LENDLEASE GROUP - M&A Activity 2009

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ASX ANNOUNCEMENT

28 September 2009

PROPOSAL FOR LEND LEASE CORPORATION TO ACQUIRE LEND LEASE PRIMELIFE GROUP

The Board of Lend Lease Primelife ( LLP ) today has announced that Lend Lease Primelife Limited and the Lend Lease Prime Life Trust (together LLP) have entered into a Scheme Implementation Agreement ( SIA ) with Lend Lease Corporation Limited ( LLC ) under which LLC proposes to acquire all the stapled securities in LLP that it does not already own ( LLP Securities ) for a cash price of A$0.31 per LLP Security (the Proposal ).

The Proposal is to be implemented by way of a Court approved scheme of arrangement and a concurrent trust scheme ( Schemes ). LLP Securityholders will be asked to vote on the Proposal at Scheme Meetings that are expected to be held in December 2009 ( Scheme Meetings ). The Proposal is subject to a number of conditions as set out in the SIA including LLP Securityholder and Court approval, regulatory approvals, a Material Adverse Change and financial markets dislocation condition and other conditions that are typical for a transaction of this nature.

A conformed copy of the SIA accompanies this announcement.

The Independent Directors of LLP (Mr Andrew Love, Mr Ian Crow and Mr Gary Symons) ( Independent Directors ) unanimously recommend the Proposal in the absence of a superior proposal and subject to the Independent Expert concluding the Proposal is in the best interests of LLP Securityholders. The Independent Directors have appointed independent financial and legal advisors to assist them in considering the Proposal.

Mr Andrew Love, Chairman of LLP, commented:

“LLP continues to make progress in improving its business to take account of the current and likely future economic circumstances and to meet its obligations to the LLP group financiers. However, the Independent Directors consider the Proposal provides an opportunity for all LLP Securityholders to receive for their LLP Securities a premium to net tangible asset backing and a material premium to the recent market price.”

Mr Love also commented:

“We believe it is very important for this opportunity to be made available to our Securityholders for their consideration”.

Scheme Highlights

LLC proposes to acquire all the LLP Securities that it does not already own for a cash price of A$0.31 per LLP Security.
$0.31 per LLP Security represents a premium of:
27% over the closing price on 25 September 2009 of $0.245, being the last trading day prior to this announcement;
48.3% based on the 1 month volume weighted average price ( VWAP ) of 20.9 cents

Lend Lease Primelife Group comprising Lend Lease Primelife Limited ACN 010 622 901 Lend Lease Villages Responsible Entity Limited ACN 099 064 141 as responsible entity of the Lend Lease Primelife Trust ARSN 124 896 733 ASX ANNOUNCEMENT PROPOSAL FOR LLC TO ACQUIRE LLP.DOC

Level 4, 111 Cecil Street or PO Box 186 South Melbourne VIC 3205 Australia Telephone +61 3 8699 3300 Facsimile +61 3 8699 3399 www.llprimelife.com

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103.9% based on the 3 month VWAP of 15.2 cents.
The Independent Directors propose to recommend that Securityholders vote in favour of the Proposal in the absence of a superior proposal and subject to the Independent Expert concluding that the Proposal is in the best interests of LLP Securityholders.
If successful, it is expected that the Proposal will be implemented, including payment of the Scheme consideration of $0.31 per LLP Security, by late December 2009.
The Independent Directors will appoint an Independent Expert to consider the Proposal and provide an opinion on whether the Proposal is in the best interests of LLP Securityholders, and fair and reasonable to, LLP Securityholders who are not associated with LLC.
Important information on the Proposal (including a copy of the Independent Expert Report) is expected to be circulated to LLP Securityholders by mid November 2009.
Implementation of the Proposal is subject to a number of conditions that are set out in the SIA accompanying this announcement, including Court and Securityholder approval.

The Independent Directors of LLP are being advised by Gilbert + Tobin and RBS Investment Banking.

ENDS

For further information contact:

Lend Lease Primelife:

Andrew Love Chairman +61 2 9286 9999

Cosway Australia:

John Frey Director +61 411 361 361

RBS Investment Banking:

Morgan Hill Director +61 411 653 954

ASX ANNOUNCEMENT PROPOSAL FOR LLC TO ACQUIRE LLP.DOC

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Scheme Implementation Agreement

Lend Lease Corporation Limited

Lend Lease Primelife Limited Lend Lease Primelife Trust

Lend Lease Villages Responsible Entity Limited as responsible entity of

Allens Arthur Robinson Level 28 Deutsche Bank Place Corner Hunter and Phillip Streets Sydney NSW 2000 Australia Tel +61 2 9230 4000 Fax +61 2 9230 5333 www.aar.com.au

Scheme Implementation

Agreement

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1.	Definitions and Interpretation	Definitions and Interpretation	1
	1.1	Definitions	1
	1.2	Interpretation	12
	1.3	Best and reasonable endeavours	13
2.	Agreement to proceed with Schemes		13
	2.1	LLP to propose Scheme	13
	2.2	LLC to assist	13
3.	Conditions Precedent and Pre-Implementation Steps		14
	3.1	Conditions Precedent	14
	3.2	Benefit and waiver of Conditions Precedent	15
	3.3	Best endeavours and co-operation	16
	3.4	Notifications	16
	3.5	Failure of Conditions Precedent	16
	3.6	Conditions of Regulatory Approvals	17
	3.7	Fulfillment of Conditions Precedent	17
4.	Scheme and Scheme Consideration		17
	4.1	Outline of Scheme	17
	4.2	Scheme Consideration	18
5.	Steps for Implementation		18
	5.1	LLP's obligations in respect of the Scheme	18
	5.2	Appeal process	21
	5.3	LLC's obligations in respect of the Scheme	22
	5.4	Preparation of Scheme Booklet	23
6.	Conduct of Business and Requests for Access		25
	6.1	Conduct of LLP business	25
	6.2	LLC Covenants	25
	6.3	Access to information and co-operation	25
	6.4	No Regulated Events	26
7.	LLP Board Recommendations and Intentions		26
	7.1	LLP Board recommendation	26
	7.2	Independent Director intentions	27
8.	Public Announcements, Communications and Confidentiality		28
	8.1	Required announcements	28
	8.2	Agreement on other Communications	28
	8.3	Disclosure on termination of this Agreement	28
	8.4	Confidentiality Deed	29
9.	Representations and Warranties		29
	9.1	LLC representations and warranties	29
	9.2	LLP representations and warranties	29
	9.3	Reliance by parties	31

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	9.4	Notifications	31
	9.5	Status of representations and warranties	31
10.	Exclusivity		32
	10.1	No shop restriction	32
	10.2	No talk restriction	32
	10.3	No due diligence	32
	10.4	Notification by LLP	33
	10.5	Normal provision of information	34
	10.6	Acknowledgement	34
11.	Termination		34
	11.1	Termination by either party	34
	11.2	Termination by LLC	35
	11.3	Termination by LLP	35
	11.4	Effect of termination	35
12.	Damages		35
13.	GST		36
	13.1	Definitions	36
	13.2	GST to be added to amounts payable	36
	13.3	Liability net of GST	36
	13.4	Cost exclusive of GST	37
	13.5	GST obligations to survive termination	37
14.	Miscellaneous		37
	14.1	Notices	37
	14.2	No waiver	38
	14.3	Remedies cumulative	38
	14.4	Entire agreement	38
	14.5	Amendment	38
	14.6	Assignment	38
	14.7	No merger	38
	14.8	Further assurances	38
	14.9	Costs and stamp duty	38
	14.10	Severability of provisions	39
	14.11	Governing law and jurisdiction	39
	14.12	Counterparts	39
Schedule 1			40
	Timetable		40
Schedule 2			41
	Responsibility Statement		41
Schedule 3			42
	LLP Closing Certificate		42
Schedule 4			43
	LLC Closing Certificate		43

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Annexure A	45
Share Scheme	45
Annexure B	46
LLC Deed Poll	46

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Scheme Implementation Agreement

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Date	2009 Lend Lease Corporation Limited(ACN 000 226 228) of 30 The Bond, 30 Hickson Road, Millers Point NSW 2000 (*LLC). Lend Lease Primelife Limited(ACN 010 622 901) of Level 4, 111 Cecil Street, South Melbourne VIC 3205 (LLPL). Lend Lease Villages Responsible Entity Limited(ACN 099 064 141) (LLVRE) as responsible entity ofLend Lease Primelife Trust(ARSN 124 896 733) of Level 4, 111 Cecil Street, South Melbourne VIC 3205 (LLPT*). LLC, through BidCo, proposes to acquire all of the Scheme Securities pursuant to the Schemes. LLP has agreed to propose the Schemes to the LLP Securityholders and to issue the Scheme Booklets to the LLP Securityholders, and LLC and LLP have agreed to implement the Schemes, upon and subject to the terms and conditions of this Agreement.
Parties
1. 2. 3. Recitals
A B

It is agreed as follows.

1. Definitions and Interpretation

1.1 Definitions

The following definitions apply unless the context requires otherwise.

Adviser means, in relation to an entity, a financier, financial adviser, corporate adviser, legal adviser, or technical or other expert adviser or consultant who provides advisory services in a professional capacity to the market in general and who has been engaged by that entity.

Agreed Public Announcements means the public announcements to be made by each of LLC and LLP in the form agreed by those parties.

Announcement Date means:

(a) the date on which this Agreement is executed; or
(b) if this Agreement is executed on a day that is not a Trading Day, the first Trading Day immediately following the day of execution.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or, as the context requires, the financial market known as the Australian Securities Exchange operated by it.

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ASX Listing Rules means the official listing rules of ASX.

Bank Waiver Process means the process (described in the LLP ASX announcement dated 18 September 2009) of LLP obtaining a waiver from its financiers in respect of a breach by LLPL of an interest coverage covenant under its finance facilities and the documents and transactions entered into by LLP, BidCo and others in connection with that waiver process or satisfying any conditions of the waiver.

BidCo means a Wholly-Owned Subsidiary of LLC nominated by LLC, being Lend Lease Capital Services Pty Limited (ACN 000 001 114).

Business Day means any day that is each of the following:

(a) a Business Day within the meaning given in the ASX Listing Rules; and
(b) a day that banks are open for business in Sydney, New South Wales.

Communications means all forms of communications, whether written, oral, in electronic format or otherwise, and whether direct or indirect via agents or Representatives.

Competing Proposal means any expression of interest, proposal, offer, transaction or arrangement (other than the Transaction) by or with any person pursuant to which, if the expression of interest, proposal, offer, transaction or arrangement is entered into or completed substantially in accordance with its terms:

(a) a Third Party will (other than as custodian, nominee or bare trustee):
(i) acquire an interest in, or a Relevant Interest in, or become the holder of, 20% or more of the shares in any LLP Group Member;
(ii) directly or indirectly acquire, obtain a right to acquire, or otherwise obtain an economic interest in all, or a substantial part of, the assets or business of any LLP Group Member;
(iii) otherwise acquire control (within the meaning of section 50AA of the Corporations Act) of any LLP Group Member; or
(iv) otherwise directly or indirectly acquire, merge or amalgamate with, or acquire a significant shareholding or economic interest in, any LLP Group Member or in all or a substantial part of their respective assets or business, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, share buy-back or repurchase, sale or purchase of assets, joint venture, reverse takeover, dual-listed company structure, recapitalisation, establishment of a new holding company for the LLP Group or other synthetic merger or any other transaction or arrangement; or
(b) LLP would be required to abandon or otherwise fail to proceed with the Schemes or the Transaction, by whatever means,

provided that any acquisition by a third party of all, or a substantial part of, the assets or business of any LLP Group Member that has been the subject of a recommendation from the Manager (whether made before or after the date of this Agreement) does not constitute a Competing Proposal.

Conditions Precedent means the conditions precedent set out in clause 3.1.

Confidentiality Deed means the agreement of that name between LLC and LLP.

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Control has the meaning given in section 50AA of the Corporations Act.

Controlled Entity means, in relation to an entity, another entity which is a Subsidiary of it, or which is Controlled by it.

Corporations Act means the Corporations Act 2001 (Cth).

Court means the Supreme Court of New South Wales or such other court of competent jurisdiction as LLC and LLP may agree in writing.

Effective means:

(a) in relation to the Share Scheme, the coming into effect, pursuant to section 411(10) of the Corporations Act, of the orders of the Court under section 411(4)(b) (and, if applicable, section 411(6)) of the Corporations Act in relation to the Share Scheme; and
(b) in relation to the Trust Scheme, the coming into effect, pursuant to section 601GC(2) of the Corporations Act of the Supplemental Deed.

Effective Date means the date on which all Scheme have become Effective.

End Date means 31 January 2010, or such later date as LLC and LLP may agree in writing.

Exclusivity Period means the period commencing on the date of this Agreement and ending on the earlier of:

(a) the termination of this Agreement in accordance with its terms;
(b) the Implementation Date; and
(c) the End Date.

First Court Date means the first day of hearing of an application made to the Court by LLP for orders, pursuant to section 411(1) of the Corporations Act, convening the Share Scheme Meeting and for the grant of the First Judicial Advice or, if the hearing of such application is adjourned for any reason, means the first day of the adjourned hearing.

First Judicial Advice means confirmation from the Court under section 63 of the Trustee Act 1925 (NSW) that LLVRE would be justified in convening the Trust Scheme Meeting and proceeding on the basis that amending the Trust Constitution as set out in the Supplemental Deed would be within the powers of alteration conferred by the Trust Constitution and section 601GC of the Corporations Act.

Governmental Agency means any government or representative of a government or any governmental, semi-governmental, administrative, fiscal, regulatory or judicial body, department, commission, authority, tribunal, agency, competition authority or entity and includes any minister (including, for the avoidance of doubt, the Commonwealth Treasurer), ASIC, ASX and any regulatory organisation established under statute or any stock exchange.

Guidance Note 15 means Guidance Note 15: Listed Trusts and Managed Investment Scheme Mergers issued by the Takeovers Panel of Australia.

Implementation Date means the date that is 4 Business Days after the Record Date, or such other date as LLP and LLC may agree in writing or as may be required by ASX.

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Independent Board Committee means the independent board committee comprising the nonexecutive directors of the LLP Boards which is established in accordance with the Participation Protocols.

Independent Expert means an independent expert to be engaged by LLP to prepare the Independent Expert's Report and express an opinion on the Schemes.

Independent Expert's Report means the report from the Independent Expert commissioned by LLP for inclusion in the Scheme Booklet, which includes a statement by the Independent Expert on whether, in its opinion:

(a) the Share Scheme is in the best interests of LLP Shareholders; and
(b) the terms of the Trust Scheme are fair and reasonable for LLP Unitholders (other than a member of the LLC Group that holds LLP Securities),

and includes any update of that report by the Independent Expert.

Judicial Advice means the First Judicial Advice and the Second Judicial Advice.

LLC Board means the board of directors of LLC.

LLC Closing Certificate means a certificate to be given by LLC in the form of Schedule 4.

LLC Deed Poll means the deed poll to be executed by LLC and BidCo in favour of the Scheme Participants in relation to the acquisition by LLC (or BidCo) of the Scheme Participants' Scheme Securities, in the form of annexure B or in such other form as LLP determines with the consent of LLC (such consent not to be unreasonably withheld or delayed).

LLC Director means a director of LLC.

LLC Disclosed Information means all information (in whatever form) provided by LLC or any of its Representatives to LLP or any of its Representatives in connection with the Scheme or relating to the LLC Group’s past, present or future operations, affairs, business and/or strategic plans, whether provided before or after entry into this Agreement.

LLC Group means LLC and its Related Bodies Corporate.

LLC Provided Information means all information regarding the LLC Group and the Merged Group that is provided by or on behalf of LLC to LLP or any of its Representatives to enable the Scheme Booklet to be prepared and completed in accordance with clause 5.1 (and that is specifically identified as such by LLC or any of its Representatives), and any updates to that information provided by or on behalf of LLC to LLP or any its Representatives in accordance with clause 5.3(h).

LLC Securities means LLP Securities held by any person on behalf of, or for the benefit of, LLC.

LLP means each of LLPL and LLVRE (in its capacity as responsible entity of LLPT).

LLP Board means the board of directors of LLPL and LLVRE (in its capacity as responsible entity of LLPT).

LLP Closing Certificate means a certificate to be given by LLP in the form of Schedule 3.

LLP Director means a director on a LLP Board.

LLP Disclosed Information means all information (in whatever form) provided by LLP and its Representatives to LLC and its Representatives (including the Manager) in connection with the Scheme or relating to the LLP Group’s past, present or future operations, affairs, business and/or

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strategic plans, whether provided before or after entry into this Agreement and whether provided for the purpose of facilitating LLC's due diligence investigations in relation to the LLP Group, the management of the LLP Group or otherwise (including information provided by way of access to data rooms, site visits, management presentations, and interviews and discussions with or other access to the LLP Group's external auditors and Advisers).

LLP Entity means each of LLPL and LLPT (acting through LLVRE in its capacity as responsible entity of LLPT).

LLP Group means each of LLPL and LLPT (acting through LLVRE in its capacity as responsible entity of LLPT) and their Controlled Entities and LLP Group Member means any member of that group.

LLP Material Adverse Change means any event, occurrence or matter that individually or when aggregated with all such events, occurrences or matters has had or is reasonably likely to have an adverse effect on the business, assets, liabilities, operations, financial or trading position or performance of the LLP Group (taken as a whole) and:

(a) that adverse effect is material when compared to the LLP Group's position as at the date of this Agreement; or
(b) that adverse effect is such as would cause a reasonable person in the position of LLC not to proceed with the Schemes on the terms and subject to the conditions of this Agreement,

other than an event, occurrence or matter:

(c) required to be undertaken or procured by LLP pursuant to the Transaction Documents;
(d) which LLC and LLP agree is not a LLP Material Adverse Change; or
(e) to the extent that event, occurrence or matter was known to LLC or any member of the LLC Group prior to the date of this Agreement.

LLP Provided Information means all information included in the Scheme Booklet, and any updates to that information prepared by or on behalf of LLP in accordance with clause 5.1(l), other than:

(a) the LLC Provided Information and any information solely derived from, or prepared solely in reliance on, the LLC Provided Information; and
(b) the Independent Expert’s Report.

LLP Register means the register of members of LLP (including LLPL and LLPT) maintained by or on behalf of LLP in accordance with section 168(1) of the Corporations Act.

LLP Regulated Event means the occurrence of any of the following events:

(a) any LLP Group Securities are converted into a larger or smaller number of securities;
(b) a LLP Group Member's capital is reduced or resolved to be reduced in any way;
(c) a LLP Group Member:
(i) enters into a buy-back agreement; or
(ii) resolves to approve the terms of a buy-back agreement under the Corporations Act;

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(d) a LLP Group Member issues securities, or grants an option over or to subscribe for securities, or agrees to make such an issue or grant such an option, other than to a LLP Entity or its Wholly-Owned Subsidiary or pursuant to an obligation that exists at the date of this Agreement and has been disclosed in writing to LLC;
(e) a LLP Group Member issues, or agrees to issue, convertible notes or any other security or instrument convertible into shares, other than to a LLP Entity or its Wholly-Owned Subsidiary;
(f) a LLP Group Member issues, or agrees to issue, or grants an option to subscribe for, debentures (as defined in section 9 of the Corporations Act), other than to a LLP Entity or its Wholly-Owned Subsidiary;
(g) a LLP Group Member agrees to pay, declares, pays or makes, or incurs a liability to pay or make, a dividend, distribution of income, profits, assets or capital, other than where the recipient is a LLP Entity or its Wholly-Owned Subsidiary;
(h) a LLP Group Member makes any change to its constitution or other constituent documents;
(i) a LLP Group Member disposes, or agrees to dispose, of securities in any LLP Group Member;
(j) a LLP Group Member:
(i) acquires, leases or disposes of;
(ii) agrees to acquire, lease or dispose of; or
(iii) offers, proposes or announces a bid or tenders for,
any entity, business or assets, other than:
(iv) trading inventories and consumables in the ordinary and usual course of business; or
(v) as legally committed in any contract fairly disclosed to LLC or otherwise known by the Manager in the LLP Disclosed Information before the date of this Agreement,

where the value of such entity, business or assets, or the amount involved in the relevant transaction, exceeds $5 million (either individually or, in the case of related businesses or classes of assets or a series of related transactions, collectively);

(k) a LLP Group Member creates, or agrees to create, any mortgage charge, lien or other encumbrance over the whole, or a substantial part, of its business or assets other than in the ordinary course of its business;
(l) other than as legally committed in any contract fairly disclosed to LLC in the LLP Disclosed Information before the date of this Agreement (or otherwise known by the Manager), a LLP Group Member enters into any contract or commitment (or any series of related contracts or commitments) that:
(i) is for a period of 12 months or more; or
(ii) requires or may result in expenditure by LLP (either alone or together with any LLP Group Member) of $500,000 or more in any year,

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or a LLP Group Member undertakes capital expenditure in excess of $500,000;

(m) a LLP Group Member incurs any financial indebtedness or issues any indebtedness or debt securities, other than in the ordinary course of business or pursuant to advances under its credit facilities in existence as at the date of this Agreement where the funds drawn pursuant to those advances are used in the ordinary course of business or in connection with a purpose that is contemplated and permitted in paragraph (j) of this definition;
(n) a LLP Group Member makes any loans, advances or capital contributions to, or investments in, any other person, other than to or in a LLP Entity or its Wholly Owned Subsidiary in the ordinary course of business, or otherwise in the ordinary course of business;
(o) a LLP Group Member:
(i) pays any bonus to any Officer of a LLP Group Member;
(ii) increases the remuneration or compensation of any Officer of a LLP Group Member other than in accordance with LLP's normal salary review procedure conducted in good faith and in the ordinary and usual course of business on the basis of principles consistent with those applied for LLP's normal salary review procedure;
(iii) grants to any Officer of a LLP Group Member any increase in severance or termination pay or superannuation entitlements; or
(iv) makes or agrees to make any material change to the terms of, or waives any claims or rights under, or waives the benefit of any provisions of, any contract of employment with any executive of a LLP Group Member;
(p) a LLP Group Member:
(i) changes the terms of any Material Contract;
(ii) pays, discharges or satisfies any claims, liabilities or obligations under any Material Contract other than the payment, discharge or satisfaction consistent with past practice and in accordance with its terms; or
(iii) waives any material claims or rights under, or waives the benefit of any provision of, any Material Contract,

where the consequences of such action are material to any LLP Group Member;

(q) a material LLP Group Member resolves that it be wound up or an application or order is made for the winding up or dissolution of a material LLP Group Member other than where the application or order (as the case may be) is set aside within 14 days;
(r) a material LLP Group Member liquidator or provisional liquidator of a material LLP Group Member is appointed;
(s) a court makes an order for the winding up of a material LLP Group Member;
(t) an administrator of a material LLP Group Member is appointed under the Corporations Act;
(u) a material LLP Group Member ceases, or threatens to cease, to carry on business;

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(v) a material LLP Group Member executes a deed of company arrangement;
(w) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of a material LLP Group Member;
(x) a material LLP Group Member is deregistered as a company or otherwise dissolved; or
(y) a material LLP Group Member is or becomes unable to pay its debts when they fall due,

provided that a LLP Regulated Event will not include a matter:

(z) that is done in the ordinary course of business (including for the avoidance of doubt and without limitation entering into residential leases) and consistent with past practice;
(aa) that is required to be undertaken or procured by LLP pursuant to, or otherwise as contemplated by, the Transaction Documents;
(bb) that is required to be undertaken pursuant to a resolution of the LLP Board prior to the date of this Agreement;
(cc) that is required to be undertaken pursuant to a resolution of the LLP Board after the date of this Agreement where such Board resolution was passed following a recommendation from the Manager in relation to that matter;
(dd) that is required to be undertaken in accordance with any banking arrangements to which a LLP Group Member is a party, including without limitation the Bank Waiver Process;
(ee) to the extent that LLC has provided its prior written consent, such consent not to be unreasonably withheld or delayed; or
(ff) that is agreed to, undertaken or procured by the Manager in its capacity as manager under the Management Agreements.

LLP Security means a LLP Share stapled to a LLP Unit.

LLP Securityholder means a person who is registered in the LLP Registers as a holder of LLP Securities.

LLP Share means a fully paid ordinary share issued in the capital of LLPL.

LLP Shareholder means a person who is registered in the register of members of LLPL as the holder of a LLP Share.

LLP Unit means a unit on issue in LLPT.

LLP Unitholder means a holder of a LLP Unit.

LLVM means Lend Lease Village Management Pty Limited (ACN 004 515 977).

Management Agreements means:

(a) the Management Agreement between LLVM and LLPL dated 26 July 2007 (as amended); and
(b) the Management Agreement between LLVM and LLVRE as responsible entity of LLPT dated 26 July 2007 (as amended).

Manager means LLVM in its capacity as the manger of each of LLPL and the assets of LLPT under the Management Agreements.

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Market Disruption Event means a sustained materially adverse dislocation to the Australian or international financial markets due to acts of terrorism, political unrest, natural calamities or international economic or financial crisis.

Material Contract means any agreement, arrangement or understanding to which any LLP Group Member is party that:

(a) is for a period of 12 months or more;
(b) requires or may result in expenditure by any LLP Group Member (either alone or together with any other LLP Group Member) of $500,000 or more in any year; or
(c) is otherwise material to the business or operations of any LLP Group Member.

Merged Group means LLC and its Related Bodies Corporate, immediately after implementation of the Transaction.

Notice of Meeting means the notice convening the Scheme Meetings, together with the proxy form for the Scheme Meetings.

Officer means, in relation to an entity, any of its directors, officers and employees.

Participation Protocols means the transaction protocol adopted by the LLP Board for the purpose of considering, assessing and implementing the Transaction.

Record Date means 7pm on the date that is 5 Business Days after the Effective Date, or such other date as may be agreed in writing between LLC and LLP or as may be required by ASX.

Regulatory Approval means:

(a) any approval, consent, authorisation, registration, filing, lodgment, permit, franchise, agreement, notarisation, certificate, permission, licence, direction, declaration, authority, waiver, modification or exemption from, by or with a Governmental Agency; or
(b) in relation to anything that would be fully or partly prohibited or restricted by law if a Governmental Agency intervened or acted in any way within a specified period after lodgment, filing, registration or notification, the expiry of that period without intervention or action.

Related Body Corporate has the meaning given in the Corporations Act.

Relevant Interest has the meaning given in sections 608 and 609 of the Corporations Act.

Representative means, in relation to a person:

(a) a Related Body Corporate of the person; or
(b) an Officer of the person or any of the person's Related Bodies Corporate; or
(c) an Adviser to the person or any of the person's Related Bodies Corporate.

Responsibility Statement means a statement that is included in the Scheme Booklet in the form set out in Schedule 2 or in such other form as the parties reasonably agree.

Schemes means the Share Scheme and the Trust Scheme.

Scheme Booklet means the explanatory memorandum to be prepared in respect of the Schemes in accordance with the terms of this Agreement and to be despatched by LLP to LLP Securityholders,

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including the Independent Expert's Report, the Share Scheme, the LLC Deed Poll and the Notice of Meeting.

Scheme Consideration means the consideration to be provided to Scheme Participants under the terms of the Schemes for the transfer to BidCo of their Scheme Securities.

Scheme Meeting means each of the Share Scheme Meeting and the Trust Scheme Meeting.

Scheme Participant means each person who is a LLP Securityholder on the Record Date (other than BidCo).

Scheme Resolutions means the Share Scheme Resolution and the Trust Scheme Resolution.

Scheme Securities means the LLP Securities on issue as at the Record Date (other than those LLP Securities held by BidCo).

Second Court Date means the first day of hearing of an application made to the Court by LLP for orders pursuant to section 411(4)(b) of the Corporations Act approving the Share Scheme and for the Second Judicial Advice or, if the hearing of such application is adjourned for any reason, means the first day of the adjourned hearing.

Second Judicial Advice means confirmation from the Court under section 63 of the Trustee Act 1925 (NSW) that, subject to LLP Unitholders passing the Trust Scheme Resolutions, LLVRE would be justified in acting upon the Trust Scheme Resolutions in doing all things and taking all necessary steps to put the Trust Scheme into effect.

Share Scheme means a scheme of arrangement under Part 5.1 of the Corporations Act between LLPL and LLP Shareholders substantially in the form of annexure A, or in such other form as LLP determines with the consent of LLC (such consent not to be unreasonably withheld or delayed).

Share Scheme Meeting means the meeting of LLP Shareholders to be ordered by the Court to be convened under section 411(1) of the Corporations Act in relation to the Share Scheme, and includes any adjournment of that meeting.

Share Scheme Resolution means the resolution to be put to LLP Shareholders to approve the Share Scheme (such resolution to be put to LLP Shareholders at the Share Scheme Meeting and that, to be passed, must be approved by the requisite majorities of LLP Shareholders under section 411(4)(a)(ii) of the Corporations Act).

Subsidiary has the meaning given in the Corporations Act.

Superior Proposal means a bona fide Competing Proposal that the Independent Board Committee determines, acting in good faith and in order to satisfy what the Independent Board Committee considers to be their fiduciary or statutory duties (and after having taken advice from its financial and legal advisers):

(a) is capable of being valued and completed, taking into account all aspects of the Competing Proposal; and
(b) would, if completed substantially in accordance with its terms, be more favourable to the LLP Shareholders than the Transaction, taking into account all the terms and conditions of the Competing Proposal,

after taking into account a qualitative assessment of the identity, reputation and financial standing of the party making the Competing Proposal.

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Supplemental Deed means a deed poll pursuant to which LLVRE (in its capacity as responsible entity of LLPT) will amend the Trust Constitution, to be executed by LLVRE in such form as LLP determines with the consent of LLC (such consent not to be unreasonably withheld or delayed).

Third Party means any of the following:

(a) a person other than any member of the LLC Group; or
(b) a consortium, partnership, limited partnership, syndicate or other group in which no member of the LLC Group (except LLVRE in its capacity as responsible entity of LLPT) has agreed in writing to be a participant.

Timetable means the indicative timetable in relation to the Schemes set out in schedule 1, or such other indicative timetable as LLC and LLP may agree in writing or as may be required by ASX.

Trading Day has the meaning given in the ASX Listing Rules.

Transaction means the proposed transaction pursuant to which BidCo will acquire all of the Scheme Securities under the Schemes, in consideration for the provision of the Scheme Consideration.

Transaction Documents means:

(a) this Agreement;
(b) the Share Scheme;
(c) the Supplemental Deed; and
(d) the LLC Deed Poll.

Trust Constitution means the deed poll establishing LLPT, as amended from time to time.

Trust Scheme means the arrangement, in accordance with Guidance Note 15, under which BidCo acquires all of the LLP Units held by Scheme Participants, that is facilitated by amendments to the Trust Constitution as set out in the Supplemental Deed, subject to the Trust Scheme Resolutions being approved by the requisite majorities of LLP Unitholders.

Trust Scheme Meeting means the meeting of LLP Unitholders that is convened to consider resolutions to approve the Trust Scheme.

Trust Scheme Resolutions means resolutions of the LLP Unitholders to approve the Trust Scheme, including:

(a) an ordinary resolution for the purpose of item 7 of section 611 of the Corporations Act to approve the acquisition by LLC or a Related Body Corporate of LLC of all of the LLP Units held by Scheme Participants;
(b) a special resolution for the purpose of section 601GC(1) of the Corporation Act to approve the amendments to the Trust Constitution as set out in the Supplemental Deed and to authorise LLVRE to execute and lodge with ASIC the Supplemental Deed to give effect to those amendments; and
(c) an ordinary resolution approving, for all purposes, the steps required to implement the Schemes.

Wholly-Owned Subsidiary means, in relation to a party, a body corporate, all of the issued shares of which are or will be directly or indirectly owned by that party.

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1.2 Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

(a) The singular includes the plural and conversely.
(b) A gender includes all genders.
(c) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
(d) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
(e) A reference to a clause, schedule or annexure is a reference to a clause of, or schedule or annexure to, this Agreement.
(f) A reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other agreement or document.
(g) A reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns.
(h) A reference to legislation or to a provision of legislation includes a modification or re enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
(i) A reference to $ is to the lawful currency of Australia.
(j) Words and phrases not specifically defined in this Agreement have the same meanings (if any) given to them in the Corporations Act.
(k) A reference to time is a reference to time in Sydney, New South Wales.
(l) If the day on which any act, matter or thing is to be done is a day other than a Business Day, such act, matter or thing must be done on the immediately succeeding Business Day.
(m) The meaning of general words is not limited by specific examples introduced by including , or for example , or similar expressions.
(n) A reference to a liability incurred by any person includes any liability of that person arising from or in connection with any obligation (including indemnities and all other obligations owed as principal or guarantor) whether liquidated or not, whether present, prospective or contingent and whether owed, incurred or imposed by or to or on account of or for the account of that person alone, severally or jointly or jointly and severally with any other person.
(o) A reference to a loss incurred by any person includes any loss, liability, damage, cost, charge or expense that the person pays, incurs or is liable for and any other diminution of value of any description that the person suffers, including all liabilities on account of taxes or duties, all interest, penalties, fines and other amounts payable to third parties and all reasonable legal expenses and other expenses in connection with investigating or defending any claim, action, demand or proceeding, whether or not resulting in any liability, and all amounts paid in settlement of any such claims.

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(p) Nothing in this Agreement is to be interpreted against a party solely on the ground that the party put forward this Agreement or a relevant part of it.

1.3 Best and reasonable endeavours

Any provision of this Agreement that requires a party to use best endeavours, or reasonable endeavours, or to take all steps reasonably necessary, to procure that something is performed or occurs, requires that party to do so as soon as is reasonably practicable, but does not include any obligation:

(a) to pay any significant sum of money or to provide any significant financial compensation, valuable consideration or any other incentive to or for the benefit of any person, except for payment of any applicable fee for the lodgement or filing of any relevant application with any Governmental Agency or fees to any professional advisers; or
(b) to commence any legal action or proceeding against any person, to procure that that thing is done or happens,

except where that provision expressly specifies otherwise.

2. Agreement to proceed with Schemes

2.1 LLP to propose Scheme

(a) LLPL agrees to propose and implement the Share Scheme upon and subject to the terms and conditions of this Agreement, and to use all reasonable endeavours to do so as soon as is reasonably practicable and otherwise in accordance with the Timetable.
(b) LLVRE, in its capacity as responsible entity of LLPT, agrees to propose and implement the Trust Scheme upon and subject to the terms and conditions of this Agreement, and to use all reasonable endeavours to do so as soon as is reasonably practicable and otherwise in accordance with the Timetable.

2.2 LLC to assist

LLC agrees to assist LLP to implement the Schemes upon and subject to the terms and conditions of this Agreement, and to use all reasonable endeavours to do so as soon as is reasonably practicable and otherwise in accordance with the Timetable.

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3. Conditions Precedent and Pre-Implementation Steps

3.1 Conditions Precedent

Subject to this clause 3, the obligations of LLP under clause 5.1(p) and LLC's obligation to pay, or procure the payment of, the Scheme Consideration in accordance with the LLC Deed Poll and clause 5.3(k) are subject to the satisfaction (or waiver in accordance with clause 3.2) of each of the following Conditions Precedent:

Conditions Precedent for the benefit of LLC and LLP

(a) ( Regulatory Approvals )
(i) ( ASIC modification ) before the date of the Trust Scheme Meeting, ASIC has granted a modification of item 7 of section 611 of the Corporations Act, allowing LLP Unitholders to vote in favour of the Trust Scheme for the purpose of item 7 of section 611 of the Corporations Act or indicated in writing that such a modification is not required; and
(ii) ( Other Regulatory Approvals ) before 8:00am on the Second Court Date, all Regulatory Approvals that LLC and LLP agree within 5 Business Days of the date of this Agreement are required to implement the Transaction are granted or obtained and those Regulatory Approvals are not withdrawn, cancelled or revoked;
(b) ( Independent Expert's Report ) the Independent Expert provides the Independent Expert's Report to LLP, stating that in its opinion, the Schemes are in the best interests of LLP Securityholders and the Independent Expert does not change its conclusion that the Schemes are in the best interests of LLP Securityholders or withdraw the Independent Expert's Report by notice in writing to LLP prior to 8:00am on the Second Court Date;
(c) ( Securityholder approvals ) before 8.00am on the Second Court Date, the:
(i) Share Scheme Resolution is approved by the requisite majorities of LLP Shareholders under the Corporations Act; and
(ii) the Trust Scheme Resolutions are approved at the Trust Scheme Meeting by the requisite majorities of LLP Unitholders under the Corporations Act and in accordance with Guidance Note 15 (subject to any exemption from or modification to the provisions of the Corporations Act granted by ASIC);
(d) ( Court approval of Scheme s ) the Court approves the Share Scheme in accordance with section 411(4)(b) of the Corporations Act and the Court grants the Judicial Advice;
(e) ( execution and lodgement of the Supplemental Deed ) LLVRE (in its capacity as responsible entity of LLPT) executes the Supplemental Deed and lodges a copy of the executed Supplemental Deed with ASIC;
(f) ( no restraints ) no judgment, order, decree, statute, law, ordinance, rule or regulation, or other temporary restraining order, preliminary or permanent injunction, restraint or prohibition, entered, enacted, promulgated, enforced or issued by any court or other Governmental Agency of competent jurisdiction, remains in effect as at 8:00am on the Second Court Date that prohibits, materially restricts, makes illegal or restrains the completion of the Transaction or any Transaction Document;

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Conditions Precedent for the benefit of LLC only

(g) ( no LLP Regulated Events ) no LLP Regulated Event occurs or becomes known to LLC between the date of this Agreement and 8:00am on the Second Court Date;
(h) ( no LLP Material Adverse Change ) no LLP Material Adverse Change occurs, or is discovered, announced or disclosed or otherwise becomes known to LLC, between the date of this Agreement and 8:00am on the Second Court Date;
(i) ( no Market Disruption Event ) no Market Disruption Event occurs between the date of this Agreement and 8:00am on the Second Court Date;
(j) ( LLP Closing Certificate ) at or prior to 8.00am on the Second Court Date, LLP provides LLC with the LLP Closing Certificate; and

Conditions Precedent for the benefit of LLP only

(k) ( LLC Closing Certificate ) at or prior to 8.00am on the Second Court Date, LLC provides LLP with the LLC Closing Certificate.

3.2 Benefit and waiver of Conditions Precedent

(a) The Conditions Precedent in clauses 3.1(a) to 3.1(f) are for the benefit of each party, and (except in the cases of the Conditions Precedent in clauses 3.1(c), 3.1(d) and 3.1(e), which cannot be waived) any breach or non-fulfilment of any of those Conditions Precedent may only be waived with the written consent of both parties.
(b) The Conditions Precedent in clauses 3.1(g) to 3.1(j) are for the sole benefit of LLC, and any breach or non-fulfilment of any of those Conditions Precedent may only be waived by LLC giving its written consent.
(c) The Condition Precedent in clause 3.1(k) is for the sole benefit of LLP, and any breach or non-fulfilment of any of that Condition Precedent may only be waived by LLP giving its written consent.
(d) A party entitled to waive the breach or non-fulfilment of a Condition Precedent pursuant to this clause 3.2 may do so in its absolute discretion.
(e) If a waiver by a party of a Condition Precedent is itself expressed to be conditional and the other party accepts the conditions, the terms of the conditions apply accordingly. If the other party does not accept the conditions, the relevant Condition Precedent has not been waived.
(f) If a party waives the breach or non-fulfilment of a Condition Precedent, that waiver will not preclude it from suing the other party for any breach of this Agreement constituted by the same event that gave rise to the breach or non-fulfilment of the Condition Precedent.
(g) Waiver of a breach or non-fulfilment in respect of one Condition Precedent does not constitute:
(i) a waiver of breach or non-fulfilment of any other Condition Precedent resulting from the same events or circumstances; or
(ii) a waiver of breach or non-fulfilment of that Condition Precedent resulting from any other event or circumstance.

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3.3 Best endeavours and co-operation

Without prejudice to any other obligations of the parties under this Agreement:

(a) LLC must use its best endeavours to satisfy, or procure the satisfaction of, the Condition Precedent in clause 3.1(k);
(b) LLP must use its best endeavours to satisfy, or procure the satisfaction of, the Conditions Precedent in clauses 3.1(b), 3.1(g), 3.1(h) and 3.1(j) and, unless the Independent Board Committee changes its unanimous recommendation of the Share Scheme and the Trust Scheme, clause 3.1(c);
(c) each of LLP and LLC must use their respective best endeavours to satisfy, or procure the satisfaction of, the Conditions Precedent in clauses 3.1(a), 3.1(d), 3.1(e) and 3.1(f), to the extent that it is within their respective control; and
(d) neither party will take any action that will or is likely to hinder or prevent the satisfaction of any Condition Precedent, except to the extent that such action is required to be done or procured pursuant to, or is otherwise permitted by, the Transaction Documents, or is required by law.

3.4 Notifications

Each party must:

(a) keep the other party promptly and reasonably informed of the steps it has taken and of its progress towards satisfaction of the Conditions Precedent;
(b) promptly notify the other party in writing if it becomes aware that any Condition Precedent has been satisfied, in which case the notifying party must also provide reasonable evidence that the Condition Precedent has been satisfied; and
(c) promptly notify the other party in writing of a failure to satisfy a Condition Precedent or of any fact or circumstance that results in that Condition Precedent becoming incapable of being satisfied or that may result in that Condition Precedent not being satisfied in accordance with its terms (having regard to the obligations of the parties under clause 3.3 and the terms of clause 3.6).

3.5 Failure of Conditions Precedent

(a) If:
(i) there is a breach or non-fulfilment of a Condition Precedent that is not waived in accordance with clause 3.2 before the date specified in this Agreement for the satisfaction of that Condition Precedent; or
(ii) a Condition Precedent becomes incapable of satisfaction, having regard to the obligations of the parties under clause 3.3 and the terms of clause 3.6 (and the breach or non-fulfilment of the Condition Precedent that would otherwise occur has not already been waived in accordance with this Agreement),

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either party may serve notice on the other party, and the parties must then consult in good faith with a view to determining whether:

(iii) the Schemes or the Transaction may proceed by way of alternative means or methods;
(iv) to extend the relevant time or date for satisfaction of the Condition Precedent;
(v) to change the date of the relevant Court application to be made for orders approving the Share Scheme and for the grant of the Judicial Advice or to adjourn those applications (as applicable) to another date agreed by the parties; or
(vi) to extend the End Date.
(b) If LLC and LLP are unable to reach agreement under clauses 3.5(a)(iii), 3.5(a)(iv), 3.5(a)(v) or 3.5(a)(vi) within 5 Business Days after the delivery of the notice under that clause or any shorter period ending at 5pm on the day before the Second Court Date, either party may terminate this Agreement by notice in writing to the other party, provided that:
(i) the Condition Precedent to which the notice relates is for the benefit of that party (whether or not the Condition Precedent is also for the benefit of the other party); and
(ii) there has been no failure by that party to comply with its obligations under this Agreement, where that failure directly and materially contributed to the Condition Precedent to which the notice relates becoming incapable of satisfaction, or being breached or not fulfilled before the End Date,

in which case clause 11.4 will have effect.

3.6 Conditions of Regulatory Approvals

A Regulatory Approval will be regarded as having been obtained notwithstanding that a condition or conditions may have been attached to that Regulatory Approval, if such conditions are reasonably satisfactory to both parties.

3.7 Fulfillment of Conditions Precedent

Each party must provide to the other, by 10.00am on the Second Court Date, a certificate confirming, to the best of the first party's knowledge as at 8.00am on the Second Court Date, whether or not all of the Conditions Precedent (other than the Condition Precedent in clauses 3.1(d) and 3.1(e) have been fulfilled or waived in accordance with this Agreement. A draft of the certificate referred to in this clause must be provided by each party to the other party by 5.00pm on the day that is 2 Business Days prior to the Second Court Date.

4. Scheme and Scheme Consideration

4.1 Outline of Scheme

(a) The parties agree that LLP will propose:

(i) the Share Scheme; and

(ii) the Trust Scheme,

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upon and subject to the terms of this Agreement.

(b) Subject to both Schemes becoming Effective, on the Implementation Date the general effect of the Schemes will be as follows:
(i) all of the LLP Shares comprised in the Scheme Securities will be transferred to BidCo in accordance with the terms of the Share Scheme;
(ii) all of the LLP Units comprised in the Scheme Securities will be transferred to BidCo in accordance with the terms of the Trust Scheme; and
(iii) in consideration for the transfer to BidCo of all Scheme Securities held by the Scheme Participants, the Scheme Participants will receive the Scheme Consideration in accordance with clause 4.2 and the terms of the Schemes.

4.2 Scheme Consideration

Subject to the Schemes becoming Effective, LLC agrees in favour of LLP (in its own right and as trustee on behalf of Scheme Participants) that, in consideration of the transfer to BidCo of each Scheme Security under the Schemes, LLC will procure that BidCo accepts such transfer, and will provide or procure that BidCo provides to each Scheme Participant A$0.31 in cash for each Scheme Security held by them, in accordance with the terms of the Schemes. For the avoidance of doubt and despite anything to the contrary in this Agreement, LLC acknowledges and agrees that the deposit of the total Scheme Consideration in cleared funds into a trust account for the purposes of providing each Scheme Participant with its entitlement in cash under the Schemes must be made before the Scheme Securities are transferred to BidCo under the Schemes.

5. Steps for Implementation

5.1 LLP's obligations in respect of the Scheme

LLP must take all steps reasonably necessary to propose and implement the Schemes as soon as is reasonably practicable after the date of this Agreement and otherwise substantially in accordance with the Timetable, and in particular LLP must:

(a) ( preparation of Scheme Booklet ) as soon as reasonably practicable after the date of this Agreement, prepare the Scheme Booklet in accordance with clause 5.4;
(b) ( Independent Expert ) promptly appoint the Independent Expert and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert's Report;
(c) ( liaison with ASIC ) as soon as reasonably practicable after the date of this Agreement but no later than 14 days before the First Court Date, provide an advanced draft of the Scheme Booklet to ASIC for its review and approval for the purposes of section 411(2) of the Corporations Act, and to LLC, and (to the extent reasonably practicable) keep LLC reasonably informed of any matters raised by ASIC in relation to the draft Scheme Booklet (and of any resolution of those matters), and use its best endeavours, in co-operation with LLC, to resolve any such matters (which will include allowing LLC to participate in LLP's meetings and discussions with ASIC);

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(d) ( ASIC relief ) as soon as reasonably practicable after the date of this Agreement, apply to ASIC, or provide reasonable assistance to LLC in applying to ASIC, as applicable, for such modifications and exemptions as LLP determines are required to implement the Schemes;
(e) ( ASX waivers and confirmations ) as soon as reasonably practicable after the date of this Agreement, apply to ASX, or provide reasonable assistance to LLC in applying to ASX, as applicable, for such waivers and confirmations as LLP determines are required to implement the Schemes;
(f) ( section 411(17)(b) statement ) apply to ASIC for the production of statements in writing pursuant to section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme;
(g) ( approval of Scheme Booklet ) as soon as practicable after ASIC has confirmed that it has no objection to the Scheme or, if ASIC raises any objection to the Scheme, after that objection has been resolved, procure that a meeting of the LLP Board is convened to approve the Scheme Booklet for despatch to LLP Securityholders (and provide LLC with a copy of an extract of the applicable resolutions from the applicable minutes of meeting, as soon as practicable after those minutes have been prepared and signed), subject to the First Judicial Advice and the Court making orders under section 411(1) of the Corporations Act directing LLP to convene the Share Scheme Meeting;
(h) ( Court documents ) prepare all documents necessary for the Court proceedings (including any appeals) relating to the Schemes (including originating process, affidavits, submissions and draft minutes of Court orders) in accordance with all applicable laws, and provide LLC with drafts of those documents for review and (acting reasonably and in good faith) take into account, for the purpose of amending those drafts, any comments from LLC and its Representatives on those drafts;
(i) ( first Court hearing ) lodge all documents with the Court and take all other reasonable steps to ensure that an application is heard by the Court for orders under section 411(1) of the Corporations Act directing LLP to convene the Share Scheme Meeting and for the First Judicial Advice;
(j) ( registration of Scheme Booklet ) if the Court directs LLP to convene the Scheme Meeting, as soon as possible after such orders are made, request ASIC to register the explanatory statement included in the Scheme Booklet in relation to the Share Scheme in accordance with section 412(6) of the Corporations Act;
(k) ( Scheme Meeting ) take all reasonable steps necessary to comply with the orders of the Court, Guidance Note 15, the Trust Constitution and the Corporations Act (as applicable), including, as required, despatching the Scheme Booklet to LLP Securityholders, convening and holding the Scheme Meetings and putting the Scheme Resolutions to LLP Securityholders at the Scheme Meetings, provided that if this Agreement is terminated under clause 11 it will take all steps reasonably required to ensure the Scheme Meetings are not held;
(l) ( update Scheme Booklet ) if it becomes aware of information after the date of despatch of the Scheme Booklet, that is material for disclosure to LLP Securityholders in deciding

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whether to approve the Scheme Resolutions or that is required to be disclosed to LLP Securityholders under any applicable law, as expeditiously as practicable:

(i) inform LLP Securityholders of the information in an appropriate and timely manner, and in accordance with applicable law and after consultation with LLC as to the manner of provision of that information to LLP Securityholders; and
(ii) to the extent it is reasonably practicable to do so, provide LLC with drafts of any documents that it proposes to issue to LLP Securityholders under this clause 5.1(l) and (acting reasonably and in good faith) take into account, for the purpose of amending those drafts, any comments received in a timely manner from LLC or its Representatives on those drafts;
(m) ( Court approval ) if the Scheme Resolutions are passed by the requisite majorities of LLP Securityholders, as soon as practicable after such time apply to the Court for orders approving the Share Scheme under section 411(4) of the Corporations Act and for the Second Judicial Advice (as applicable);
(n) ( execution and lodgement of Supplemental Deed ) if the Court approves the Share Scheme and grants the Second Judicial Advice, as soon as practicable after, and in any event by no later than 4.00pm on the first Business Day after, the later of the Second Court Date and the date on which all of the Conditions Precedent (other than the Condition Precedent in clause 3.1(e)) are satisfied or waived in accordance with this Agreement, execute the Supplemental Deed and lodge with ASIC a copy of the executed Supplemental Deed;
(o) ( provide LLP Register information ) as soon as practicable after the Record Date, and in any event at least 3 Business Days before the Implementation Date, give to LLC (or as it directs) details of the names, registered addresses and holdings of LLP Securities of every Scheme Securityholder as shown in the LLP Registers as at the Record Date, in such form as LLC may reasonably require;
(p) ( implementation of the Schemes ) if the Court approves the Share Scheme and grants the Second Judicial Advice:
(i) lodge with ASIC an office copy of the orders approving the Share Scheme in accordance with section 411(10) of the Corporations Act, as soon as possible after the Court makes those orders, and in any event by no later than 4pm on the first Business Day after the date on which the Court makes those orders or such other Business Day as LLP and LLC may agree in writing;
(ii) use best endeavours to ensure that ASX suspends trading in LLP Securities with effect from the close of trading on the Effective Date;
(iii) close the LLP Registers as at the Record Date to determine the identity of Scheme Securityholders and to determine their entitlements to the Scheme Consideration in accordance with the Schemes;
(iv) promptly execute proper instruments of transfer of, and register all transfers of, the Scheme Securities to BidCo in accordance with the Schemes; and

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(v) promptly do all other things contemplated by or necessary to give effect to the Schemes and the orders of the Court approving the Share Scheme and granting the Judicial Advice and to effect the transfer of the Scheme Securities to LLC;
(q) ( information ) provide all necessary information, or have the registry of LLP provide all necessary information, to LLC about the Schemes and (subject to compliance with privacy laws) LLP Securityholders, in each case in a form reasonably requested by LLC and at least on a weekly basis, which LLC reasonably requires in order to:
(i) canvass approval of the Schemes by, or discuss the Schemes with, LLP Securityholders (including the results of directions by LLP to LLP Securityholders under Part 6C.2 of the Corporations Act); and
(ii) facilitate the provision by LLC and BidCo of the Scheme Consideration;
(r) ( representation ) allow, and not oppose, any application by LLC or BidCo for leave of the Court to be represented, or the separate representation of LLC or BidCo by counsel, at the Court hearings heard for the purposes of sections 411(1) and 411(4)(b) of the Corporations Act or the Judicial Advice (as applicable) in relation to the Schemes, provided that in making any application for representation or in appearing before the Court, LLC and BidCo act in accordance with the Transaction Documents and do not oppose any application by LLP in exercise of its rights under the Transaction Documents;
(s) ( ASX listing ) not do anything to cause the LLP Securities to cease to be listed on ASX prior to the close of business on the Effective Date;
(t) ( keep LLC informed ) from the First Court Date until the Implementation Date, promptly inform LLC if it becomes aware that the Scheme Booklet contains a statement that is or has become misleading or deceptive in a material respect or that contains a material omission;
(u) ( LLC Provided Information ) during the period until the LLC Provided Information (or any information solely derived from, or prepared solely in reliance on, the LLC Provided Information) becomes publicly available, only use that information with the prior written consent of LLC (not to be unreasonably withheld or delayed); and
(v) ( all things necessary ) do all other things contemplated by or necessary to lawfully give effect to the Schemes and the orders of the Court approving the Share Scheme and the orders of the Court granting the Judicial Advice.

5.2 Appeal process

If the Court refuses to make any orders convening the Scheme Meeting or approving the Share Scheme or to grant the Judicial Advice, LLP must appeal the Court's decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent barrister with at least 10 years' experience advises that, in his/her view, an appeal would have no reasonable prospect of success before the End Date).

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5.3 LLC's obligations in respect of the Scheme

LLC must take all steps reasonably necessary to assist LLP to propose and implement the Schemes as soon as is reasonably practicable after the date of this Agreement and otherwise substantially in accordance with the Timetable, and in particular LLC must:

(a) ( provide information ) provide to LLP the information referred to in clause 5.4(d) which information must not be misleading or deceptive in any material respect (whether by omissions or otherwise);
(b) ( preparation of Scheme Booklet ) provide assistance with the preparation of the Scheme Booklet in accordance with clause 5.4;
(c) ( Independent Expert information ) provide all assistance and information reasonably requested by LLP or by the Independent Expert in connection with the preparation of the Independent Expert's Report;
(d) ( liaison with ASIC ) provide reasonable assistance to LLP to assist LLP to resolve any matter raised by ASIC regarding the Scheme Booklet or the Schemes during its review of the Scheme Booklet;
(e) ( ASIC relief ) as soon as reasonably practicable after the date of this Agreement, apply to ASIC, or provide reasonable assistance to LLP in applying to ASIC, as applicable, for such modifications and exemptions as LLP determines are required to implement the Schemes;
(f) ( ASX waivers and confirmations ) as soon as reasonably practicable after the date of this Agreement, apply to ASX, or provide reasonable assistance to LLP in applying to LLP, as applicable, for such waivers and confirmations as LLP determines are required to implement the Schemes;
(g) ( approval of Scheme Booklet ) as soon as practicable after ASIC has confirmed that it has no objection to the Schemes or, if ASIC raises any objection to the Schemes, after that objection has been resolved, procure that a meeting of the LLC Board (or of a committee of the LLC Board appointed for the purpose) is convened to approve those sections of the Scheme Booklet that comprise the LLC Provided Information as being in a form appropriate for despatch to LLP Securityholders’ and consenting in writing to the dispatch of that information in that form to LLP Securityholders (and provide LLP with a copy of an extract of the applicable resolutions from the applicable minutes of meeting, as soon as practicable after those minutes have been prepared and signed);
(h) ( keep LLP informed ) from the First Court Date until the Implementation Date, promptly inform LLP if it becomes aware (or ought reasonably to have become aware, after making all reasonable and diligent enquiries) that the LLC Provided Information contains a statement that, in the form and context in which it appears in the Scheme Booklet, is or has become misleading or deceptive in any material respect or that contains any material omission, and provide such further or new information as is required to ensure that such information is no longer misleading or deceptive in any material respect or does not contain any material omission;
(i) ( Court representation ) procure that, if requested by LLP, it and BidCo are represented by counsel at the Court hearings convened for the purposes of section 411(4)(b) of the Corporations Act in relation to the Scheme and the Judicial Advice, at which, through its

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counsel and if requested by the Court, LLC will undertake (and will procure that BidCo undertakes) to do all such things and take all such steps within its power as may be necessary in order to ensure the fulfilment of its obligations under this Agreement and the Scheme;
(j) ( LLC Deed Poll ) prior to the First Court Date, execute (and procure that BidCo executes) the LLC Deed Poll;
(k) ( Scheme Consideration ) if the Scheme becomes Effective, provide, or procure the provision of, the Scheme Consideration in accordance with this Agreement, the Schemes and the LLC Deed Poll on the Implementation Date;
(l) ( LLP Provided Information ) during the period until the LLP Provided Information becomes publicly available, only use the LLP Provided Information with the prior written consent of LLP (not to be unreasonably withheld or delayed); and
(m) ( approval of Schemes ) approve the Schemes or procure the approval of the Schemes, as necessary, by any member of the LLC Group.

5.4 Preparation of Scheme Booklet

(a) ( LLP to prepare ) Subject to LLC complying with its obligations under clause 5.4(d), LLP must prepare the Scheme Booklet as soon as is reasonably practicable after the date of this Agreement and otherwise substantially in accordance with the Timetable.
(b) ( Compliance requirements ) LLP must ensure that the Scheme Booklet complies with all applicable laws and regulatory guidance, in particular the requirements of the Corporations Act, the ASX Listing Rules, Guidance Note 15 and all ASIC Regulatory Guides (as applicable), except that the obligation to do so in respect of the LLC Provided Information is subject to LLC complying with its obligations under clause 5.4(d).
(c) ( Content of Scheme Booklet ) Without limiting clause 5.4(b), the Scheme Booklet will include or be accompanied by:
(i) the Share Scheme;
(ii) the Notice of Meeting;
(iii) a copy of this Agreement (without the schedules and annexures) or a summary of it;
(iv) a copy of the executed LLC Deed Poll;
(v) the Independent Expert's Report;
(vi) a statement that the Independent Board Committee unanimously recommends that LLP Securityholders approve the Scheme Resolutions, in the absence of a Superior Proposal, unless prior to the issue of the Scheme Booklet the Independent Board Committee has changed or withdrawn those statements and recommendations in accordance with clause 7.1;
(vii) a statement that each LLP Director who is able to control voting rights in relation to LLP Securities intends to vote those LLP Securities, or procure that those LLP Securities are voted, in favour of the Scheme Resolutions, in the absence of a

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Superior Proposal, unless prior to the issue of the Scheme Booklet the LLP Director has changed his or her voting intention in accordance with clause 7.2; and

(viii) the Responsibility Statement.
(d) ( LLC Provided Information ) LLC must provide the LLC Provided Information to LLP as soon as is reasonably practicable after the date of this Agreement and otherwise substantially in accordance with the Timetable, in a form that includes all information regarding the LLC Group that is required by all applicable laws and regulatory guidance including the Corporations Act, the ASX Listing Rules, Guidance Note 15 and all relevant ASIC Regulatory Guides and must provide to LLP such assistance as LLP may reasonably require in order to adapt such information for inclusion in the Scheme Booklet.
(e) ( Review by LLC ) LLP must make available to LLC drafts of the Scheme Booklet (including any draft of the Independent Expert's Report, but excluding those sections containing the Independent Expert's opinions or conclusions), consult with LLC in relation to the content of those drafts (including the inclusion of any LLC Provided Information and any information solely derived from, or prepared solely in reliance on, the LLC Provided Information), and (acting reasonably and in good faith) take into account, for the purpose of amending those drafts, any comments from LLC and its Representatives on those drafts.
(f) ( Dispute as to Scheme Booklet ) If, after a reasonable period of consultation and compliance by LLP with its obligations under clauses 5.4(e), LLC and LLP, acting reasonably and in good faith, are unable to agree on the form or content of the Scheme Booklet, then:
(i) if the disagreement relates to the form or content of the LLC Provided Information (or any information solely derived from, or prepared solely in reliance on, the LLC Provided Information), LLP will, acting in good faith, make such amendments to that information in the Scheme Booklet as LLC may reasonably require; and
(ii) if the disagreement relates to the form or content of the LLP Provided Information, LLP will, acting in good faith, decide the final form of that information in the Scheme Booklet.
(g) ( Consent of LLC ) Without limiting clause 5.4(f), LLC must provide written consent to LLP in relation to the form and context in which any LLC Provided Information (and any information solely derived from, or prepared solely in reliance on, the LLC Provided Information) is included in the Scheme Booklet.
(h) ( Verification ) LLP must undertake appropriate verification processes in relation to the LLP Provided Information included in the Scheme Booklet, and LLC and BidCo must undertake appropriate verification processes in relation to the LLC Provided Information included in the Scheme Booklet.
(i) ( Responsibility Statement ) LLP and LLC each represents to the other that the Responsibility Statement is to be included in the Scheme Booklet.

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6. Conduct of Business and Requests for Access

6.1 Conduct of LLP business

During the period from the date of this Agreement up to and including the earlier of the Implementation Date, the date that this Agreement is terminated and the End Date, LLP must:

(a) procure that the LLP Group conducts its business and operations in the ordinary course and substantially consistent (subject to any applicable laws, regulations and Regulatory Approvals) with the manner in which each such business and operation has been conducted in the period prior to the date of this Agreement
(b) to the extent consistent with that obligation, use its best endeavours to preserve intact the LLP Group's current business organisation, to keep available the services of the current Officers of it and the other LLP Group Members, and to preserve the LLP Group's relationship with Governmental Agencies, ratings agencies, customers, suppliers, licensors, licensees and others having business dealings with it,

except to the extent required to be done or procured by LLP pursuant to, or that is otherwise expressly permitted by, the Transaction Documents, or the undertaking of which LLC has approved in writing, such approval not to be unreasonably withheld or delayed.

6.2 LLC Covenants

During the period from the date of this Agreement up to and including the earlier of the Implementation Date, the date that this Agreement is terminated and the End Date, LLC must ensure that the Manager:

(a) performs its obligations in accordance with the Management Agreements and consistent with past performance; and
(b) does not take any step or action, or fails to take any step or action, that would cause LLPL or LLPT to breach a provision of this Agreement.

6.3 Access to information and co-operation

(a) ( Provision of access and information ) During the period from the date of this Agreement up to and including the earlier of the Implementation Date, the date of termination of this Agreement and the End Date, LLP must, and must procure each of the LLP Group Members to, respond to reasonable requests from LLC and its Representatives for information concerning the LLP Group businesses and operations, and give LLC and its Representatives reasonable access to its Officers and records, and otherwise provide reasonable co-operation to LLC and its Representatives, in each case for the purposes of:
(i) the implementation of the Transaction;
(ii) the integration of the LLP Group and the LLC Group following the implementation of the Transaction; or
(iii) any other purpose that is agreed in writing between the parties,
subject to the proper performance by the directors and officers of LLP and its Subsidiaries of their fiduciary duties.

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(b) ( Co-operation regarding tax calculations ) During the period from the date of this Agreement up to and including the earlier of the Implementation Date, the date of termination of this Agreement and the End Date, LLP will do all things reasonably necessary, and provide LLC with all information reasonably necessary, to enable LLC to calculate:
(i) stamp duty; and
(ii) any other necessary tax consolidation calculations,
subject to the proper performance by the directors and officers of LLP of their fiduciary duties.
(c) ( Limits on LLP obligations ) Without limiting clause 9.2(c), the obligations in clauses 6.3(a) and 6.3(b) do not require LLP to:
(i) provide information to LLC concerning the LLP Board’s consideration of the Transaction;
(ii) provide any commercially sensitive or competitive information; or
(iii) breach an obligation of confidentiality that is owed by any member of the LLP Group to any person.
(d) The parties acknowledge that all information that is provided pursuant to this clause 6.3 will be provided subject to the terms of the Confidentiality Deed and the Participation Protocols.

6.4 No Regulated Events

Without limiting clause 6.3(a), during the period from the date of this Agreement up to and including the earlier of the Implementation Date, the date of termination of this Agreement and the End Date, LLP must ensure, to the extent within the control of any LLP Group Member (or two or more of them), that no LLP Regulated Event occurs, without the prior written consent of LLC (such consent not to be unreasonably withheld or delayed).

7. LLP Board Recommendations and Intentions

7.1 LLP Board recommendation

(a) The Agreed Public Announcements to be issued by each of LLP and LLC following the execution of this Agreement must state (on the basis of written statements or resolutions made by the Independent Board Committee) that the Independent Board Committee unanimously recommends that LLP Securityholders approve the Scheme Resolutions, in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Schemes are in the best interests of LLP Securityholders.
(b) LLP must use its best endeavours to procure that the Independent Board Committee:
(i) does not withdraw the statements and recommendations set out in the Agreed Public Announcements;
(ii) in the Scheme Booklet states that the Independent Board Committee unanimously recommends the Share Scheme and the Trust Scheme and that LLP

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Securityholders approve the Scheme Resolutions, in the absence of a Superior Proposal, and does not withdraw those recommendations once made; and

(iii) does not make any public statement to the effect, or take any other action that suggests, that the Schemes is no longer so recommended,

unless either:

(iv) the Independent Expert concludes in the Independent Expert's Report that the Schemes are not in the best interests of LLP Securityholders;
(v) the Independent Board Committee determines in accordance with clause 10.4 that a Competing Proposal constitutes a Superior Proposal; or
(vi) the Independent Board Committee has:
(A) first consulted with LLC as to the matters, occurrences or events that would give rise to its consideration of the withdrawal or modification of its recommendation; and
(B) acting reasonably and in good faith determined after obtaining financial advice from its financial advisors and legal advice from its legal advisors that the Independent Board Committee is justified or required to withdraw or modify its recommendation in accordance with the proper exercise of the Independent Board Committee members' fiduciary or statutory duties.

7.2 Independent Director intentions

(a) This Agreement and the Scheme Booklet despatched to LLP Securityholders, must state that each Independent Board Committee member who holds LLP Securities, or who has control over voting rights attaching to LLP Securities, intends to vote in favour of the Schemes, or procure that the LLP Securities the voting rights of which the relevant LLP Director has control over are voted in favour of the Schemes, in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Schemes are in the best interests of LLP Securityholders.
(b) LLP must use its best endeavours to ensure that each Independent Board Committee member who holds LLP Securities, or who has control over voting rights attaching to LLP Securities:
(i) intends to vote in favour of the Scheme Resolutions, or procure that the LLP Securities the voting rights of which the relevant LLP Director has control over are voted in favour of the Scheme Resolutions; and
(ii) does not change that voting intention,

unless either:

(iii) the Independent Expert concludes in the Independent Expert's Report that the Schemes are not in the best interests of LLP Securityholders;
(iv) the Independent Board Committee determines in accordance with clause 10.4 that a Competing Proposal constitutes a Superior Proposal; or

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(v) the Independent Board Committee has withdrawn or modified its recommendation of the Schemes in accordance with clause 7.1(b)(vi).

8. Public Announcements, Communications and Confidentiality

8.1 Required announcements

(a) On the Announcement Date, LLC and LLP must each release the Agreed Public Announcements, which have attached to each of them a summary of the key terms of this Agreement.
(b) Subject to clause 8.3, where a party is required by applicable law, the ASX Listing Rules or any other applicable stock exchange regulation to make any announcement or to make any disclosure in connection with this Agreement (including its termination), the Schemes, the Transaction or any other transaction contemplated by this Agreement or the Schemes or the Transaction, it may do so only after it has given the other party as much notice as is reasonably practicable in the context of any deadlines imposed by law or applicable requirement, but in any event if practicable prior notice, and to the extent practicable has consulted with the other party as to (and has given the other party a reasonable opportunity to comment on) the form and content of that announcement or disclosure. Nothing in this clause requires the giving of prior notice or the taking of any action if doing so would lead to a party breaching an applicable law, the ASX Listing Rules or any other stock exchange regulation.

8.2 Agreement on other Communications

Except in relation to Communications regulated by clause 8.1 and to the extent permitted by applicable law:

(a) LLC and LLP must in good faith and on a timely and pragmatic basis consult with each other and agree in advance any material aspect (including the timing, form, content and manner) of any Communications with any Governmental Agency in relation to the implementation of the Scheme, whether or not such Communications are for the purposes of satisfying a Condition Precedent;
(b) each of LLC, BidCo and LLP is entitled to be represented and to make submissions in any meeting with any Governmental Agency relating to any Regulatory Approval;
(c) each party must provide copies to the other party of any written Communications sent to or received from a person referred to in clause 8.2(a) promptly upon despatch or receipt (as the case may be); and
(d) each party will have the right to be present and make submissions at or in relation to any proposed meeting with any Governmental Agency in relation to the Schemes.

8.3 Disclosure on termination of this Agreement

The parties agree that, if this Agreement is terminated under clause 11, either party may disclose by way of announcement to ASX the fact that this Agreement has been terminated provided, where reasonably practicable, that party consults with the other party as to (and gives the other party a

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reasonable opportunity to comment on) the form and content of the announcement prior to its disclosure.

8.4 Confidentiality Deed

Except as set out in clause 8.3, the parties acknowledge and agree that:

(a) they continue to be bound by the Confidentiality Deed after the date of this Agreement; and
(b) the rights and obligations of the parties under the Confidentiality Deed survive termination of this Agreement.

9. Representations and Warranties

9.1 LLC representations and warranties

LLC represents and warrants to LLP that (except as consented to in writing by LLP) on the date of this Agreement and on the Second Court Date:

(a) LLC is a corporation validly existing under the laws of its place of incorporation;
(b) LLC has the power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement;
(c) LLC has taken all necessary corporate action to authorise the entry into this Agreement and has taken or will take all necessary corporate action to authorise the performance of this Agreement;
(d) this Agreement is LLC's valid and binding obligation enforceable in accordance with its terms;
(e) LLC is solvent and no resolutions have been passed nor has any other step been taken or legal proceedings commenced or threatened against LLC for the winding up, dissolution or termination of LLC or for the appointment of a liquidator, receiver, administrator, or similar officer over any or all of LLC's assets; and
(f) the execution and performance by LLC of this Agreement and each transaction contemplated by this Agreement did not and will not violate in any respect a provision of:
(i) a law, judgment, ruling, order or decree binding on it;
(ii) its constitution; or
(iii) any other document or agreement that is binding on LLC's assets.

9.2 LLP representations and warranties

LLP represents and warrants to LLC that, except as consented to in writing by LLC:

(a) on the date of this Agreement and on the Second Court Date:
(i) ( incorporation )
- (A) LLPL and LLVRE are corporations validly existing under the laws of its place of incorporation; and

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(B) LLPT is validly established and registered under Part 5C of the Corporations Act;
(ii) LLP has the power to enter into and perform its obligations under this Agreement and, subject to the satisfaction or, as appropriate, waiver of each Condition Precedent, to carry out the transactions contemplated by this Agreement;
(iii) LLP has taken all necessary corporate action to authorise the entry into this Agreement and has taken or will take all necessary corporate action to authorise the performance of this Agreement in accordance with and subject to its terms;
(iv) this Agreement is LLP's valid and binding obligation enforceable in accordance with its terms;
(v) the execution and performance by LLP of this Agreement and each transaction contemplated by this Agreement in each case in accordance with and subject to the terms of this Agreement did not and will not violate in any respect a provision of:
(A) a law or treaty or a judgment, ruling, order or decree binding on it or any of its Related Bodies Corporate;
(B) its constitution or the Trust Constitution; or
(C) any other document or agreement that is binding on it or any LLP Group Member's assets;
(vi) each LLP Group Member is solvent and no resolutions have been passed nor has any other step been taken or legal proceedings commenced or threatened against any LLP Group Member for the winding up, dissolution or termination of that LLP Group Member or for the appointment of a liquidator, receiver, administrator, or similar officer over any or all of any LLP Group Member's assets;
(vii) so far as each member of the Independent Board Committee and the General Counsel of LLP are aware, there has been no material breach of law by any LLP Group Member of any Australian or foreign laws and regulations applicable to it or orders of Australian or foreign Governmental Agencies having jurisdiction over it and so far as each member of the Independent Board Committee and the General Counsel of LLP are aware, the LLP Group has all material licences, permits and franchises necessary for it to conduct its activities as presently being conducted;
(viii) as at the date of this Agreement to the knowledge of the Independent Board Committee, neither ASIC nor ASX (as applicable) has made a determination against any LLP Group Member for any contravention of the requirements of the Corporations Act or the ASX Listing Rules or any rules, regulations or regulatory guides under the Corporations Act or the ASX Listing Rules; and
(ix) so far as each member of the Independent Board Committee is aware as at the date of this Agreement, there has not been any event, change, effect or development that would require LLP to restate the LLP Group's financial statements for the period ending 30 June 2009 as disclosed to ASX;

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(b) so far as each member of the Independent Board Committee is aware as at the date of this Agreement, the total securities of the LLP Entities on issue are as follows:
(i) 966,252,666 LLP Shares;
(ii) 966,252,666 LLP Units;
(iii) 1,100,000 options;
(iv) 22,333,333 "First Notes";
(v) 200,000,000 "RBD Convertible Notes"; and
(vi) 100,000,000 "Second Notes".

and no LLP Group Member has issued (or is actually or contingently required to issue) any other securities or instruments that are still outstanding (or may become outstanding) and that may convert into LLP Securities (except for any security that LLP may be contingently required to issue to LLC in accordance with the Bank Waiver Process);

(c) on the date of this Agreement, the First Court Date, the date of the Scheme Meetings and the Second Court Date following the making by LLP of its Agreed Public Announcement, LLP is not in breach of its continuous disclosure obligations under ASX Listing Rule 3.1 and is not withholding any information from LLC that is being withheld from public disclosure in reliance on ASX Listing Rule 3.1A.

9.3 Reliance by parties

Each party ( Representor ) acknowledges that:

(a) in entering into this Agreement the other party has relied on the representations and warranties provided by the Representor under this clause 9;
(b) any breach of the representations and warranties provided by the Representor under this clause 9 after the Schemes become Effective may only give rise to a claim in damages and cannot result in a termination of this Agreement; and
(c) it has not entered into this Agreement in reliance on any warranty or representation made by or on behalf of the other party except those warranties and representations set out in this Agreement. This acknowledgment does not prejudice the rights any party may have in relation to the LLP Provided Information, the LLP Disclosed Information, the LLC Provided Information or any information or filed by the other party with ASX or ASIC.

9.4 Notifications

Each party will promptly advise the other party in writing if it becomes aware of any fact, matter or circumstance that constitutes or may constitute a breach of any of the representations or warranties given by it under this clause 9.

9.5 Status of representations and warranties

Each representation and warranty in this clause 9:

(a) is severable;
(b) will survive the termination of this Agreement; and

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(c) is given with the intent that liability under it will not be confined to breaches that are discovered prior to the date of termination of this Agreement.

10. Exclusivity

10.1 No shop restriction

During the Exclusivity Period, LLP must not, and must ensure that each of its Representatives (other than any Representative who is also an employee of any member of the LLC Group) does not, except with the prior written consent of LLC, directly or indirectly solicit, invite, facilitate, encourage or initiate any Competing Proposal or any enquiries, negotiations or discussions with any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal, or communicate any intention to do any of those things.

10.2 No talk restriction

During the Exclusivity Period, LLP must not, and must ensure that each of its Representatives does not, except with the prior written consent of LLC, enter into, continue or participate in negotiations or discussions with, or enter into any agreement, arrangement or understanding with, any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal, even if:

(a) the Competing Proposal was not directly or indirectly solicited, invited, facilitated, encouraged or initiated by LLP or any of its Representatives (other than any Representative who is also an employee of any member of the LLC Group); or
(b) the Competing Proposal has been publicly announced,

unless the Independent Board Committee, acting in good faith and in order to satisfy what the Independent Board Committee reasonably considers to be its fiduciary or statutory duties, determines that, where there is a Competing Proposal, the Competing Proposal is a Superior Proposal or, where there is not yet a Competing Proposal, the steps that the Independent Board Committee proposes to take may reasonably be expected to lead to a Competing Proposal that is a Superior Proposal.

10.3 No due diligence

Without limiting the general nature of clause 10.2, during the Exclusivity Period, LLP must not, and must ensure that each of its Representatives (other than any Representative who is also an employee of any member of the LLC Group) do not, except with the prior written consent of LLC, make available to any Third Party (other than to LLC or any of its Representatives) or permit any such Third Party to receive any non-public information relating to any LLP Group Member in connection with such Third Party formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal, unless:

(a) the Independent Board Committee, acting in good faith and in order to satisfy what the Independent Board Committee reasonably considers to be its fiduciary or statutory duties, determines that, where there is a Competing Proposal, the Competing Proposal is a Superior Proposal or, where there is not yet a Competing Proposal, the steps that the Independent Board Committee proposes to take may reasonably be expected to lead to a Competing Proposal that is a Superior Proposal; and

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(b) if LLP proposes to provide any confidential information to a Third Party, before LLP provides such information to the Third Party the Third Party has entered into a written agreement in favour of LLP regarding the use and disclosure of the confidential information by the person and that restricts the Third Party's ability to solicit the employees of the LLP Group.

10.4 Notification by LLP

(a) During the Exclusivity Period, LLP must promptly notify LLC if:
(i) it is approached by any Third Party to take any action of a kind that would breach its obligations under clause 10.2 or 10.3 (or that would breach its obligations under clause 10.2 or 10.3 if it were not for the provisos to the relevant clause); or
(ii) it proposes to take any action of a kind that would breach its obligations under clause 10.2 or 10.3 (or that would breach its obligations under clause 10.2 or 10.3 if it were not for the provisos to the relevant clause),

unless (and only to the extent that) the Independent Board Committee, acting reasonably and in good faith, determines that it would be a breach of its fiduciary or statutory duties to so notify LLC.

(b) If LLP receives a Superior Proposal, and as a result the Independent Board Committee proposes to publicly change or withdraw its recommendation of the Schemes, LLP must (unless the Independent Board Committee, acting reasonably and in good faith, determines that it would be a breach of its fiduciary or statutory duties to do so) give LLC 5 clear Business Days notice (such notice to be in writing) of such proposed change or withdrawal, and provide to LLC all material terms of the applicable Competing Proposal, including details of the proposed price or implied value (including details of the consideration if not simply cash), conditions, timing and break fee (if any). LLP will use its reasonable endeavours to ask the person who has made the applicable Competing Proposal (the Competing Party ) for their consent to their name being provided by LLP to LLC on a confidential basis. For the avoidance of doubt, LLP will have no obligation to disclose the identity of the Competing Party to LLC if the Competing Party does not consent to such disclosure. Any information provided pursuant to this clause 10.4(b) will be provided subject to the terms of the Confidentiality Deed.
(c) During the period of 5 clear Business Days referred to in clause 10.4(b), LLC will have the right to offer to amend the terms of the Schemes or the Transaction (a LLC Counterproposal ) so that the terms of the Schemes or the Transaction (as amended) would provide a superior outcome for the LLP Securityholders than the applicable Competing Proposal.
(d) LLP must procure that the Independent Board Committee considers any such LLC Counterproposal and if the Independent Board Committee, acting in good faith, determines that:
(i) the LLC Counterproposal would provide a superior outcome for the LLP Shareholders than the applicable Competing Proposal (it being acknowledged that the price or value implied by the LLC Counterproposal does have to be above, but does not have to be materially above, the price or value implied by the applicable

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Competing Proposal for the Independent Board Committee to consider the LLC Counterproposal in relation to price to be superior); and

(ii) the other terms and conditions of the LLC Counterproposal taken as a whole are not less favourable than those in the applicable Competing Proposal,

then LLP and LLC must use their best endeavours to agree the amendments to the Transaction Documents that are reasonably necessary to reflect the LLC Counterproposal (including amendments to the Scheme Consideration that are reasonably necessary to reflect the LLC Counterproposal), and to enter into one or more appropriate amended agreements to give effect to those amendments and to implement the LLC Counterproposal, in each case as soon as reasonably practicable.

10.5 Normal provision of information

Nothing in this clause 10 prevents a party from:

(a) providing information to its Representatives;
(b) providing information to any Governmental Agency;
(c) providing information to its auditors, Advisers, customers, joint venturers and suppliers acting in that capacity in the ordinary course of business;
(d) providing information required to be provided by law or any Governmental Agency; or
(e) making presentations to brokers, portfolio investors, analysts and other third parties in the ordinary course of business.

10.6 Acknowledgement

LLC has required LLP to agree to the obligations set out in this clause 10 in consideration of it proceeding with the Scheme and incurring significant costs in doing so. In the absence of obtaining these obligations from LLP, LLC would not have entered into this Agreement.

11. Termination

11.1 Termination by either party

Either party ( terminating party ) may terminate this Agreement by notice to the other:

(a) in accordance with clause 3.5; or
(b) at any time before 8:00am on the Second Court Date if the other party is in material breach of any clause of this Agreement (including a breach of a representation or warranty given by LLC under clause 9.1(e) or LLP under clause 9.2(a)(vi), 9.2(a)(vii), 9.2(a)(viii), 9.2(a)(ix) or 9.2(c)), provided that (except, where LLC is the terminating party, in the case of a material breach by LLP of clause 7 or 10) the terminating party has given notice to the other party setting out the relevant circumstances and stating an intention to terminate this Agreement, and the relevant circumstances have continued to exist for five Business Days (or any shorter period ending at 5pm on the last Business Day before the Second Court Date) from the time such notice is given.

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11.2 Termination by LLC

LLC may terminate this Agreement at any time before 8:00am on the Second Court Date by notice in writing to LLP:

(a) if a LLP Regulated Event, a LLP Material Adverse Change or a Market Disruption Event occurs, provided that LLC has given notice to LLP setting out the relevant circumstances and stating an intention to terminate this Agreement, and the relevant circumstances have continued to exist for five Business Days (or any shorter period ending at 5pm on the last Business Day before the Second Court Date) from the time such notice is given;
(b) if any LLP Director:
(i) publicly states that they do not, or qualifies a statement to the effect that they, recommend that LLP Securityholders approve the Schemes in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Schemes are in the best interests of LLP Securityholders; or
(ii) publicly recommends a Competing Proposal, whether or not in accordance with clause 7.1(b); or
(c) if a Competing Proposal is announced, made, or becomes open for acceptance and a majority of LLP Directors recommend the Competing Proposal.

11.3 Termination by LLP

LLP may terminate this Agreement at any time before 8:00am on the Second Court Date by notice in writing to LLC if the Independent Board Committee publicly changes its unanimous recommendation of the Share Scheme and the Trust Scheme, or publicly recommends, promotes or otherwise endorses a Superior Proposal.

11.4 Effect of termination

In the event of termination of this Agreement by either LLC or LLP pursuant to clause 11.1, 11.2 or 11.3, this Agreement will have no further force or effect and the parties will have no further obligations under this Agreement, provided that:

(a) this clause 11 and clauses 1, 8.3, 8.4, 12 and 14 will survive termination; and
(b) each party will retain any accrued rights and remedies, including any rights and remedies it has or may have against the other party in respect of any past breach of this Agreement.

12. Damages

(a) Notwithstanding any other provision of this Agreement the maximum aggregate liability that LLPL have LLPT can have to LLC under or in connection with this Agreement (including in respect of any breach by a party to this Agreement) is $1,250,000. Payments aggregating $1,250,000 to LLC by either or both of LLPL and LLPT represent the sole and absolute liability of LLPL and LLPT to LLC under or in connection with this Agreement and no further damages, fees, expenses or reimbursements of any kind will be payable to LLC under or in connection with this Agreement.

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(b) Notwithstanding any other provision of this Agreement the maximum liability that LLC can have to either or both of LLPL and LLPT under or in connection with this Agreement (including in respect of any breach by a party of this Agreement) is $1,250,000. Payments aggregating $1,250,000 by LLC to LLPL or LLPT represent its sole and absolute liability under or in connection with this Agreement and no further damages, fees, expenses or reimbursements of any kind will be payable by LLC to LLPL and LLPT under or in connection with this Agreement.
(c) Nothing in paragraphs (a) or (b) shall be taken to prevent or restrict a party from terminating this Agreement in accordance with its terms.
(d) This clause 12 shall survive termination of this Agreement.

13. GST

13.1 Definitions

In this clause 13:

Consideration has the meaning given by the GST Law.

GST has the meaning given by the GST Law.

GST Amount means in relation to a Taxable Supply the amount of GST payable in respect of that Taxable Supply.

GST Group has the meaning given by the GST Law.

GST Law has the meaning given by A New Tax System (Goods and Services Tax) Act 1999 (Cth), or, if that Act does not exist means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

Input Tax Credit has the meaning given by the GST Law and a reference to an Input Tax Credit entitlement of a party includes an Input Tax Credit for an acquisition made by that party but to which another member of the same GST Group is entitled under the GST Law.

Recipient has the meaning given by the GST Law.

Tax Invoice has the meaning given by the GST Law.

Taxable Supply has the meaning given by the GST Law excluding the reference to section 84 5 of A New Tax System (Goods and Services Tax) Act 1999 (Cth).

13.2 GST to be added to amounts payable

If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement, the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration. This clause does not apply to the extent that the Consideration for the Taxable Supply is expressly stated to be GST inclusive. Payment of the GST Amount is conditional upon the prior delivery to the Recipient of the supply of a valid Tax Invoice.

13.3 Liability net of GST

Any reference in the calculation of Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any

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Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability. A party will be assumed to have an entitlement to a full Input Tax Credit unless it demonstrates otherwise prior to the date on which the Consideration must be provided.

13.4 Cost exclusive of GST

Any reference in this Agreement (other than in the calculation of Consideration) to cost, expense or other similar amount (Cost), is a reference to that Cost exclusive of GST.

13.5 GST obligations to survive termination

This clause 13 will continue to apply after expiration or termination of this Agreement.

14. Miscellaneous

14.1 Notices

Any notice, demand, consent or other communication (a Notice ) given or made under this Agreement:

(a) must be in writing and signed by a person duly authorised by the sender;
(b) must be delivered to the intended recipient by prepaid post or by hand or fax to the address or fax number below or the address (being an address in Australia) or fax number last notified by the intended recipient to the sender:
(i) to LLC: 30 The Bond, 30 Hickson Road, Millers Point NSW 2000

Attention: Company Secretary Fax No: +61 2 9383 8154; (ii) to LLP: Level 4, 111 Cecil Street, South Melbourne VIC 3205

Attention: Company Secretary

Fax No: +61 3 8699 3399; and

(c) will be taken to be duly given or made:
(i) in the case of delivery in person, when delivered;
(ii) in the case of delivery by post, two Business Days after the date of posting (if posted to an address in the same country); and
(iii) in the case of fax, on receipt by the sender of a transmission control report from the dispatching machine showing the relevant number of pages and the correct destination fax machine number or name of recipient and indicating that the transmission has been made without error,

but if the result is that a Notice would be taken to be given or made on a day that is not a business day in the place to which the Notice is sent or is later than 4pm (local time) it will be taken to have been duly given or made at the commencement of business on the next business day in that place.

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14.2 No waiver

No failure to exercise nor any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver of any right, power or remedy on one or more occasions does not operate as a waiver of that right, power or remedy on any other occasion, or of any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

14.3 Remedies cumulative

The rights, powers and remedies provided to each party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or by any agreement.

14.4 Entire agreement

This Agreement and the Confidentiality Deed contain the entire agreement between the parties as at the date of this Agreement with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with it.

14.5 Amendment

No amendment or variation of this Agreement is valid or binding on a party unless made in writing executed by LLC and LLP, which may so make an amendment or variation notwithstanding that one or more other parties or persons may be entitled to the benefit of all or any of the provisions of this Agreement.

14.6 Assignment

The rights and obligations of each party under this Agreement are personal. They cannot be assigned, encumbered or otherwise dealt with and no party may attempt, or purport, to do so without the prior consent of the other party.

14.7 No merger

The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Agreement. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing a transaction.

14.8 Further assurances

Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Agreement and the transactions contemplated by it.

14.9 Costs and stamp duty

Except as provided below, each party must bear its own costs, charges and expenses arising out of or incidental to the negotiations leading to or the preparation of this Agreement and the proposed, attempted or actual implementation of this Agreement. LLC must pay, or procure that BidCo pays, any stamp duty that is payable on the transfer to BidCo of the Scheme Securities pursuant to the Schemes.

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14.10 Severability of provisions

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.

14.11 Governing law and jurisdiction

This Agreement is governed by the laws of New South Wales. Each party submits to the non exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning this Agreement.

14.12 Counterparts

This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

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Schedule 1

Timetable

Event	Date
LLP lodges draft Scheme Booklet with ASIC	Friday, 16 October 2009
First Court Date	Monday, 2 November 2009
Despatch of Scheme Booklet completed	Monday, 9 November 2009
Scheme Meetings	Tuesday, 8 December 2009
Second Court Date	Friday, 11 December 2009
Effective Date	Monday, 14 December 2009
Record Date	Monday, 21 December 2009
Implementation Date	Monday, 28 December 2009

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Schedule 2

Responsibility Statement

(a) Except as provided in paragraphs (b) and (c) the information in this Scheme Booklet has been provided by LLP and is the responsibility of LLP. LLC and its directors, officers and advisors do not assume any responsibility for the accuracy or completeness of any such LLP information.
(b) LLC has provided and is responsible for information contained in sections [insert] of this Scheme Booklet, including information as to the funding arrangements it has made to provide the Scheme Consideration, and information as to LLC's opinions, views, intentions and decisions in relation to LLP (collectively the LLC Information ). LLP and its directors, officers and advisors do not assume any responsibility for the accuracy or completeness of the LLP Information.
(c) The Independent Expert, [insert], has provided and is responsible for the information contained in section [insert] of this Scheme Booklet. Neither LLP nor LLC assumes any responsibility for the accuracy or completeness of the information contained in section [insert]. The Independent Expert does not assume any responsibility for the accuracy or completeness of the information contained in this Scheme Booklet other than that contained in section [insert].

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Schedule 3

LLP Closing Certificate

This LLP Closing Certificate is given pursuant to clause 3.1(j) of the Scheme Implementation Agreement dated [] between [insert details] (the _SIA*_ ).

Terms in this certificate have the same meaning as those terms in the SIA.

After due and careful enquiry, to the best of the knowledge and belief of LLP, no fact, matter or circumstance has arisen that:

(a) makes any representation or warranty of LLP contained in clause 9.2(a)(vi), 9.2(a)(vii), 9.2(a)(viii), 9.2(a)(ix) or 9.2(c)of the SIA false or inaccurate as at the time each such representation or warranty is taken as being given; or
(b) otherwise materially qualifies a warranty or representation of LLP contained in clause 9.2(a)(vi), 9.2(a)(vii), 9.2(a)(viii), 9.2(a)(ix) or 9.2(c) of the SIA at each time such representation or warranty is taken as being given,

except as disclosed by LLP to LLC.

Dated [#]

_________ [insert name]

Director

Lend Lease Primelife Limited; and

Lend Lease Villages Responsible Entity Limited as responsible entity of Lend Lease Primelife Trust.

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Schedule 4

LLC Closing Certificate

This LLC Closing Certificate is given pursuant to clause 3.1(k) of the Scheme Implementation Agreement dated [] between [insert details] (the _SIA*_ ).

Terms in this certificate have the same meaning as those terms in the SIA.

After due and careful enquiry, to the best of the knowledge and belief of LLC, no fact, matter or circumstance has arisen that makes the representation or warranty of LLC contained in clause 9.1(e) of the SIA false or inaccurate or otherwise materially qualifies such representation or warranty.

Dated [#]

_________ [insert name] Director Lend Lease Corporation Limited

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Executed and delivered as a Deed in Sydney, New South Wales.

Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Lend Lease Corporation Limited :

Director Signature Director/Secretary Signature Print Name Print Name

Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Lend Lease Primelife Limited :

Director Signature Director/Secretary Signature Print Name Print Name

Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Lend Lease Villages Responsible Entity Limited as responsible entity of Lend Lease Primelife Trust :

Director Signature Director/Secretary Signature Print Name Print Name

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Annexure A

Share Scheme

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Annexure B

LLC Deed Poll

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AI assistant

LENDLEASE GROUP — M&A Activity 2009

65243_rns_2009-09-27_66c07143-2368-464f-97ea-864bf5ecc676.pdf

ASX ANNOUNCEMENT

PROPOSAL FOR LEND LEASE CORPORATION TO ACQUIRE LEND LEASE PRIMELIFE GROUP

Scheme Highlights

ENDS

Lend Lease Primelife:

Cosway Australia:

RBS Investment Banking:

Agreement

Table of Contents

Scheme Implementation Agreement

1. Definitions and Interpretation

1.1 Definitions

Announcement Date means:

1.2 Interpretation

1.3 Best and reasonable endeavours

2. Agreement to proceed with Schemes

2.1 LLP to propose Scheme

2.2 LLC to assist

3. Conditions Precedent and Pre-Implementation Steps

3.1 Conditions Precedent

Conditions Precedent for the benefit of LLC and LLP

Conditions Precedent for the benefit of LLC only

Conditions Precedent for the benefit of LLP only

3.2 Benefit and waiver of Conditions Precedent

3.3 Best endeavours and co-operation

3.4 Notifications

3.5 Failure of Conditions Precedent

3.6 Conditions of Regulatory Approvals

3.7 Fulfillment of Conditions Precedent

4. Scheme and Scheme Consideration

4.1 Outline of Scheme

4.2

Scheme Consideration

5. Steps for Implementation

5.1 LLP's obligations in respect of the Scheme

5.2 Appeal process

5.3 LLC's obligations in respect of the Scheme

5.4 Preparation of Scheme Booklet

6. Conduct of Business and Requests for Access

6.1 Conduct of LLP business

6.2 LLC Covenants

6.3 Access to information and co-operation

6.4 No Regulated Events

7. LLP Board Recommendations and Intentions

7.1 LLP Board recommendation

7.2 Independent Director intentions

8. Public Announcements, Communications and Confidentiality

8.1 Required announcements

8.2 Agreement on other Communications

8.3 Disclosure on termination of this Agreement

8.4 Confidentiality Deed

9. Representations and Warranties

9.1 LLC representations and warranties

9.2 LLP representations and warranties

9.3 Reliance by parties

9.4

Notifications

9.5 Status of representations and warranties

10. Exclusivity

10.1 No shop restriction

10.2 No talk restriction

10.3 No due diligence

10.4 Notification by LLP

10.5 Normal provision of information

10.6 Acknowledgement

11. Termination

11.1 Termination by either party

11.2 Termination by LLC

11.3 Termination by LLP

11.4 Effect of termination

12. Damages

13. GST

13.1 Definitions

13.2 GST to be added to amounts payable

13.3 Liability net of GST

13.4 Cost exclusive of GST

13.5 GST obligations to survive termination

LENDLEASE GROUP M&A Activity 2009