exv10w38






Exhibit 10.38






James Hardie 117 Pty Limited




Level 3

22 Pitt Street

Sydney NSW 2000

Australia




Tel +61 2 8274 5239

Fax +61 2 8274 5218




21 March 2007




The State of New South Wales

c/- The Cabinet Office

Level 39, Governor Macquarie Tower

Farrer Place, Sydney NSW 2000

Attention: Deputy Director-General (Legal)




Asbestos Injuries Compensation Fund Limited

Level 3

22 Pitt Street

Sydney NSW 2000

Attention: Chairman




AET Structured Finance Services Pty Limited

Level 22

207 Kent Street

Sydney NSW 2000

Attention: Corporate Trust




Strictly Private & Confidential



Dear Sirs



Performing Subsidiary Intercreditor Deed



We refer to the Performing Subsidiary Intercreditor Deed between the State of New South Wales,
Asbestos Injuries Compensation Fund Limited, ourselves and AET Structured Finance Services Pty
Limited (Undertaking and Guarantee Trustee) dated 19 December 2006 (Performing Subsidiary
Intercreditor Deed).




1. Cross-Reference Correction



Schedule 1 to the Performing Subsidiary Intercreditor Deed includes an incorrect reference to
“clause 2.2(b)” in the form of the endorsement to be given by the Undertaking and Guarantee Trustee
to the Financier Nomination Letters. The reference should be to “clause 2.2(d)”.



We propose that the Performing Subsidiary Intercreditor Deed be amended by deleting the words
“clause 2.2(b)” in the endorsement by the Undertaking and Guarantee Trustee in Schedule 1 to the
Performing Subsidiary Intercreditor Deed and inserting the words “clause 2.2(d)”. If you agree to
that amendment please sign and return the attached copies of this letter to us and to the
Undertaking and Guarantee Trustee.




2. AET Change of Address



We have been advised by the Undertaking and Guarantee Trustee that it has changed its address
details to the following:




8843527_2







 









 








AET Structured Finance Services Pty Limited

Level 22

207 Kent Street,

Sydney NSW 2000



We have been requested to inform you that under clause 11 of the Performing Subsidiary
Intercreditor Deed this letter constitutes the Undertaking and Guarantee Trustee’s notification of
its new contact details and therefore all further Communications should be directed to that
address. The “Name”, “Attention” and “Facsimile” details all remain the same as previously set out
in the Performing Subsidiary Intercreditor Deed.



Please also confirm your acknowledgment and agreement of the above matters by signing and returning
the attached copies of this letter to us and to the Undertaking and Guarantee Trustee.



Clauses 1 (Interpretation) and 12 (Governing law and Jurisdiction) of the Performing Subsidiary
Intercreditor Deed apply to this letter as they were fully set out in this letter.



Executed as a deed.




Signed, sealed and delivered by James Hardie 117 Pty Limited




	 	 	 	 	 	 	 

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

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

	 	Director
	 	Title:
	 	Director






Accepted and Agreed:



Signed, sealed and delivered by The Honourable John Hatzistergos MLC,



Attorney-General of New South Wales,



for The State of New South Wales




	 	 	 	 	 
	 	 	 
	/s/ John Hatzistergos
 	 	 
	 	 	 


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




	 	 	 	 	 	 	 

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

	 	Peter W. Baker
	 	Name:
	 	Joanne Marchione
	Title:

	 	Director
	 	Title:
	 	Director






Signed, sealed and delivered by AET Structured Finance Services Pty Limited




	 	 	 	 	 	 	 

	/s/ Stuart Howard	 	/s/ Yvonne Drake
	 	 	 
	Name:

	 	Stuart Alexander Howard
	 	Name:
	 	Yvonne Drake
	Title:

	 	Authorised Officer
	 	Title:
	 	Authorised Officer






			
	 	 	 
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