<PAGE>

                                                                    EXHIBIT 2.23

MALLESONS STEPHEN JAQUES

                                  Form of James Hardie - Term Facility Agreement

                                  Dated #1#

                                  James Hardie International Finance B.V.
                                  ("BORROWER" and "OBLIGORS' AGENT")
                                  #2# ("FINANCIER")

                                  MALLESONS STEPHEN JAQUES
                                  Level 60
                                  Governor Phillip Tower
                                  1 Farrer Place
                                  Sydney NSW 2000
                                  Australia
                                  T +61 2 9296 2000
                                  F +61 2 9296 3999
                                  DX 113 Sydney
                                  www.mallesons.com
                                  Ref: YC:CS

<PAGE>

FORM OF JAMES HARDIE - TERM FACILITY AGREEMENT
Contents

<TABLE>
<S>                                                                                            <C>
DETAILS                                                                                         1

GENERAL TERMS                                                                                   3

1        DEFINITIONS                                                                            3

1.1      Definitions                                                                            3
1.2      Interaction with the Common Terms Deed Poll                                            6

2        THE FACILITY AND FACILITY LIMIT                                                        6

2.1      Financier to fund                                                                      6
2.2      Maximum accommodation                                                                  6

3        USING THE FACILITY                                                                     7

3.1      Drawing down                                                                           7
3.2      Requesting a drawdown                                                                  7
3.3      Effect of a Drawdown Notice                                                            7
3.4      Conditions to first drawdown                                                           7
3.5      Conditions to all drawdowns                                                            7
3.6      Benefit of conditions                                                                  8
3.7      Currency and timing of drawdowns                                                       8

4        INTEREST                                                                               8

4.1      Interest charges                                                                       8
4.2      Selection of Interest Period                                                           8
4.3      When Interest Periods begin and end                                                    8
4.4      Limit on Interest Periods                                                              9
4.5      Notification of interest                                                               9
4.6      Market disruption                                                                      9
4.7      Alternative basis of interest or funding                                               9

5        REPAYING AND PREPAYING                                                                10

5.1      Repayment                                                                             10
5.2      Prepayment                                                                            10
5.3      Prepayment and the Facility Limit                                                     10

6        PAYMENTS                                                                              10

6.1      Payment by direction                                                                  10
6.2      Amount Owing                                                                          10
6.3      Application of payments - pre-default                                                 11
6.4      Application of payments - post-default                                                11

7        CANCELLATION                                                                          11

8        FEES                                                                                  11

8.1      Establishment fee                                                                     11
8.2      Commitment fee                                                                        11
</TABLE>

                                                                               i


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<TABLE>
<S>                                                                                            <C>
9        FINANCIER REPRESENTATION                                                              11

10       INTEREST ON OVERDUE AMOUNTS                                                           12

10.1     Obligation to pay                                                                     12
10.2     Compounding                                                                           12
10.3     Interest following judgment                                                           12

11       GOVERNING LAW                                                                         12

SCHEDULE 1 - DRAWDOWN NOTICE (CLAUSE 3)                                                        13

SCHEDULE 2 - SELECTION NOTICE (CLAUSE 4.2)                                                     15

SIGNING PAGE                                                                                   16
</TABLE>

                                                                              ii


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JAMES HARDIE - TERM FACILITY AGREEMENT

Details

INTERPRETATION - Definitions are in clause 1.

PARTIES             BORROWER, OBLIGORS' AGENT and FINANCIER, each as
                    described below.

BORROWER and        Name                JAMES HARDIE INTERNATIONAL FINANCE B.V.
OBLIGORS' AGENT

                    Corporate seat      Amsterdam

                    Registered Number   34108775

                    Address             8th Floor, Atrium, Unit 08
                                        Strawinskylaan 3077
                                        1077 ZX Amsterdam
                                        The Netherlands

                    Fax                 + 31 20 404 2544

                    Attention           Treasurer

FINANCIER           Name                #2#

                    ABN or Registered   #3#
                    Number

                    Address             #4#

                    Fax                 #5#

                    Attention           #6#

FACILITY            Description         Revolving US$ cash advance facility.

                    Facility Limit      US$#7#

                    Maturity Date       The first anniversary of the date of
                                        this agreement with automatic extension
                                        to the fifth anniversary of the date of
                                        this agreement if the Extension Events
                                        occur on or before the first anniversary
                                        of the date of this agreement.

                    Currency            US$

                                                                               1


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                       Interest Rate       For an Interest Period, means LIBOR
                                           plus the Margin.

                       Margin              #8#

                       Interest            Periods Subject to clause 4.2
                                           ("Selection of Interest Period"), 1,
                                           2, 3 or 6 months, or such other
                                           period as agreed between the 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 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                   Establishment Fee   #9#
(also see clause 8)

                       Commitment fee      #10#

DATE OF AGREEMENT      See Signing page

                                                                               2

<PAGE>

JAMES HARDIE - TERM FACILITY AGREEMENT

General terms

1     DEFINITIONS

1.1   DEFINITIONS

      AMOUNT OWING means 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 PERIOD means 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.

      BORROWER means the person so described in the Details.

      COMMON TERMS DEED POLL means the deed poll entitled "James Hardie - Common
      Terms Deed Poll" entered into by the Borrower and the Guarantor dated on
      or about the date of this agreement.

      DEFAULT RATE means 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.

      DETAILS means the section of this agreement headed "Details".

      DRAWDOWN DATE means 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 NOTICE means 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 Borrower.

      DRAWING means the outstanding principal amount of a drawdown made under
      the Facility.

      EXTENSION EVENTS means:

      (a)   the Principal Deed has been executed by each party to it;

      (b)   all conditions precedent to the commencement of the Principal Deed
            have been satisfied or waived;

                                                                               3


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      (c)   the Guarantee and Subordination Documents have been executed by all
            parties to them;

      (d)   closing legal opinions in form and substance satisfactory to the
            Financier in respect of the Guarantee and Subordination Documents
            are delivered to the Financier from De Brauw Blackstone Westbroek
            (Netherlands legal advisers to the Obligors) and Mallesons Stephen
            Jaques (Australian legal advisers to the Obligors); and

      (e)   the Financier notifies the Obligors' Agent in writing that the terms
            of:

            (i)   the Principal Deed; and

            (ii)  the Guarantee and Subordination Documents,

            are satisfactory to the Financier for the purposes of extending the
            Maturity Date in accordance with the terms of this agreement.

      In relation to paragraph (e), the Financier must:

            (i)   act in good faith in reaching its decision; and

            (ii)  give notice of its decision in writing as soon as reasonably
                  practicable (provided that the Obligors' Agent provides such
                  assistance as is reasonably required by the Financier in order
                  for it to reach a decision) and in any case within 30 days of
                  receiving copies of the executed Principal Deed and Guarantee
                  and Subordination Documents from the Obligors' Agent.

      FACILITY means the facility made available under this agreement.

      FACILITY LIMIT means the amount set out as such in the Details, as reduced
      by the total of all cancellations under this agreement.

      FEE PAYMENT DATE means each 31 March, 30 June, 30 September and 31
      December after the date of this agreement.

      FINANCIER means the person so described in the Details.

      FINANCING DOCUMENT means each of:

      (a)   this agreement;

      (b)   the Common Terms Deed Poll;

      (c)   the Interim Guarantee between the Guarantor and the Financier;

      (d)   the Guarantee and Subordination Documents;

      (e)   each Drawdown Notice;

      (f)   each Selection Notice;

                                                                               4


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      (g)   any other document which the Borrower and the Financier agree to be
            a Financing Document; and

      (h)   any document entered into for the purpose of amending or novating
            any of the above.

      INTEREST PAYMENT DATE means, in respect of an Interest Period, the last
      day of that Interest Period.

      INTEREST PERIOD means each period selected in accordance with clause 4.2
      ("Selection of Interest Period").

      INTEREST RATE means, subject to clause 4.6 ("Market disruption"), the
      interest rate set out in the Details.

      LIBOR means, 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
            Borrower) ("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
            Borrower 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.

      MARGIN means on any day, the margin set out in the Details.

      MARKET DISRUPTION EVENT means:

      (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 DATE means 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.

                                                                               5


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      SELECTION NOTICE means a notice under clause 4.2(b) ("Selection of
      Interest Period"), to be substantially in the form of schedule 2
      ("Selection Notice").

      UNDRAWN FACILITY LIMIT means the Facility Limit less the aggregate of all
      Drawings outstanding.

1.2   INTERACTION WITH THE COMMON TERMS DEED POLL

      (a)   The 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.

      (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 the Borrower (as defined in the Common
            Terms Deed Poll) may be enforced by the Financier or the 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 FUND

      The Financier agrees to provide to the Borrower the financial
      accommodation requested by the Obligors' Agent under this agreement.

2.2   MAXIMUM ACCOMMODATION

      The financial accommodation to be provided under this agreement must not
      exceed the Facility Limit.

                                                                               6


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3     USING THE FACILITY

3.1   DRAWING DOWN

      The Borrower need not use the Facility. However, if the Borrower wants to
      use the Facility, it may do so by one or more drawdowns.

3.2   REQUESTING A DRAWDOWN

      (a)   If the 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).

      (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 NOTICE

      A Drawdown Notice is effective when the Financier actually receives it in
      legible form. An effective Drawdown Notice is irrevocable.

3.4   CONDITIONS TO FIRST DRAWDOWN

      The 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 DRAWDOWNS

      In 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;

                                                                               7


<PAGE>

      (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 CONDITIONS

      Each condition to a drawdown is for the sole benefit of the Financier and
      may only be waived by the Financier.

3.7   CURRENCY AND TIMING OF DRAWDOWNS

      The 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 CHARGES

      The Borrower must pay interest on each Drawing 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 PERIOD

      An 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 Borrower 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

                                                                               8


<PAGE>

            (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.

4.4   LIMIT ON INTEREST PERIODS

      In 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 INTEREST

      Interest 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 the Borrower in any way.

4.6   MARKET DISRUPTION

      If 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 the
            Borrower so requires, the Financier and the Borrower 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 Borrower, be binding
            on each of them.

                                                                               9


<PAGE>

5     REPAYING AND PREPAYING

5.1   REPAYMENT

      The Borrower agrees to repay the total of the Drawings 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.

5.2   PREPAYMENT

      The Borrower may prepay all or part of a Drawing 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 notify the proposed prepayment in writing
            to the Financier at least 10 Business Days prior to the date of the
            requested prepayment (as at close of business Sydney 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 LIMIT

      The Facility Limit is not reduced by amounts prepaid under clause 5.2
      ("Prepayment").

6     PAYMENTS

6.1   PAYMENT BY DIRECTION

      If the Financier directs the 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 OWING

      Subject to the provisions of any Financing Document, the Borrower agrees
      to repay the Amount Owing on the Maturity Date under this agreement.

                                                                              10


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6.3   APPLICATION OF PAYMENTS - PRE-DEFAULT

      Prior to an Event of Default, the Financier will apply amounts paid by the
      Borrower in accordance with the terms of the Financing Documents.

6.4   APPLICATION OF PAYMENTS - POST-DEFAULT

      If an Event of Default subsists, the Financier may apply amounts paid by
      the 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 Borrower 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 (Sydney time) on
      the last day of the Availability Period.

8     FEES

8.1   ESTABLISHMENT FEE

      The Borrower agrees to pay on the first Business Day after the date of
      this agreement, an establishment fee as set out in the Details.

8.2   COMMITMENT FEE

      The Borrower 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 Borrower 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.

9     FINANCIER REPRESENTATION

      The Financier represents that it is a duly supervised bank in #11# and
      accordingly it is a PMP within the meaning of this agreement as at the
      date of execution of this agreement. The Borrower acknowledges that in
      making this

                                                                              11


<PAGE>

      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 PAY

      If the 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.

      The 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  COMPOUNDING

      Interest 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").

10.3  INTEREST FOLLOWING JUDGMENT

      If a liability becomes merged in a judgment, the 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 Borrower must pay interest under this clause to the Financier on
      demand from the Financier.

11    GOVERNING LAW

      This agreement is governed by the law in force in New South Wales and the
      Borrower submits to the non-exclusive jurisdiction of the courts of that
      place.

EXECUTED as an agreement.

                                                                              12


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JAMES HARDIE - TERM FACILITY AGREEMENT

Schedule 1 - Drawdown Notice (clause 3)

To: [     ]

Attention: [     ]

Fax: [     ]

[DATE]

DRAWDOWN NOTICE - JAMES HARDIE - TERM FACILITY AGREEMENT DATED [     ] 2005
BETWEEN JAMES HARDIE INTERNATIONAL FINANCE B.V. ("BORROWER" AND "OBLIGORS'
AGENT") AND [     ] ("FINANCIER") ("FACILITY AGREEMENT")

Under clause 3.2 ("Requesting a drawdown") of the Facility Agreement, the
Obligors' Agent gives notice as follows.(1)

The Borrower wants to borrow under the Facility.

-     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): [    ]

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

[for the first Drawdown only]: the representations and warranties in clause 8
("Representations and warranties") of the Common Terms Deed Poll are correct and
not misleading on the date of this notice and that each will be correct and not
misleading on the Drawdown Date.

[for any subsequent Drawdown]: those representations and warranties listed in
clause 3.2(a) ("Conditions to subsequent drawdowns") of the Common Terms Deed
Poll as required to be true on the date of each drawdown notice, are correct and
not misleading on the date of this notice and that each will be correct and not
misleading on the Drawdown Date.

No Event of Default or Potential Event of Default subsists at the date of this
notice or will result from the provision of the requested utilisation.

                                                                              13


<PAGE>

Clause 1 ("Definitions") of the Facility Agreement applies to this notice as if
it was fully set out in this notice.

__________________________________________________
[NAME OF PERSON] being
an Authorised Officer of
JAMES HARDIE INTERNATIONAL FINANCE B.V.
as Obligors' Agent (with corporate seat in Amsterdam)

INSTRUCTIONS FOR COMPLETION

(1)   All items must be completed.

(2)   Must be a Business Day within the Availability Period.

                                                                              14


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\
JAMES HARDIE - TERM FACILITY AGREEMENT

Schedule 2 - Selection Notice (clause 4.2)

To: [     ]

Attention: [     ]

Fax: [     ]

[DATE]

SELECTION NOTICE - JAMES HARDIE - TERM FACILITY AGREEMENT DATED [     ] 2005
BETWEEN JAMES HARDIE INTERNATIONAL FINANCE B.V. ("BORROWER" AND "OBLIGORS'
AGENT") AND [     ] ("FINANCIER") ("FACILITY AGREEMENT")

Terms defined in the Facility Agreement have the same meaning when used in this
notice.

This is an irrevocable notice under clause 4.2 ("Selection of Interest Period")
of the Facility Agreement.

Under clause 4.2 ("Selection of Interest Period") of the Facility Agreement, the
Obligors' Agent gives notice as follows:

The current Interest Period is due to end on [     ].

The Interest Period following the current Interest Period is to be a period of
[     ](1).

_________________________________________________________
[NAME OF PERSON] being
an Authorised Officer of

JAMES HARDIE INTERNATIONAL FINANCE B.V.
as Obligors' Agent (with corporate seat in Amsterdam)
INSTRUCTIONS FOR COMPLETION

(1)   To be an Interest Period set out in the Details

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<PAGE>

JAMES HARDIE - TERM FACILITY AGREEMENT

Signing page

DATED: #1#

BORROWER AND OBLIGORS' AGENT

SIGNED by
                                    )
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 agreement each attorney
_________________________________   )  states that the attorney has received no
Name of witness (block letters)     )  notice of revocation of the power of
                                    )  attorney

FINANCIER

SIGNED by                           )
                                    )
as attorney for #2#                 )
under power of attorney dated       )
                                    )
in the presence of:                 )
                                    )
                                    )
_________________________________   )  _________________________________________
Signature of witness                )  By executing this agreement the attorney
                                    )  states that the attorney has received no
_________________________________   )  notice of revocation of the power of
Name of witness (block letters)     )  attorney

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