exv10w35






Exhibit 10.35






James Hardie Industries N.V.

Atrium, Unit 08

Strawinskylaan 3077

1077 ZX Amsterdam

The Netherlands




Tel +31 20 3012980

Fax +31 20 4042544




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



Intercreditor Deed



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




1. Cross-Reference Correction



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



We propose that the Intercreditor Deed be amended by deleting the words “clause 2.2(b)” in the
endorsement by the Guarantee Trustee in Schedule 1 to the 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 Guarantee Trustee.




2. AET Change of Address



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




 8827213_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 Intercreditor Deed this letter
constitutes the 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 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 Guarantee Trustee.



Clauses 1 (Interpretation) and 12 (Governing law and Jurisdiction) of the 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 Industries N.V.




	 	 	 	 	 	 	 	 	 

	/s/ Benjamin Butterfield	 	/s/ Russell Chenu	 	 
	 	 	 	 	 
	Name:

	 	B Butterfield
	 	Name:
	 	R Chenu	 	 
	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	 	 







			
	 	 	 
	8827213_2
	 	2