**Exhibit4.24****DATED*****8 JUNE*****2006****Asbestos Injuries Compensation Fund Limited in its capacity as trustee for the****Asbestos Injuries Compensation Fund**as the Beneficiaryand**The State of New South Wales Government**and**James Hardie Industries N.V.**as the Guarantor **PARENT GUARANTEE** ***CONFORMED COPY***

 

 **THIS PARENT GUARANTEE**is made on *8 June*2006 in Sydney, New South Wales**BETWEEN:****(1)** **Asbestos Injuries Compensation Fund Limited (ACN 117 363 461**, a company limited by guaranteeincorporated under the laws of the State of New South Wales, Australia, having its registeredoffice at Level 3, 22 Pitt Street Sydney New South Wales, in its capacity as trustee for the**Asbestos Injuries Compensation Fund**, a trust established by way of trust deed dated 7 April2006 (the **“Fund Trustee”**), duly represented by Peter Baker and Joanne Marchione;and**(2)** The **State of NewSouth Wales**, Level39, GovernorMacquarie Tower,Farrer Place,Sydney NSW 2000,Australia (the “**NSWGovernment**”), dulyrepresented by;and**(3)** **James Hardie Industries N.V.**, a company incorporated under the laws of the Netherlands, withits corporate seat in Amsterdam, the Netherlands, registered with the trade register of theChamber of Commerce with number 34106455 (the “**Guarantor**”), duly represented by MeredithHellicar and Russell Chenu.The aforementioned parties also collectively referred to as the “**Parties**” or individually as the“**Party**”.**RECITALS:**(1) The NSW Government, LGTDD Pty Ltd and the Guarantor are parties to a Final Funding Agreementdated 1 December 2005 (the “**Final Funding Agreement**”). (2) The Fund Trustee has become a party to the Final Funding Agreement by executing a Deed ofAccession on or about the date of this deed. (3) Pursuant to **Clause 10**of the Final Funding Agreement, the Guarantor has agreed to deliverthis Guarantee to the Fund Trustee and the NSW Government. (4) The NSW Government is not a creditor of the Guarantor in relation to the payment of theGuaranteed Obligations.**IT IS AGREED AS FOLLOWS**:**1.** **INTERPRETATION**   Capitalised terms shall be used herein as such terms are defined in the Final FundingAgreement (and such terms will be interpreted in accordance with the

 

 2  laws of New South Wales, Australia, being the governing law of the Final Funding Agreement),unless defined otherwise in this Guarantee; and   "**Guarantee**” means this guarantee; and   "**Guaranteed Obligations**” means any of the payment obligations of the Performing Subsidiaryto the Fund Trustee under the Final Funding Agreement, including the obligation to pay theWind-Up or Reconstruction Amount, and “Guaranteed Obligation” means any one such paymentobligation. Where the Performing Subsidiary would have been liable to make a payment underthe Final Funding Agreement but for the Liquidation or Insolvency of the PerformingSubsidiary or the occurrence of a Wind-up Event or Reconstruction Event in respect of thePerforming Subsidiary, it will be taken still to be liable for the purposes of thisGuarantee. **2.** **GUARANTEE** **2.1** The Guarantor hereby irrevocably and unconditionally: (a) guarantees to the Fund Trustee the due and punctual performance by thePerforming Subsidiary of the Guaranteed Obligations;  (b) guarantees to the Fund Trustee that, whenever the Performing Subsidiary doesnot pay any amount due under any of its Guaranteed Obligations, the Guarantor shallimmediately on first written demand by the Fund Trustee pay that amount to the FundTrustee, as if it were the principal obligor thereof; and  (c) guarantees to the Fund Trustee that it shall immediately on first writtendemand by or on behalf of the Fund Trustee pay to the Fund Trustee, all costs andexpenses incurred by the Fund Trustee in relation to the protection or enforcement ofits rights under this Guarantee and all costs and damages incurred by the Fund Trusteeas a result of the Performing Subsidiary not fulfilling one or more of the GuaranteedObligations when due.**2.2** The obligations of the Guarantor pursuant to **Clause 2.1**shall be continuing obligations andextend to all sums payable by the Performing Subsidiary under the Guaranteed Obligations. Theobligations of the Guarantor pursuant to **Clause 2.1**shall remain in full force and effectuntil all the Guaranteed Obligations shall have been paid, satisfied or discharged in full.Termination of this Guarantee is only allowed if and when the Final Funding Agreement isterminated (otherwise than due to breach or default by the Guarantor or the PerformingSubsidiary) and the Performing Subsidiary has fully discharged all of the GuaranteedObligations. The obligations of the Guarantor shall remain in full force in the event that thePerforming Subsidiary is replaced by another subsidiary of the Guarantor in accordance withclause 6.2 of the Final Funding Agreement or in the events described in **Clause 2.1(d)**.

 

3**2.3** This Guarantee is a guarantee of performance of the Guaranteed Obligations by payment of allamounts that are the subject of the Guaranteed Obligations when due and payable. **2.4** This Guarantee is not a contract of surety (*borgtocht*). The obligations of the Guarantorhereunder are independent of the obligations of the Performing Subsidiary and the obligationsof any other guarantor of the obligations of the Performing Subsidiary under the Final FundingAgreement. **2.5** Payment by the Guarantor of a portion, but not all, of the Guaranteed Obligations shall in noway limit, affect, modify, abridge or extinguish the Guarantor’s liability for any portion ofthe Guaranteed Obligations which has not been paid. Without limiting the generality of theforegoing, if the Fund Trustee is awarded a judgment in any proceedings brought to enforce theGuarantor’s obligations to pay a portion of the Guaranteed Obligations, such judgment shallnot be deemed to release the Guarantor from its obligation to pay the portion of theGuaranteed Obligations that is not the subject of such proceedings, and such judgment shallnot, except to the extent satisfied by the Guarantor, limit, affect, modify, abridge orextinguish any part of the Guarantor’s liability in respect of the Guaranteed Obligations. **2.6** This Guarantee is independent of, in addition to and shall not prejudice or affect or beprejudiced or be affected by any other right, remedy, guarantee, indemnity or security and maybe enforced without first having recourse to the same or any other mortgage, charge, pledge orlien now or hereafter held by or available to the Fund Trustee and/or the NSW Government. **2.7** If any discharge (whether in respect of the Guaranteed Obligations or any security for thoseobligations or otherwise) or arrangement is made in whole or in part on the faith of anypayment, security or other disposition by the Performing Subsidiary or the Guarantor which issubsequently avoided or which must be restored (without limitation) on bankruptcy,liquidation, moratorium of payment or otherwise, the liability of the Guarantor will continueor be reinstated as if the discharge or arrangement had not occurred. This clause 2.7 survivesthe discharge of this Deed. **2.8** Unless and until all the Guaranteed Obligations have been satisfied or discharged in full,the Guarantor shall not, after a claim has been made or by virtue of any payment orperformance under this Guarantee, in respect of any payment made to the Fund Trustee and/orthe NSW Government: (a) exercise any right of subrogation in respect of or claim to be subrogated toany rights, security or moneys held, received or receivable by the Fund Trustee;  (b) exercise against or claim from the Performing Subsidiary any right ofcontribution or recourse;  (c) claim as a creditor of the Performing Subsidiary in competition with the FundTrustee; or

 

4 (d) have the benefit of or take any action to receive or claim any payment,distribution or security in respect of the Guaranteed Obligations or amounts payableunder this Guarantee from or on account of the Performing Subsidiary, or exercise anyright of set-off as against the Performing Subsidiary (and the Guarantor waives anyright it would otherwise have to have the benefit of or receive or claim any suchpayment, distribution or security or to exercise any such right of set-off).**2.9** This Guarantee will not be discharged or otherwise affected as security for the GuaranteedObligations as a result of any of the following: (a) bankruptcy, moratorium of payment, winding-up, reconstruction, liquidation orsimilar proceedings relative to the Performing Subsidiary;  (b) any change in the status, function, control or ownership of the PerformingSubsidiary;  (c) any extension of time or other forbearance being granted or agreed to begranted to the Performing Subsidiary in respect of its Guaranteed Obligations;  (d) any amendment to, or any increase, variation, waiver or release of, any of theGuaranteed Obligations or any termination, amendment or variation of the Final FundingAgreement (and any reference herein to the Final Funding Agreement shall be taken asreferring to the Final Funding Agreement as amended or varied from time to time);  (e) the taking, variation, compromise, exchange, substitution, renewal or releaseof, or refusal or neglect to perfect, take up or enforce, any rights or remediesagainst, or security over assets of the Performing Subsidiary or any other person, orany non-presentment or non-observance of any formality or other requirement in respectof any instruments or any failure to realise the full value of any security;  (f) any present or future guarantee, indemnity, mortgage, charge, pledge, lien orother security or right or remedy held by or available to the Fund Trustee being orbecoming wholly or in part void, voidable or unenforceable on any ground whatsoever; or  (g) any other act, event or omission (other than performance by the Guarantor ofthis Guarantee) which, but for this clause might operate to discharge, extinguish,impair or otherwise affect any of the obligations of the Guarantor contained herein orany of the rights, powers or remedies conferred in respect of the Guarantor upon theFund Trustee and/or the NSW Government by this Guarantee or by law.**3.** **ENFORCEMENT** **3.1** The Fund Trustee may enforce this Guarantee only upon the occurrence of (i) a breach of anyGuaranteed Obligation by the Performing Subsidiary; (ii) a

 

5  Wind-Up Event; or (iii) a Reconstruction Event, in accordance with and subject to clause 10of the Final Funding Agreement. **3.2** A claim under this Guarantee in respect of the obligation of the Performing Subsidiary tomake Annual Payments (and/or instalments thereof) under clause 9 of the Final FundingAgreement, can only be made if the Performing Subsidiary has been in default (*verzuim*) for aperiod of 40 days from the date when such Annual Payment (or any instalment thereof) was due,provided that: (a) the Performing Subsidiary or the Guarantor has immediately provided to the NSWGovernment reasons for the default and such reasons are reasonable in the circumstances(for example and without limitation, that the Guarantor is experiencing temporary cashflow difficulties and is seeking to rectify that difficulty); and  (b) the Guarantor has promptly after that due date entered into and continued topursue or been ready, willing and able to enter into and pursue discussions with theNSW Government and (if available) the Fund Trustee to remedy the breach and provides tothe Fund Trustee and NSW Government material particulars of the breach and the proposedremedy or remedies;  (c) the Guarantor is not and does not become Insolvent at any time during thatperiod; and  (d) subject to clause 10 of the Final Funding Agreement, a Reconstruction Eventdoes not occur at any time during that period,  provided that such period shall automatically expire upon any of the requirements inparagraphs (a) to (d) inclusive (“**Moratorium Requirements”**) ceasing to be satisfied.   If the Moratorium Requirements remain satisfied at the expiry of the above 40 day period andif in the opinion of the NSW Government (acting reasonably) there is a reasonable prospectof the Guarantor or the Performing Subsidiary paying the outstanding amount within a furtherperiod of 50 days, the initial 40 day period shall be extended once by a further 50 days,save that such period shall automatically expire upon any of the Moratorium Requirementsceasing to be satisfied. **3.3** Without prejudice to clause 3.2 above, the Fund Trustee shall not be obliged before bringinga claim under this Guarantee: (a) to take any action against the Performing Subsidiary or to obtain judgment inany court against the Performing Subsidiary or any other person;  (b) to file any claim in a bankruptcy, moratorium of payment, winding-up,liquidation or similar proceedings relative to the Performing Subsidiary or any otherperson; or

 

6 (c) to make, enforce or seek to enforce any claim against the Performing Subsidiaryor any other person under any agreement or arrangement.**3.4** The restrictions to the enforcement of the Guarantee as set out in clause 3.2 of thisGuarantee do not apply in respect of claims under or in relation to the Guarantee brought bythe Fund Trustee in summary proceedings (*kort geding*) or other proceedings to obtain urgentinterlocutory Court relief. **3.5** The Guarantor waives any and all rights of set off (*verrekening*), counterclaim or suspension(*opschorting*) it may have at any time with respect to amounts payable hereunder againstamounts owed to it by the Fund Trustee. **3.6** The Guarantor waives to the fullest extent allowed by the laws of the Netherlands all rights,privileges, defences and exceptions pursuant to the Articles 6:139, 7:852, 853, 854, 855 and856 of the Dutch Civil Code. **3.7** To the extent permitted by law the Guarantor hereby waives, for the benefit of the FundTrustee and the NSW Government: (a) any right to require the Fund Trustee and/or the NSW Government, as a conditionof payment or performance by the Guarantor, to: (i) proceed against or exhaust any security held from thePerforming Subsidiary, any other guarantor or any other Person,  (ii) proceed against or have resort to any balance of any credit onthe books of the Fund Trustee and/or the NSW Government in favour of thePerforming Subsidiary or any other Person, or  (iii) pursue any other remedy in the power of the Guarantee Trusteeand/or the NSW Government whatsoever; (b) any defence arising by reason of the incapacity, lack of authority or anydisability or other defence of the Performing Subsidiary or any other guarantor,including any defence based on or arising out of the lack of validity or theunenforceability of the Guaranteed Obligations or any agreement or instrument relatingthereto or by reason of the cessation of the liability of the Performing Subsidiary orany other guarantor from any cause other than payment in full of the GuaranteedObligations;  (c) any defence based upon any statute or rule of law which provides that theobligation of a surety must be neither larger in amount nor in other respects moreburdensome than that of the principal;  (d)   (i) any principles or provisions of law, statutory or otherwise,which are or might be in conflict with the terms hereof and any discharge ofthe Guarantor’s obligations hereunder;

 

7 (ii) the benefit of any statute of limitations affecting theGuarantor’s liability hereunder or the enforcement hereof, and  (iii) promptness, diligence and any requirement that the FundTrustee and/or the NSW Government protect, secure, perfect or insure anysecurity interest or lien or any property subject thereto; (e) notices, demands, presentments, protests, notices of protest, notices ofdishonour and notices of any action or inaction, including acceptance hereof, noticesof default hereunder, the Final Funding Agreement, any other Related Agreement or anyagreement or instrument related thereto, notices of any renewal, extension ormodification of the Guaranteed Obligations or any agreement related thereto, notices ofany extension of credit to the Performing Subsidiary and any right to consent to anythereof; and  (f) any defences or benefits that may be derived from or afforded by law whichlimit the liability of or exonerate guarantors or sureties, or which may conflict withthe terms hereof.**4.** **REPRESENTATIONS AND WARRANTIES** **4.1** The Guarantor warrants that the following is true, accurate and not misleading as of the dateof this Guarantee and will at all times after the date of this Guarantee up to and includingthe Commencement Date be true, accurate and not misleading: (a) The Guarantor has been duly incorporated and is validly existing under the lawsof its jurisdiction and has the necessary corporate capacity and power to enter intothe Guarantee and to perform its obligations under the Guarantee.  (b) All corporate and other action required to be taken by the Guarantor toauthorise the execution of the Guarantee and the performance of its obligations underthe Guarantee has been duly taken.  (c) The Guarantee has been duly executed on behalf of the Guarantor and constituteslegal, valid and binding obligations of the Guarantor, enforceable in accordance withtheir terms subject to the terms of the opinion from De Brauw Blackstone Westbroekreferred to in schedule 5 of the Final Funding Agreement.  (d) The execution and performance of the Guarantee do not conflict with or resultin a breach of any provision of the articles of association of the Guarantor, includingbut not limited to its corporate purpose, or any provision of any applicable law inforce on the date of this Guarantee or any agreement to which the Guarantor is a party.  (e) No approval, consent, license or notice to any regulatory or governmental body(other than such approvals, consents, licenses or

 

8   notices as have been obtained or given) is necessary to ensure the validity,enforceability or performance of the obligations of the Guarantor under theGuarantee.**5.** **NOTICES** **5.1** All notices, consents, waivers and other communications under this Guarantee must be inwriting in English and delivered by hand or sent by regular mail, registered mail, expresscourier, facsimile or e-mail to the appropriate addresses and facsimile numbers set out belowor to such address and facsimile number as a Party may notify to the other Party from time totime. A notice shall be effective upon receipt and shall be deemed to have been received atthe time of delivery (if delivered by hand, registered mail or express courier) or at the timeof successful transmission (if delivered by fax or e-mail).       **To the Fund Trustee:**       Name: Asbestos Injuries Compensation Fund Limited       Address: Level 3, 18-22 Pitt Street Sydney New South Wales       Fax number: +612 8274 5217       Attention: The Chairman            **To the NSW Government:**       Name: The State of New South Wales, c/- The Cabinet Office       Address: Level 39, Governor Macquarie Tower, Farrer Place, Sydney, NSW 2000       Fax number: + 61 2 9228 3062       Attention: Deputy Director-General (Legal)            **To the Guarantor:**       Name: James Hardie Industries NV       Addresses: Atrium, 8th floor, Strawinskylaan 3077, 1077ZX Amsterdam, The Netherlands         Level 3, 20 Pitt Street, Sydney NSW 2000       Fax number: + 61 2 8274 5218       Attention: The Chairman and the Chief Financial Officer

 

9**6.** **NSW GOVERNMENT’S RIGHT TO ENFORCE** **6.1** The parties agree and acknowledge that clause 16.6 of the Final Funding Agreement providesthat the NSW Government shall be entitled directly to enforce all promises made by theGuarantor to the Fund Trustee under this Guarantee to the full extent permitted by law on andsubject to the terms of clause 16.6 of the Final Funding Agreement. **6.2** Any person (including, but not limited to, a firm, body corporate, unincorporatedassociation, court or authority) who deals with the NSW Government in good faith in relationto this Guarantee may, without enquiry, assume that the NSW Government has complied withclause 16.6 of the Final Funding Agreement unless the contrary is proved. **6.3** The parties agree and acknowledge that: (a) the Guarantee is a Related Agreement under the Final Funding Agreement;  (b) under an Irrevocable Power of Attorney, a copy of which is attached as AnnexureA to this Guarantee, and in addition to its rights under clause 6.1 of this Guarantee,the NSW Government shall have the power directly to enforce as an attorney of the FundTrustee under the Irrevocable Power of Attorney and on behalf of the Fund Trustee allpromises made by the Guarantor to the Fund Trustee under this Guarantee, subject to tothe terms of clause 16.6 of the Final Funding Agreement;  (c) under the Final Funding Agreement, the NSW Government and the Fund Trusteecovenanted that they will not amend or replace that Irrevocable Power of Attorneywithout the prior written consent of the Guarantor, not to be unreasonably withheld;and  (d) any actions taken by the NSW Government under that Irrevocable Power ofAttorney in respect of this Guarantee are valid and binding to the extent such actionsare made in accordance with that Irrevocable Power of Attorney.**6.4** On the legal relationship of the Beneficiary and the NSW Government vis-à-vis the Guarantor,article 6:16 of the Dutch Civil Code does not apply. **7.** **CHOICE OF LAW AND JURISDICTION**   This Guarantee is governed by the laws of the Netherlands, with the exception of theNetherlands private international law. Any dispute arising out of or in connection withthis Guarantee shall be exclusively decided by the competent court in Amsterdam. **8.** **COUNTERPARTS**   This Guarantee may be executed in any number of counterparts. All counterparts togetherwill be taken to be one instrument.

 

10Thus agreed and signed in Sydney on *8 June*2006.         Signed for Asbestos Injuries  )     Compensation Fund Limited by  )              */s/ Peter Baker* Name: Peter Baker     */s/ Joanne Marchione* Name: Joanne Marchione  Director / Secretary     Director           Signed by Meredith Hellicar  )     and Russell Chenu for James  )     Hardie Industries N.V.  )              */s/ Meredith Hellicar* Meredith Hellicar     */s/ Russell Chenu* Name: Russell Chenu  Chairman     Director           Signed by *Robert John Debus MP*  )     for the State of New South Wales  )     in the presence of  )              */s/ Leigh Rae Sanderson* Signature of Witness     */s/ Robert John Debus* Name:           *Leigh Rae Sanderson*                  Name of Witness        

 

11**Annexure A****Irrevocable Power of Attorney**(attached)