower shall operate as a waiver, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy. 24 24.2 The rights, powers and remedies provided to the Lender and to the Borrower in this Agreement are cumulative and not exclusive of any rights, powers or remedies provided by law. 25 SEVERABILITY OF PROVISIONS Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability but that shall not invalidate the remaining provisions of this Agreement or affect that provision in any other jurisdiction. 26 SURVIVAL OF REPRESENTATIONS AND INDEMNITIES 26.1 All representations and warranties in this Agreement shall survive the execution and delivery of this Agreement and the provision of Segments under this Agreement. 26.2 Each indemnity in this Agreement shall: (a) be a continuing obligation; (b) constitute a separate and independent obligation of the party giving the indemnity from its other obligations under this Agreement; and (c) survive termination of this Agreement. 27 MORATORIUM LEGISLATION To the full extent permitted by law, all legislation which at any time directly or indirectly: (a) lessens or otherwise varies or affects in favour of the Borrower or the Guarantor any obligation under this Agreement; or (b) delays or otherwise prevents or prejudicially affects the exercise by the Lender of any right, power or remedy conferred by this Agreement. is negatived and excluded from this Agreement. 28 ASSIGNMENTS 28.1 Assignment by Borrower The Borrower may assign or transfer all or any of its rights or obligations under this Agreement to a Related Body Corporate with the prior written consent of the Lender, which consent shall not be unreasonably withheld or delayed but may not otherwise assign or transfer to any other party. 28.2 Assignment by Lender The Lender at any time may assign or transfer all or any of its rights or obligations under this Agreement to a Related Body Corporate with the prior written consent of the Borrower and the Guarantor, which consent shall not be unreasonably withheld or delayed, or, subject to the Lender notifying the Borrower prior to any approach to a 25 potential assignee or transferee, to another bank or financial institution with the prior written consent of the Borrower and the Guarantor, but in each such case any such assignment or transfer shall not release the Lender from any obligations or liabilities arising under this Agreement or the CSR Guarantee prior to the date of such assignment or transfer. In no event may the Lender sub-participate its interest in any Segment or in this Agreement without the prior written consent of the Borrower and the Guarantor. 28.3 Disclosure The Lender may with the prior consent of the Borrower or the Guarantor (as appropriate) (which shall not unreasonably be withheld or delayed) disclose to a proposed assignee, or transferee or sub-participant information relating to the Borrower or the Guarantor or furnished in connection with this Agreement provided that the Lender procures that any such person shall have first delivered to the Borrower and the Guarantor a confidentiality undertaking in form and substance reasonably acceptable to the Borrower and the Guarantor, provided further that the provisions of this Clause 28.3 shall not apply to any information in the public domain, otherwise than as a result of a breach by the Lender of this Clause 28.3. 28.4 Change of Lending Office The Lender may change its Lending Office with the prior written consent of the Borrower and the Guarantor, which consent shall not be unreasonably withheld or delayed. 28.5 No increased costs Notwithstanding anything to the contrary in this Agreement, if the Lender assigns or transfers its rights or obligations under this Agreement or changes its Lending Office, the Borrower shall not be required to pay any increase in the aggregate amount of costs, Taxes, fees or charges which is a direct or indirect consequence of the assignment or transfer or change of its Lending Office, including, without limitation, any stamp duty or other Taxes referred to in Clause 22 (Stamp Duties). 29 NOTICES All notices, notifications, requests, demands, consents, approvals, agreements or other communications to or by a party to this Agreement shall: (a) if to the Lender or the Borrower, be copied to the Guarantor; (b) be in writing addressed to the recipient as follows or as otherwise may be notified to the sender: (i) if to the Borrower, at: Rinker Materials Corporation 1501 Belvedere Road West Palm Beach Florida, 33406 UNITED STATES OF AMERICA 26 Attention: Chief Financial Officer Facsimile: +1 (561) 820 8330 cc the Guarantor (ii) if to the Lender, at: [***] Attention: [***] Facsimile: [***] cc the Guarantor (iii) if to the Guarantor, at: CSR Limited Level 6, 9 Help Street Chatswood NSW 2067 AUSTRALIA Attention: The Treasurer Facsimile: +61 (2) 9235 8125 (c) be signed by an Authorised Officer of the sender; and (d) be deemed to be duly given or made: (i) (in the case of delivery in person or by post) when delivered to the recipient at such address; or (ii) (in the case of facsimile transmission) on receipt by the sender of the OK transmission report showing the correct number of pages as having been transmitted, but if such delivery or receipt is later than 5.00 p.m. (local time) on a day on which business is generally carried on in the place to which such communication is sent, it shall be deemed to have been given or made at the commencement of business on the next such day in that place. 30 AUTHORISED OFFICERS In absence of written notice to the contrary, each party authorises the other to rely on a certificate by any person purporting to be a director or secretary of the other as to the identity and signatures of its Authorised Officers and warrants that those persons have been authorised to give notices and communications under or in connection with this Agreement. 27 31 GOVERNING LAW AND JURISDICTION This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within that State. The Borrower agrees that any action or proceeding against it relating in any way to this Agreement or any of the transactions contemplated hereby may be brought and enforced in the courts of the State of New York or of the United States for the Southern District of New York and the Borrower irrevocably submits to the non-exclusive jurisdiction of each such court in respect of any such action or proceeding. Nothing herein is intended to be, or shall be deemed to constitute, a general submission to the jurisdiction of any such court or a submission to such jurisdiction in any action or proceeding except as expressly set forth in the immediately preceding sentence. 32 COUNTERPARTS This Agreement may be executed in any number of counterparts. All of such counterparts taken together shall be deemed to constitute the one instrument. Exchange by facsimile of executed counterparts thereof shall be effective for all purposes. 33 AMENDMENTS This Agreement may not be amended varied or modified in any respect except by written instrument signed by each party. IN WITNESS the parties have executed this Agreement SIGNED for and on behalf of RINKER MATERIALS CORPORATION by its duly authorised signatories in the presence of: ------------------------------------------- Authorised Signatory - ---------------------------------- ------------------------------------------- Witness Authorised Signatory SIGNED for and on behalf of [***] by its duly authorised signatory in the presence of: - ---------------------------------- ------------------------------------------- Witness Authorised Signatory 28 ANNEXURE A DRAWDOWN NOTICE To: [ ] cc CSR Limited Fax No. + 61 (2) 9235 8125 364 DAY COMMITTED LOAN FACILITY - DRAWDOWN NOTICE We refer to the Loan Facility Agreement dated ______July 2002 (the "Agreement"). Pursuant to Clause 4 of the Agreement: (1) we give you irrevocable notice that we wish to draw on ___________ 20__ (the "Drawdown Date". (2) the aggregate principal amount to be drawn is [ ] (3) particulars of each Segment are as follows:

Principal Drawdown Funding Amount Date Period

(4) we request that the proceeds of the same be remitted to account number _______ at _______. Expressions defined in the Agreement have the same meaning when used in this Drawdown Notice. For and on behalf of RINKER MATERIALS CORPORATION By: [Authorised Officer] Dated: , 20__ . NB THE LENDER SHALL NOTIFY THE BORROWER AND THE GUARANTOR OF THE INTEREST RATE FOR EACH FUNDING PERIOD AS SOON AS IT IS ASCERTAINED. 29 ANNEXURE B SELECTION NOTICE To: [ ] cc CSR Limited Fax No. + 61 (2) 9235 8125 364 DAY COMMITTED LOAN FACILITY - SELECTION NOTICE We refer to the Loan Facility Agreement dated _______July 2002 (the "Agreement"). Pursuant to Clause 5 of the Agreement: (1) we give you irrevocable notice that we wish to continue [a Segment/Segments] on _______, 20______; (2) particulars of [each/the] Segment requested are as follows:

Principal Selection Funding Amount Date Period

Expressions defined in the Agreement have the same meaning when used in this Selection Notice. For and on behalf of RINKER MATERIALS CORPORATION By: [Authorised Officer] Dated: ____________, 20__. NB THE LENDER SHALL NOTIFY THE BORROWER AND THE GUARANTOR OF THE INTEREST RATE FOR EACH FUNDING PERIOD AS SOON AS IT IS ASCERTAINED. 30 ANNEXURE C REPAYMENT NOTICE To: [ ] cc CSR Limited Fax No. + 61 (2) 9235 8125 364 DAY COMMITTED LOAN FACILITY - REPAYMENT NOTICE We refer to the Loan Facility Agreement dated ________ July 2002 (the "Agreement"). Pursuant to Clause 8.3 of the Agreement we give you irrevocable notice that we wish to repay the following [Segment/Segments] on the following [date/dates]:

Principal Last Day of Funding Amount Period

Expressions defined in the Agreement have the same meaning when used in this Repayment Notice. For and on behalf of RINKER MATERIALS CORPORATION By: [Authorised Officer] Dated: ____________, 20__. 31 ANNEXURE D CSR GUARANTEE CSR LIMITED ABN 90 000 001 276 (Guarantor) and [***] (Lender) CSR GUARANTEE GIVEN IN RELATION TO A US$[ ] REVOLVING LOAN FACILITY AGREEMENT 364 DAYS FOR RINKER MATERIALS CORPORATION 32 CONTENTS

Clause Page - ------ ---- 1 DEFINITIONS AND INTERPRETATIONS 33 2 GUARANTEE 36 3 REPRESENTATIONS AND WARRANTIES 40 4 UNDERTAKINGS 42 5 CURRENCY INDEMNITY 44 6 SET OFF 44 7 WAIVERS, REMEDIES CUMULATIVE 45 8 SEVERABILITY OF PROVISIONS 45 9 SURVIVAL OF REPRESENTATIONS AND INDEMNITIES 45 10 MORATORIUM LEGISLATION 45 11 TAXATION 45 12 ASSIGNMENTS 46 13 NOTICES 47 14 AUTHORISED OFFICERS 48 15 GOVERNING LAW AND JURISDICTION 48 16 COUNTERPARTS 48 17 AMENDMENTS 48 18 GOODS AND SERVICES TAX 48

33 CSR GUARANTEE THIS AGREEMENT is made the day of July, 2002 BETWEEN CSR LIMITED (ABN 90 000 001 276) of Level 1, 9 Help Street, Chatswood, New South Wales, 2067, Australia (the "Guarantor") AND [***] of [***], United States of America (the "Lender") WHEREAS The Borrower (as defined below) requested the Lender to provide it with financial accommodation. The Lender agreed to do so. The Borrower is a Subsidiary of the Guarantor. In consideration of the Lender agreeing to provide financial accommodation to the Borrower, the Guarantor agrees to guarantee the obligations of the Borrower to the Lender. NOW IT IS AGREED as follows: 1 DEFINITIONS AND INTERPRETATIONS 1.1 Definitions When used in this Agreement the following terms shall have the following meanings unless the context otherwise requires: "Authorisation" includes: (a) any consent, authorisation, registration, filing, agreement, notarisation, certificate, permission, licence, approval, authority or exemption from, by or with a Governmental Agency; or (b) the expiry of the specified period during which a Governmental Agency by law may intervene or act, but does not do so, to prohibit or restrict in whole or part anything in respect of this Agreement. "Authorised Officer" means: (a) in respect of the Guarantor, any person who is a director, principal executive officer, secretary, assistant secretary, general manager corporate strategy, treasurer or attorney of the Guarantor or any person from time to time nominated as an Authorised Officer by the Guarantor by notice to the Lender signed by two Authorised Officers, such notice to be accompanied by certified copies of signatures of all persons so appointed; and (b) in respect of the Lender, any person whose title of office includes the word "Senior Vice President" or "Vice President" or cognate expressions (including any person acting in any such office) or any secretary or director and the Guarantor shall be entitled to assume that any person purporting to hold such office does hold such office. 34 "Borrower" means Rinker Materials Corporation. "Business Day" means a day, other than a Saturday or a Sunday or gazetted public holidays, on which banks are open for business New York City and Sydney. "Drawdown Notice" means a notice given or to be given in accordance with Clause 4 of the Loan Facility Agreement. "Event of Default" means any of the events specified in Clause 16 of the Loan Facility Agreement. "Excluded Tax" means any Tax imposed by any jurisdiction on the net income or capital gains of the Lender as a consequence of the Lender being a resident of or organised or doing business in that jurisdiction, but excluding any Tax: (a) which is calculated on or by reference to the gross amount of any payment (without the allowance of any deduction) under this Agreement; or (b) which is imposed as a result of the Lender being considered a resident of or organised or doing business in that jurisdiction solely as a result of it being a party to this Agreement. "Financial Indebtedness" means any indebtedness (other than trade credit in the ordinary course of business) in respect of moneys borrowed or raised or any financial accommodation whatsoever including (without limiting the generality of the foregoing) under or in respect of any bill, acceptance, endorsement, bond, note, debenture or other similar debt security, guarantee, redeemable share (where such share is redeemable prior to the Repayment Date as that term is defined in the Loan Facility Agreement), discounting arrangement, finance or capital lease, hire purchase of any asset or service, any obligation to deliver goods or provide services paid for in advance by any financier or in relation to any other financing transaction. "Governmental Agency" means any government or any governmental, semi-governmental or judicial entity, authority or agency. "GST" has the meaning given to it in A New Tax System (Goods and Services Tax) Act 1999 of Australia. "Guarantee" means any guarantee, indemnity, letter of credit, letter of comfort giving rise to legal liabilities of suretyship, or any other legal obligation; (a) to pay or provide funds for the payment or discharge of; or (b) to indemnify against the consequences of default in the payment of; any obligation or indebtedness of any other person. "Guaranteed Moneys" means all moneys which the Borrower is or at any time becomes actually liable to pay to or for the account of the Lender on any account whatsoever under or in relation to the Loan Facility Agreement including, without limitation, by way of principal, interest, fees, costs, indemnities, charges, duties or expenses under or in relation to the Loan Facility Agreement. 35 "Liquidation" means official management, winding up and dissolution, assignment for the benefit of creditors or scheme of arrangement or compromise with creditors or anything analogous under the laws of the United States of America or any state or territory thereof. "Loan Facility Agreement" means the Loan Facility Agreement dated on or about the date of this Agreement between the Borrower and the Lender. "Material Adverse Effect" means a material adverse effect upon the ability of the Guarantor to perform its obligations under Clause 2.1 of this Agreement. "Related Body Corporate" has the meaning given in the Corporations Act 2001 of Australia. "Repayment Date" has the meaning given to that term in the Loan Facility Agreement. "Security Interest" includes any mortgage, pledge, lien (other than one arising in the ordinary course of business or by operation of law) or charge or any security or preferential interest or arrangement of any kind, or any other right of or arrangement with any creditor to have its claims satisfied prior to other creditors (other than priority accorded by statute or a right of set-off) with, or from the proceeds of, any asset and any deposit of money by way of security but excluding any charge or lien arising in favour of any Governmental Agency by operation of statute. "Selection Notice" means a notice given in accordance with Clause 5 of the Loan Facility Agreement. "Subsidiary" has the meaning given in the Corporations Act 2001 of Australia. "Tax" includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a Governmental Agency, together with any interest, penalty (other than a penalty incurred as a result of the delay or default of the Lender), charge, fee or other amount imposed or made on or in respect of any of the foregoing, and "Taxation" shall be construed accordingly. "US$" means the lawful currency of the United States of America. 1.2 Interpretation In this Agreement headings are for convenience only and shall not affect interpretation and except to the extent that the context otherwise requires: (a) references to any legislation or to any provision of any legislation include any modification or re-enactment of, or any legislative provision substituted for, and all statutory instruments issued under, such legislation or such provision; (b) words denoting the singular include the plural and vice versa; (c) words denoting individuals include corporations and vice versa; (d) words denoting any gender include all genders; 36 (e) references to Clauses, Annexures and Schedules are references to clauses, annexures and schedules of this Agreement; (f) references to any document or agreement (including this Agreement) include references to such document or agreement as amended, novated, supplemented or replaced from time to time; (g) references to any party to this Agreement or any other document or agreement include its successors or permitted substitutes or assigns; and (h) "writing" and cognate expressions include all means of reproducing words in a tangible and permanently visible form. 2 GUARANTEE 2.1 Guarantee The Guarantor unconditionally and irrevocably guarantees that if the Lender makes a declaration under Clause 16A of the Loan Facility Agreement, the Guarantor will pay the Lender, immediately following receipt of written demand for such payment by the Lender to the Guarantor, an amount equal to the Guaranteed Moneys due and payable as at the date of the payment by the Guarantor in the same manner and currency as the Borrower is required to pay that amount under the Loan Facility Agreement. 2.2 Unconditional nature of obligation The liability of the Guarantor under Clause 2.1 shall not be affected by anything which but for this provision might operate to release or otherwise exonerate it from its obligations in whole or in part, including, without limiting the generality of the foregoing: (a) the grant to the Borrower of any time, waiver or other indulgence, or the discharge or release of the Borrower but the Guarantor shall have the benefit of any such waiver or indulgence; (b) any transaction or arrangement that may take place between the Lender and the Borrower; (c) the Liquidation of the Borrower; (d) the Lender making or not making any demand on the Borrower or exercising or refraining from exercising its rights under any other Security Interest or Guarantee in respect of the Guaranteed Moneys or any rights, powers or remedies against the Borrower; (e) the extinguishment, unenforceability, failure, loss, release, discharge, abandonment or transfer either in whole or in part and either with or without consideration of the Loan Facility Agreement or of any other Security Interest or Guarantee in respect of the Guaranteed Moneys now or in the future held by the Lender from the Borrower or by the taking of or failure to take any such Security Interest or Guarantee; 37 (f) the failure or omission by the Borrower or the Lender to give notice to the Guarantor of any default by the Borrower under the Loan Facility Agreement or of any of the foregoing; (g) the Lender obtaining a judgment against the Borrower for the payment of any of the Guaranteed Moneys; or (h) any legal limitation, disability, incapacity or other circumstances related to the Borrower, (i) whether with or without the consent of the Guarantor. 2.3 Independent obligation This Clause 2 shall be an independent obligation and shall not be treated as ancillary or collateral to any other right or obligation. 2.4 No marshalling The Lender shall not be under any obligation to marshall or appropriate in favour of the Guarantor or to exercise, apply or recover any Security Interest or Guarantee (including without limitation this Agreement) now or in the future held by it or any of the funds or assets that it may be entitled to receive or have a claim upon. 2.5 No competition Until the Guaranteed Moneys have been irrevocably paid and discharged in full, the Guarantor: (a) shall not be entitled on any grounds whatsoever: (i) to claim the benefit of any Security Interest or Guarantee now or in the future held by the Lender for the payment of all or part of the Guaranteed Moneys; (ii) to make a claim or enforce a right (including a Security Interest) against the Borrower; or (iii) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the Liquidation of the Borrower, and the receipt of any distribution, dividend or other payment by the Lender out of or relating to such Liquidation shall not prejudice the right of the Lender to recover the Guaranteed Moneys from the Borrower and the Guarantor provided that the aggregate of the amounts so received or recovered does not exceed the amount of the Guaranteed Moneys; and (b) waives its rights to be subrogated to the Lender. 38 2.6 Suspense account In the event of the Liquidation of the Borrower, and until the Lender has been paid in full in respect of the Guaranteed Moneys, the Lender: (a) may prove for all moneys which the Guarantor shall have paid under this Clause for the account of the Lender in relation to the Borrower; and (b) shall retain and carry into a suspense account and appropriate in payment of the Guaranteed Moneys any dividends received in the Liquidation of the Borrower and all other moneys received in respect of the Guaranteed Moneys including, without limitation, those received under this Clause), and any amount received by the Lender in excess of the Guaranteed Moneys shall be repaid to the Guarantor. 2.7 Rescission of payment Whenever, during the currency of this Agreement, a claim that all or part of any payment by the Borrower under the Loan Facility Agreement or by the Guarantor under this Agreement is void or voidable is upheld by a court of competent jurisdiction or is conceded by the Lender in its reasonable discretion and in respect thereof the Lender has demanded payment from the Borrower and the Borrower has failed to pay by the due date; (a) the Lender shall upon written demand to the Guarantor become entitled against the Guarantor to all rights in respect of those moneys as it would have had if all or that part of the payment as is upheld or conceded to be void or voidable had not taken place; (b) the Guarantor shall forthwith take such reasonable steps including signing such documents as may be necessary to restore to the Lender any rights held by it under this Agreement in respect of those moneys immediately prior to such void or voidable payment; and (c) in addition to the other moneys recoverable by it from the Guarantor under this Agreement, the Lender shall be entitled to recover from the Guarantor all reasonable costs and expenses whatsoever (including legal costs and expenses) reasonably incurred by it in relation to any proceedings relating to any such claim. 2.8 Variation This guarantee shall extend to cover the Loan Facility Agreement as amended, varied, extended, replaced, novated or assigned: (a) in respect of the parties, principal amount (including, without limitation, an increase in the limit or maximum principal amount), interest rate, term, representations and warranties, undertakings or events of default, if with the prior written consent of the Guarantor; and (b) in any other case, whether with or without the consent of the Guarantor. 39 2.9 Continuing guarantee This Agreement: (a) shall be a continuing guarantee and indemnity and shall remain in full force and effect until the Guaranteed Moneys have been paid in full; and (b) shall not be considered as wholly or partially discharged by the payment at any time of any of the Guaranteed Moneys or by any settlement of account in respect of the Guaranteed Moneys until the Guaranteed Moneys have been paid in full; and (c) shall be reinstated if at any time any payment to the Lender by the Borrower under the Loan Facility Agreement or by the Guarantor under this Agreement is rescinded or must otherwise be returned, in whole or in part, upon the insolvency, bankruptcy or reorganisation of the Borrower or the Guarantor or otherwise, all as though such payment had not been made. 2.10 Indemnity against avoidance of Guaranteed Moneys (a) If any of the Guaranteed Moneys (or any moneys which, if recoverable from the Borrower under the Loan Facility Agreement, would have formed part of the Guaranteed Moneys) are irrecoverable from the Borrower and those moneys are not recoverable from the Guarantor by the Lender on the footing of this Agreement, then and in each such case: (i) the Guarantor as a separate and additional liability shall indemnify the Lender in respect of those moneys; (ii) the Guarantor shall pay for the account of the Lender, immediately following written demand for such payment by the Lender, a sum equal to the amount of those moneys; and (iii) for the purposes of this indemnity this Clause shall be construed as if those moneys were recoverable. (b) Paragraph (a) applies to any of the Guaranteed Moneys (or any moneys which, if recoverable from the Borrower under the terms of the Loan Facility Agreement, would have formed part of the Guaranteed Moneys) which are irrecoverable from the Borrower: (i) whether by reason of any legal limitation, disability or incapacity of or affecting the Borrower; (ii) whether or not any of the relevant matters or facts were or ought to have been within the knowledge of the Lender; (iii) whether the transactions or any of them relating to those moneys were void or illegal or have been subsequently avoided; and (iv) whether by reason of any other fact or circumstance whatsoever other than delay or default by the Lender. 40 2.11 Judgment Any judgment against the Borrower in respect of the Loan Facility Agreement shall be conclusive as against the Guarantor, subject to any appeal. 2.12 Lender's obligations The Lender agrees to perform its obligations under the Loan Facility Agreement in respect of the Guarantor provided that nothing in this Clause affects the obligations of the Guarantor under this Agreement, including, without limitation, its unconditional obligations under Clause 2.1. 2.13 Certificate A certificate signed by an Authorised Officer of the Lender and delivered by the Lender to the Guarantor certifying the amount due from the Borrower under the Loan Facility Agreement as at the date of that certificate shall be prima facie evidence of the amount due from the Borrower thereunder as at that date. 3 REPRESENTATIONS AND WARRANTIES 3.1 Representations and warranties The Guarantor makes the following representations and warranties for the benefit of the Lender. (a) (Status): It is a corporation validly existing under the Corporations Act 2001 of Australia. (b) (Corporate power): It has the corporate power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement. (c) (Corporate authorisations): It has taken all necessary corporate action to authorise the entry into and performance of this Agreement and the transactions contemplated by this Agreement. (d) (Agreement binding): This Agreement constitutes its valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, liquidation or similar laws of general application and equitable principles and remedies. (e) (Transactions permitted): Neither the execution and performance by it of this Agreement nor any transaction contemplated by or under this Agreement will violate in any respect any provision of: (i) any law or treaty or any judgment, ruling, order or decree of any Governmental Agency binding on it; (ii) its constitution; or (iii) any other document or agreement which is binding upon it or its assets, 41 and, except as may be provided by this Agreement, to its knowledge and belief, did not and will not result in: (iv) the creation or imposition of any Security Interest on any of its assets under any of the foregoing which would have a Material Adverse Effect; or (v) the acceleration of any obligation or cancellation of any right of it with respect to any Financial Indebtedness, or anything which constitutes (or which, with the giving of notice and/or lapse of time would constitute) an event of default under any agreement relating to Financial Indebtedness, in each case to an extent which would have a Material Adverse Effect. (f) (Accounts): (i) Its most recent audited accounts and the notes thereto give a true and fair view of its state of affairs and results as at the date and for the period to which they relate; (ii) Those accounts have been prepared in accordance with accounting principles and practices generally accepted in Australia, consistently applied, except to the extent of departures disclosed in those accounts and notes thereto or in the auditor's report attached to those accounts. (g) (No litigation): Subject to matters disclosed in its accounts and the notes thereto and information in press releases issued or notifications given to any stock exchange by the Borrower or the Guarantor and any other information notified in writing to the Lender by the Borrower or the Guarantor from time to time, no litigation, arbitration, tax claim, dispute or administrative proceeding is presently current or pending or, to its knowledge, threatened, which, if adversely determined, would have a Material Adverse Effect. (h) (No default): It is not in default for non-payment (subject to any grace period, waiver or any indulgence whatsoever) of any Financial Indebtedness in an amount in excess of US$20,000,000 (or an equivalent amount in another currency) under any document or agreement binding on it or it is contesting in good faith its liability for such Financial Indebtedness and to its knowledge nothing has occurred which is or would with the giving of notice and/or lapse of time constitute an event of default under any such document or agreement in circumstances where such default for non-payment or occurrence, as the case may be, would have a Material Adverse Effect. (i) (Authorisations): All Authorisations, if any, obtainable and required in connection with the execution, delivery or performance by it and the validity and enforceability of this Agreement and the transactions contemplated by this Agreement have been obtained or effected and are in full force and effect. (j) (Subsidiary): The Borrower is a Subsidiary of the Guarantor. 42 (k) (Material adverse changes): Since the date of its latest audited accounts there has been no change in its state of affairs and results which would have a Material Adverse Effect. 3.2 Deemed Repeated Each of the representations and warranties contained in this Clause shall be deemed to be repeated by the Guarantor at the date of any Drawdown Notice or Selection Notice by reference to the facts and circumstances then subsisting. 4 UNDERTAKINGS 4.1 General undertakings The Guarantor undertakes to the Lender as follows, except to the extent that the Lender otherwise consents in writing: (a) (Corporate reporting and information): It will furnish to the Lender: (i) (annual accounts): as soon as practicable (and in any event not later than 120 days) after the close of each of its financial years copies of its audited consolidated and unconsolidated statement of financial position and statement of financial performance; (ii) (semi-annual accounts): as soon as practicable (and in any event not later than 90 days) after the first half of each of its financial years a copy of its unaudited accounts in respect of that half year as delivered to the Australian Stock Exchange; and (iii) (other information): such other information (other than information which in its reasonable opinion it requires to keep confidential) in relation to its financial condition or business as the Lender may reasonably request. (b) (Accounting principles): It will ensure that each statement of financial position and statement of financial performance furnished by it to the Lender under paragraph (a)(i) shall: (i) be prepared in accordance with accounting principles and practices generally accepted in Australia consistently applied except to the extent of departures disclosed in those accounts or in the auditor's report attached to those accounts; and (ii) give a true and fair view of its state of affairs and results as at the date and for the period to which they relate. (c) (Authorisations): It will use all reasonable endeavours to ensure that all Authorisations obtainable and required for the validity, enforceability and performance of its obligations under this Agreement are obtained and maintained in full force and effect. 43 (d) (Notice to Lender): It will give notice to the Lender as soon as it becomes aware of the occurrence of any Event of Default. (e) (Negative pledge): It will not create, permit or suffer to exist, without the prior consent of the Lender, which consent shall not be unreasonably withheld or delayed, any Security Interest over all or any of its assets if the aggregate amount from time to time outstanding thereunder represents, more than ten per cent (10%) of the value of its total assets (as disclosed in its latest audited accounts), disregarding: (i) liens arising by operation of law in the ordinary course of business; (ii) any Security Interest existing at the time of acquisition on any asset acquired by it after the date of this Agreement and not created in contemplation of the acquisition provided that there is no increase in the amount of the principal moneys secured by that Security Interest; (iii) any Security Interest created on any asset or group of associated assets acquired by it at arms' length from an unrelated party or developed by it after the date of this Agreement: (A) for the sole purpose of financing or refinancing that acquisition or development; and (B) securing principal moneys not exceeding one hundred per cent (100%) of the cost of that acquisition or development; (iv) any Security Interest on an asset in substitution for an existing Security Interest on that asset in connection with the refinancing of the borrowed money secured on that asset provided there is no increase in the amount of the principal moneys secured by that Security Interest; (v) any Security Interest in the nature of a project cross-charge to secure only the performance of its obligations to the other joint venturers in the project; (vi) any Security Interest existing at the date of this Agreement provided there is no increase in the amount of the principal moneys secured by that Security Interest; (vii) any rights by way of reservation or retention of title which are required by the supplier of any property to the Guarantor in the ordinary course of business; (viii) any rights of set-off arising in the ordinary course of business or by operation of law; (ix) any lien in respect of judgment debt against the Guarantor provided that stay of execution in respect thereof has been obtained or adequate reserves have been provided in respect thereof; 44 (x) any Security Interest which the Guarantor is required to create by any applicable law or is required or considers it necessary or expedient to create to obtain any governmental or regulatory consent, approval, authority, licence, permission or exemption; and (xi) any statutory charge in favour of any Governmental Agency, and without in any such case at the same time extending to the Lender equally and rateably, the same such Security Interest (or its equivalent as the Lender shall reasonably require). (f) (Corporate existence): It will do all things necessary to maintain its corporate existence. (g) (Pari Passu): It will ensure that its obligations under this Agreement rank and will continue to rank at least pari passu with all its other unsecured and unsubordinated obligations, other than obligations preferred by operation of law. 4.2 Term of undertakings Each undertaking in this Clause shall continue from the date of this Agreement until the Guaranteed Moneys are fully and finally repaid. 5 CURRENCY INDEMNITY Whenever: (a) any amount payable by the Guarantor under or in respect of this Agreement is received or recovered by the Lender in a currency (the "Payment Currency") other than US$ for any reason (including without limitation as a result of any judgment or order or the liquidation of the Guarantor or any proof or claim in connection with that liquidation); and (b) the amount actually received by the Lender in accordance with its normal practice by converting the Payment Currency into US$ is less than the relevant amount of US$, then the Guarantor shall, as an independent obligation, indemnify the Lender on demand against the deficiency. 6 SET OFF 6.1 If the Guarantor fails to pay following a demand in accordance with Clause 2.1 of this Agreement, the Guarantor authorises the Lender (but without obligation on the part of the Lender) to apply any credit balance in any currency (whether or not matured) in any of its accounts with any branch of the Lender in or towards satisfaction of the amount due and payable by it to the Lender under that clause and the Lender shall promptly notify the Guarantor of the details of any such set-off. 6.2 The Lender may effect such currency exchanges as are appropriate to implement such set-off. 45 7 WAIVERS, REMEDIES CUMULATIVE 7.1 No failure to exercise and no delay in exercising any right, power or remedy under this Agreement by the Lender or the Guarantor shall operate as a waiver, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy. 7.2 The rights, powers and remedies provided to the Lender and to the Guarantor in this Agreement are cumulative and not exclusive of any rights, powers or remedies provided by law. 8 SEVERABILITY OF PROVISIONS Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability but that shall not invalidate the remaining provisions of this Agreement or affect that provision in any other jurisdiction. 9 SURVIVAL OF REPRESENTATIONS AND INDEMNITIES 9.1 All representations and warranties in this Agreement shall survive the execution and delivery of this Agreement. 9.2 Each indemnity in this Agreement shall: (a) be a continuing obligation; (b) constitute a separate and independent obligation of the party giving the indemnity from its other obligations under this Agreement; and (c) survive termination of this Agreement. 10 MORATORIUM LEGISLATION To the full extent permitted by law, all legislation which at any time directly or indirectly: (a) lessens or otherwise varies or affects in favour of the Guarantor any obligation under this Agreement; or (b) delays or otherwise prevents or prejudicially affects the exercise by the Lender of any right, power or remedy conferred by this Agreement, is negatived and excluded from this Agreement. 11 TAXATION 11.1 Additional Payments Whenever the Guarantor is required by law to make a deduction or withholding in respect of Tax from any payment to be made under this Agreement, then it shall: 46 (a) promptly pay the amount deducted or withheld on the date that Tax is due to be paid to the appropriate Governmental Agency; (b) if requested by the Lender, within twenty Business Days of that request deliver to the Lender official receipts, if any, received by the Guarantor or other documentation of the Guarantor evidencing payment of that amount; and (c) if and to the extent that such Tax is not an Excluded Tax, pay the Lender such additional amounts as necessary to ensure that the Lender receives when due a net amount (after payment of any Taxes in respect of such additional amounts) in US$ equal to the full amount which it would have received had a deduction or withholding not been made; provided however that if the Guarantor is required, or is likely to be required, to make payment to the Lender pursuant to paragraph (c), the Lender and the Guarantor shall negotiate in good faith with a view to determining whether there is any action which may be taken to avoid or minimise the Guarantor's obligation to make such deduction in such manner as will not increase the cost to the Lender. 11.2 Tax Credits If the Guarantor is required by law to pay any additional amount pursuant to Clause 11.1 and the Lender in its reasonable opinion, is able to apply for or otherwise to take advantage of any offsetting tax credit, rebate or other similar tax benefit arising out of or in connection with the deduction or withholding giving rise to the obligation to pay such additional amount, the Lender will give notice thereof to the Guarantor and the Lender shall take such steps as it may in its reasonable discretion determine to obtain that credit, rebate or benefit and will, upon receipt thereof, reimburse to the Guarantor the amount of that credit, rebate or benefit as it in its reasonable opinion determines is allocable to that deduction or withholding. Nothing in this Clause shall require the Lender to disclose to the Guarantor any information regarding its tax affairs. 12 ASSIGNMENTS 12.1 Assignment by Guarantor The Guarantor shall not assign or transfer all or any of its rights or obligations under this Agreement without the prior written consent of the Lender. 12.2 Assignment by Lender The Lender at any time may assign or transfer all or any of its rights or obligations under this Agreement to a Related Body Corporate with the prior written consent of the Guarantor, which consent shall not be unreasonably withheld or delayed, or, subject to the Lender notifying the Guarantor prior to any approach to a potential assignee or transferee, to another bank or financial institution with the prior written consent of the Guarantor, but any such assignment or transfer will not release the Lender from any obligations or liabilities under this Agreement or the Loan Facility Agreement arising prior to the date of such assignment or transfer. 47 12.3 Disclosure The Lender may with the prior consent of the Guarantor (which shall not unreasonably be withheld or delayed) disclose to a proposed assignee, or transferee or sub-participant information relating to the Guarantor or furnished in connection with this Agreement provided that the Lender procures that any such person shall have first delivered to the Borrower and the Guarantor a confidentiality undertaking in form and substance reasonably acceptable to the Borrower and the Guarantor, provided further that the provisions in this Clause 12.3 shall not apply to any information in the public domain, otherwise than as a result of a breach by the Lender of this Clause 12.3. 12.4 No increased costs Notwithstanding anything to the contrary in this Agreement, if the Lender assigns or transfers its rights or obligations under this Agreement, neither the Guarantor nor the Borrower shall be required to pay any increase in the aggregate amount of costs, Taxes, fees or charges which is a direct or indirect consequence of the assignment or transfer, including, without limitation, any stamp duty or other Taxes referred to in Clause 22 (Stamp Duties) of the Loan Facility Agreement. 13 NOTICES All notices, notifications, requests, demands, consents, approvals, agreements or other communications to or by a party to this Agreement shall: (a) be in writing addressed to the recipient as follows or as otherwise notified to the sender: (i) if to the Lender, at [***] United States of America Attention: [***] Facsimile: [***] (ii) if to the Guarantor, at CSR Limited Level 6 9 Help Street Chatswood NSW 2067 AUSTRALIA Attention: The Treasurer Facsimile: (61 2) 9235 8125 (b) be signed by an Authorised Officer of the sender; and 48 (c) be deemed to be duly given or made: (i) (in the case of delivery in person or by post) when delivered to the recipient at such address; or (ii) (in the case of facsimile transmission) on receipt by the sender of the OK transmission report showing the correct number of pages as having been transmitted, but if such delivery or receipt is later than 5.00 pm (local time) on a day on which business is generally carried on in the place to which such communication is sent, it shall be deemed to have been given or made at the commencement of business on the next such day in that place. 14 AUTHORISED OFFICERS In absence of written notice to the contrary, each party authorises the other to rely on a certificate by any person purporting to be a director, principal executive officer, secretary, assistant secretary, general manager corporate strategy, treasurer or attorney of the Guarantor or by any person purporting to be a director or secretary of the Lender as to the identity and signatures of its Authorised Officers and warrants that those persons have been authorised to give notices and communications under or in connection with this Agreement. 15 GOVERNING LAW AND JURISDICTION This Agreement shall be governed by the laws of New South Wales and each of the Lender and the Guarantor submits to the non-exclusive jurisdiction of its courts. 16 COUNTERPARTS This Agreement may be executed in any number of counterparts. All of such counterparts taken together shall be deemed to constitute the one instrument. Exchange by facsimile or executed counterparts thereof shall be effective for all purposes. 17 AMENDMENTS This Agreement may not be amended varied or modified in any respect except by written instrument signed by each party. 18 GOODS AND SERVICES TAX If GST applies to any supply made under or in connection with this Agreement the supplier may, subject to providing a valid tax invoice identifying the GST on each component of the goods and/or services and/or things supplied, adjust the amount payable for the goods and/or services and/or things to recover from the recipient an additional amount on account of GST, such amount not to exceed the amount of the supplier's liability for GST in respect of the goods and/or services and/or things supplied and to be recoverable from the recipient at the same time as the amount payable for the goods and/or services and/or things. 49 IN WITNESS the parties have executed this Agreement. SIGNED by CSR LIMITED CSR LIMITED by its Attorneys who by its Attorneys: respectively state that at the date of their execution hereof they have had no notice of the revocation of the Power of and Attorney dated 9 September, 1999 Registered No. 229 Book 4253 under the authority of which they have executed in my presence this instrument - ---------------------------------- ------------------------------------------- Witness Attorney ------------------------------------------- Attorney SIGNED for and on behalf of [***] by its duly authorised signatory in the presence of: ------------------------------------------- Authorised Signatory - ---------------------------------- Witness 50 ANNEXURE E OPINION OF ALLENS ARTHUR ROBINSON [date] To [***] Dear CSR GUARANTEE We have acted for [***] in connection with the CSR Guarantee dated [ ] between CSR Limited (the GUARANTOR) and [***] (the GUARANTEE). Definitions in the Guarantee apply in this opinion but DOCUMENT means a document listed in paragraph 1(a), (b) or (c) below and RELEVANT JURISDICTION means the Commonwealth of Australia or New South Wales. No assumption or qualification in this opinion limits any other assumption or qualification in it. 1. DOCUMENTS We have examined the following documents: (a) an executed counterpart dated [ ] of the Guarantee; (b) a certified copy of the constitution of the Guarantor; and (c) executed powers of attorney in connection with the execution of the Guarantee by the Guarantor. 2. ASSUMPTIONS For the purposes of giving this opinion we have assumed the following. (a) The authenticity of all seals and signatures and of any duty stamp or marking. (b) The completeness, and the conformity to original instruments, of all copies submitted to us, and that any document (other than a Document) or Authorisation submitted to us continues in full force and effect. (c) The Documents are within the capacity and powers of, and have been validly authorised, executed and delivered by and are binding on, the parties to them other than the Guarantor. (d) The Guarantor enters each Document to which it is a party and carries out the transactions contemplated in the Documents for its benefit and for the purposes of its business. 51 (e) No entity has engaged or will engage in misleading or unconscionable conduct or is or will be involved in or a party to any relevant transaction or any associated activity in a manner or for a purpose not evident on the face of the Documents which might render the Documents or any relevant transaction or associated activity in breach of law, void or voidable. (f) Each Document will be duly stamped in each jurisdiction where stamp duty is payable. 3. QUALIFICATIONS Our opinion is subject to the following qualifications. (a) We express no opinion as to any laws other than the laws of each Relevant Jurisdiction as in force at the date of this opinion. (b) Our opinion that an obligation or document is enforceable means that the obligation or document is of a type and form which courts in the Relevant Jurisdictions enforce. It does not mean that the obligation or document can necessarily be enforced in accordance with its terms in all circumstances. In particular: (i) equitable remedies, such as injunction and specific performance, are discretionary; and (ii) the enforceability of an obligation, document or Security Interest may be affected by statutes of limitation, by estoppel, waiver and similar principles, by the doctrine of frustration, by laws concerning insolvency, bankruptcy, liquidation, administration, enforcement of Security Interests or reorganisation, or by other laws generally affecting creditors' or counterparties' rights or duties. (c) We have relied on a search of public records of the Australian Securities and Investments Commission on [***]. We note that records disclosed by such search may not be complete or up to date. (d) We have relied on the assumptions specified in s129 of the Corporations Act 2001 and note that you may do so unless you knew or suspected that the assumption was incorrect. (e) Any provision that certain calculations, determinations or certificates will be conclusive and binding will not apply if those calculations, determinations or certificates are fraudulent or manifestly inaccurate. 52 (f) Any clause providing for severability may not be enforceable in accordance with its terms, as a court may reserve to itself a decision as to whether any provision is severable. (g) The obligation of a party under a Document to pay interest on overdue amounts at a rate higher than the rate applying before the amount fell due may be held to constitute a penalty and be unenforceable. (h) We express no opinion on any provision in any Document requiring written amendments and waivers insofar as it suggests that oral or other modifications, amendments or waivers could not be effectively agreed on or granted between or by the parties. (i) The courts might not give full effect to an indemnity for legal costs or for penalties on Taxes. (j) A judgment by a court may be given in some cases only in Australian dollars. (k) Purported waivers of statutory rights or agreements not to sue or agreements to agree or negotiate or consult may not be enforceable. 4. OPINION Based on the assumptions and subject to the qualifications set out above we are of the following opinion. (a) The Guarantor is incorporated in Australia. (b) The Guarantor has the corporate power to enter into and perform its obligations under the Guarantee. (c) The execution, delivery and performance by the Guarantor of the Guarantee did not and will not violate in any respect any existing provision of: (i) any law of any Relevant Jurisdiction; or (ii) its constitution. (d) The Guarantee constitutes legal, valid and binding obligations of the Guarantor enforceable in competent courts of the Relevant Jurisdictions. (e) All Authorisations under the laws of any Relevant Jurisdiction now obtainable and required in connection with the execution, delivery, performance, validity or enforceability of the Guarantee have been obtained or effected and are in full force and effect. (f) No stamp or registration or similar taxes or charges are payable under the laws of any Relevant Jurisdiction in connection with the execution, delivery, 53 performance and enforcement of the Guarantee or any transaction contemplated by them other than nominal duty and debits tax. (g) It is not necessary under the laws of any Relevant Jurisdiction to file, register or record the Guarantee. This opinion is addressed to you for your sole benefit. It is not to be relied on by any other person or for any other purpose. It is not to be quoted or referred to in any public document or filed with or disclosed to any Government Agency or other person other than: (a) to the extent required by law or an official directive; (b) in connection with any litigation relating to a Document or this opinion; or (c) with our consent, which we will not withhold unreasonably. Yours faithfully EX-99.9(D)(2) 9 g77293exv99w9xdyx2y.txt CONFIDENTIALITY AGMT DATED 1/10/02 EXHIBIT (d)(2) [KIEWIT MATERIALS COMPANY LETTERHEAD] January 10, 2002 VIA FACSIMILE Mr. David Clarke President Rinker Materials Corporation 1501 Belevedere Road West Palm Beach, Florida 33406 Dear Mr. Clarke: Rinker Materials Corporation ("you") has advised us of your interest in exploring a possible transaction (a "Transaction") involving you and Kiewit Materials Company and its subsidiaries (collectively, the "Company"). In connection with your analysis of a Transaction with the Company, you have requested and/or may request certain oral and written non-public information concerning the Company which may be supplied to you by officers, directors, employees and/or advisors or representatives of the Company. Such information, whether furnished before or after the date hereof, regardless of the manner in which it is furnished, together with all memoranda, notes, analyses, compilations, studies or other documents prepared by you or your Representatives which reflect or are generated from such information are collectively referred to in this Agreement as "Information". As a condition to being furnished with Information, you agree (and agree to cause your directors, officers, employees, advisors and representatives (collectively, "Representatives")) to treat the Information in accordance with the following: 1. The Information will be used solely for the purposes of evaluating a Transaction between the Company and you and will not be used in any way, directly or indirectly, detrimental to the Company. Unless and until you have completed a Transaction with the Company pursuant to a definitive agreement (the "Transaction Agreement'), such Information will be kept confidential by you; provided, however, that you may disclose the Information or portions thereof to those of your Representatives who need to know such Information for the sole purpose of evaluating a possible Transaction with the Company (it being understood that you will inform those Representatives of the confidential nature of the Information and the possible Transaction and direct them not to disclose the Information to any other person). You agree to be responsible for any breach of this Agreement by your Representatives. You further agree not to contact any of the directors, officers or employees of the Company concerning this Transaction, but rather to direct all of your communications to Mr. James Goodwin, Director, Kiewit Materials Company, 152 West 57th Street, 45th Floor, New York, NY 10019, telephone (212) 373-0890, facsimile (212) 373-0891, until the Company specifically authorizes you to do otherwise. If you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes) to disclose any Information supplied to you in the course of your dealings with the Company or its representatives, you will, if legally permitted, (i) provide the Company with prompt notice of such request(s) and the documents requested so that the Company may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement, and (ii) consult with the Company as to the advisability of the Company taking legally available steps to resist or narrow such request. If in the absence of a protective order or the receipt of a waiver hereunder you are nonetheless, in the opinion of your legal counsel, compelled to disclose Information concerning the Company, you may disclose such Information without liability hereunder; provided, however, that you shall give the Company written notice of such Information as far in advance of its disclosure as is practicable and shall use reasonable efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Information required to be disclosed or produced. 2. The term "Information" does not include any information which (i) is or hereafter becomes generally available to and known by the public (other than as a result of an unauthorized disclosure directly or indirectly by you or your Representatives), (ii) is or becomes available to you on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not at the time of such disclosure bound by a confidentiality agreement with or other obligation of secrecy to the Company, or (iii) has already been or is hereafter independently acquired or developed by you without using Information or violating any confidentiality agreement with, or other obligation of secrecy to, the Company. 3. If the Company so requests, then you will return promptly to the Company all copies, extracts or other reproductions in whole or in part of the Information furnished by or on behalf of the Company in your possession or in the possession of your Representatives and you will destroy all copies of any memoranda, notes, analyses, compilations, studies or other documents prepared by you or for your use based on, containing, or reflecting any Information. Such destruction shall, if requested, be certified in writing to the Company by an authorized officer supervising such destruction. 4. Without the prior written consent of the Company, you will not, and will direct your Representatives not to, disclose to any person either the fact that any investigations, discussions or negotiations are taking place concerning a possible Transaction between the Company and you, or that you have requested or received Information from the Company, or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof. The term "person" as used throughout this Agreement will be interpreted broadly to include, without limitation, any corporation, company, partnership, entity, association or individual. 5. You understand and acknowledge that the Company is not making any representation or warranty, express or implied, as to the accuracy or completeness of the Information, and neither the Company nor any of its directors, officers, employees, stockholders, representatives or agents will have any liability to you or any other person resulting from your 2 use of the Information. Only those representations or warranties that are made to you in a definitive Transaction Agreement when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Transaction Agreement, will have any legal effect. 6. You agree that for a period of two (2) years from the date of this Agreement you will not, directly or indirectly, solicit any employee of the Company for the purpose of hiring such person as an employee or a consultant. It is understood that this provision does not preclude you from hiring a Company employee who responds to a general public advertisement for employment. 7. You agree that for a period of two (2) years from the date of this Agreement, unless you have been specifically invited in writing by the Company's Board of Directors, neither you nor any of your affiliates or Representatives will in any manner, either directly or indirectly, (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, cause or participate in, or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect, cause or participate in (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company; (ii) any tender or exchange offer, merger or other business combination involving the Company; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company; (b) form, join or in any way participate in a "group" (as defined under the Securities Exchange Act of 1934) with respect to any matter set forth in this paragraph; (c) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors, or policies of the Company; (d) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) make any public announcement, or disclose any intention, plan or arrangement with respect to the foregoing, or enter into any discussions or arrangements with any third party with respect to any of the foregoing. You also agree that during such two (2) year period you will not, directly or indirectly, request that the Company (or its directors, officers, employees, or agents) amend or waive any provision of this paragraph. 8. You understand and agree that unless and until a Transaction Agreement has been executed and delivered, no contract or agreement providing for a Transaction with the Company shall be deemed to exist between you and the Company, and neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to such Transaction by virtue of this or any written or oral expression thereof, except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term "Transaction Agreement" does not include any executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid made by you. 9. You agree that money damages would not be sufficient remedy for any breach of this Agreement by you or your Representatives and that the Company shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, in addition to all other remedies available to the Company at law or in equity. You also further agree that service of any process, summons, notice or document by 3 U.S. registered mail to your address set forth above shall be effective service of process for any action, suit or proceedings brought against you in any court. 10. You further understand and agree that: (i) the Company shall be free to conduct the process for a Transaction as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other person and entering into a definitive agreement without prior notice to you or any other person); (ii) the Company shall have the right to decline to furnish further Information and to terminate discussions and negotiations with you at any time; (iii) any of the procedures relating to a Transaction may be changed at any time without notice to you or any other person; (iv) the Company shall have the right to reject or accept any potential proposal, offer or participant therein, for any reason whatsoever, in its sole discretion; and (v) neither you nor any of your Representatives shall have any claim whatsoever against the Company or its Representatives arising out of or relating to a Transaction (other than those as against the parties to a definitive agreement with you in accordance with the terms thereof). The exercise by the Company of these rights shall not affect the enforceability of any provision of this Agreement. 11. This Agreement is for the benefit of the Company and will be governed and construed in accordance with the laws of the State of Nebraska without regard to conflict of laws principles. Any action brought in connection with this Agreement shall be brought in the federal or state courts located in Omaha, Nebraska, and the parties hereto hereby irrevocably consent to the jurisdiction of such courts. 12. You hereby acknowledge that you are aware, and that you will advise your Representatives, that the United States securities laws prohibit any person who has received material, non-public information concerning certain matters which are the subject of this Agreement from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 13. It is further understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any right, power or privilege under this Agreement. All modifications of, waivers of and amendments to this Agreement must be in writing and signed by you and the Company. 4 If you agree with the foregoing, please sign this letter and return one executed copy, which will constitute our agreement with respect to the subject matter of this letter. Very truly yours, KIEWIT MATERIALS COMPANY By: /s/ Christopher J. Murphy ---------------------------------------- Christopher J. Murphy, President CONFIRMED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE: RINKER MATERIALS CORPORATION By: /s/ Peter W. Trimble ------------------------------------------ Name: Peter W. Trimble ---------------------------------------- Title: Vice President, Strategy & Development --------------------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1(A)

                                                               EXHIBIT (a)(1)(A)

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       OF

                            KIEWIT MATERIALS COMPANY
                                       AT

                     $17.00 PER SHARE NET IN CASH TO SELLER
                                       BY

                       JEM LEAR ACQUISITION COMPANY, INC.
                          A WHOLLY OWNED SUBSIDIARY OF

                          RINKER MATERIALS CORPORATION

            THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
              ON SEPTEMBER 25, 2002, UNLESS THE OFFER IS EXTENDED.

     THE TENDER OFFER (THE "OFFER") BEING MADE PURSUANT TO THIS OFFER TO
PURCHASE (THE "OFFER TO PURCHASE") IS BEING MADE FOR ALL OUTSTANDING SHARES OF
COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE "SHARES"), OF KIEWIT MATERIALS
COMPANY, A DELAWARE CORPORATION (THE "COMPANY") (INCLUDING ANY SHARES THAT MAY
BE ISSUED UPON THE CONVERSION OF ALL SERIES OF THE COMPANY'S 8.028% SERIES 2000A
CONVERTIBLE DEBENTURES DUE 2010, 7.35% SERIES 2000B CONVERTIBLE DEBENTURES DUE
2010, 8.25% SERIES 2000C CONVERTIBLE DEBENTURES DUE 2010, 7.81% SERIES 2000D
CONVERTIBLE DEBENTURES DUE 2010 AND 6.60% CONVERTIBLE DEBENTURES DUE 2011
(COLLECTIVELY, THE "DEBENTURES")). THE OFFER IS BEING MADE IN CONNECTION WITH
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 9, 2002 (THE "MERGER
AGREEMENT"), BY AND AMONG RINKER MATERIALS CORPORATION, A GEORGIA CORPORATION
("PARENT"), JEM LEAR ACQUISITION COMPANY, INC., A DELAWARE CORPORATION AND A
WHOLLY OWNED SUBSIDIARY OF PARENT ("PURCHASER"), AND THE COMPANY. AS DISCUSSED
IN MORE DETAIL IN THIS OFFER TO PURCHASE, IF A SUFFICIENT NUMBER OF SHARES ARE
TENDERED IN THE OFFER AND PURCHASER ACCEPTS AND PAYS FOR THE TENDERED SHARES,
THE SHARES NOT TENDERED IN THE OFFER WILL BE ACQUIRED BY PARENT IN A MERGER (THE
"MERGER") OF PURCHASER INTO THE COMPANY, AS DESCRIBED IN MORE DETAIL IN THIS
OFFER TO PURCHASE.

     THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD OF DIRECTORS") HAS
UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER, DETERMINED
THAT THE OFFER AND THE MERGER ARE ADVISABLE AND FAIR TO, AND IN THE BEST
INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY (THE "STOCKHOLDERS") AND IS
UNANIMOUSLY RECOMMENDING THAT THE STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT TO THE OFFER. A SEPARATE CORRESPONDENCE DIRECTLY FROM THE
COMPANY REGARDING ITS BOARD OF DIRECTORS' VIEW OF THE OFFER AND THE MERGER IS
BEING DELIVERED TOGETHER WITH THIS OFFER TO PURCHASE.

     THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT
LEAST 90% OF THE TOTAL NUMBER OF SHARES OUTSTANDING AT THE EXPIRATION OF THE
OFFER, INCLUDING SHARES ISSUED UPON CONVERSION OF THE DEBENTURES. THIS CONDITION
MAY BE AMENDED OR WAIVED SO AS TO REDUCE THE PERCENTAGE IN THAT CONDITION TO ANY
PERCENTAGE REPRESENTING AT LEAST A MAJORITY OF SHARES OUTSTANDING ON A FULLY
DILUTED BASIS. SEE "CERTAIN CONDITIONS OF THE OFFER."


                                   IMPORTANT

     If you wish to tender all or any portion of your Shares, you should:

     - complete and sign the Transmittal Letter (or a copy of the Transmittal
       Letter) in accordance with the instructions in the Transmittal Letter;

     - have your signature guaranteed if required by Instruction 1 to the
       Transmittal Letter;

     - mail or deliver the Transmittal Letter (or a copy) and any other required
       documents to the Depositary (as defined herein); and

     - deliver the certificates for your Shares to the Depositary along with the
       Transmittal Letter (or copy).

     Questions and requests for assistance may be directed to D.F. King & Co.,
Inc., the Information Agent, at its address and telephone number set forth on
the inside back cover of this Offer to Purchase. Additional copies of this Offer
to Purchase, the Transmittal Letter and other related materials may be obtained
from the Information Agent.


                               TABLE OF CONTENTS

                                                           
Summary Term Sheet..........................................    1
Introduction................................................    5
Terms of the Offer..........................................    7
Withdrawal Rights...........................................   12
Acceptance for Payment and Payment..........................   12
Certain U.S. Federal Income Tax Consequences................   14
Price Range of and Dividends on Common Stock................   14
Effect of the Offer on the Company's Exchange Act
  Registration..............................................   15
Certain Information Concerning the Company..................   16
Certain Information Concerning Parent, Purchaser and
  Ultimate Parent...........................................   19
Interest in Securities of the Company.......................   20
Source and Amount of Funds..................................   21
Background of the Offer.....................................   22
Merger Agreement and Related Matters........................   23
Purpose of the Offer and Plans for the Company..............   33
Appraisal Rights............................................   34
Certain Capital Transactions................................   37
Certain Conditions of the Offer.............................   37
Certain Legal Matters.......................................   39
Fees and Expenses...........................................   40
Miscellaneous...............................................   40



                                        i


                               SUMMARY TERM SHEET

     Jem Lear Acquisition Company, Inc., a Delaware corporation, which is
referred to in this Offer to Purchase as "Purchaser," "we" or "us," is offering
to purchase (the "Offer") all of the outstanding shares of common stock, par
value $0.01 per share (the "Shares"), of Kiewit Materials Company, a Delaware
corporation (the "Company") (including any Shares that may be issued upon the
conversion of the Company's 8.028% Series 2000A Convertible Debentures due 2010,
7.35% Series 2000B Convertible Debentures due 2010, 8.25% Series 2000C
Convertible Debentures due 2010, 7.81% Series 2000D Convertible Debentures due
2010 and 6.60% Series 2001 Convertible Debentures due 2011 (collectively, the
"Debentures")), for total consideration of $17.00 per share net in cash to the
seller without interest. The following are some of the questions you, as a
stockholder of the Company, may have, along with answers to those questions. We
urge you to read the remainder of this Offer to Purchase and the Transmittal
Letter carefully because the information in this summary is not complete and
additional important information is contained in the remainder of this Offer to
Purchase and the Transmittal Letter.

Q.  WHO IS OFFERING TO BUY MY SHARES?

A.  Jem Lear Acquisition Company, Inc. is a Delaware corporation that was formed
for the purpose of making the Offer. We are a wholly owned subsidiary of Rinker
Materials Corporation, a Georgia corporation, which is referred to in this Offer
to Purchase as "Parent." Parent is an indirect, wholly owned subsidiary of CSR
Limited, incorporated in New South Wales, Australia ("Ultimate Parent"). See
"Certain Information Concerning Parent, Purchaser and Ultimate Parent." Under
the rules of the Securities and Exchange Commission (the "SEC"), Parent may also
be deemed to be making the Offer.

Q.  WHAT SHARES ARE BEING SOUGHT IN THE OFFER?

A.  We are offering to purchase all of the outstanding Shares as defined in the
opening paragraph of this Summary Term Sheet. See "Terms of the Offer."

Q.  HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

A.  We are offering to pay $17.00 per Share net in cash to the seller without
interest (the "Offer Price"), subject to reduction only for any applicable
backup withholding or stock transfer taxes required by law to be withheld from
payments to you. Purchaser and Parent will not be required to pay any brokerage
fee or commission imposed by any broker, dealer, bank or other person to solicit
tenders or effect the purchase. See "Terms of the Offer" and "Fees and
Expenses."

Q.  WHY ARE YOU MAKING THIS OFFER?

A.  The Offer is the first step in Parent's plan to acquire the Company, as
provided in the Agreement and Plan of Merger (the "Merger Agreement") dated as
of July 9, 2002 among Parent, Purchaser and the Company. The Merger Agreement
provides for the merger (the "Merger") of Purchaser with and into the Company
following the purchase of Shares pursuant to the Offer. In the Merger, each
Share (other than Shares (i) held by the Company, Purchaser or Parent, or any
subsidiary of Purchaser or Parent, or (ii) as to which appraisal rights are
properly exercised under Delaware law) will be converted into the right to
receive the same consideration as is being offered to stockholders of the
Company pursuant to this Offer. See "Merger Agreement and Related
Matters -- Conversion of Shares."

Q.  DO I HAVE TO PAY ANY BROKERAGE OR SIMILAR FEES TO TENDER?

A.  As a record owner of your Shares, you will not have to pay any brokerage or
similar fees to tender Shares in the Offer. However, if your shares are pledged
to a lender, your lender may charge you a fee. You should consult your lender to
determine whether any charges will apply.

Q.  DO YOU HAVE THE FINANCIAL RESOURCES TO PAY FOR THE SHARES?

A.  We will need approximately $650 million to purchase all of the Shares and to
complete the Offer and the Merger. Parent has agreed to provide us with
sufficient funds to complete the Offer from its own resources,

                                        1


including through borrowings and under standby bank credit facilities. The Offer
is not conditioned upon any financing arrangements. See "Source and Amount of
Funds" and "Certain Conditions of the Offer."

Q.  IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?

A.  Because we are offering to pay cash for the Shares rather than stock or
other securities, because Parent has agreed to provide us with the funds needed
to complete the Offer if the conditions described in this Offer to Purchase are
satisfied, and because there are no financing contingencies related to the
Offer, we do not think our financial condition is relevant to your decision
whether to tender your Shares.

Q.  HOW LONG DO I HAVE TO TENDER IN THE OFFER?

A.  You will have until 5:00 p.m., New York City time, on September 25, 2002, to
tender your Shares in the Offer, unless the Offer is extended. See "Terms of the
Offer -- Procedures for Tendering Shares." If the Offer is extended, you will
have additional time.

Q.  CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?

A.  Yes. We have agreed that we will extend the Offer if, at the time the Offer
is scheduled to expire (including at the end of an earlier extension), any of
the conditions to the Offer have not been satisfied. However, we may not extend
the Offer past November 8, 2002 (or in certain circumstances December 8, 2002)
without the consent of the Company. See "Terms of the Offer -- Extension of the
Offer" and "Certain Conditions of the Offer."

     We may also extend the Offer if we are required to do so by the rules of
the SEC in connection with any increase in the consideration to be paid pursuant
to the Offer. See "Terms of the Offer." We may also elect to provide a
"Subsequent Offering Period," which is an additional period of time beginning
after we have purchased Shares tendered during the Offer, during which
stockholders of the Company may tender their Shares and receive the Offer Price.
See "Terms of the Offer -- Subsequent Offering Period."

Q.  HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

A.  If we extend the Offer, we will inform Citibank, N.A. (the "Depositary"),
which is the depositary for the Offer, of that fact and we will make a public
announcement of the extension by not later than 9:00 a.m., New York City time,
on the first business day after the day on which the Offer was scheduled to
expire.

Q.  WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

A.  We are not obligated to purchase any tendered Shares unless the number of
Shares tendered and not properly withdrawn prior to the expiration of the Offer
equals at least 90% of the Shares outstanding on a fully diluted basis at the
time of expiration of the Offer. We refer to that condition as the "Minimum
Condition." However, we may elect to amend or waive the Minimum Condition so as
to reduce the percentage of the Minimum Condition to any percentage representing
at least a majority of the Shares. The Offer is also subject to a number of
other conditions that are described more completely in this Offer to Purchase.
See "Certain Conditions of the Offer."

Q.  HOW DO I TENDER MY SHARES?

A.  To tender Shares, you must deliver the certificates representing your
Shares, together with a completed Transmittal Letter and any other documents
required, to the Depositary not later than the time the Offer expires. See
"Terms of the Offer -- Procedures for Tendering Shares."

Q.  CAN I PARTICIPATE IN THE OFFER IF I AM A DEBENTURE HOLDER?

A.  Yes. If you hold any one of five series of the Company's outstanding
Debentures, you should have received a notice from the Company regarding the
Company's redemption of your Debentures. You have until August 19, 2002 to
convert the Debentures into Shares in accordance with the procedures provided in
the Debentures, the indenture under which they were issued, and the redemption
notice issued by the Company. If you convert your Debentures into Shares, you
may tender those Shares to us as described in the Offer to Purchase.

                                        2


Q.  WHAT DO I DO IF MY SHARES ARE PLEDGED TO A BANK OR OTHER LENDER?

A.  If your Shares are pledged to a bank or other lender and you wish to tender
your Shares in the Offer, you must first contact the lender to arrange for the
delivery of the certificate representing the Shares to us. If the Offer is
completed, the Depositary will pay the Offer Price to the lender, and the lender
must represent to us that upon payment of the Offer Price, the Shares will be
free and clear of any lien or other restriction imposed by the pledge.

Q.  HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

A.  To withdraw Shares, you must deliver a written notice of withdrawal, or a
facsimile of one, with the required information to the Depositary while you
still have the right to withdraw the Shares. You can withdraw Shares at any time
until the Offer has expired and, if we have not agreed to accept your Shares for
payment by 5:00 p.m. on September 25, 2002, you can withdraw them at any time
after such time and date until we accept Shares for payment. If we decide to
provide a Subsequent Offering Period, we will accept Shares tendered during that
period immediately upon receipt of those Shares by the Depositary. As a result,
you will not be able to withdraw Shares tendered in the Offering during any
Subsequent Offering Period. See "Terms of the Offer" and "Withdrawal Rights."

Q.  WHAT DOES THE COMPANY'S BOARD OF DIRECTORS THINK OF THE OFFER?

A.  The Board of Directors of the Company unanimously approved the Merger
Agreement, the Offer and the Merger. The Board of Directors of the Company has
determined that the Offer and the Merger are advisable and fair to, and in the
best interests of, the stockholders of the Company and is unanimously
recommending that the stockholders of the Company accept the Offer and tender
their Shares pursuant to the Offer. In addition, the Board of Directors of the
Company waived the restrictions on transfers of Shares contained in the
Company's Restated Certificate of Incorporation to the extent necessary to
permit holders of Shares to tender their Shares in the Offer. See "Background of
the Offer" and "Merger Agreement and Related Matters."

     The Company has prepared a statement containing additional information
regarding the determination and recommendation of its Board of Directors that is
being sent to stockholders of the Company together with this Offer to Purchase.

Q.  WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED IN
    THE OFFER?

A.  Assuming that the Offer is consummated but less than all of the Shares are
tendered in the Offer, Parent will acquire complete ownership of the Company by
merging Purchaser with the Company in the Merger. Consequently, as of the
consummation of either the Offer or the Merger, as the case may be, we will own
all of the capital stock of the Company. All stockholders of the Company who
held Shares before the Merger who did not tender Shares in the Offer will
receive the same price for their Shares that we paid in the Offer, unless such
stockholders properly assert appraisal rights with respect to the Merger under
Delaware law. See "Introduction" and "Appraisal Rights."

Q.  ARE APPRAISAL (DISSENTERS') RIGHTS AVAILABLE WITH RESPECT TO THE OFFER OR
    THE MERGER?

A.  Appraisal (dissenters') rights are not available with respect to the Offer,
but they are available with respect to the Merger. If you are not in favor of
the proposed Merger, if you do not tender your Shares, and if you comply with
applicable procedures under Delaware law, you will be entitled to exercise
appraisal rights. If the Offer is completed and we purchase Shares in the Offer,
we will provide you with further information regarding the Merger, including
instructions on how to perfect your right to seek an appraisal of your Shares
under Delaware law in connection with the Merger. See "Background of the Offer,"
"Merger Agreement and Related Matters" and "Appraisal Rights."

Q.  FOLLOWING THE OFFER, WILL THE COMPANY CONTINUE AS AN SEC REPORTING COMPANY?

A.  Yes, but only until such time as the Company terminates the registration of
the Shares under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Following the completion of the Offer, we anticipate that there will be
so few remaining stockholders of the Company that the Company will be able to
terminate the registration of the Shares under the Exchange Act. When such
registration is terminated, the

                                        3


Company will be relieved of the duty to file proxy and information statements
under the Exchange Act, and its officers, directors and holders of more than 10%
of its stock will be relieved of the reporting requirements and "short swing"
profit provisions of Section 16 of the Exchange Act. See "Effect of the Offer on
the Company's Exchange Act Registration."

Q.  IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

A.  If the Offer is completed and you have not tendered your Shares in the
Offer, you will be entitled to receive in the Merger the same amount of cash per
Share (without interest) that you would have received had you tendered your
Shares in the Offer. Therefore, if the Offer and the Merger are completed, the
only differences to you between tendering and not tendering your Shares are that
(1) you will be paid earlier if you tender your Shares, and (2) if you choose
not to tender your Shares, you will be permitted to exercise appraisal rights
with respect to the Merger.

Q.  WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PROPOSED
    TRANSACTIONS?

A.  The receipt of the Offer Price or the merger consideration in exchange for
Shares will be a taxable transaction for U.S. federal income tax purposes and
may also be taxable under applicable state, local or foreign income or other tax
laws. You should consult your tax advisor about the particular effect the
proposed transactions will have on you. See "Certain U.S. Federal Income Tax
Consequences."

Q.  WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?

A.  You can contact D.F. King & Co., Inc., which is acting as the information
agent for our Offer, as follows:

                             D.F. KING & CO., INC.
                                77 Water Street
                            New York, New York 10005
                                 (212) 269-5550
                                 (800) 549-6746

                                        4


To the Stockholders of Kiewit Materials Company:

                                  INTRODUCTION

     Jem Lear Acquisition Company, Inc., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Rinker Materials Corporation, a
Georgia corporation ("Parent"), is offering to purchase all the issued and
outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of
Kiewit Materials Company, a Delaware corporation (the "Company") (including any
Shares that may be issued upon conversion of the Company's 8.028% Series 2000A
Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures due
2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D
Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due
2011 (collectively, the "Debentures")), for total consideration (the "Offer
Price") of $17.00 per Share net to the seller in cash without interest, subject
to reduction only for any applicable backup withholding or stock transfer taxes
required by law to be withheld from payments to you, on the terms and subject to
the conditions set forth in this Offer to Purchase (the "Offer to Purchase") and
in the related transmittal letter (the "Transmittal Letter"). The tender offer
described in this Offer to Purchase is referred to as the ("Offer"). Unless the
context indicates otherwise, as used herein, references to "you" or
"Stockholders" shall mean holders of Shares and references to "we" or "us" shall
mean Purchaser.

     You will not be obligated to pay brokerage fees or commissions on the sale
of Shares pursuant to the Offer, although, as set forth in Instruction 6 of the
Transmittal Letter, any applicable stock transfer taxes required by law to be
withheld will be deducted from the Offer Price you will receive for your Shares.
If your shares are pledged, your lender may charge you a fee in connection with
your tender of Shares. If you fail to complete and sign the Substitute Form W-9
that is included in the Transmittal Letter, you may be subject to a required
U.S. federal backup income tax withholding of 30% of the gross proceeds payable
to you in the Offer. See "Terms of the Offer -- Backup Withholding." We will pay
all charges and expenses of the Depositary, and D.F. King & Co., Inc., as
information agent (the "Information Agent"), incurred in connection with the
Offer. See "Fees and Expenses."

     The board of directors of the Company (the "Board of Directors" or the
"Board") has unanimously approved the Agreement and Plan of Merger, dated as of
July 9, 2002, by and among Purchaser, Parent and the Company (the "Merger
Agreement"), the Offer and the Merger (as defined herein), determined that the
Offer and the Merger are advisable and fair to, and in the best interests of,
the Stockholders, and is unanimously recommending that the Stockholders accept
the Offer and tender their Shares to Purchaser. The factors considered by the
Board in arriving at its decision to approve the Merger Agreement, the Offer,
and the Merger and to recommend unanimously that the Stockholders accept the
Offer and tender their Shares pursuant to the Offer are described in the
Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") filed with the Securities and Exchange Commission (the "SEC") and being
delivered to you by the Company together with this Offer to Purchase. In
addition, the Board of Directors of the Company has waived the restrictions on
transfers of Shares contained in the Company's Restated Certificate of
Incorporation (the "Restated Certificate") to the extent necessary to permit
holders of Shares to tender their Shares in the Offer.

     The Offer is being made pursuant to the Merger Agreement. The purpose of
the Offer is for Parent, through Purchaser, to acquire control of, and all of
the equity interests in, the Company. If all the conditions to the Offer are
satisfied or, to the extent permitted, waived, and we purchase Shares tendered
in the Offer, the Merger Agreement contemplates that Parent will acquire the
remaining Shares that were not tendered in the Offer (if any) by merging
Purchaser with the Company (the "Merger") in accordance with the General
Corporation Law of the State of Delaware (the "DGCL"), with the Company being
the surviving corporation (the "Surviving Corporation") as a wholly owned
subsidiary of Parent. As a result of the Merger, Purchaser will cease to exist
as a separate corporate entity.

     Pursuant to the Offer, we are not required to purchase Shares unless, among
other things, there is validly tendered and not properly withdrawn prior to the
expiration of the Offer at least 90% of the total number of outstanding Shares
on a fully diluted basis (including any Shares that may be issued upon the
conversion of

                                        5


the Debentures) at the expiration of the Offer (the "Minimum Condition").
However, Parent may agree to waive the Minimum Condition if it has acquired at
least a majority of the Shares on a fully diluted basis.

     The Company has represented to us that, as of July 9, 2002, there were
36,003,436 Shares, and no shares of the Company's preferred stock, issued and
outstanding. Also, as of that date, there were 2,118,537 Shares reserved for
issuance upon conversion of the Debentures outstanding. Based on the foregoing
and assuming (i) Parent has not waived the Minimum Condition, (ii) all of the
Debentures have been converted in full into shares, and (iii) no additional
Shares (or options, warrants or rights exercisable for, or securities
convertible into, Shares) have been issued other than as set forth above, we
would need to purchase approximately 34,309,776 Shares pursuant to the Offer for
the Minimum Condition to be satisfied.

     If the Minimum Condition and other conditions to the Offer are satisfied
(or, to the extent permitted, waived) and the Offer is consummated, we will own
a sufficient number of Shares to ensure that the Merger (if necessary) will be
approved. In addition, under the DGCL if the Minimum Condition is satisfied and
not waived by us, we will be able to cause the Merger to occur without requiring
a vote of the Stockholders. If, however, we waive the Minimum Condition to the
extent permitted under the Merger Agreement and complete the Offer, a vote of
the Stockholders will be required under the DGCL to approve the Merger, although
our ownership would guarantee approval of the Merger.

     Certain other conditions to the Offer are described in "Certain Conditions
of the Offer." We expressly reserve the right, in our sole discretion, to waive
any one or more of the conditions to the Offer in accordance with the terms of
the Merger Agreement, except that with respect to the Minimum Condition, we may
waive such condition by reducing the percentage of Shares necessary to satisfy
such condition to not less than a majority of the Shares on a fully diluted
basis.

     This Offer to Purchase and the Transmittal Letter contain important
information which should be read carefully before any decision is made with
respect to the Offer.

                                        6


                               TERMS OF THE OFFER

GENERAL

     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any extension or
amendment), we will purchase all Shares validly tendered and not properly
withdrawn prior to the Expiration Date. The term "Expiration Date" means 5:00
p.m., New York City time, on September 25, 2002, unless the Offer has been
extended in accordance with the terms of the Merger Agreement, in which event
the term "Expiration Date" will mean the latest time and date at which the Offer
(not including any Subsequent Offering Period (as defined below)), as so
extended, will expire. Under the Merger Agreement, we may not accept for payment
or pay for Shares in the Offer prior to September 25, 2002, and the Expiration
Date cannot be extended beyond November 8, 2002 (except as set forth in
"-- Extension of the Offer" below). We may also extend the Expiration Date for
any period required by SEC rule or regulation in connection with an increase in
the consideration to be paid in the Offer.

     If by the Expiration Date any or all of the conditions to the Offer have
not been satisfied, we may, subject to the applicable rules and regulations of
the SEC and subject to the terms of and the limitations set forth in the Merger
Agreement, (a) terminate the Offer, not pay for any Shares and return all
tendered Shares to tendering Stockholders, (b) waive or reduce all the
unsatisfied conditions and, subject to any required extension, accept for
payment and pay for all Shares validly tendered prior to the Expiration Date,
(c) extend the Offer in the manner described below and, subject to your right to
withdraw Shares, retain the Shares that have been tendered during the period or
periods for which the Offer is extended, or (d) amend the Offer.

AMENDMENT OF THE OFFER

     In the Merger Agreement, we agreed that we will not, without the prior
written consent of the Company, (a) decrease the Offer Price, (b) change the
form of consideration payable in the Offer, (c) reduce the maximum number of
Shares to be purchased in the Offer, (d) amend or waive satisfaction of the
Minimum Condition, other than to reduce the required percentage of Shares to any
percentage that is not less than a majority, (e) impose additional conditions to
the Offer in addition to those set forth in "Certain Conditions of the Offer"
(collectively, the "Offer Conditions"), or (f) amend any other condition or term
of the Offer in any manner adverse to the Stockholders.

EXTENSION OF THE OFFER

     The Merger Agreement provides that we will extend the Expiration Date from
time to time (with each such extension not to exceed ten business days) if at
the scheduled expiration date of the Offer (i) any of the Offer Conditions
(other than the Minimum Condition) have not been satisfied or waived but are
reasonably capable of being satisfied on or before November 8, 2002, or (ii) the
Minimum Condition shall not have been satisfied, or, to the extent permitted by
the Merger Agreement, waived. In the event of any such extension, the Expiration
Date shall not be extended beyond November 8, 2002 without the prior written
consent of Purchaser and the Company, except as otherwise described below
regarding an "Insurance Recovery Notice." However, under no circumstances will
the Offer expire prior to 5:00 p.m. on September 25, 2002. The Merger Agreement
also provides that, without the prior consent of the Company, we may extend the
Offer for any period required by any rule or regulation of the SEC in connection
with an increase in the consideration to be paid pursuant to the Offer, but
there can be no assurance that we will exercise our right to extend the Offer.
No interest will be paid on the Offer Price for Shares tendered, whether or not
we exercise our right to extend the Offer. The foregoing rights and obligations
are in addition to our rights pursuant to "Certain Conditions of the Offer."

     Any extension, amendment, delay, waiver or termination will be followed as
promptly as practicable by public announcement. In the case of an extension,
Rule 14e-1(d) under the Exchange Act requires that the announcement be issued no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date, in accordance with the public announcement
requirements of

                                        7


Rule 14d-4(d) under the Exchange Act. Subject to applicable law (including Rules
14d-4(d) and 14d-6(c) under the Exchange Act, which require that any material
changes be promptly disseminated to holders of Shares), we will have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a release to a national news service. As used
in this Offer to Purchase, "business day" has the meaning set forth in Rule
14d-1(g)(3) under the Exchange Act.

     If we make a material change in the terms of the Offer, the information
concerning the Offer, or waive a material condition of the Offer, we will extend
it to the extent required by Rule 14e-1 under the Exchange Act.

     If there shall have occurred any event, or the disclosure of any act,
omission, fact or circumstance, that individually or when considered together
with any other matter, may have a Material Adverse Effect (as defined in "Merger
Agreement and Related Matters - Termination - Certain Material Adverse
Effects"), and the Company has a claim for an insurance recovery for any such
occurrence, which, if paid (or if the carrier accepts coverage for such claim),
would result in there being no Material Adverse Effect, then such occurrence
shall not be deemed for the purpose of the Merger Agreement to constitute a
Material Adverse Effect until the carrier of any applicable insurance has
provided a final written notice to the Company of whether coverage of any such
claim or any portion thereof for which a recovery is being sought will be
unconditionally accepted or denied (an "Insurance Recovery Notice"). In the
event that an Insurance Recovery Notice is provided, the Expiration Date will be
extended to ten business days after the date on which such Insurance Recovery
Notice is obtained, but in no event shall the date be extended beyond December
8, 2002, and all references in the Merger Agreement and this Offer to Purchase
to the date "November 8, 2002" shall be so modified to reflect such extension.
See "Merger Agreement and Related Matters -- Termination -- Certain Material
Adverse Effects."

CONSEQUENCES OF MATERIAL CHANGES IN THE OFFER

     If we make a material change in the terms of the Offer or the information
concerning the Offer or if we waive a material condition of the Offer, we will
extend the Offer and disseminate additional tender offer materials to the extent
required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The
minimum period during which the Offer must remain open following material
changes in the terms of the Offer or information concerning the Offer, other
than a change in price or a change in the percentage of securities sought, will
depend upon the facts and circumstances then existing, including the relative
materiality of the changed terms or information. With respect to a change in
price or a change in the percentage of securities sought, the Offer must remain
open for a minimum period of ten business days.

SUBSEQUENT OFFERING PERIOD

     Pursuant to Rule 14d-11 under the Exchange Act and the Merger Agreement, we
may, subject to certain conditions, provide a Subsequent Offering Period from
three to five business days in length following the Expiration Date (a
"Subsequent Offering Period"). A Subsequent Offering Period is an additional
period of time, following the expiration of the Offer and the purchase of Shares
in the Offer, during which you may tender Shares not previously tendered into
the Offer. Shares tendered during the Subsequent Offering Period may not be
withdrawn. See "Withdrawal Rights." We will immediately accept for payment, and
promptly pay for, all validly tendered Shares as they are received during the
Subsequent Offering Period. We may elect to provide a Subsequent Offering Period
by giving oral or written notice of such Subsequent Offering Period to the
Depositary. If we decide to provide a Subsequent Offering Period, we will make
an announcement to that effect by issuing a press release to a national news
service on the next business day after the previously scheduled Expiration Date.

     Rule 14d-11 provides that we may provide a Subsequent Offering Period so
long as, among other things, (i) the initial offering period (which will expire
on September 25, 2002, unless extended) has expired, (ii) we offer the same form
and amount of consideration for Shares in the Subsequent Offering Period as in
the initial Offer, (iii) we immediately accept and promptly pay for all Shares
tendered during the initial offering period prior to its expiration, (iv) we
announce the results of the Offer, including the approximate number and

                                        8


percentage of Shares deposited in the Offer, no later than 9:00 a.m. Eastern
time on the next business day after the Expiration Date and immediately begin
the Subsequent Offering Period, (v) the Offer is for all outstanding Shares and
(vi) we immediately accept and promptly pay for all Shares as they are tendered
during the Subsequent Offering Period.

     If we extend the Offer or if we are delayed in our acceptance for payment
of or payment (whether before or after our acceptance for payment of Shares) for
Shares or we are unable to pay for Shares pursuant to the Offer for any reason,
then, without prejudice to our rights under the Offer, the Depositary may retain
tendered Shares on our behalf, and such Shares may not be withdrawn except to
the extent tendering Stockholders are entitled to withdrawal rights as described
in "Withdrawal Rights." However, our ability to delay the payment for Shares we
have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act,
which requires that a bidder pay the consideration offered or return the
securities tendered by or on behalf of holders of securities promptly after the
termination or withdrawal of such bidder's Offer.

MAILING OF THE OFFER

     The Company has provided us with the names and addresses of all
Stockholders and holders of Debentures for the purpose of disseminating this
Offer to Purchase to Stockholders and, to the extent they decide to exercise
their conversion rights, holders of Debentures. We will mail or cause to be
mailed this Offer to Purchase, the related Transmittal Letter and other relevant
materials to record holders of Shares and Debentures.

PROCEDURES FOR TENDERING SHARES

     Valid Tender.  For you to validly tender Shares in the Offer, you must
deliver to the Depositary at one of its addresses set forth on the back cover
page of this Offer to Purchase prior to the Expiration Date (a) a properly
completed and duly executed Transmittal Letter (or facsimile thereof), together
with any required signature guarantees, (b) all certificates representing the
Shares to be tendered ("Share Certificates"), and (c) any other documents
required by the Transmittal Letter. Persons who hold Debentures and wish to
tender the Shares that they may receive upon the conversion of such Debentures
must first properly exercise such conversion rights. See "-- Procedures for
Tendering Shares -- Special Procedures for Holders of Debentures."

     Signature Guarantees.  No signature guarantee is required on the
Transmittal Letter if the Transmittal Letter is signed by the registered holder
of Shares tendered therewith and such registered holder has not completed either
the box entitled "Special Delivery Instructions to be Completed by Pledgees and
Others" or the box entitled "Special Payment Instructions to be Completed by
Pledgees and Others" on the Transmittal Letter. If a signature guarantee is
required, a bank, savings and loan association or brokerage firm that is a
participant in the Securities Transfer Agents Medallion Program, or a bank,
broker, dealer, credit union, savings association or other entity which is an
"eligible guarantor institution" as such term is defined under the Exchange Act
(each such institution, an "Eligible Institution"), must guarantee all
signatures on the Transmittal Letter. See Instructions 1 and 5 of the
Transmittal Letter and "-- Procedures for Tendering Shares -- Special Procedures
for Holders of Pledged Shares."

     If Share Certificates are registered in the name of a person other than the
signer of the Transmittal Letter, or if payment is to be made, or Share
Certificates for Shares not tendered or not accepted for payment are to be
returned, to a person other than the registered holder of the Share Certificates
surrendered, the tendered Share Certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name or names of
the registered holders appear on the Share Certificates, with the signatures on
the Share Certificates, stock powers and the Transmittal Letter guaranteed as
described above. See Instructions 1 and 5 of the Transmittal Letter.

     If Share Certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Transmittal Letter (or a
facsimile thereof) with all requisite signature guarantees must accompany each
such delivery.

                                        9


     Notwithstanding any other provision of the Offer, we will pay for Shares
only after timely receipt by the Depositary of (a) Share Certificates for such
Shares, (b) a Transmittal Letter (or facsimile thereof), properly completed and
duly executed, with any required signature guarantees, and (c) any other
documents required by the Transmittal Letter. Accordingly, tendering
Stockholders may be paid at different times depending upon when Share
Certificates with respect to Shares are actually received by the Depositary.

     Under no circumstances will we pay interest on the Offer Price of the
Shares, regardless of any extension of the Offer or any delay in making such
payment.

     Our acceptance for payment of Shares validly tendered pursuant to the Offer
will constitute a binding agreement between the tendering Stockholder and us
upon the terms and subject to the conditions of the Offer.

     Appointment as Proxy.  By executing a Transmittal Letter as set forth
above, you are irrevocably appointing our designees as your attorneys-in-fact
and proxies in the manner set forth in the Transmittal Letter, each with full
power of substitution, to the full extent of your rights with respect to the
Shares that you tender and that we accept for payment and with respect to any
and all other Shares or other securities or rights issued or issuable in respect
of such Shares on or after the date of this Offer to Purchase, July 23, 2002
(the "Applicable Date"). All such proxies will be irrevocable and considered
coupled with an interest in the tendered Shares. This appointment will be
effective when, and only to the extent that we accept such Shares for payment
pursuant to the Offer. Upon such acceptance for payment, all prior powers of
attorney, proxies and consents given by you with respect to such Shares or other
securities or rights will, without further action, be revoked and no subsequent
powers of attorney, proxies, consents or revocations may be given (and, if
given, will not be deemed effective). Our designees will be empowered to
exercise all voting and other rights with respect to the Shares and other
securities or rights in respect of any annual, special, adjourned or postponed
meeting of the Stockholders, actions by written consent in lieu of any such
meeting or otherwise, as they in their sole discretion deem proper. We reserve
the right to require that, in order for Shares to be deemed validly tendered,
immediately upon our acceptance for payment of such Shares, we must be able to
exercise full voting, consent and other rights with respect to such Shares and
other securities or rights, including voting at any meeting of Stockholders. The
foregoing proxies are effective only upon acceptance for payment of Shares
pursuant to the Offer. The Offer does not constitute a solicitation of proxies,
absent a purchase of Shares, for any meeting of the Company's Stockholders,
which will be made only pursuant to separate proxy solicitation materials
complying with the Exchange Act.

     Determination of Validity.  All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by us, in our sole discretion, which determination
will be final and binding on all parties. We reserve the absolute right to
reject any or all tenders determined by us not to be in proper form or the
acceptance for payment of or payment for which may, in the opinion of our
counsel, be unlawful. We also reserve the absolute right to waive any condition
of the Offer (to the extent permitted by the Merger Agreement) or any defect or
irregularity in the tender of any Shares of any particular Stockholder whether
or not similar defects or irregularities are waived in the case of other
Stockholders. No tender of Shares will be deemed to have been validly made until
all defects or irregularities relating thereto have been cured or waived. None
of Purchaser, Parent, the Depositary, the Information Agent or any other person
will be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification.
Subject to the terms of the Merger Agreement, our interpretation of the terms
and conditions of the Offer (including the Transmittal Letter and its
instructions) will be final and binding on all parties.

     Backup Withholding.  In order to avoid "backup withholding" of U.S. federal
income tax on payments of cash pursuant to the Offer, you must, unless an
exemption applies, provide the Depositary with your correct taxpayer
identification number ("TIN") on a Substitute Form W-9 and certify under
penalties of perjury that such TIN is correct and that you are not subject to
backup withholding. If you do not provide your correct TIN or you fail to
provide the certifications described above, the Internal Revenue Service (the
"IRS") may impose a penalty on you and the payment of cash to you pursuant to
the Offer may be subject to backup withholding of 30% of the amount of such
payment. All Stockholders surrendering Shares pursuant to the

                                        10


Offer should complete and sign the main signature form and the Substitute Form
W-9 included as part of the Transmittal Letter to provide the information and
certification necessary to avoid backup withholding (unless an applicable
exemption exists and is proved in a manner satisfactory to us and the
Depositary).

     Noncorporate foreign Stockholders should complete and sign the main
signature form and, if eligible, a Certificate of Foreign Status, Form W-8BEN, a
copy of which may be obtained from the Depositary, in order to avoid backup
withholding. See Instruction 10 to the Transmittal Letter.

     Special Procedures for Holders of Debentures.  All of the Company's
outstanding series of Debentures are convertible into Shares, under certain
circumstances, including during the 30-day period preceding the date the
Debentures have been called for redemption by the Company. A total of 2,118,537
Shares have been reserved for issuance upon conversion of the Debentures into
Shares.

     On July 15, 2002, the Company issued a notice (the "Redemption Notice") to
redeem all of the outstanding Debentures on August 19, 2002 (the "Redemption
Date") at 100% of the principal amounts thereof, with interest accrued to the
Redemption Date (the "Redemption Price"). This Redemption Notice was separately
mailed by the Company to the holders of the Debentures. Accordingly, the holders
of Debentures may exercise their right to convert their Debentures into Shares
during the 30-day period ending on August 19, 2002. If a Debenture is not timely
converted into Shares, the holder of the Debenture will receive payment of the
Redemption Price.

     In order for a holder of Debentures to tender in the Offer any or all
Shares that may be acquired by that holder upon a conversion of Debentures, the
holder must first properly exercise his or her conversion rights in accordance
with the terms of Debentures, the indenture under which the Debentures were
issued and the Redemption Notice. The conversion procedure is detailed in the
Redemption Notice and the form of Conversion Notice that accompanied the
Redemption Notice. Once the conversion rights are properly exercised and the
Company has issued to the holder a certificate evidencing the Shares issued upon
conversion of such Debentures, the holder may then comply with the terms of this
Offer and tender those Shares to Purchaser as otherwise described in
"-- Procedures for Tendering Shares."

     Special Procedures for Holders of Pledged Shares.  If Shares are pledged to
a bank, financial institution or other lender (a "Pledgee") as collateral for
money borrowed, and the Stockholder wishes to tender such Shares in the Offer,
he or she must first contact the Pledgee to help complete the Transmittal Letter
and to arrange for the delivery of his or her Share Certificates to us. Subject
to, and effective upon, acceptance for payment of the Shares tendered in the
Offer and the delivery to the Pledgee of the Offer Price for all Shares
purchased from the Stockholder, the Pledgee must agree to (i) cancel and
terminate any pledge agreement and all other security interests arising with
respect to the Shares, (ii) have no rights with respect to the Shares, and (iii)
cancel and terminate any other restrictions with respect to the Shares that
would prevent or restrict the consummation of the Offer or our ability to
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares and all distributions related thereto.

     If the Shares are not purchased pursuant to the Offer for any reason, then
(i) the Share Certificates for any such unpurchased Shares will be returned to
the Pledgee, without expense to Pledgee and as promptly as practicable after the
expiration, termination or withdrawal of the Offer and (ii) the cancellations,
terminations and agreements set forth in the previous paragraph will be of no
force and effect whatsoever with respect to such unpurchased Shares. All
signatures on the Transmittal Letter with respect to pledged Shares must be
guaranteed as described in "-- Procedures for Tendering Shares -- Signature
Guarantees" above in accordance with the instructions to the Transmittal Letter.
Failure to follow these procedures will render any purported tender of Shares
ineffective.

                                        11


                               WITHDRAWAL RIGHTS

     Except as otherwise described in this section, tenders of Shares made in
the Offer are irrevocable. You may withdraw Shares that you previously tendered
in the Offer at any time prior to the Expiration Date and, unless previously
accepted for payment pursuant to the Offer, such Shares may also be withdrawn at
any time after September 20, 2002 (except with respect to any Subsequent
Offering Period, in which case no Shares may be withdrawn).

     For your withdrawal to be effective, you must timely deliver to the
Depositary a notice of withdrawal by facsimile, hand delivery or overnight
courier as set forth on the back cover page of this Offer to Purchase. This
notice must specify the name of the person having tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the registered
holder of the Shares to be withdrawn, if different from the name of the person
who tendered the Shares. If Share Certificates have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such Share
Certificates, the serial numbers shown on such Share Certificates must be
submitted to the Depositary and, unless such Shares have been tendered by an
Eligible Institution, the signatures on the notice of withdrawal must be
guaranteed by an Eligible Institution.

     You may not rescind a withdrawal of Shares, and any Shares that you
properly withdraw will be considered not validly tendered for purposes of the
Offer. However, you may retender withdrawn Shares by again following one of the
procedures described in "Procedures for Tendering Shares" at any time prior to
the Expiration Date.

     All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by us, in our sole discretion, which
determination will be final and binding. None of Purchaser, Parent, the
Depositary, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in any notice of withdrawal
or incur any liability for failure to give any such notification.

     If we extend the Offer or if we are delayed in our acceptance for payment
of or payment (whether before or after our acceptance for payment of Shares) for
Shares or we are unable to pay for Shares pursuant to the Offer for any reason,
then, without prejudice to our rights under the Offer, the Depositary may retain
tendered Shares on our behalf, and such Shares may not be withdrawn except to
the extent tendering Stockholders are entitled to withdrawal rights as described
in this section. However, our ability to delay the payment for Shares that we
have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act,
which requires that a bidder pay the consideration offered or return the
securities tendered by or on behalf of holders of securities promptly after the
termination or withdrawal of such bidder's offer.

     If we provide a Subsequent Offering Period following the Offer, no
Withdrawal Rights will apply to Shares tendered during such Subsequent Offering
Period or to Shares tendered in the Offer and accepted for payment.

                       ACCEPTANCE FOR PAYMENT AND PAYMENT

     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), we will purchase, by accepting for payment and paying for, all
Shares validly tendered and not withdrawn (as permitted by "Withdrawal Rights")
promptly after the Expiration Date. Subject to the terms of the Merger
Agreement, we will determine all questions as to the satisfaction of such terms
and conditions in our sole discretion, and our determination will be final and
binding on all parties. We expressly reserve the right, in our sole discretion,
to delay acceptance for payment of or payment for Shares in order to comply in
whole or in part with any applicable law. Any such delays will be effected in
compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder's
obligation to pay for or return tendered securities promptly after the
termination or withdrawal of such bidder's Offer).

                                        12


     In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) Share
Certificates for such Shares, (b) a Transmittal Letter (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and (c) any other documents required by the Transmittal Letter.

     For purposes of the Offer, we will be considered to have accepted for
payment, and thereby purchased, Shares validly tendered as, if and when we give
written notice to the Depositary of our acceptance for payment such validly
tendered Shares. Payment for Shares accepted for payment pursuant to the Offer
will be made by deposit of the Offer Price with the Depositary, which will act
as agent for validly tendering Stockholders for the purpose of receiving payment
from us and transmitting payment to tendering Stockholders.

     Under no circumstances will we pay interest on the Offer Price regardless
of any extension of the Offer or any delay in making such payment.

     Upon the deposit of all required funds with the Depositary for the purpose
of making payments in full to tendering Stockholders, our obligation to make
such payment shall be satisfied and tendering Stockholders must thereafter look
solely to the Depositary (and, in the case of pledged Shares, the Pledgee) for
payment of amounts owed to them by reason of the acceptance for payment of
Shares pursuant to the Offer. Any amounts related to applicable backup
withholding or stock transfer taxes required by law to be withheld from payments
to a Stockholder in connection with the transfer and sale to us of Shares
pursuant to the Offer shall be paid out of the Offer Price for those Shares. We
will pay all charges and expenses of the Depositary and the Information Agent.

     If we are delayed in our acceptance for payment of or payment for Shares or
we are unable to accept for payment or pay for Shares pursuant to the Offer for
any reason, then, without prejudice to our rights under the Offer (but subject
to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may,
nevertheless, on our behalf, retain tendered Shares, and such Shares may not be
withdrawn except to the extent tendering Stockholders are entitled to exercise,
and duly exercise, withdrawal rights as described in "Withdrawal Rights."

     If we do not purchase any tendered Shares pursuant to the Offer for any
reason, we will return Share Certificates for any such unpurchased Shares,
without expense to you and as promptly as practicable after the expiration,
termination or withdrawal of the Offer.

     If prior to the expiration date, we increase the price offered to holders
of Shares in the Offer, we will pay the increased price to all holders of Shares
that are purchased in the Offer, whether or not such Shares were tendered prior
to the increase in price.

     If we provide a Subsequent Offering Period following the Offer, we will
immediately accept and promptly pay for all Shares as they are tendered in the
Subsequent Offering Period.

                                        13


                  CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

     The following is a summary of the material U.S. federal income tax
consequences of the sale of Shares pursuant to the Offer and the exchange of
Shares for cash pursuant to the Merger. This summary does not purport to be a
description of all tax consequences that may be relevant to you, and assumes an
understanding of tax rules of general application. It does not address special
rules, which may apply to you based on your tax status, individual circumstances
or other factors unrelated to the Offer or the Merger. It also does not address
the applicability or consequences arising under any foreign (non-U.S.) tax laws
or rules. You are encouraged to consult your own tax advisors regarding the
Offer and the Merger.

GENERAL

     Your receipt of cash for Shares in the Offer or the Merger will be a
taxable transaction for U.S. federal income tax purposes, and may also be
taxable under applicable state, local, foreign and other tax laws. For U.S.
federal income tax purposes, if you sell or exchange your Shares in the Offer or
the Merger you would generally recognize gain or loss equal to the difference
between the amount of cash received and your tax basis for the Shares that you
sold or exchanged. The gain or loss will be a capital gain or loss if the Shares
are held as capital assets by you and will be a long-term capital gain or loss
if your holding period for U.S. federal income tax purposes is more than one
year at the time of the sale or exchange. Long-term capital gain of a
non-corporate Stockholder is generally subject to a maximum federal tax rate of
20%. A Stockholder's ability to use capital losses to offset ordinary income is
limited.

BACKUP WITHHOLDING

     Under the U.S. federal income tax backup withholding rules, unless an
exemption applies, we will be required to withhold 30% of all payments to which
you are entitled pursuant to the Offer, unless you provide a tax identification
number and certify under penalties of perjury, that the number is correct. If
you are an individual, the tax identification number is your social security
number. If you are not an individual, the tax identification number is your
employer identification number. You should complete and sign the Substitute Form
W-9, which will be included with the Transmittal Letter to be returned to the
Depositary, in order to provide the information and certification necessary to
avoid backup withholding, unless an applicable exception exists and is proved in
a manner satisfactory to the Depositary. Certain Stockholders, including
corporations and some foreign individuals, are not subject to these backup
withholding and reporting requirements.

     In order for a foreign individual to qualify as an exempt recipient,
however, he or she must submit, if eligible, a Certificate of Foreign Status on
Form W-8BEN attesting to his or her exempt status. Any amounts withheld will be
allowed as a credit against the holder's U.S. federal income tax liability for
that year.

     The foregoing U.S. federal income tax discussion may not be applicable with
respect to Shares received pursuant to the exercise of employee stock options or
otherwise as compensation or with respect to holders of Shares who are subject
to special tax treatment under the Internal Revenue Code, such as certain
non-U.S. Persons, life insurance companies, tax-exempt organizations and
financial institutions, and may not apply to a holder of Shares in light of
individual circumstances. The discussion is included for general information
only and is based upon laws, regulations, rulings and decisions now in effect,
all of which are subject to change, possibly retroactively. You are urged to
consult your own tax advisor with respect to the tax consequences of the Offer
and the Merger, including the application and effect of state, local, or foreign
income or other tax laws.

                  PRICE RANGE OF AND DIVIDENDS ON COMMON STOCK

     The Shares are not listed on a national securities exchange or quoted on an
inter-dealer quotation system. Thus, historical market or trading prices for the
Shares are not available.

     The Restated Certificate contains restrictions on the transferability of
Shares. The Restated Certificate also requires the Company, subject to the
conditions and limitations set forth in the Restated Certificate, to

                                        14


purchase Shares from holders who wish to sell them based upon a formula price.
The formula price is based, in large part, on the prior year-end book value of
the Company and remains fixed for the calendar year. According to the Company,
the formula price was $7.14 per Share in 2000 and $7.86 per Share in 2001, and
is $8.77 per Share in 2002. The 2002 per Share formula price will remain in
effect for the rest of 2002. See "Certain Information Concerning the
Company -- Selected Consolidated Financial Information."

     The Company has not in the past and does not intend in the future to pay
dividends on its Common Stock. Further, the Merger Agreement does not permit the
Company to pay any such dividends.

         EFFECT OF THE OFFER ON THE COMPANY'S EXCHANGE ACT REGISTRATION

     The Shares are currently registered under the Exchange Act. Registration of
the Shares under the Exchange Act may be terminated upon notice to the SEC if
the Shares are neither listed on a national securities exchange nor held by 300
or more holders of record. Termination of registration of the Shares under the
Exchange Act would substantially reduce the information required to be furnished
by the Company to its Stockholders and to the SEC and would make certain
provisions of the Exchange Act no longer applicable to the Company, such as the
short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the
requirement of furnishing a proxy statement pursuant to Section 14(a) of the
Exchange Act in connection with Stockholders' meetings and the related
requirement of furnishing an annual report to Stockholders, and the requirements
of Rule 13e-3 under the Exchange Act with respect to "going private"
transactions. It is likely that we will file notice to terminate registration of
the Shares on behalf of the Company at the conclusion of the Offer if the
Minimum Condition is satisfied (although we may be subject to proxy rules until
effectiveness of the termination of registration) and if after the completion of
the Offer the Company has fewer than 300 Stockholders of record. If more than
300 Stockholders of record remain at the completion of the Offer and the Merger
is thereafter consummated, we will file notice to terminate such registration
upon the Effective Time of the Merger.

                                        15


                   CERTAIN INFORMATION CONCERNING THE COMPANY

     Except as otherwise described in this Offer to Purchase, all of the
information concerning the Company contained herein has been furnished by the
Company or has been taken from or based upon publicly available information.
Neither Parent nor Purchaser assumes any responsibility for the accuracy or
completeness of this information or for any failure by the Company to disclose
events which may have occurred or may affect the significance or accuracy of any
such information but which are unknown to Parent or us.

GENERAL

     The Company is a Delaware corporation with its principal executive offices
located at 1100 Kiewit Plaza, Omaha, Nebraska 68131, and its telephone number is
(402) 536-3661. The Company and its subsidiaries operate ready-mix, asphalt and
aggregate operations in Arizona, Washington, Oregon, California, Wyoming,
Nebraska, Utah and New Mexico. The Company, formerly a wholly owned subsidiary
of Peter Kiewit Sons', Inc. ("PKS"), was incorporated on February 2, 1999, to
consolidate the materials businesses of PKS under one holding company. The
Company has two reportable business segments with three product lines:
aggregates, ready-mix concrete and hot-mix asphalt.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

     Set forth below is selected consolidated financial information of the
Company as published in the Company's Annual Reports on Form 10-K for the years
ended December 31, 2001 and December 31, 2000, and the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2002, in each instance as
filed with the SEC. See "Certain Information Concerning the Company -- Available
Information" for information on how to obtain complete copies of these reports
and other information about the Company.



                                           FISCAL YEAR ENDED
                                          -------------------     QUARTER ENDED    QUARTER ENDED
                                            2001       2000       MARCH 31, 2002   MARCH 31, 2001
                                          --------   --------     --------------   --------------
                                                   (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                       
Results of Operations:
  Total revenue.........................  $508,819   $488,509        $113,231         $113,069
  Net earnings..........................  $ 35,085   $ 27,052        $  6,956         $  5,834
Per Share:
  Net earnings(1)
     Basic..............................  $   0.97   $   0.74        $   0.19         $   0.16
     Diluted............................  $   0.94   $   0.74        $   0.19         $   0.16
  Dividends.............................  $     --   $     --        $     --         $     --
  Formula price(2)......................  $   8.77   $   7.86        $   8.77(4)      $   7.86(4)
  Book value............................  $   8.86   $   7.90              --(5)            --(5)
Financial Position:
  Total assets..........................  $415,649   $376,243        $426,251         $382,536(4)
  Current portion of long-term debt.....  $  1,127   $  1,112        $  1,053         $  1,531
  Long-term debt, net of current
     portion............................  $  2,534   $  3,779        $  1,953         $  3,213
Redeemable Common Stock(3)..............  $320,964   $288,011        $326,762         $292,656


- ---------------

(1) Basic earnings per share were computed by the Company using the weighted
    average number of Shares outstanding during each period. Diluted earnings
    per Share gives effect to Debentures considered to be dilutive common stock
    equivalents. The potentially dilutive Debentures were calculated by the
    Company in accordance with the "if converted" method. This method assumes
    that the after-tax interest expense associated with the Debentures is an
    addition to income and the Debentures are converted into equity with the
    resulting Shares being aggregated with the weighted average Shares
    outstanding.

                                        16


(2) Pursuant to the Restated Certificate, the formula price calculation is
    computed annually at the end of the fiscal year. All Share repurchases by
    the Company commencing during the subsequent year are valued at the previous
    fiscal year end formula price. See "Price Range of and Dividends on Common
    Stock." Thus, stock repurchased during 2001 was at $7.86 per Share.

(3) Holders of Shares are prohibited from transferring the Shares in any manner
    except in a sale to the Company and to certain authorized transferees of the
    holders. The Company is generally required to purchase all Shares at the
    formula price. The aggregate redemption value of Shares at March 31, 2002,
    December 31, 2001 and December 31, 2000 was $316,464, $317,622 and $286,603,
    respectively. See "Price Range of and Dividends on Common Stock." A
    comparable figure at March 31, 2001 was not provided in the Company's
    Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

(4) This information is not in the Company's Quarterly Report on Form 10-Q for
    the quarter ended March 31, 2002, but was provided by the Company.

(5) This information is not in the Company's Quarterly Report on Form 10-Q for
    the quarter ended March 31, 2002.

CERTAIN PROJECTIONS

     The Company provided us in its initial offering materials (dated January
2002) with summary projections of the Company that included the following:



                                                                   2002
                                                               ------------
                                                            
Projected revenues..........................................   $510,574,000
Projected operating earnings................................   $ 52,853,000
Projected net earnings......................................   $ 34,526,000


Separately, the Company provided us with projections of cash at the end of
September 2002 of $129,268,000 and at the end of October 2002 of $133,843,000
(together, the "Company's Projections"). The Company had also provided
projections for 2001, but those were superseded by the Company's actual
financial information as set forth above.

     The Company's Projections were used in our due diligence with respect to
the Company, but our offer to purchase was based on our extensive due diligence
with respect to the Company's operations. It is our view that while in general
the Company's Projections played a small part in making our decisions, the cash
projections at September 2002 and October 2002 were a factor, among others, in
our decision to proceed without a post-closing adjustment. See "Background of
the Offer."

     We have been advised by management of the Company that the Company's
Projections were produced by the Company's management, were not audited, and
were not prepared for publication or with a view to complying with the published
guidelines of the SEC regarding projections or with the American Institute of
Certified Public Accountants guide for Prospective Financial Statements. Such
information is being included in this Offer to Purchase solely because it was
furnished to us in connection with the discussions giving rise to the Merger
Agreement. The independent accountants of the Company have neither examined nor
compiled the financial information set forth above and, accordingly, do not
express an opinion or any other form of assurance with respect thereto.

     The Company's Projections, while they did not so state on their face,
necessarily reflect numerous assumptions with respect to general business and
economic conditions and other matters, many of which are inherently uncertain or
beyond the Company's or our control, may not be apparent on the face of the
Company's Projections and do not take into account any changes in the Company's
operations or capital structure which may result from the Offer and the Merger.
In addition, factors such as economic conditions in the markets served, levels
of construction spending in the markets served, transportation costs,
competition from existing or future competitors, our ability to integrate
acquisitions quickly and effectively, industry performance, regulatory and
financial conditions, and our ability to complete successfully the Offer, the
outcomes of each of which are difficult to project, may cause the Company's
Projections or the underlying

                                        17


assumptions to be inaccurate. It is not possible to predict whether the
assumptions made in preparing the projected financial information will be valid.
Accordingly, there can be no assurance that the Company's Projections will be
realized, and actual results may prove to be materially higher or lower than
those contained in the projections. The inclusion of this information should not
be regarded as an indication that we, the Company or anyone else who received
this information considered it a reliable predictor of future events, and this
information should not be relied on as such. None of us, the Company or any of
our respective representatives assumes any responsibility for the validity,
reasonableness, or completeness of the projected financial information, and the
Company has made no representation to us regarding such information.

AVAILABLE INFORMATION

     The Company is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is obligated to file reports and other
information with the SEC relating to its business, financial condition and other
matters. Information, as of particular dates, concerning the Company's directors
and officers, their remuneration, stock options granted to them, the principal
holders of the Company's securities, any material interests of such persons in
transactions with the Company and other matters is required to be disclosed in
proxy statements distributed to the Stockholders and filed with the SEC. Such
reports, proxy statements and other information are available for inspection at
the public reference room at the SEC's principal office at 450 Fifth Street,
N.W., Room 1024, Judiciary Plaza, Washington, D.C., 20549. Copies may be
obtained by mail, upon payment of the SEC's customary charges, by writing to its
principal office at the above address. Further information on the operation of
the SEC's Public Reference Room in Washington, D.C. can be obtained by calling
the SEC toll-free at (800) SEC-0330. The SEC also maintains a web site on the
Internet that contains reports, proxy statements and other information about
issuers, such as the Company, who file such reports, statements and information
electronically with the SEC. The address of that site is http://www.sec.gov.

                                        18


      CERTAIN INFORMATION CONCERNING PARENT, PURCHASER AND ULTIMATE PARENT

     Purchaser is a Delaware corporation and to date has engaged in no
activities other than those incident to its formation and the commencement of
the Offer. Purchaser is a direct wholly-owned subsidiary of Parent. The
principal executive offices of Purchaser and Parent are located at 1501
Belvedere Road, West Palm Beach, Florida 33406. The telephone number for
Purchaser and Parent is (561) 833-5555.

     Parent is a Georgia corporation and an indirect wholly-owned subsidiary of
CSR Limited, incorporated in New South Wales, Australia ("Ultimate Parent").
Parent, through its subsidiaries, is one of the largest producers of
construction materials in the United States, with products including concrete,
concrete block, crushed stone and sand, asphalt, cement, concrete pipe and
products, polyethylene pipe, wallboard and other building materials. Parent's
sales for 2001 exceeded $2 billion.

     Ultimate Parent has its principal place of business at Level 1, 9 Help
Street, Chatswood, New South Wales 2067, Australia. Its telephone number is
(011) 61 2 9235 8000. Ultimate Parent, through its subsidiaries, is one of the
world's largest construction and building materials companies, employing over
16,000 people worldwide at over 600 locations. Additional information concerning
Ultimate Parent is set forth in the filings it has made with the SEC, and such
filings may be obtained from the SEC as provided in "Certain Information
Concerning the Company -- Available Information." The name, citizenship,
business address, principal occupation and five-year employment history of each
of the directors and executive officers of Purchaser, Parent and Ultimate Parent
are set forth in Schedule I to this Offer to Purchase.

     None of Purchaser, Parent, Ultimate Parent nor, to their knowledge, any of
the persons listed in Schedule I hereto, has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to any judicial or administrative proceeding
(except for matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.

                                        19


                     INTEREST IN SECURITIES OF THE COMPANY

     Neither Parent, Purchaser, nor any other associate, majority-owned
subsidiary or affiliate of Parent or Purchaser (each, a "Purchaser Entity" and
collectively, the "Purchaser Entities"), nor, to the knowledge of Parent or
Purchaser, any of the persons listed in Schedule I hereto or any associate
thereof, beneficially owns any equity security of the Company.

     No Purchaser Entity, and, to the knowledge of Parent or Purchaser, none of
the Persons listed in Schedule I hereto or any associate thereof, has effected
any transaction in any equity security of the Company during the past 60 days.

     Except as set forth in this Offer to Purchase, neither Parent, Purchaser,
nor, to the knowledge of either of them, any of the persons set forth on
Schedule I hereto, has any contract, arrangement, understanding or relationship
with any other person with respect to any securities of the Company, including,
without limitation, any contract, arrangement, understanding or relationship
concerning, the transfer or the voting of any securities of the Company, joint
ventures, loan or option arrangements, puts or calls, guaranties of loans,
guaranties against loss or the giving or withholding of proxies.

     Except as set forth in this Offer to Purchase, neither Parent, Purchaser,
nor, to the knowledge of either of them, any of the persons listed in Schedule I
hereto, has had any transactions with the Company, or any of its executive
officers, directors or affiliates that would require reporting under the rules
of the SEC.

     Except as set forth in this Offer to Purchase, there have been no contacts,
negotiations or transactions between Parent or Purchaser, or their respective
subsidiaries, or, to the knowledge of any of them, any of the persons listed in
Schedule I hereto, on the one hand, and the Company or its executive officers,
directors or affiliates, on the other hand, concerning a merger, consolidation
or acquisition, tender offer or other acquisition of securities, election of
directors, or a sale or other transfer of a material amount of assets that would
require reporting under the rules of the SEC.

                                        20


                           SOURCE AND AMOUNT OF FUNDS

     The total amount of funds required to purchase all of the Shares pursuant
to the Offer to Purchase, to consummate the Merger and to pay fees and expenses
related to the Offer to Purchase and the Merger is estimated to be approximately
$650 million. Purchaser will obtain all funds needed for the Offer to Purchase
and the Merger from Parent.

     Parent currently anticipates obtaining such funds from standby credit
facilities that it maintains with various lenders in the aggregate amount of
$810 million, all of which is available for borrowing. One of the facilities has
been amended to provide a $100 million increase in the line for five business
days, which if borrowed must be repaid within five business days after such
funds are borrowed. The maturity dates of these facilities range from March 2003
to July 2006 and have interest rates ranging from LIBOR plus 0.25% to LIBOR plus
0.40% per year. Otherwise, the relevant terms of these credit facilities,
including affirmative and negative covenants, events of default and remedies in
the event of default, are substantively similar. As an illustrative example of
these credit facilities, we have filed a copy of one of them with the SEC as an
exhibit to the Tender Offer Statement on Schedule TO to which this Offer to
Purchase is an exhibit. Pursuant to the rules of the SEC, we have omitted the
name of the bank with which we have established this facility from the Schedule
TO.

     Borrowings under these facilities will be repaid by Parent in the ordinary
course of business, including by utilizing cash on hand of the Company at the
time the Merger is complete.

     The Offer is not contingent on Purchaser's or Parent's ability to obtain
financing for the Offer. Purchaser and Parent expressly reserve the right to
obtain financing for the Offer through alternative sources. However, currently
no alternative financing arrangements or alternative financing plans exist.

                                        21


                            BACKGROUND OF THE OFFER

     In early January 2002, David V. Clarke, the Chief Executive Officer of
Parent, was contacted by James Goodwin, a director of the Company and a
principal of James Goodwin Inc. and the Company's financial advisor, indicating
that the Company was conducting a process to solicit interest in a potential
sale of the Company and that Parent was being contacted as a potential bidder.

     On January 10, 2002, the Company and Parent signed a confidentiality
agreement. On January 15, 2002, Parent received the Company's Confidential
Memorandum which was provided to assist potential bidders to determine whether
to submit an indication of interest with regard to a potential acquisition of
the Company. On January 30, 2002, Parent submitted a non-binding indication of
interest, which indication was based solely on the Confidential Memorandum and
certain supplemental information provided by the Company as to potential
corporate overhead savings and in response to six questions posed by Parent, but
without the Parent's conducting due diligence.

     Thereafter, representatives of Parent attended presentations by Company
management and conducted a preliminary due diligence review of the Company. On
May 13, 2002, Parent submitted a bid to acquire the Company through a merger
(without a tender offer). The bid was based on certain assumptions as to cash
and was subject to a post-closing purchase price adjustment up or down based
upon the cash and working capital of the Company on the closing date and was
subject to a variety of conditions, including the completion of a number of due
diligence matters. The bid also contained an escrow of a portion of the purchase
price and an indemnity from the Stockholders for breaches of the Company's
representations and warranties in the merger agreement.

     On May 15, 2002, Peter W. Trimble, the Vice President -- Strategy &
Development of Parent, received a telephone call from Mr. Goodwin indicating
that the Company was interested in pursuing a transaction with Parent if Parent
would change the conditions in its bid relating to the escrow, the
indemnification and several other provisions. On May 16 and 17, 2002, Mr.
Clarke, Thomas G. Burmeister, Parent's Chief Financial Officer, Mr. Trimble,
Mike F. Egan, Parent's Vice President and General Counsel, and Thomas B. Hyman,
Jr. and Edward W. Kallal, Jr. of Sutherland Asbill & Brennan LLP ("Sutherland"),
Parent's legal counsel, met in New York with Mr. Goodwin, Donald E. Bowman, the
Company's Chief Financial Officer, Mark E. Belmont, the Company's General
Counsel, and David K. Boston and Stuart R. Goldfarb of Willkie Farr & Gallagher
("Willkie Farr"), legal counsel to the Company. The primary purpose of this
meeting was to discuss the terms and conditions of Parent's bid and to agree
upon the scope and timing of the remaining due diligence review of the Company
to be conducted by Parent.

     Following these meetings, the Company agreed on May 20, 2002 to deal
exclusively with Parent for a 30-day period regarding a sale of the Company, and
an exclusivity letter was signed on that date. Thereafter, the exclusivity
period was extended three times. On June 19, 2002, it was extended through June
21, 2002. After May 20, 2002, the parties continued to negotiate the terms of
the Merger Agreement and related documents, Parent conducted further due
diligence, and Parent's senior management had numerous telephone conversations
with the Company's management concerning the various agreement drafts and
various aspects of the Company and its business. On June 21, 2002,
representatives of Parent and Sutherland met with Mr. Goodwin and
representatives of Willkie Farr in New York to review the status of the
negotiations of the transaction, including the Merger Agreement and Parent's due
diligence of the Company. Mr. Bowman and Mr. Belmont participated in this
meeting via telephone. Following this meeting, the exclusivity letter was
extended through June 24, 2002 with Parent undertaking to consider a transaction
with a fixed per share purchase price and no post-closing working capital
adjustment. On June 24, 2002, the exclusivity period was extended again until
July 8, 2002.

     Following the meeting on June 21, 2002, the parties continued negotiations
and entered into the Merger Agreement on July 9, 2002, providing for a purchase
price of $17.00 per share, payable as provided in the Merger Agreement and as
described in this Offer to Purchase. See "Introduction."

                                        22


                      MERGER AGREEMENT AND RELATED MATTERS

     The following is a summary of certain provisions of the Merger Agreement.
This summary is qualified in its entirety by reference to the Merger Agreement
which is incorporated herein by reference and a copy of which has been filed
with the SEC as an exhibit to the Tender Offer Statement on Schedule TO to which
this Offer to Purchase is an exhibit (the "Schedule TO"). The Merger Agreement
may be examined and a copy of it may be obtained in the manner set forth in
"Certain Information Concerning the Company -- Available Information."

THE OFFER

     Under the Merger Agreement, we agreed to commence the Offer within ten
business days after July 9, 2002, the date on which the Offer was announced. We
also agreed that, upon the terms and subject to prior satisfaction or waiver of
certain conditions to the Offer (including, if the Offer is extended or amended,
the terms and conditions of any extension or amendment), we will accept for
payment, and pay for, all Shares validly tendered pursuant to the Offer and not
properly withdrawn on or prior to the Expiration Date, as it may be extended
from time to time. The conditions to the Offer are described in "Certain
Conditions to the Offer" and are referred to herein as the "Offer Conditions."

DESIGNATION OF DIRECTORS

     Subject to applicable law, promptly upon the purchase by us of any Shares
pursuant to the Offer, and from time to time thereafter as we acquire Shares,
Parent will have the right under the Merger Agreement to designate such number
of directors, rounded up to the next whole number, to serve on the Board of
Directors of the Company as will give Parent representation on the Board equal
to the product of (i) the total number of directors on the Board (giving effect
to any increases in the number of directors on the Board in accordance with the
terms of the Merger Agreement) and (ii) the percentage that the number of Shares
beneficially owned by Parent, Purchaser or any of their respective affiliates
bears to the number of Shares outstanding. However, prior to the completion of
the Merger, the Board shall always have at least one director who is neither an
officer of the Company nor is a designee, stockholder, affiliate or associate of
Parent (the "Independent Director"). The Company also agreed to cause
individuals designated by Parent to constitute the same percentage as is on the
entire Board to be on (i) each committee of the Board of Directors and (ii) each
board of directors and each committee thereof of each subsidiary of the Company.
The Merger Agreement provides that the Company will, upon Parent's request,
promptly take all actions necessary to cause Parent's designees to be validly
elected or appointed to the Board, including without limitation, increasing the
size of the Board or securing the resignations of such number of directors as is
necessary to provide us with such level of representation. The identity,
background and certain other information of the individuals Parent may designate
for appointment to the Board under this provision are included in the Schedule
14D-9.

THE MERGER

     The Merger Agreement provides that, after the completion of the Offer and
the satisfaction or waiver of certain conditions, Purchaser will be merged with
and into the Company, with the Company as the surviving corporation (the
"Surviving Corporation") in the Merger. Following the Merger, the Company will
be a wholly owned subsidiary of Parent. As a result of the Merger, Purchaser's
separate corporate existence will cease.

MERGER WITHOUT A MEETING OF STOCKHOLDERS

     The Merger Agreement provides that if Purchaser has not waived the Minimum
Condition and has purchased the Shares tendered in the Offer, the Company shall,
at Parent's request, take all necessary and appropriate action to cause the
Merger to become effective as soon as practicable after the consummation of the
Offer without a meeting of the Stockholders, in accordance with Section 253 of
the DGCL. In that event, if you have not tendered your Shares in the Offer, you
will be notified that the Merger has occurred and will be

                                        23


provided with information regarding how to receive an amount in cash equal to
the Offer Price, without interest, subject to reduction only for any applicable
backup withholding or stock transfer taxes required by law to be withheld from
payments to Stockholders (the "Merger Consideration"), or exercise your
appraisal rights under the DGCL. See "Appraisal Rights."

SPECIAL MEETING OF STOCKHOLDERS

     Unless the Merger is consummated in accordance with Section 253 of the DGCL
(as discussed above), the Company is obligated to convene in accordance with
applicable law a special meeting of its Stockholders promptly following the
consummation of the Offer for the purpose of approving the Merger Agreement and
related Merger (the "Special Meeting"). Approval of the Merger will not require
a Stockholder meeting and vote unless Purchaser agrees to waive the Minimum
Condition and complete the Offer, in which case Purchaser would own less than
90% of the fully diluted Shares. In this case, Purchaser would be unable to
consummate the Merger without a Stockholder vote in accordance with Section 253
of the DGCL. In connection with that Special Meeting, the Company will provide
to its Stockholders notice of the Special Meeting, a proxy statement and form of
proxy or information statement, as the case may be, and any schedules required
to be filed with the SEC in connection with the Special Meeting (collectively,
the "Proxy Statement"). Except as described below under "Termination," the Proxy
Statement will include the recommendation of the Board that Stockholders vote in
favor of approval and adoption of the Merger Agreement and the Merger. Parent
and Purchaser have each agreed that, at the Special Meeting, all of the Shares
acquired pursuant to the Offer or otherwise owned or acquired by Parent,
Purchaser or any of their affiliates will be voted in favor of the Merger.

CONVERSION OF SHARES

     At the Effective Time, each outstanding Share (other than (i) Shares (if
any) held in the treasury of the Company or owned by Parent, Purchaser or any
subsidiary of Parent or Purchaser, all of which will be canceled without any
exchange of consideration, or (ii) Shares owned by Stockholders who did not
approve the Merger and have properly exercised and perfected appraisal rights in
accordance with Section 262 of the DGCL) will, by virtue of the Merger and
without action by the holder thereof, be converted into the right to receive the
Merger Consideration upon surrender of the certificate representing such Share.

CONVERSION OF EXISTING DEBENTURES

     Under the Merger Agreement, the Company was required to notify promptly all
holders of its outstanding Debentures of the Company's redemption thereof as of
a date not less than 30 days after the date of the notice. The Company will
effect the redemption of the Debentures in accordance with the terms of the
applicable indenture under which such Debentures were issued. On July 15, 2002,
the trustee of the Debentures, at the Company's request, notified the holders of
the Debentures of the Company's election to redeem the Debentures and the
holders' right to convert the Debentures into Shares until August 19, 2002. If
Debentures are converted into Shares, a Stockholder may then tender such Shares
as described in the Offer to Purchase. See "Terms of the Offer -- Procedures for
Tendering Shares -- Special Procedures for Holders of Debentures."

CERTIFICATE OF INCORPORATION AND BYLAWS

     The Certificate of Incorporation and the Bylaws of Purchaser in effect
immediately prior to the Effective Time will be the Certificate of Incorporation
and Bylaws of the Surviving Corporation until amended in accordance with its
Certificate of Incorporation and Bylaws, and applicable law.

DIRECTORS AND OFFICERS

     Our directors immediately prior to the Effective Time will be the initial
directors of the Surviving Corporation, and the officers of the Company
immediately prior to the Effective Time will be the initial officers of the
Surviving Corporation, in each case until their successors are elected or
appointed.

                                        24


REPRESENTATIONS AND WARRANTIES

     The Merger Agreement contains representations and warranties by Parent,
Purchaser and the Company. The Company made representations and warranties as
to, among other things:

     - the Company's corporate organization and qualification;

     - the Company's capitalization;

     - the Company's subsidiaries and equity interests;

     - authority to enter into the Merger Agreement and to consummate the
       transactions contemplated thereby;

     - absence of conflicts and required filings and consents;

     - filings and reports with the SEC and the Company's financial statements;

     - absence of certain changes or events;

     - litigation;

     - insurance;

     - officers, directors and employment relationships;

     - labor relations;

     - employee benefit plans;

     - information supplied by the Company with respect to the Offer;

     - the conduct of the Company's business;

     - tax matters;

     - environmental matters;

     - the Company's real property;

     - intellectual property;

     - material contracts;

     - payments due to brokers and financial advisors;

     - the application of control share statutes to the Company;

     - Stockholder approvals required to adopt the Merger Agreement;

     - matters related to the Company's customers, suppliers and product
       liability claims;

     - transactions with affiliates;

     - the Company's books and records; and

     - completeness of information in the representations and warranties.

Purchaser and Parent made representations and warranties as to:

     - corporate organization;

     - capitalization;

     - authority to enter into the Merger Agreement and to consummate the
       transactions contemplated thereby;

     - absence of conflicts and required filings and consents;

                                        25


     - availability of funds;

     - prior activities of Purchaser;

     - payments required to be made to brokers and finders;

     - information supplied by Purchaser and Parent with respect to the Offer;
       and

     - the limited right to use the "Kiewit" name.

COVENANTS

     In addition to the matters described elsewhere in this section, the Merger
Agreement includes a number of covenants of the parties relating to: preparation
of materials related to the Offer and the Merger, including a Proxy Statement if
necessary to solicit approval of the Stockholders; the convening of a meeting of
Stockholders, if necessary, to approve the Merger; access to information;
notification of certain matters; compliance with laws; confidentiality; public
announcements; consents, approvals and filings; delivery of certain
documentation; agreements to defend and indemnify; continuation of employee
benefits; the payment of transfer taxes; and agreements not to amend certain
agreements. The Merger Agreement also obligates the Company and its subsidiaries
between the date of the Merger Agreement and the Effective Time (unless Parent
otherwise consents in writing) to (i) conduct their operations and take actions
only in the ordinary course of business and in a manner consistent with past
practice, and (ii) use reasonable efforts to preserve substantially intact the
business organization of the Company and its subsidiaries, to keep available the
services of the present officers, employees and consultants of the Company and
its subsidiaries, and to preserve the present relationships of the Company and
its subsidiaries with customers, suppliers and others with whom the Company and
its subsidiaries have significant business relations. Further, the Merger
Agreement contains specific restrictive covenants as to the activities of the
Company between the date of the Merger Agreement and the Effective Time. The
Merger Agreement provides that, except as contemplated or permitted by the
Merger Agreement, without first obtaining the written consent of Parent (which
consent, with respect to the matters set forth in subsections (c), (d), (e),
(h), (k) below and, to the extent the contemplated action relates to a matter
set forth in such subsections, subsection (l), shall not be unreasonably
withheld or delayed), the Company will not (and will not permit any of its
subsidiaries to):

          (a) amend its Restated Certificate or Bylaws;

          (b) (i)(A) declare, set aside or pay any dividend or other
     distribution payable in cash, stock or property with respect to its capital
     stock, except that a wholly owned subsidiary of the Company may declare and
     pay a dividend or make other distributions or loan advances to its parent
     or the Company, or (B) redeem, purchase or otherwise acquire, directly or
     indirectly, any of its capital stock or other securities (other than
     repurchases of Shares in accordance with the Company's Restated Certificate
     or repurchases of the Debentures as provided in the Merger Agreement); (ii)
     issue, sell, pledge, hypothecate, assign, transfer or otherwise dispose of
     or encumber (whether or not for value) any (A) additional shares of its
     capital stock, (B) securities convertible into or exchangeable for, or
     options, warrants, calls, commitments or rights of any kind to acquire, any
     shares of its capital stock or (C) of its other securities, other than
     Shares issued upon the conversion of the Debentures; or (iii) split,
     combine or reclassify any of its outstanding capital stock;

          (c) acquire or agree to acquire (A) by merging or consolidating with,
     or by purchasing a substantial portion of the assets of, or by any other
     manner, any business or any corporation, partnership, joint venture,
     association or other business organization or division thereof or (B) any
     assets, except, with respect to clauses (A) and (B) above, (x) purchases of
     inventory, equipment and supplies in the ordinary course of business
     consistent with past practice or (y) other purchases of less than
     $1,000,000 and otherwise in the ordinary course of business consistent with
     past practice;

          (d) except in the ordinary course of business, enter into any material
     contract that involves future aggregate annual payments of $1,000,000 or
     more, amend in any material respect or terminate any material contract, or
     waive, release or assign any material rights or claims thereunder;

                                        26


          (e) transfer, lease, license, sell, mortgage, pledge, dispose of, or
     encumber any material property or assets, other than transfers or
     dispositions of (i) excess or obsolete assets, (ii) assets in the ordinary
     course of business and consistent with past practice, or (iii) assets
     having an aggregate value of no more than $1,000,000;

          (f) (i) enter into any employment or severance agreement with or,
     except in accordance with the existing policies of the Company or any
     contractual obligation, grant any severance or termination pay to any
     officer, director or employee of the Company or any subsidiary; or (ii)
     hire or agree to hire any new or additional officers;

          (g) except as required under the terms of any existing employee
     benefit plan, employment agreement or other agreement, or to comply with
     applicable law, (A) adopt, enter into, terminate, amend or increase the
     amount or accelerate the payment or vesting of any benefit or award or
     amount payable under any employee benefit plan or other arrangement for the
     current or future benefit or welfare of (i) any director or officer, or
     (ii) other than in the ordinary course of business consistent with past
     practice, any employee; (B) increase in any manner the compensation or
     fringe benefits of, or pay any bonus to, any director, officer or employee,
     including without limitation, any payment to the Company's financial
     advisor, other than such increases in compensation or fringe benefits of,
     or payments of bonuses to, persons permitted by the Merger Agreement; (C)
     other than benefits accrued through the date hereof and other than in the
     ordinary course of business for employees other than officers or directors
     of the Company or any subsidiary, pay any benefit not provided for under
     any employee benefit plan; or (D) issue any Convertible Debentures or make
     any grant or award to any director, officer or employee of stock options,
     stock appreciation rights, stock based or stock related awards, performance
     units or restricted stock, or any removal of existing restrictions in any
     employee benefit plans or agreements or awards made thereunder;

          (h) (i) except in the ordinary course of business in amounts
     consistent with past practice, incur or assume any indebtedness for money
     borrowed; (ii) incur or modify any material indebtedness or other
     liability; (iii) assume, guarantee, endorse or otherwise become liable or
     responsible (whether directly, contingently or otherwise) for the
     obligations of any other person, except in the ordinary course of business
     and consistent with past practice; or (iv) except for advances or
     prepayments in the ordinary course of business in amounts consistent with
     past practice, make any loans, advances or capital contributions to, or
     investments in, any other person (other than customary loans or advances to
     employees in accordance with past practice that in the aggregate do not
     exceed $100,000);

          (i) change the accounting methods used by the Company or its
     subsidiaries unless required by generally accepted accounting principles;

          (j) other than in the ordinary course of business consistent with past
     practice, make any tax election or settle or compromise any tax liability;

          (k) settle or compromise any claim, litigation or other legal
     proceeding, other than in the ordinary course of business consistent with
     past practice and involving less than $100,000; or

          (l) enter into an agreement, contract, commitment or arrangement to do
     any of the foregoing, or to authorize, recommend, propose or announce an
     intention to do any of the foregoing.

                                        27


NO SOLICITATION

     The Company has agreed to cease, and cause its representatives to cease,
any existing activities, discussions or negotiations with any parties (other
than Parent, Purchaser or any of their respective affiliates) conducted prior to
the date of the Merger Agreement with respect to any Takeover Proposal (as
defined below). In addition, the Company has agreed not to, and to not permit
any of its subsidiaries to:

     - solicit or initiate any inquiries regarding, or the submission of, any
       Takeover Proposal;

     - participate in any discussions or negotiations regarding, or furnish to
       any person any information with respect to, any Takeover Proposal; or

     - enter into any agreement with respect to, or approve, any Takeover
       Proposal.

     For these purposes, a "Takeover Proposal" means any proposal or offer from
a third party to acquire beneficial ownership of all or a material portion of
the assets of the Company or any of its material subsidiaries or 30% or more of
any class of equity securities of the Company or any of such subsidiaries
pursuant to a merger, consolidation or other business combination, sale of
shares of capital stock, sale of assets, tender offer, exchange offer or similar
transaction with respect to either the Company or any of such subsidiaries, with
a "material portion" of the assets of the Company or any material subsidiary to
be at least 30% of the book value of such entity's assets.

     Notwithstanding the foregoing, the Company and the Board of Directors may
take and disclose to the Stockholders a position with respect to a tender or
exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated
under the Exchange Act, or make any disclosure to the Stockholders if, based on
advice from outside counsel, the Board of Directors determines in good faith
that failing to do so would be reasonably likely to violate its fiduciary duty
under the DGCL. Further, prior to the time of acceptance of Shares for payment
pursuant to the Offer, the Company may furnish information concerning its
business, properties or assets to any person or group, and may negotiate and
participate in discussions and negotiations with such person or group concerning
a Takeover Proposal if (i) such person or group has submitted an unsolicited
written Takeover Proposal which the Board of Directors believes in good faith is
reasonably likely to lead to a Superior Proposal (as defined below) and (ii) the
Board of Directors determines in good faith, based upon advice of outside
counsel, that failing to do so would be reasonably likely to violate the Board
of Directors' fiduciary duties to the Stockholders under the DGCL. The Company
has agreed to promptly notify Parent of the existence and material terms of any
proposal or inquiry received by the Company from a third party after the date of
the Merger Agreement with respect to any Takeover Proposal prior to furnishing
any non-public information to, entering into negotiations with, or accepting a
Superior Proposal from such third party. The Company has also agreed to use all
reasonable efforts to keep Parent informed of the status and details of any such
Superior Proposal. Under the Merger Agreement, a Superior Proposal means a bona
fide written Takeover Proposal by a third party, where (i) the Board of
Directors determines in good faith that such proposal is more favorable to the
Stockholders than the Offer and the Merger (based on advice of the Company's
independent financial advisor), (ii) financing, to the extent required, is then
committed for such proposal or in the good faith judgment of the Board of
Directors is reasonably likely to be obtained by such third party and (iii) in
the good faith reasonable judgment of the Board of Directors of the Company,
such proposal is reasonably likely to be consummated.

     Except as described below, the Company has agreed that neither the Board of
Directors nor any committee thereof will (i) withdraw or modify, or propose to
withdraw or modify, in a manner adverse to Parent or Purchaser, the approval or
recommendation by the Board of Directors or a committee thereof of the Merger
Agreement or the transactions contemplated thereby, (ii) approve or recommend,
or propose to approve or recommend, any Takeover Proposal, or (iii) enter into
any agreement with respect to any Takeover Proposal.

     The Board of Directors may, prior to the time of acceptance for payment of
Shares pursuant to the Offer, withdraw or modify its approval or recommendation
of the Merger Agreement or the transactions contemplated thereby, approve or
recommend a Superior Proposal, or enter into an agreement with respect to a
Superior Proposal, only if (i) the Company shall have received a Superior
Proposal and (ii) the Board of

                                        28


Directors determines in good faith, based upon advice of outside counsel, that
the failure to take such action would be reasonably likely to violate the
Board's fiduciary duties to the Stockholders under the DGCL.

DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE

     The Merger Agreement requires that Parent shall cause the Surviving
Corporation to honor all rights to indemnification existing in favor of the
present or former directors, officers, employees or agents of the Company and
its subsidiaries and persons serving in like capacities for another corporation
or entity at the request of the Company (collectively, the "Indemnified
Parties") arising out of or pertaining to any act or omission of any Indemnified
Party occurring at or prior to the Effective Time, including, without
limitation, the transactions contemplated by the Merger Agreement, as such
indemnification rights are provided in the Restated Certificate or Bylaws of the
Company or any of its subsidiaries in effect as of the date of the Merger
Agreement. These obligations shall continue for six years after the Effective
Time. Further, the Surviving Corporation shall pay the reasonable fees and
expenses of counsel selected by the Indemnified Parties.

     The Company has obtained, or it will obtain prior to the Effective Time, an
extension of coverage for its existing directors' and officers' liability
insurance policy and certain other insurance policies described in the Merger
Agreement in an amount not less than the coverage that was in place as of the
date of the Merger Agreement. The Surviving Corporation shall not terminate or
modify this coverage, and neither Parent nor the Surviving Corporation shall
have any obligation to purchase any additional insurance with respect to the
Indemnified Parties or to make any payments with respect to this coverage. The
Surviving Corporation shall not have any obligation to provide indemnification
as described above unless (i) the carrier of these insurance policies has denied
coverage of the claim (or any portion thereof) for which indemnification is
being sought and the claimant has cooperated with the reasonable requests of the
Surviving Corporation regarding such policies, or (ii) the coverage under such
policies has been exhausted.

     In the event the Surviving Corporation consolidates with or merges into or
otherwise transfers all or substantially all of its assets, proper provision
will be made so that the successor assumes the foregoing obligations.

EMPLOYEE MATTERS

     The Merger Agreement requires the Surviving Corporation and its
subsidiaries to comply with the terms of all existing written employment,
severance, consulting and salary continuation agreements between the Company or
any subsidiary and any current or former officer, director, employee or
consultant of the Company or any subsidiary or group of such officers,
directors, employees or consultants. To the extent permitted under any
applicable law, each employee of the Company or any subsidiary shall be given
credit under the following employee benefit plans maintained by Parent in which
they become participants as employees of the Surviving Corporation or any
subsidiary for all service currently credited by the Company or such subsidiary
under comparable plans of the Company or any subsidiary: (i) under Parent's
401(k) plans, for purposes of eligibility to participate and vesting; (ii) under
Parent's severance policy, for purposes of eligibility to participate and the
calculation of the amount of the severance payment; and under the Company's
severance policy, such calculation is currently made on the basis of one week of
severance pay for each full year of service (but limited in all events to 26
weeks of severance pay); and (iii) under Parent's paid time off policy, for
purposes of eligibility to participate and of the calculation of the amount to
be accrued. If any such employee participates in any of Parent's defined benefit
pension plans (which is not expected to occur), no service credit will be
granted.

                                        29


CONDITIONS TO CONSUMMATION OF THE MERGER

     Pursuant to the Merger Agreement, the parties' obligations to consummate
the Merger are subject to the following conditions:

     - We must have purchased all Shares validly tendered and not withdrawn
       pursuant to the Offer;

     - If required by the DGCL or the Restated Certificate, the Merger and the
       Merger Agreement shall have been approved and adopted by the requisite
       vote of the Stockholders; and

     - No statute, rule, regulation, judgment, writ, decree, order or injunction
       shall have been promulgated, enacted, entered or enforced, and no other
       action shall have been taken, by any governmental entity that has the
       effect of making illegal or directly or indirectly restraining,
       prohibiting or restricting the consummation of the Merger.

TERMINATION

     The Merger Agreement provides that it may be terminated and the Merger may
be abandoned prior to the Effective Time, whether before or after securing any
required approval of the Stockholders, under the following circumstances.

     Mutual Agreement.  The Merger Agreement may be terminated by mutual written
consent of Parent and the Company.

     By Parent or the Company.  The Merger Agreement may be terminated by either
Parent or the Company if any governmental entity shall have issued an order,
decree or ruling or taken any other action (and the parties to the Merger
Agreement have agreed to use reasonable efforts to have such order, decree,
ruling or other action vacated or reversed) permanently restraining, enjoining
or otherwise prohibiting the transactions contemplated by the Merger Agreement.

     By the Company.  The Merger Agreement may be terminated by the Company if:

     - the Company has approved a Superior Proposal in accordance with the
       Merger Agreement;

     - Parent or Purchaser shall have terminated the Offer or the Offer expires
       without Purchaser purchasing any Shares pursuant to the Offer, provided
       that the Company may not terminate the Merger Agreement for this reason
       if the Company is in material breach of the Merger Agreement;

     - Parent or Purchaser shall have breached in any material respect any of
       its representations, warranties, covenants or other agreements contained
       in the Merger Agreement, which breach or failure to perform has not been
       cured within 30 days following written notice thereof to Parent from the
       Company; or

     - the Offer shall not have expired or been terminated on or before November
       8, 2002; provided that the Company may not terminate the Merger Agreement
       for this reason if the Company is in material breach of the Merger
       Agreement.

     By Parent or Purchaser.  The Merger Agreement may be terminated by Parent
or Purchaser if:

     - prior to the purchase of the Shares pursuant to the Offer, the Board of
       Directors shall have (i) withdrawn, modified or changed in a manner
       adverse to Parent or Purchaser its approval or recommendation of the
       Offer, the Merger Agreement and the Merger, (ii) approved a Takeover
       Proposal, or (iii) waived the transfer restrictions contained in the
       Restated Certificate to enable a third party to acquire more than 15% of
       the outstanding Shares;

     - the Offer expires without Parent or Purchaser purchasing any Shares
       thereunder, provided that Parent or Purchaser may not terminate the
       Merger Agreement for this reason if Parent or Purchaser is in material
       breach of the Merger Agreement;

     - the Company shall have breached in any material respect any of its
       covenants or other agreements contained in the Merger Agreement, which
       breach or failure to perform has not been cured within 30 days following
       written notice thereof to the Company from Parent;

                                        30


     - the Company shall have breached any of its representations or warranties
       contained in the Merger Agreement, which breach:

      - without regard to any materiality qualifier in such representation or
        warranty, has or is reasonably likely to have a Material Adverse Effect
        (as defined in "-- Termination -- Certain Material Adverse Effects"
        below); and

      - has not been cured within 30 days following written notice thereof to
        the Company from Parent; or

     - the Offer shall not have expired or been terminated on or before November
       8, 2002; provided that Parent or Purchaser may not terminate the Merger
       Agreement for this reason if Parent or Purchaser is in material breach of
       the Merger Agreement.

     Certain Material Adverse Effects.  If there has occurred any event, or the
disclosure of any act, omission, fact or circumstance, that individually or when
considered together with any other matter, may have a Material Adverse Effect,
and the Company has a claim for an insurance recovery for any such occurrence,
which, if paid (or if the carrier accepts coverage for such claim), would result
in there being no Material Adverse Effect:

     - Neither Parent nor Purchaser will have the right to terminate the Merger
       Agreement pursuant to the provisions of the second, third, fourth or
       fifth bullet points under "-- Termination -- By Parent or Purchaser"
       above based in whole or in part upon any such occurrence, and such
       occurrence will not be deemed for the purpose of the Merger Agreement
       (including with respect to the Offer Conditions) to constitute a Material
       Adverse Effect, until the carrier of any applicable insurance has
       provided a final written notice to the Company of whether coverage of any
       such claim or any portion thereof for which a recovery is being sought
       will be unconditionally accepted or denied (an "Insurance Recovery
       Notice");

     - the Expiration Date, and all references in the Merger Agreement (and in
       this Offer to Purchase) to the date "November 8, 2002," will be deemed to
       be extended to the date that is ten business days after the date on which
       such Insurance Recovery Notice is obtained, but in no event shall such
       date be extended beyond December 8, 2002; and

     - pending the receipt of any Insurance Recovery Notice, the parties shall
       comply with the terms of the Merger Agreement.

     Under the Merger Agreement, a "Material Adverse Effect" means any act,
omission, fact or circumstance that (i) results in or would reasonably be
expected to result in (A) the incurrence or increase of an obligation or
liability of the Company or any of its subsidiaries, (B) the diminution in value
of any of the assets or rights of the Company or any of its subsidiaries, or (C)
the effective loss by the Company or any of its subsidiaries of its rights to
use any of the assets of the Company and its subsidiaries as such assets are
presently used, and (ii) that exceeds, in any such case, individually or in the
aggregate, $32,400,000 (after giving effect to any applicable insurance coverage
if the Company or its subsidiaries has either received proceeds from such
coverage or, subject to the provisions summarized above, a written notice from
any insurer unconditionally accepting coverage or a portion thereof; provided,
however, that (x) any such acts, omissions, facts or circumstances directly
resulting from the Merger Agreement or the transactions contemplated by the
Merger Agreement or the announcement thereof, (y) any occurrence or condition
affecting the aggregates industry generally, or (z) any changes in general
economic, regulatory or political conditions, shall not constitute a Material
Adverse Effect or be included in any calculation thereof.

FEES AND EXPENSES

     Except as provided in "Termination Fee" below, whether or not the Merger is
consummated, all fees, costs and expenses incurred in connection with the Merger
Agreement and the transactions contemplated thereby will be paid by the party
incurring such fees, costs and expenses.

                                        31


TERMINATION FEE

     The Merger Agreement provides that, following a termination thereof by
Parent or Purchaser as described in the first bullet point under
"-- Termination -- By Parent or Purchaser" above or a termination thereof by the
Company as described in the first bullet point under "-- Termination -- By the
Company" above, the Company will pay Parent a termination fee (the "Termination
Fee") equal to $22,700,000 plus an amount equal to Parent's and Purchaser's
actual and reasonably documented out-of-pocket expenses (but in no event
exceeding a total of $2,000,000) incurred by Parent or Purchaser directly in
connection with the Offer, the Merger, the Merger Agreement, and the
transactions contemplated thereby. Such payment will be the exclusive remedy of
Parent and Purchaser with respect to any such termination of the Merger
Agreement.

AMENDMENT

     The Merger Agreement may be amended at any time before the Effective Time
by action taken by Parent, Purchaser and the Company, by written instrument
signed by the parties to the Merger Agreement. After any approval of the Merger
by the Stockholders, no amendment may be made which reduces the amount or
changes the type of consideration into which each Share will be converted upon
consummation of the Merger. Notwithstanding anything to the contrary, following
the time that directors designated by Parent constitute a majority of the Board
of Directors, the affirmative vote of a majority of the Independent Directors
shall be required for the Company to amend, modify or terminate the Merger
Agreement.

UNDERTAKINGS OF PARENT

     Parent has agreed to perform, or cause to be performed, all obligations of
Purchaser under the Merger Agreement.

                                        32


                 PURPOSE OF THE OFFER AND PLANS FOR THE COMPANY

PURPOSE

     The purpose of the Offer and the Merger is for Parent to acquire control
of, and ultimately the entire equity interest in, the Company. The Offer, as the
first step in the acquisition of the Company, is intended to facilitate
Purchaser's acquisition of all the Shares. The purpose of the Merger is to
acquire all Shares not purchased in the Offer or otherwise. Pursuant to the
Merger, each then outstanding Share (other than Shares (i) owned by Purchaser or
Parent or any of their subsidiaries, (ii) owned by the Company in treasury, or
(iii) as to which appraisal rights are properly exercised) will be converted
into the right to receive an amount in cash equal to the per Share consideration
paid or to be paid in the Offer. Upon consummation of the Merger, the Company
will become a wholly owned subsidiary of Parent.

APPROVAL OF MERGER AGREEMENT

     Except as described below, under Delaware law, the approval of the Board
and the affirmative vote of the holders of a majority of the outstanding Shares
is required to approve and adopt the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger. The Board has
unanimously determined that the Merger Agreement and the related transactions,
including the Offer and the Merger, are fair to, and in the best interests of,
the Stockholders, has approved, adopted and declared advisable the Merger
Agreement and the related transactions, including the Offer and the Merger (such
approval and adoption having been made in accordance with the DGCL), and has
resolved to recommend that the Stockholders accept the Offer and tender their
Shares pursuant to the Offer, and approve and adopt the Merger Agreement and the
transactions contemplated thereby, including the Merger. Further, the Company
has agreed to use all reasonable efforts to solicit from Stockholders proxies in
favor of the Merger and to take all other action necessary, or in the reasonable
opinion of Parent, advisable, to secure any vote or consent of Stockholders in
favor of the Merger, if such Stockholder approval is necessary to effect the
Merger. Assuming that the Minimum Condition is satisfied and the Merger is
consummated pursuant to the short-form merger provisions under Section 253 of
the DGCL, no further corporate or Stockholder action of the Company will be
required to approve and adopt the Merger Agreement and the Merger. See
"-- Short-Form Merger." If the Minimum Condition is waived by Purchaser but the
Offer is consummated, and Purchaser owns less than 90% of the Shares, the
Company has agreed to convene a special meeting of Stockholders promptly
following consummation of the Offer for the purpose of considering and taking
action on the Merger Agreement and the transactions contemplated thereby,
including the Offer and the Merger.

ELECTION OF DIRECTORS

     The Merger Agreement provides that, promptly upon the purchase by Purchaser
of Shares pursuant to the Offer, Purchaser will be entitled to designate
representatives to serve on the Board in proportion to Purchaser's ownership of
Shares following such purchase. See "Merger Agreement and Related Matters --
Designation of Directors." Purchaser expects that such representation would
permit Purchaser to exert substantial influence over the Company's conduct of
its business and operations.

EXCHANGE ACT REGISTRATION

     The Shares are currently registered under the Exchange Act. Such
registration may be terminated upon application by the Company to the SEC if the
Shares are not listed on a "national securities exchange" and there are fewer
than 300 record holders. If registration of the Shares under the Exchange Act
were terminated, the Company would no longer be required to file reports with
the SEC, and many provisions of the Exchange Act would cease to apply to the
Company and its executive officers, directors and significant shareholders. We
currently intend to seek to cause the Company to terminate the registration of
the Shares under the Exchange Act as soon after consummation of the Offer as the
requirements for termination of registration are met. See "Effect of the Offer
on the Company's Exchange Act Registration."

                                        33


SHORT-FORM MERGER

     Under Delaware law, if we acquire, pursuant to the Offer or otherwise, at
least 90% of the then outstanding Shares, we will be able to approve the Merger
without a vote of the Stockholders (a "Short-Form Merger"). In such event, the
parties to the Merger Agreement will take all necessary and appropriate action
to cause the Merger to become effective as promptly as reasonably practicable
after such acquisition, without a meeting of the Stockholders. If, however, we
do not acquire at least 90% of the outstanding Shares pursuant to the Offer or
otherwise and a vote of the Stockholders is required under the DGCL, a
significantly longer period of time would be required to effect the Merger.

GOING PRIVATE TRANSACTIONS

     The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable
to certain "going private" transactions and which may under certain
circumstances be applicable to a merger or another business combination
following the purchase of shares pursuant to a tender offer in which the
purchaser seeks to acquire the remaining shares not held by it or its
affiliates. We believe that neither the Offer nor the Merger will be subject to
Rule 13e-3. Rule 13e-3 requires, among other things, that certain financial
information concerning the Company and certain information relating to the
fairness of the proposed transaction and the consideration offered to minority
stockholders in such transaction be filed with the SEC and disclosed to
stockholders prior to consummation of the transaction.

PURCHASE OF SHARES AFTER THE EXPIRATION DATE

     If the Offer is completed, we intend to purchase the remaining Shares, if
any, through the Merger. If the Offer is not completed, while Parent, Purchaser
or an affiliate of Parent may after the Expiration Date seek to acquire Shares
through privately negotiated transactions, a tender offer or exchange offer or
otherwise, upon such terms and at such prices as they shall determine, which may
be more or less than the price paid in the Offer, they currently do not intend
to do so.

PLANS FOR THE COMPANY'S BUSINESS

     In connection with the Offer, we have reviewed, and will continue to
review, on the basis of available information, various possible business
strategies that the Company may pursue in the event that we acquire control of
the Company pursuant to this Offer or the Merger. If we acquire control of the
Company, we intend to conduct a further review of the Company and its assets,
corporate structure, dividend policy, capitalization, operations, properties,
policies, management and personnel and consider and determine what, if any,
changes would be desirable in light of the circumstances which then exist. Such
strategies could include, among other things, changes in the Company's business
strategy, corporate structure, certificate of incorporation, bylaws,
capitalization, management or dividend policy.

                                APPRAISAL RIGHTS

GENERAL

     No appraisal rights are available in connection with the Offer. However, if
the Merger is consummated, any holder of Shares at the Effective Time (a
"Remaining Stockholder") will have certain rights under the DGCL to dissent and
demand appraisal of his or her Shares. Under Section 262 of the DGCL, a
Remaining Stockholder who does not wish to accept the Merger Consideration for
its Shares pursuant to the Merger has the right to seek an appraisal and be paid
the "fair value" of his or her Shares at the Effective Time (exclusive of any
element of value arising from the accomplishment or expectation of the Merger)
judicially determined and paid in cash, provided that such holder complies with
the provisions of Section 262 of the DGCL.

     The following is a brief summary of the statutory procedures to be followed
by a Remaining Stockholder in order to dissent from the Merger and perfect
appraisal rights under Delaware law. This summary is not intended to be complete
and is qualified in its entirety by reference to Section 262 of the DGCL, the
text of

                                        34


which is set forth in Annex A hereto. Any Remaining Stockholder considering
demanding appraisal is advised to consult legal counsel. Dissenters' rights will
not be available unless and until the Merger (or a similar business combination)
is consummated.

     Remaining Stockholders of record who desire to exercise their appraisal
rights must fully satisfy all of the following conditions. A written demand for
appraisal of Shares must be delivered to the Secretary of the Company (1) before
the taking of the vote on the approval and adoption of the Merger Agreement if
the Merger is not being effected as a Short-Form Merger but rather is being
consummated following approval thereof at a meeting of the Stockholders (a
"Long-Form Merger") or (2) within 20 days after the date that the Surviving
Corporation mails to the Remaining Stockholders a notice (the "Notice of
Merger") to the effect that the Merger is effective and that appraisal rights
are available (and includes in such notice a copy of Section 262 of the DGCL and
any other information required thereby) if the Merger is being effected as a
Short-Form Merger without a vote or meeting of the Stockholders. If the Merger
is effected as a Long-Form Merger, this written demand for appraisal of Shares
must be in addition to, and separate from, any proxy or vote abstaining from or
against the approval of the Merger, and neither voting against, abstaining from
voting, nor failing to vote on the Merger will constitute a demand for appraisal
within the meaning of Section 262 of the DGCL. In the case of a Long-Form
Merger, any Stockholder seeking appraisal rights must hold the Shares for which
appraisal is sought on the date of the making of the demand, continuously hold
such Shares through the Effective Time, and otherwise comply with the provisions
of Section 262 of the DGCL.

     In the case of both a Short-Form Merger and a Long-Form Merger, a demand
for appraisal must be executed by or for the Stockholder of record, fully and
correctly, as such Stockholder's name appears on the stock certificates. If the
Shares are owned of record in a fiduciary capacity, such as by a trustee,
guardian or custodian, such demand must be executed by the fiduciary. If Shares
are owned of record by more than one person, as in a joint tenancy or tenancy in
common, such demand must be executed by all joint owners. An authorized agent,
including an agent for two or more joint owners, may execute the demand for
appraisal for a Stockholder of record; however, the agent must identify the
record owner and expressly disclose the fact that, in exercising the demand, he
is acting as agent for the record owner.

     The Remaining Stockholders who elect to exercise appraisal rights must mail
or deliver their written demands to: Secretary of the Surviving Corporation,
1501 Belvedere Road, West Palm Beach, Florida 33406. The written demand for
appraisal should specify the Stockholder's name and mailing address, the number
of Shares covered by the demand and that the Stockholder intends to thereby
demand appraisal of such Shares. In the case of a Long-Form Merger, the Company
must, within ten days after the Effective Time, provide notice of the Effective
Time to all Stockholders who have complied with Section 262 of the DGCL and have
not voted for approval and adoption of the Merger Agreement.

     In the case of a Long-Form Merger, the Remaining Stockholders electing to
exercise their appraisal rights under Section 262 must not vote for the approval
of the Merger or consent thereto in writing. Voting in favor of the approval of
the Merger, or delivering a proxy in connection with the Stockholders meeting
called to approve the Merger (unless the proxy votes against, or expressly
abstains from the vote on, the approval and adoption of the Merger), will
constitute a waiver of the Remaining Stockholder's right of appraisal and will
nullify any written demand for appraisal submitted by the Remaining Stockholder.

     Regardless of whether the Merger is effected as a Long-Form Merger or a
Short-Form Merger, within 120 days after the Effective Time, either the Company
or any Stockholder who has complied with the required conditions of Section 262
and who is otherwise entitled to appraisal rights may file a petition in the
Delaware Court of Chancery demanding a determination of the fair value of the
Shares of the dissenting Stockholders. If a petition for an appraisal is timely
filed, after a hearing on such petition, the Delaware Court of Chancery will
determine which Stockholders are entitled to appraisal rights and thereafter
will appraise the Shares owned by such Stockholders, determining the fair value
of such Shares, exclusive of any element of value arising from the
accomplishment or expectation of the Merger, together with a fair rate of
interest to be paid, if any, upon the amount determined to be the fair value.

     In determining fair value, the Delaware Court of Chancery is to take into
account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme
Court discussed the factors that could be considered in

                                        35


determining fair value in an appraisal proceeding, stating that "proof of value
by any techniques or methods which are generally considered acceptable in the
financial community and otherwise admissible in court" should be considered and
that "[f]air price obviously requires consideration of all relevant factors
involving the value of a Company." The Delaware Supreme Court stated that in
making this determination of fair value the court must consider "market value,
asset value, dividends, earnings prospects, the nature of the enterprise and any
other facts which were known or which could be ascertained as of the date of
Merger which throw any light on future prospects of the merged corporation." The
Delaware Supreme Court has construed Section 262 of the DGCL to mean that
"elements of future value, including the nature of the enterprise, which are
known or susceptible of proof as of the date of the Merger and not the product
of speculation, may be considered." However, the Court noted that Section 262
provides that fair value is to be determined "exclusive of any element of value
arising from the accomplishment or expectation of the Merger."

     Remaining Stockholders who in the future consider seeking appraisal should
have in mind that the fair value of their Shares determined under Section 262
could be more than, the same as, or less than the Merger Consideration if they
do seek appraisal of their Shares. The cost of the appraisal proceeding may be
determined by the Delaware Court of Chancery and taxed upon the parties, as the
Delaware Court of Chancery deems equitable in the circumstances. Upon
application of a dissenting Stockholder, the Delaware Court of Chancery may
order that all or a portion of the expenses incurred by any dissenting
Stockholder in connection with the appraisal proceeding, including, without
limitation, reasonable attorneys' fees and the fees and expenses of experts, be
charged pro rata against the value of all Shares entitled to appraisal. In the
absence of such a determination or assessment, each party bears its own
expenses.

     Any Remaining Stockholder who has duly demanded appraisal in compliance
with Section 262 of the DGCL will not, after the Effective Time, be entitled to
vote for any purpose the Shares subject to such demand or to receive payment of
dividends or other distributions on such Shares, except for dividends or other
distributions payable to Stockholders of record at a date prior to the Effective
Time.

     At any time within 60 days after the Effective Time, any former holder of
Shares shall have the right to withdraw his or her demand for appraisal and to
accept the Merger Consideration paid in the Merger. After this period, such
holder may withdraw his or her demand for appraisal only with the consent of the
Company, as the Surviving Corporation in the Merger. If no petition for
appraisal is filed with the Delaware Court of Chancery within 120 days after the
Effective Time, Remaining Stockholders' rights to appraisal shall cease and all
Remaining Stockholders shall be entitled to receive the Merger Consideration for
their Shares. Inasmuch as the Company has no obligation to file such a petition,
and Parent has no present intention to cause or permit the Surviving Corporation
in the Merger to do so, any Stockholder who desires such a petition to be filed
is advised to file it on a timely basis. However, no petition timely filed in
the Delaware Court of Chancery demanding appraisal shall be dismissed as to any
Stockholder without the approval of the Delaware Court of Chancery, and such
approval may be conditioned upon such terms as the Delaware Court of Chancery
deems just.

     Failure to take any required step in connection with the exercise of
appraisal rights may result in the termination or waiver of such rights.

APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH
ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE
TO STOCKHOLDERS IF THE MERGER IS CONSUMMATED. STOCKHOLDERS WHO WILL BE ENTITLED
TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL
INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN
CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING
THERETO.

STOCKHOLDERS WHO SELL SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE
APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE OFFER PRICE
PAID IN THE OFFER THEREFOR.

                                        36


                          CERTAIN CAPITAL TRANSACTIONS

     The Merger Agreement does not permit the Company to (a) split, combine or
otherwise change the Shares or its capitalization, (b) acquire or otherwise
cause a reduction in the number of outstanding Shares or other securities (other
than as required by the Restated Certificate or existing agreements related to
any of the Debentures) or (c) issue or sell additional Shares, shares of any
other class of capital stock, other voting securities or any securities
convertible into, or exchangeable or exercisable for any of the foregoing, or
rights, warrants or options, conditional or otherwise, to acquire, any of the
foregoing, other than upon conversion of the Debentures.

                        CERTAIN CONDITIONS OF THE OFFER

     Notwithstanding any other provision of the Offer, Purchaser shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the SEC, pay for, and (subject to any such rules or regulations)
may delay the acceptance for payment of any tendered Shares and (except as
provided in the Merger Agreement) amend or terminate the Offer as to any Shares
not then paid for if:

          (i) there shall not have been validly tendered and not withdrawn prior
     to the expiration of the Offer a number of shares of the Company's Common
     Stock which, when taken together with the Shares, if any, beneficially
     owned by Parent and its subsidiaries, satisfies the Minimum Condition;

          (ii) any applicable waiting period under the Hart-Scott-Rodino
     Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall not
     have expired or been terminated prior to the expiration of the Offer; or

          (iii) at any time after the date of the Merger Agreement and before
     the time of acceptance for payment of such Shares, any of the following
     events shall occur and be continuing or conditions exist:

             (a) there shall be an injunction or other order, decree, judgment
        or ruling issued, initiated or threatened and not withdrawn by a
        governmental entity of competent jurisdiction or a statute, rule,
        regulation, executive order or other action shall have been enacted,
        promulgated or taken or initiated or threatened and not withdrawn by a
        governmental entity of competent jurisdiction which in any such case (w)
        restrains or prohibits or seeks to restrain or prohibit the making or
        consummation of the Offer or the consummation of the Merger, (x)
        prohibits or restricts or seeks to prohibit or restrict the ownership or
        operation by Parent (or any of its affiliates or subsidiaries) of any
        material portion of its or the Company's business or assets, or compels
        Parent (or any of its affiliates or subsidiaries) to dispose of or hold
        separate any portion of its or the Company's or any subsidiary's
        business or assets which is material to the business of all such
        entities taken as a whole, (y) imposes or seeks to impose limitations on
        the ability of Parent effectively to acquire or to hold or to exercise
        full rights of ownership of the Shares, including, without limitation,
        the right to vote the Shares purchased by Parent on all matters properly
        presented to the Stockholders or (z) imposes or seeks to impose any
        material limitations on the ability of Parent or any of its respective
        affiliates or subsidiaries effectively to control in any material
        respect the business and operations of the Company and its subsidiaries;
        provided, however, that in the case of any such proceeding that has been
        initiated or threatened, such proceeding shall be reasonably likely to
        have one of the foregoing effects;

             (b) the Merger Agreement shall have been terminated by the Company
        or Parent in accordance with its terms;

             (c) from and after the date of the Merger Agreement, there shall
        have occurred any event, or the disclosure of any act, omission, fact or
        circumstance not disclosed pursuant to the Merger Agreement or any of
        the forms, reports and documents the Company is or has been required to
        file with the SEC since September 30, 2000, that, individually or when
        considered together with any other matter, has a Material Adverse Effect
        (with any liability or obligation associated with any such previously
        undisclosed act, omission, fact or circumstance being deemed, for
        purposes of determin-

                                        37


        ing whether a Material Adverse Effect has occurred, to have been
        incurred or increased, as the case may be, upon such disclosure);

             (d) there shall have occurred and be continuing (w) any general
        suspension of trading in, or limitation on prices for, securities on the
        New York Stock Exchange or the Nasdaq National Market (excluding any
        coordinated trading halt triggered as a result of a specified decrease
        in a market index) related to market conditions, (x) a declaration of a
        banking moratorium or any suspension of payments in respect of banks in
        the United States by any governmental entity, (y) any material
        limitation (whether or not mandatory) by any governmental entity on the
        extension of credit by banks or other lending institutions, or (z) a
        drop of more than 33.33% in the Dow Jones Industrial Average Index,
        measured against the value of such index on the date of the Merger
        Agreement;

             (e) any of the representations and warranties of the Company set
        forth in the Merger Agreement regarding its capitalization shall not be
        accurate in all respects, in each case as if such representations and
        warranties were remade at and as of the time of such determination;

             (f) any of the representations and warranties of the Company set
        forth in the Merger Agreement (other than those described in clause (e)
        above) (without regard to any materiality qualifications therein) shall
        not be accurate, except where such inaccuracies (considered
        collectively) do not have a Material Adverse Effect (determined in the
        manner provided in clause (c) above), in each case as if such
        representations and warranties were remade at and as of the time of such
        determination;

             (g) the Company shall have failed to perform in any respect any
        obligation, agreement or covenant of the Company described in clauses
        (a) through (l) under "Merger Agreement and Related
        Matters -- Covenants";

             (h) the Company shall have failed to perform in any material
        respect any material obligation (including, without limitation, the
        obligation to conduct the business of the Company and its subsidiaries
        in the ordinary course in a manner consistent with past practice but
        excluding those obligations described in clauses (a) through (l) under
        "Merger Agreement and Related Matters -- Covenants") or to comply in any
        material respect with any material agreement or covenant of the Company
        to be performed or complied with by it under the Merger Agreement;

             (i) the Board of Directors (w) shall have withdrawn, modified or
        changed in a manner adverse to Parent or Purchaser its approval or
        recommendation of the Merger Agreement or the transactions contemplated
        thereby, including the Offer and the Merger, (x) recommended a Takeover
        Proposal, (y) shall have adopted any resolution to effect any of the
        foregoing, or (z) waived the transfer restrictions in the Restated
        Certificate to enable a third party to acquire more than 15% of the
        outstanding Shares;

             (j) all authorizations, consents and approvals, if any, of any
        governmental entity necessary for the execution, delivery and
        performance of the Merger Agreement, of which the failure to obtain
        would prevent or materially impair or delay consummation of the
        transactions contemplated thereby or have a Material Adverse Effect,
        shall not have been obtained or be in full force and effect;

             (k) Parent shall not have received any of the documents to be
        delivered to Parent pursuant to Section 6.7(e) of the Merger Agreement,
        including tax opinions, certificates and acknowledgements; or

             (l) certain other transactions and deliveries required pursuant to
        an agreement with respect to the Company's Columbia, Washington sawmill
        property have not been consummated or delivered;

which in the reasonable judgment of Parent with respect to each and every matter
referred to above and regardless of the circumstances giving rise to any such
condition, makes it inadvisable to proceed with the Offer or with such
acceptance for payment of or payment for Shares.

                                        38


     The foregoing conditions are for the sole benefit of Parent and may be
asserted by Purchaser regardless of the circumstances giving rise to any such
conditions and may be waived by Purchaser in whole or in part at any time and
from time to time, in each case, in the exercise of the good faith judgment of
Purchaser and subject to the terms of the Merger Agreement. The failure by
Purchaser at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.

                             CERTAIN LEGAL MATTERS

GENERAL

     Except as otherwise disclosed herein, and except for governmental approvals
pursuant to filings in compliance with the HSR Act, neither Parent nor Purchaser
is aware of any approval or other action by any governmental entity that would
be required for the acquisition or ownership of Shares as contemplated herein.
Should any such approval or other action be required, we currently contemplate
that such approval or action would be sought. While we do not currently intend
to delay the acceptance for payment of Shares tendered pursuant to the Offer
pending the outcome of any such matter, there can be no assurance that any such
approval or action, if needed, would be obtained or would be obtained without
substantial conditions or that adverse consequences might not result to the
business of the Company, Purchaser or Parent or that certain parts of the
businesses of the Company, Purchaser or Parent might not have to be disposed of
in the event that such approvals were not obtained or any other actions were not
taken. Our obligation under the Offer to accept for payment and pay for Shares
is subject to certain conditions. See "Certain Conditions of the Offer."

BUSINESS COMBINATION TRANSACTIONS

     The Company is incorporated under the laws of the State of Delaware. In
general, Section 203 of the DGCL prevents an "interested stockholder"
(generally, a person who owns or has the right to acquire 15% or more of a
corporation's outstanding voting stock, or an affiliate or associate thereof)
from engaging in a "business combination" (defined to include mergers and
certain other transactions) with a Delaware corporation for a period of five
years following the date such person becomes an interested stockholder unless
prior to such date the Board of Directors of the corporation approved the
business combination. The Board has approved (by a unanimous vote of those
directors present) both the Offer and the Merger. For this and other reasons,
Section 203 is inapplicable to the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger.

OTHER STATE LAWS

     A number of other states have adopted laws and regulations applicable to
attempts to acquire securities of corporations which are incorporated, or have
substantial assets, stockholders, principal executive offices or principal
places of business, or whose business operations otherwise have substantial
economic effects, in such states. In 1982, in Edgar v. Mite Corp., the Supreme
Court of the United States invalidated on constitutional grounds the Illinois
Business Takeover Statute, which, as a matter of state securities law, made
takeovers of corporations meeting certain requirements more difficult. However,
in 1987 in CTS Corporation v. Dynamics Corp. of America, the Supreme Court held
that the Indiana Control Share Acquisition Act was constitutional. Such Act, by
its terms, is applicable only to corporations that have a substantial number of
stockholders in Indiana and are incorporated there. Subsequently, a number of
federal courts ruled that various state takeover statutes were unconstitutional
insofar as they apply to corporations incorporated outside the state of
enactment. The Company, directly or through subsidiaries, conducts business in a
number of states throughout the United States, some of which have enacted
takeover laws. We do not believe that, other than Section 203 of the DGCL, any
state takeover statutes or similar laws purport to apply to the Offer or the
Merger. We have not currently complied with any other state takeover statute or
regulation. Should any person seek to apply any state takeover law, we will take
such action as then appears desirable, which may include challenging the
validity or applicability of any such statute in appropriate court proceedings.
In the event it is asserted that one or more state takeover laws is applicable
to the Offer and the Merger, and an

                                        39


appropriate court does not determine that it is inapplicable or invalid as
applied to the Offer, we might be required to file certain information with, or
receive approvals from, the relevant state authorities. In addition, if
enjoined, we might be unable to accept for payment any Shares tendered pursuant
to the Offer, or be delayed in continuing or consummating the Offer. In such
case, we may not be obligated to accept for payment any Shares tendered. See
"Certain Conditions of the Offer."

                               FEES AND EXPENSES

     D.F. King & Co., Inc. has been retained by us as Information Agent in
connection with the Offer. The Information Agent may contact holders of Shares
by mail, telephone, facsimile, e-mail or personal interview. We will pay the
Information Agent reasonable and customary compensation for all such services in
addition to reimbursing the Information Agent for reasonable out-of-pocket
expenses in connection therewith. We have agreed to indemnify the Information
Agent against certain liabilities and expenses in connection with the Offer,
including, without limitation, certain liabilities under the federal securities
laws.

     Citibank, N.A. has been retained as the Depositary. We will pay the
Depositary reasonable and customary compensation for its services in connection
with the Offer, will reimburse the Depositary for its reasonable out-of-pocket
expenses in connection therewith and will indemnify the Depositary against
certain liabilities and expenses in connection therewith, including, without
limitation, certain liabilities under the federal securities laws.

     Except as set forth above, we will not pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Shares pursuant to the
Offer.

                                 MISCELLANEOUS

     The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. We are not aware of any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. To the extent we become
aware of any state law that would limit the class of offerees in the Offer, we
will amend the Offer and, depending on the timing of such amendment, if any,
will extend the Offer to provide adequate dissemination of such information to
such holders of Shares prior to the expiration of the Offer.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON OUR BEHALF NOT CONTAINED HEREIN OR IN THE TRANSMITTAL LETTER
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED.

     Purchaser and Parent have filed with the SEC a Tender Offer Statement on
Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with
exhibits, furnishing certain additional information with respect to the Offer,
and may file amendments. Such Schedule TO and any amendments thereto, including
exhibits, may be inspected and copies may be obtained in the manner set forth in
"Certain Information Concerning the Company -- Available Information" with
respect to the Company.

JEM LEAR ACQUISITION COMPANY, INC.
RINKER MATERIALS CORPORATION
July 23, 2002

                                        40


                                                                      SCHEDULE I

                 DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER,
                           PARENT AND ULTIMATE PARENT

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER

     The following table sets forth below the name, present principal occupation
or employment, and material occupations, positions, offices or employments
during the past five years, and the citizenship, of each director and executive
officer of Purchaser. The business address and telephone number of each such
person is c/o Rinker Materials Corporation, 1501 Belvedere Road, West Palm
Beach, Florida 33406, (561) 833-5555.



                          POSITION WITH      PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                        PURCHASER               FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                      -------------      ------------------------------------------     -----------
                                                                                 
Thomas G.              Vice President,       Mr. Burmeister has served as a Vice          United States
  Burmeister.........  Treasurer and         President, Treasurer and director of
                       Director              Purchaser since its inception in July
                                             2002. Mr. Burmeister has also served as
                                             the Chief Financial Officer of Parent
                                             since 1998. From 1993 to 1998, Mr.
                                             Burmeister was Chief Financial Officer of
                                             Siemens ElectroCom International, Inc.,
                                             2910 Avenue F, Arlington, Texas 76011.
David V. Clarke......  President and         Mr. Clarke has served as the President and   Australia
                       Director              a director of Purchaser since inception.
                                             Mr. Clark has also served as the President
                                             and Chief Executive Officer of Parent
                                             since 1992 and a director of Parent since
                                             1987. Mr. Clarke has also been a director
                                             of Ultimate Parent since 1996.
Peter W. Trimble.....  Vice President        Mr. Trimble has served as a Vice President   Australia
                                             of Purchaser since inception. Mr. Trimble
                                             has also served as the Vice President --
                                             Strategy & Development of Parent since
                                             2001. Prior to that, Mr. Trimble had been
                                             employed by Ultimate Parent since 1976,
                                             most recently as Chief Financial Officer
                                             of its CSR Construction Materials
                                             division.


                                        41




                          POSITION WITH      PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                        PURCHASER               FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                      -------------      ------------------------------------------     -----------
                                                                                 
Karl H. Watson,        Vice President        Mr. Watson has served as a Vice President    United States
  Sr. ...............                        of Purchaser since inception. Mr. Watson
                                             has also served as the President of Rinker
                                             Materials of Florida, Inc. with
                                             responsibility for the Quarries and Cement
                                             divisions of Parent since 1998. Mr. Watson
                                             was named Vice President -- Construction
                                             Materials of Parent in December 2001. Mr.
                                             Watson joined Parent in 1965 and has held
                                             various management positions during that
                                             time. Mr. Watson has served on the Board
                                             of Directors for Fidelity Federal Bank &
                                             Trust, 218 Datura Street, West Palm Beach,
                                             Florida 33401, since 1999.


DIRECTORS AND EXECUTIVE OFFICERS OF PARENT

     The following table sets forth the name, present principal occupation or
employment, and material occupations, positions, offices or employments during
the past five years, and the citizenship, of each director and executive officer
of Parent. Except as otherwise indicated, the business address and telephone
number of each such person is Rinker Materials Corporation, 1501 Belvedere Road,
West Palm Beach, Florida 33406, (561) 833-5555.



                                              PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                   POSITION WITH PARENT          FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                   --------------------   ------------------------------------------     -----------
                                                                                  
David Berger.........  Vice President --      Mr. Berger joined Parent in 1999 to run      United States
                       Gypsum Supply,         the Gypsum Supply division of Parent. In
                       Prestress, PolyPipe    2001, he was given responsibility for the
                       and Rehabilitation     PolyPipe and Rehabilitation divisions of
                       Divisions              Parent, and in 2002, the Prestress
                                              division of Parent. From 1998 to 1999, Mr.
                                              Berger was a principal with AT Kearney,
                                              Inc., 3455 Peachtree Road, N.E., Suite
                                              1600, Atlanta, Georgia 30303. From 1994 to
                                              1998, Mr. Berger was a Vice President of
                                              the Building Products Distribution
                                              Division of Georgia-Pacific Corporation,
                                              133 Peachtree Street, Atlanta, Georgia
                                              30303.
Thomas G.              Chief Financial        Mr. Burmeister has served as the Chief       United States
  Burmeister.........  Officer                Financial Officer of Parent since 1998.
                                              From 1993 to 1998, Mr. Burmeister was
                                              Chief Financial Officer of Siemens
                                              ElectroCom International, Inc., 2910
                                              Avenue F, Arlington, Texas 76011.


                                        42




                                              PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                   POSITION WITH PARENT          FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                   --------------------   ------------------------------------------     -----------
                                                                                  
David V. Clarke......  President, Chief       Mr. Clarke has served as the President and   Australia
                       Executive Officer      Chief Executive Officer of Parent since
                       and Director           1992 and as a director of Parent since
                                              1987. Mr. Clarke has also been a director
                                              of Ultimate Parent since 1996 and the
                                              President and a director of Purchaser
                                              since its inception in July 2002.
Armando M. Codina....  Director               Mr. Codina has served as a director of       United States
                                              Parent since 1989. Mr. Codina has been the
                                              Chairman and Chief Executive Officer of
                                              Codina Group, Inc. (which was founded in
                                              1978 and formerly known as Interamerican
                                              Investments) since 1979. Mr. Codina also
                                              has been a director of BellSouth
                                              Corporation, 1155 Peachtree Street, N.E.,
                                              Atlanta, Georgia 30309, since 1989, a
                                              director of FPL Group, Inc., 700 Universe
                                              Boulevard, Juno Beach, Florida 33408,
                                              since 1994, a director of AMR Corp., 4333
                                              Amon Carter Boulevard, Fort Worth, Texas
                                              76155, since 1995, and a director of
                                              General Motors Corporation, 300
                                              Renaissance Center, Detroit, Michigan
                                              48265, since 2002.
                                              Mr. Codina's business address and business
                                              telephone number is Codina Group, Inc.,
                                              355 Alhambra Circle, Suite 900, Coral
                                              Gables, Florida 33134, (305) 520-2300.
Marshall M. Criser...  Director               Mr. Criser has served as a director of       United States
                                              Parent since 1989. Mr. Criser has served
                                              as a director of Flagler Systems, Inc.,
                                              One South County Road, Palm Beach, Florida
                                              33480, since 1978. Mr. Criser served as a
                                              director of BellSouth Corporation, 1155
                                              Peachtree Street, N.E., Atlanta, Georgia
                                              30309, from 1983 to 1998, and of FPL
                                              Group, Inc., 700 Universe Boulevard, Juno
                                              Beach, Florida 33408, from 1989 to 2001.
                                              In 1999, Mr. Criser retired after over 48
                                              years of practicing law, most recently
                                              with McGuireWoods LLP.
                                              Mr. Criser's business address and business
                                              telephone number is McGuireWoods LLP, 50
                                              North Laura Street, Suite 3300,
                                              Jacksonville, Florida 32202, (904)
                                              798-3200.


                                        43




                                              PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                   POSITION WITH PARENT          FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                   --------------------   ------------------------------------------     -----------
                                                                                  
Sharon DeHayes.......  Vice President --      Ms. DeHayes has served as the Vice           United States
                       Florida Materials      President of Parent's Florida Materials
                       Division               division since 2001. Ms. DeHayes joined
                                              Parent in 1994, and has held various
                                              management positions during that time.
Ira Fialkow..........  Vice President --      Mr. Fialkow has served in a variety of       United States
                       Human Resources,       financial managerial positions since
                       Information            joining Parent in 1990.
                       Technology and
                       Business Services
Duncan Gage..........  President -- Hydro     Mr. Gage recently joined Parent as the       United States
                       Conduit Division       President of its Hydro Conduit Division in   Canada
                                              July 2002. Mr. Gage had previously served
                                              since 1972 in various managerial
                                              capacities with Lafarge Corporation, most
                                              recently as the Regional President of
                                              Lafarge Asia Pacific, 28 Tuas South Avenue
                                              8, Singapore 637648.
Andrew P. Ireland....  Director               Mr. Ireland has served as a director of      United States
                                              Parent since 1994. Mr. Ireland has been a
                                              partner of Zeliff, Ireland and Associates,
                                              Inc. since 1998.
                                              Mr. Ireland's business address and
                                              business telephone number is Zeliff,
                                              Ireland and Associates, Inc., 499 South
                                              Capitol Street, S.W., Suite 600,
                                              Washington, DC 20003, (202) 554-0473.
Peter Kirby..........  Director               Mr. Kirby has served as a director of        Australia
                                              Parent since 1998. He has also served as
                                              the Managing Director and Chief Executive
                                              Officer of Ultimate Parent since 1998.
                                              From 1995 to 1998, he had been the Chief
                                              Executive Officer of ICI Paints, Wexham
                                              Road, Slough Berkshire, SL2 5DS United
                                              Kingdom, a division of Imperial Chemical
                                              Industries plc.


                                        44




                                              PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                   POSITION WITH PARENT          FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                   --------------------   ------------------------------------------     -----------
                                                                                  
Bob L. Moss..........  Director               Mr. Moss has served as a director of         United States
                                              Parent since 1999. Mr. Moss has served as
                                              the Chairman, President and Chief
                                              Executive Officer of Centex Construction
                                              Group, 3100 McKinnon, Dallas, Texas 75201,
                                              since 2000. He served as President and
                                              Chief Executive Officer of Centex Rooney
                                              Construction since 1986.
                                              Mr. Moss' business address and business
                                              telephone number is Centex Rooney
                                              Construction, 7901 Southwest 6th Court,
                                              Plantation, Florida 33324, (954) 585-4400.
E. Lew Reid..........  Director               Mr. Reid has served as a director of         United States
                                              Parent since 1994. From 1998 to 2000, Mr.
                                              Reid served as the President and Chief
                                              Executive Officer of The California
                                              Endowment, 21650 Oxnard Street, Suite
                                              1200, Woodland Hills, California 91367,
                                              although he still continues to serve as a
                                              director of such foundation. From 1979 to
                                              1998, Mr. Reid was a partner with the San
                                              Francisco-based law firm of Marron, Reid &
                                              Sheehy, 601 California Street, San
                                              Francisco, California 92182.
                                              Mr. Reid's business address and business
                                              telephone number is 6705 Stoetz Lane,
                                              Sebastopol, California 95472, (707)
                                              874-1314.
Walter L. Revell.....  Director               Mr. Revell has served as a director of       United States
                                              Parent since 2000. Since 1991, Mr. Revell
                                              has been the Chairman and Chief Executive
                                              Officer of H.J. Ross Associates, Inc., and
                                              since 1984, he has been the Chairman and
                                              Chief Executive Officer of Revell
                                              Investments International, Inc., 800
                                              Douglas Entrance, Annex Building, Suite
                                              250, Coral Gables, Florida 33134.
                                              Mr. Revell's business address and business
                                              telephone number is H.J. Ross Associates,
                                              Inc., 800 Douglas Entrance, Annex
                                              Building, Suite 250, Coral Gables, Florida
                                              33134, (305) 567-1888.


                                        45




                                              PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                   POSITION WITH PARENT          FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                   --------------------   ------------------------------------------     -----------
                                                                                  
Peter W. Trimble.....  Vice President --      Mr. Trimble has served as the Vice           Australia
                       Strategy &             President -- Strategy & Development of
                       Development            Parent since 2001. Prior to that, Mr.
                                              Trimble had been employed by Ultimate
                                              Parent since 1976, most recently as Chief
                                              Financial Officer of its CSR Construction
                                              Materials division. Mr. Trimble has also
                                              served as a Vice President of Purchaser
                                              since inception.
Karl H. Watson,        Vice President --      Mr. Watson was named Vice                    United States
  Sr.................  Construction           President -- Construction Materials of
                       Materials              Parent in December 2001. Mr. Watson has
                                              also served as the President of Rinker
                                              Materials of Florida, Inc. with
                                              responsibility for the Quarries and Cement
                                              divisions of Parent since 1998. Mr. Watson
                                              joined Parent in 1965 and has held various
                                              management positions during that time. Mr.
                                              Watson has also served as a Vice President
                                              of Purchaser since inception. Mr. Watson
                                              has also served on the Board of Directors
                                              for Fidelity Federal Bank & Trust, 218
                                              Datura Street, West Palm Beach, Florida
                                              33401, since 1999. Mr. Watson has served
                                              as a Vice President of Purchaser since
                                              inception.


DIRECTORS AND EXECUTIVE OFFICERS OF ULTIMATE PARENT

     The following table sets forth below the name, present principal occupation
or employment, the material occupations, positions, offices or employments
during the past five years, and the citizenship, of each director and executive
officer of Ultimate Parent. Unless otherwise set forth below, the business
address of each such person is CSR Limited, Level 1, 9 Help Street, Chatswood
New South Wales 2067, Australia.



                         POSITION WITH      PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                    ULTIMATE PARENT            FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                    ---------------     ------------------------------------------     -----------
                                                                                
John Arthur.........  Director              Mr. Arthur has served as a director of       Australia
                                            Ultimate Parent since 2001. Mr. Arthur has
                                            been a partner with Freehills law firm
                                            since 1981.
                                            Mr. Arthur's business address and business
                                            telephone number is Freehills, Level 32,
                                            MLC Centre, 19-29 Martin Place, Sydney,
                                            New South Wales 2000, Australia, (011) 61
                                            2 9225 5000.


                                        46




                         POSITION WITH      PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                    ULTIMATE PARENT            FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                    ---------------     ------------------------------------------     -----------
                                                                                
John Ballard........  Director              Mr. Ballard has served as a director of      Australia
                                            Ultimate Parent since 2001. He has been
                                            Chairman of Wattyl Ltd., 4 Steel Street,
                                            Blacktown, New South Wales 2148,
                                            Australia, since August 2001 and a
                                            director of Woolworths Ltd., 540 George
                                            Street, Sydney, New South Wales 2000,
                                            Australia, since 1997.
Ian Blackburne......  Director              Dr. Blackburne has served as a director of   Australia
                                            Ultimate Parent since 1999. From 1995 to
                                            2000, Dr. Blackburne was the Managing
                                            Director and Chief Executive Officer of
                                            Caltex Australia Ltd., Level 12, MLC
                                            Centre, 19-29 Martin Place, Sydney, New
                                            South Wales 2000, Australia. Since 2000,
                                            Dr. Blackburne has been a director of
                                            Suncorp Metway Ltd., Level 18, Suncorp
                                            Metway Centre, 36 Wickham Terrace,
                                            Brisbane, Queensland 4000, Australia, and
                                            Teekay Shipping Corporation, TK House,
                                            Bayside Executive Park, West Bay Street
                                            and Blake Road, P.O. Box AP-59212 Nassau,
                                            The Bahamas. He has been Chairman of the
                                            Australian Nuclear Science and Technology
                                            Organisation, New Illawarra Road, Lucas
                                            Heights, New South Wales, Australia, since
                                            July 2001.
Alec Brennan........  Director --           Mr. Brennan has served as a director of      Australia
                      Strategy and          Ultimate Parent since 1996, the Executive
                      Investments; Deputy   Director Finance and Investments of
                      Managing Director     Ultimate Parent from 1996 to 1998 and the
                                            Deputy Managing Director of Ultimate
                                            Parent since 1998.
David V. Clarke.....  Director              Mr. Clarke has served as a director of       Australia
                                            Ultimate Parent since 1996. He also has
                                            served as the President and Chief
                                            Executive Officer of Parent since 1992 and
                                            a director of Parent since 1987. Mr.
                                            Clarke has also served as the President
                                            and a director of Purchaser since its
                                            inception in July 2002.
                                            Mr. Clarke's business address and business
                                            telephone number is 1501 Belvedere Road,
                                            West Palm Beach, Florida 33406, (561)
                                            833-5555.


                                        47




                         POSITION WITH      PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                    ULTIMATE PARENT            FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                    ---------------     ------------------------------------------     -----------
                                                                                
Carolyn Hewson......  Director              Ms. Hewson has served as a director of       Australia
                                            Ultimate Parent since 1995. From 1995
                                            until June 2002, she has been a director
                                            of South Australian Water, 77 Grenfell
                                            Street, Adelaide, South Australia 5000
                                            Australia. From 1996 to 2001, Ms. Hewson
                                            served as a director of AMP Ltd., 33
                                            Alfred Street, Sydney, New South Wales,
                                            Australia. She has also served since 1996
                                            as a director of Australian Gas Light
                                            Company, AGL Centre, Corner Pacific
                                            Highway and Walker Street, North Sydney,
                                            New South Wales 2060, Australia.
Peter Kirby.........  Managing Director     Mr. Kirby has served as the Managing         Australia
                      and Chief Executive   Director and Chief Executive Officer of
                      Officer               Ultimate Parent since 1998. He has also
                                            served as a director of Parent since 1998.
                                            From 1995 to 1998, he had been the Chief
                                            Executive Officer of ICI Paints, Wexham
                                            Road, Slough Berkshire, SL2 5DS United
                                            Kingdom, a division of Imperial Chemical
                                            Industries plc.
Ian McMaster........  Chief Executive       Mr. McMaster has served as the Chief         Australia
                      Officer -- Sugar      Executive -- Sugar of Ultimate Parent
                                            since 1999. Prior to joining Ultimate
                                            Parent, Mr. McMaster was employed with BHP
                                            Limited, BHP Billiton, 600 Bourke Street,
                                            Melbourne, Victoria 3000, Australia, for
                                            33 years, where he held a range of senior
                                            management positions in the Steel and
                                            Minerals division of that company.


                                        48




                         POSITION WITH      PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                    ULTIMATE PARENT            FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                    ---------------     ------------------------------------------     -----------
                                                                                
John Morschel.......  Chairman              Mr. Morschel has served as a director of     Australia
                                            Ultimate Parent since 1996 and its
                                            Chairman since 2001. Mr. Morschel has also
                                            served as a director of Westpac Banking
                                            Corporation, 60 Martin Place, Sydney, New
                                            South Wales 2000, Australia, from 1993 to
                                            2001; a director of Leighton Holdings
                                            Ltd., Level 5, 472 Pacific Highway, St.
                                            Leonards, New South Wales 2065, Australia,
                                            since 2001; a director of Comalco Ltd.,
                                            Level 25, 12 Creek Street, Brisbane,
                                            Queensland 4000, Australia, from 1998 to
                                            2000; a director of Rio Tinto plc, 6 St.
                                            James's Square London SW1Y 4LD, United
                                            Kingdom, since 1998; a director of Rio
                                            Tinto Ltd., Level 33, 55 Collins Street,
                                            Melbourne, Victoria 3000, Australia, since
                                            1998; a director of Singapore
                                            Communications, 31 Exeter Road, Singapore
                                            239732, since 2001; and a director of
                                            Tenix Pty Ltd., Level 12, 100 Arthur
                                            Street, North Sydney, New South Wales
                                            2060, Australia, since 1997.
Graeme Pettigrew....  Chief Executive       Mr. Pettigrew has served as the Chief        Australia
                      Officer -- Building   Executive Officer -- Building Materials of
                      Materials             Ultimate Parent since 1996.
Warren Saxelby......  Chief Financial       Mr. Saxelby has served the Chief Financial   Australia
                      Officer               Officer of Ultimate Parent since 2001.
                                            Prior to joining Ultimate Parent, Mr.
                                            Saxelby was employed with BHP Limited, BHP
                                            Billiton, 600 Bourke Street, Melbourne,
                                            Victoria 3000, Australia, for 30 years,
                                            where he held a range of senior financial
                                            management positions within Australia and
                                            in other countries.
Karl Watson, Jr.....  Chief Executive --    Mr. Watson has served as the Chief           United States
                      Construction          Executive -- Construction Materials of
                      Materials             Ultimate Parent since 2001. Prior to that,
                                            Mr. Watson had been employed for 13 years
                                            by Parent in a number of different
                                            positions.


                                        49




                         POSITION WITH      PRINCIPAL OCCUPATION, BUSINESS ADDRESS AND
NAME                    ULTIMATE PARENT            FIVE-YEAR EMPLOYMENT HISTORY            CITIZENSHIP
- ----                    ---------------     ------------------------------------------     -----------
                                                                                
John Wylie..........  Director              Mr. Wylie has served as a director of        Australia
                                            Ultimate Parent since 2001. Mr. Wylie
                                            previously served as the head of
                                            investment banking at Credit Suisse First
                                            Boston Australia, Level 27, 101 Collins
                                            Street, Melbourne, Victoria 3000,
                                            Australia, from 1996 to 1999. Since 2000,
                                            Mr. Wylie has been a Principal of
                                            Carnegie, Wylie and Company.
                                            Mr. Wylie's business address and business
                                            telephone number is Carnegie, Wylie and
                                            Company, 88 Collins Street, Melbourne,
                                            Victoria 3000, Australia, (011) 61 3 9657
                                            8400.


                                        50


                                                                         ANNEX A

                          APPRAISAL RIGHTS PROVISIONS
                    OF THE DELAWARE GENERAL CORPORATION LAW

                             TITLE 8.  CORPORATIONS
                      CHAPTER 1.  GENERAL CORPORATION LAW
              SUBCHAPTER IX.  MERGER, CONSOLIDATION OR CONVERSION

     (a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares through
the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to sec. 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository.

     (b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to sec. 251 (other than a merger effected pursuant to
sec. 251(g) of this title), sec. 252, sec. 254, sec. 257, sec. 258, sec. 263 or
sec. 264 of this title:

          (1) Provided, however, that no appraisal rights under this section
     shall be available for the shares of any class or series of stock, which
     stock, or depository receipts in respect thereof, at the record date fixed
     to determine the stockholders entitled to receive notice of and to vote at
     the meeting of stockholders to act upon the agreement of merger or
     consolidation, were either (i) listed on a national securities exchange or
     designated as a national market system security on an interdealer quotation
     system by the National Association of Securities Dealers, Inc. or (ii) held
     of record by more than 2,000 holders; and further provided that no
     appraisal rights shall be available for any shares of stock of the
     constituent corporation surviving a merger if the merger did not require
     for its approval the vote of the stockholders of the surviving corporation
     as provided in subsection (f) of sec. 251 of this title.

          (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
     under this section shall be available for the shares of any class or series
     of stock of a constituent corporation if the holders thereof are required
     by the terms of an agreement of merger or consolidation pursuant to
     sec.sec. 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
     such stock anything except:

             a.  Shares of stock of the corporation surviving or resulting from
        such merger or consolidation, or depository receipts in respect thereof;

             b.  Shares of stock of any other corporation, or depository
        receipts in respect thereof, which shares of stock (or depository
        receipts in respect thereof) or depository receipts at the effective
        date of the merger or consolidation will be either listed on a national
        securities exchange or designated as a national market system security
        on an interdealer quotation system by the National Association of
        Securities Dealers, Inc. or held of record by more than 2,000 holders;

             c.  Cash in lieu of fractional shares or fractional depository
        receipts described in the foregoing subparagraphs a. and b. of this
        paragraph; or

             d.  Any combination of the shares of stock, depository receipts and
        cash in lieu of fractional shares or fractional depository receipts
        described in the foregoing subparagraphs a., b. and c. of this
        paragraph.

                                       A-1


          (3) In the event all of the stock of a subsidiary Delaware corporation
     party to a merger effected under sec. 253 of this title is not owned by the
     parent corporation immediately prior to the merger, appraisal rights shall
     be available for the shares of the subsidiary Delaware corporation.

     (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.

     (d) Appraisal rights shall be perfected as follows:

          (1) If a proposed merger or consolidation for which appraisal rights
     are provided under this section is to be submitted for approval at a
     meeting of stockholders, the corporation, not less than 20 days prior to
     the meeting, shall notify each of its stockholders who was such on the
     record date for such meeting with respect to shares for which appraisal
     rights are available pursuant to subsection (b) or (c) hereof that
     appraisal rights are available for any or all of the shares of the
     constituent corporations, and shall include in such notice a copy of this
     section. Each stockholder electing to demand the appraisal of such
     stockholder's shares shall deliver to the corporation, before the taking of
     the vote on the merger or consolidation, a written demand for appraisal of
     such stockholder's shares. Such demand will be sufficient if it reasonably
     informs the corporation of the identity of the stockholder and that the
     stockholder intends thereby to demand the appraisal of such stockholder's
     shares. A proxy or vote against the merger or consolidation shall not
     constitute such a demand. A stockholder electing to take such action must
     do so by a separate written demand as herein provided. Within 10 days after
     the effective date of such merger or consolidation, the surviving or
     resulting corporation shall notify each stockholder of each constituent
     corporation who has complied with this subsection and has not voted in
     favor of or consented to the merger or consolidation of the date that the
     merger or consolidation has become effective; or

          (2) If the merger or consolidation was approved pursuant to sec. 228
     or sec. 253 of this title, then either a constituent corporation before the
     effective date of the merger or consolidation or the surviving or resulting
     corporation within 10 days thereafter shall notify each of the holders of
     any class or series of stock of such constituent corporation who are
     entitled to appraisal rights of the approval of the merger or consolidation
     and that appraisal rights are available for any or all shares of such class
     or series of stock of such constituent corporation, and shall include in
     such notice a copy of this section. Such notice may, and, if given on or
     after the effective date of the merger or consolidation, shall, also notify
     such stockholders of the effective date of the merger or consolidation. Any
     stockholder entitled to appraisal rights may, within 20 days after the date
     of mailing of such notice, demand in writing from the surviving or
     resulting corporation the appraisal of such holder's shares. Such demand
     will be sufficient if it reasonably informs the corporation of the identity
     of the stockholder and that the stockholder intends thereby to demand the
     appraisal of such holder's shares. If such notice did not notify
     stockholders of the effective date of the merger or consolidation, either
     (i) each such constituent corporation shall send a second notice before the
     effective date of the merger or consolidation notifying each of the holders
     of any class or series of stock of such constituent corporation that are
     entitled to appraisal rights of the effective date of the merger or
     consolidation or (ii) the surviving or resulting corporation shall send
     such a second notice to all such holders on or within 10 days after such
     effective date; provided, however, that if such second notice is sent more
     than 20 days following the sending of the first notice, such second notice
     need only be sent to each stockholder who is entitled to appraisal rights
     and who has demanded appraisal of such holder's shares in accordance with
     this subsection. An affidavit of the secretary or assistant secretary or of
     the transfer agent of the corporation that is required to give either
     notice that such notice has been given shall, in the absence of fraud, be
     prima facie evidence of the facts stated therein. For purposes of
     determining the stockholders entitled to receive either notice, each
     constituent corporation may fix, in advance, a record date that shall be
     not more than 10 days prior to the date the notice is given, provided, that
     if the notice is given on or after the effective date of the merger or
     consolidation, the record date shall

                                       A-2


     be such effective date. If no record date is fixed and the notice is given
     prior to the effective date, the record date shall be the close of business
     on the day next preceding the day on which the notice is given.

     (e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the merger or consolidation. Within 120 days after the effective date of
the merger or consolidation, any stockholder who has complied with the
requirements of subsections (a) and (d) hereof, upon written request, shall be
entitled to receive from the corporation surviving the merger or resulting from
the consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which demands
for appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10 days
after such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.

     (f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at
least 1 week before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication
shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.

     (g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.

     (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted
such stockholder's certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally
determined that such stockholder is not entitled to appraisal rights under this
section.

     (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or

                                       A-3


compound, as the Court may direct. Payment shall be so made to each such
stockholder, in the case of holders of uncertificated stock forthwith, and the
case of holders of shares represented by certificates upon the surrender to the
corporation of the certificates representing such stock. The Court's decree may
be enforced as other decrees in the Court of Chancery may be enforced, whether
such surviving or resulting corporation be a corporation of this State or of any
state.

     (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

     (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other distributions on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation); provided, however, that
if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days after the effective date of the merger or consolidation as
provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems
just.

     (l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.

                                       A-4


                        The Depositary for the Offer is:

                                 CITIBANK, N.A.

                                                          
           By Hand:                        By Mail:                 By Overnight Courier:
 Computershare Trust Company     Computershare Trust Company     Computershare Trust Company
         of New York                     of New York                     of New York
      Wall Street Plaza              Wall Street Station              Wall Street Plaza
  88 Pine Street, 19th Floor            P. O. Box 1010            88 Pine Street 19th Floor
   New York, New York 10005     New York, New York 10268-1010      New York, New York 10005



     Questions and requests for assistance may be directed to the Information
Agent at its address or telephone number set forth below. Additional copies of
this Offer to Purchase, the Letter of Transmittal and all other related
materials may be obtained from the Information Agent as set forth below, and
will be furnished promptly at Purchaser's expense. If your shares are pledged,
you may also contact the Pledgee for assistance concerning the Offer.

                    The Information Agent for the Offer is:

                             D.F. KING & CO., INC.
                                77 Water Street
                            New York, New York 10005
                                 (212) 269-5550
                                 (800) 549-6746

EX-99.2(B)

                                                               EXHIBIT (a)(1)(B)

                               TRANSMITTAL LETTER
                        TO TENDER SHARES OF COMMON STOCK
                                       OF

                            KIEWIT MATERIALS COMPANY
             PURSUANT TO THE OFFER TO PURCHASE DATED JULY 23, 2002
                                       TO

                      JEM LEAR ACQUISITION COMPANY, INC.,
                          A WHOLLY OWNED SUBSIDIARY OF

                          RINKER MATERIALS CORPORATION

            THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
              ON SEPTEMBER 25, 2002, UNLESS THE OFFER IS EXTENDED.

                    THE INFORMATION AGENT FOR THE OFFER IS:

                             D.F. KING & CO., INC.
                                77 Water Street
                            New York, New York 10005
                         CALL TOLL FREE: (800) 549-6746

                        THE DEPOSITARY FOR THE OFFER IS:

                                 CITIBANK, N.A.

                                                                
             By Hand:                           By Mail:                    By Overnight Courier:

   Computershare Trust Company        Computershare Trust Company        Computershare Trust Company
           of New York                        of New York                        of New York
        Wall Street Plaza                 Wall Street Station                 Wall Street Plaza
    88 Pine Street, 19th Floor               P.O. Box 1010                88 Pine Street 19th Floor
     New York, New York 10005        New York, New York 10268-1010         New York, New York 10005



     DELIVERY OF THIS TRANSMITTAL LETTER TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO PURCHASER OR PARENT
WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY.

     YOU SHOULD CAREFULLY READ THE INSTRUCTIONS ACCOMPANYING THIS TRANSMITTAL
LETTER BEFORE COMPLETING THIS TRANSMITTAL LETTER.



- ----------------------------------------------------------------------------------------------------------------------------------

                                                  DESCRIPTION OF SHARES TENDERED
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                   NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
                                            TOTAL NUMBER OF SHARES      (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON
     NUMBER OF         SHARE CERTIFICATE      EVIDENCED BY SHARE                                    SHARE CERTIFICATE(S) TENDERED)
 SHARES TENDERED*          NUMBER(S)            CERTIFICATE(S)*                              (ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------------------------------
                                                           

- ---------------------------------------------------------------

- ---------------------------------------------------------------

- ---------------------------------------------------------------

- ---------------------------------------------------------------

- ---------------------------------------------------------------

   TOTAL SHARES
- ----------------------------------------------------------------------------------------------------------------------------------


  
 *   UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL
     SHARES EVIDENCED BY EACH SHARE CERTIFICATE DELIVERED TO THE
     DEPOSITARY ARE BEING TENDERED HEREBY. SEE INSTRUCTION 4.
[ ]  CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR
     STOLEN. SEE INSTRUCTION 11.



- --------------------------------------------------------------------------------

     PLEASE READ ALL OF THE INSTRUCTIONS SET FORTH IN THIS TRANSMITTAL LETTER
CAREFULLY BEFORE TENDERING ANY SHARES OR RETURNING ANY DOCUMENTATION.

                                     * * *


Ladies and Gentlemen:

     The undersigned hereby tenders to Jem Lear Acquisition Company, Inc., a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of Rinker
Materials Corporation, a Georgia corporation ("Parent"), the above-described
shares of common stock, par value $0.01 per share (the "Shares"), of Kiewit
Materials Company, a Delaware corporation (the "Company") (including Shares that
may be issued upon the conversion of the Company's 8.028% Series 2000A
Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures due
2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D
Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due
2011 (the "Debentures")), pursuant to Purchaser's offer to purchase all
outstanding Shares, at $17.00 per Share net to the seller in cash without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated July 23, 2002 (the "Offer
to Purchase"), receipt of which is hereby acknowledged, and in this Transmittal
Letter (which, as amended from time to time, together constitute the "Offer").
Unless the context indicates otherwise, as used herein, all capitalized terms
shall have the meanings ascribed to them in the Offer to Purchase.

     The undersigned understands that, after the Effective Time, Purchaser
reserves the right pursuant to the Merger Agreement to transfer or assign to any
person, in whole or in part, the right to purchase all or any portion of the
Shares tendered pursuant to the Offer.

     Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, Purchaser, all right, title and
interest in and to all the Shares that are being tendered hereby and all
dividends, distributions (including, without limitation, distributions of
additional Shares) and rights declared, paid or distributed in respect of such
Shares on or after the Expiration Date (collectively, "Distributions"), and
irrevocably appoints Citibank, N.A., as depositary (the "Depositary"), the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares and all Distributions, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver certificates evidencing such Shares ("Share Certificates") and all
Distributions, together with all accompanying evidences of transfer and
authenticity, to or upon the order of Purchaser upon receipt by the Depositary,
as the undersigned's agent, of the Offer Price (as adjusted, if appropriate, as
provided in the Offer to Purchase), (ii) present such Share Certificates and all
Distributions for transfer on the books of the Company and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares and all Distributions, all in accordance with the terms of the Offer.

     By executing this Transmittal Letter, the undersigned irrevocably appoints
designees of Purchaser as proxies of the undersigned, each with full power of
substitution, to the full extent of the undersigned's rights with respect to the
Shares tendered by the undersigned and accepted for payment by Purchaser (and
any and all Distributions). All such proxies shall be considered coupled with an
interest in the tendered Shares. This appointment will be effective when, and
only to the extent that, Purchaser accepts such Shares for payment pursuant to
the Offer. Upon such acceptance for payment, all prior proxies given by the
undersigned with respect to such Shares (and such other Shares and securities)
will, without further action, be revoked, and no subsequent proxies may be given
nor any subsequent written consent executed by the undersigned (and, if given or
executed, will not be deemed to be effective) with respect thereto. The
designees of Purchaser will, with respect to the Shares and other securities for
which the appointment is effective, be empowered to exercise all voting and
other rights of the undersigned as they in their sole discretion may deem proper
at any annual or special meeting of the stockholders of the Company or any
adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise. Purchaser reserves the right to require that, in order for
Shares to be deemed validly tendered, immediately upon Purchaser's acceptance
for payment of such Shares, Purchaser must be able to exercise full voting
rights and other rights of a record and beneficial holder with respect to such
Shares.

     Except as provided in the following paragraph (if applicable), the
undersigned hereby represents and warrants that the undersigned has full power
and authority to tender, sell, assign, convey and transfer the Shares tendered
hereby and all Distributions, and that when such Shares are accepted for payment
by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of, and none of such Shares and
Distributions will be subject to, any lien, restriction, charge, encumbrance or
adverse claim of any kind whatsoever.

                                        2


     NOTE FOR HOLDERS OF PLEDGED SHARES:  IF THE SHARES ARE SUBJECT TO ANY LIEN,
RESTRICTION, CHARGE, ENCUMBRANCE OR ADVERSE CLAIM, THEN THE TENDER OF THE SHARES
WILL NOT BE EFFECTIVE UNLESS ALL OF REQUIREMENTS OF INSTRUCTION 13 ARE COMPLIED
WITH. THE UNDERSIGNED HEREBY AUTHORIZES AND DIRECTS THE DEPOSITARY TO ISSUE THE
CHECK FOR THE OFFER PRICE FOR ALL SHARES PURCHASED IN THE NAME OF, AND TO MAIL
SUCH CHECK TO, THE PLEDGEE, PURSUANT TO THE INSTRUCTIONS PROVIDED HEREIN.

     The undersigned, upon request, shall execute and deliver all additional
documents and shall take any actions deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions and to allow Purchaser to acquire
good, marketable and unencumbered title thereto and to all Distributions, free
and clear of all liens, restrictions, charges and encumbrances.

     In addition, the undersigned shall remit and transfer promptly to the
Depositary for the account of Purchaser all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and, pending such remittance and transfer or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire Offer Price of the Shares tendered
hereby or deduct from such Offer Price, the amount or value of such Distribution
as determined by Purchaser in its sole discretion.

     No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as otherwise stated in the Offer to Purchase, this tender is irrevocable.

     The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the section "Terms of the Offer" in the Offer to
Purchase and in the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer. Purchaser's acceptance of
such Shares for payment will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions of the
Offer, including, without limitation, the undersigned's representation and
warranty that the undersigned owns the Shares being tendered.

     Unless otherwise indicated herein in the box entitled "Special Payment
Instructions to be Completed by Pledgees and Others," please issue the check for
the Offer Price for all Shares purchased in the name(s) of the registered
holder(s) appearing above under "Description of Shares Tendered." Similarly,
unless otherwise indicated in the box entitled "Special Delivery Instructions to
be Completed by Pledgees and Others," please mail the check for the Offer Price
for all Shares purchased to the address(es) of the registered holder(s)
appearing above under "Description of Shares Tendered." In the event that the
boxes entitled "Special Payment Instructions to be Completed by Pledgees and
Others" and "Special Delivery Instructions to be Completed by Pledgees and
Others" are both completed, please issue the check for the Offer Price for all
Shares purchased in the name(s) of, and mail such check to, the person(s) so
indicated.

     If any Share Certificates are not tendered or purchased for any reason,
please mail all such Share Certificates representing the untendered or
unpurchased Shares (together with all accompanying documents, as appropriate) to
the address(es) of the registered holder(s) appearing above under "Description
of Shares Tendered." However, if the box entitled "Special Section to be
Completed by Pledgees of Shares" has been completed, then please mail all such
Share Certificates and documents to the Pledgee named therein. The undersigned
recognizes that Purchaser has no obligation to transfer any Shares from the name
of the registered holder(s) thereof if Purchaser does not purchase any of the
Shares tendered hereby.

                                        3


      SPECIAL PAYMENT INSTRUCTIONS TO BE COMPLETED BY PLEDGEES AND OTHERS
                      (SEE INSTRUCTIONS 1, 5, 6, 7 AND 13)

To be completed ONLY if the check for the Offer Price of Shares tendered is to
be issued in the name of someone other than the undersigned (for example, a
Pledgee).
Issue Check to:

Name:
- --------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Address:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                      (INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                   (SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)

NOTE: INCLUDE TIN OF STOCKHOLDER (NOT TIN OF PLEDGEE)






      SPECIAL DELIVERY INSTRUCTIONS TO BE COMPLETED BY PLEDGEES AND OTHERS
                      (SEE INSTRUCTIONS 1, 5, 6, 7 AND 13)

To be completed ONLY if the check for the Offer Price of Shares tendered is to
be mailed to someone other than the undersigned, or to the undersigned at an
address other than that shown under "Description of Shares Tendered" (for
example, a Pledgee).
Mail Check to:

Name:
- --------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Address:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                      (INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                   (SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)

NOTE: INCLUDE TIN OF STOCKHOLDER (NOT TIN OF PLEDGEE)

                                   IMPORTANT
                       ALL STOCKHOLDER(S) MUST SIGN HERE
           (ALSO PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)

     This section must be signed by (i) registered holder(s) exactly as name(s)
appear(s) on Share Certificate(s) or (ii) a person(s) authorized to become
registered holder(s) of Share Certificate(s) by certificates and documents
transmitted with this Transmittal Letter. If signature is by attorney-in-fact,
executor, administrator, trustee, guardian, partner, officer of a corporation or
another acting in a fiduciary or representative capacity, please provide the
information required below, set forth the signer's full title below under
"Capacity" and submit evidence satisfactory to Purchaser and the Depositary of
such person's authority to so act. See Instruction 5.

X
- --------------------------------------------------------------------------------

X
- --------------------------------------------------------------------------------

                  SIGNATURE(S) OF HOLDER(S)
Dated: ____________________ , 2002

Name(s) (Please Print):
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Capacity (Full Title):
- --------------------------------------------------------------------------------

Address(es) (Including Zip Code):
- --------------------------------------------------------------------------------

Area Code and Telephone Number(s): (       )
- ----------------------------------------------------------------------

Taxpayer Identification or Social Security Number(s):
- ----------------------------------------------------------------

                   (SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)

                                        4


             SPECIAL SECTION TO BE COMPLETED BY PLEDGEES OF SHARES
                      (IF REQUIRED -- SEE INSTRUCTION 13)

THIS SECTION MUST BE COMPLETED AND SIGNED BY ANY BANK, FINANCIAL INSTITUTION,
LENDER OR PLEDGEE IF ALL OR ANY PART OF THE SHARES ARE SUBJECT TO ANY LIEN,
RESTRICTION, CHARGE, ENCUMBRANCE OR ADVERSE CLAIM IN FAVOR OF SUCH LENDER OR
PLEDGEE.
Ladies and Gentlemen:
     The undersigned ("Pledgee") has loaned funds, or otherwise extended credit,
to the registered holder(s) of the Shares transmitted with this Transmittal
Letter (such loan or extension of credit being referred to as the
"Indebtedness") and such Indebtedness is secured by a pledge to the Pledgee of
all or part of the Shares.
     In connection with the tender of the Shares pursuant to this Transmittal
Letter, the Pledgee hereby agrees as follows:
     1.  Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith and the delivery of the Offer Price for all Shares purchased
hereunder to the Pledgee, the Pledgee hereby (a) cancels and terminates any
pledge agreement and any and all other security interests arising with respect
to such Shares, (b) agrees that the Pledgee shall have no rights with respect to
such Shares and (c) cancels and terminates, and thereby makes null and void, any
other restrictions with respect to such Shares that would prevent or restrict in
any way the consummation of the Offer or the ability of Purchaser to receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares and all Distributions.
     2.  It is expressly understood and agreed that if the Shares are not
purchased pursuant to the Offer for any reason, then (a) the Share Certificates
for any such unpurchased Shares will be returned to the Pledgee, without expense
to Pledgee and as promptly as practicable after the expiration, termination or
withdrawal of the Offer and (b) the cancellations, terminations and agreements
set forth in the foregoing paragraph 1 will be of no force and effect whatsoever
with respect to such unpurchased Shares.

Authorized Signature:
- --------------------------------------------------------------------------------

Name:
- --------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Name of Pledgee:
- --------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Address:
- --------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number: (
- ------)
- --------------------------------------------------------------------------

Dated:
- ----------------------------, 2002

                                        5


                           GUARANTEE OF SIGNATURE(S)
                 (IF REQUIRED -- SEE INSTRUCTIONS 1, 5 AND 13)



                     FOR USE BY FINANCIAL INSTITUTIONS ONLY

           PLACE MEDALLION GUARANTEE IN SPACE BELOW
Authorized Signature:
- --------------------------------------------------------------------------------

Name:
- --------------------------------------------------------------------------------

                        (PLEASE PRINT)
Name of Eligible Institution:
- --------------------------------------------------------------------------------

                        (PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------

                      (INCLUDE ZIP CODE)
Area Code and Telephone Number: (
- ------)
- --------------------------------------------------------------------------

Dated:
- -------------------------------------, 2002

                                        6


                                  INSTRUCTIONS

             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

     1.  Guarantee of Signatures.  You must have all signatures on this
Transmittal Letter guaranteed by an "eligible institution" if:

     - the Shares to be tendered are subject to a pledge, lien or other
       encumbrance, in which case you are required to complete the box entitled
       "Special Section to be Completed by Pledgees of Shares" (see Instruction
       13 to see if this applies); or

     - you have completed either of the following boxes:

      - the box entitled "Special Payment Instructions to be Completed by
        Pledgees and Others" (see Instruction 5 to see if this applies); or

      - the box entitled "Special Delivery Instructions to be Completed by
        Pledgees and Others" (see Instruction 5 to see if this applies).

An "eligible institution" is a broker or dealer that is a member of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., or a financial institution that is a participant in the
Securities Transfer Agents Medallion Program. Contact your bank, broker or
financial institution to determine if it is an eligible institution. If
signature guarantees are required, the eligible institution must complete the
box entitled "Guarantee of Signature(s)."

     2.  Delivery of Transmittal Letter and Share Certificates.  To validly
tender your Shares, you must deliver (or have delivered on your behalf) to the
Depositary at one of its addresses (found on the cover page of this Transmittal
Letter) the following:

     - this Transmittal Letter, properly completed and signed;

     - any other documents required by this Transmittal Letter;

     - Share Certificates evidencing your tendered Shares, properly endorsed or
       with properly signed stock powers, if necessary (see Instruction 5 to
       determine if you must endorse the Share Certificates or provide stock
       powers); and

     - if required, signature guarantees with respect to any signatures on the
       foregoing documents (see Instruction 1 to determine if such signature
       guarantees are required);

     All of these materials must be delivered to the Depositary prior to the
Expiration Date. If Share Certificates are forwarded to the Depositary in
multiple deliveries, a properly completed and duly executed Transmittal Letter
must accompany each delivery.

     If your Share Certificates are currently being held by a financial
institution or Pledgee, you must contact the financial institution or Pledgee so
that your Share Certificates may be delivered to the Depositary.

     THE METHOD OF DELIVERY OF THIS TRANSMITTAL LETTER, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, IS AT YOUR OPTION AND RISK, AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN THE DELIVERED ITEMS ARE ACTUALLY RECEIVED BY THE
DEPOSITARY. IF YOU DELIVER REQUIRED DOCUMENTS BY MAIL, YOU ARE STRONGLY
RECOMMENDED TO USE REGISTERED MAIL, RETURN RECEIPT REQUESTED (OR ITS EQUIVALENT
OUTSIDE THE UNITED STATES), AND OBTAIN PROPER INSURANCE FOR SUCH DOCUMENTS. IN
ALL CASES, YOU MUST ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY, INCLUDING
ANY TIME NECESSARY FOR A FINANCIAL INSTITUTION OR OTHER PLEDGEE (IF APPLICABLE)
TO DELIVER YOUR SHARE CERTIFICATES TO THE DEPOSITARY.

     No alternative, conditional or contingent tenders will be accepted. By
executing this Transmittal Letter, you give up any right to receive any notice
of the acceptance of your Shares for payment.

     3.  Inadequate Space.  If the spaces provided in the box "Description of
Shares Tendered" are inadequate for all of the Share Certificates you wish to
tender, please list the Share Certificate numbers, the number of Shares
evidenced by

                                        7


such Share Certificates and the number of Shares tendered on a separate schedule
and attach the schedule to this Transmittal Letter.

     4.  Partial Tenders.  If you wish to tender fewer than all the Shares
evidenced by any Share Certificate you deliver to the Depositary, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, as soon as practicable after the expiration or
termination of the Offer, you will receive new Share Certificate(s) evidencing
the remainder of the Shares not tendered, unless the box entitled "Special
Delivery Instructions to be Completed by Pledgees and Others" has been
completed, in which case such new Share Certificates will be delivered to the
other person as instructed.

     5.  Signatures on Transmittal Letter; Stock Powers and Endorsements.  The
signature(s) on this Transmittal Letter must correspond with the name(s) as
written on the face of the Share Certificates evidencing such Shares without any
change whatsoever. If any Shares tendered hereby are owned of record by two or
more persons, all record owners must sign this Transmittal Letter. If any of the
Shares tendered hereby are registered in the names of different holders, each
registered holder will be required to complete, sign and submit a separate
Transmittal Letter.

     You do not need to sign the back of ("endorse") any tendered Share
Certificates or provide separate stock powers unless:

     - this Transmittal Letter is being signed by the registered holders of the
       tendered Share Certificates and payment is to be made to a person other
       than such registered holders (for example, a Pledgee) (see Instructions 7
       and 13 for more details); or

     - this Transmittal Letter is being signed by a person other than the
       registered holders of the tendered Share Certificates.

If endorsements or stock powers are required, all Share Certificates evidencing
the Shares tendered must be endorsed or accompanied by appropriate stock powers.
All signatures on the Share Certificates or stock powers must match the names of
the registered holder as they appear on the Share Certificates without any
change whatsoever. As discussed in Instruction 1, all signatures on the
Transmittal Letter, the Share Certificates and stock powers must be guaranteed
by an eligible institution.

     If this Transmittal Letter or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should indicate that capacity when signing and submit
proper evidence satisfactory to Purchaser of such person's authority so to act.

     6.  Stock Transfer Taxes.  The amount of any stock transfer taxes required
by applicable law to be withheld from payment for the Shares purchased will be
deducted from the Offer Price for such Shares purchased, unless evidence
satisfactory to Purchaser of the payment of such taxes, or exemption therefrom,
is submitted.

     7.  Special Payment and Delivery Instructions for Pledgees and Others.  If
a check for the Offer Price for any tendered Shares is to be issued in the name
of a person other than the person(s) signing this Transmittal Letter, you must
complete the box entitled "Special Payment Instructions to be Completed by
Pledgees and Others."

     You must complete the box entitled "Special Delivery Instructions to be
Completed by Pledgees and Others" if:

     - a check for the Offer Price for any tendered Shares is to be sent to
       someone other than the person(s) signing this Transmittal Letter; or

     - the check is to be delivered to the person(s) signing this Transmittal
       Letter but at an address other than that shown in the box entitled
       "Description of Shares Tendered."

     8.  Waiver of Conditions.  The conditions to the Offer may be waived by
Purchaser in whole or in part at any time and from time to time in its sole
discretion, subject to the terms of the Merger Agreement.

     9.  Questions and Requests for Assistance or Additional Copies.  If you
have any questions or need assistance in tendering your Shares or completing
this Transmittal Letter, please contact the Information Agent at its address or
telephone number set forth on the front and back of this Transmittal Letter. You
may obtain additional copies of the Offer to Purchase, this Transmittal Letter
and the other Offer materials from the Information Agent.

                                        8


     10.  Substitute Form W-9.  Unless an exemption applies, each Stockholder is
required to provide the Depositary with a correct Taxpayer Identification Number
("TIN") on the Substitute Form W-9 included herein, and to certify, under
penalties of perjury, that such number is correct and that such Stockholder is
not subject to backup withholding of federal income tax. If a tendering
Stockholder has been notified by the Internal Revenue Service that such
Stockholder is subject to backup withholding, such Stockholder must cross out
Item (2) of the Certification box of the Substitute Form W-9, unless such
Stockholder has since been notified by the Internal Revenue Service that such
Stockholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering Stockholder to
a penalty and 30% federal income tax withholding on the payment of the Offer
Price for all Shares purchased from such Stockholder. If the tendering
Stockholder has not been issued a TIN and has applied for one or intends to
apply for one in the near future, such Stockholder should write "Applied For" in
the space provided for the TIN in Part I of the Substitute Form W-9, and sign
and date the Substitute Form W-9. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 30% on all payments of the Offer Price to such Stockholder until a TIN
is provided to the Depositary.

     Noncorporate foreign Stockholders should complete and sign the main
signature form and, if eligible, a Form W-8BEN, Certificate of Foreign Status, a
copy of which may be obtained from the Depositary, in order to avoid backup
withholding.

     11.  Lost, Destroyed or Stolen Certificates.  If any certificate(s)
representing Shares has been lost, destroyed or stolen, you must promptly notify
the Depositary. You will then be instructed as to the steps that must be taken
in order to replace the certificate(s). THIS TRANSMITTAL LETTER AND RELATED
DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST OR STOLEN
CERTIFICATES HAVE BEEN FOLLOWED.

     12.  Special Instructions for Holders of Debentures.  If you are a holder
of Debentures, you must first properly convert your Debentures into Shares
before you can tender such Shares in the Offer. On July 15, 2002, the Company
delivered to each holder of Debentures a redemption notice that described the
procedure for converting Debentures into Shares. This conversion process is also
specified by the terms of Debentures and the indenture under which the
Debentures were issued. Once you have properly converted your Debentures into
Shares and received a certificate evidencing such Shares, you may then tender
those Shares to Purchaser as otherwise described in this Transmittal Letter.

     13.  Shares Subject to Pledge.  If your Shares are subject to any pledge,
lien, restriction, charge, encumbrance or adverse claim, then you must:

          (a) have the box entitled "Special Section to be Completed by Pledgees
     of Shares" completed and signed by the Pledgee of any of the Shares;

          (b) have the box entitled "Special Payment Instructions to be
     Completed by Pledgees and Others" completed by the Pledgee to provide for
     the issuance of the check in the name of the Pledgee for the Offer Price of
     all Shares purchased (see Instruction 7);

          (c) have the box entitled "Special Delivery Instructions to be
     Completed by Pledgees and Others" completed by the Pledgee to provide for
     the mailing of the check for the Offer Price for all Shares purchased to
     the address of the Pledgee (see Instruction 7); and

          (d) comply with Instructions 1 and 5 with respect to the endorsement,
     completion and execution of Share Certificates, stock powers and this
     Transmittal Letter.

     IF THE SHARES ARE SUBJECT TO ANY LIEN, RESTRICTION, CHARGE, ENCUMBRANCE OR
ADVERSE CLAIM, THEN THE TENDER OF THE SHARES WILL NOT BE EFFECTIVE UNLESS ALL OF
THE FOREGOING PROCEDURES ARE COMPLIED WITH.

     IMPORTANT:  THIS TRANSMITTAL LETTER, PROPERLY COMPLETED AND DULY EXECUTED
(TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).

                                        9


                           IMPORTANT TAX INFORMATION

     Under the United States federal income tax laws, a Stockholder whose
tendered Shares are accepted for payment is required by law to provide the
Depositary (as payer) with such Stockholder's correct TIN on Substitute Form W-9
below. If such Stockholder is an individual, the TIN is such Stockholder's
Social Security Number. If the Depositary is not provided with the correct TIN,
the Stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such Stockholder with respect to
Shares purchased pursuant to the Offer may be subject to backup withholding of
30%.

     Certain Stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the Depositary. Exempt Stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of TIN on
Substitute Form W-9 for additional instructions.

     If backup withholding applies, the Depositary is required to withhold 30%
of any payments made to the Stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.

                         PURPOSE OF SUBSTITUTE FORM W-9

     To prevent backup withholding on payments that are made to a Stockholder
with respect to Shares purchased pursuant to the Offer, the Stockholder is
required to notify the Depositary of such Stockholder's correct Taxpayer
Identification Number by completing the form below certifying (a) that the TIN
provided on Substitute Form W-9 is correct (or that such Stockholder is awaiting
a TIN), and (b) that (i) such Stockholder has not been notified by the Internal
Revenue Service that such Stockholder is subject to backup withholding as a
result of a failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified such Stockholder that such Stockholder is no longer
subject to backup withholding.

                       WHAT NUMBER TO GIVE THE DEPOSITARY

     The Stockholder is required to give the Depositary the TIN of the record
holder of the Shares tendered hereby. If the Shares are in more than one name or
are not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report. If the tendering Stockholder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future, the stockholder should write "Applied For" in the
space provided for the TIN in Part I, and sign and date the Substitute Form W-9.
If "Applied For" is written in Part I and the Depositary is not provided with a
TIN within 60 days, the Depositary will withhold 30% of all payments of the
Offer Price to such Stockholder until a TIN is provided to the Depositary.

                                        10


                                                                     
- ---------------------------------------------------------------------------------------------------------------------
                                            PAYER'S NAME: CITIBANK, N.A.
- ---------------------------------------------------------------------------------------------------------------------

 SUBSTITUTE                          PART 1 -- PLEASE PROVIDE YOUR TIN         ----------------------------------
 FORM W-9                            IN THE BOX AT RIGHT AND CERTIFY BY              Social Security Number
                                     SIGNING AND DATING BELOW                           (If awaiting TIN
                                                                                      write "Applied For")
                                                                                               OR
                                                                               ----------------------------------
                                                                                 Employer Identification Number
                                                                                        (If awaiting TIN
                                                                                      write "Applied For")

 DEPARTMENT OF THE                   PART 2 -- CERTIFICATE -- Under parties of perjury, I certify that:
 TREASURY
 INTERNAL REVENUE SERVICE            (1) The number shown on this form is my correct Taxpayer Identification Number
                                     (or I am waiting for a number to be issued to me), and
 PAYER'S REQUEST FOR
 TAXPAYER IDENTIFICATION             (2) I am not subject to backup withholding because (a) I am exempt from backup
 NUMBER (TIN)                            withholding or (b) I have not been notified by the Internal Revenue Service
                                         (the "IRS") that I am subject to backup withholding as a result of a failure
 PAYER'S NAME:                           to report all interest or dividends or (c) the IRS has notified me that I am
 CITIBANK, N.A.                          no longer subject to backup withholding.
                                     (3) I am a U.S. person (including a U.S. resident alien).

                                     CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you
                                     have been notified by the IRS that you are currently subject to backup
                                     withholding because of underreporting interest or dividends on your tax return.
                                     However, if after being notified by the IRS that you are subject to backup
                                     withholding, you receive another notification from the IRS that you are no
                                     longer subject to backup withholding, do not cross out such item (2). (Also see
                                     instructions on the enclosed Guidelines).
                                     SIGNATURE OF U.S. PERSON                                PART 3

                                     ---------------------------------------------------------------

                                     DATE  _____________________________________________ , 2002  Awaiting TIN  [ ]
- ---------------------------------------------------------------------------------------------------------------------



NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A BACKUP
      WITHHOLDING OF ANY PAYMENTS, AT A RATE NO HIGHER THAN 30%, MADE TO YOU
      PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR
      CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9"
      FOR ADDITIONAL DETAILS.

       YOU MUST BE COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
            "AWAITING TIN" BOX IN PART 3 OF THE SUBSTITUTE FORM W-9

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Officer or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number to the Depositary by the time of
payment, an amount not higher than 30% of all reportable payments made to me
thereafter will be withheld, but that such amounts will be refunded to me if I
provide a certified Taxpayer Identification Number to the Depositary within
sixty (60) days.

                                                           
- ------------------------------------------------------------  ---------------------------------------------
                         SIGNATURE                                                DATE



                                        11


                    THE INFORMATION AGENT FOR THE OFFER IS:

                             D.F. KING & CO., INC.
                                77 WATER STREET
                            NEW YORK, NEW YORK 10005
                         CALL TOLL FREE: (800) 549-6746

                                 JULY 23, 2002

EX-99.3(C)

                                                               EXHIBIT (a)(1)(C)

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU)
TO GIVE THE PAYER. -- Social Security numbers have nine digits separated by two
hyphens: e.g., 000-00-0000. Employer identification numbers have nine digits
separated by only one hyphen: e.g., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.



- --------------------------------------------------------------  -------------------------------------------------------------
                                                GIVE THE                                                       GIVE THE
                                            SOCIAL SECURITY                                                SOCIAL SECURITY
       FOR THIS TYPE OF ACCOUNT:              NUMBER OF --             FOR THIS TYPE OF ACCOUNT:             NUMBER OF --
- --------------------------------------------------------------  -------------------------------------------------------------
                                                                                          
  1.  Individual                          The individual         6.  A valid trust, estate, or pension   The legal entity(4)
                                                                     trust
  2.  Two or more individuals (joint      The actual owner of    7.  Corporate                           The corporation
      account)                            the account or, if
                                          combined funds, the
                                          first individual on
                                          the account(1)
  3.  Custodian account of a minor        The minor(2)           8.  Association, club, religious,       The organization
      (Uniform Gift to Minors Act)                                   charitable, educational, or other
                                                                     tax-exempt organization
  4.  a. The usual revocable trust        The                    9.  Partnership                         The partnership
         (grantor is also trustee.)       grantor-trustee(1)
      b. So-called trust account that is  The actual owner(1)   10.  A broker or registered nominee      The broker or
         not a legal or valid trust                                                                      nominee
         under state law
  5.  Sole proprietorship                 The owner(3)          11.  Account with the Department of      The public entity
                                                                     Agriculture in the name of the
                                                                     public entity (such as a state or
                                                                     local government, school district,
                                                                     or prison) that receives
                                                                     agriculture program payments
- -------------------------------------------------------------
                                                                -------------------------------------------------------------


(1) List first and circle the name of the person whose number you furnish. If
    only one person on a joint account has a social security number, that
    person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
    "doing business as" name. You may use either your social security number or
    your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
    (Do not furnish the taxpayer identification number of the personal
    representative or trustee unless the legal entity itself is not designated
    in the account title).

NOTE: If no name is circled when there is more than one name listed, the number
      will be considered to be that of the first name listed.


            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER
If you do not have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Number Card for an individual, or Form SS-4,
Application for Employer Identification Number, from the Social Security
Administration office by calling 1 (800) TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING
PAYEES SPECIFICALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
   1. An organization exempt from tax under Section 501(a), any individual
      retirement Account (IRA), or a custodial account under Section 403(b)(7),
      if the account satisfies the requirements of Section 401(f)(2);
   2. The United States or a state thereof, the District of Columbia, a
      possession of the United States, or a political subdivision or wholly
      owned agency or instrumentality of any of the foregoing;
   3. An international organization or any wholly owned agency or
      instrumentality thereof;
   4. A foreign government or any political subdivisions, agencies or
      instrumentalities thereof.
OTHER PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
   5. A corporation;
   6. A foreign central bank of issue;
   7. A dealer of securities or commodities required to register in the United
      States, the District of Columbia, or possession of the United States.
   8. A futures commission merchant registered with the Commodity Futures
      Trading Commission;
   9. A common trust fund operated by a bank under Section 584(a);
  10. A real estate investment trust;
  11. An entity registered at all times during the tax year under the Investment
      Company Act of 1940;
  12. A financial institution;
  13. A middleman known in the investment community as a nominee or custodian;
      or
  14. A trust exempt from tax under section 664 or described in section 4947
PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
DIVIDENDS AND PATRONAGE DIVIDENDS
  - Payments to nonresident aliens subject to withholding under Section 1441.
  - Payments to partnerships not engaged in a trade or business in the United
    States and that have at least one nonresident alien partner.
  - Payments of patronage dividends not paid in money.
  - Payments made by certain foreign organizations
  - Section 404(k) payments made by an ESOP.
INTEREST PAYMENTS
 - Payments of interest on obligations issued by individuals. However, if you
   pay $600 or more of interest in the course of your trade or business to a
   payee, you must report the payment. Backup withholding applies to the
   reportable payment if the payee has not provided a TIN or has provided an
   incorrect TIN.
  - Payments of tax-exempt interest (including exempt-interest dividends under
    Section 852).
  - Payments described in Section 6049(b)(5) to nonresident aliens.
  - Payments on tax-free covenant bonds under Section 1451.
  - Payments made by certain foreign organizations.
  - Mortgage or student loan interest paid to you.

CERTAIN PAYMENTS, OTHER THAN PAYMENTS OF INTEREST, DIVIDENDS, AND PATRONAGE
DIVIDENDS, THAT ARE EXEMPT FROM INFORMATION REPORTING ARE ALSO EXEMPT FROM
BACKUP WITHHOLDING. FOR DETAILS, SEE SECTIONS 6041, 6041A, 6042, 6044, 6045,
6049, 6050A AND 6050N AND THE REGULATIONS THEREUNDER.

EXEMPT PAYEES SHOULD COMPLETE A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS
BACKUP WITHHOLDING. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT"
ON THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

PRIVACY ACT NOTICE. -- Section 6019 requires you to provide your correct
taxpayer identification number to payers who must report the payments to the
IRS. The IRS uses the numbers for identification purposes and to help verify the
accuracy of your return and may also provide this information to various
government agencies for tax enforcement or litigation purposes Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally withhold 30% of taxable interest, dividend, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.

PENALTIES
(1) FAILURE TO FURNISH A TAXPAYER IDENTIFICATION NUMBER. -- If you fail to
furnish your correct taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no backup
withholding you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TINS. -- If the requester discloses or uses taxpayer
identification numbers in violation of Federal law, the requester may be subject
to civil and criminal penalties.

                  FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
                  CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.7(G)

                                                               EXHIBIT (A)(1)(G)

This announcement is neither an offer to purchase nor a solicitation of an offer
 to sell KMC Shares (as defined below). The Offer (as defined below) is made by
the Offer to Purchase (as defined below) and the related transmittal letter and
 any amendments or supplements thereto, and is being made to all holders of KMC
Shares (including holders of KMC Shares issued upon conversion of Debentures (as
   defined below) who elect to convert their Debentures into KMC Shares) (the
"Stockholders"). This Offer, however, is not being made to, nor will KMC Shares
 be accepted from or on behalf of, holders of KMC Shares in any jurisdiction in
     which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. Purchaser and Parent (as defined
   below) may in their discretion, however, take such action as they may deem
      necessary to make the Offer in any jurisdiction and extend the Offer
                 to holders of KMC Shares in such jurisdiction.

                           NOTICE OF OFFER TO PURCHASE
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       OF
                            KIEWIT MATERIALS COMPANY
                    AT $17.00 PER SHARE NET IN CASH TO SELLER
                                       BY
                       JEM LEAR ACQUISITION COMPANY, INC.
                          A WHOLLY OWNED SUBSIDIARY OF
                          RINKER MATERIALS CORPORATION

Jem Lear Acquisition Company, Inc. ("Purchaser"), a Delaware corporation and a
wholly owned subsidiary of Rinker Materials Corporation, a Georgia corporation
("Parent"), is offering to pay $17.00 per share net in cash for each outstanding
share of common stock, par value $0.01 per share ("KMC Shares"), of Kiewit
Materials Company, a Delaware corporation (the "Company") (including any KMC
Shares that may be issued upon the conversion of the Company's 8.028% Series
2000A Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures
due 2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D
Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due
2011 (collectively, the "Debentures")), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 23, 2002 (the "Offer to
Purchase") and in the related transmittal letter (which, together with the Offer
to Purchase and any amendments or supplements thereto, collectively constitute
the "Offer"). Neither Purchaser nor Parent will pay any brokerage fees or
commissions on the solicitation for or tender of KMC Shares pursuant to the
Offer, and the offer price will be subject to reduction for any applicable
backup withholding or stock transfer taxes required by law to be withheld.
Purchaser will pay all charges and expenses of Citibank, N.A., which is serving
as depositary (the "Depositary"), and D.F. King & Co., Inc., which is acting as
information agent (the "Information Agent"), incurred in connection with the
Offer. The Offer is being made pursuant to an Agreement and Plan of Merger dated
July 9, 2002 by and among Purchaser, Parent and the Company (the "Merger
Agreement"). If the Offer is completed, Purchaser will effect a merger of
Purchaser with and into the Company. In the merger, each KMC Share (other than
(i) KMC Shares held by Purchaser or Parent or any subsidiary of Purchaser or
Parent or held in the treasury of the Company, or (ii) KMC Shares owned by
Stockholders who did not approve such merger and have demanded appraisal rights
in accordance with Section 262 of the Delaware General Corporation Law) will be
converted into the right to receive the same consideration as is being offered
to Stockholders pursuant to the Offer. The receipt of the offer price or the
merger consideration in exchange for the KMC Shares will be a taxable
transaction for U.S. federal income tax purposes and may also be taxable under
applicable state, local or foreign income or other tax laws. You should consult
your tax advisor about the particular tax effect the proposed transactions will
have on you.


- --------------------------------------------------------------------------------
            THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
        ON WEDNESDAY, SEPTEMBER 25, 2002, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

PURCHASER IS NOT OBLIGATED TO PURCHASE ANY TENDERED KMC SHARES UNLESS THE NUMBER
OF KMC SHARES TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE
OFFER EQUALS AT LEAST 90% OF THE KMC SHARES ON A FULLY DILUTED BASIS AT THE TIME
OF THE EXPIRATION OF THE OFFER (THE "MINIMUM CONDITION"). HOWEVER, PURCHASER MAY
ELECT TO AMEND OR WAIVE THE MINIMUM CONDITION SO AS TO REDUCE THE PERCENTAGE IN
THAT CONDITION TO ANY PERCENTAGE REPRESENTING AT LEAST A MAJORITY OF THE KMC
SHARES ON A FULLY DILUTED BASIS. The Offer is also subject to a number of other
conditions that are described more completely in the Offer to Purchase. For
purposes of the Offer, Purchaser shall be deemed to have accepted for payment,
and thereby purchased, KMC Shares validly tendered and not properly withdrawn
as, if and when Purchaser gives written notice to the Depositary of its
acceptance for payment of such validly tendered KMC Shares. Payment for KMC
Shares accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for validly
tendering Stockholders for the purpose of receiving payment from Purchaser and
transmitting payment to tendering Stockholders. Pursuant to the terms of the
Merger Agreement, the Board of Directors of the Company has waived the
restrictions on transferring Shares set forth in the Company's Restated
Certificate of Incorporation to the extent necessary to permit the holders of
KMC Shares to tender their shares in the Offer and to permit Purchaser to
purchase shares tendered in the Offer. In all cases, the purchase of KMC Shares
will be made only after timely receipt by the Depositary of (i) share
certificates for such KMC Shares, (ii) a properly completed and duly executed
transmittal letter, with any required signature guarantees and (iii) any other
documents required by the transmittal letter. If holders of Debentures exercise
their right to convert the Debentures into KMC Shares in accordance with the
procedures provided in the Debentures, the indenture under which they were
issued, and the applicable redemption notice issued by the Company, they may
then tender KMC Shares issued upon conversion of the Debentures in the Offer.
Holders of KMC Shares pledged to a bank, financial institution or other lender
must contact such bank, financial institution or lender regarding the release of
such pledge and KMC Shares and must have the bank, financial institution or
lender complete the applicable parts of the transmittal letter. Under no
circumstances will interest be paid by Purchaser or Parent on the purchase price
of the KMC Shares, regardless of any extension of the Offer or any delay in
making such payment. The term "Expiration Date" means 5:00 p.m., New York City
time, on September 25, 2002, unless Purchaser extends the period of time for
which the Offer is open, in which event, the term "Expiration Date" shall mean
the latest time and date at which the Offer, as so extended by Purchaser, shall
expire. The Purchaser and the Company have agreed that the Purchaser will extend
the Expiration Date from time to time (with each such extension not to exceed
ten business days) if at the scheduled expiration date of the Offer (i) any of
the Offer Conditions (as defined in the Offer to Purchase) (other than the
Minimum Condition) have not been satisfied or waived but are reasonably capable
of being satisfied on or before November 8, 2002 (subject to possible extension
to no later than December 8, 2002 as described in the Offer to Purchase), or
(ii) the Minimum Condition shall not have been satisfied, or, to the extent
permitted by the Merger Agreement, waived. In the event of any such extension,
the Expiration Date shall not be extended without the consent of the Company
beyond November 8, 2002 (subject to possible extension to no later than December
8, 2002 as described in the Offer to Purchase), except that the Purchaser may
extend the Offer, without the prior consent of the Company, for any period
required by any rule or regulation of the Securities and Exchange Commission in
connection with an increase in the consideration to be paid pursuant to the
Offer. The Purchaser may also elect to provide a subsequent offering period,
which is an additional period of time beginning after the Purchaser has
purchased KMC Shares tendered during the Offer, during which Stockholders may
tender their KMC Shares and receive the Offer Price (as defined in the Offer to
Purchase). Tenders of KMC Shares made pursuant to the Offer may be withdrawn at
any time prior to the Expiration Date, and unless previously accepted for
payment pursuant to the Offer, such KMC Shares may also be withdrawn at any time
after September 20, 2002 (except as provided below with respect to a subsequent
offering period). To be effective, a written or facsimile transmission notice of
withdrawal must be timely delivered to the Depositary at one of its addresses
set forth on the back cover page of the Offer to Purchase and must specify the
name of the person who tendered the KMC Shares to be withdrawn, the number of
KMC Shares to be withdrawn and the name of the registered holder of the KMC
Shares to be withdrawn, if different from the name of the person who tendered
the KMC Shares. If the KMC Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, a signed notice of withdrawal with
signatures guaranteed by an eligible institution (as defined in the Offer to
Purchase) must be submitted prior to the release of such KMC Shares. In
addition, such notice must specify the name of the registered holder (if
different from that of the tendering Stockholder) and the serial numbers shown
on the particular certificates evidencing the KMC Shares to be withdrawn. If
Purchaser provides a subsequent offering period following the Offer, no
withdrawal rights will apply to KMC Shares tendered during such subsequent
offering period or to KMC Shares tendered in the Offer and accepted for payment.
Subject to the terms of the Merger Agreement, all questions as to the form of
documents (including notices of withdrawal) and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of KMC
Shares will be determined by Purchaser in its sole discretion, which
determination shall be final and binding on all tendering Stockholders. None of
Purchaser, Parent, the Depositary, the Information Agent or any other person
will be under any duty to give notification of any defect or irregularity in
tenders or any notice of withdrawal or incur any liability for failure to give
any such notification. The information required to be disclosed by Rule 14d-6
under the Securities Exchange Act of 1934, as amended, is contained in the Offer
to Purchase and is incorporated herein by reference. The Company has provided us
with the


names and addresses of all Stockholders, and shall provide such additional
information and assistance as Parent or its agents may reasonably request, for
the purpose of making the Offer to Stockholders and record holders of
Debentures. The Offer to Purchase, the related transmittal letter, and other
relevant materials are being mailed to record holders of KMC Shares and record
holders of Debentures. THE OFFER TO PURCHASE, THE TRANSMITTAL LETTER, AND THE
RELATED MATERIALS CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER. Requests for additional copies of
the Offer to Purchase, the related transmittal letter and other Offer materials
should be directed to the Information Agent, at its address and telephone number
as set forth below, and copies will be furnished promptly at Purchaser's and
Parent's expense. Questions and requests for assistance may be directed to the
Information Agent.

                     The Information Agent for the Offer is:
                              D.F. KING & CO., INC.
                    77 Water Street New York, New York 10005
                          Call Collect: (212) 269-5550
                         CALL TOLL-FREE: (800) 549-6746


July 23, 2002

EX-99.(H)

                                                               EXHIBIT (a)(1)(H)

                  DISCLOSURE STATEMENT FOR CANADIAN RESIDENTS
                              DATED JULY 23, 2002

                           OFFER TO PURCHASE FOR CASH
                   ALL OUTSTANDING SHARES OF COMMON STOCK OF

                            KIEWIT MATERIALS COMPANY

                                       BY

                       JEM LEAR ACQUISITION COMPANY, INC.

                         (A WHOLLY OWNED SUBSIDIARY OF
                         RINKER MATERIALS CORPORATION)

- --------------------------------------------------------------------------------
               PRICE: U.S.$17.00 PER SHARE NET IN CASH TO SELLER
- --------------------------------------------------------------------------------

     This bid is made in Canada for securities of a U.S. issuer in accordance
with U.S. federal securities laws. Securityholders should be aware that the U.S.
requirements applicable to the bid may differ from those of the Provinces of
Ontario, Alberta, British Columbia, Quebec, Saskatchewan and Newfoundland where
the bid is made.

     All of the directors and officers of the offerors named in this bid
circular reside outside of Canada. Substantially all of the assets of these
persons and of the offeror may be located outside of Canada. The offeror has
appointed 152928 Canada Inc. at Suite 5300, Commerce Court West, 199 Bay Street,
Toronto, Ontario M5L 1B9 as its agent for service of process in Canada, but it
may not be possible for securityholders to effect service of process within
Canada upon the directors, officers and experts referred to above. It may also
not be possible to enforce against the offerors and each of their directors and
officers judgments obtained in Canadian courts predicated upon the civil
liability provisions of applicable securities laws in Canada.

     Securityholders resident in Canada should consult their own legal and tax
advisers with respect to the tax consequences of selling the securities to the
offerors under relevant Canadian federal and provincial legislation and
regulations.

     Securities legislation in certain of the provinces of Canada provides
securityholders of the offeree issuer with, in addition to any other rights they
may have at law, remedies for rescission or, in some jurisdictions, damages, if
a circular or notice that is required to be delivered to such securityholders
contains a misrepresentation or is not delivered to the securityholder, provided
that such remedies for rescission or damages are exercised by the securityholder
within the time limit prescribed by the securities legislation of the
securityholder's province. The securityholder should refer to the applicable
provisions of the securities legislation of the securityholder's province for
particulars of these rights or consult with a legal adviser. Rights and remedies
also may be available to securityholders under U.S. law; securityholders may
wish to consult with a U.S. legal adviser for particulars of these rights.


                                  CERTIFICATE

Dated: July 23, 2002

     The foregoing contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in the light of the circumstances in which it
was made.

                       JEM LEAR ACQUISITION COMPANY, INC.

                                                    
/s/ DAVID V. CLARKE                                    /s/ THOMAS G. BURMEISTER
- -----------------------------------------------------  -----------------------------------------------------
David V. Clarke                                        Thomas G. Burmeister
President                                              Vice President, Treasurer



                     ON BEHALF OF THE BOARD OF DIRECTORS OF
                       JEM LEAR ACQUISITION COMPANY, INC.

                                                    
/s/ DAVID V. CLARKE                                    /s/ THOMAS G. BURMEISTER
- -----------------------------------------------------  -----------------------------------------------------
David V. Clarke                                        Thomas G. Burmeister
Director                                               Director



                          RINKER MATERIALS CORPORATION

                                                    
/s/ DAVID V. CLARKE                                    /s/ THOMAS G. BURMEISTER
- -----------------------------------------------------  -----------------------------------------------------
David V. Clarke                                        Thomas G. Burmeister
President, Chief Executive Officer                     Chief Financial Officer



                     ON BEHALF OF THE BOARD OF DIRECTORS OF
                          RINKER MATERIALS CORPORATION

                                                    
/s/ MARSHALL M. CRISER                                 /s/ WALTER L. REVELL
- -----------------------------------------------------  -----------------------------------------------------
Marshall M. Criser                                     Walter L. Revell
Director                                               Director

EX-99.8(B)

                                                                    EXHIBIT (B)


                          RINKER MATERIALS CORPORATION

                                   (Borrower)


                                     [***]

                                    (Lender)






                               US$[____________]

                                   REVOLVING
                            LOAN FACILITY AGREEMENT

                                    364 DAYS




- ---------
*        Pursuant to Item 1007(d) of Regulation M-A, the name, address,
facsimile number and other identifying information of the bank have been
omitted from this filing. The name of the bank has been filed separately with
the Secretary of the Securities and Exchange Commission. The symbol "[***]" is
used throughout this exhibit to indicate where such identifying information has
been omitted.



                                       2


                                    CONTENTS




Clause                                                                                                 Page
- ------                                                                                                 ----

                                                                                                    
1  DEFINITIONS AND INTERPRETATION.......................................................................1

2  COMMITMENT AND CANCELLATION..........................................................................4

3  PURPOSE..............................................................................................5

4  DRAWDOWN.............................................................................................5

5  SELECTION NOTICE.....................................................................................5

6  PRINCIPAL AMOUNT OF SEGMENTS.........................................................................5

7  SELECTION OF FUNDING PERIODS.........................................................................6

8  REPAYMENT............................................................................................6

9  INTEREST.............................................................................................7

10 PAYMENTS.............................................................................................8

11 TAXATION.............................................................................................9

12 CHANGES IN LAW......................................................................................10

13 CONDITIONS PRECEDENT................................................................................13

14 REPRESENTATIONS AND WARRANTIES......................................................................14

15 UNDERTAKINGS........................................................................................16

16 EVENTS OF DEFAULT...................................................................................19

17 INTEREST ON OVERDUE AMOUNTS.........................................................................21

18 FEES................................................................................................22

19 INDEMNITIES.........................................................................................22

20 CURRENCY INDEMNITY..................................................................................22




                                       3


                                                                                                    
21 EXPENSES............................................................................................23

22 STAMP DUTIES........................................................................................23

23 SET-OFF.............................................................................................23

24 WAIVERS, REMEDIES CUMULATIVE........................................................................23

25 SEVERABILITY OF PROVISIONS..........................................................................24

26 SURVIVAL OF REPRESENTATIONS AND INDEMNITIES.........................................................24

27 MORATORIUM LEGISLATION..............................................................................24

28 ASSIGNMENTS.........................................................................................24

29 NOTICES.............................................................................................25

30 AUTHORISED OFFICERS.................................................................................26

31 GOVERNING LAW AND JURISDICTION......................................................................27

32 COUNTERPARTS........................................................................................27

33 AMENDMENTS..........................................................................................27

EXECUTION PAGES........................................................................................27

ANNEXURE A - DRAWDOWN NOTICE...........................................................................28

ANNEXURE B - SELECTION NOTICE..........................................................................29

ANNEXURE C - REPAYMENT NOTICE..........................................................................30

ANNEXURE D - CSR GUARANTEE.............................................................................31

ANNEXURE E - OPINION OF ALLENS ARTHUR ROBINSON.........................................................50





                                       1


THIS AGREEMENT is made the              day of July 2002

BETWEEN           RINKER MATERIALS CORPORATION of 1501 Belvedere Road,
                  West Palm Beach, Florida 33406, United States of America
                  (the "Borrower")

AND               [***] of [***], United States of America (the "Lender")

WHEREAS:

The Borrower has requested the Lender to provide the Borrower with a facility
under which financial accommodation may be made available to the Borrower.

NOW IT IS AGREED as follows.

1        DEFINITIONS AND INTERPRETATION

1.1      Definitions

         When used in this Agreement the following terms shall have the
         following meanings unless the context otherwise requires.

         "Authorisation" includes:

         (a)      any consent, authorisation, registration, filing, agreement,
                  notarisation, certificate, permission, licence, approval,
                  authority or exemption from, by or with a Governmental
                  Agency; or

         (b)      the expiry of the specified period during which a
                  Governmental Agency by law may intervene or act, but does not
                  do so, to prohibit or restrict in whole or part anything in
                  respect of this Agreement.

         "Authorised Officer" means:

         (a)      in respect of the Borrower, any person who is a secretary,
                  president, vice president, treasurer or assistant treasurer
                  of the Borrower or any person from time to time nominated as
                  an Authorised Officer by the Borrower by notice to the Lender
                  signed by two Authorised Officers, such notice to be
                  accompanied by certified copies of the signatures of all
                  persons so appointed; and

         (b)      in respect of the Lender, any person whose title of office
                  includes the word "Senior Vice President" or "Vice President"
                  or cognate expressions (including any person acting in any
                  such office) or any secretary or director, and the Borrower
                  shall be entitled to assume that any person purporting to
                  hold such office does hold such office.

         "Business Day" means a day, other than a Saturday or Sunday or
         gazetted public holidays, on which banks are open for business in New
         York City and London.

         "Commitment" means US$[__________] as reduced or cancelled under the
         terms of this Agreement.



                                       2


         "CSR Guarantee" means the guarantee dated on or about the date of this
         agreement given by the Guarantor in favour of the Lender in the form
         set out in Annexure D.

         "Default Rate" means [ ] per cent ([ ]%) per annum above the Interest
         Rate.

         "Drawdown Date" means the date (being a Business Day) on which any
         Segment under this Agreement is or is to be drawn.

         "Drawdown Notice" means a notice given in accordance with Clause 4.

         "ERISA" means the Employee Retirement Income Security Act of 1974 of
         the United States of America and the regulations promulgated and
         rulings issued thereunder as amended from time to time and any
         successor statute thereto.

         "Event of Default" means any of the events specified in Clause 16.

         "Excluded Tax" means any Tax imposed by any jurisdiction on the net
         income or capital gains of the Lender as a consequence of the Lender
         being a resident of or organised or doing business in that
         jurisdiction, but excludes any Tax:

         (a)      which is calculated on or by reference to the gross amount of
                  any payment (without the allowance of any deduction) under
                  this Agreement; or

         (b)      which is imposed as a result of the Lender being considered a
                  resident of or organised or doing business in that
                  jurisdiction solely as a result of it being a party to this
                  Agreement.

         "Facility" means the facility made available under Clause 2.1 of this
         agreement.

         "Financial Indebtedness" means any indebtedness (other than trade
         credit in the ordinary course of business) in respect of moneys
         borrowed or raised or any financial accommodation whatsoever including
         (without limiting the generality of the foregoing) under or in respect
         of any bill, acceptance, endorsement, bond, note, debenture or other
         similar debt security, guarantee, redeemable share (where such share
         is redeemable prior to the Repayment Date), discounting arrangement,
         finance or capital lease, hire purchase of any asset or service, any
         obligation to deliver goods or provide services paid for in advance by
         any financier or in relation to any other financing transaction.

         "Funding Period" means, in respect of a Segment, a period for which
         interest rates are fixed and the Segment funded, such period to
         commence on and include the Drawdown Date or the last day of the
         previous Funding Period and have a duration selected under Clause 7
         and end on but exclude the last day of such period.

         "Governmental Agency" means any government or any governmental,
         semi-governmental or judicial entity, authority or agency.

         "Guarantor" means CSR Limited ABN 90 000 001 276.

         "Interest Rate" means the Reference Rate plus the Margin.



                                       3


         "Lending Office" means the office of the Lender described above or
         such other branch, office or agency to which the Lending Office is
         changed in accordance with Clause 28.4.

         "LIBOR" means the offered rates displayed on the Reuters screen
         LIBOR01 page (or any equivalent successor thereof) for a term
         equivalent to the relevant Funding Period at or about 11.00 a.m.
         (London time) on the day on which rates are displayed for the value
         date which is the first day of that Funding Period.

         "Margin" means, for any day during a Funding Period:

         (a)      where the Rating is [    ] or above, [    ]% per annum; and

         (b)      where the Rating is below [    ], [    ]% per annum.

         "Material Adverse Effect" means a material adverse effect upon the
         ability of the Borrower to perform its obligations to pay principal
         and interest under this Agreement.

         "Principal Outstanding" means the aggregate principal amount advanced
         under this Agreement and outstanding from time to time.

         "Rating" means the rating of the long-term senior unsecured debt of
         the Borrower (guaranteed by the Guarantor), or where the Borrower's
         long-term senior unsecured debt (guaranteed by the Guarantor) is not
         rated, the Guarantor, published from time to time by Moody's Investor
         Service Inc..

         "Reference Banks" means Mizuho International Plc, JPMorgan Chase & Co,
         Deutsche Bank AG and UBS AG.

         "Reference Rate" means, subject to Clause 9.5, LIBOR.

         "Related Body Corporate" has the meaning given in the Corporations Act
         2001 of Australia.

         "Repayment Date" means the date which is 364 days after the date of
         this agreement or such other date as the parties may agree under
         Clause 8.2 of this agreement and if the Repayment Date is not a
         Business Day, the immediately preceding Business Day.

         "Repayment Notice" means a notice given in accordance with Clause 8.3.

         "Security Interest" includes any mortgage, pledge, lien (other than
         one arising in the ordinary course of business or by operation of law)
         or charge or any security or preferential interest or arrangement of
         any kind, or any other right of or arrangement with any creditor to
         have its claims satisfied prior to other creditors (other than
         priority accorded by statute or a right of set-off) with, or from the
         proceeds of, any asset and any deposit of money by way of security but
         excluding any charge or lien arising in favour of any Governmental
         Agency by operation of statute.

         "Segment" means a sum advanced or to be advanced under this Agreement
         having a principal amount and Funding Period as specified in a
         Drawdown Notice or Selection Notice.



                                       4


         "Selection Notice" means a notice given in accordance with Clause 5.

         "Subsidiary" has the meaning given in the Corporations Act 2001 of
         Australia.

         "Tax" includes any tax, levy, impost, deduction, charge, rate, duty,
         compulsory loan or withholding which is levied or imposed by a
         Governmental Agency, together with any interest, penalty (other than a
         penalty incurred as a result of the delay or default of the Lender),
         charge, fee or other amount imposed or made on or in respect of any of
         the foregoing, and "Taxation" shall be construed accordingly.

         "Undrawn Commitment" means the Commitment less the Principal
         Outstanding.

         "US$" means the lawful currency of the United States of America.

1.2      Interpretation

         In this Agreement headings are for convenience only and shall not
         affect interpretation and except to the extent that the context
         otherwise requires:

         (a)      references to any legislation or to any provision of any
                  legislation include any modification or re-enactment of, or
                  any legislative provision substituted for, and all statutory
                  instruments issued under, such legislation or such provision;

         (b)      words denoting the singular include the plural and vice
                  versa;

         (c)      words denoting individuals include corporations and vice
                  versa;

         (d)      words denoting any gender include all genders;

         (e)      references to Clauses, Annexures and Schedules are references
                  to clauses, annexures and schedules of this Agreement;

         (f)      references to any document or agreement (including this
                  Agreement) include references to such document or agreement
                  as amended, novated, supplemented or replaced from time to
                  time;

         (g)      references to any party to this Agreement or any other
                  document or agreement include its successors or permitted
                  substitutes or assigns; and

         (h)      "writing" and cognate expressions include all means of
                  reproducing words in a tangible and permanently visible form.

2        COMMITMENT AND CANCELLATION

2.1      On the terms and subject to the conditions of this Agreement the
         Lender, through its Lending Office, shall make available to the
         Borrower a revolving loan facility in the amount of the Commitment,
         but so that the Principal Outstanding will not at any time exceed the
         Commitment.

2.2      On the giving of not less than ten Business Days prior written notice
         to the Lender, the Borrower may cancel all or part of the Commitment
         which is not drawn as at the expiry of the notice and the Commitment
         shall be reduced accordingly. If part, unless



                                       5


         the Lender otherwise agrees, such part shall be a minimum of
         US$5,000,000 and an integral multiple of US$1,000,000.

3        PURPOSE

         The Borrower shall use the net proceeds of all Segments provided under
         this Agreement for general funding purposes including, without
         limitation, the acquisition of any company, assets or business.

4        DRAWDOWN

4.1      Drawdown Notice

         Whenever the Borrower wishes to make a drawing it shall give to the
         Lender an irrevocable Drawdown Notice substantially in the form of
         Annexure A, to be received by the Lender not later than 11.00 a.m. New
         York City time on the third Business Day prior to the proposed
         Drawdown Date (which shall be a Business Day).

4.2      Advance of Segment

         On the terms and subject to the conditions of this Agreement, whenever
         the Borrower requests a Segment under a Drawdown Notice, the Lender
         shall through its Lending Office make available the Segment to the
         Borrower's account as specified in the relevant Drawdown Notice on the
         relevant Drawdown Date in same day funds not later than 1.00pm New
         York time PROVIDED THAT the aggregate Principal Outstanding shall not
         exceed the Commitment.

5        SELECTION NOTICE

5.1      When Notice to be given

         Not later than 11.00 a.m. New York City time on the third Business Day
         before the last day of each Funding Period the Borrower may give to
         the Lender an irrevocable Selection Notice substantially in the form
         of Annexure B.

5.2      Failure to give Selection Notice

         If the Borrower fails to give a Selection Notice in accordance with
         this Clause in respect of any Segment and fails to give notice of its
         intention to repay that Segment on that last day in accordance with
         Clause 8.3 of this Agreement, it shall be deemed to have served a
         Selection Notice electing to continue the Segment with a Funding
         Period of one month.

6        PRINCIPAL AMOUNT OF SEGMENTS

         The principal amount of each Segment shall be a minimum of
         US$5,000,000 and an integral multiple of US$1,000,000.



                                       6


7        SELECTION OF FUNDING PERIODS

         (a)      Subject to the subsequent provisions of this Clause, Funding
                  Periods selected by the Borrower shall be of one, two, three,
                  four, five or six months or of such other term as may be
                  agreed between the Borrower and the Lender.

         (b)      Should a Funding Period end on a day which is not a Business
                  Day, that Funding Period shall be extended to the next
                  Business Day in the same calendar month or, if none, the
                  preceding Business Day.

         (c)      If a Funding Period commences on a date in a month and there
                  is no corresponding date in the month in which it is to end,
                  it shall end on the last Business Day in that latter month.

         (d)      No Funding Period shall extend beyond the Repayment Date.

         (e)      Subject to Clause 5.2, if the Borrower fails to select a
                  Funding Period complying with this Clause the Lender shall
                  promptly notify the Borrower thereof and in consultation with
                  the Borrower may vary any Drawdown Notice or Selection Notice
                  to ensure compliance.

8        REPAYMENT

8.1      Subject to Clause 8.2, the Borrower must repay the Principal
         Outstanding on the Repayment Date.

8.2      (a)      At any time prior to one month before the then current
                  Repayment Date the Borrower may with the prior consent of the
                  Guarantor request in writing the Lender to extend the
                  Repayment Date by up to 364 days.

         (b)      The Lender may, in its absolute discretion, agree to the
                  extension of the Repayment Date on such terms and conditions
                  as may be agreed upon between the parties. Any such agreement
                  shall take effect in accordance with its terms and those
                  terms shall be notified to the Borrower and the Guarantor by
                  the Lender in writing.

8.3      (a)      If the Borrower wishes to repay a Segment on the last day
                  of the Funding Period of that Segment, it shall give the
                  Lender no later than 12.00 noon New York City time on the
                  fifth Business Day prior to that day an irrevocable Repayment
                  Notice substantially in the form of Annexure C and that
                  Segment shall become repayable on the last day of the
                  relevant Funding Period of that Segment.

         (b)      Subject to this Agreement, Segments repaid under paragraph
                  (a) may be redrawn.



                                       7


9        INTEREST

9.1      Notification of rates

         The Lender shall notify the Borrower of the Interest Rate for each
         Funding Period as soon as it is ascertained and this shall be prima
         facie evidence of that Interest Rate. If the Borrower has reasonable
         grounds to believe that the Lender has made an error in calculating
         the amount of the Interest Rate for a Funding Period, it may by notice
         to the Lender query the calculation of the Interest Rate notified by
         the Lender.

9.2      Interest

         Interest shall accrue from day to day on each Segment for each Funding
         Period at the Interest Rate applicable to that day.

9.3      Basis of calculation of interest

         Interest shall be computed on the basis of the actual number of days
         elapsed and a year of 360 days.

9.4      Payment of interest

         Except where this Agreement provides otherwise, interest shall be
         payable by the Borrower in arrears on the last day of the relevant
         Funding Period in respect of each Segment.

9.5      Alternative Reference Rate

         (a)      If for any reason in respect of any Funding Period only one
                  or no rates are displayed on the LIBOR01 page of the Reuters
                  screen for a term equivalent to that Funding Period or that
                  page of the screen is not available, then the Reference Rate
                  for that Funding Period shall be the simple average (rounded
                  if necessary to the nearest five decimal places) of the rates
                  quoted to the Lender by each of the Reference Banks as the
                  rate at which that bank, at approximately 11.00 a.m. on the
                  day on which the relevant LIBOR rates would otherwise have
                  been displayed for the relevant value date, would offer prime
                  banks in the London interbank market a deposit in a principal
                  amount and term substantially equal to the principal amount
                  and Funding Period of the relevant Segment.

         (b)      If in respect of a Segment:

                  (i)      the Lender is unable to determine LIBOR for the
                           relevant Funding Period by reason of the failure of
                           at least two of the Reference Banks to supply the
                           quotations necessary to enable such determination to
                           be made; or

                  (ii)     by reason of circumstances affecting the London
                           interbank market, LIBOR materially differs from the
                           Lender's cost of funding that Segment,

                  then:



                                       8


                  (iii)    the Lender shall promptly give notice to the
                           Borrower:

                  (iv)     the Lender and the Borrower shall negotiate in good
                           faith with a view to agreeing on a reasonably
                           comparable reference rate for that Segment having
                           regard, inter alia, to the rates (if any) at which
                           the Reference Banks would offer prime banks in the
                           London interbank market a deposit in a principal
                           amount and term substantially equal to the principal
                           amount and Funding Period of that Segment;

                  (v)      if the Lender and the Borrower so agree within ten
                           Business Days of the date of the notice referred to
                           in paragraph (iii), then the Reference Rate applying
                           retroactively to that Segment shall be the reference
                           rate so agreed;

                  (vi)     if the Lender and the Borrower fail so to agree, the
                           Reference Rate applying retroactively in respect of
                           that Segment shall be the rate that the Lender in
                           its reasonable opinion immediately determines to be
                           a rate which represents its cost of funding that
                           Segment for the relevant Funding Period and the
                           Lender shall notify the Borrower immediately of that
                           rate; and

                  (vii)    at any time within twenty Business Days after
                           receiving a notice pursuant to paragraph (vi), the
                           Borrower may, upon giving five Business Days' notice
                           to the Lender, prepay that Segment together with
                           accrued interest thereon and an amount (if any)
                           which reasonably compensates the Lender for any
                           losses or expenses of liquidating or re-employing
                           the funds.

10       PAYMENTS

10.1     Time and place

         The Borrower shall make all payments under this Agreement in US$ in
         same day funds on the due date to the Lender's account as notified in
         writing by the Lender to the Borrower.

         The Lender shall make all payments under this Agreement in US$ in same
         day funds on the due date to the Borrower's account:

         At:               Bank One N.A.
                           1 Bank One Plaza
                           Chicago IL 60670
         Account of:       Rinker Materials Corporation
         Account no.:      [***]


         or such other account from time to time notified in writing by the
         Borrower.

10.2     No deduction

         The Borrower shall make all payments required under this Agreement
         without set-off or counterclaim and without deduction, whether on
         account of Taxes (except to the



                                       9


         extent that the Borrower is required by law to deduct Taxes, but
         without prejudice to Clause 11 (Taxation)) or otherwise.

10.3     Payment to be made on a Business Day

         Whenever any payment shall become due on a day which is not a Business
         Day, the due date shall be the next Business Day in the same calendar
         month or, if none, the last preceding Business Day, and interest shall
         be adjusted accordingly.

11       TAXATION

11.1     Additional Payments

         Whenever the Borrower is required by law to make a deduction or
         withholding in respect of Tax from any payment to be made under this
         Agreement, then it shall:

         (a)      promptly pay the amount deducted or withheld on the date that
                  Tax is due to be paid to the appropriate Governmental Agency;

         (b)      if requested by the Lender, within twenty Business Days of
                  that request deliver to the Lender official receipts, if any,
                  received by the Borrower or other documentation of the
                  Borrower evidencing payment of that amount; and

         (c)      if and to the extent that such Tax is not an Excluded Tax,
                  pay the Lender such additional amounts as necessary to ensure
                  that the Lender receives when due a net amount (after payment
                  of any Taxes in respect of such additional amounts) in US$
                  equal to the full amount which it would have received had a
                  deduction or withholding not been made;

         provided however that if the Borrower is required, or is likely to be
         required, to make payment to the Lender pursuant to paragraph (c), the
         Lender and the Borrower shall negotiate in good faith with a view to
         determining whether there is any action which may be taken to avoid or
         minimise the Borrower's obligation to make such deduction or
         withholding in such a manner as will not increase the cost to the
         Lender of making, funding or maintaining the Commitment or any Segment
         or reduce the return on the capital employed to fund the Commitment or
         any Segment.

11.2     Tax Credits

         If the Borrower is required by law to pay any additional amount
         pursuant to Clause 11.1 and the Lender, in its reasonable opinion, is
         able to apply for or otherwise to take advantage of any offsetting tax
         credit, rebate or other similar tax benefit arising out of or in
         connection with the deduction or withholding giving rise to the
         obligation to pay such additional amount, the Lender shall give notice
         thereof to the Borrower and the Lender shall take steps as it may in
         its reasonable discretion determine to obtain that credit, rebate or
         benefit and will, upon receipt thereof, reimburse to the Borrower the
         amount of that credit, rebate or benefit as it in its reasonable
         opinion determines is allocable to that deduction or withholding.
         Nothing in this Clause shall require the Lender to disclose to the
         Borrower any information regarding its tax affairs.



                                      10


11.3     Tax Forms

         (a)      The Lender will provide or file by the due date with the
                  Borrower or any relevant Governmental Agency any form,
                  certificate or other document required by the Internal
                  Revenue Code, Regulations or other administrative
                  pronouncements by the Treasury or the Internal Revenue
                  Service of the United States of America to be filed in
                  respect of this Agreement or the transactions contemplated by
                  this Agreement.

         (b)      The Lender is required to furnish Form W-9 to be provided to
                  the Borrower on or before the date of this Agreement.

12       CHANGES IN LAW

12.1     Increased Costs

         If any change in, any making of, or any change in the interpretation
         or application by any Governmental Agency of, or compliance with, any
         law, regulation, official directive or request with which it is
         customary for banks to comply (including, without limitation, with
         respect to Taxation (other than an Excluded Tax) or reserve,
         liquidity, capital adequacy, special deposit or similar requirements)
         affects the Lender (such change, making, interpretation, application
         or compliance occurring after the date of this Agreement and not being
         ordinarily within the knowledge of prudent banks in the ordinary
         course of business as at the date of this Agreement (and, without
         limitation, the matters set out in the statement on Banking
         Regulations and Supervisory Practices dated July 1988 and entitled
         "International Convergence of Capital Measurement and Capital
         Standards" ("the Statement") are to be so regarded as within the
         knowledge of prudent banks) and as a result:-

         (a)      the effective cost to the Lender of making, funding or
                  maintaining any Segment or the Commitment is in any way
                  increased;

         (b)      any amount paid or payable to or received or receivable by
                  the Lender under or in respect of this Agreement is in any
                  way reduced; or

         (c)      the return (the basis of calculation of which shall be
                  certified in writing by the Lender and notified to the
                  Borrower as soon as practicable after the signing of this
                  Agreement) of the Lender on the capital employed to fund the
                  Commitment or any Segment is in any way reduced (such
                  reduction not resulting from the implementation by the
                  applicable authorities having jurisdiction over the Lender or
                  its Lending Office of the matters set out in the Statement),

         in any such case by or in an amount which is not on account of
         Excluded Tax and which the Lender reasonably considers is material,
         then:

         (d)      the Lender shall promptly notify the Borrower of the
                  occurrence of that event, providing reasonable details of the
                  event and the nature and amount of such increased cost or
                  reduction; and

         (e)      the Lender and the Borrower shall negotiate in good faith
                  with a view to avoiding the imposition of such increased cost
                  or reduction in such a manner



                                      11


                  which does not increase the cost to the Lender of making,
                  funding or maintaining the Commitment or any Segment or reduce
                  the return on the capital employed to fund the Commitment or
                  any Segment and if the Borrower and the Lender cannot come to
                  an agreement within twenty (20) Business Days of notice given
                  under Clause 12.1(d) then on demand from time to time the
                  Borrower shall pay to the Lender the amount certified in good
                  faith by an Authorised Officer of the Lender which shall
                  reasonably compensate the lender for such increased cost or
                  reduction.

         This Clause applies with respect to official directives or requests
         whether or not having the force of law and, if not having the force of
         law, the observance of which is in accordance with the practice of
         prudent banks in the country concerned.

12.2     Minimisation of cost

         The Lender shall use reasonable endeavours to avoid or, if avoidance
         is not possible, to minimise any such cost, reduction or payment
         referred to in Clause 12.1 and the effect of any unlawfulness referred
         to in Clause 12.5.

12.3     Survival of obligations

         The Borrower's and Lender's obligations under this Clause shall
         survive the repayment of the Principal Outstanding and the termination
         of this Agreement.

12.4     Prepayment on increased costs

         If:

         (a)      the Borrower receives a notice under Clause 12.1(d); or,

         (b)      as a result of the making of, or a change in the
                  interpretation or application by any Governmental Agency of,
                  any law or treaty the Borrower is or will become obliged to
                  make any additional payment under Clause 11 (Taxation),

         the Borrower, at any time within forty (40) Business Days of receiving
         that notice or becoming so obliged, may upon notice to the Lender
         immediately prepay the Principal Outstanding, together with accrued
         interest thereon and the amount (if any) payable by the Borrower under
         Clause 12.7.

12.5     Lender Illegality

         If the making of, or a change in the interpretation or application by
         any Governmental Agency of, any law or treaty makes it unlawful for
         the Lender to make, fund or maintain the accommodation required under
         this Agreement then the Lender immediately upon becoming so aware
         shall notify the Borrower of the unlawfulness with evidence certified
         by an Authorised Officer of the Lender of that unlawfulness and:

         (a)      the Lender shall consult in good faith with the Borrower with
                  a view to finding an alternative, including, without
                  limitation, changing its Lending Office to another
                  jurisdiction provided that such alternative or change does
                  not subject



                                      12


                  the Borrower or the Guarantor to any increase in costs, Taxes
                  or expenses which are a direct or indirect consequence of
                  that alternative or change,

         and if an alternative or change cannot be agreed upon:

         (b)      the Lender may by notice to the Borrower reduce the
                  Commitment or require the Borrower to reduce the Principal
                  Outstanding to the extent that it is unlawful;

         (c)      if required by the law or treaty, or if necessary to prevent
                  or remedy a breach of the law or treaty, the Borrower will
                  prepay the Principal Outstanding or the reduction therein
                  referred to in paragraph (b) as the case may be, together
                  with accrued interest thereon and all fees and other amounts
                  due and payable as at that date under this Agreement and the
                  amount (if any) payable under Clause 12.7; and

         (d)      that prepayment shall be made immediately after receipt of
                  the notice referred to in paragraph (b), but if delay in
                  prepayment is permitted by, or will not cause a breach of,
                  the law or treaty, it shall be made on the latest permitted
                  day and until such day, the Borrower shall remain entitled to
                  give the Lender Selection Notices in relation to the Segment
                  or Segments in question provided that in no case shall the
                  Borrower select a Funding Period which expires after the
                  latest day permitted by the relevant law or treaty for
                  repayment.

12.6     Borrower or Guarantor Illegality

         If it becomes unlawful for the Borrower to perform or comply with its
         obligations under this Agreement or for the Guarantor to perform or
         comply with any of its obligations under the CSR Guarantee, then the
         Borrower immediately upon becoming so aware shall give notice of the
         unlawfulness to the Lender with evidence certified by an Authorised
         Officer of the Borrower of that unlawfulness and:

         (a)      the Borrower shall consult in good faith with the Lender and
                  the Guarantor with a view to finding an alternative,
                  including without limitation, changing the Lending Office to
                  another jurisdiction provided that such alternative or change
                  does not subject the Lender, Borrower or the Guarantor to any
                  increase in costs, Taxes or expenses which are a direct or
                  indirect consequence of that alternative or change,

         and if an alternative cannot be agreed upon:

         (b)      the Lender may by notice to the Borrower reduce the
                  Commitment or require the Borrower to reduce the Principal
                  Outstanding to the extent that it is unlawful;

         (c)      if required by the law or treaty, or if necessary to prevent
                  or remedy a breach of the law or treaty, the Borrower will
                  prepay the Principal Outstanding or the reduction therein
                  referred to in paragraph (b) as the case may be, together
                  with accrued interest thereon and all fees and other amounts
                  due and payable as at that date under this Agreement and the
                  amount (if any) payable under Clause 12.7; and



                                      13


         (d)      that prepayment shall be made immediately after receipt of
                  the notice referred to in paragraph (b), but if delay in
                  prepayment is permitted by, or will not cause a breach of,
                  the law or treaty, it shall be made on the latest permitted
                  day and until such day, the Borrower shall remain entitled to
                  give the Lender Selection Notices in relation to the Segment
                  or Segments in question provided that in no case shall the
                  Borrower select a Funding Period which expires after the
                  latest day permitted by the relevant law or treaty for
                  repayment.

12.7     Break Costs

         If the Borrower prepays any amount ("the Amount Prepaid") pursuant to
         this Agreement otherwise than on the last day of a Funding Period
         then, if the amount determined as follows ("the Break Amount") is
         negative, the Borrower shall pay to the Lender the Break Amount, and
         if the Break Amount is positive, the Lender shall pay to the Borrower
         the Break Amount:

                                     AP x [MR - IR] x RD
                    Break Amount  =  -------------------
                                             360

         Where:

         AP       means the Amount Prepaid.

         MR       means the rate of interest (expressed as a percentage per
                  annum) which would have been payable to the Lender in respect
                  of a deposit in an amount equal to the Amount Prepaid as if
                  it had been placed by the Lender, for the period defined as
                  RD below, with a prime bank in the London interbank market.

         IR       means the Interest Rate (expressed as a percentage per annum)
                  determined in accordance with Clause 9 which would otherwise
                  have been applicable to the Amount Prepaid.

         RD       means the number of days from and including the date of
                  prepayment to but excluding the last day of the relevant
                  Funding Period.

13       CONDITIONS PRECEDENT

13.1     Conditions precedent to Initial Drawdown Notice

         The right of the Borrower to give the initial Drawdown Notice and the
         obligations of the Lender under this Agreement are subject to the
         Lender having received:-

         (a)      certified true copies of the certificate of incorporation and
                  the constitution of the Guarantor and of the certificate of
                  incorporation and by-laws of the Borrower;

         (b)      a certified true copy of the resolutions of the board of
                  directors of the Borrower approving the entry into this
                  transaction and the execution of documents evidencing it;



                                      14


         (c)      certified true copies of the power of attorney of the
                  Guarantor under which it has executed the CSR Guarantee and
                  of the resolution of the board of directors of the Guarantor
                  authorising the execution of that power of attorney; and

         (d)      the CSR Guarantee duly executed by the Guarantor;

         (e)      a certified copy of a specimen signature of each Authorised
                  Officer of the Borrower and the Guarantor;

         (f)      a legal opinion substantially in the form of Annexure E from
                  Allens Arthur Robinson as to the CSR Guarantee.

13.2     Conditions precedent to Drawdown

         The obligation of the Lender to make funds available on a Drawdown
         Date is subject to the further conditions precedent that:

         (a)      (representations true): the representations and warranties by
                  the Borrower in this Agreement and by the Guarantor in the
                  CSR Guarantee are true in all material respects as at the
                  date of the relevant Drawdown Notice and the Drawdown Date as
                  though they had been made at that date, in each case by
                  reference to the facts and circumstances then subsisting;

         (b)      (no default): no Event of Default or event which with lapse
                  of time and/or giving of notice would be an Event of Default
                  shall be subsisting and unwaived at the date of the relevant
                  Drawdown Notice and the Drawdown Date or will result from the
                  provision of the Segment; and

         (c)      (Authorisation): all necessary Authorisations for the
                  provision of that Segment (if any) have been obtained.

14       REPRESENTATIONS AND WARRANTIES

14.1     Representations and warranties

         The Borrower makes the following representations and warranties for
         the benefit of the Lender.

         (a)      (Status): It is a corporation duly incorporated and validly
                  existing in good standing under the laws of the State of
                  Georgia.

         (b)      (Corporate power): It has the corporate power to enter into
                  and perform its obligations under this Agreement and to carry
                  out the transactions contemplated by this Agreement.

         (c)      (Corporate authorisations): It has taken all necessary
                  corporate action to authorise the entry into and performance
                  of this Agreement and the transactions contemplated by this
                  Agreement.

         (d)      (Agreement binding): This Agreement constitutes its valid and
                  binding obligation enforceable in accordance with its terms,
                  subject to applicable



                                      15


                  bankruptcy, insolvency, liquidation or similar laws of
                  general application and equitable principles and remedies.

         (e)      (Transactions permitted): Neither the execution and
                  performance by it of this Agreement nor any transaction
                  contemplated by or under this Agreement will violate in any
                  respect any provision of:

                  (i)      any law or treaty or any judgment, ruling, order or
                           decree of any Governmental Agency binding on it;

                  (ii)     its certificate of incorporation and by-laws;

                  (iii)    any other document or agreement which is binding
                           upon it or its assets,

                  and, except as may be provided by this Agreement, to its
                  knowledge and belief, did not and will not result in:

                  (iv)     the creation or imposition of any Security Interest
                           on any of its assets under any of the foregoing
                           which would have a Material Adverse Effect; or

                  (v)      the acceleration of any obligation or the
                           cancellation of any right of it with respect to any
                           Financial Indebtedness, or anything which
                           constitutes (or which, with the giving of notice
                           and/or lapse of time would constitute) an event of
                           default under any agreement relating to Financial
                           Indebtedness, in each case to an extent which would
                           have a Material Adverse Effect.

         (f)      (Accounts):

                  (i)      Its most recent audited accounts present fairly, in
                           all material respects, its financial position and
                           the results of its operations as at the date and for
                           the period to which they relate.

                  (ii)     Those accounts have been prepared in accordance with
                           accounting principles and practices generally
                           accepted in Australia consistently applied, except
                           to the extent of departures disclosed in those
                           accounts and the notes thereto or in the auditor's
                           report attached to those accounts.

         (g)      (No litigation): Subject to matters disclosed in its accounts
                  and the notes thereto and information in press releases
                  issued or notifications given to any stock exchange by the
                  Borrower or the Guarantor and any other information notified
                  in writing to the Lender by the Borrower or the Guarantor
                  from time to time no litigation, arbitration, tax claim,
                  dispute or administrative proceeding is presently current or
                  pending or, to its knowledge, threatened, which, if adversely
                  determined, would have a Material Adverse Effect.

         (h)      (No default): It is not in default for non-payment (subject
                  to any grace period, waiver or any indulgence whatsoever) of
                  any Financial Indebtedness in an amount in excess of
                  US$20,000,000 (or an equivalent amount in another currency)
                  under any document or agreement binding on it or it is
                  contesting in



                                      16


                  good faith its liability for such Financial Indebtedness and
                  to its knowledge nothing has occurred which is or would with
                  the giving of notice and/or lapse of time constitute an event
                  of default under any such document or agreement in
                  circumstances where such default for non-payment or
                  occurrence, as the case may be, would have a Material Adverse
                  Effect.

         (i)      (Authorisations): All Authorisations, if any, obtainable and
                  required in connection with the execution, delivery or
                  performance by it and the validity and enforceability of this
                  Agreement and the transactions contemplated by this Agreement
                  have been obtained or effected and are in full force and
                  effect.

         (j)      (Material adverse changes): Since the date of its latest
                  audited accounts there has been no change in its financial
                  position and operations which would have a Material Adverse
                  Effect on both it and the Guarantor (and in respect of the
                  Guarantor, Material Adverse Effect shall have the meaning
                  given in the CSR Guarantee).

         (k)      (ERISA): It has not:

                  (i)      voluntarily terminated any employee pension benefit
                           plan covered by Title IV of ERISA where such
                           termination has resulted in a liability of the
                           Borrower to the Pension Benefit Guaranty Corporation
                           which would have a Material Adverse Effect;

                  (ii)     entered into any prohibited transaction (as defined
                           in Section 4975 of the Internal Revenue Code or in
                           Section 406 of ERISA) involving any employee benefit
                           plan covered by Title 1 of ERISA which has resulted
                           in any liability for Tax under Section 4975 of the
                           Internal Revenue Code or Section 502 of ERISA which
                           would have a Material Adverse Effect; or

                  (iii)    caused or permitted the occurrence of any reportable
                           event (as defined in Section 4043 of ERISA) other
                           than any such event with respect to which the 30-day
                           notice requirement has been waived in relation to
                           any employee benefit plan covered by Title 1 of
                           ERISA which has resulted in a liability to the
                           Borrower which would have a Material Adverse Effect.

14.2     Deemed Repeated

         Each of the representations and warranties contained in this Agreement
         shall be deemed to be repeated by the Borrower at the date of each
         Drawdown Notice and Selection Notice by reference to the facts and
         circumstances then subsisting.

15       UNDERTAKINGS

15.1     General undertakings

         The Borrower undertakes to the Lender as follows, except to the extent
         that the Lender otherwise consents in writing.

         (a)      (Corporate reporting and information): It will furnish to the
                  Lender:



                                      17


                  (i)      (annual accounts): as soon as practicable (and in
                           any event not later than 120 days) after the close
                           of each of its financial years copies of its audited
                           consolidated and unconsolidated statement of
                           financial position and statement of financial
                           performance;

                  (ii)     (semi-annual accounts): as soon as practicable (and
                           in any event not later than 90 days) after the first
                           half of each of its financial years a copy of its
                           unaudited accounts in respect of that half year as
                           prepared by it for incorporation into the
                           semi-annual accounts of the Guarantor referred to in
                           Clause 4.1(a)(ii) of the CSR Guarantee; and

                  (iii)    (other information): such other information (other
                           than information which in its reasonable opinion it
                           requires to keep confidential) in relation to its
                           financial condition or business as the Lender may
                           reasonably request.

         (b)      (Accounting principles): It will ensure that each statement
                  of financial position and statement of financial performance
                  furnished by it to the Lender under paragraph (a) shall:

                  (i)      be prepared in accordance with accounting principles
                           and practices generally accepted in Australia
                           consistently applied except to the extent of
                           departures disclosed in those accounts and the notes
                           thereto or in the auditor's report attached to those
                           accounts; and

                  (ii)     present fairly, in all material respects, its
                           financial position and the results of its operations
                           as at the date and for the period to which they
                           relate.

         (c)      (Authorisations): It will use all reasonable endeavours to
                  ensure that all Authorisations obtainable and required for
                  the validity, enforceability and performance of its
                  obligations under this Agreement are obtained and maintained
                  in full force and effect.

         (d)      (Notice to Lender): It will give notice to the Lender as soon
                  as it becomes aware of the occurrence of any Event of
                  Default.

         (e)      (Negative pledge): It will not create, permit or suffer to
                  exist, without the prior consent of the Lender, which consent
                  shall not be unreasonably withheld or delayed, any Security
                  Interest over all or any of its assets if the aggregate
                  amount from time to time outstanding thereunder represents
                  more than ten per cent (10%) of the value of its total assets
                  (as disclosed in its latest audited accounts), disregarding:

                  (i)      liens arising by operation of law in the ordinary
                           course of business;

                  (ii)     any Security Interest existing at the time of
                           acquisition on any asset acquired by it after the
                           date of this Agreement and not created in
                           contemplation of the acquisition provided that there
                           is no increase in the amount of the principal moneys
                           secured by that Security Interest;



                                      18


                  (iii)    any Security Interest created on any asset or group
                           of associated assets acquired by it at arms' length
                           from an unrelated party or developed by it after the
                           date of this Agreement:

                           (A)      for the sole purpose of financing or
                                    refinancing that acquisition or
                                    development; and

                           (B)      securing principal moneys not exceeding one
                                    hundred per cent (100%) of the cost of that
                                    acquisition or development;

                  (iv)     any Security Interest on an asset in substitution
                           for an existing Security Interest on that asset in
                           connection with the refinancing of the borrowed
                           money secured on that asset provided there is no
                           increase in the amount of the principal moneys
                           secured by that Security Interest;

                  (v)      any Security Interest in the nature of a project
                           cross-charge to secure only the performance of its
                           obligations to the other joint venturers in the
                           project;

                  (vi)     any Security Interest existing at the date of this
                           Agreement provided there is no increase in the
                           amount of the principal moneys secured by that
                           Security Interest;

                  (vii)    any rights by way of reservation or retention of
                           title which are required by the supplier of any
                           property to the Borrower in the ordinary course of
                           business;

                  (viii)   any rights of set-off arising in the ordinary course
                           of business or by operation of law;

                  (ix)     any lien in respect of a judgment debt against the
                           Borrower provided that stay of execution in respect
                           thereof has been obtained or adequate reserves have
                           been provided in respect thereof;

                  (x)      any Security Interest which the Borrower is required
                           to create by any applicable law or is required or
                           considers it necessary or expedient to create in
                           order to obtain any governmental or regulatory
                           consent, approval, authority, licence, permission or
                           exemption; and

                  (xi)     any statutory charge in favour of any Governmental
                           Agency,

                  and without in any such case at the same time extending to
                  the Lender equally and rateably, the same such Security
                  Interest (or its equivalent as the Lender shall reasonably
                  require).

         (f)      (Corporate existence): It will do all things necessary to
                  maintain its corporate existence.

         (g)      (Pari Passu): It will ensure that its obligations under this
                  Agreement rank and will continue to rank at least pari passu
                  with all of its other unsecured and unsubordinated
                  obligations, other than obligations preferred by operation of
                  law.



                                      19


15.2     Term of undertakings

         Each undertaking in this Clause shall continue from the date of this
         Agreement until all moneys payable by the Borrower under this
         Agreement are fully and finally repaid.

16       EVENTS OF DEFAULT

         Upon the occurrence of any of the following (whether or not within the
         control of the Borrower):

         (a)      (non-payment): the Borrower fails to pay any amount of
                  principal payable by it under this Agreement when due and
                  that amount remains unpaid for a period of five Business Days
                  after the due date or the Borrower fails to pay any interest
                  or other amount payable by it under this Agreement (other
                  than principal) and that amount remains unpaid for a period
                  of five Business Days from the date of notice of that
                  non-payment by the Lender to the Borrower;

         (b)      (other obligations):

                  (i)      the Borrower fails to observe or perform any of its
                           other material obligations under this Agreement or
                           the Guarantor fails to observe or perform any of its
                           material obligations under the CSR Guarantee and
                           such failure is not waived by the Lender; and

                  (ii)     if such failure is capable of remedy, it is not
                           remedied to the reasonable satisfaction of the
                           Lender within twenty Business Days of the Lender
                           notifying the Borrower or the Guarantor (as the case
                           may be) of such failure (or such longer period as
                           the Lender shall agree);

         (c)      (misrepresentation): any representation, warranty or
                  statement made or deemed to be made by the Borrower in this
                  Agreement or the Guarantor in the CSR Guarantee proves to
                  have been untrue in any material adverse respect when made or
                  deemed to be repeated;

         (d)      (cross default): the Borrower or the Guarantor is in default
                  for non-payment (subject to any grace period, waiver or any
                  indulgence whatsoever) of any Financial Indebtedness in an
                  amount in excess of US$20,000,000 (or an equivalent amount in
                  another currency) under any document or agreement binding on
                  it, or any Financial Indebtedness in an amount in excess of
                  US$20,000,000 (or an equivalent amount in another currency)
                  under any document or agreement binding on it, is validly
                  declared to be or otherwise validly becomes due and payable
                  prior to its specified maturity by reason of an event of
                  default (unless in any case the Borrower or the Guarantor, as
                  the case may be, is contesting in good faith its liability
                  for the Financial Indebtedness in question);

         (e)      (winding up):

                  (i)      in respect of the Borrower, an application, petition
                           or proceeding is made, filed or instituted with any
                           court or tribunal seeking an order for relief under
                           the United States Federal Bankruptcy Code or seeking
                           to adjudicate it bankrupt or insolvent or seeking
                           dissolution, winding up,



                                      20


                           liquidation, reorganisation, arrangement, adjustment
                           or composition of it or its debts under any
                           bankruptcy, insolvency or other similar law and, in
                           the event that such application, petition or
                           proceeding was not made, filed or commenced
                           voluntarily by the Borrower or the Guarantor, such
                           application, petition or proceeding remains
                           undismissed or unstayed for a period of forty
                           Business Days; or

                  (ii)     in respect of the Guarantor, an application (other
                           than one which is frivolous or vexatious or which is
                           in respect of indebtedness which is not in excess of
                           US$20,000,000 (or an equivalent amount in another
                           currency)) is made for its winding up or
                           dissolution, and the Guarantor cannot, within forty
                           Business Days, or such longer period as the Lender
                           shall agree, reasonably satisfy the Lender that it
                           will be able to prevent the making of an order in
                           respect of such application; or

                  (iii)    an order is made for the winding up or dissolution
                           of the Borrower or the Guarantor; or

                  (iv)     a resolution is passed in respect of, or other
                           corporate action is taken to authorise or effect any
                           of the foregoing by, the Borrower or the Guarantor,
                           otherwise than for the purposes of reconstruction or
                           amalgamation on terms approved by the Lender (such
                           approval not to be unreasonably withheld or
                           delayed);

         (f)      (receiver): a receiver or receiver and manager, official
                  manager, trustee, or similar officer is appointed over all or
                  any substantial part of the assets or undertaking of the
                  Borrower or the Guarantor and the Borrower or the Guarantor
                  (as the case may be) cannot reasonably satisfy the Lender
                  within twenty Business Days, or such longer period as the
                  Lender shall agree, that such appointment is frivolous or
                  vexatious or has been or will be stayed or withdrawn or
                  discharged;

         (g)      (Security Interests): any Security Interest over any of the
                  assets of the Borrower or the Guarantor becomes enforceable
                  or is enforced, in each case, in respect of an amount which
                  is in excess of US$20,000,000 (or an equivalent amount in
                  another currency) and is not discharged or satisfied within
                  twenty Business Days (or such longer period as the Lender may
                  agree) of becoming enforceable or being enforced;

         (h)      (execution): a distress, attachment or other execution (other
                  than one which is frivolous or vexatious) is levied or
                  enforced upon or against any asset of the Borrower or the
                  Guarantor in respect of an amount which is in excess of
                  US$20,000,000 (or an equivalent amount in another currency)
                  and is not paid out or satisfied or stayed within twenty
                  Business Days of its levy or enforcement or such longer
                  period as the Lender may agree;

         (i)      (cessation of business): the Borrower or the Guarantor ceases
                  or threatens to cease to carry on business or stops payment
                  generally;



                                      21


         (j)      (reduction of capital): the Borrower or the Guarantor reduces
                  or attempts to reduce its issued share capital (excluding
                  reserves) otherwise than as permitted by law;

         (k)      (insolvency): the Borrower or the Guarantor is unable to pay
                  its debts when they fall due;

         (l)      (arrangement with creditors): the Borrower or the Guarantor
                  enters into or resolves to enter into any arrangement,
                  composition or compromise with or assignment for the benefit
                  of its creditors generally or any class of its creditors or
                  proceedings are commenced to sanction any such arrangement,
                  composition or compromise other than for the purposes of a
                  reconstruction or amalgamation on terms approved by the
                  Lender (such approval not to be unreasonably withheld or
                  delayed);

         (m)      (revocation of Authorisation): any Authorisation of a
                  Governmental Agency which is essential to the performance by
                  the Borrower or the Guarantor of its obligations under this
                  Agreement or the CSR Guarantee (as the case may be) or for
                  the validity and enforceability of this Agreement is
                  repealed, revoked or terminated or expires and is not
                  replaced by another sufficient Authorisation within twenty
                  Business Days or such later period as the Lender may agree;

         (n)      (subsidiary): the Borrower ceases to be a Subsidiary of the
                  Guarantor; or

         (o)      (CSR Guarantee): the CSR Guarantee is not, or at any time
                  ceases to be, the valid and binding obligation of the
                  Guarantor,

         then in any such event, and at any time subsequently and while such
         event is subsisting, the Lender may by notice to the Borrower:

         (A)      declare all moneys owing under this Agreement to be
                  immediately due and payable whereupon such moneys shall be
                  deemed to be due and payable and the Borrower shall
                  immediately repay the Principal Outstanding together with
                  accrued interest and fees and all such other moneys due under
                  this Agreement; and/or

         (B)      cancel the Commitment.

17       INTEREST ON OVERDUE AMOUNTS

17.1     The Borrower shall on demand by the Lender from time to time pay
         interest on all amounts due and payable by it under or in relation to
         this Agreement and unpaid (including interest payable under this
         Clause) in US$.

17.2     Such interest shall accrue from day to day from the due date up to but
         excluding the date of actual payment, before and (as a separate and
         independent obligation) after judgment at the Default Rate, and the
         Clause 9.3 basis of calculation of interest shall apply.



                                      22


18       FEES

18.1     Commitment fee

         (a)      The Borrower will pay to the Lender a commitment fee of [  ]%
                  per annum on the daily amount of the Undrawn Commitment (if
                  any).

         (b)      The commitment fee shall be calculated on the actual number
                  of days elapsed and on the basis of a year of 360 days.

         (c)      Accrued commitment fees shall be payable in arrears on the
                  last Business Day of each calendar quarter and in any case on
                  the Repayment Date.

18.2     Establishment fee

         On the date of execution of this Agreement, the Borrower will
         pay to the Lender an establishment fee of US$[   ].

19       INDEMNITIES

         The Borrower shall indemnify the Lender against any reasonable loss,
         cost or expense the Lender may sustain or incur as a consequence of:

         (a)      the occurrence of any Event of Default;

         (b)      a Segment requested in a Drawdown Notice not being borrowed
                  for any reason (including, without limitation, failure to
                  fulfil any condition precedent) other than any default by the
                  Lender; or

         (c)      the Lender receiving payments of principal in respect of any
                  Segment other than on the last day of a Funding Period
                  relating to that Segment for any reason within the reasonable
                  control of the Borrower other than as a result of prepayment
                  in accordance with this Agreement and default by the Lender.

20       CURRENCY INDEMNITY

         Whenever:

         (a)      any amount payable by the Borrower under or in respect of
                  this Agreement is received or recovered by the Lender in a
                  currency (the "Payment Currency") other than US$ for any
                  reason (including without limitation as a result of any
                  judgment or order or the liquidation of the Borrower or any
                  proof or claim in connection with that liquidation); and

         (b)      the amount actually received by the Lender in accordance with
                  its normal practice by converting the Payment Currency into
                  US$ is less than the relevant amount of US$,

         then the Borrower shall as an independent obligation indemnify the
         Lender on demand against the deficiency.



                                      23


21       EXPENSES

         The Borrower shall on demand reimburse the Lender:

         (a)      for its reasonable legal expenses in connection with the
                  review and execution of this Agreement and the CSR Guarantee
                  up to a maximum amount of A$ (Australian Dollars) 5,000; and

         (b)      for the reasonable expenses of the Lender in connection with
                  the enforcement of, or the preservation of any rights under,
                  this Agreement and the CSR Guarantee, including in each case
                  reasonable legal costs and expenses.

22       STAMP DUTIES

22.1     The Borrower shall pay and indemnify the Lender against all stamp,
         transaction, registration and similar Taxes payable in Australia or
         the United States of America (including fines and penalties other than
         fines and penalties incurred as a result of delay or default by the
         Lender), except those which would not otherwise have been payable in
         relation to the execution of this Agreement or the CSR Guarantee and
         for which liability to pay arises by reason of any act or omission of
         the Lender (other than the bringing of this Agreement into New York or
         the bringing of the CSR Guarantee into New South Wales for the
         purposes of enforcing or preserving the Lender's rights thereunder or
         if required by the law of those respective jurisdictions), which may
         be payable or determined to be payable in connection with the
         execution, delivery, performance or enforcement of this Agreement or
         the CSR Guarantee or any payment or receipt or any other transaction
         contemplated by this Agreement or the CSR Guarantee.

22.2     The Borrower shall indemnify the Lender on demand against any
         liabilities resulting from the Borrower's delay or omission to pay the
         Taxes required to be paid by the Borrower under Clause 22.1.

23       SET-OFF

23.1     If the Borrower fails to pay following a declaration under Clause
         16(A), the Borrower authorises the Lender (but without obligation on
         the part of the Lender) to apply any credit balance in any currency
         (whether or not matured) in any of its accounts with any branch of the
         Lender in or towards satisfaction of the amount due and payable by it
         to the Lender under that clause and the Lender shall promptly notify
         the Borrower of the details of any such set-off.

23.2     The Lender may effect such currency exchanges as are appropriate to
         implement such set-off.

24       WAIVERS, REMEDIES CUMULATIVE

24.1     No failure to exercise and no delay in exercising any right, power or
         remedy under this Agreement by the Lender or the Borrower shall
         operate as a waiver, nor shall any single or partial exercise of any
         right, power or remedy preclude any other or further exercise of that
         or any other right, power or remedy.



                                      24


24.2     The rights, powers and remedies provided to the Lender and to the
         Borrower in this Agreement are cumulative and not exclusive of any
         rights, powers or remedies provided by law.

25       SEVERABILITY OF PROVISIONS

         Any provision of this Agreement which is prohibited or unenforceable
         in any jurisdiction shall, as to that jurisdiction, be ineffective to
         the extent of that prohibition or unenforceability but that shall not
         invalidate the remaining provisions of this Agreement or affect that
         provision in any other jurisdiction.

26       SURVIVAL OF REPRESENTATIONS AND INDEMNITIES

26.1     All representations and warranties in this Agreement shall survive the
         execution and delivery of this Agreement and the provision of Segments
         under this Agreement.

26.2     Each indemnity in this Agreement shall:

         (a)      be a continuing obligation;

         (b)      constitute a separate and independent obligation of the party
                  giving the indemnity from its other obligations under this
                  Agreement; and

         (c)      survive termination of this Agreement.

27       MORATORIUM LEGISLATION

         To the full extent permitted by law, all legislation which at any time
         directly or indirectly:

         (a)      lessens or otherwise varies or affects in favour of the
                  Borrower or the Guarantor any obligation under this
                  Agreement; or

         (b)      delays or otherwise prevents or prejudicially affects the
                  exercise by the Lender of any right, power or remedy
                  conferred by this Agreement.

         is negatived and excluded from this Agreement.

28       ASSIGNMENTS

28.1     Assignment by Borrower

         The Borrower may assign or transfer all or any of its rights or
         obligations under this Agreement to a Related Body Corporate with the
         prior written consent of the Lender, which consent shall not be
         unreasonably withheld or delayed but may not otherwise assign or
         transfer to any other party.

28.2     Assignment by Lender

         The Lender at any time may assign or transfer all or any of its rights
         or obligations under this Agreement to a Related Body Corporate with
         the prior written consent of the Borrower and the Guarantor, which
         consent shall not be unreasonably withheld or delayed, or, subject to
         the Lender notifying the Borrower prior to any approach to a



                                      25


         potential assignee or transferee, to another bank or financial
         institution with the prior written consent of the Borrower and the
         Guarantor, but in each such case any such assignment or transfer shall
         not release the Lender from any obligations or liabilities arising
         under this Agreement or the CSR Guarantee prior to the date of such
         assignment or transfer. In no event may the Lender sub-participate its
         interest in any Segment or in this Agreement without the prior written
         consent of the Borrower and the Guarantor.

28.3     Disclosure

         The Lender may with the prior consent of the Borrower or the Guarantor
         (as appropriate) (which shall not unreasonably be withheld or delayed)
         disclose to a proposed assignee, or transferee or sub-participant
         information relating to the Borrower or the Guarantor or furnished in
         connection with this Agreement provided that the Lender procures that
         any such person shall have first delivered to the Borrower and the
         Guarantor a confidentiality undertaking in form and substance
         reasonably acceptable to the Borrower and the Guarantor, provided
         further that the provisions of this Clause 28.3 shall not apply to any
         information in the public domain, otherwise than as a result of a
         breach by the Lender of this Clause 28.3.

28.4     Change of Lending Office

         The Lender may change its Lending Office with the prior written
         consent of the Borrower and the Guarantor, which consent shall not be
         unreasonably withheld or delayed.

28.5     No increased costs

         Notwithstanding anything to the contrary in this Agreement, if the
         Lender assigns or transfers its rights or obligations under this
         Agreement or changes its Lending Office, the Borrower shall not be
         required to pay any increase in the aggregate amount of costs, Taxes,
         fees or charges which is a direct or indirect consequence of the
         assignment or transfer or change of its Lending Office, including,
         without limitation, any stamp duty or other Taxes referred to in
         Clause 22 (Stamp Duties).

29       NOTICES

         All notices, notifications, requests, demands, consents, approvals,
         agreements or other communications to or by a party to this Agreement
         shall:

         (a)      if to the Lender or the Borrower, be copied to the Guarantor;

         (b)      be in writing addressed to the recipient as follows or as
                  otherwise may be notified to the sender:

                  (i)      if to the Borrower, at:

                           Rinker Materials Corporation
                           1501 Belvedere Road
                           West Palm Beach
                           Florida, 33406
                           UNITED STATES OF AMERICA




                                      26


                           Attention:       Chief Financial Officer
                           Facsimile:       +1 (561) 820 8330

                           cc the Guarantor
                  (ii)     if to the Lender, at:

                           [***]


                           Attention:       [***]
                           Facsimile:       [***]

                           cc the Guarantor

                  (iii)    if to the Guarantor, at:

                           CSR Limited

                           Level 6, 9 Help Street
                           Chatswood  NSW  2067
                           AUSTRALIA

                           Attention:       The Treasurer
                           Facsimile:       +61 (2) 9235 8125

         (c)      be signed by an Authorised Officer of the sender; and

         (d)      be deemed to be duly given or made:

                  (i)      (in the case of delivery in person or by post) when
                           delivered to the recipient at such address; or

                  (ii)     (in the case of facsimile transmission) on receipt
                           by the sender of the OK transmission report showing
                           the correct number of pages as having been
                           transmitted,

                  but if such delivery or receipt is later than 5.00 p.m.
                  (local time) on a day on which business is generally carried
                  on in the place to which such communication is sent, it shall
                  be deemed to have been given or made at the commencement of
                  business on the next such day in that place.

30       AUTHORISED OFFICERS

         In absence of written notice to the contrary, each party authorises
         the other to rely on a certificate by any person purporting to be a
         director or secretary of the other as to the identity and signatures
         of its Authorised Officers and warrants that those persons have been
         authorised to give notices and communications under or in connection
         with this Agreement.



                                      27


31       GOVERNING LAW AND JURISDICTION

         This Agreement shall be governed by, and construed in accordance with,
         the laws of the State of New York applicable to agreements made and to
         be performed entirely within that State. The Borrower agrees that any
         action or proceeding against it relating in any way to this Agreement
         or any of the transactions contemplated hereby may be brought and
         enforced in the courts of the State of New York or of the United
         States for the Southern District of New York and the Borrower
         irrevocably submits to the non-exclusive jurisdiction of each such
         court in respect of any such action or proceeding. Nothing herein is
         intended to be, or shall be deemed to constitute, a general submission
         to the jurisdiction of any such court or a submission to such
         jurisdiction in any action or proceeding except as expressly set forth
         in the immediately preceding sentence.

32       COUNTERPARTS

         This Agreement may be executed in any number of counterparts. All of
         such counterparts taken together shall be deemed to constitute the one
         instrument. Exchange by facsimile of executed counterparts thereof
         shall be effective for all purposes.

33       AMENDMENTS

         This Agreement may not be amended varied or modified in any respect
         except by written instrument signed by each party.


IN WITNESS the parties have executed this Agreement


SIGNED for and on behalf of
RINKER MATERIALS CORPORATION by
its duly authorised signatories
in the presence of:
                                    -------------------------------------------
                                    Authorised Signatory


- ----------------------------------  -------------------------------------------
Witness                             Authorised Signatory

SIGNED for and on behalf of
[***] by its duly authorised
signatory in the presence of:


- ----------------------------------  -------------------------------------------
Witness                             Authorised Signatory



                                      28


                                   ANNEXURE A

                                DRAWDOWN NOTICE


To:      [                            ]

cc       CSR Limited Fax No. + 61 (2) 9235 8125

                  364 DAY COMMITTED LOAN FACILITY - DRAWDOWN NOTICE

We refer to the Loan Facility Agreement dated ______July 2002 (the
"Agreement").

Pursuant to Clause 4 of the Agreement:

(1)      we give you irrevocable notice that we wish to draw on ___________
         20__ (the "Drawdown Date".

(2)      the aggregate principal amount to be drawn is [     ]

(3)      particulars of each Segment are as follows:




         Principal                Drawdown                Funding
          Amount                    Date                   Period

                                                    



(4)      we request that the proceeds of the same be remitted to account number
         _______ at _______.

Expressions defined in the Agreement have the same meaning when used in this
Drawdown Notice.

For and on behalf of

RINKER MATERIALS CORPORATION

By:      [Authorised Officer]

Dated:                , 20__ .

NB THE LENDER SHALL NOTIFY THE BORROWER AND THE GUARANTOR OF THE INTEREST RATE
FOR EACH FUNDING PERIOD AS SOON AS IT IS ASCERTAINED.



                                      29


                                   ANNEXURE B

                                SELECTION NOTICE

To:      [                            ]

cc       CSR Limited Fax No. + 61 (2) 9235 8125

               364 DAY COMMITTED LOAN FACILITY - SELECTION NOTICE

We refer to the Loan Facility Agreement dated _______July 2002 (the
"Agreement").

Pursuant to Clause 5 of the Agreement:

(1)      we give you irrevocable notice that we wish to continue [a
         Segment/Segments] on _______, 20______;

(2)      particulars of [each/the] Segment requested are as follows:




         Principal                Selection               Funding
           Amount                   Date                   Period

                                                    




Expressions defined in the Agreement have the same meaning when used in this
Selection Notice.

For and on behalf of

RINKER MATERIALS CORPORATION

By:      [Authorised Officer]

Dated:   ____________, 20__.

NB THE LENDER SHALL NOTIFY THE BORROWER AND THE GUARANTOR OF THE INTEREST RATE
FOR EACH FUNDING PERIOD AS SOON AS IT IS ASCERTAINED.



                                      30


                                   ANNEXURE C

                                REPAYMENT NOTICE

To:      [                            ]

cc       CSR Limited Fax No. + 61 (2) 9235 8125

               364 DAY COMMITTED LOAN FACILITY - REPAYMENT NOTICE

We refer to the Loan Facility Agreement dated ________ July 2002 (the
"Agreement").

Pursuant to Clause 8.3 of the Agreement we give you irrevocable notice that we
wish to repay the following [Segment/Segments] on the following [date/dates]:




         Principal                Last Day of Funding
          Amount                        Period

                               



Expressions defined in the Agreement have the same meaning when used in this
Repayment Notice.

For and on behalf of

RINKER MATERIALS CORPORATION

By:      [Authorised Officer]

Dated:   ____________, 20__.



                                      31


                                   ANNEXURE D

                                 CSR GUARANTEE


                                  CSR LIMITED
                               ABN 90 000 001 276


                                  (Guarantor)


                                      and


                                     [***]


                                    (Lender)


                                 CSR GUARANTEE



                             GIVEN IN RELATION TO A


                                    US$[   ]


                                   REVOLVING


                            LOAN FACILITY AGREEMENT


                                    364 DAYS


                                      FOR


                          RINKER MATERIALS CORPORATION



                                      32


                                    CONTENTS




Clause                                                                  Page
- ------                                                                  ----

                                                                     
1  DEFINITIONS AND INTERPRETATIONS                                       33

2  GUARANTEE                                                             36

3  REPRESENTATIONS AND WARRANTIES                                        40

4  UNDERTAKINGS                                                          42

5  CURRENCY INDEMNITY                                                    44

6  SET OFF                                                               44

7  WAIVERS, REMEDIES CUMULATIVE                                          45

8  SEVERABILITY OF PROVISIONS                                            45

9  SURVIVAL OF REPRESENTATIONS AND INDEMNITIES                           45

10 MORATORIUM LEGISLATION                                                45

11 TAXATION                                                              45

12 ASSIGNMENTS                                                           46

13 NOTICES                                                               47

14 AUTHORISED OFFICERS                                                   48

15 GOVERNING LAW AND JURISDICTION                                        48

16 COUNTERPARTS                                                          48

17 AMENDMENTS                                                            48

18 GOODS AND SERVICES TAX                                                48




                                      33


                                 CSR GUARANTEE


THIS AGREEMENT is made the         day of July, 2002

BETWEEN           CSR LIMITED (ABN 90 000 001 276) of Level 1, 9 Help Street,
                  Chatswood, New South Wales, 2067, Australia (the "Guarantor")

AND               [***] of [***], United States of America (the "Lender")


WHEREAS

The Borrower (as defined below) requested the Lender to provide it with
financial accommodation. The Lender agreed to do so. The Borrower is a
Subsidiary of the Guarantor. In consideration of the Lender agreeing to provide
financial accommodation to the Borrower, the Guarantor agrees to guarantee the
obligations of the Borrower to the Lender.

NOW IT IS AGREED as follows:

1        DEFINITIONS AND INTERPRETATIONS

1.1      Definitions

         When used in this Agreement the following terms shall have the
         following meanings unless the context otherwise requires:

         "Authorisation" includes:

         (a)      any consent, authorisation, registration, filing, agreement,
                  notarisation, certificate, permission, licence, approval,
                  authority or exemption from, by or with a Governmental
                  Agency; or

         (b)      the expiry of the specified period during which a
                  Governmental Agency by law may intervene or act, but does not
                  do so, to prohibit or restrict in whole or part anything in
                  respect of this Agreement.

         "Authorised Officer" means:

         (a)      in respect of the Guarantor, any person who is a director,
                  principal executive officer, secretary, assistant secretary,
                  general manager corporate strategy, treasurer or attorney of
                  the Guarantor or any person from time to time nominated as an
                  Authorised Officer by the Guarantor by notice to the Lender
                  signed by two Authorised Officers, such notice to be
                  accompanied by certified copies of signatures of all persons
                  so appointed; and

         (b)      in respect of the Lender, any person whose title of office
                  includes the word "Senior Vice President" or "Vice President"
                  or cognate expressions (including any person acting in any
                  such office) or any secretary or director and the Guarantor
                  shall be entitled to assume that any person purporting to
                  hold such office does hold such office.



                                      34


         "Borrower" means Rinker Materials Corporation.

         "Business Day" means a day, other than a Saturday or a Sunday or
         gazetted public holidays, on which banks are open for business New
         York City and Sydney.

         "Drawdown Notice" means a notice given or to be given in accordance
         with Clause 4 of the Loan Facility Agreement.

         "Event of Default" means any of the events specified in Clause 16 of
         the Loan Facility Agreement.

         "Excluded Tax" means any Tax imposed by any jurisdiction on the net
         income or capital gains of the Lender as a consequence of the Lender
         being a resident of or organised or doing business in that
         jurisdiction, but excluding any Tax:

         (a)      which is calculated on or by reference to the gross amount of
                  any payment (without the allowance of any deduction) under
                  this Agreement; or

         (b)      which is imposed as a result of the Lender being considered a
                  resident of or organised or doing business in that
                  jurisdiction solely as a result of it being a party to this
                  Agreement.

         "Financial Indebtedness" means any indebtedness (other than trade
         credit in the ordinary course of business) in respect of moneys
         borrowed or raised or any financial accommodation whatsoever including
         (without limiting the generality of the foregoing) under or in respect
         of any bill, acceptance, endorsement, bond, note, debenture or other
         similar debt security, guarantee, redeemable share (where such share
         is redeemable prior to the Repayment Date as that term is defined in
         the Loan Facility Agreement), discounting arrangement, finance or
         capital lease, hire purchase of any asset or service, any obligation
         to deliver goods or provide services paid for in advance by any
         financier or in relation to any other financing transaction.

         "Governmental Agency" means any government or any governmental,
         semi-governmental or judicial entity, authority or agency.

         "GST" has the meaning given to it in A New Tax System (Goods and
         Services Tax) Act 1999 of Australia.

         "Guarantee" means any guarantee, indemnity, letter of credit, letter
         of comfort giving rise to legal liabilities of suretyship, or any
         other legal obligation;

         (a)      to pay or provide funds for the payment or discharge of; or

         (b)      to indemnify against the consequences of default in the
                  payment of;

         any obligation or indebtedness of any other person.

         "Guaranteed Moneys" means all moneys which the Borrower is or at any
         time becomes actually liable to pay to or for the account of the
         Lender on any account whatsoever under or in relation to the Loan
         Facility Agreement including, without limitation, by way of principal,
         interest, fees, costs, indemnities, charges, duties or expenses under
         or in relation to the Loan Facility Agreement.



                                      35


         "Liquidation" means official management, winding up and dissolution,
         assignment for the benefit of creditors or scheme of arrangement or
         compromise with creditors or anything analogous under the laws of the
         United States of America or any state or territory thereof.

         "Loan Facility Agreement" means the Loan Facility Agreement dated on
         or about the date of this Agreement between the Borrower and the
         Lender.

         "Material Adverse Effect" means a material adverse effect upon the
         ability of the Guarantor to perform its obligations under Clause 2.1
         of this Agreement.

         "Related Body Corporate" has the meaning given in the Corporations Act
         2001 of Australia.

         "Repayment Date" has the meaning given to that term in the Loan
         Facility Agreement.

         "Security Interest" includes any mortgage, pledge, lien (other than
         one arising in the ordinary course of business or by operation of law)
         or charge or any security or preferential interest or arrangement of
         any kind, or any other right of or arrangement with any creditor to
         have its claims satisfied prior to other creditors (other than
         priority accorded by statute or a right of set-off) with, or from the
         proceeds of, any asset and any deposit of money by way of security but
         excluding any charge or lien arising in favour of any Governmental
         Agency by operation of statute.

         "Selection Notice" means a notice given in accordance with Clause 5 of
         the Loan Facility Agreement.

         "Subsidiary" has the meaning given in the Corporations Act 2001 of
         Australia.

         "Tax" includes any tax, levy, impost, deduction, charge, rate, duty,
         compulsory loan or withholding which is levied or imposed by a
         Governmental Agency, together with any interest, penalty (other than a
         penalty incurred as a result of the delay or default of the Lender),
         charge, fee or other amount imposed or made on or in respect of any of
         the foregoing, and "Taxation" shall be construed accordingly.

         "US$" means the lawful currency of the United States of America.

1.2      Interpretation

         In this Agreement headings are for convenience only and shall not
         affect interpretation and except to the extent that the context
         otherwise requires:

         (a)      references to any legislation or to any provision of any
                  legislation include any modification or re-enactment of, or
                  any legislative provision substituted for, and all statutory
                  instruments issued under, such legislation or such provision;

         (b)      words denoting the singular include the plural and vice
                  versa;

         (c)      words denoting individuals include corporations and vice
                  versa;

         (d)      words denoting any gender include all genders;



                                      36


         (e)      references to Clauses, Annexures and Schedules are references
                  to clauses, annexures and schedules of this Agreement;

         (f)      references to any document or agreement (including this
                  Agreement) include references to such document or agreement
                  as amended, novated, supplemented or replaced from time to
                  time;

         (g)      references to any party to this Agreement or any other
                  document or agreement include its successors or permitted
                  substitutes or assigns; and

         (h)      "writing" and cognate expressions include all means of
                  reproducing words in a tangible and permanently visible form.

2        GUARANTEE

2.1      Guarantee

         The Guarantor unconditionally and irrevocably guarantees that if the
         Lender makes a declaration under Clause 16A of the Loan Facility
         Agreement, the Guarantor will pay the Lender, immediately following
         receipt of written demand for such payment by the Lender to the
         Guarantor, an amount equal to the Guaranteed Moneys due and payable as
         at the date of the payment by the Guarantor in the same manner and
         currency as the Borrower is required to pay that amount under the Loan
         Facility Agreement.

2.2      Unconditional nature of obligation

         The liability of the Guarantor under Clause 2.1 shall not be affected
         by anything which but for this provision might operate to release or
         otherwise exonerate it from its obligations in whole or in part,
         including, without limiting the generality of the foregoing:

         (a)      the grant to the Borrower of any time, waiver or other
                  indulgence, or the discharge or release of the Borrower but
                  the Guarantor shall have the benefit of any such waiver or
                  indulgence;

         (b)      any transaction or arrangement that may take place between
                  the Lender and the Borrower;

         (c)      the Liquidation of the Borrower;

         (d)      the Lender making or not making any demand on the Borrower or
                  exercising or refraining from exercising its rights under any
                  other Security Interest or Guarantee in respect of the
                  Guaranteed Moneys or any rights, powers or remedies against
                  the Borrower;

         (e)      the extinguishment, unenforceability, failure, loss, release,
                  discharge, abandonment or transfer either in whole or in part
                  and either with or without consideration of the Loan Facility
                  Agreement or of any other Security Interest or Guarantee in
                  respect of the Guaranteed Moneys now or in the future held by
                  the Lender from the Borrower or by the taking of or failure
                  to take any such Security Interest or Guarantee;



                                      37


         (f)      the failure or omission by the Borrower or the Lender to give
                  notice to the Guarantor of any default by the Borrower under
                  the Loan Facility Agreement or of any of the foregoing;

         (g)      the Lender obtaining a judgment against the Borrower for the
                  payment of any of the Guaranteed Moneys; or

         (h)      any legal limitation, disability, incapacity or other
                  circumstances related to the Borrower,

         (i)      whether with or without the consent of the Guarantor.

2.3      Independent obligation

         This Clause 2 shall be an independent obligation and shall not be
         treated as ancillary or collateral to any other right or obligation.

2.4      No marshalling

         The Lender shall not be under any obligation to marshall or
         appropriate in favour of the Guarantor or to exercise, apply or
         recover any Security Interest or Guarantee (including without
         limitation this Agreement) now or in the future held by it or any of
         the funds or assets that it may be entitled to receive or have a claim
         upon.

2.5      No competition

         Until the Guaranteed Moneys have been irrevocably paid and discharged
         in full, the Guarantor:

         (a)      shall not be entitled on any grounds whatsoever:

                  (i)      to claim the benefit of any Security Interest or
                           Guarantee now or in the future held by the Lender
                           for the payment of all or part of the Guaranteed
                           Moneys;

                  (ii)     to make a claim or enforce a right (including a
                           Security Interest) against the Borrower; or

                  (iii)    either directly or indirectly to prove in, claim or
                           receive the benefit of any distribution, dividend or
                           payment arising out of or relating to the
                           Liquidation of the Borrower, and the receipt of any
                           distribution, dividend or other payment by the
                           Lender out of or relating to such Liquidation shall
                           not prejudice the right of the Lender to recover the
                           Guaranteed Moneys from the Borrower and the
                           Guarantor provided that the aggregate of the amounts
                           so received or recovered does not exceed the amount
                           of the Guaranteed Moneys; and

         (b)      waives its rights to be subrogated to the Lender.



                                      38


2.6      Suspense account

         In the event of the Liquidation of the Borrower, and until the Lender
         has been paid in full in respect of the Guaranteed Moneys, the Lender:

         (a)      may prove for all moneys which the Guarantor shall have paid
                  under this Clause for the account of the Lender in relation
                  to the Borrower; and

         (b)      shall retain and carry into a suspense account and
                  appropriate in payment of the Guaranteed Moneys any dividends
                  received in the Liquidation of the Borrower and all other
                  moneys received in respect of the Guaranteed Moneys
                  including, without limitation, those received under this
                  Clause),

         and any amount received by the Lender in excess of the Guaranteed
         Moneys shall be repaid to the Guarantor.

2.7      Rescission of payment

         Whenever, during the currency of this Agreement, a claim that all or
         part of any payment by the Borrower under the Loan Facility Agreement
         or by the Guarantor under this Agreement is void or voidable is upheld
         by a court of competent jurisdiction or is conceded by the Lender in
         its reasonable discretion and in respect thereof the Lender has
         demanded payment from the Borrower and the Borrower has failed to pay
         by the due date;

         (a)      the Lender shall upon written demand to the Guarantor become
                  entitled against the Guarantor to all rights in respect of
                  those moneys as it would have had if all or that part of the
                  payment as is upheld or conceded to be void or voidable had
                  not taken place;

         (b)      the Guarantor shall forthwith take such reasonable steps
                  including signing such documents as may be necessary to
                  restore to the Lender any rights held by it under this
                  Agreement in respect of those moneys immediately prior to
                  such void or voidable payment; and

         (c)      in addition to the other moneys recoverable by it from the
                  Guarantor under this Agreement, the Lender shall be entitled
                  to recover from the Guarantor all reasonable costs and
                  expenses whatsoever (including legal costs and expenses)
                  reasonably incurred by it in relation to any proceedings
                  relating to any such claim.

2.8      Variation

         This guarantee shall extend to cover the Loan Facility Agreement as
         amended, varied, extended, replaced, novated or assigned:

         (a)      in respect of the parties, principal amount (including,
                  without limitation, an increase in the limit or maximum
                  principal amount), interest rate, term, representations and
                  warranties, undertakings or events of default, if with the
                  prior written consent of the Guarantor; and

         (b)      in any other case, whether with or without the consent of the
                  Guarantor.



                                      39


2.9      Continuing guarantee

         This Agreement:

         (a)      shall be a continuing guarantee and indemnity and shall
                  remain in full force and effect until the Guaranteed Moneys
                  have been paid in full; and

         (b)      shall not be considered as wholly or partially discharged by
                  the payment at any time of any of the Guaranteed Moneys or by
                  any settlement of account in respect of the Guaranteed Moneys
                  until the Guaranteed Moneys have been paid in full; and

         (c)      shall be reinstated if at any time any payment to the Lender
                  by the Borrower under the Loan Facility Agreement or by the
                  Guarantor under this Agreement is rescinded or must otherwise
                  be returned, in whole or in part, upon the insolvency,
                  bankruptcy or reorganisation of the Borrower or the Guarantor
                  or otherwise, all as though such payment had not been made.

2.10     Indemnity against avoidance of Guaranteed Moneys

         (a)      If any of the Guaranteed Moneys (or any moneys which, if
                  recoverable from the Borrower under the Loan Facility
                  Agreement, would have formed part of the Guaranteed Moneys)
                  are irrecoverable from the Borrower and those moneys are not
                  recoverable from the Guarantor by the Lender on the footing
                  of this Agreement, then and in each such case:

                  (i)      the Guarantor as a separate and additional liability
                           shall indemnify the Lender in respect of those
                           moneys;

                  (ii)     the Guarantor shall pay for the account of the
                           Lender, immediately following written demand for
                           such payment by the Lender, a sum equal to the
                           amount of those moneys; and

                  (iii)    for the purposes of this indemnity this Clause shall
                           be construed as if those moneys were recoverable.

         (b)      Paragraph (a) applies to any of the Guaranteed Moneys (or any
                  moneys which, if recoverable from the Borrower under the
                  terms of the Loan Facility Agreement, would have formed part
                  of the Guaranteed Moneys) which are irrecoverable from the
                  Borrower:

                  (i)      whether by reason of any legal limitation,
                           disability or incapacity of or affecting the
                           Borrower;

                  (ii)     whether or not any of the relevant matters or facts
                           were or ought to have been within the knowledge of
                           the Lender;

                  (iii)    whether the transactions or any of them relating to
                           those moneys were void or illegal or have been
                           subsequently avoided; and

                  (iv)     whether by reason of any other fact or circumstance
                           whatsoever other than delay or default by the
                           Lender.



                                      40


2.11     Judgment

         Any judgment against the Borrower in respect of the Loan Facility
         Agreement shall be conclusive as against the Guarantor, subject to any
         appeal.

2.12     Lender's obligations

         The Lender agrees to perform its obligations under the Loan Facility
         Agreement in respect of the Guarantor provided that nothing in this
         Clause affects the obligations of the Guarantor under this Agreement,
         including, without limitation, its unconditional obligations under
         Clause 2.1.

2.13     Certificate

         A certificate signed by an Authorised Officer of the Lender and
         delivered by the Lender to the Guarantor certifying the amount due
         from the Borrower under the Loan Facility Agreement as at the date of
         that certificate shall be prima facie evidence of the amount due from
         the Borrower thereunder as at that date.

3        REPRESENTATIONS AND WARRANTIES

3.1      Representations and warranties

         The Guarantor makes the following representations and warranties for
         the benefit of the Lender.

         (a)      (Status): It is a corporation validly existing under the
                  Corporations Act 2001 of Australia.

         (b)      (Corporate power): It has the corporate power to enter into
                  and perform its obligations under this Agreement and to carry
                  out the transactions contemplated by this Agreement.

         (c)      (Corporate authorisations): It has taken all necessary
                  corporate action to authorise the entry into and performance
                  of this Agreement and the transactions contemplated by this
                  Agreement.

         (d)      (Agreement binding): This Agreement constitutes its valid and
                  binding obligation enforceable in accordance with its terms,
                  subject to applicable bankruptcy, insolvency, liquidation or
                  similar laws of general application and equitable principles
                  and remedies.

         (e)      (Transactions permitted): Neither the execution and
                  performance by it of this Agreement nor any transaction
                  contemplated by or under this Agreement will violate in any
                  respect any provision of:

                  (i)      any law or treaty or any judgment, ruling, order or
                           decree of any Governmental Agency binding on it;

                  (ii)     its constitution; or

                  (iii)    any other document or agreement which is binding
                           upon it or its assets,



                                      41


                  and, except as may be provided by this Agreement, to its
                  knowledge and belief, did not and will not result in:

                  (iv)     the creation or imposition of any Security Interest
                           on any of its assets under any of the foregoing
                           which would have a Material Adverse Effect; or

                  (v)      the acceleration of any obligation or cancellation
                           of any right of it with respect to any Financial
                           Indebtedness, or anything which constitutes (or
                           which, with the giving of notice and/or lapse of
                           time would constitute) an event of default under any
                           agreement relating to Financial Indebtedness, in
                           each case to an extent which would have a Material
                           Adverse Effect.

         (f)      (Accounts):

                  (i)      Its most recent audited accounts and the notes
                           thereto give a true and fair view of its state of
                           affairs and results as at the date and for the
                           period to which they relate;

                  (ii)     Those accounts have been prepared in accordance with
                           accounting principles and practices generally
                           accepted in Australia, consistently applied, except
                           to the extent of departures disclosed in those
                           accounts and notes thereto or in the auditor's
                           report attached to those accounts.

         (g)      (No litigation): Subject to matters disclosed in its accounts
                  and the notes thereto and information in press releases
                  issued or notifications given to any stock exchange by the
                  Borrower or the Guarantor and any other information notified
                  in writing to the Lender by the Borrower or the Guarantor
                  from time to time, no litigation, arbitration, tax claim,
                  dispute or administrative proceeding is presently current or
                  pending or, to its knowledge, threatened, which, if adversely
                  determined, would have a Material Adverse Effect.

         (h)      (No default): It is not in default for non-payment (subject
                  to any grace period, waiver or any indulgence whatsoever) of
                  any Financial Indebtedness in an amount in excess of
                  US$20,000,000 (or an equivalent amount in another currency)
                  under any document or agreement binding on it or it is
                  contesting in good faith its liability for such Financial
                  Indebtedness and to its knowledge nothing has occurred which
                  is or would with the giving of notice and/or lapse of time
                  constitute an event of default under any such document or
                  agreement in circumstances where such default for non-payment
                  or occurrence, as the case may be, would have a Material
                  Adverse Effect.

         (i)      (Authorisations): All Authorisations, if any, obtainable and
                  required in connection with the execution, delivery or
                  performance by it and the validity and enforceability of this
                  Agreement and the transactions contemplated by this Agreement
                  have been obtained or effected and are in full force and
                  effect.

         (j)      (Subsidiary): The Borrower is a Subsidiary of the Guarantor.



                                      42


         (k)      (Material adverse changes): Since the date of its latest
                  audited accounts there has been no change in its state of
                  affairs and results which would have a Material Adverse
                  Effect.

3.2      Deemed Repeated

         Each of the representations and warranties contained in this Clause
         shall be deemed to be repeated by the Guarantor at the date of any
         Drawdown Notice or Selection Notice by reference to the facts and
         circumstances then subsisting.

4        UNDERTAKINGS

4.1      General undertakings

         The Guarantor undertakes to the Lender as follows, except to the
         extent that the Lender otherwise consents in writing:

         (a)      (Corporate reporting and information): It will furnish to the
                  Lender:

                  (i)      (annual accounts): as soon as practicable (and in
                           any event not later than 120 days) after the close
                           of each of its financial years copies of its audited
                           consolidated and unconsolidated statement of
                           financial position and statement of financial
                           performance;

                  (ii)     (semi-annual accounts): as soon as practicable (and
                           in any event not later than 90 days) after the first
                           half of each of its financial years a copy of its
                           unaudited accounts in respect of that half year as
                           delivered to the Australian Stock Exchange; and

                  (iii)    (other information): such other information (other
                           than information which in its reasonable opinion it
                           requires to keep confidential) in relation to its
                           financial condition or business as the Lender may
                           reasonably request.

         (b)      (Accounting principles): It will ensure that each statement
                  of financial position and statement of financial performance
                  furnished by it to the Lender under paragraph (a)(i) shall:

                  (i)      be prepared in accordance with accounting principles
                           and practices generally accepted in Australia
                           consistently applied except to the extent of
                           departures disclosed in those accounts or in the
                           auditor's report attached to those accounts; and

                  (ii)     give a true and fair view of its state of affairs
                           and results as at the date and for the period to
                           which they relate.

         (c)      (Authorisations): It will use all reasonable endeavours to
                  ensure that all Authorisations obtainable and required for
                  the validity, enforceability and performance of its
                  obligations under this Agreement are obtained and maintained
                  in full force and effect.



                                      43


         (d)      (Notice to Lender): It will give notice to the Lender as soon
                  as it becomes aware of the occurrence of any Event of
                  Default.

         (e)      (Negative pledge): It will not create, permit or suffer to
                  exist, without the prior consent of the Lender, which consent
                  shall not be unreasonably withheld or delayed, any Security
                  Interest over all or any of its assets if the aggregate
                  amount from time to time outstanding thereunder represents,
                  more than ten per cent (10%) of the value of its total assets
                  (as disclosed in its latest audited accounts), disregarding:

                  (i)      liens arising by operation of law in the ordinary
                           course of business;

                  (ii)     any Security Interest existing at the time of
                           acquisition on any asset acquired by it after the
                           date of this Agreement and not created in
                           contemplation of the acquisition provided that there
                           is no increase in the amount of the principal moneys
                           secured by that Security Interest;

                  (iii)    any Security Interest created on any asset or group
                           of associated assets acquired by it at arms' length
                           from an unrelated party or developed by it after the
                           date of this Agreement:

                           (A)      for the sole purpose of financing or
                                    refinancing that acquisition or
                                    development; and

                           (B)      securing principal moneys not exceeding one
                                    hundred per cent (100%) of the cost of that
                                    acquisition or development;

                  (iv)     any Security Interest on an asset in substitution
                           for an existing Security Interest on that asset in
                           connection with the refinancing of the borrowed
                           money secured on that asset provided there is no
                           increase in the amount of the principal moneys
                           secured by that Security Interest;

                  (v)      any Security Interest in the nature of a project
                           cross-charge to secure only the performance of its
                           obligations to the other joint venturers in the
                           project;

                  (vi)     any Security Interest existing at the date of this
                           Agreement provided there is no increase in the
                           amount of the principal moneys secured by that
                           Security Interest;

                  (vii)    any rights by way of reservation or retention of
                           title which are required by the supplier of any
                           property to the Guarantor in the ordinary course of
                           business;

                  (viii)   any rights of set-off arising in the ordinary course
                           of business or by operation of law;

                  (ix)     any lien in respect of judgment debt against the
                           Guarantor provided that stay of execution in respect
                           thereof has been obtained or adequate reserves have
                           been provided in respect thereof;



                                      44


                  (x)      any Security Interest which the Guarantor is
                           required to create by any applicable law or is
                           required or considers it necessary or expedient to
                           create to obtain any governmental or regulatory
                           consent, approval, authority, licence, permission or
                           exemption; and

                  (xi)     any statutory charge in favour of any Governmental
                           Agency,

                  and without in any such case at the same time extending to
                  the Lender equally and rateably, the same such Security
                  Interest (or its equivalent as the Lender shall reasonably
                  require).

         (f)      (Corporate existence): It will do all things necessary to
                  maintain its corporate existence.

         (g)      (Pari Passu): It will ensure that its obligations under this
                  Agreement rank and will continue to rank at least pari passu
                  with all its other unsecured and unsubordinated obligations,
                  other than obligations preferred by operation of law.

4.2      Term of undertakings

         Each undertaking in this Clause shall continue from the date of this
         Agreement until the Guaranteed Moneys are fully and finally repaid.

5        CURRENCY INDEMNITY

         Whenever:

         (a)      any amount payable by the Guarantor under or in respect of
                  this Agreement is received or recovered by the Lender in a
                  currency (the "Payment Currency") other than US$ for any
                  reason (including without limitation as a result of any
                  judgment or order or the liquidation of the Guarantor or any
                  proof or claim in connection with that liquidation); and

         (b)      the amount actually received by the Lender in accordance with
                  its normal practice by converting the Payment Currency into
                  US$ is less than the relevant amount of US$,

         then the Guarantor shall, as an independent obligation, indemnify the
         Lender on demand against the deficiency.

6        SET OFF

6.1      If the Guarantor fails to pay following a demand in accordance with
         Clause 2.1 of this Agreement, the Guarantor authorises the Lender (but
         without obligation on the part of the Lender) to apply any credit
         balance in any currency (whether or not matured) in any of its
         accounts with any branch of the Lender in or towards satisfaction of
         the amount due and payable by it to the Lender under that clause and
         the Lender shall promptly notify the Guarantor of the details of any
         such set-off.

6.2      The Lender may effect such currency exchanges as are appropriate to
         implement such set-off.



                                      45


7        WAIVERS, REMEDIES CUMULATIVE

7.1      No failure to exercise and no delay in exercising any right, power or
         remedy under this Agreement by the Lender or the Guarantor shall
         operate as a waiver, nor shall any single or partial exercise of any
         right, power or remedy preclude any other or further exercise of that
         or any other right, power or remedy.

7.2      The rights, powers and remedies provided to the Lender and to the
         Guarantor in this Agreement are cumulative and not exclusive of any
         rights, powers or remedies provided by law.

8        SEVERABILITY OF PROVISIONS

         Any provision of this Agreement which is prohibited or unenforceable
         in any jurisdiction shall, as to that jurisdiction, be ineffective to
         the extent of that prohibition or unenforceability but that shall not
         invalidate the remaining provisions of this Agreement or affect that
         provision in any other jurisdiction.

9        SURVIVAL OF REPRESENTATIONS AND INDEMNITIES

9.1      All representations and warranties in this Agreement shall survive the
         execution and delivery of this Agreement.

9.2      Each indemnity in this Agreement shall:

         (a)      be a continuing obligation;

         (b)      constitute a separate and independent obligation of the party
                  giving the indemnity from its other obligations under this
                  Agreement; and

         (c)      survive termination of this Agreement.

10       MORATORIUM LEGISLATION

         To the full extent permitted by law, all legislation which at any time
         directly or indirectly:

         (a)      lessens or otherwise varies or affects in favour of the
                  Guarantor any obligation under this Agreement; or

         (b)      delays or otherwise prevents or prejudicially affects the
                  exercise by the Lender of any right, power or remedy
                  conferred by this Agreement,

         is negatived and excluded from this Agreement.

11       TAXATION

11.1     Additional Payments

         Whenever the Guarantor is required by law to make a deduction or
         withholding in respect of Tax from any payment to be made under this
         Agreement, then it shall:



                                      46


         (a)      promptly pay the amount deducted or withheld on the date that
                  Tax is due to be paid to the appropriate Governmental Agency;

         (b)      if requested by the Lender, within twenty Business Days of
                  that request deliver to the Lender official receipts, if any,
                  received by the Guarantor or other documentation of the
                  Guarantor evidencing payment of that amount; and

         (c)      if and to the extent that such Tax is not an Excluded Tax,
                  pay the Lender such additional amounts as necessary to ensure
                  that the Lender receives when due a net amount (after payment
                  of any Taxes in respect of such additional amounts) in US$
                  equal to the full amount which it would have received had a
                  deduction or withholding not been made;

         provided however that if the Guarantor is required, or is likely to be
         required, to make payment to the Lender pursuant to paragraph (c), the
         Lender and the Guarantor shall negotiate in good faith with a view to
         determining whether there is any action which may be taken to avoid or
         minimise the Guarantor's obligation to make such deduction in such
         manner as will not increase the cost to the Lender.

11.2     Tax Credits

         If the Guarantor is required by law to pay any additional amount
         pursuant to Clause 11.1 and the Lender in its reasonable opinion, is
         able to apply for or otherwise to take advantage of any offsetting tax
         credit, rebate or other similar tax benefit arising out of or in
         connection with the deduction or withholding giving rise to the
         obligation to pay such additional amount, the Lender will give notice
         thereof to the Guarantor and the Lender shall take such steps as it
         may in its reasonable discretion determine to obtain that credit,
         rebate or benefit and will, upon receipt thereof, reimburse to the
         Guarantor the amount of that credit, rebate or benefit as it in its
         reasonable opinion determines is allocable to that deduction or
         withholding. Nothing in this Clause shall require the Lender to
         disclose to the Guarantor any information regarding its tax affairs.

12       ASSIGNMENTS

12.1     Assignment by Guarantor

         The Guarantor shall not assign or transfer all or any of its rights or
         obligations under this Agreement without the prior written consent of
         the Lender.

12.2     Assignment by Lender

         The Lender at any time may assign or transfer all or any of its rights
         or obligations under this Agreement to a Related Body Corporate with
         the prior written consent of the Guarantor, which consent shall not be
         unreasonably withheld or delayed, or, subject to the Lender notifying
         the Guarantor prior to any approach to a potential assignee or
         transferee, to another bank or financial institution with the prior
         written consent of the Guarantor, but any such assignment or transfer
         will not release the Lender from any obligations or liabilities under
         this Agreement or the Loan Facility Agreement arising prior to the
         date of such assignment or transfer.



                                      47


12.3     Disclosure

         The Lender may with the prior consent of the Guarantor (which shall
         not unreasonably be withheld or delayed) disclose to a proposed
         assignee, or transferee or sub-participant information relating to the
         Guarantor or furnished in connection with this Agreement provided that
         the Lender procures that any such person shall have first delivered to
         the Borrower and the Guarantor a confidentiality undertaking in form
         and substance reasonably acceptable to the Borrower and the Guarantor,
         provided further that the provisions in this Clause 12.3 shall not
         apply to any information in the public domain, otherwise than as a
         result of a breach by the Lender of this Clause 12.3.

12.4     No increased costs

         Notwithstanding anything to the contrary in this Agreement, if the
         Lender assigns or transfers its rights or obligations under this
         Agreement, neither the Guarantor nor the Borrower shall be required to
         pay any increase in the aggregate amount of costs, Taxes, fees or
         charges which is a direct or indirect consequence of the assignment or
         transfer, including, without limitation, any stamp duty or other Taxes
         referred to in Clause 22 (Stamp Duties) of the Loan Facility
         Agreement.

13       NOTICES

         All notices, notifications, requests, demands, consents, approvals,
         agreements or other communications to or by a party to this Agreement
         shall:

         (a)      be in writing addressed to the recipient as follows or as
                  otherwise notified to the sender:

                  (i)      if to the Lender, at

                           [***]


                           United States of America

                           Attention:       [***]

                           Facsimile:       [***]

                  (ii)     if to the Guarantor, at

                           CSR Limited
                           Level 6
                           9 Help Street
                           Chatswood   NSW   2067
                           AUSTRALIA

                           Attention:       The Treasurer
                           Facsimile:       (61 2) 9235 8125

         (b)      be signed by an Authorised Officer of the sender; and



                                      48


         (c)      be deemed to be duly given or made:

                  (i)      (in the case of delivery in person or by post) when
                           delivered to the recipient at such address; or

                  (ii)     (in the case of facsimile transmission) on receipt
                           by the sender of the OK transmission report showing
                           the correct number of pages as having been
                           transmitted,

                  but if such delivery or receipt is later than 5.00 pm (local
                  time) on a day on which business is generally carried on in
                  the place to which such communication is sent, it shall be
                  deemed to have been given or made at the commencement of
                  business on the next such day in that place.

14       AUTHORISED OFFICERS

         In absence of written notice to the contrary, each party authorises
         the other to rely on a certificate by any person purporting to be a
         director, principal executive officer, secretary, assistant secretary,
         general manager corporate strategy, treasurer or attorney of the
         Guarantor or by any person purporting to be a director or secretary of
         the Lender as to the identity and signatures of its Authorised
         Officers and warrants that those persons have been authorised to give
         notices and communications under or in connection with this Agreement.

15       GOVERNING LAW AND JURISDICTION

         This Agreement shall be governed by the laws of New South Wales and
         each of the Lender and the Guarantor submits to the non-exclusive
         jurisdiction of its courts.

16       COUNTERPARTS

         This Agreement may be executed in any number of counterparts. All of
         such counterparts taken together shall be deemed to constitute the one
         instrument. Exchange by facsimile or executed counterparts thereof
         shall be effective for all purposes.

17       AMENDMENTS

         This Agreement may not be amended varied or modified in any respect
         except by written instrument signed by each party.

18       GOODS AND SERVICES TAX

         If GST applies to any supply made under or in connection with this
         Agreement the supplier may, subject to providing a valid tax invoice
         identifying the GST on each component of the goods and/or services
         and/or things supplied, adjust the amount payable for the goods and/or
         services and/or things to recover from the recipient an additional
         amount on account of GST, such amount not to exceed the amount of the
         supplier's liability for GST in respect of the goods and/or services
         and/or things supplied and to be recoverable from the recipient at the
         same time as the amount payable for the goods and/or services and/or
         things.



                                      49


IN WITNESS the parties have executed this Agreement.

SIGNED by CSR LIMITED               CSR LIMITED by its Attorneys who
by its Attorneys:                   respectively state that at the date of
                                    their execution hereof they have had no
                                    notice of the revocation of the Power of
and                                 Attorney dated 9 September, 1999
                                    Registered No. 229 Book 4253 under the
                                    authority of which they have executed
in my presence                      this instrument


- ----------------------------------  -------------------------------------------
Witness                             Attorney


                                    -------------------------------------------
                                    Attorney

SIGNED for and on behalf of [***]
by its duly authorised signatory
in the presence of:


                                    -------------------------------------------
                                    Authorised Signatory


- ----------------------------------
Witness



                                      50


                                   ANNEXURE E

                       OPINION OF ALLENS ARTHUR ROBINSON

[date]

To       [***]

Dear



CSR GUARANTEE

We have acted for [***] in connection with the CSR Guarantee dated [ ]
between CSR Limited (the GUARANTOR) and [***] (the GUARANTEE).

Definitions in the Guarantee apply in this opinion but DOCUMENT means a
document listed in paragraph 1(a), (b) or (c) below and RELEVANT JURISDICTION
means the Commonwealth of Australia or New South Wales.

No assumption or qualification in this opinion limits any other assumption or
qualification in it.

1.       DOCUMENTS

         We have examined the following documents:

         (a)      an executed counterpart dated [ ] of the Guarantee;

         (b)      a certified copy of the constitution of the Guarantor; and

         (c)      executed powers of attorney in connection with the execution
                  of the Guarantee by the Guarantor.

2.       ASSUMPTIONS

         For the purposes of giving this opinion we have assumed the following.

         (a)      The authenticity of all seals and signatures and of any duty
                  stamp or marking.

         (b)      The completeness, and the conformity to original instruments,
                  of all copies submitted to us, and that any document (other
                  than a Document) or Authorisation submitted to us continues
                  in full force and effect.

         (c)      The Documents are within the capacity and powers of, and have
                  been validly authorised, executed and delivered by and are
                  binding on, the parties to them other than the Guarantor.

         (d)      The Guarantor enters each Document to which it is a party and
                  carries out the transactions contemplated in the Documents
                  for its benefit and for the purposes of its business.



                                      51


         (e)      No entity has engaged or will engage in misleading or
                  unconscionable conduct or is or will be involved in or a
                  party to any relevant transaction or any associated activity
                  in a manner or for a purpose not evident on the face of the
                  Documents which might render the Documents or any relevant
                  transaction or associated activity in breach of law, void or
                  voidable.

         (f)      Each Document will be duly stamped in each jurisdiction where
                  stamp duty is payable.

3.       QUALIFICATIONS

         Our opinion is subject to the following qualifications.

         (a)      We express no opinion as to any laws other than the laws of
                  each Relevant Jurisdiction as in force at the date of this
                  opinion.

         (b)      Our opinion that an obligation or document is enforceable
                  means that the obligation or document is of a type and form
                  which courts in the Relevant Jurisdictions enforce. It does
                  not mean that the obligation or document can necessarily be
                  enforced in accordance with its terms in all circumstances.
                  In particular:

                  (i)      equitable remedies, such as injunction and specific
                           performance, are discretionary; and

                  (ii)     the enforceability of an obligation, document or
                           Security Interest may be affected by statutes of
                           limitation, by estoppel, waiver and similar
                           principles, by the doctrine of frustration, by laws
                           concerning insolvency, bankruptcy, liquidation,
                           administration, enforcement of Security Interests or
                           reorganisation, or by other laws generally affecting
                           creditors' or counterparties' rights or duties.

         (c)      We have relied on a search of public records of the
                  Australian Securities and Investments Commission on [***]. We
                  note that records disclosed by such search may not be
                  complete or up to date.

         (d)      We have relied on the assumptions specified in s129 of the
                  Corporations Act 2001 and note that you may do so unless you
                  knew or suspected that the assumption was incorrect.

         (e)      Any provision that certain calculations, determinations or
                  certificates will be conclusive and binding will not apply if
                  those calculations, determinations or certificates are
                  fraudulent or manifestly inaccurate.



                                      52


         (f)      Any clause providing for severability may not be enforceable
                  in accordance with its terms, as a court may reserve to
                  itself a decision as to whether any provision is severable.

         (g)      The obligation of a party under a Document to pay interest on
                  overdue amounts at a rate higher than the rate applying
                  before the amount fell due may be held to constitute a
                  penalty and be unenforceable.

         (h)      We express no opinion on any provision in any Document
                  requiring written amendments and waivers insofar as it
                  suggests that oral or other modifications, amendments or
                  waivers could not be effectively agreed on or granted between
                  or by the parties.

         (i)      The courts might not give full effect to an indemnity for
                  legal costs or for penalties on Taxes.

         (j)      A judgment by a court may be given in some cases only in
                  Australian dollars.

         (k)      Purported waivers of statutory rights or agreements not to
                  sue or agreements to agree or negotiate or consult may not be
                  enforceable.

4.       OPINION

         Based on the assumptions and subject to the qualifications set out
         above we are of the following opinion.

         (a)      The Guarantor is incorporated in Australia.

         (b)      The Guarantor has the corporate power to enter into and
                  perform its obligations under the Guarantee.

         (c)      The execution, delivery and performance by the Guarantor of
                  the Guarantee did not and will not violate in any respect any
                  existing provision of:

                  (i)      any law of any Relevant Jurisdiction; or

                  (ii)     its constitution.

         (d)      The Guarantee constitutes legal, valid and binding
                  obligations of the Guarantor enforceable in competent courts
                  of the Relevant Jurisdictions.

         (e)      All Authorisations under the laws of any Relevant
                  Jurisdiction now obtainable and required in connection with
                  the execution, delivery, performance, validity or
                  enforceability of the Guarantee have been obtained or
                  effected and are in full force and effect.

         (f)      No stamp or registration or similar taxes or charges are
                  payable under the laws of any Relevant Jurisdiction in
                  connection with the execution, delivery,



                                      53


                  performance and enforcement of the Guarantee or any
                  transaction contemplated by them other than nominal duty and
                  debits tax.

         (g)      It is not necessary under the laws of any Relevant
                  Jurisdiction to file, register or record the Guarantee.

         This opinion is addressed to you for your sole benefit. It is not to
         be relied on by any other person or for any other purpose. It is not
         to be quoted or referred to in any public document or filed with or
         disclosed to any Government Agency or other person other than:

         (a)      to the extent required by law or an official directive;

         (b)      in connection with any litigation relating to a Document or
                  this opinion; or

         (c)      with our consent, which we will not withhold unreasonably.


Yours faithfully

EX-99.9(D)(2)

                                                                  EXHIBIT (d)(2)

                     [KIEWIT MATERIALS COMPANY LETTERHEAD]


                                January 10, 2002


VIA FACSIMILE
Mr. David Clarke
President
Rinker Materials Corporation
1501 Belevedere Road
West Palm Beach, Florida 33406

Dear Mr. Clarke:

         Rinker Materials Corporation ("you") has advised us of your interest
in exploring a possible transaction (a "Transaction") involving you and Kiewit
Materials Company and its subsidiaries (collectively, the "Company"). In
connection with your analysis of a Transaction with the Company, you have
requested and/or may request certain oral and written non-public information
concerning the Company which may be supplied to you by officers, directors,
employees and/or advisors or representatives of the Company. Such information,
whether furnished before or after the date hereof, regardless of the manner in
which it is furnished, together with all memoranda, notes, analyses,
compilations, studies or other documents prepared by you or your
Representatives which reflect or are generated from such information are
collectively referred to in this Agreement as "Information". As a condition to
being furnished with Information, you agree (and agree to cause your directors,
officers, employees, advisors and representatives (collectively,
"Representatives")) to treat the Information in accordance with the following:

         1.       The Information will be used solely for the purposes of
evaluating a Transaction between the Company and you and will not be used in
any way, directly or indirectly, detrimental to the Company. Unless and until
you have completed a Transaction with the Company pursuant to a definitive
agreement (the "Transaction Agreement'), such Information will be kept
confidential by you; provided, however, that you may disclose the Information
or portions thereof to those of your Representatives who need to know such
Information for the sole purpose of evaluating a possible Transaction with the
Company (it being understood that you will inform those Representatives of the
confidential nature of the Information and the possible Transaction and direct
them not to disclose the Information to any other person). You agree to be
responsible for any breach of this Agreement by your Representatives. You
further agree not to contact any of the directors, officers or employees of the
Company concerning this Transaction, but rather to direct all of your
communications to Mr. James Goodwin, Director, Kiewit Materials Company, 152
West 57th Street, 45th Floor, New York, NY 10019, telephone (212) 373-0890,
facsimile (212) 373-0891, until the Company specifically authorizes you to do
otherwise.





         If you are requested or required (by oral questions, interrogatories,
requests for information or documents, subpoenas, civil investigative demands
or similar processes) to disclose any Information supplied to you in the course
of your dealings with the Company or its representatives, you will, if legally
permitted, (i) provide the Company with prompt notice of such request(s) and
the documents requested so that the Company may seek an appropriate protective
order and/or waive your compliance with the provisions of this Agreement, and
(ii) consult with the Company as to the advisability of the Company taking
legally available steps to resist or narrow such request. If in the absence of
a protective order or the receipt of a waiver hereunder you are nonetheless, in
the opinion of your legal counsel, compelled to disclose Information concerning
the Company, you may disclose such Information without liability hereunder;
provided, however, that you shall give the Company written notice of such
Information as far in advance of its disclosure as is practicable and shall use
reasonable efforts to obtain, to the greatest extent practicable, an order or
other reliable assurance that confidential treatment will be accorded to such
Information required to be disclosed or produced.

         2.       The term "Information" does not include any information which
(i) is or hereafter becomes generally available to and known by the public
(other than as a result of an unauthorized disclosure directly or indirectly by
you or your Representatives), (ii) is or becomes available to you on a
non-confidential basis from a source other than the Company or its
representatives, provided that such source is not at the time of such
disclosure bound by a confidentiality agreement with or other obligation of
secrecy to the Company, or (iii) has already been or is hereafter independently
acquired or developed by you without using Information or violating any
confidentiality agreement with, or other obligation of secrecy to, the Company.

         3.       If the Company so requests, then you will return promptly to
the Company all copies, extracts or other reproductions in whole or in part of
the Information furnished by or on behalf of the Company in your possession or
in the possession of your Representatives and you will destroy all copies of
any memoranda, notes, analyses, compilations, studies or other documents
prepared by you or for your use based on, containing, or reflecting any
Information. Such destruction shall, if requested, be certified in writing to
the Company by an authorized officer supervising such destruction.

         4.       Without the prior written consent of the Company, you will
not, and will direct your Representatives not to, disclose to any person either
the fact that any investigations, discussions or negotiations are taking place
concerning a possible Transaction between the Company and you, or that you have
requested or received Information from the Company, or any of the terms,
conditions or other facts with respect to any such possible Transaction,
including the status thereof. The term "person" as used throughout this
Agreement will be interpreted broadly to include, without limitation, any
corporation, company, partnership, entity, association or individual.

         5.       You understand and acknowledge that the Company is not making
any representation or warranty, express or implied, as to the accuracy or
completeness of the Information, and neither the Company nor any of its
directors, officers, employees, stockholders, representatives or agents will
have any liability to you or any other person resulting from your


                                       2



use of the Information. Only those representations or warranties that are made
to you in a definitive Transaction Agreement when, as, and if it is executed,
and subject to such limitations and restrictions as may be specified in such
Transaction Agreement, will have any legal effect.

         6.       You agree that for a period of two (2) years from the date of
this Agreement you will not, directly or indirectly, solicit any employee of
the Company for the purpose of hiring such person as an employee or a
consultant. It is understood that this provision does not preclude you from
hiring a Company employee who responds to a general public advertisement for
employment.

         7.       You agree that for a period of two (2) years from the date of
this Agreement, unless you have been specifically invited in writing by the
Company's Board of Directors, neither you nor any of your affiliates or
Representatives will in any manner, either directly or indirectly, (a) effect
or seek, offer or propose (whether publicly or otherwise) to effect, cause or
participate in, or in any way assist any other person to effect or seek, offer
or propose (whether publicly or otherwise) to effect, cause or participate in
(i) any acquisition of any securities (or beneficial ownership thereof) or
assets of the Company; (ii) any tender or exchange offer, merger or other
business combination involving the Company; (iii) any recapitalization,
restructuring, liquidation, dissolution or other extraordinary transaction with
respect to the Company; or (iv) any "solicitation" of "proxies" (as such terms
are used in the proxy rules of the Securities and Exchange Commission) or
consents to vote any voting securities of the Company; (b) form, join or in any
way participate in a "group" (as defined under the Securities Exchange Act of
1934) with respect to any matter set forth in this paragraph; (c) otherwise
act, alone or in concert with others, to seek to control or influence the
management, Board of Directors, or policies of the Company; (d) take any action
which might force the Company to make a public announcement regarding any of
the types of matters set forth in clause (a) above; or (e) make any public
announcement, or disclose any intention, plan or arrangement with respect to
the foregoing, or enter into any discussions or arrangements with any third
party with respect to any of the foregoing. You also agree that during such two
(2) year period you will not, directly or indirectly, request that the Company
(or its directors, officers, employees, or agents) amend or waive any provision
of this paragraph.

         8.       You understand and agree that unless and until a Transaction
Agreement has been executed and delivered, no contract or agreement providing
for a Transaction with the Company shall be deemed to exist between you and the
Company, and neither the Company nor you will be under any legal obligation of
any kind whatsoever with respect to such Transaction by virtue of this or any
written or oral expression thereof, except, in the case of this Agreement, for
the matters specifically agreed to herein. For purposes of this Agreement, the
term "Transaction Agreement" does not include any executed letter of intent or
any other preliminary written agreement, nor does it include any written or
verbal acceptance of an offer or bid made by you.

         9.       You agree that money damages would not be sufficient remedy
for any breach of this Agreement by you or your Representatives and that the
Company shall be entitled to equitable relief, including injunction and
specific performance, in the event of any breach of the provisions of this
Agreement, in addition to all other remedies available to the Company at law or
in equity. You also further agree that service of any process, summons, notice
or document by


                                       3



U.S. registered mail to your address set forth above shall be effective service
of process for any action, suit or proceedings brought against you in any
court.

         10.      You further understand and agree that: (i) the Company shall
be free to conduct the process for a Transaction as the Company in its sole
discretion shall determine (including, without limitation, negotiating with any
other person and entering into a definitive agreement without prior notice to
you or any other person); (ii) the Company shall have the right to decline to
furnish further Information and to terminate discussions and negotiations with
you at any time; (iii) any of the procedures relating to a Transaction may be
changed at any time without notice to you or any other person; (iv) the Company
shall have the right to reject or accept any potential proposal, offer or
participant therein, for any reason whatsoever, in its sole discretion; and (v)
neither you nor any of your Representatives shall have any claim whatsoever
against the Company or its Representatives arising out of or relating to a
Transaction (other than those as against the parties to a definitive agreement
with you in accordance with the terms thereof). The exercise by the Company of
these rights shall not affect the enforceability of any provision of this
Agreement.

         11.      This Agreement is for the benefit of the Company and will be
governed and construed in accordance with the laws of the State of Nebraska
without regard to conflict of laws principles. Any action brought in connection
with this Agreement shall be brought in the federal or state courts located in
Omaha, Nebraska, and the parties hereto hereby irrevocably consent to the
jurisdiction of such courts.

         12.      You hereby acknowledge that you are aware, and that you will
advise your Representatives, that the United States securities laws prohibit
any person who has received material, non-public information concerning certain
matters which are the subject of this Agreement from purchasing or selling
securities of the Company or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.

         13.      It is further understood and agreed that no failure or delay
by the Company in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof, or the exercise of any right,
power or privilege under this Agreement. All modifications of, waivers of and
amendments to this Agreement must be in writing and signed by you and the
Company.


                                       4



         If you agree with the foregoing, please sign this letter and return
one executed copy, which will constitute our agreement with respect to the
subject matter of this letter.


                                    Very truly yours,

                                    KIEWIT MATERIALS COMPANY


                                    By:  /s/ Christopher J. Murphy
                                       ----------------------------------------
                                       Christopher J. Murphy, President


CONFIRMED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:

RINKER MATERIALS CORPORATION

By:  /s/ Peter W. Trimble
   ------------------------------------------

Name:  Peter W. Trimble
     ----------------------------------------

Title: Vice President, Strategy & Development
      ---------------------------------------


                                       5