Exhibit 2.6
 
 3 Year Bullet Facility Agreement
 
  JHIF Obligors Agent  JHBP  Financier
 Mallesons Stephen Jaques




---



##### 



Form of James Hardie  Bullet Facility Agreement
  Details
    
    
    1General terms
    
    
    31
    
    Definitions
    
    
    31.1
    
    Definitions
    
    
    31.2
    
    Interaction with the Common Terms Deed Poll
    
    
    52
    
    The Facility and Facility Limit
    
    
    62.1
    
    Financier to fund
    
    
    62.2
    
    Maximum accommodation
    
    
    62.3
    
    Source of funding
    
    
    63
    
    Using the Facility
    
    
    63.1
    
    Drawing down
    
    
    63.2
    
    Requesting a drawdown
    
    
    63.3
    
    Effect of a Drawdown Notice
    
    
    73.4
    
    Conditions to first drawdown
    
    
    73.5
    
    Conditions to all drawdowns
    
    
    73.6
    
    Benefit of conditions
    
    
    73.7
    
    Currency and timing of drawdowns
    
    
    84
    
    Interest
    
    
    84.1
    
    Interest charges
    
    
    84.2
    
    Selection of Interest Period
    
    
    84.3
    
    When Interest Periods begin and end
    
    
    84.4
    
    Limit on Interest Periods
    
    
    94.5
    
    Notification of interest
    
    
    94.6
    
    Market disruption
    
    
    94.7
    
    Alternative basis of interest or funding
    
    
    95
    
    Repaying and prepaying
    
    
    95.1
    
    Repayment
    
    
    95.2
    
    Prepayment
    
    
    105.3
    
    Prepayment and the Facility Limit
    
    
    105.4
    
    Extension of Maturity Date
    
    
    106
    
    Payments
    
    
    116.1
    
    Payment by direction
    
    
    116.2
    
    Amount Owing
    
    
    116.3
    
    Application of payments  pre-default
    
    
    116.4
    
    Application of payments  post-default
    
    
    11
 i




---



##### 



7
    
    Cancellation
    
    
    118
    
    Fees
    
    
    129
    
    Financier representation
    
    
    1210
    
    Interest on overdue amounts
    
    
    1210.1
    
    Obligation to pay
    
    
    1210.2
    
    Compounding
    
    
    1210.3
    
    Interest following judgment
    
    
    1311
    
    Money Laundering
    
    
    1312
    
    Governing law and jurisdiction
    
    
    13Schedule 1  Drawdown Notice (clause 3)
    
    
    14Schedule 2  Selection Notice (clause 4.2)
    
    
    16Schedule 3  Repayment Notice (clause 5.1)
    
    
    17Schedule 4  Prepayment Notice (clause 5.2)
    
    
    18Schedule 5  Extension Request (clause 5.4)
    
    
    19Signing page
    
    
    21
 ii




---



##### 



Form of James Hardie  Bullet Facility Agreement
  Interpretation
 Parties
    
    JHIF, JHBP and
Financier, 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 SecretaryFinancier
    
    Name
    
    #1#ABN/Incorporated in/Registered number
    
    #2#Address
    
    #3#Fax
    
    #4#Attention
    
    #5#
 1




---



##### 



Parties
    
    JHIF, JHBP and
Financier, each as described below.Facility
    
    Description
    
    Revolving US$ cash advance facility.Facility Limit
    
    US$#6#Maturity Date
    
    Subject to clause 5.4, the third anniversary of the date of this agreement.Currency
    
    US$Interest Rate
    
    For an Interest Period, means LIBOR plus the Margin.Margin
    
    #7#Interest Periods
    
    Subject to clause 4.2 (Selection of Interest Period), 2weeks or 1, 2, 3, 6, 9 or 12 months, or such other period asagreed between a Borrower and Financier.Purpose
    
    For general corporate purposes of the Group, including,without limitation:   to fund the Group's working capital requirements;   to refinance existing Financial Indebtedness and pay related transaction costs;   to fund acquisitions;   to fund or reimburse against capital expenditure costs and payments to the Fund by any Group member; and/or   to fund distributions or other capital payments (if any).Fees
    
    Approval Fee
    
    #8#(also see clause 8)
    
    Commitment Fee
    
    #9##10#
    
    #11#Date of agreement
    
    See Signing page
 2




---



##### 



Form of James Hardie  Bullet Facility Agreement
 1
    
    Definitions
 1.1
    
    DefinitionsAmount Owingmeans the total of all amounts which are then due for payment, or which will
or may become due for payment, in connection with any Financing Document (including
transactions in connection with them) to the Financier.Availability Periodmeans the period commencing on the date of this agreement and ending on
the Maturity Date or, if earlier, the date on which the Facility Limit is cancelled in
full.Borrowermeans each of JHIF and JHBP individually but not jointly.Common Terms Deed Pollmeans the deed poll entitled James Hardie  Common Terms Deed Poll
as amended and restated on or about the date of this agreement.Default Ratemeans the applicable Interest Rate at the time plus 2% per annum. For the
purpose of this definition, 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 a
year of 360 days as if the overdue amount is a cash advance with Interest Periods of 30
days (or another period chosen from time to time by the Financier) with the first Interest
Period starting on and including the due date.Detailsmeans the section of this agreement headed Details.Drawdown Datemeans the Business Day on which a drawdown of the Facility is or is to be
made but does not include a rollover of a Drawing on the last day of an Interest Period.Drawdown Noticemeans a completed notice in writing, substantially in the form of, and
containing the information and representations and warranties set out in, schedule 1
(Drawdown Notice) and signed by an Authorised Officer of the Obligors Agent.Drawingmeans the outstanding principal amount of a drawdown made under the Facility.Extension Requestmeans a completed notice in writing, substantially in the form of, and
containing the information and representations and warranties set out in, schedule 5
(Extension Request) and signed by an Authorised Officer of the Obligors Agent.
 3




---



##### 



Facilitymeans the facility made available under this agreement.Facility Limitmeans the amount set out as such in the Details, as reduced by the total of
all cancellations under this agreement.Fee Payment Datemeans each 31 March, 30 June, 30 September and 31 December after the date
of this agreement.Financiermeans the person so described in the Details.Financing Documentmeans each of:
 (a)
    
    this agreement;(b)
    
    the Common Terms Deed Poll;(c)
    
    the Guarantee and Subordination Documents;(d)
    
    each Drawdown Notice;(e)
    
    each Selection Notice;(f)
    
    the agreement entitled James Hardie  Term Facility Agreement(g)
    
    the agreement entitled James Hardie  364 Day Facility Agreement(h)
    
    any other document which the Obligors Agent and the Financier agree to be
a Financing Document; and(i)
    
    any document entered into for the purpose of amending or novating any of
the above.
 Interest Payment Datemeans, in respect of an Interest Period, the last day of that
Interest Period.Interest Periodmeans each period selected in accordance with clause 4.2 (Selection of
Interest Period).Interest Ratemeans, subject to clause 4.6 (Market disruption), the interest rate set out
in the Details.LIBORmeans, in relation to any Drawing:
 (a)
    
    the applicable British Bankers Association Interest Settlement Rate for
US$ and the relevant period displayed on the appropriate page of the Reuters screen
(but if the agreed page is replaced or service ceases to be available, the Financier
may specify another page or service displaying the appropriate rate after
consultation with the Obligors Agent) (Screen Rate); or(b)
    
    (if no Screen Rate is available for US$ and the Interest Period of that
Drawing) the arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the Financier at its request quoted by the principal London offices of at
least three leading international
banks chosen by the Financier in consultation with the Obligors Agent to other
leading banks in the London interbank market,
 as of 11:00am (London time) on the day two Business Days before the first day of an
Interest Period for which the interest rate is to be determined for the offering of
deposits in US$ and for a period comparable to the Interest Period for that Drawing.
 4




---



##### 



Marginmeans on any day, the margin set out in the Details.Market Disruption Eventmeans:
 (a)
    
    at or about noon on the day two Business Days before the first day of an
Interest Period for which the interest rate is to be determined, by reason of
circumstances affecting the London interbank market for US$, the LIBOR component of
the Interest Rate cannot be determined; or(b)
    
    before close of business in London on the day two Business Days before the
first day of an Interest Period for which the interest rate is to be determined, the
Financier determines that the cost to it of obtaining matching deposits in the London
interbank market would be in excess of LIBOR.
 Maturity Datemeans the maturity date for the Facility as set out in the Details, but if
that is not a Business Day, then the preceding Business Day.Prepayment Noticemeans a completed notice in writing, substantially in the form of, and
containing the information and representations and warranties set out in, schedule 4
(Prepayment Notice) and signed by an Authorised Officer of the Obligors Agent.Repayment Noticemeans a completed notice in writing, substantially in the form of, and
containing the information and representations and warranties set out in, schedule 3
(Repayment Notice) and signed by an Authorised Officer of the Obligors Agent.Selection Noticemeans a notice under clause 4.2(b) (Selection of Interest Period), to be
substantially in the form of schedule 2 (Selection Notice).Undrawn Facility Limitmeans the Facility Limit less the aggregate of all Drawings
outstanding.1.2
    
    Interaction with the Common Terms Deed Poll
 (a)
    
    Each Borrower acknowledges that:
 (i)
    
    the Financier is a Creditor; and(ii)
    
    this agreement is a Facility Agreement,
 for the purposes of the Common Terms Deed Poll.
 5




---



##### 



(b)
    
    On execution of this agreement, the provisions of the Common Terms Deed
Poll (subject to paragraph (d) below) are incorporated into this agreement to the
intent and effect that any such provision for the benefit of a Creditor or a Borrower
(as defined in the Common Terms Deed Poll) may be enforced by the Financier or a
Borrower to the same extent as if the Financier was a party to the Common Terms Deed
Poll.(c)
    
    A term which has a defined meaning (including by reference to another
document) in the Common Terms Deed Poll has the same meaning when used in this
agreement unless it is expressly defined in this agreement, in which case the meaning
in this agreement prevails.(d)
    
    Where a conflict arises between a provision of the Common Terms Deed Poll
and this agreement, the Common Terms Deed Poll will prevail unless the provision in
this agreement includes words substantially to the effect of Despite the terms of
the Common Terms Deed Poll, in which case the relevant provision of this agreement
prevails.
 2
    
    The Facility and Facility Limit
 2.1
    
    Financier to fundSubject to clause 2.3, the Financier agrees to provide to the relevant Borrower the
financial accommodation requested by the Obligors Agent under this agreement.2.2
    
    Maximum accommodationThe financial accommodation to be provided under this agreement must not exceed the
Facility Limit.2.3
    
    Source of fundingIf the Borrower is JHBP or another entity resident in the United States of America, the
Financier agrees to provide any financial accommodation under clause 2.1 to such Borrower
through a branch of the Financier located in the United States of America or, where this
is not possible, from a branch of the Financier located in the United Kingdom.
 3
    
    Using the Facility
 3.1
    
    Drawing downThe Borrowers need not use the Facility. However, if a Borrower wants to use the
Facility, it may do so by one or more drawdowns.3.2
    
    Requesting a drawdown
 (a)
    
    If a Borrower wants a drawdown, the Obligors Agent must provide a written
Drawdown Notice to the Financier by 11:00am (London time)
at least 2 Business Days prior to the requested Drawdown Date (or such later time
as the Financier may agree).
 6




---



##### 



(b)
    
    The minimum amount of a Drawing is the lesser of:
 (i)
    
    US$1,000,000; and(ii)
    
    the Undrawn Facility Limit.
 3.3
    
    Effect of a Drawdown NoticeA Drawdown Notice is effective when the Financier actually receives it in legible form.
An effective Drawdown Notice is irrevocable.3.4
    
    Conditions to first drawdownEach Borrower agrees not to request the first drawdown, and a Financier is not obliged to
provide the first drawdown, unless:
 (a)
    
    all the conditions precedent listed in clause 3 (Conditions precedent) of
the Common Terms Deed Poll have been either satisfied or waived in accordance with
that agreement; and(b)
    
    a completed Facility Nomination Letter nominating this agreement as a
Facility Agreement has been received by the Financier.
 3.5
    
    Conditions to all drawdownsIn addition to the conditions precedent in clause 3 (Conditions precedent) of the Common
Terms Deed Poll, the Financier need not provide any financial accommodation on a Drawdown
Date unless it is satisfied that:
 (a)
    
    the Drawdown Date is a Business Day during the Availability Period for the
Facility;(b)
    
    the amount of the Drawing equals or exceeds the minimum drawdown amount set
out in clause 3.2(b) (Requesting a drawdown);(c)
    
    after the Drawing has been made, the sum of all outstanding Drawings will
not exceed the Facility Limit;(d)
    
    the Financier has received a Drawdown Notice in respect of the requested
drawdown in accordance with clause 3.2 (Requesting a drawdown); and(e)
    
    the proposed Drawing is for one or more of the purposes set out in the
Details.
 3.6
    
    Benefit of conditionsEach condition to a drawdown is for the sole benefit of the Financier and may only be
waived by the Financier.
 7




---



##### 



3.7
    
    Currency and timing of drawdownsThe Financier agrees to make each drawdown available to the account specified in the
relevant Drawdown Notice in immediately available US$ funds by 2:00pm (local time in
Amsterdam) on the relevant Drawdown Date.
 4
    
    Interest
 4.1
    
    Interest chargesEach Borrower must pay interest on each Drawing it makes for each of its Interest Periods
at the applicable Interest Rate. Interest:
 (a)
    
    accrues daily from and including the first day of an Interest Period to but
excluding the last day of the Interest Period; and(b)
    
    is payable in arrears on each relevant Interest Payment Date; and(c)
    
    is calculated on actual days elapsed and a year of 360 days.
 4.2
    
    Selection of Interest PeriodAn Interest Period for a Drawing is:
 (a)
    
    for the first Interest Period, the period specified in the Drawdown Notice
for that Drawing; and(b)
    
    for each subsequent Interest Period, a period notified in a Selection
Notice given by the Obligors Agent to the Financier on the Business Day before the
last day of the current Interest Period. However, in each case, the specified period
must be one that is set out in the Details. If the Obligors Agent does not give
correct notice, the subsequent Interest Period is the same length as the Interest
Period which immediately precedes it (or it is the period until the Maturity Date, if
that is shorter than the preceding Interest Period).
 4.3
    
    When Interest Periods begin and end
 (a)
    
    An Interest Period for a Drawing begins:
 (i)
    
    for the first Interest Period, on its Drawdown Date; and(ii)
    
    for each subsequent Interest Period, on the day when the
preceding Interest Period for the Drawing ends.
 (b)
    
    An Interest Period which would otherwise end on a day which is not a
Business Day ends on the next Business Day (unless that day falls in the following
month, in which case the Interest Period ends on the previous Business Day).
However, an Interest Period which would otherwise end after the Maturity Date ends on
the Maturity Date.(c)
    
    If an Interest Period of one or a number of months commences on a date in a
month for which there is no corresponding date in the month
in which the Interest Period is to end, it will end on the last Business Day of
the latter month.
 8




---



##### 



4.4
    
    Limit on Interest PeriodsIn selecting Interest Periods under clause 4.2 (Selection of Interest Period), the
Obligors Agent must ensure that there are no more than 5 different Interest Periods at
any one time.4.5
    
    Notification of interestInterest on a Drawing is payable in immediately available funds.The Financier will notify the Obligors Agent of the interest rates determined under this
agreement as soon as they are ascertained. Failure to do so will not affect the
obligations of a Borrower in any way.4.6
    
    Market disruptionIf a Market Disruption Event occurs in relation to a Drawing for any Interest Period, then
the Interest Rate on that Drawing for the Interest Period shall be the rate per annum
which is the sum of:
 (a)
    
    the Margin; and(b)
    
    the rate notified by the Financier as soon as practicable and in any event
before interest is due to be paid in respect of that Interest Period, to be that
which expresses as a percentage rate per annum the cost to the Financier of funding
its participation in that Drawing from whatever source it may reasonably select.
 4.7
    
    Alternative basis of interest or funding
 (a)
    
    If a Market Disruption Event occurs and the Financier or a Borrower so
requires, the Financier and the Obligors Agent shall enter into negotiations (for a
period of not more than thirty days) with a view to agreeing a substitute basis for
determining the rate of interest.(b)
    
    Any alternative basis agreed pursuant to paragraph (a) above shall, with
the prior consent of the Financier and the Obligors Agent, be binding on each of
them and the Borrowers.
 5
    
    Repaying and prepaying
 5.1
    
    Repayment
 (a)
    
    Each Borrower agrees to repay the total of the Drawings drawn by it and all
interest and other amounts (including default interest) which have accrued or which
are otherwise payable (but unpaid) in respect of this agreement on the Maturity Date.(b)
    
    The Obligors Agent must provide a written Repayment Notice to the
Financier by 11:00am (London time) at least 2 Business Days prior to
the Maturity Date (or such later time as the Financier may agree), but failure to
do so is without prejudice to the obligations of the Borrowers under clause
5.1(a) above.
 9




---



##### 



5.2
    
    PrepaymentEach Borrower may prepay all or part of a Drawing drawn by it as follows:
 (a)
    
    if only part of a Drawing is prepaid, it must be at least US$1,000,000 and
a whole multiple of US$500,000, or such lesser amount as may be agreed by the
Financier (at its discretion) from time to time; and(b)
    
    the Borrower must also pay all accrued (but unpaid) interest on that
Drawing; and(c)
    
    the Obligors Agent must provide a written Prepayment Notice to the
Financier at least 10 Business Days prior to the date of the requested prepayment (as
at close of business London time) (once given, a notice of prepayment is irrevocable
and the Borrower is obliged to prepay in accordance with the notice).
 If the prepayment is made on an Interest Payment Date for the Drawing to be prepaid, no
Break Costs are payable. However, if the Borrower prepays on a day other than the
Interest Payment Date for the Drawing to be prepaid and the Financier incurs any Break
Costs as a result of such prepayment, then the Borrower will be liable for Break Costs (if
any) under clause 12 (Costs and indemnities) of the Common Terms Deed Poll.5.3
    
    Prepayment and the Facility LimitThe Facility Limit is not reduced by amounts prepaid under clause 5.2 (Prepayment).5.4
    
    Extension of Maturity Date
 (a)
    
    The Obligors Agent will have the option to request an extension of the
Facility on the first and second anniversary of the date of this agreement.(b)
    
    The Obligors Agent will notify the Financier of its intention to extend
the Facility not less than 50 days prior to the applicable anniversary by providing a
written Extension Request. The Financier must respond to the Extension Request by
the date which is no later than 30 days after the date the Extension Request is
provided.(c)
    
    The Financier participating will have the right, but not the obligation, to
accept the extension requested. If a Financier chooses to accept the extension, the
Maturity Date will be extended for a further year.(d)
    
    If the Financier does not choose to accept the extension, the then current
Maturity Date will continue to apply.(e)
    
    If the Financier does not respond to an Extension Request, it is taken to
have chosen not to accept the extension.
 10




---



##### 



(f)
    
    The Obligors Agent may choose not to extend the Facility on the first
anniversary and still have the ability to request an extension on the second
anniversary to up to the same Maturity Date as if it had extended on both the first
and second anniversaries.(g)
    
    The Financier may choose to agree to a requested extension on the second
anniversary even if it has not chosen to agree to an extension request on the first
anniversary. The new Maturity Date will be extended by a minimum of one year or
greater as agreed between the Obligors Agent and the Financier.
 6
    
    Payments
 6.1
    
    Payment by directionIf the Financier directs a Borrower to pay a particular party or in a particular manner,
the Borrower is taken to have satisfied its obligation to the Financier by paying in
accordance with the direction.6.2
    
    Amount OwingSubject to the provisions of any Financing Document, each Borrower agrees to repay the
Amount Owing on the Maturity Date under this agreement.6.3
    
    Application of payments  pre-defaultPrior to an Event of Default, the Financier will apply amounts paid by each Borrower in
accordance with the terms of the Financing Documents.6.4
    
    Application of payments  post-defaultIf an Event of Default subsists, the Financier may apply amounts paid by each Borrower
towards satisfaction of the Borrowers obligations under the Financing Documents in the
manner it sees fit, unless the Financing Documents expressly provide otherwise. This
appropriation overrides any purported appropriation by the Borrower or any other person.
 7
    
    Cancellation
 The Obligors Agent may cancel the Undrawn Facility Limit in whole or in part at any time
during the Availability Period by notifying the Financier in writing at least 2 Business
Days prior to the date the cancellation is to take effect. A partial cancellation must be
at least US$1,000,000, unless the Financier agrees otherwise. Once given, the notice is
irrevocable. The Facility Limit is reduced by the amount of any cancellation.The Facility Limit is automatically cancelled at 5:30pm (London time) on the last day of
the Availability Period.
 11




---



##### 



8
    
    Fees
 8.1
    
    Approval FeeThe Obligors Agent agrees to pay on execution of this agreement, an Approval Fee as set
out in the Details.8.2
    
    Commitment feeThe Obligors Agent agrees to pay in arrears on each Fee Payment Date, on any
cancellation date described below and on the Maturity Date, the accrued but unpaid
commitment fee as set out in the Details.If the Obligors Agent cancels any of the Undrawn Facility Limit, it also agrees to pay on
the cancellation date, the commitment fee in respect of the cancelled amount from (but
excluding) the last Fee Payment Date up to and including the cancellation date.The commitment fee is calculated on actual days elapsed using a 360 day year.#10
 9
    
    Financier representation
 The Financier represents that it is a #12# PMP within the meaning of this agreement as at
the date of execution of this agreement. Each Borrower acknowledges that in making this
representation the Financier relies on, and has not independently investigated, the
definition of PMP set out in the Common Terms Deed Poll.
 10
    
    Interest on overdue amounts
 This clause applies despite the provisions of the Common Terms Deed Poll.10.1
    
    Obligation to payIf a Borrower does not pay any amount under or in respect of this agreement (including an
amount of interest payable under this clause 10.1) on the due date for payment, the
Borrower 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 a year of 360 days.A Borrower must pay interest under this clause to the Financier on demand from the
Financier on the last Business Day of each calendar month.10.2
    
    CompoundingInterest payable under clause 10.1 (Obligation to pay) which is not paid when due for
payment may be added to the overdue amount by the Financier 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 10.1
(Obligation to pay).
 12




---



##### 



10.3
    
    Interest following judgmentIf a liability becomes merged in a judgment, the relevant Borrower 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 Borrower must pay interest under this clause to the Financier on demand from
the Financier.
 11
    
    Money Laundering
 Each Borrower agrees that the Financier may delay, block, or refuse to make any payment if
the Financier believes on reasonable grounds that making that payment will breach any law
in Australia or any other country where such payment is to be made, and the Financier will
incur no liability to the Borrower if it does so.Each Borrower must provide all information to the Financier that the Financier reasonably
requires to comply with any law in Australia or any other country. Each Borrower agrees
the Financier may disclose information which it provides to the Financier where required
by any law in Australia or any other country.Unless a Borrower has disclosed that it is acting in a trustee capacity or on behalf of
another party, that Borrower warrants that it is acting on its own behalf in applying for
and using any of the Financiers products or services.Each Borrower declares and undertakes to the Financier that the payment of monies by the
Financier in accordance with any written instructions given by the Borrower will not
breach any law in Australia or any other country where such money is to be paid.
 12
    
    Governing law and jurisdiction
 This agreement is governed by the law in force in New South Wales and each Borrower
submits to the non-exclusive jurisdiction of the courts of that place.
 EXECUTED
 13




---



##### 



Form of James Hardie  Bullet Facility Agreement
  
 [name]
    To:
    
    []Attention:
    
    []Fax:
    
    []
 Insert date
 Drawdown Notice  James Hardie  Bullet Facility Agreement dated [  ] 2008 between James Hardie
International Finance B.V. (a Borrower and Obligors Agent), James Hardie Building Products,
Inc. (a Borrower) and [  ] (Financier) (Facility Agreement)
 1
 Borrower name
 
    
    The requested Drawdown Date is [].2
    
    The amount of the proposed drawdown is US$[].
    
    The requested first Interest Period is [].
    
    The proposed drawdown is to be paid to:
 Account number:
    
    []Account name:
    
    []Bank:
    
    []Branch:
    
    []Branch identifying number (Fedwire, BSB, etc):
    
    []
 14




---



##### 



Representations and Warranties
 Borrower name
      [Name of person]   James Hardie International Finance B.V.
 Instructions for completion
 1
    
    All items must be completed.2
    
    Must be a Business Day within the Availability Period.
 15




---



##### 



Form of James Hardie  Bullet Facility Agreement
  
 [name]
 
 To:
    
    []Attention:
    
    []Fax:
    
    []
 Insert date
 Selection Notice  James Hardie  Bullet Facility Agreement dated [  ] 2008 between James Hardie
International Finance B.V. (a Borrower and Obligors Agent), James Hardie Building Products,
Inc. (a Borrower) and [  ] (Financier) (Facility Agreement)
    Borrower name 
  1
  [Name of person]   James Hardie International Finance B.V.
 Instructions for completion
 1
    
    To be an Interest Period set out in the Details
 16




---



##### 



Form of James Hardie  Bullet Facility Agreement
  
 [name]
 
 To:
    
    []Attention:
    
    []Fax:
    
    []
 Insert date
 Repayment Notice  James Hardie  Bullet Facility Agreement dated  2008 between James Hardie
International Finance B.V. (a Borrower and Obligors Agent), James Hardie Building Products,
Inc. (a Borrower) and  (Financier) (Facility Agreement)
   Borrower name
 
    
    Repayment date: []
    
    The amount of the repayment: US$[]
    
    Principal maturing: US$[]
    
    This repayment will not trigger any Break Costs under clause 5.2 of the Facility Agreement.
  [Name of person]   James Hardie International Finance B.V.
 17




---



##### 



Form of James Hardie  Bullet Facility Agreement
  
 [name]
 
 To:
    
    []Attention:
    
    []Fax:
    
    []
 Insert date
 Prepayment Notice  James Hardie  Bullet Facility Agreement dated  2008 between James Hardie
International Finance B.V. (a Borrower and Obligors Agent), James Hardie Building Products,
Inc. (a Borrower) and  (Financier) (Facility Agreement)
   Borrower name
 
    
    Prepayment date: []
    
    The amount of the prepayment (including any accrued but unpaid interest): US$[]
    
    This repayment [will/will not] not trigger any Break Costs under clause 5.2 of the Facility
Agreement.
  [Name of person]   James Hardie International Finance B.V.
 18




---



##### 



Form of James Hardie  Bullet Facility Agreement
  
 [name]
 
 To:
    
    []Attention:
    
    []Fax:
    
    []
 Insert date
 Extension Request  James Hardie  Bullet Facility Agreement dated  2008 between James Hardie
International Finance B.V. (a Borrower and Obligors Agent), James Hardie Building Products,
Inc. (a Borrower) and  (Financier) (Facility Agreement)
   1
  2
  3
  [Name of person]   James Hardie International Finance B.V.
 19




---



##### 



insert date
 [Name of person]
 Instructions for completion
 1
    
    Only insert 24 if the Extension Request relates to the second anniversary of the date of
this agreement and an Extension Request was not given, or was declined, in relation to the
first anniversary of the date of this agreement and the Obligors Agent is seeking a two year
extension. Otherwise, insert 12.
 2
    
    Insert the date which is fifth anniversary of the date of this agreement if the Extension
Request relates to the second anniversary of the date of this agreement and an Extension
Request was not given, or was declined, in relation to the first anniversary of the date of
this agreement and the Obligors Agent is seeking a two year extension. Otherwise insert the
date 12 months after the current Maturity Date.
 3
    
    Insert a date which is 30 days after the date this Extension Request is to be provided to the
Financier.
 20




---



##### 



James Hardie  Bullet Facility Agreement
  DATED:
 JHIF
 SIGNEDby
    
    ))))as attorneys for JAMES
    
    )HARDIE INTERNATIONAL
    
    )FINANCE B.V.under power of
    
    )attorney dated
    
    ))in the presence of:
    
    )))
    
    By executing this agreement each attorneySignature of witness
    
    )
    
    states that the attorney has received no notice)
    
    of revocation of the power of attorney)Name of witness (block letters)
 JHBP
 SIGNEDby
    
    ))))as Authorised Representatives
    
    )of JAMES HARDIE
    
    )BUILDING PRODUCTS,
    
    )INC.in the presence of:
    
    )))Signature of witness
    
    )
    
    By executing this agreement each Authorised)
    
    Representative states that the Authorised)
    
    Representative has received no notice ofName of witness (block letters)
    
    )
    
    revocation of his or her authority to execute)
    
    this deed)
 21




---



##### 



Financier
 SIGNEDby
    
    
    ))as attorney for #1# under power of
    
    
    )attorney dated
    
    
    ))in the presence of:
    
    
    ))))Signature of witness
    
    
    )))
    
    
    By executing this agreement theName of witness (block letters)
    
    
    )
    
    
    attorney states that the attorney has)
    
    
    received no notice of revocation of)
    
    
    the power of attorney
 22