Exhibit 2.3
 
   JHIF  JHBP  Guarantor
 Mallesons Stephen Jaques




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James Hardie  Common Terms Deed Poll
 Details
    
    
    1General terms
    
    
    31    Interpretation
    
    
    31.1 Definitions
    
    
    31.2 References to certain general terms
    
    
    191.3 Numbers
    
    
    201.4 Headings
    
    
    201.5 Conflict
    
    
    201.6 Shareholder ratification
    
    
    211.7 Borrowers severally liable only
    
    
    21Part 1 Creditors and Facilities
    
    
    222    Creditors and Facilities
    
    
    222.1 Creditors and Facilities
    
    
    222.2 Removal of benefit for particular Creditor
    
    
    22Part 2 Standard terms  all Facilities
    
    
    233    Conditions precedent
    
    
    233.1 Conditions to first drawdown
    
    
    233.2 Conditions to subsequent drawdowns
    
    
    244    Payments
    
    
    254.1 Manner of payment
    
    
    254.2 Currency of payment
    
    
    255    Withholding tax
    
    
    265.1 Payments by Obligor
    
    
    265.2 Payments by a facility agent to Creditors
    
    
    265.3 Tax credit
    
    
    275.4 Early repayment or redemption
    
    
    276    Increased costs
    
    
    276.1 Compensation
    
    
    276.2 Substantiating costs
    
    
    286.3 Procedure for claim
    
    
    286.4 Possible minimisation
    
    
    287    Illegality
    
    
    297.1 Creditors right to suspend or cancel
    
    
    297.2 Extent and duration
    
    
    297.3 Notice requiring early repayment or redemption
    
    
    297.4 Creditor to seek alternative funding method
    
    
    29
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8    Representations and warranties
    
    
    308.1 Representations and warranties
    
    
    308.2 When representations and warranties made
    
    
    338.3 Reliance on representations and warranties
    
    
    339    Undertakings
    
    
    339.1 Application
    
    
    339.2 General undertakings
    
    
    339.3 Negative Pledge
    
    
    349.4 Financial undertakings
    
    
    349.5 GAAP
    
    
    349.6 Reporting undertakings
    
    
    359.7 Officers certificate
    
    
    3810    Events of default
    
    
    3810.1 Events of Default
    
    
    3810.2 Consequences of default
    
    
    4211    Review events
    
    
    4212    Costs and indemnities
    
    
    4312.1 What the Borrower agrees to pay
    
    
    4312.2 Indemnity
    
    
    4312.3 Currency conversion on judgment debt
    
    
    4412.4 Indirect Taxes
    
    
    4413    Interest on overdue amounts
    
    
    4513.1 Obligation to pay
    
    
    4513.2 Compounding
    
    
    4513.3 Interest following judgment
    
    
    45Part 3 General
    
    
    4614    Change of Borrowers
    
    
    4614.1 New Borrowers
    
    
    4614.2 Release of Borrowers
    
    
    4615    Dealing with interests
    
    
    4715.1 Dealings by Obligors
    
    
    4715.2 Dealings by Creditors
    
    
    4715.3 Change in lending office
    
    
    4715.4 Securitisation permitted
    
    
    4715.5 No increased costs
    
    
    4815.6 Professional Market Party (PMP)
    
    
    4816    Obligors Agent
    
    
    4816.1 Obligors Agent as agent of the Obligors
    
    
    4816.2 Acts of Obligors Agent
    
    
    4917    Notices
    
    
    4917.1 Form
    
    
    4917.2 Delivery
    
    
    49
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17.3 When effective
    
    
    5017.4 Receipt  postal
    
    
    5017.5 Receipt  fax
    
    
    5017.6 Receipt  general
    
    
    5017.7 Notices to or from facility agent
    
    
    5017.8 Waiver of notice period
    
    
    5018   General
    
    
    5018.1 Consents
    
    
    5018.2 Certificates
    
    
    5018.3 Set-off
    
    
    5118.4 Discretion in exercising rights
    
    
    5118.5 Partial exercising of rights
    
    
    5118.6 No liability for loss
    
    
    5118.7 Conflict of interest
    
    
    5118.8 Remedies cumulative
    
    
    5118.9 Indemnities
    
    
    5118.10 Rights and obligations are unaffected
    
    
    5118.11 Inconsistent law
    
    
    5218.12 Supervening legislation
    
    
    5218.13 Variation
    
    
    5218.14 Waiver
    
    
    5218.15 Confidentiality
    
    
    5218.15A Creditors compliance with law
    
    
    5318.16 No responsibility for others obligations
    
    
    5318.17 Further steps
    
    
    5318.18 Counterparts
    
    
    5318.19 Governing law
    
    
    5318.20 Serving documents
    
    
    5318.21 Process Agent
    
    
    5418.22 Each Creditors consent to this amended
and restated deed
    
    
    54Schedule 1  Verification Certificate (clause 3.1
    
    
    55Schedule 2  Facility Nomination Letter (clause 2.1
    
    
    57Schedule 3  Form of New Borrower Deed Poll (clause 14.1
    
    
    59Schedule 4  Form of Release Request (clause 14.2)
    
    
    60Schedule 5  Form of Deed of Release (clause 14.2)
    
    
    61Signing page
    
    
    62
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James Hardie  Common Terms Deed Poll
  Interpretation
 Parties
    
    JHIF, JHBP and
the Guarantor, each as described below.JHIF
    
    Name
    
    James Hardie International Finance B.V.Corporate seat
    
    AmsterdamRegistered Number
    
    34108775Address
    
    8th Floor, Atrium, Unit 08Strawinskylaan 30771077 ZX AmsterdamThe NetherlandsFax
    
    + 31 20 404 2544Attention
    
    TreasurerJHBP
    
    Name
    
    James Hardie Building Products, Inc.Incorporated in
    
    NevadaAddress
    
    Suite 10026300 La AlamedaMission Viejo CA 92691United States of AmericaFax
    
    + 1 949 348 4534Attention
    
    Company SecretaryGuarantor
    
    Name
    
    James Hardie Industries N.V.Corporate seat
    
    AmsterdamRegistered Number
    
    34106455ABN
    
    49 097 829 895Address
    
    8th Floor, Atrium, Unit 08Strawinskylaan 30771077 ZX AmsterdamThe NetherlandsFax
    
    + 31 20 404 2544
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Parties
    
    JHIF, JHBP and
the Guarantor, each as described below.Attention
    
    Managing Director and Company SecretaryIn favour of:
    
    Each Creditor as defined in this amended and restated deed.Date of deed
    
    See Signing page
 Recitals
    
    A
    
    This amended and restated deed amends and restates the James Hardie -
Common Terms Deed Poll dated 15 June 2005 executed by JHIF and the
Guarantor as previously amended by the CTDP Amendment Deed and New
Borrower Deed Poll dated 12 January 2006 executed by JHBP, JHIF and the
Guarantor (together, the Previous Deeds).B
    
    The amendment and restatement of the Previous Deeds does not affect the
nomination of any Person as a Creditor nor the nomination of any document
as a Facility Agreement or Transaction Document prior to the execution of
this amended and restated deed.
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James Hardie  Common Terms Deed Poll
  1
    
    Interpretation1.1
    
    Definitions
  A$, AUD Australian Dollars
 Amended and Restated Trust Deed
 Asbestos Injuries Compensation Fund
 ASX
 ASX CNW Announcement
 ASX CNW Announcement Date
 Authorisation
 (a)
    
    any consent, registration, filing, agreement, notarisation, certificate,
licence, approval, permit, authority or exemption from, by or with a Government
Agency; and(b)
    
    any consent or authorisation regarded as given by a Government Agency due
to the expiration of the period specified by a statute within which the Government
Agency should have acted if it wished to proscribe or limit anything already lodged,
registered or notified under that statute.
 Authorised Officer
 (a)
    
    in the case of a Creditor, a director or secretary of the Creditor, or an
officer of that party whose title contains the word director, chief, head,
president, vice-president, executive or manager, or a person performing the
functions of any of them, or any other person appointed by the Creditor as an
Authorised Officer for the purposes of a Transaction Document; and
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(b)
    
    in the case of an Obligor, a person appointed by the Obligor and notified
to the Creditor as an Authorised Officer for the purposes of a Transaction Document,
and whose specimen signature is provided with such notification to the Creditor.
 Beneficiary Nomination Letter
 Borrower
 Break Costs
 (a)
    
    the liquidation or re-employment of deposits or other funds acquired or
contracted for by the Creditor to fund or maintain financial accommodation under a
Facility; or(b)
    
    the termination or reversing of any agreement or arrangement entered into
by the Creditor to hedge, fix or limit its effective cost of funding in relation to a
Facility,
  Business Day
 (a)
    
    in respect of a day on which the interest rate under a Facility Agreement
is required to be determined and for the purposes of giving drawdown notices and
selection notices under a Facility Agreement, banks are open for general banking
business in London;(b)
    
    for the purposes of making or receiving any payments in US Dollars, banks
are open for general banking business in London, New York and Sydney;(c)
    
    for the purpose of making or receiving any payments in another currency,
banks are open for general banking business in such place or places specified in a
relevant Facility Agreement; and(d)
    
    for all other purposes, banks are open for general banking business in
Amsterdam, Sydney and any other place specified in a relevant Facility Agreement.
 Capital Lease
 Capital Lease Obligation
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Change of Control
 Charitable Fund
 Compensation Provision
 Consolidated Funded Capitalisation
 Consolidated Funded Debt
 (a)
    
    all Funded Debt (if any) of the Excluded Entities; and(b)
    
    all offsetting debits and credits between any Group Members (excluding the
Excluded Entities) and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Group in accordance with
GAAP.
 Consolidated Net Worth
 (a)
    
    the par value (or value stated in the books of the Group) of the capital
stock (but excluding treasury stock and capital stock subscribed and unissued) of the
Group; and(b)
    
    the amount of the paid-in capital and retained earnings of the Group,
  (c)
    
    as if the Excluded Entities were not Subsidiaries of the Guarantor (to the
intent that the assets, liabilities and other balance sheet items of all Excluded
Entities shall be excluded in calculating Consolidated Net Worth); and(d)
    
    in accordance with GAAP,
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Consolidated Permitted External Financial Indebtedness
 Controller
 Corporations Act Corporation Act
 Costs
 Creditor
 Deed of Release
 Default Rate
 Details
 Directive
 (a)
    
    a law; or(b)
    
    a treaty, official directive, regulation, request, guideline or policy
(whether or not having the force of law) with which responsible financiers generally
comply in carrying on their business.
 Due Currency
 EBIT
 (a)
    
    significant, extraordinary, abnormal or exceptional items;(b)
    
    items recognised in connection with the Special Commission of Inquiry into
Medical Research and Compensation Foundation and other related expenses; and(c)
    
    income tax,
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(d)
    
    adding back Net Interest Charges and all items referred to in paragraphs
(a) to (e) of the definition of Net Interest Charges that were deducted in deriving
the operating profit figure of the Group; and(e)
    
    eliminating all income, expense and other profit and loss statement impact
of the Excluded Entities,
  Environmental Laws
 Event of Default
 Exchange Act
 Excluded Entity
 (a)
    
    Amaba Pty Limited (ACN 000 387 342);(b)
    
    Amaca Pty Limited (ACN 000 035 512);(c)
    
    ABN 60 Pty Limited (ACN 000 009 263); and(d)
    
    Marlew Mining Pty Limited (formerly known as Asbestos Mines Pty Limited)
(ACN 000 049 650),
  Excluded Tax
 (a)
    
    a Tax imposed by any jurisdiction on or assessed against a Creditor as a
consequence of the Creditor being a resident of or organised in or doing business in
that jurisdiction, but not any Tax:
 (i)
    
    that is calculated on or by reference to the gross amount
of a payment derived under a Transaction Document or another document
referred to in a Transaction Document (without the allowance of a
deduction);
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(ii)
    
    that is imposed as a result of the Creditor being
considered a resident or organised or doing business in that jurisdiction
solely as a result of it being a party to a Transaction Document or a
transaction contemplated by a Transaction Document; or
 (b)
    
    in relation to any payment by an Obligor resident or incorporated in the
United States of America (US Obligor), any Tax payable by reason of the Creditor
not being in receipt of such payment through, or such payment not being attributable
to, a branch or lending office in the United States of America or by reason of the
payment not being considered effectively connected income of a trade or business
conducted within the United States of America by such branch or lending office
(including, without limitation, any withholding tax payable under the laws of the
United States of America in respect of interest due from a US Obligor under a
Facility Agreement); or(c)
    
    a Tax which would not be required to be deducted by an Obligor if, before
the Obligor makes a relevant payment, a relevant Creditor provided the Obligor with
any of its name, address, registration number or similar details or any relevant tax
exemption or similar details.
 Facility
 Facility Agreement
 Facility Nomination Letter
 Final Funding Agreement
 Financial Indebtedness
 (a)
    
    its liabilities for borrowed money (including all liabilities in respect of
letters of credit (excluding letters of credit and performance guarantees posted in
respect of payment of accounts payable arising in the ordinary course of business) or
instruments serving a similar function issued or accepted for its account by banks
and other financial institutions);
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(b)
    
    its liabilities for the deferred purchase price (for more than 90 days) of
property acquired by such Group Member (excluding accounts payable arising in the
ordinary course of business);(c)
    
    its Capital Lease Obligations;(d)
    
    all Preferred Stock of Subsidiaries (excluding the Excluded Entities) of
such Group Member which is not owned by such Group Member or a Wholly Owned
Subsidiary of such Group Member; and(e)
    
    any Guarantee of such Group Member with respect to liabilities of a type
described in any of paragraphs (a) to (d) of this definition.
 Financial Year
 Financier Nomination Letter
 Free Cash Flow
 Fund
 Fund Guarantee
 Funded Debt
 GAAP
 Government Agency
 Group Group Member
 Guarantee
 (a)
    
    to provide funds (whether by the advance or payment of money, the purchase
of or subscription for shares or other securities, the purchase of assets or
services, or otherwise) for the payment or discharge of;(b)
    
    to indemnify any person against the consequences of default in the payment
of; or
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(c)
    
    to be responsible for,
  Guarantee and Subordination Documents
 (a)
    
    the Guarantee Trust Deed;(b)
    
    the Intercreditor Deed;(c)
    
    each Beneficiary Nomination Letter; and(d)
    
    each Financier Nomination Letter.
 Guarantee Trust Deed
 Guarantor
 Indirect Tax
 Intercreditor Deed
 JHBP Financial Reports
 JHIF Financial Report
 Majority Creditor
 (a)
    
    in relation to a syndicated or capital markets facility, the Creditors who
form a majority (howsoever described) as defined under that Facility or all such
Creditors, to the extent so required under that facility; and(b)
    
    in relation to a bilateral facility, the Creditor under that facility.
 Material Adverse Effect
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(a)
    
    the ability of each Borrower to perform its obligations to pay Outstanding
Moneys when the same are due or within any applicable grace period;(b)
    
    the ability of the Guarantor to perform its obligations under the Guarantee
Trust Deed in favour of the Creditor when the same are due or within any applicable
grace period; or(c)
    
    the validity or enforceability of the Transaction Documents.
 Material Subsidiary
 Net Interest Charges
 (a)
    
    any swap break or reset costs incurred and paid as part of any termination
of any hedging or facility;(b)
    
    any break costs, early redemption premium, make-whole payments, liquidated
damages or other penalties (howsoever described) incurred and paid in connection with
the prepayment of any facility;(c)
    
    capitalising interest under any agreement for the provision of Financial
Indebtedness to a Group Member which is in the nature of:
 (i)
    
    a construction facility to fund capital expenditure to be
undertaken by a Group Member (but only while that capitalising interest is
not payable under the terms of that agreement); or(ii)
    
    a capital-indexed or zero coupon debt instrument which
contractually allows the capitalisation of interest;
 (d)
    
    establishment, arrangement, underwriting and other fees payable once only
on the initial provision of financial accommodation; and(e)
    
    all interest and amounts in the nature of interest, and any other amounts
of the kind referred to in paragraphs (a) to (d) above, relating to:
 (i)
    
    Subordinated Debt;(ii)
    
    hybrid capital;(iii)
    
    Non-Recourse Debt; or
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(iv)
    
    a loan under which financial accommodation is provided
from one Group Member (not being an Excluded Entity) to another Group Member
(not being an Excluded Entity).
 New Borrower
 New Borrower Deed Poll
 Non-Australian Obligor
 Non-Recourse Debt
 (a)
    
    the person to whom the Project Debt is owed does not have recourse (whether
by way of execution, set-off or otherwise) to a Group Member or its assets for the
payment or repayment of the Project Debt other than to assets which the Security
Interest (Project Securities) securing that Project Debt are permitted to extend to
under paragraph (h) of the definition of Permitted Security Interest (that person,
and any agent or trustee on that persons behalf, being a Non-Recourse Financier);(b)
    
    the Non-Recourse Financier may not seek to wind up or place into
administration, or pursue or make a claim in the winding up or administration of, any
other Group Member to recover or to be repaid that Project Debt;(c)
    
    the Non-Recourse Financier cannot obtain specific performance or a similar
remedy with respect to any obligation of another Group Member to pay or repay that
Project Debt; and(d)
    
    the Non-Recourse Financier and any receiver, receiver and manager, agent or
attorney appointed under the Project Securities, may not incur a liability on behalf
of, or for the account of, a Group Member which liability itself is not subject to
the above paragraphs as if references to Project Debt in those paragraphs included
that liability.
  Obligor
 (a)
    
    a Borrower; or(b)
    
    the Guarantor.
 Obligors Agent
 (a)
    
    appointed by all the Borrowers and the Guarantor as Obligors Agent;
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(b)
    
    which has accepted such appointment; and(c)
    
    whose appointment has been notified to all Creditors.
 Outstanding Moneys
 (a)
    
    are present or future;(b)
    
    are actual, prospective, contingent or otherwise;(c)
    
    are at any time ascertained or unascertained;(d)
    
    are owed or incurred by, or on account of, that Obligor alone or severally
or jointly with any other person;(e)
    
    are owed to or incurred for the account of that Creditor alone or severally
or jointly with any other person;(f)
    
    are owed or incurred as principal, interest, fees, charges, taxes, duties
or other imposts, damages (whether for breach of contract or tort or incurred on any
other ground), losses, costs or expenses, or on any other account; or(g)
    
    comprise any combination of the above.
 Permitted External Financial Indebtedness
 (a)
    
    a working capital facility;(b)
    
    a transactional banking facility;(c)
    
    a Capital Lease;(d)
    
    Non-Recourse Debt;(e)
    
    a soft loan or other form of financial accommodation given to a Group
Member by a Government Agency in connection with capital works or expansion plans
undertaken by that Group Member or any other Group Member; or(f)
    
    any financial accommodation which, in the opinion of the Guarantor, it is
preferable for the relevant Group Member to raise from external sources (rather than
by an intra-Group borrowing) for reasons based on economic advantage, administrative
convenience and/or legal, structural, political and/or tax considerations.
 Permitted Security Interest
 (a)
    
    a Security Interest created by operation of law or otherwise to secure
taxes, assessments or other governmental charges which are not more than 90 days
overdue or are being contested in good faith;
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(b)
    
    a Security Interest which a Group Member is required to create by any
applicable law or is required or considers it necessary or expedient to create in
order to obtain, maintain or renew any Authorisation;(c)
    
    a Security Interest created by operation of law or otherwise in favour of a
landlord, carrier, warehouseman, mechanic, materialman or other supplier (including
rights by way of reservation or retention of title to property) or other similar
Security Interest, in each case, incurred in the ordinary course of business for sums
which are not more than 90 days overdue or are being contested in good faith;(d)
    
    a Security Interest incurred, or deposits made, in the ordinary course of
business:
 (i)
    
    in connection with workers compensation, unemployment
insurance and other types of social security, employment or retirement
benefits; or(ii)
    
    to secure (or to obtain letters of credit that secure)
the performance of tenders, statutory obligations, surety bonds, appeal
bonds, bids, leases (other than Capital Leases), performance bonds,
purchase, construction or sales contracts and other similar obligations,
  (A)
    
    in connection with the borrowing of
money, the obtaining of advances or credit or payment of the
deferred purchase price of property; nor(B)
    
    to secure obligations due under the
Final Funding Agreement or any Related Agreement (as defined in the
Final Funding Agreement);
 (e)
    
    a Security Interest in respect of a judgment debt of a Group Member,
provided that the judgment is discharged or execution of it is stayed (permanently or
pending appeal) within 90 days of entry thereof or adequate reserves have been
provided for it;(f)
    
    leases or subleases granted to others, easements, rights-of-way,
restrictions and other similar charges or encumbrances, in each case incidental to,
and not interfering with, the ordinary conduct of the business of the Group;(g)
    
    a Security Interest on property or assets of a Group Member (not being an
Excluded Entity) securing Financial Indebtedness owing to another Group Member (not
being an Excluded Entity);(h)
    
    a Security Interest existing or created under or in respect of Non-Recourse
Debt facilities where the party holding any such Security Interest has security over
Project Property or Project Vehicles only but no right of recourse to an Obligor or
any Obligors other assets;
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(i)
    
    a Security Interest created on any asset or group of associated assets
acquired by a Group Member or developed by a Group Member after 15 June 2005:
 (i)
    
    for the sole purpose of financing or refinancing that
acquisition or development; and(ii)
    
    securing principal moneys not exceeding one hundred per
cent (100%) of the cost of that acquisition or development;
 (j)
    
    a Security Interest existing at the time of acquisition on any asset
acquired by a Group Member after 15 June 2005 and not created in contemplation of the
acquisition, provided that there is no increase in the amount of the principal moneys
secured by that Security Interest;(k)
    
    a Security Interest existing on property of a person immediately prior to
its being consolidated with or merged into a Group Member or its becoming a Group
Member (by becoming a Subsidiary of the Guarantor), provided that the Security
Interest was not created in contemplation of the consolidation, merger or acquisition
and there is no increase in the amount of the principal moneys secured by that
Security Interest;(l)
    
    any Security Interest existing at 15 June 2005 provided there is no
increase in the amount of the principal moneys secured by that Security Interest;(m)
    
    a Security Interest replacing, renewing, extending or refunding any
Security Interest permitted by paragraph (i), (j), (k), (l) or (m), provided that:
 (i)
    
    the principal moneys secured by such Security Interest
immediately prior to such replacement, renewal, extension or refunding is
not increased or the maturity thereof reduced; and(ii)
    
    the Security Interest is not extended to any other
property;
 (n)
    
    a Security Interest created with the prior written consent of each Majority
Creditor (or in the case of a syndicated facility, an agent or trustee acting on the
instructions of the relevant Majority Creditor);(o)
    
    a Security Interest created by a Group Member over its interest in a joint
venture to secure:
 (i)
    
    its obligations under the joint venture to any other
party to the joint venture; or(ii)
    
    its obligations, or the obligations of the joint venture,
or the obligations of any entity formed for the purpose of the joint
venture, under any agreement (including an agreement relating to financial
accommodation) entered into for the purposes of the joint venture; or
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(p)
    
    any Security Interest created pursuant to the general conditions of a bank
operating in the Netherlands based on the general conditions drawn up by the
Netherlands Bankers Association (Nederlandse Vereniging van Banken) and the
Consumers Union (Consumentenbond),
  PMP
 (a)
    
    legal entities which are authorised or regulated to operate in the
financial markets, including: credit institutions, investment firms, other authorised
or regulated financial institutions, insurance companies, collective investment
schemes and their management companies, pension funds and their management companies,
commodity dealers, as well as entities not so authorised or regulated whose corporate
purpose is solely to invest in securities;(b)
    
    national or regional public bodies, central banks, international or
supranational financial organizations;(c)
    
    enterprises:
 (i)
    
    having a net shareholders equity totalling
10,000,000 or more preceding the making available of the repayable
funds; and(ii)
    
    which have been active on the financial markets at least
twice a month, on average, during two consecutive years preceding the making
available of the repayable funds; and
 (d)
    
    a person or company from which redeemable funds will be obtained through a
debt instrument or a private contract, if the nominal value of the debt instrument or
the claim under the private contract is at least 50,000 (or the equivalent in
another currency), or the debt instrument or the claim under the private contract is
acquired for a total consideration of at least 50,000 (or the equivalent in
another currency).
 Potential Event of Default
 Preferred Stock
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Previous Deeds
 Project Activity
 Project Debt
 (a)
    
    Financial Indebtedness in relation to the acquisition and/or cost of
Project Activities;(b)
    
    Financial Indebtedness incurred before or at the time of carrying out
Project Activities solely for the purpose of financing or refinancing the acquisition
and/or cost of the Project Activities;(c)
    
    any Financial Indebtedness incurred solely to refinance any Financial
Indebtedness referred to above or incurred under any successive refinancing;(d)
    
    any liabilities under hedging transactions entered into in connection with
any Financial Indebtedness referred to above or any Project Activity;(e)
    
    interest or amounts in the nature of interest, charges, fees, costs of any
nature (including break costs or costs arising from changes in law), duties,
expenses, currency indemnities, withholding taxes, indirect taxes and other similar
indebtedness (however described) which, in any case, is or are incurred or payable in
connection with any of the above; or(f)
    
    any guarantee or indemnity securing payment or repayment of any of the
above amounts (but not any other Financial Indebtedness),
  Project Property
 (a)
    
    assets forming part of or connected with or derived from that project or
development; and(b)
    
    proceeds derived from other Project Property relating to that project or
development.
 Project Vehicle
 Related Entity
 Release Request
 17




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##### 



Relevant Entity
 Reporting Date
 Security Interest
 (a)
    
    includes any retention of title agreements arising other than in the
ordinary course of business; and(b)
    
    excludes any right of set-off, right to combine accounts, or other similar
right or arrangement arising in the ordinary course of business or by operation of
law.
 Subordinated Debt
 Subsidiary
 Tax
 Termination Date
 Transaction Document
 (a)
    
    this amended and restated deed;(b)
    
    each Facility Agreement;(c)
    
    each Facility Nomination Letter;(d)
    
    each New Borrower Deed Poll;(e)
    
    each Deed of Release;(f)
    
    the Guarantee and Subordination Documents;
 18




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##### 



(g)
    
    any other document agreed to be a Transaction Document by the Guarantor and
a Creditor; and(h)
    
    any document entered into for the purpose of amending or novating any of
the above.
 US$, USD US Dollars
 Wholly Owned Subsidiary
 1.2
    
    References to certain general terms
  (a)
    
    a group of persons is a reference to any two or more of them jointly and to
each of them individually;(b)
    
    an agreement, representation or warranty in favour of two or more persons
is for the benefit of them jointly and each of them individually;(c)
    
    an agreement, representation or warranty by two or more persons binds them
individually only;(d)
    
    anything (including an amount) is a reference to the whole and each part of
it (but nothing in this clause 1.2(d) implies that performance of part of an
obligation constitutes performance of the obligation);(e)
    
    a document (including this amended and restated deed) includes any
variation, supplement to, novation or replacement of it;(f)
    
    law includes (without limitation) common law, principles of equity, and
laws made by any legislative body of any jurisdiction (and references to any statute,
regulation or by-law include any modification or re-enactment of or any provision
substituted for, and all statutory and subordinate instruments issued under such
statute, regulation or by-law or such provision);(g)
    
    an accounting term is a reference to that term as it is used in GAAP;(h)
    
    the word person includes an individual, a firm, a body corporate, a
partnership, a joint venture, an unincorporated association and any Government
Agency;(i)
    
    a particular person includes a reference to the persons executors,
administrators, successors, substitutes (including persons taking by novation) and
assigns;(j)
    
    the words including, for example or such as when introducing an
example, do not limit the meaning of the words to which the example relates to that
example or examples of a similar kind;
 19




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##### 



(k)
    
    other parts of speech and grammatical forms of a word or phrase defined in
this amended and restated deed have a corresponding meaning;(l)
    
    an agreement includes an undertaking, deed, agreement or legally
enforceable arrangement or understanding whether or not in writing;(m)
    
    a reference to a document includes any agreement in writing, or any
certificate, notice, instrument or other document of any kind;(n)
    
    a reference to a body, other than a party to, or a beneficiary of, a
Transaction Document (including an institute, association or authority) whether
statutory or not:
 (i)
    
    that ceases to exist; or(ii)
    
    whose powers or functions are transferred to another
body,
  (o)
    
    continuing or subsisting, in relation to an Event of Default or
Potential Event of Default, means an Event of Default or Potential Event of Default
(as the case may be) that has not been waived in writing or remedied.
 1.3
    
    Numbers
  1.4
    
    Headings
  1.5
    
    Conflict
 (a)
    
    Subject to paragraph (b), even if any other Transaction Document is not
expressly made subject to this amended and restated deed and despite the time and
date of its execution, where a conflict arises between the provisions of this amended
and restated deed and any
other Transaction Document, the provisions of this amended and restated deed
shall prevail unless the relevant provision in the other Transaction Document
includes words substantially to the effect of Despite the terms of the Common
Terms Deed Poll.(b)
    
    Where a conflict arises between the provisions of this amended and restated
deed on the one hand and the Guarantee and Subordination Documents on the other hand,
the provisions of the Guarantee and Subordination Documents shall prevail to the
extent of the inconsistency.
 20




---



##### 



1.6
    
    Shareholder ratification
 Relevant Company
 1.7
    
    Borrowers severally liable only
  21




---



##### 



2
    
    Creditors and Facilities2.1
    
    Creditors and Facilities
    2.2
    
    Removal of benefit for particular Creditor
  (a)
    
    all Outstanding Moneys owing to that Creditor have been fully and finally
paid;(b)
    
    that Creditor is not committed to providing further financial accommodation
to a Borrower pursuant to any Facility; and(c)
    
    this is confirmed in writing by the Creditor. If requested by an Obligor,
a Creditor will promptly confirm in writing that this amended and restated deed has
ceased to be for the benefit of, and enforceable by, that Creditor.
 22




---



##### 



3
    
    Conditions precedent3.1
    
    Conditions to first drawdown
  (a)
    
    the Creditor (or, in the case of a syndicated facility, the facility agent)
has received each of the following items in form and substance satisfactory to the
Creditor or the facility agent (as the case may be):
 (i)
    
    (verification certificate) a certificate in relation to
each Obligor given by a director of the relevant Obligor substantially in
the form of schedule 1 (Verification Certificate) with the attachments
referred to therein;(ii)
    
    (legal opinions) closing legal opinions in respect of
this amended and restated deed, the Facility Agreement and the Guarantee and
Subordination Documents from:
 (A)
    
    Loyens & Loeff N.V.,
Netherlands legal advisers to JHIF and the Guarantor;(B)
    
    McDonald Carano &
Wilson, United States of America legal advisers to JHBP;(C)
    
    Mallesons Stephen
Jaques, Australian legal advisers to the Obligors; and(D)
    
    if a relevant Borrower
is incorporated in a jurisdiction other than The
Netherlands or Australia, legal advisers to the Obligors of
recognised standing and acceptable to the Creditor;
 (iii)
    
    (executed documents) to the extent not previously
provided to the Creditor under this amended and restated deed:
 (A)
    
    an original counterpart
or certified copy of this amended and restated deed;(B)
    
    original counterparts
of the Facility Agreement; and(C)
    
    a Facility Nomination
Letter, if required by the Facility Agreement;(D)
    
    certified copy of the
Guarantee Trust Deed;
 23




---



##### 



(E)
    
    a Beneficiary
Nomination Letter, if required by the Facility Agreement;(F)
    
    a certified copy of the
Intercreditor Deed; and(G)
    
    a Financier Nomination
Letter, if required by the Facility Agreement,
  (iv)
    
    (fees) evidence of instructions issued by the Obligors
Agent to pay all fees and expenses which are due under the Facility
Agreement on or before the first drawdown; and
 (b)
    
    (know your customer) if, in relation to the relevant Facility, a Creditor
is required to comply with any know your customer checks and the information
necessary is not already available to it and to the extent not previously provided to
the Creditor under this amended and restated deed or under any other agreement, such
documentation and other evidence as is reasonably requested to enable the Creditor to
so comply, each in form and substance satisfactory to the Creditor (acting
reasonably);(c)
    
    (representations true) the representations and warranties by each Obligor
in clause 8.1 of this amended and restated deed are true as at the date of the first
drawdown notice and on the date of the first drawdown; and(d)
    
    (no default) no Event of Default or Potential Event of Default subsists at
the date of the first drawdown notice or on the date of the first drawdown or will
result from the provision of the requested financial accommodation.
 3.2
    
    Conditions to subsequent drawdowns
  (a)
    
    (representations true) the representations and warranties by each Obligor
in clause 8.1 of this amended and restated deed (other than clause 8.1(d)(ii)) are
true as at the date of the drawdown notice and on the drawdown date, as though they
had been made at that date in respect of the facts and circumstances then subsisting;
and(b)
    
    (no default) no Event of Default or Potential Event of Default subsists at
the date of the drawdown notice or on the drawdown date or will result from the
provision of the requested financial accommodation.
 24




---



##### 



4
    
    Payments
 4.1
    
    Manner of payment
  (a)
    
    on the due date (or, if that is not a Business Day, on the next Business
Day unless that day falls in the following month or after the Termination Date for
the relevant Facility, in which case, on the previous Business Day);(b)
    
    at the time which is customary at the time for settlement of transactions
in the relevant currency in the place for payment (if any) specified in the relevant
Facility Agreement;(c)
    
    in the Due Currency in immediately available funds;(d)
    
    in full without set-off or counterclaim, and without any deduction in
respect of Taxes unless prohibited by law; and(e)
    
    to the applicable Creditor (or, in the case of a Creditor under a
syndicated facility, the facility agent on its behalf) by making payment to the
account nominated by the Creditor or by payment as the Creditor otherwise directs.
   4.2
    
    Currency of payment
  (a)
    
    it may convert the amount received into the Due Currency (even though it
may be necessary to convert through a third currency to do so) on the day and at such
rates (including spot rate, same day value rate or value tomorrow rate) as it
reasonably considers appropriate. It may deduct its usual Costs in connection with
the conversion; and(b)
    
    the Obligor satisfies its obligation to pay in the Due Currency only to the
extent of the amount of the Due Currency obtained from the conversion after deducting
the Costs of the conversion. Any surplus amount will be paid promptly by that
Creditor to the relevant Obligor.
 25




---



##### 



5
    
    Withholding tax
 5.1
    
    Payments by Obligor
 Indemnified Party
 (a)
    
    the Obligor agrees to deduct the amount for such Taxes and any further
deduction applicable to any further payment due under paragraph (c) below;(b)
    
    the Obligor agrees to pay an amount equal to the amount deducted or
withheld to the relevant authority in accordance with applicable law; and(c)
    
    unless the Tax is an Excluded Tax, the amount payable is increased so that,
after making the deduction or withholding and further deductions or withholdings
applicable to additional amounts payable under this clause 5.1(c), the Indemnified
Party is entitled to receive (at the time the payment is due) the amount it would
have received if no deductions or withholdings had been required.
 5.2
    
    Payments by a facility agent to Creditors
  (a)
    
    the facility agent must deduct or withhold the amount for such Taxes and
any further deduction or withholding applicable to any further payment due under
paragraph (c) below;(b)
    
    the facility agent must pay an amount equal to the amount deducted or
withheld to the relevant authority in accordance with applicable law and promptly
give the original receipts to the relevant Borrower;(c)
    
    unless the Tax is an Excluded Tax, the amount payable is increased so that,
after making the deduction or withholding and further deductions or withholdings
applicable to additional amounts payable under this clause 5.2(c), the Creditor is
entitled to receive (at the time the payment is due) the amount it would have
received if no deductions or withholdings had been required; and(d)
    
    unless the Tax is an Excluded Tax, the relevant Borrower must pay to the
facility agent an amount equal to any deduction or withholding which the facility
agent is required to make under this clause 5.2.
 26




---



##### 



5.3
    
    Tax credit
  (a)
    
    give notice thereof to the Obligors Agent and take steps to obtain that
credit, rebate or benefit; and(b)
    
    to the extent that in its opinion it can do so without prejudice to the
retention of the credit, rebate or benefit, and upon receipt thereof, reimburse to
the Obligor such amount of the credit, rebate or benefit as that Creditor shall, in
its opinion (acting reasonably), have determined to be attributable to the deduction
or withholding. In complying with this clause, no Creditor need disclose to any
Obligor information about their tax affairs or order them in a particular way.
 5.4
    
    Early repayment or redemption
  6
    
    Increased costs
 6.1
    
    Compensation
  (a)
    
    a Directive, or change in Directive, in either case applying for the first
time after the date of the relevant Facility Agreement;(b)
    
    a change in a Directives interpretation or administration by an authority
after the date of the relevant Facility Agreement; or(c)
    
    compliance by the Creditor or any of its Related Entities with any such
Directive, changed Directive or changed interpretation or administration,
  (i)
    
    increases the effective cost to that Creditor of making,
funding or maintaining the relevant Facility or its proportion of the
Facility; or(ii)
    
    reduces any amount paid or payable to, or received or
receivable by, that Creditor or the effective return to that Creditor in
connection with the relevant Facility.
 27




---



##### 



6.2
    
    Substantiating costs
  6.3
    
    Procedure for claim
 (a)
    
    In the absence of manifest error, and subject to clause 6.2 (Substantiating
costs), a certificate by a Creditor is sufficient evidence of the amount of the
compensation payable by the relevant Borrower to the Creditor under clause 6.1
(Compensation).(b)
    
    In determining the amount of the compensation payable under clause 6.1
(Compensation), the Creditor may use averaging and attribution methods commonly used
by the Creditor or any other method it reasonably considers appropriate to determine
the amount.
 6.4
    
    Possible minimisation
 (a)
    
    The Creditor agrees:
 (i)
    
    to use reasonable endeavours to mitigate the effects of
those events or circumstances giving rise to the increased cost or reduction
in any payment or return for which the Creditor (or a facility agent on its
behalf) claims compensation under clause 6.1 (Compensation); and(ii)
    
    at the request of the Obligors Agent, to consider the
transfer or assignment of its rights and obligations under this amended and
restated deed and the other relevant Transaction
 28




---



##### 



(b)
    
    Subject to clause 6.4(a)(i), the relevant Borrower agrees to compensate the
Creditor whether or not the increase or the reduction could have been avoided.
 7
    
    Illegality
 7.1
    
    Creditors right to suspend or cancel
  (a)
    
    a change in a Directive;(b)
    
    a change in the interpretation or administration of a Directive by an
authority; or(c)
    
    a Directive,
  7.2
    
    Extent and duration
  (a)
    
    must apply only to the extent necessary to avoid the illegality; and(b)
    
    in the case of suspension, may continue only for so long as the illegality
continues.
 7.3
    
    Notice requiring early repayment or redemption
  7.4
    
    Creditor to seek alternative funding method
  29




---



##### 



8
    
    Representations and warranties
 8.1
    
    Representations and warranties
  (a)
    
    (status) it is a corporation duly incorporated and validly existing under
the laws of its place of incorporation;(b)
    
    (corporate authorisation, documents binding) each Transaction Document to
which it is a party has been duly authorized by all necessary corporate action on the
part of the Obligor and constitutes a legal, valid and binding obligation of the
Obligor enforceable against the Obligor in accordance with its terms, except as such
enforceability may be limited by:
 (i)
    
    applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors
rights generally; and(ii)
    
    general principles of law (regardless of whether such
enforceability is considered in a proceeding in equity or at law);
 (c)
    
    (compliance with laws) the execution, delivery and performance of the
Transaction Documents to which it is a party will not:
 (i)
    
    contravene its constitution;(ii)
    
    result in the creation of any Security Interest (other
than any Permitted Security Interest) in respect of any property of the
Obligor or any of its Subsidiaries (excluding the Excluded Entities);(iii)
    
    contravene in any material respect any law to which the
Obligor or any of its Subsidiaries (excluding the Excluded Entities) is
subject or by which the Obligor or any of its Subsidiaries (excluding the
Excluded Entities) or any of their respective properties may be bound;(iv)
    
    conflict with or result in a breach in any material
respect of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Government Agency
applicable to the Obligor or any of its Subsidiaries (excluding the Excluded
Entities); and(v)
    
    result in the acceleration or cancellation of any
agreement or obligation in respect of Financial Indebtedness of any Group
Member (excluding the Excluded Entities);
 (d)
    
    (disclosure)
 30




---



##### 



(i)
    
    all information given to the Creditors by it or with its
authority was, when given, true and correct in all material respects; and(ii)
    
    the most recent Form 20-F filed by the Guarantor with the
United States Securities and Exchange Commission was prepared and filed in
accordance with the applicable requirements of US securities laws;
 (e)
    
    (Group financial statements)
 (i)
    
    the most recent financial statements of the Group
(including in each case the related schedules and notes) fairly present in
all material respects the consolidated financial position of the Group as at
the end of the financial period to which they relate and have been prepared
in accordance with GAAP consistently applied throughout the periods
involved, except as set forth in the notes thereto (subject, in the case of
an interim financial statements, to normal year-end adjustments); and(ii)
    
    since the date of delivery of those statements, there has
been no change in the financial condition, operations, business or prospects
of the Group (excluding the Excluded Entities), except changes that
individually or in the aggregate do not or are not likely to have a Material
Adverse Effect;
 (f)
    
    (JHIF financial statements)
 (i)
    
    the most recent financial statements of JHIF provided in
accordance with clause 9.6(c)(iii) (including in each case the related
schedules and notes) fairly present in all material respects the
consolidated financial position of JHIF as at the end of the financial
period to which they relate and have been prepared in accordance with
generally accepted accounting principles as in effect from time to time in
the Netherlands consistently applied throughout the periods involved, except
as set forth in the notes thereto (subject, in the case of an interim
financial statements, to normal year-end adjustments); and(ii)
    
    since the date of delivery of those statements, there has
been no change in the financial condition, operations, business or prospects
of JHIF, except changes that individually or in the aggregate do not or are
not likely to have a Material Adverse Effect;
 (g)
    
    (Authorisations) all Authorisations necessary in connection with the
execution, delivery or performance by the Obligor of the Transaction Documents to
which it is a party have been obtained and are in full force and effect;(h)
    
    (litigation) except as disclosed in the most recent financial statements of
the Group, in an announcement by the Guarantor through the ASX
 31




---



##### 



or under clause 9.6(f)
of this amended and restated deed, no litigation, arbitration, administrative
proceeding or other procedure for the resolution of disputes is currently taking
place or pending against any Group Member (excluding the Excluded Entities) or any
Group Members assets (excluding the Excluded Entities assets) which has or is
likely to have a Material Adverse Effect;
 (i)
    
    (Security Interests) no Security Interest exists over any Group Members
assets (excluding the Excluded Entities assets) which is not permitted by
clause 9.3;(j)
    
    (environmental matters) each Group Member (excluding the Excluded Entities)
has complied with all applicable Environmental Laws and the terms and conditions of
any Authorisation issued pursuant to an Environmental Law, except where a failure to
comply does not or is not likely to have a Material Adverse Effect;(k)
    
    (no immunity) neither it nor any of its assets has any immunity from
jurisdiction, suit, execution, attachment or other legal process in any jurisdiction
in which its assets are located or it carries on business;(l)
    
    (not a trustee) it does not enter into any Transaction Document as trustee;(m)
    
    (ranking) its obligations under the Transaction Documents rank at least
pari passu with all of its other unsecured and unsubordinated obligations, other than
those mandatorily preferred by law;(n)
    
    (default under law) no member of the Group (excluding the Excluded
Entities) is in breach of any law, Authorisation, agreement or obligation binding
upon it or its assets which has or is likely to have a Material Adverse Effect; and(o)
    
    (holding company) in the case of the Guarantor only, at the date of this
amended and restated deed, the Guarantor has no material liabilities other than:
 (i)
    
    creditors, provisions and indemnities incidental to its
activities as a holding company without a material operating business,(ii)
    
    liabilities under this amended and restated deed and the
Guarantee and Subordination Documents;(iii)
    
    liabilities to the Fund, the Charitable Fund and the
State of New South Wales under the Final Funding Agreement (and Related
Agreements, as defined in the Final Funding Agreement), including the Fund
Guarantee;(iv)
    
    liabilities in relation to taxation; and(v)
    
    liabilities to shareholders in their capacity as such not
prohibited under the Final Funding Agreement.
 32




---



##### 



8.2
    
    When representations and warranties madeEach representation and warranty is made in favour of a Creditor on the date of execution
of its Facility Agreement and is not repeated unless specified in that Facility Agreement
or in clause 3.2(a).8.3
    
    Reliance on representations and warrantiesEach Obligor acknowledges that the Creditors have entered into the Transaction Documents
in reliance on the representations and warranties in this clause.9
    
    Undertakings9.1
    
    ApplicationAll undertakings set out in this clause 9 apply to a Facility Agreement unless the
Majority Creditor (or under a syndicated facility, an agent or trustee acting on the
instructions of the Majority Creditor) under that Facility Agreement consents in writing.9.2
    
    General undertakingsEach Obligor undertakes to each Creditor as follows:
 (a)
    
    (nature of business) it will not (and will not permit any of its
Subsidiaries (excluding the Excluded Entities) to) engage in any business if, as a
result, the general nature of the business, taken on a consolidated basis, which
would then be engaged in by the Group would be substantially changed from the general
nature of the business engaged in by the Group on the date of the relevant Facility
Agreement;(b)
    
    (compliance with laws) it will comply (and will procure that its
Subsidiaries (excluding the Excluded Entities) comply) with all applicable laws
(including, without limitation, all Environmental Laws and the terms and conditions
of any Authorisation required under an Environmental Law) in all material respects
where non-compliance has or is likely to have a Material Adverse Effect;(c)
    
    (ranking) it will ensure that its obligations to the Creditor under the
Transaction Documents rank and will continue to rank at least pari passu with all of
its other unsecured and unsubordinated obligations, other than those mandatorily
preferred by law;(d)
    
    (Financial Indebtedness of Group Members) in the case of the Guarantor
only, and without limiting clauses 9.4(d) or 9.4(e), it will ensure that each Group
Member (excluding the Excluded Entities) that is not an Obligor does not incur any
Financial Indebtedness owing to any person outside the Group that is not Permitted
External Financial Indebtedness;
 33




---



##### 



(e)
    
    (holding company status) in the case of the Guarantor only, it will have no
material liabilities other than those described in clause 8.1(o); and(f)
    
    (Final Funding Agreement) in the case of the Guarantor only, it will not
(without the prior written consent of each relevant Creditor (or under a syndicated
facility, an agent or trustee acting on the instructions of the Majority Creditor),
such consent not to be unreasonably withheld or delayed) vary, or agree to vary, in
any material adverse respect the Final Funding Agreement.
 9.3
    
    Negative PledgeEach Obligor undertakes to each Creditor that it will not, and will not permit any of its
Subsidiaries (excluding the Excluded Entities) to, create or allow to exist a Security
Interest over any of its assets, other than a Permitted Security Interest.9.4
    
    Financial undertakings
 (a)
    
    (Consolidated Net Worth) The Guarantor must ensure that Consolidated Net
Worth is not less than US$320 million on each Reporting Date and, where applicable,
on each ASX CNW Announcement Date.(b)
    
    (EBIT) The Guarantor will ensure that EBIT will not be less than 2.5 times
Net Interest Charges for the 12 month period ending on each Reporting Date.(c)
    
    (compensation funding) The Guarantor will ensure that no more than 35% of
its Free Cash Flow in any given Financial Year is contributed to the Fund on the
payment dates under the Final Funding Agreement in the next following Financial Year.(d)
    
    (Funded Debt) The Guarantor will ensure that the ratio of Consolidated
Funded Debt to Consolidated Funded Capitalisation does not exceed 65% at any time.(e)
    
    (Permitted External Financial Indebtedness) The Guarantor will ensure that
the ratio of Consolidated Permitted External Financial Indebtedness to Consolidated
Funded Capitalisation does not exceed 15% at any time.
 9.5
    
    GAAPThe financial undertakings in clause 9.4 have been drafted such that compliance with them
is based on GAAP . If:
 (a)
    
    a Borrowers or Guarantors accountants or auditors advise at any time that
any change to GAAP occurring after 15 June 2005 materially and adversely alters the
effect of any such provision (or any related definition) and the Obligors Agent so
notifies the Creditor; or
 34




---



##### 



(b)
    
    the Creditor gives written notice to the Obligors Agent referring
specifically to this clause 9.5 and giving details of a change to GAAP occurring
after 15 June 2005 which in the Creditors opinion (acting reasonably) materially and
adversely alters the effect of any such provision (or any related definition),
 then:
 (c)
    
    the Creditor and the Guarantor must negotiate in good faith to amend such
provision so that they have an effect comparable to that at the date of this amended
and restated deed; and(d)
    
    until such time as the amendments referred to in clause 9.5(c) are agreed,
compliance with the relevant provision (and related definitions) will be determined
by reference to GAAP.
 9.6
    
    Reporting undertakingsThe Guarantor shall deliver to each Creditor (or, in the case of a syndicated facility,
the facility agent) the following:
 (a)
    
    (quarterly Group statements) within 60 days after the end of each quarterly
fiscal period in each fiscal year of the Guarantor (other than the last quarterly
fiscal period of each such fiscal year) a copy of:
 (i)
    
    a consolidated balance sheet of the Group as at the end
of such quarter; and(ii)
    
    consolidated statements of income, changes in
shareholders equity and cash flows of the Group, for such quarter and (in
the case of the second and third quarters) for the portion of the fiscal
year ending with such quarter,
 setting forth in each case in comparative form the figures for the corresponding
periods in the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP applicable to quarterly financial statements generally, and
certified by the chief financial officer, treasurer or principal accounting
officer of the Group as fairly presenting, in all material respects, the
financial position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments, provided that delivery within the time period specified above of
copies of the Guarantors Quarterly Report on Form 10-Q prepared in compliance
with the requirements applicable thereto and filed with the United States
Securities and Exchange Commission shall be deemed to satisfy the requirements of
this clause 9.6(a);(b)
    
    (annual Group statements) within 105 days after the end of the fiscal year
of the Guarantor a copy of:
 (i)
    
    a consolidated balance sheet of the Group, as at the end
of such year; and
 35




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(ii)
    
    consolidated statements of income, changes in
shareholders equity and cash flows of the Group, for such year,
 setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied by an opinion thereon of independent certified public accountants of
recognised national standing, which opinion shall state that such financial
statements present fairly, in all material respects, the financial position of
the companies being reported upon and their results of operations and cash flows
and have been prepared in conformity with GAAP, and that the examination of such
accountants in connection with such financial statements has been made in
accordance with generally accepted auditing standards, and that such audit
provides a reasonable basis for such opinion in the circumstances, provided that
the delivery within the time period specified above of the Guarantors Annual
Report on Form 10-K for such fiscal year (together with the Guarantors annual
report to shareholders, if any, prepared pursuant to Rule 14a-3 under the
Exchange Act) prepared in accordance with the requirements applicable thereto and
filed with the United States Securities and Exchange Commission shall be deemed
to satisfy the requirements of this clause 9.6(b);(c)
    
    (JHIF and JHBP statements and reports)
 (i)
    
    at the same time at which each financial statement or
report is delivered pursuant to clause 9.6(a) (Consolidated Quarterly
Statement) and for as long as the JHIF Financial Reports are prepared as a
matter of general internal accounting practice of the Obligors, a copy of
the JHIF Financial Reports for the year to date as at the end of the
quarterly fiscal period to which the Consolidated Quarterly Statement
relates;(ii)
    
    at the same time at which each financial statement or
report is delivered pursuant to clause 9.6(b) (Consolidated Annual
Statement) and for as long as the JHIF Financial Reports are prepared as a
matter of general internal accounting practice of the Obligors, a copy of
the JHIF Financial Reports for the fiscal year to which the Consolidated
Annual Statement relates;(iii)
    
    within 180 days after the end of the fiscal year of JHIF
a copy of:
 (A)
    
    the balance sheet of
JHIF, as at the end of such year; and(B)
    
    a statement of income,
changes in shareholders equity and cash flows of JHIF, for
such year,
 setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, prepared in accordance
with generally accepted accounting principles as
 36




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in effect from time to
time in the Netherlands, and accompanied
by an opinion thereon of independent certified public accountants of
recognised national standing in the Netherlands, which opinion shall
state that such financial statements present fairly, in all material
respects, the financial position of JHIF and its results of operations
and cash flows and have been prepared in conformity with generally
accepted accounting principles as in effect from time to time in the
Netherlands, and that the examination of such accountants in connection
with such financial statements has been made in accordance with
generally accepted auditing standards in the Netherlands, and that such
audit provides a reasonable basis for such opinion in the circumstances;(iv)
    
    at the same time at which each Consolidated Quarterly
Statement is delivered pursuant to clause 9.6(a) and for as long as the JHBP
Financial Reports are prepared as a matter of general internal accounting
practice of the Obligors, a copy of the JHBP Financial Reports for the year
to date as at the end of the quarterly fiscal period to which the
Consolidated Quarterly Statement relates; and(v)
    
    at the same time at which each Consolidated Annual
Statement is delivered pursuant to clause 9.6(b) and for as long as the JHBP
Financial Reports are prepared as a matter of general internal accounting
practice of the Obligors, a copy of the JHBP Financial Reports for the
fiscal year to which the Consolidated Annual Statement relates;
 (d)
    
    (SEC and other reports) promptly upon their becoming available, one copy
of:
 (i)
    
    to the extent not already provided under clauses 9.6(a),
9.6(b) or 9.6(c), each financial statement, report, notice or proxy
statement sent by a Group Member (other than an Excluded Entity) to public
securities holders generally; and(ii)
    
    each regular or periodic report, each registration
statement (without exhibits, except as expressly requested by the Creditor
or facility agent as the case may be), and each prospectus and all
amendments thereto filed by a Group Member (other than an Excluded Entity)
with the United States Securities and Exchange Commission and all
announcements made by the Guarantor through ASX and press releases and other
statements made available generally by any Group Member (other than an
Excluded Entity) to the public concerning developments that are material;
 (e)
    
    (Notice of Event of Default or Potential Event of Default) promptly upon
becoming aware of it, written notice to each Creditor (or, in the case of a
syndicated facility, the facility agent) of:
 (i)
    
    the existence of any Event of Default or Potential Event
of Default; and
 37




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(ii)
    
    the occurrence of any event which has or is likely to
have a Material Adverse Effect;
 (f)
    
    (litigation) to the extent not disclosed in a document provided under
clauses 9.6(a), 9.6(b), 9.6(c), 9.6(d) or 9.6(e), notice in writing and in reasonable
detail of any litigation, arbitration, administrative proceeding or other procedure
for the resolution of disputes commenced, taking place, pending or to its knowledge,
threatened against any Group Member (other than an Excluded Entity) or any Group
Members assets (other than an Excluded Entitys assets) which has or is likely to
have a Material Adverse Effect; and(g)
    
    (requested information) such other information relating to the business,
operations and condition (financial or otherwise) of the Group (excluding the
Excluded Entities) as from time to time may be reasonably requested by a Creditor
(but excluding any information which the Guarantor is bound by an obligation of
confidentiality not to disclose).
 9.7
    
    Officers certificateEach set of consolidated financial statements delivered pursuant to clause 9.6(a) or
9.6(b) shall be accompanied by:
 (a)
    
    a supplementary set of financial statements for the Group (excluding the
Excluded Entities), showing adjustments made to the consolidated financial statements
to eliminate the impact of the Excluded Entities; and(b)
    
    a certificate of the chief financial officer, treasurer or principal
accounting officer of the Group setting forth the information (including reasonably
detailed calculations) required in order to establish whether the Guarantor was in
compliance with the relevant requirements of clause 9.4.
 10
    
    Events of default10.1
    
    Events of DefaultEach of the following is an Event of Default:
 (a)
    
    (non-payment of principal) a Borrower fails to pay an amount of principal
payable by it under a Facility Agreement when due and does not remedy that failure
within 2 Business Days after that amount becomes due and payable;(b)
    
    (non-payment of other amounts) a Borrower fails to pay any amount, other
than an amount described in paragraph (a), payable by it under a Facility Agreement
and does not remedy that failure within 3 Business Days after that amount becomes due
and payable;
 38




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(c)
    
    (financial undertakings)
 (i)
    
    there is at any time a breach of any financial
undertaking in clause 9.4 and, in the case of a breach of clause 9.4(d) or
9.4(e), the breach is not cured within 10 Business Days of the Guarantor
receiving written notice from a Creditor (or, in the case of a syndicated
facility, the facility agent) requiring such remedy; or(ii)
    
    the Guarantor fails to deliver a certificate as required
by clause 9.7(b) within 7 days of receipt of written notice from a Creditor
of failure to provide such certificate;
 (d)
    
    (other default)
 (i)
    
    any Obligor defaults in the performance of or compliance
with any material obligation contained in a Transaction Document (other than
those referred to in clause 10.1(a), 10.1(b) or 10.1(c)); and(ii)
    
    the default is not waived or, if capable of remedy, the
default is not remedied within 21 days of the Obligor receiving written
notice from a Creditor (or, in the case of a syndicated facility, the
facility agent) referring specifically to this clause 10.1(d) and requiring
such remedy;
 (e)
    
    (Final Funding Agreement) the Group Member primarily liable to make funding
payments to the Fund under the Final Funding Agreement defaults in the performance
of, or compliance with, its obligation to make any such payment when due or within
any applicable grace period and such default is not cured by that Group Member or the
Guarantor within 3 Business Days;(f)
    
    (misrepresentation)
 (i)
    
    any representation or warranty made or deemed to be made
by an Obligor in a Transaction Document proves to have been inaccurate in
any material respect when made or deemed to be repeated; and(ii)
    
    the misrepresentation or breach of warranty is not waived
or, if capable of remedy, the matter giving rise to the misrepresentation or
breach of warranty is not remedied within 21 days of the Obligor becoming
aware that the representation or warranty was inaccurate when made or deemed
to have been repeated;
 (g)
    
    (cross-default)
 (i)
    
    an Obligor is in default in the payment of any Financial
Indebtedness that is outstanding in an aggregate principal amount of at
least US$20,000,000 (or its equivalent in another currency) beyond any
period of grace provided with
 39




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respect
thereto and such Financial Indebtedness is not paid within 3 Business
Days; or(ii)
    
    any Financial Indebtedness of an Obligor exceeding
US$20,000,000 (or its equivalent in another currency) has become, or has
been declared, due and payable before its stated maturity and such Financial
Indebtedness is not paid within 3 Business Days.
 (h)
    
    (insolvency) a Relevant Entity:
 (i)
    
    is generally not paying, or admits in writing its
inability to pay, its debts as they become due;(ii)
    
    files, or consents by answer or otherwise to the filing
against it of, a petition for relief or reorganisation or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of
any jurisdiction (for the avoidance of doubt, this includes, in respect of a
person established under Dutch law, a filing of a petition by it with any
court in the Netherlands in relation to its bankruptcy (faillissement) or
suspension of payments (surseance van betaling));(iii)
    
    makes an assignment for the benefit of its creditors;(iv)
    
    consents to the appointment of a custodian, receiver,
receiver and manager, trustee or other officer with similar powers with
respect to it or with respect to any substantial part of its property;(v)
    
    consents to the appointment of an administrator;(vi)
    
    is adjudicated as insolvent or to be liquidated; or(vii)
    
    takes corporate action for the purpose of any of the
foregoing.
 (i)
    
    (receiver)
 (i)
    
    A court or Government Agency of competent jurisdiction
enters an order appointing, without consent by a Relevant Entity, a
custodian, receiver, receiver and manager, trustee or other officer with
similar powers with respect to the Relevant Entity or with respect to any
substantial part of its property, or constituting an order for relief or
approving a petition for relief or reorganisation or any other petition in
bankruptcy or for liquidation or to take advantage of any bankruptcy or
insolvency law of any jurisdiction, or ordering the dissolution, winding-up
or liquidation of the Relevant Entity, or any such petition shall be filed
against the Relevant Entity (other than a frivolous or vexatious petition)
and such petition is not dismissed or cancelled within 30 days (and for the
avoidance
of doubt, this includes, in respect of a person
 40




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established under Dutch
law, appointment by a court of a trustee (curator) in relation to its
bankruptcy or appointment by a court of a receiver (bewindvoerder) in
relation to its provisional suspension of payments); or(ii)
    
    an administrator of the Relevant Entity is appointed; or(iii)
    
    a receiver, receiver and manager, administrative
receiver or similar officer is appointed to all or any substantial part of
the assets of a Relevant Entity in respect of Financial Indebtedness that
has been due and payable for at least 5 Business Days in an aggregate
principal amount of at least US$20,000,000 (or its equivalent in another
currency) and that officer is not removed within 7 days of his appointment;
 (j)
    
    (judgment) a final judgment or judgments for the payment of money
aggregating in excess of US$20,000,000 (or its equivalent in another currency) are
rendered against a Relevant Entity and such judgments are not, within 45 days after
entry thereof, bonded, discharged or stayed pending appeal, or are not discharged
within 45 days after the expiration of such stay;(k)
    
    (vitiation of documents)
 (i)
    
    any material provision of a Transaction Document ceases
for any reason to be in full force and effect or becomes void, voidable or
unenforceable;(ii)
    
    any law suspends, varies, terminates or excuses
performance by an Obligor of any of its material obligations under a
Transaction Document or purports to do any of the same;(iii)
    
    it becomes impossible or unlawful for an Obligor to
perform any of its material obligations under a Transaction Document or for
the Creditors to exercise all or any of their rights, powers and remedies
under a Transaction Document; or(iv)
    
    an Obligor alleges that a Transaction Document has been
affected as described in this paragraph;
 (l)
    
    (ownership of Borrower) any Borrower ceases to be directly or indirectly
fully owned and controlled by the Guarantor;(m)
    
    (Authorisation) any Authorisation necessary in connection with the
execution, delivery or performance by an Obligor of the Transaction Documents, or the
validity or enforceability of the Transaction Documents, is not granted or ceases to
be in full force and effect for any reason or is modified or amended in a manner
which, in the reasonable opinion of all Creditors, would have a Material Adverse
Effect; or(n)
    
    (material change) a change occurs in the financial condition of the Group
(as a whole, but excluding the Excluded Entities) which has a Material Adverse
Effect.
 41




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##### 



10.2
    
    Consequences of defaultIf an Event of Default is continuing, a Creditor (or, in the case of a syndicated
facility, an agent or trustee acting on the instructions of the Majority Creditor) may
declare at any time by notice to the Obligors Agent that:
 (a)
    
    an amount equal to all or any part of the Outstanding Moneys payable to the
Creditor (or, in the case of a syndicated facility, the facility agent) is:
 (i)
    
    payable on demand; or(ii)
    
    immediately due for payment;
 (b)
    
    the obligations of the Creditor specified in the notice are terminated and
cancelled.
 A Creditor (or, in the case of a syndicated facility, the facility agent) may make either
or both of these declarations. The making of either of them gives immediate effect to its
provisions.
 11
    
    Review eventsIf, at any time after the date of a Facility Agreement and for any reason, whether or not
within the control of the Obligors:
 (a)
    
    a Change of Control occurs;(b)
    
    the securities of the Guarantor are suspended from quotation by ASX for
more than 10 Business Days or the Guarantor is removed from the Official List of ASX;
or(c)
    
    provisions made by the Group in accordance with GAAP for asbestos related
liabilities (if any) not arising in connection with the Final Funding Agreement
exceed 15% of Consolidated Net Worth at that time (with Consolidated Net Worth for
this purpose calculated by adding back all such asbestos related liabilities under
this paragraph (c), ignoring the 15% cap),
 then the Guarantor must notify each Creditor (or, in the case of a syndicated facility,
the facility agent) in writing of the occurrence of the event as soon as reasonably
practicable. A Creditor may, by notice to any Borrower (with a reasonably detailed
explanation of the reasons for its election to discontinue funding that Borrower) within
60 days of the date of receipt of notice from the Guarantor:
 (d)
    
    cancel its commitment to provide financial accommodation under the relevant
Facility Agreement with immediate effect; and/or(e)
    
    declare the moneys borrowed under the relevant Facility Agreement to be,
and the borrowed moneys will be, due and payable on a date no earlier than 90 days
from the date of the Creditors notice.
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12
    
    Costs and indemnities12.1
    
    What the Borrower agrees to payEach relevant Borrower agrees to pay a Creditor promptly on demand to the Obligors Agent
from that Creditor (except in the case of a Creditor under a syndicated facility, in which
case demand must be made by the facility agent):
 (a)
    
    the reasonable Costs of each Creditor in connection with:
 (i)
    
    the registration of any Transaction Document; and(ii)
    
    giving and considering consents, waivers, variations,
discharges and releases requested by the relevant Borrower, the Guarantor or
the Obligors Agent;
 (b)
    
    the Costs of each Creditor in exercising, enforcing or preserving rights in
connection with a Transaction Document; and(c)
    
    Taxes and fees (including registration fees) (other than Excluded Taxes)
and fines and penalties in respect of fees paid in connection with any Transaction
Document or a payment or receipt or any other transaction contemplated by any
Transaction Document. However, the relevant Borrower need not pay a fine or penalty
in connection with Taxes or fees to the extent that it has lodged with the relevant
Creditor sufficient cleared funds for the relevant Creditor to be able to pay the
Taxes or fees by the due date.
 This clause 12.1 shall not apply to any amounts, which have otherwise been paid or
compensated for under a Transaction Document.12.2
    
    IndemnityEach relevant Borrower indemnifies each Creditor against any claim, action, damage, loss,
liability, cost, charge, expense, outgoing and payment of Break Costs which that Creditor
pays, suffers, incurs or is liable for in connection with:
 (a)
    
    any failure by the relevant Borrower to draw down financial accommodation
requested by it under a Transaction Document for any reason except default of a
Creditor;(b)
    
    financial accommodation under a Transaction Document being repaid,
discharged or made payable other than at its maturity, an interest payment date or
other due date applicable to it;(c)
    
    any failure to prepay any part of the amount outstanding to a Creditor in
accordance with a prepayment notice given under a Facility;(d)
    
    a Creditor acting in connection with a Transaction Document in good faith
on fax or telephone instructions which have no apparent irregularity on their face,
purport to originate from the offices of an Obligor or to be given by an Authorised
Officer of an Obligor which,
 43




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in the case of fax instructions, are signed and such
signature accords with a current specimen signature of an Authorised Officer in the
possession of the Creditor;(e)
    
    an Event of Default or Potential Event of Default;(f)
    
    a Creditor exercising or attempting to exercise a right or remedy in
connection with a Transaction Document after an Event of Default; or(g)
    
    any indemnity a Creditor gives a Controller or administrator of the
Obligor.
 Each Borrower agrees to pay amounts due under this indemnity on demand to the Obligors
Agent from the applicable Creditor (except in the case of a Creditor under a syndicated
facility, in which case demand must be made by, and payment must be made to the facility
agent).12.3
    
    Currency conversion on judgment debtIf a judgment, order or proof of debt for an amount in connection with a Transaction
Document is expressed in a currency other than that in which the amount is due under the
Transaction Document, then the relevant Borrower indemnifies each Creditor against:
 (a)
    
    any difference arising from converting the other currency if the rate of
exchange used by the Creditor under clause 4.2 (Currency of payment) for converting
currency when it receives a payment in the other currency is less favourable to the
Creditor than the rate of exchange used for the purpose of the judgment, order or
acceptance of proof of debt; and(b)
    
    the Costs of conversion.
 Each Borrower agrees to pay amounts due under this indemnity to a Creditor on demand from
that Creditor (except in the case of a Creditor under the syndicated facility, in which
case demand must be made by the facility agent).12.4
    
    Indirect Taxes
 (a)
    
    All payments to be made by an Obligor under or in connection with any
Transaction Document have been calculated without regard to Indirect Tax. If all or
part of any such payment is the consideration for a taxable supply or chargeable with
Indirect Tax then, when the Obligor makes the payment:
 (i)
    
    it must pay to the Creditor an additional amount equal to
that payment (or part) multiplied by the appropriate rate of Indirect Tax;
and(ii)
    
    the Creditor will promptly provide to the Obligor a tax
invoice complying with the relevant law relating to that Indirect Tax.
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(b)
    
    Where a Transaction Document requires an Obligor to reimburse a Creditor
for any costs or expenses, that Obligor shall also at the same time pay and indemnify
that Creditor against all Indirect Tax incurred by that Creditor in respect of the
costs or expenses save to the extent that that Creditor is entitled to repayment or
credit in respect of the Indirect Tax. The Creditor will promptly provide to the
Obligor a tax invoice complying with the relevant law relating to that Indirect Tax.
 13
    
    Interest on overdue amounts13.1
    
    Obligation to payIf an Obligor does not pay any amount under any Transaction Document (including an amount
of interest payable under this clause 13.1 on the due date for payment, that Obligor must
pay interest on that amount at the Default Rate. The interest accrues daily from (and
including) the due date to (but excluding) the date of actual payment and is calculated on
actual days elapsed and either a 360 or 365 day year, whichever is the length of time
customarily adopted for such calculations for the currency in which the relevant amount is
denominated.The relevant Obligor must pay interest under this clause to the relevant Creditor.13.2
    
    CompoundingInterest payable under clause 13.1 (Obligation to pay), which is not paid when due for
payment, may be added to the overdue amounts by the relevant Creditor on the last Business
Day of each calendar month. Interest is payable on the increased overdue amount at the
Default Rate in the manner set out in clause 13.1 (Obligation to pay).13.3
    
    Interest following judgmentIf a liability becomes merged in a judgment, the relevant Obligor must pay interest on the
amount of that liability as an independent obligation. This interest:
 (a)
    
    accrues daily from (and including) the date the liability becomes due for
payment both before and after the judgment up to (but excluding) the date the
liability is paid; and(b)
    
    is calculated at the judgment rate or the Default Rate (whichever is
higher).
 The relevant Obligor must pay interest under this clause 13 to the relevant Creditor on
demand from the relevant Creditor.
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14
    
    Change of Borrowers14.1
    
    New BorrowersA Wholly Owned Subsidiary of the Guarantor may, with the consent of each relevant
Creditor, become a party to this amended and restated deed as a Borrower (after the date
of this amended and restated deed) by:
 (a)
    
    signing and delivering to each relevant Creditor (or, in the case of a
syndicated facility, the facility agent) a deed poll substantially in the form of
schedule 3 (Form of New Borrower Deed Poll); and(b)
    
    doing any other thing the relevant Creditors reasonably request to ensure
the enforceability of that companys obligations as a Borrower and, if requested,
agrees to provide an opinion in form and substance satisfactory to the relevant
Creditors from legal advisers of recognised standing acceptable to the relevant
Creditors in that companys place of incorporation confirming such enforceability.
 The Guarantor will confirm in writing to each relevant Creditor that the Guarantee Trust
Deed applies to the borrowings of the new Borrower under the relevant Facility Agreements.14.2
    
    Release of Borrowers
 (a)
    
    The Guarantor may request that a Borrower cease to be a Borrower by giving
to each relevant Creditor (or, in the case of a syndicated facility, the facility
agent) a duly completed Release Request executed by an Authorised Officer of the
Guarantor and the Borrower that is, subject to the remaining provisions of this
clause, to cease being a Borrower.(b)
    
    On giving a Release Request to the Creditor (or, in the case of a
syndicated facility, the facility agent) pursuant to clause 14.2(a), the Guarantor
and the Borrower identified in that Release Request represent and warrant to the
Creditor that no Event of Default or Potential Event of Default is outstanding or
would result from the release of that Borrower from its obligations under this
amended and restated deed.(c)
    
    The Creditor (or, in the case of a syndicated facility, the facility agent)
must, as soon as reasonably practicable after receiving a Release Request, execute a
Deed of Release releasing the Borrower identified in the Release Request from its
obligations under this amended and restated deed if, and only if:
 (i)
    
    no amount due and payable to that Creditor by that
Borrower under this amended and restated deed remains outstanding and
unpaid; and
 46




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(ii)
    
    that Creditor is not committed to providing further
financial accommodation to that Borrower pursuant to any Facility.
 (d)
    
    The Borrower identified in the Release Request will cease to be a Borrower
when the Creditor (or, in the case of a syndicated facility, the facility agent)
executes a Deed of Release in respect of that Borrower.
 15
    
    Dealing with interests15.1
    
    Dealings by ObligorsAn Obligor may only assign or otherwise deal with its rights or obligations under any
Transaction Document with the consent of each Creditor.15.2
    
    Dealings by CreditorsA Creditor may assign, transfer, sub-participate or otherwise deal with all or any of its
rights or obligations under a Transaction Document at any time if:
 (a)
    
    the Obligors Agent has given its prior consent, which consent shall not be
unreasonably withheld;(b)
    
    in respect of any Dutch Borrower, the assignment, transfer,
sub-participation or other dealing is to or with a PMP; and(c)
    
    in the case of a transfer of obligations, the transfer is effected by a
novation in form and substance reasonably satisfactory to the relevant Borrower.
 15.3
    
    Change in lending officeA Creditor may change its lending office if it first notifies and consults with the
Obligors Agent. If this occurs, clause 15.5 will apply.15.4
    
    Securitisation permitted
 (a)
    
    Subject to clause 15.4(b), a Creditor may, without having to obtain the
consent of or notify any Obligor, assign, transfer, sub-participate or otherwise deal
with all or any part of its rights and benefits under any Transaction Document to a
trustee of a trust, company or other entity which in each case is established for the
purposes of securitisation and, to the extent required for the Dutch Borrower to
comply with the Banking Act on the Financial Supervision is a PMP.(b)
    
    Notwithstanding any assignment, transfer, sub-participation or other dealing
by that Creditor under clause 15.4(a):
 (i)
    
    that Creditor remains bound by, and must continue to
perform all its obligations under the Transaction Documents;(ii)
    
    that Creditor is the only person entitled to exercise any
power, and no assignee, transferee, sub-participant or other person who
obtains an interest in any of the rights or benefits of that
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Creditor under the Transaction Documents pursuant to clause 15.4(a) may
do so; and(iii)
    
    any amount payable by the Obligors to that Creditor under
any Transaction Document will, if paid by an Obligor to that Creditor,
operate as an effective discharge of the Obligors obligation to make that
payment.
 (c)
    
    Nothing done by a Creditor under this clause 15.4 will affect any Obligors
rights under any Transaction Documents.
 15.5
    
    No increased costsDespite anything to the contrary in this amended and restated deed or the Transaction
Documents, if a Creditor changes its lending office or transfers, assigns, novates or
otherwise deals with its rights or obligations under the Transaction Documents, then no
Obligor will be required to pay:
 (a)
    
    any net increase in the total amount of fees, Taxes, costs, expenses or
charges which arises as a consequence of the change in lending office, transfer,
assignment, novation or other dealing; or(b)
    
    any fees, Taxes, costs, expenses or charges in respect of the change in
lending office, transfer, assignment, novation or other dealing.
 A substitution will be regarded as a transfer for the purposes of this clause 15.5.15.6
    
    Professional Market Party (PMP)The Obligors acknowledge that unless the Creditors are notified in writing by the
Obligors Agent of a change in the meaning of PMP as defined in the Act on the Financial
Supervision, the Creditors will rely on, and will not independently investigate, the
definition of PMP set out in this amended and restated deed for the purpose of complying
with the requirements of clause 15.2(b) and 15.4(a).16
    
    Obligors Agent16.1
    
    Obligors Agent as agent of the ObligorsEach Obligor (other than the Obligors Agent):
 (a)
    
    irrevocably authorises the Obligors Agent to act on its behalf as its
agent in relation to the Transaction Documents, including:
 (i)
    
    to give and receive as agent on its behalf all notices
and instructions (including drawdown notices);(ii)
    
    to sign on its behalf all documents in connection with
the Transaction Documents (including amendments and variations of any
Transaction Documents, and to execute any new Transaction Documents); and
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(iii)
    
    to take such other action as may be necessary or
desirable under or in connection with the Transaction Documents; and
 (b)
    
    confirms that it will be bound by any action taken by the Obligors Agent
under or in connection with the Transaction Documents.
 16.2
    
    Acts of Obligors Agent
 (a)
    
    The respective liabilities of each of the Obligors under the Transaction
Documents shall not be in any way affected by:
 (i)
    
    any actual or purported irregularity in any act done or
failure to act by the Obligors Agent;(ii)
    
    the Obligors Agent acting (or purporting to act) in any
respect outside any authority conferred upon it by any Obligor; or(iii)
    
    any actual or purported failure by or inability of the
Obligors Agent to inform any Obligor of receipt by it of any notification
under the Transaction Documents.
 (b)
    
    In the event of any conflict between any notices or other communications of
the Obligors Agent and any other Obligor, those of the Obligors Agent shall
prevail.
 17
    
    Notices17.1
    
    FormUnless expressly stated otherwise in a Transaction Document, all notices, certificates,
consents, approvals, waivers and other communications in connection with that Transaction
Document (Notices) must be in writing, signed by an Authorised Officer of the sender and
marked for attention as set out or referred to in the Details of this amended and restated
deed or another Transaction Document or, if the recipient has notified otherwise, marked
for attention in the way last notified.17.2
    
    DeliveryNotices must be:
 (a)
    
    delivered to the address set out or referred to in this amended and
restated deed or as set out as the recipients relevant address in another
Transaction Document; or(b)
    
    sent by prepaid post (airmail, if appropriate) to the address set out or
referred to in the Details or as set out as the recipients address in another
Transaction Document; or(c)
    
    sent by fax to the fax number set out or referred to in the Details or as
set out as the recipients relevant fax number in another Transaction Document.
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However, if the intended recipient has notified a changed postal address or changed fax
number, then the communication must be to that address or number.17.3
    
    When effectiveNotices take effect from the time they are received unless a later time is specified in
them.17.4
    
    Receipt  postalIf sent by post, Notices are taken to be received three Business Days after posting (or
five Business Days after posting if sent across national boundaries).17.5
    
    Receipt  faxIf sent by fax, Notices are taken to be received at the time shown in the transmission
report as the time that the whole fax was sent.17.6
    
    Receipt  generalDespite clauses 17.4 (Receipt  postal) and 17.5 (Receipt  fax), if Notices are
received after 5:00pm in the place of receipt or on a non-Business Day, they are taken to
be received at 9:00am on the next Business Day.17.7
    
    Notices to or from facility agentA Notice to or from a facility agent appointed under a syndicated facility constitutes
sufficient notice to or from the Creditors under that Facility Agreement for the purposes
of this amended and restated deed.17.8
    
    Waiver of notice periodThe Majority Creditor may waive a period of notice required to be given by an Obligor
under any Transaction Document.18
    
    General18.1
    
    ConsentsEach Obligor agrees to comply with all conditions in any consent a Creditor gives in
connection with a Transaction Document if the Obligor relies on that consent in performing
its obligations under the Transaction Documents.18.2
    
    CertificatesA Creditor may give an Obligor a certificate about an amount payable or other matter in
connection with a Transaction Document. Subject to any applicable provision of the
Transaction Documents specifying the form or content of the certificate (including clause
6.2 of this amended and restated deed), the certificate is sufficient evidence of the
amount or matter, unless it is proved to be incorrect.
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18.3
    
    Set-offAt any time after a declaration is made under clause 10.2 of this amended and restated
deed, the Creditor making the declaration (or on whose behalf a declaration was made by a
facility agent for a syndicate of financiers) may set off any amount due for payment by
the Creditor to an Obligor against any amount due for payment by the Obligor to the
Creditor under the Transaction Document.18.4
    
    Discretion in exercising rightsA Creditor may exercise a right or remedy or give or refuse its consent under a
Transaction Document in any way it considers appropriate (including by imposing
conditions).18.5
    
    Partial exercising of rightsIf a Creditor does not exercise a right or remedy under a Transaction Document fully or at
a given time, the Creditor may still exercise it later.18.6
    
    No liability for lossNo Creditor is liable for loss caused by the exercise or attempted exercise of, failure to
exercise, or delay in exercising, a right or remedy under a Transaction Document.18.7
    
    Conflict of interestA Creditors rights and remedies under any Transaction Document may be exercised even if
this involves a conflict of duty or the Creditor has a personal interest in their
exercise.18.8
    
    Remedies cumulativeThe rights and remedies of a Creditor under any Transaction Document are in addition to
other rights and remedies given by law independently of the Transaction Document.18.9
    
    IndemnitiesAny indemnity in a Transaction Document is a continuing obligation, independent of each
Obligors other obligations under that Transaction Document and continues after the
Transaction Document ends. It is not necessary for a Creditor to incur expense or make
payment before enforcing a right of indemnity under a Transaction Document.18.10
    
    Rights and obligations are unaffectedRights given to a Creditor under a Transaction Document and each Obligors liabilities
under it are not affected by anything which might otherwise affect them at law.
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18.11
    
    Inconsistent lawTo the extent permitted by law, each Transaction Document prevails to the extent it is
inconsistent with any law.18.12
    
    Supervening legislationAny present or future legislation which operates to vary the obligations of any Obligor in
connection with a Transaction Document with the result that a Creditors rights, powers or
remedies are adversely affected (including by way of delay or postponement) is excluded
except to the extent that its exclusion is prohibited or rendered ineffective by law.18.13
    
    VariationA provision of a Transaction Document, or right created under it, may not be varied except
in writing signed by the party or parties to be bound (whether directly or through a
properly authorised agent or attorney). A provision of this amended and restated deed may
only be amended by agreement between the Obligors and each relevant Creditor.18.14
    
    WaiverA provision of this amended and restated deed or right created under it may not be waived
except in writing by the party granting the waiver.18.15
    
    ConfidentialityNo Obligor or Creditor may disclose information provided by any party to a Transaction
Document that is not publicly available (including the existence of or contents of any
Transaction Document) except:
 (a)
    
    to any person in connection with an exercise of rights or (subject to
compliance with clause 15 a dealing with rights or obligations under a Transaction
Document (including when a Creditor consults other Creditors after an Event of
Default or in connection with preparatory steps such as negotiating with any
potential assignee or potential sub-participant or other person who is considering
contracting with the Creditor in connection with a Transaction Document);(b)
    
    on a confidential basis, to officers, employees, legal and other advisers
and auditors of any Obligor or Creditor;(c)
    
    on a confidential basis, to any party to a Transaction Document or any
Related Entity of any party to a Transaction Document;(d)
    
    with the consent of the party who provided the information (such consent
not to be unreasonably withheld); or(e)
    
    as required by any law or stock exchange or any Governmental Agency
(including for US and Dutch tax authorities).
 Each Obligor and Creditor is taken to consent to disclosures made in accordance with this
clause 18.15.
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18.15A
    
    Creditors compliance with lawEach Obligor consents to a Creditor obtaining, verifying, recording and/or disclosing to
any Government Agency all information concerning that Obligor, the Transaction Documents
and the transactions contemplated thereunder which the Creditor is required by the law of
any country (including, without limitation, laws relating to money laundering and/or the
financing of terrorism) to obtain, verify, record and/or disclose. The Obligors agree to
provide all information to the Creditor that the Creditor reasonably requires to comply
with any such law.18.16
    
    No responsibility for others obligationsIf a Creditor does not comply with its obligations under a Transaction Document, this does
not relieve any other Creditor or an Obligor of any of their respective obligations. No
party is responsible for the obligations of another party.18.17
    
    Further stepsEach Obligor agrees to do anything a Creditor reasonably asks (such as obtaining consents,
signing and producing documents and getting documents completed and signed):
 (a)
    
    to bind the Obligor and any other person intended to be bound under a
Transaction Document;(b)
    
    to enable a Creditor to register any power of attorney or any Transaction
Document; or(c)
    
    to show whether the Obligor is complying with this amended and restated
deed.
 18.18
    
    CounterpartsA Transaction Document may consist of a number of copies, each signed by one or more
parties to the document. If so, the signed copies are treated as making up the one
document.18.19
    
    Governing lawEach Transaction Document is governed by the law in force in New South Wales. Each
Obligor submits to the non-exclusive jurisdiction of the courts of that place.18.20
    
    Serving documentsSubject to clause 18.21 (Process Agent) and without preventing any other method of
service, any document in a court action may be served on a party by being delivered to or
left at that partys address for service of notices under clause 17 (Notices).
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18.21
    
    Process AgentEach Non-Australian Obligor appoints James Hardie Australia Pty Limited (ABN 12 084 635
558) of Level 3, 22 Pitt Street, Sydney NSW 2000 (Attention: The Company Secretary) as
its agent for service of process to receive any document in connection with the
Transaction Documents. If for any reason James Hardie Australia Pty Limited (ABN 12 084
635 558) ceases to be able to act as process agent for the Non-Australian Obligor, the
Non-Australian Obligor must promptly appoint another person in New South Wales to act as
its process agent and must promptly notify each Creditor (or, in the case of a syndicated
facility, the facility agent) of that appointment.18.22
    
    Each Creditors consent to this amended and restated deedThe terms of this amended and restated deed will take effect (and prevail over the terms
of the Previous Deeds) as between the Obligors and a Creditor only after that Creditor has
provided its written consent to the Obligors in respect of this amended and restated deed
and until that time the Previous Deeds will apply as between the Obligors and that
Creditor.Subject to the above paragraph, the Previous Deeds remain in full force and effect.
 EXECUTED
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James Hardie  Common Terms Deed Poll
  (JAMES HARDIE LOGO)[name][address]Tel [insert]Fax [insert]
 Name of financier
 US$[  ] Facility Agreement dated [  ]2008 between James Hardie International
Finance B.V. and [ Name of financier ] (Facility Agreement)
 name Company
 I CERTIFY
 1
    
    Attached to this Certificate is a complete and up to date copy of:
 (a)
    
    the constituent documents of the Company; and(b)
    
    a written resolution of the Managing Board and power of attorney in the
name of the Company, evidencing resolutions of the Managing Board approving execution
of those of the following documents to which the Company is expressed to be a party,
appointing attorneys for that purpose and appointing Authorised Officers of the
Company for the purposes of those documents:
 (i)
    
    the Facility Agreement;(ii)
    
    the Common Terms Deed Poll; and(iii)
    
    any Beneficiary Nomination Letter, Facility Nomination
Letter or Financier Nomination Letter in relation to the Facility Agreement.
  2
    
    Set out below are specimen signatures of the Authorised Officers of the Company.
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Authorised Officers#Name
    
    Position
    
    Signature*
    
    **
    
    **
    
    *
 
 #
    
    One of the Authorised Officers must be the chief financial officer, treasurer or
principal accounting officer of the Group (see clause 9.7 of the Common Terms Deed Poll). DATED
    
    
    
    2008Name:
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James Hardie  Common Terms Deed Poll
 
 (JAMES HARDIE LOGO)James Hardie International
Finance B.V.Atrium, Unit 08Strawinskylaan 30771077 ZX AmsterdamThe NetherlandsTel +31 20 3012980Fax +31 20 4042544
 Creditor
 Date
 James Hardie  Common Terms Deed Poll  Facility Nomination Letter
  CTDP
  1.
    
    we nominate [each of] the following agreement[s] as a Facility Agreement:Name: []
Date:   []
Parties:[][repeat as necessary]
 2.
    
    the agreement, and each document named or referred to as a [Financing Document] in such
agreement, is a Transaction Document for the purposes of the CTDP; and
 3.
    
    we nominate you as a Creditor pursuant to that Facility Agreement.
   James Hardie International Finance B.V. as Obligors Agent
 Name
 57




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insert relevant
category of PMP, eg, a company from which redeemable funds will be obtained in an amount of at
least EUR 50,000 (or the equivalent in another currency)
 [Insert name of Creditor]
 
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James Hardie  Common Terms Deed Poll
 
 Deed PollNew Borrower
    
    [Insert name and ABN/ACN or other registration number]of: [Insert address]Fax no:Attention:CTDP
    
    James Hardie  Common Terms Deed Poll as amended and restated
on [] 2008
 BY THIS DEED POLL
 (a)
    
    irrevocably agrees that from the date of this deed poll it is a Borrower under the CTDP;(b)
    
    irrevocably agrees to comply with and be bound by all current and future obligations of a
Borrower or an Obligor under the CTDP or any other Transaction Document to which it is a
party;(c)
    
    acknowledges having read a copy of the CTDP before signing this deed poll;(d)
    
    gives, as at the date of this deed poll, all representations and warranties on the part of a
Borrower or an Obligor contained in the CTDP; and(e)
    
    acknowledges receiving valuable consideration for this deed poll.
  DATED Insert Date
 EXECUTED
 Insert execution clause for New Borrower and, if it is a Dutch company, its corporate seat
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James Hardie  Common Terms Deed Poll
 
 Date
 Each relevant Creditor
 James Hardie  Common Terms Deed Poll  Release Request
  CTDP
 (a)
    
    Release requestWe request each of you release [Insert name of retiring Borrower] (Retiring Borrower)
from all liability under the CTDP pursuant to the attached Deed of Release.(b)
    
    Representation and warrantyWe represent and warrant that no Event of Default or Potential Event of Default is
continuing or will result from the release of the Retiring Borrower.
  For and on behalf ofJames Hardie Industries N.V.
(with corporate seat in Amsterdam)
    
    For and on behalf of
[Insert thename of the retiring
Borrowerand, if it is a Dutch company,
its corporate seat]Authorised Officer: [Name]
    
    Authorised Officer: [Name]
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James Hardie  Common Terms Deed Poll
 
 Deed of ReleaseParties
    
    The Creditor, the Retiring Borrowerand the Obligors
Agent, as described below.Creditor
    
    [Insertnameand ABN/ACN or other registration number of
a relevant Creditor]Retiring Borrower
    
    [Insertnameand ABN/ACN or other registration number]Obligors Agent
    
    [       ] on behalf of each Obligor other than the
Retiring Borrower.CTDP
    
    James Hardie  Common Terms Deed Poll as amended and
restated on [] 2008.
 insert date or the date of this deed .
    DATED Insert date
 EXECUTED
 Insert execution clauses for (1) each Creditor, (2) the Obligors Agent (and its corporate seat)
on behalf of each Obligor other than the Retiring Borrower, and (3) the Retiring Borrower and, if
it is a Dutch company, its corporate seat
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James Hardie  Common Terms Deed Poll
  DATED:
    
    2008
 SIGNED, SEALED AND
    
    )DELIVEREDby
    
    ))and
    
    ))as attorneys for JAMES HARDIE
    
    )INTERNATIONAL FINANCE
    
    )B.V.under power of attorney dated
    
    ))in the presence of:
    
    ))))Signature of witness
    
    )
    
    By executing this amended and)
    
    restated deed each attorney states that)
    
    the attorney has received no notice ofName of witness (block letters)
    
    )
    
    revocation of the power of attorneySIGNED, SEALED AND
    
    )DELIVEREDby
    
    ))and
    
    ))as Authorised Representatives of
    
    )JAMES HARDIE BUILDING
    
    )PRODUCTS, INC.in the presence
    
    )of:
    
    )))Signature of witness
    
    ))))Name of witness (block letters)
    
    )
    
    By executing this agreement each)
    
    Authorised Representative states that)
    
    the Authorised Representative has)
    
    received no notice of revocation of)
    
    his or her authority to execute this)
    
    deed
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SIGNED, SEALED AND
    
    
    )DELIVEREDby
    
    
    ))and
    
    
    ))as attorneys for JAMES HARDIE
    
    
    )INDUSTRIES N.V.under power of
    
    
    )attorney dated
    
    
    ))in the presence of:
    
    
    ))))Signature of witness
    
    
    )
    
    
    By executing this amended and)
    
    
    restated deed each attorney states that)
    
    
    the attorney has received no notice ofName of witness (block letters)
    
    
    )
    
    
    revocation of the power of attorney
 63