exv4w23






Exhibit 4.23




Amendment of the Amended and Restated Final Funding Agreement dated 21 November 2006 (“FFA”)



In accordance with clause 29 (Amendment of this Deed) of the FFA, the parties to the FFA hereby
amend clause 20 of the FFA as set out by way of mark-up in Annexure A to this agreement.



For the avoidance of doubt, the parties agree that clause 20 then reads as set out in Annexure B to
this agreement.



Clauses 1 (Definitions and Interpretation), 26 (Governing law and Jurisdiction) and 27
(Counterparts) of the FFA apply to this agreement as if those provisions were set out in full in
this agreement.




Executed as a deed. 8 November 2007




	 	 	 	 	 
	Signed by James Hardie Industries N.V.

 	 	 
	/s/ Russell Chenu
 	 	 
	Name:  	Russell Chenu 	 	 
	Title:  	Managing Director/Authorized Proxy 	 	 
	 



Signed by The Honourable John Hatzistergos, MLC,



Attorney-General of New South Wales,



for The State of New South Wales




	 	 	 	 	 
	 	 	 
	/s/ John Hatzistergos
 	 	 



Signed by James Hardie 117 Pty Limited




	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Bruce J. W. Potts	 	 	 	/s/ Donald A. J. Salter	 	 
	 	 	 	 	 	 	 
	Name:

	 	Bruce J. W. Potts
	 	 	 	Name:
	 	Donald A. J. Salter	 	 
	Title:

	 	Director
	 	 	 	Title:
	 	Director	 	 





Signed by Asbestos Injuries Compensation Fund Limited in its capacity as trustee for the Charitable
Fund and Discretionary Fund




	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Peter W. Baker	 	 	 	/s/ Joanne Marchione	 	 
	 	 	 	 	 	 	 
	Name:

	 	Peter W Baker
	 	 	 	Name:
	 	Joanne Marchione	 	 
	Title:

	 	Director
	 	 	 	Title:
	 	Director	 	 






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Annexure A





	20	 	MEDICAL RESEARCH
	 
	20.1	 	Medical research




Subject
to clause 20.3,Tthe Parties agree that:





	(a)	 	JHINV will contribute an amount of $500,000 per annum for a period of 10 years (starting on
the Commencement Date and payable on or by each anniversary thereof) for the purposes of
conducting or funding the conduct of medical research into the diagnosis and treatment of
Asbestos diseases on the basis that:






	 	(i)	 	JHINV administers its own medical research grants scheme with the assistance
of relevant experts to review and make recommendations concerning the expressions of
interest and research proposals; and
	 
	 	(ii)	 	any funds not used in any particular year can be carried over and added to
the next year’s funding amount;






	(b)	 	JHINV will, within 9 months of the Commencement Date, establish a trust for the purposes of
conducting or funding the conduct of medical research into the diagnosis and treatment of
Asbestos diseases and ensure that all funds paid to that trust are maintained in one or more
bank accounts to be used only for the purposes of the trust;
	 
	(c)	 	the trustee of the medical research trust will at all times be a member of the JHINV Group
determined by JHINV in its discretion;
	 
	(d)	 	the awarding of medical research grants from the proceeds of the trust shall be a matter for
the trustee to determine in accordance with the purposes of the trust; and
	 
	(e)	 	on and from the time the final payment required under this clause 20.1 is made, or if for any
reason the trust determines earlier than on the tenth anniversary of the Commencement Date,
JHINV may at its election, by Notice to the NSW Government determine the medical research
trust and in any such case any resulting surplus funds and any amounts not then due and
payable under clause 20.1(a) shall be paid to one or more medical research institutions
selected by agreement between JHINV and the NSW Government which are of good repute and which
conduct medical research into the diagnosis and treatment of Asbestos diseases (and on such
terms as JHINV may consider reasonable to ensure that such funds are only expended on such
medical research into Asbestos diseases).






	20.2	 	Reporting obligations






	(a)	 	Subject to clause 20.3,Wwithin 20 Business Days after establishing the trust referred to in
clause 20.1(b), JHINV shall give Notice to the NSW Government confirming that the trust has been established and attaching a copy of the instrument by
which the trust was established.




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	(b)	 	Subject to clause 20.3, JHINV agrees to promptly provide to the NSW Government copies of the
annual reports, financial statements and such other periodic reports as may be produced by the
medical research trust from time to time in relation to the granting of medical research
grants.
	 
	(c)	 	Subject to clause 20.3, JHINV agrees to procure that the trust deed pursuant to which the
trust is established shall oblige the trustee to include within its periodical reporting:






	 	(i)	 	the amount of each contribution by JHINV under clause 20.1(a) and the current
balance of the trust funds; and
	 
	 	(ii)	 	in respect of each medical research grant from proceeds of the trust, the
name and address of the recipient of such grant, the amount of such grant and details
of the medical research project to which such grant is to be applied.






	20.3	 	Deed with NHMRC
	 
	(a)	 	The parties agree that if:






	 	(i)	 	JHINV and the National Health and Medical Research Council (“NHMRC”) enter
into a deed in a form acceptable to the NSW Government, acting reasonably (“NHMRC
Deed”) within the period of time specified in clause
20.1(b);
	 
	 	(ii)	 	each “Annual Amount” that JHINV pays to the NHMRC under the NHMRC Deed is no
less than $500,000;
	 
	 	(iii)	 	JHINV pays the first “Annual Amount” to the NHMRC as soon as possible after
the “Commencement Date” under the NHMRC Deed and thereafter pays the “Annual Amount”
to the NHMRC in February of each year, commencing in
February 2008;
	 
	 	(iv)	 	JHINV promptly provides to the NSW Government a copy of any receipt it
receives from the NHMRC in respect of any “Annual Amount” JHINV pays to the NHMRC
under the NHMRC Deed;
	 
	 	(v)	 	JHINV promptly provides to the NSW Government a copy of each “Annual Funding
Report” it receives from the NHMRC under the NHMRC Deed;
	 
	 	(vi)	 	JHINV complies with the NHMRC Deed; and

	 
	 	(vii)	 	the NHRMC Deed is not terminated,






	 	 	then, for the period in which all of the above circumstances exist, JHINV’s obligations
under clauses 20.1 and 20.2 are suspended.
	 
	(b)	 	If:






	 	(i)	 	the NHMRC Deed is terminated; or




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	 	(ii)	 	for any other reason JHINV does not make ten payments of at least $500,000
each under the NHMRC Deed within 10 years of the Commencement
Date,






	 	 	then JHINV’s obligations under clauses 20.1 and 20.2 will cease to be suspended and JHINV
must comply with those obligations in respect of the balance of $5,000,000, after deducting
any payments made to NHMRC under the NHMRC Deed.
	 
	(c)	 	If clause 20.3(b) applies, JHINV must establish the trust fund required under clause 20.1 as
soon as reasonably practicable after the relevant event in clauses 20.3(b)(i) or (ii) occurs,
and no later than the date which is 6 months after that event
occurs.




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Annexure B





	20	 	MEDICAL RESEARCH
	 
	20.1	 	Medical research




Subject to clause 20.3, the Parties agree that:





	(a)	 	JHINV will contribute an amount of $500,000 per annum for a period of 10 years (starting on
the Commencement Date and payable on or by each anniversary thereof) for the purposes of
conducting or funding the conduct of medical research into the diagnosis and treatment of
Asbestos diseases on the basis that:






	 	(i)	 	JHINV administers its own medical research grants scheme with the assistance
of relevant experts to review and make recommendations concerning the expressions of
interest and research proposals; and
	 
	 	(ii)	 	any funds not used in any particular year can be carried over and added to
the next year’s funding amount;






	(b)	 	JHINV will, within 9 months of the Commencement Date, establish a trust for the purposes of
conducting or funding the conduct of medical research into the diagnosis and treatment of
Asbestos diseases and ensure that all funds paid to that trust are maintained in one or more
bank accounts to be used only for the purposes of the trust;
	 
	(c)	 	the trustee of the medical research trust will at all times be a member of the JHINV Group
determined by JHINV in its discretion;
	 
	(d)	 	the awarding of medical research grants from the proceeds of the trust shall be a matter for
the trustee to determine in accordance with the purposes of the trust; and
	 
	(e)	 	on and from the time the final payment required under this clause 20.1 is made, or if for any
reason the trust determines earlier than on the tenth anniversary of the Commencement Date,
JHINV may at its election, by Notice to the NSW Government determine the medical research
trust and in any such case any resulting surplus funds and any amounts not then due and
payable under clause 20.1(a) shall be paid to one or more medical research institutions
selected by agreement between JHINV and the NSW Government which are of good repute and which
conduct medical research into the diagnosis and treatment of Asbestos diseases (and on such
terms as JHINV may consider reasonable to ensure that such funds are only expended on such
medical research into Asbestos diseases).






	20.3	 	Reporting obligations
	 
	(a)	 	Subject to clause 20.3, within 20 Business Days after establishing the trust referred to in
clause 20.1(b), JHINV shall give Notice to the NSW Government confirming that the trust has been established and attaching a copy of the instrument by
which the trust was established.




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	(b)	 	Subject to clause 20.3, JHINV agrees to promptly provide to the NSW Government copies of the
annual reports, financial statements and such other periodic reports as may be produced by the
medical research trust from time to time in relation to the granting of medical research
grants.
	 
	(c)	 	Subject to clause 20.3, JHINV agrees to procure that the trust deed pursuant to which the
trust is established shall oblige the trustee to include within its periodical reporting:






	 	(i)	 	the amount of each contribution by JHINV under clause 20.1(a) and the current
balance of the trust funds; and
	 
	 	(ii)	 	in respect of each medical research grant from proceeds of the trust, the
name and address of the recipient of such grant, the amount of such grant and details
of the medical research project to which such grant is to be applied.






	20.3	 	Deed with NHMRC
	 
	(a)	 	The parties agree that if:






	 	(viii)	 	JHINV and the National Health and Medical Research Council (“NHMRC”) enter into a
deed in a form acceptable to the NSW Government, acting reasonably (“NHMRC Deed”)
within the period of time specified in clause 20.1(b);
	 
	 	(ix)	 	each “Annual Amount” that JHINV pays to the NHMRC under the NHMRC Deed is no
less than $500,000;
	 
	 	(x)	 	JHINV pays the first “Annual Amount” to the NHMRC as soon as possible after
the “Commencement Date” under the NHMRC Deed and thereafter pays the “Annual Amount”
to the NHMRC in February of each year, commencing in February 2008;
	 
	 	(xi)	 	JHINV promptly provides to the NSW Government a copy of any receipt it
receives from the NHMRC in respect of any “Annual Amount” JHINV pays to the NHMRC
under the NHMRC Deed;
	 
	 	(xii)	 	JHINV promptly provides to the NSW Government a copy of each “Annual Funding
Report” it receives from the NHMRC under the NHMRC Deed;
	 
	 	(xiii)	 	JHINV complies with the NHMRC Deed; and

	 
	 	(xiv)	 	the NHRMC Deed is not terminated,






	 	 	then, for the period in which all of the above circumstances exist, JHINV’s obligations
under clauses 20.1 and 20.2 are suspended.
	 
	(b)	 	If:






	 	(i)	 	the NHMRC Deed is terminated; or




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	 	(iii)	 	for any other reason JHINV does not make ten payments of at least $500,000
each under the NHMRC Deed within 10 years of the Commencement Date,






	 	 	then JHINV’s obligations under clauses 20.1 and 20.2 will cease to be suspended and JHINV
must comply with those obligations in respect of the balance of $5,000,000, after deducting
any payments made to NHMRC under the NHMRC Deed.
	 
	(c)	 	If clause 20.3(b) applies, JHINV must establish the trust fund required under clause 20.1 as
soon as reasonably practicable after the relevant event in clauses 20.3(b)(i) or (ii) occurs,
and no later than the date which is 6 months after that event occurs.






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