Exhibit 10.2

Guarantee and Indemnity (GWA)

Contents

Guarantee and Indemnity (GWA)

Details

Guarantee and Indemnity (GWA)

General terms

These meanings apply unless the contrary intention appears:

Authorised Officer means:

Beneficiary means the person so described in the Details.

Business has the same meaning as in the Business Sale Agreement.

Company means GWA (North) Pty Ltd (ACN 144 081 774).

Conditions Precedent means the conditions precedent set out in clause 3.1 of the Sale Consent Deed.

Corporation Loan Agreement means the agreement so entitled dated on or about the date of this agreement between the Company as borrower and the Beneficiary as lender in respect of a loan of A$50 million.

Costs includes charges and expenses, including those incurred in connection with advisers.

Cure has the same meaning as in the Novated Concession Deed.

Details means the section of this guarantee and indemnity headed “Details”.

Guaranteed Obligations means all of the obligations of the Company to the Beneficiary under the Novated Concession Deed. For avoidance of doubt, it does not include any obligations of the Company under or in connection with the Corporation Loan Agreement

Guarantor means the person so described in the Details.

Sale Consent Deed means the deed so entitled dated on or about the date of this deed between the Beneficiary, the Company, the Northern Territory of Australia, the Crown in right of the State of South Australia and Asia Pacific Transport Pty Ltd (Receivers and Managers Appointed) (Subject to Deed of Company Arrangement).

Taxes means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the net income of the Beneficiary.

Definitions in the Sale Consent Deed apply in this guarantee and indemnity unless the context requires otherwise or the relevant term is defined in this guarantee and indemnity.

Unless the contrary intention appears, a reference in this guarantee and indemnity to:

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this guarantee and indemnity.

The liabilities, guarantee and obligations of the Guarantor under this guarantee and indemnity will not commence and will not become effective unless and until the Conditions Precedent (other than conditions precedent relating to the execution of this deed or the satisfaction or waiver of conditions precedent to this deed) have been satisfied or waived in accordance with the provisions of the Sale Consent Deed.

The Guarantor acknowledges that the Beneficiary is acting in reliance on the Guarantor incurring obligations and giving rights under this guarantee and indemnity.

The Guarantor unconditionally and irrevocably guarantees to the Beneficiary the due and punctual performance by the Company of the Guaranteed Obligations.

If the Company does not comply with those obligations on time and in accordance with the Novated Concession Deed, then the Guarantor agrees to perform those obligations on demand in writing from the Beneficiary made in accordance with clause 3.3.

A demand may only be made by the Beneficiary on the Guarantor in respect of a Guaranteed Obligation after:

Any demand by the Beneficiary must specify each of the matters in paragraphs (a) to (c) of this clause with reasonable details of the reasons why the Corporation has reached the view in paragraph (c).

The Guarantor indemnifies the Beneficiary against any liability or loss arising from, and any Costs it incurs, as a result of the Company failing to perform any of the Guaranteed Obligations.

Each of the guarantee in clause 3.2 (“Guarantee”) and the indemnity in clause 3.4 (“Indemnity”) is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the Guaranteed Obligations.

The Guarantor acknowledges that the Novated Concession Deed may be varied or replaced from time to time.

The Guarantor confirms that the obligations guaranteed under clause 3.2 (“Guarantee”) include any of the Guaranteed Obligations as varied or replaced. The Guarantor confirms that this applies regardless of:

Notwithstanding any other provision of this guarantee and indemnity, the liability of the Guarantor to the Beneficiary under or in connection with this guarantee and indemnity (whether that liability arises under a specific provision of this guarantee and indemnity, for breach of contract, negligence or otherwise) is limited to the liability of the Guarantor to the Beneficiary under clause 3.4. The limitation of liability under this clause 3.7 does not limit the liability of the Guarantor under clause 3.2 to perform or procure the performance of any Guaranteed Obligations which do not involve the payment of money by the Guarantor.

The Guarantor agrees to make any payments under this guarantee and indemnity:

(b) in the currency in which the payment is due, and otherwise in Australian dollars, in immediately available funds.

This guarantee and indemnity does not merge with or adversely affect, and is not adversely affected by, any of the following:

The Beneficiary may still exercise its rights under this guarantee and indemnity as well as under the judgment, mortgage, charge or other encumbrance or the right or remedy.

The rights given to the Beneficiary under this guarantee and indemnity, and the Guarantor’s liabilities under it, are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise.

In particular, the liability of the Guarantor under this guarantee and indemnity will not be affected by any thing which, but for this clause 6, would release the Guarantor from or reduce that liability.

As long as any obligation is required, or may be required, to be complied with in connection with this guarantee and indemnity, the Guarantor may not, without the Beneficiary’s consent reduce its liability under this guarantee and indemnity by claiming that it has a right of set-off or counterclaim against the Beneficiary.

Under law relating to liquidation, administration, insolvency or the protection of creditors, a person may claim that a transaction (including a payment) in connection with this guarantee and indemnity or the Novated Concession Deed is void or voidable. If a claim is made and upheld, conceded or compromised, then:

The Guarantor’s obligations under this clause are continuing obligations, independent of the Guarantor’s other obligations under this guarantee and indemnity and continue after this guarantee and indemnity ends.

The Guarantor agrees to pay or reimburse the Beneficiary on demand for:

Money paid to the Beneficiary by the Guarantor must be applied first against payment of Costs under this clause then against other obligations under this guarantee and indemnity in any way the Beneficiary considers appropriate.

This guarantee and indemnity terminates immediately upon termination of the Novated Concession Deed.

whichever happens first.

If the Beneficiary does not exercise a right or remedy fully or at a given time, the Beneficiary may still exercise it later.

The Beneficiary’s rights and remedies under this guarantee and indemnity are in addition to other rights and remedies given by law independently of this guarantee and indemnity.

This Deed may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes the deed of each party who has executed and delivered that counterpart.

This guarantee and indemnity is governed by the law in force in the place specified in the Details. The Guarantor and the Beneficiary submit to the non-exclusive jurisdiction of the courts of that place.

EXECUTED as a deed

Guarantee and Indemnity (GWA)

Signing page

DATED: 19 November 2010