<PAGE>

                                                                    EXHIBIT 2.22

            MALLESONS STEPHEN JAQUES

                     James Hardie - Common Terms Deed Poll

                     Dated    June 2005

                     James Hardie International Finance B.V. ("BORROWER" and
                     "OBLIGORS' AGENT")
                     James Hardie Industries N.V. ("GUARANTOR")

                     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: GNH:YC:NW

<PAGE>

JAMES HARDIE - COMMON TERMS DEED POLL
Contents

<TABLE>
<CAPTION>
<S>                                                                                            <C>
DETAILS                                                                                         1

GENERAL TERMS                                                                                   2

1      INTERPRETATION                                                                           2

1.1    Definitions                                                                              2
1.2    References to certain general terms                                                     17
1.3    Numbers                                                                                 19
1.4    Headings                                                                                19
1.5    Conflict                                                                                19
1.6    Shareholder ratification                                                                19

PART 1 CREDITORS AND FACILITIES                                                                20


2      CREDITORS AND FACILITIES                                                                20

2.1    Creditors and Facilities                                                                20
2.2    Removal of benefit for particular Creditor                                              20

PART 2 STANDARD TERMS - ALL FACILITIES                                                         21

3      CONDITIONS PRECEDENT                                                                    21

3.1    Conditions to first drawdown                                                            21
3.2    Conditions to subsequent drawdowns                                                      22

4      PAYMENTS                                                                                22

4.1    Manner of payment                                                                       22
4.2    Currency of payment                                                                     23

5      WITHHOLDING TAX                                                                         23

5.1    Payments by Obligor                                                                     23
5.2    Payments by a facility agent to Creditors                                               23
5.3    Tax credit                                                                              24
5.4    Early repayment or redemption                                                           24

6      INCREASED COSTS                                                                         24

6.1    Compensation                                                                            24
6.2    Substantiating costs                                                                    25
6.3    Procedure for claim                                                                     25
6.4    Possible minimisation                                                                   26

7      ILLEGALITY                                                                              26

7.1    Creditor's right to suspend or cancel                                                   26
7.2    Extent and duration                                                                     26
7.3    Notice requiring early repayment or redemption                                          27
7.4    Creditor to seek alternative funding method                                             27

8      REPRESENTATIONS AND WARRANTIES                                                          27

8.1    Representations and warranties                                                          27
</TABLE>

                                                                               i
<PAGE>

<TABLE>
<S>                                                                                            <C>
8.2    When representations and warranties made                                                30
8.3    Reliance on representations and warranties                                              30

9      UNDERTAKINGS                                                                            30

9.1    Application                                                                             30
9.2    General undertakings                                                                    30
9.3    Negative Pledge                                                                         31
9.4    Financial undertakings                                                                  31
9.5    GAAP                                                                                    32
9.6    Reporting undertakings                                                                  32
9.7    Officer's certificate                                                                   35

10     EVENTS OF DEFAULT                                                                       36

10.1   Events of Default                                                                       36
10.2   Consequences of default                                                                 39

11     REVIEW EVENTS                                                                           39


12     COSTS AND INDEMNITIES                                                                   40

12.1   What the Borrower agrees to pay                                                         40
12.2   Indemnity                                                                               41
12.3   Currency conversion on judgment debt                                                    41
12.4   Indirect Taxes                                                                          42

13     INTEREST ON OVERDUE AMOUNTS                                                             42

13.1   Obligation to pay                                                                       42
13.2   Compounding                                                                             42
13.3   Interest following judgment                                                             43

PART 3 GENERAL                                                                                 44


14     CHANGE OF BORROWERS                                                                     44

14.1   New Borrowers                                                                           44
14.2   Release of Borrowers                                                                    44

15     DEALING WITH INTERESTS                                                                  45

15.1   Dealings by Obligors                                                                    45
15.2   Dealings by Creditors                                                                   45
15.3   Change in lending office                                                                45
15.4   Securitisation permitted                                                                45
15.5   No increased costs                                                                      46
15.6   Professional Market Party (PMP)                                                         46

16     OBLIGORS' AGENT                                                                         46

16.1   Obligors' Agent as agent of the Obligors                                                46
16.2   Acts of Obligors' Agent                                                                 47

17     NOTICES                                                                                 47

17.1   Form                                                                                    47
17.2   Delivery                                                                                47
17.3   When effective                                                                          48
17.4   Receipt - postal                                                                        48
17.5   Receipt - fax                                                                           48
</TABLE>

                                                                              ii

<PAGE>

<TABLE>
<S>                                                                                            <C>
17.6   Receipt - general                                                                       48
17.7   Notices to or from facility agent                                                       48
17.8   Waiver of notice period                                                                 48

18     GENERAL                                                                                 48

18.1   Consents                                                                                48
18.2   Certificates                                                                            48
18.3   Set-off                                                                                 49
18.4   Discretion in exercising rights                                                         49
18.5   Partial exercising of rights                                                            49
18.6   No liability for loss                                                                   49
18.7   Conflict of interest                                                                    49
18.8   Remedies cumulative                                                                     49
18.9   Indemnities                                                                             49
18.10  Rights and obligations are unaffected                                                   49
18.11  Inconsistent law                                                                        49
18.12  Supervening legislation                                                                 50
18.13  Variation                                                                               50
18.14  Waiver                                                                                  50
18.15  Confidentiality                                                                         50
18.16  No responsibility for other's obligations                                               50
18.17  Further steps                                                                           51
18.18  Counterparts                                                                            51
18.19  Governing law                                                                           51
18.20  Serving documents                                                                       51
18.21  Process Agent                                                                           51

SCHEDULE 1 - VERIFICATION CERTIFICATE (CLAUSE 3.1)                                             52

SCHEDULE 2 - FACILITY NOMINATION LETTER (CLAUSE 2.1)                                           53

SCHEDULE 3 - FORM OF NEW BORROWER DEED POLL (CLAUSE 14.1)                                      54

SCHEDULE 4 - FORM OF RELEASE REQUEST (CLAUSE 14.2)                                             55

SCHEDULE 5 - FORM OF DEED OF RELEASE (CLAUSE 14.2)                                             56

SIGNING PAGE                                                                                   57
</TABLE>

                                                                             iii

<PAGE>

JAMES HARDIE - COMMON TERMS DEED POLL

Details

INTERPRETATION - Definitions are in clause 1.

PARTIES            BORROWER AND GUARANTOR, each as described below.

BORROWER           Name                James Hardie International Finance B.V.

                   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

GUARANTOR          Name                James Hardie Industries N.V.

                   Corporate seat      Amsterdam

                   Registered Number   34106455

                   ABN                 49 097 829 895

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

                   Fax                 + 31 20 404 2544

                   Attention           Managing Director and Company Secretary

IN FAVOUR OF:      Each Creditor as defined in this deed.

DATE OF DEED       See Signing page

                                                                               1

<PAGE>

JAMES HARDIE - COMMON TERMS DEED POLL

General terms

1     INTERPRETATION

1.1   DEFINITIONS

      These meanings apply unless the contrary intention appears:

      A$, AUD or AUSTRALIAN DOLLARS means the lawful currency of Australia.

      ASX CNW ANNOUNCEMENT means any release of information by the Guarantor
      through the Australian Stock Exchange concerning any event or circumstance
      affecting the financial position of the Group in a manner which would
      affect the calculation of Consolidated Net Worth and which sets out
      specific details of the balance sheet impact of such event or
      circumstance.

      ASX CNW ANNOUNCEMENT DATE means the date on which an ASX CNW Announcement
      is made.

      AUTHORISATION means:

      (a)   any consent, registration, filing, agreement, notarisation,
            certificate, licence, approval, permit, authority or exemption from,
            by or with a Government Agency; and

      (b)   any consent or authorisation regarded as given by a Government
            Agency due to the expiration of the period specified by a statute
            within which the Government Agency should have acted if it wished to
            proscribe or limit anything already lodged, registered or notified
            under that statute.

      AUTHORISED OFFICER means:

      (a)   in the case of a Creditor, a director or secretary of the Creditor,
            or an officer of that party whose title contains the word
            "director", "chief", "head", "president", "vice-president",
            "executive" or "manager", or a person performing the functions of
            any of them, or any other person appointed by the Creditor as an
            Authorised Officer for the purposes of a Transaction Document;

      (b)   in the case of an Obligor, a person appointed by the Obligor and
            notified to the Creditor as an Authorised Officer for the purposes
            of a Transaction Document, and whose specimen signature is provided
            with such notification to the Creditor.

      BORROWER means the person so described in the Details and any new borrower
      under clause 14.1 ("New Borrowers") and, if there are more than one, means
      each of them individually and every two or more of them jointly.

                                                                               2

<PAGE>

      It excludes any person released pursuant to clause 14.2 ("Release of
      Borrowers").

      BREAK COSTS means the actual costs and losses which a Creditor certifies
      (with reasonable details) that it has suffered or incurred by reason of:

      (a)   the liquidation or re-employment of deposits or other funds acquired
            or contracted for by the Creditor to fund or maintain financial
            accommodation under a Facility; or

      (b)   the termination or reversing of any agreement or arrangement entered
            into by the Creditor to hedge, fix or limit its effective cost of
            funding in relation to a Facility,

      but excluding any loss of margin.

      BUSINESS DAY means a weekday (not being a public holiday) on which:

      (a)   in respect of a day on which the interest rate under a Facility
            Agreement is required to be determined and for the purposes of
            giving drawdown notices and selection notices under a Facility
            Agreement, banks are open for general banking business in London;

      (b)   for the purposes of making or receiving any payments in US Dollars,
            banks are open for general banking business in London, New York and
            Sydney;

      (c)   for the purpose of making or receiving any payments in another
            currency, banks are open for general banking business in such place
            or places specified in a relevant Facility Agreement; and

      (d)   for all other purposes, banks are open for general banking business
            in Amsterdam, Sydney and any other place specified in a relevant
            Facility Agreement.

      CAPITAL LEASE means, at any time, a lease with respect to which the lessee
      is required concurrently to recognise the acquisition of an asset and the
      incurrence of a liability in accordance with GAAP.

      CAPITAL LEASE OBLIGATION means, with respect to any Group Member (other
      than an Excluded Entity) and a Capital Lease, the amount of the obligation
      of such Group Member as the lessee under such Capital Lease which would,
      in accordance with GAAP, appear as a liability on a balance sheet of such
      Group Member.

      CHANGE OF CONTROL means the Guarantor becoming a Subsidiary (as defined in
      the Corporations Act) of another person.

      COMPENSATION PROVISION means, at any time, the aggregate amount (without
      double counting) of provisions made by the Group at that time in
      accordance with GAAP for asbestos related liabilities (including, without
      limitation, obligations to fund or pay compensation pursuant to the
      Principal Deed).

                                                                               3

<PAGE>

      CONSOLIDATED FUNDED CAPITALISATION means, at any time, the sum of
      Consolidated Net Worth and Consolidated Funded Debt at that time.

      CONSOLIDATED FUNDED DEBT means, as of any date of determination, the total
      of all Funded Debt of the Group outstanding on that date, after
      eliminating:

      (a)   all Funded Debt (if any) of the Excluded Entities; and

      (b)   all offsetting debits and credits between any Group Members
            (excluding the Excluded Entities) and all other items required to be
            eliminated in the course of the preparation of consolidated
            financial statements of the Group in accordance with GAAP.

      CONSOLIDATED NET WORTH means, at any date of determination, the sum of:

      (a)   the par value (or value stated in the books of the Group) of the
            capital stock (but excluding treasury stock and capital stock
            subscribed and unissued) of the Group; and

      (b)   the amount of the paid-in capital and retained earnings of the
            Group,

      plus the Compensation Provision on that date (and eliminating all other
      consequential balance sheet impacts relating to the Compensation
      Provision), in each case as such amounts would be shown on the
      consolidated balance sheet of the Group prepared:

      (c)   as if the Excluded Entities were not Subsidiaries of the Guarantor
            (to the intent that the assets, liabilities and other balance sheet
            items of all Excluded Entities shall be excluded in calculating
            Consolidated Net Worth); and

      (d)   in accordance with GAAP,

      on the most recent Reporting Date or, where applicable, on the most recent
      ASX CNW Announcement Date, to the extent such amounts have been adjusted
      to reflect the content of any ASX CNW Announcement which post-dates such
      balance sheet.

      CONSOLIDATED PERMITTED EXTERNAL FINANCIAL INDEBTEDNESS means, as of any
      date of determination, the total of all Permitted External Financial
      Indebtedness of the Group outstanding on that date, after eliminating all
      offsetting debits and credits between any Group Members (excluding the
      Excluded Entities) and all other items required to be eliminated in the
      course of the preparation of consolidated financial statements of the
      Group in accordance with GAAP.

      CONTROLLER has the meaning it has in the Corporations Act.

      CORPORATIONS ACT means the Corporation Act 2001 of Australia.

      COSTS means costs, fees, disbursements, charges and expenses, including,
      without limitation where an Obligor is liable to pay or reimburse the
      Costs, those incurred in connection with advisers and, unless an Event of
      Default is

                                                                               4

<PAGE>

      subsisting, only for an amount and on a basis previously agreed to in
      writing by the Obligor.

      CREDITOR means each party nominated as a "Creditor" under a Facility
      Nomination Letter (and includes in the case of any syndicated facility,
      the facility agent) and, if there are more than one, means each of them
      individually but not jointly. It does not include any Group Member.

      DEED OF RELEASE means a deed poll in the form of schedule 5 ("Form of Deed
      of Release").

      DEFAULT RATE means, in respect of a Transaction Document, the rate of
      interest specified in that document as payable on any amount not paid
      under the document on the due date for payment.

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

      DIRECTIVE means:

      (a)   a law; or

      (b)   a treaty, official directive, regulation, request, guideline or
            policy (whether or not having the force of law) with which
            responsible financiers generally comply in carrying on their
            business.

      DUE CURRENCY means, in respect of any payment to be made under a
      Transaction Document, the currency in which that payment is due.

      DUTCH BANKING ACT EXEMPTION REGULATION means the Dutch 1992 Banking Act
      Exemption Regulation (Vrijstellingsregeling Wtk 1992).

      EBIT means the operating profit of the Group, on a consolidated basis,
      before adjustments for:

      (a)   significant, extraordinary, abnormal or exceptional items;

      (b)   items recognised in connection with the Special Commission of
            Inquiry into Medical Research and Compensation Foundation and other
            related expenses; and

      (c)   income tax,

      but after:

      (d)   adding back Net Interest Charges and all items referred to in
            paragraphs (a) to (e) of the definition of "Net Interest Charges"
            that were deducted in deriving the operating profit figure of the
            Group; and

      (e)   eliminating all income, expense and other profit and loss statement
            impact of the Excluded Entities,

      determined in each case by reference to the latest audited consolidated
      financial statements of the Group delivered under clause 9.6(b). It
      excludes

                                                                               5

<PAGE>

      any earnings from any Project Activities if these are derived from Project
      Vehicles or Project Property over which there exist Security Interests
      (unless such earnings have actually been received in cash by an Obligor).

      ENVIRONMENTAL LAWS means any and all applicable statutes, laws,
      regulations, ordinances, rules, judgments, orders, decrees, permits,
      concessions, grants, franchises, licences, agreements or governmental
      restrictions relating to pollution and the protection of the environment
      or the release of any materials into the environment, including those
      related to hazardous substances or wastes, air emissions and discharges to
      waste or public systems.

      EVENT OF DEFAULT means an Event of Default set out in clause 10.1 ("Events
      of Default").

      EXCHANGE ACT means the Securities Exchange Act 1934 of the United States
      of America.

      EXCLUDED ENTITY means the Fund and each of the following entities:

      (a)   Amaba Pty Limited (ACN 000 387 342);

      (b)   Amaca Pty Limited (ACN 000 035 512);

      (c)   ABN 60 Pty Limited (ACN 000 009 263); and

      (d)   Marlew Mining Pty Limited (formerly known as Asbestos Mines Pty
            Limited) (ACN 000 049 650),

      and any other entity agreed in writing by the Guarantor and each Creditor
      (or, in the case of a syndicated facility, the facility agent).

      EXCLUDED TAX means:

      (a)   a Tax imposed by any jurisdiction on or assessed against a Creditor
            as a consequence of the Creditor being a resident of or organised in
            or doing business in that jurisdiction, but not any Tax:

            (i)   that is calculated on or by reference to the gross amount of a
                  payment derived under a Transaction Document or another
                  document referred to in a Transaction Document (without the
                  allowance of a deduction);

            (ii)  that is imposed as a result of the Creditor being considered a
                  resident or organised or doing business in that jurisdiction
                  solely as a result of it being a party to a Transaction
                  Document or a transaction contemplated by a Transaction
                  Document; or

      (b)   a Tax which would not be required to be deducted by an Obligor if,
            before the Obligor makes a relevant payment, a relevant Creditor
            provided the Obligor with any of its name, address, registration

                                                                               6

<PAGE>

            number or similar details or any relevant tax exemption or similar
            details.

      FACILITY means any facility under a Facility Agreement.

      FACILITY AGREEMENT means each agreement to which a Creditor (together with
      any other persons) and a Borrower are party, which is nominated as a
      "Facility Agreement" in a Facility Nomination Letter.

      FACILITY NOMINATION LETTER means a letter substantially in the form set
      out in schedule 2 ("Facility Nomination Letter") in favour of a person
      (not being a Group Member) providing financial accommodation to a Borrower
      (or any agent or trustee on that person's behalf).

      FINANCE GUARANTEE means the guarantee to be given by the Guarantor, in
      replacement of and to substantially the same effect as the Interim
      Guarantees, for the benefit of the Creditors party to the Interim
      Guarantees and other persons nominated in accordance with the guarantee.

      FINANCIAL INDEBTEDNESS means, with respect to any Group Member, without
      double counting:

      (a)   its liabilities for borrowed money (including all liabilities in
            respect of letters of credit (excluding letters of credit and
            performance guarantees posted in respect of payment of accounts
            payable arising in the ordinary course of business) or instruments
            serving a similar function issued or accepted for its account by
            banks and other financial institutions);

      (b)   its liabilities for the deferred purchase price (for more than 90
            days) of property acquired by such Group Member (excluding accounts
            payable arising in the ordinary course of business);

      (c)   its Capital Lease Obligations;

      (d)   all Preferred Stock of Subsidiaries (excluding the Excluded
            Entities) of such Group Member which is not owned by such Group
            Member or a Wholly Owned Subsidiary of such Group Member; and

      (e)   any Guarantee of such Group Member with respect to liabilities of a
            type described in any of paragraphs (a) to (d) of this definition.

      FINANCIAL YEAR means each year ending on 31 March.

      FREE CASH FLOW has the meaning given to that term in the Principal Deed.

      FUND means the trustee of the special purpose fund contemplated by the
      Principal Deed, in its capacity as trustee of that special purpose fund.

      FUND GUARANTEE means the guarantee to be given by the Guarantor in favour
      of the Fund and the State of New South Wales in accordance with the
      Principal Deed and in the form of an Annexure to the Guarantee and
      Subordination Documents.

                                                                               7

<PAGE>

      FUNDED DEBT means, at any time, with respect to any Group Member (other
      than an Excluded Entity), all drawn and outstanding Financial Indebtedness
      (other than Non-Recourse Debt) of such Group Member owing to any person
      outside the Group (other than an Excluded Entity) at that time.

      GAAP means generally accepted accounting principles as in effect from time
      to time in the United States of America.

      GOVERNMENT AGENCY means any government or any governmental,
      semi-governmental, administrative, fiscal or judicial body, department,
      commission, authority, tribunal, agency or entity having jurisdiction
      over, or in relation to the affairs of, a Group Member and, for the
      avoidance of doubt, includes, without limitation, the Australian Taxation
      Office, the US Internal Revenue Service and the Dutch tax authorities.

      GROUP means the Guarantor and its Subsidiaries and GROUP MEMBER means any
      one of them.

      GUARANTEE means any guarantee, suretyship, letter of credit, or any other
      obligation (whatever called and of whatever nature):

      (a)   to provide funds (whether by the advance or payment of money, the
            purchase of or subscription for shares or other securities, the
            purchase of assets or services, or otherwise) for the payment or
            discharge of;

      (b)   to indemnify any person against the consequences of default in the
            payment of; or

      (c)   to be responsible for,

      any debt or monetary liability of another person or the assumption of any
      responsibility or obligation in respect of the insolvency or the financial
      condition of any other person.

      GUARANTEE AND SUBORDINATION DOCUMENTS means one or more documents to be
      entered into by the Guarantor and others comprising:

      (a)   the Finance Guarantee; and

      (b)   subordination arrangements under which the rights of the Fund and
            the State of New South Wales against the Guarantor under the Fund
            Guarantee will be subordinated to the rights of the beneficiaries of
            the Finance Guarantee against the Guarantor under the Finance
            Guarantee.

      GUARANTOR means the person so described in the Details.

      INDIRECT TAX means any goods and services tax, consumption tax, value
      added tax or any tax of a similar nature.

      INTERIM GUARANTEES means the deeds, each entitled "James Hardie -
      Guarantee Deed", entered into by the Guarantor and the Creditors severally
      on or about the date of this deed.

                                                                               8
<PAGE>

      JHIF means James Hardie International Finance B.V.

      MAJORITY CREDITOR means:

      (a)   in relation to a syndicated or capital markets facility, the
            Creditors who form a "majority" (howsoever described) as defined
            under that Facility or all such Creditors, to the extent so required
            under that facility;

      (b)   in relation to a bilateral facility, the Creditor under that
            facility.

      MATERIAL ADVERSE EFFECT means a material adverse effect on:

      (a)   the ability of each Borrower to perform its obligations to pay
            Outstanding Moneys when the same are due or within any applicable
            grace period; or

      (b)   the ability of the Guarantor to perform its obligations under the
            relevant Interim Guarantee or the Finance Guarantee in favour of the
            Creditor when the same are due or within any applicable grace
            period; or

      (c)   the validity or enforceability of the Transaction Documents.

      MATERIAL SUBSIDIARY means any Subsidiary of the Guarantor (other than an
      Excluded Entity) whose total assets at the time of determination
      (consolidated in the case of a Subsidiary which itself has one or more
      Subsidiaries) represent not less than 15% of Consolidated Net Worth at
      that time.

      NET INTEREST CHARGES for a period means all interest and amounts in the
      nature of interest or of similar effect to interest, paid or payable by
      the Group (excluding the Excluded Entities), on a consolidated basis, less
      interest income received by or arising to the Group (excluding the
      Excluded Entities), on a consolidated basis, in the same period for which
      such Net Interest Charges are being determined, in each case by reference
      to the financial statements referred to in clause 9.6. It excludes:

      (a)   any swap break or reset costs incurred and paid as part of any
            termination of any hedging or facility;

      (b)   any break costs, early redemption premium, make-whole payments,
            liquidated damages or other penalties (howsoever described) incurred
            and paid in connection with the prepayment of any facility;

      (c)   capitalising interest under any agreement for the provision of
            Financial Indebtedness to a Group Member which is in the nature of:

            (i)   a construction facility to fund capital expenditure to be
                  undertaken by a Group Member (but only while that capitalising
                  interest is not payable under the terms of that agreement); or

                                                                               9

<PAGE>

            (ii)  a capital-indexed or zero coupon debt instrument which
                  contractually allows the capitalisation of interest;

      (d)   establishment, arrangement, underwriting and other fees payable once
            only on the initial provision of financial accommodation;

      (e)   all interest and amounts in the nature of interest, and any other
            amounts of the kind referred to in paragraphs (a) to (d) above,
            relating to:

            (i)   Subordinated Debt;

            (ii)  hybrid capital;

            (iii) Non-Recourse Debt; or

            (iv)  a loan under which financial accommodation is provided from
                  one Group Member (not being an Excluded Entity) to another
                  Group Member (not being an Excluded Entity).

      NEW BORROWER means a person who executes a New Borrower Deed Poll in
      accordance with clause 14.1 ("New Borrowers").

      NEW BORROWER DEED POLL means each deed poll entered into by a New Borrower
      substantially in the form set out in schedule 3 ("Form of New Borrower
      Deed Poll").

      NON-AUSTRALIAN OBLIGOR means an Obligor which is not resident or
      incorporated in Australia.

      NON-RECOURSE DEBT means any Project Debt if, and for so long as:

      (a)   the person to whom the Project Debt is owed does not have recourse
            (whether by way of execution, set-off or otherwise) to a Group
            Member or its assets for the payment or repayment of the Project
            Debt other than to assets which the Security Interest ("PROJECT
            SECURITIES") securing that Project Debt are permitted to extend to
            under paragraph (h) of the definition of Permitted Security Interest
            (that person, and any agent or trustee on that person's behalf,
            being a "NON-RECOURSE FINANCIER"); and

      (b)   the Non-Recourse Financier may not seek to wind up or place into
            administration, or pursue or make a claim in the winding up or
            administration of, any other Group Member to recover or to be repaid
            that Project Debt; and

      (c)   the Non-Recourse Financier cannot obtain specific performance or a
            similar remedy with respect to any obligation of another Group
            Member to pay or repay that Project Debt; and

      (d)   the Non-Recourse Financier and any receiver, receiver and manager,
            agent or attorney appointed under the Project Securities, may not
            incur a liability on behalf of, or for the account of, a Group
            Member

                                                                              10

<PAGE>

            which liability itself is not subject to the above paragraphs as if
            references to Project Debt in those paragraphs included that
            liability.

      For the avoidance of doubt, if Project Debt is incurred or owed by a Group
      Member which is not a Project Vehicle, then the tests in paragraphs (b)
      and (c) above must also be satisfied in respect of that Group Member in
      order for the Project Debt to qualify as Non-Recourse Debt.

      OBLIGOR means:

      (a)   a Borrower; or

      (b)   the Guarantor.

      OBLIGORS' AGENT means JHIF.

      OUTSTANDING MONEYS means all debts and monetary liabilities of each
      Obligor to a Creditor under or in relation to any Transaction Document and
      in any capacity, irrespective of whether the debts or liabilities:

      (a)   are present or future;

      (b)   are actual, prospective, contingent or otherwise;

      (c)   are at any time ascertained or unascertained;

      (d)   are owed or incurred by, or on account of, that Obligor alone or
            severally or jointly with any other person;

      (e)   are owed to or incurred for the account of that Creditor alone or
            severally or jointly with any other person;

      (f)   are owed or incurred as principal, interest, fees, charges, taxes,
            duties or other imposts, damages (whether for breach of contract or
            tort or incurred on any other ground), losses, costs or expenses, or
            on any other account; or

      (g)   comprise any combination of the above.

      PERMITTED EXTERNAL FINANCIAL INDEBTEDNESS means Financial Indebtedness of
      a Group Member (other than an Obligor or an Excluded Entity) owing to any
      person outside the Group under or in connection with:

      (a)   a working capital facility;

      (b)   a transactional banking facility;

      (c)   a Capital Lease;

      (d)   Non-Recourse Debt;

      (e)   a "soft loan" or other form of financial accommodation given to a
            Group Member by a Government Agency in connection with capital

                                                                              11
<PAGE>

            works or expansion plans undertaken by that Group Member or any
            other Group Member; or

      (f)   any financial accommodation which, in the opinion of the Guarantor,
            it is preferable for the relevant Group Member to raise from
            external sources (rather than by an intra-Group borrowing) for
            reasons based on economic advantage, administrative convenience
            and/or legal, structural, political and/or tax considerations.

      PERMITTED SECURITY INTEREST means:

      (a)   a Security Interest created by operation of law or otherwise to
            secure taxes, assessments or other governmental charges which are
            not more than 90 days overdue or are being contested in good faith;

      (b)   a Security Interest which a Group Member is required to create by
            any applicable law or is required or considers it necessary or
            expedient to create in order to obtain, maintain or renew any
            Authorisation;

      (c)   a Security Interest created by operation of law or otherwise in
            favour of a landlord, carrier, warehouseman, mechanic, materialman
            or other supplier (including rights by way of reservation or
            retention of title to property) or other similar Security Interest,
            in each case, incurred in the ordinary course of business for sums
            which are not more than 90 days overdue or are being contested in
            good faith;

      (d)   a Security Interest incurred, or deposits made, in the ordinary
            course of business:

            (i)   in connection with workers' compensation, unemployment
                  insurance and other types of social security, employment or
                  retirement benefits; or

            (ii)  to secure (or to obtain letters of credit that secure) the
                  performance of tenders, statutory obligations, surety bonds,
                  appeal bonds, bids, leases (other than Capital Leases),
                  performance bonds, purchase, construction or sales contracts
                  and other similar obligations,

            in each case not incurred or made:

                  (A)   in connection with the borrowing of money, the obtaining
                        of advances or credit or payment of the deferred
                        purchase price of property; nor

                  (B)   to secure obligations due under the Principal Deed or
                        any Related Agreement (as defined in the Principal
                        Deed);

      (e)   a Security Interest in respect of a judgment debt of a Group Member,
            provided that the judgment is discharged or execution of it is
            stayed

                                                                              12
<PAGE>

            (permanently or pending appeal) within 90 days of entry thereof or
            adequate reserves have been provided for it;

      (f)   leases or subleases granted to others, easements, rights-of-way,
            restrictions and other similar charges or encumbrances, in each case
            incidental to, and not interfering with, the ordinary conduct of the
            business of the Group;

      (g)   a Security Interest on property or assets of a Group Member (not
            being an Excluded Entity) securing Financial Indebtedness owing to
            another Group Member (not being an Excluded Entity);

      (h)   a Security Interest existing or created under or in respect of
            Non-Recourse Debt facilities where the party holding any such
            Security Interest has security over Project Property or Project
            Vehicles only but no right of recourse to an Obligor or any
            Obligor's other assets;

      (i)   a Security Interest created on any asset or group of associated
            assets acquired by a Group Member or developed by a Group Member
            after the date of this deed:

            (i)   for the sole purpose of financing or refinancing that
                  acquisition or development; and

            (ii)  securing principal moneys not exceeding one hundred per cent
                  (100%) of the cost of that acquisition or development;

      (j)   a Security Interest existing at the time of acquisition on any asset
            acquired by a Group Member after the date of this deed and not
            created in contemplation of the acquisition, provided that there is
            no increase in the amount of the principal moneys secured by that
            Security Interest;

      (k)   a Security Interest existing on property of a person immediately
            prior to its being consolidated with or merged into a Group Member
            or its becoming a Group Member (by becoming a Subsidiary of the
            Guarantor), provided that the Security Interest was not created in
            contemplation of the consolidation, merger or acquisition and there
            is no increase in the amount of the principal moneys secured by that
            Security Interest;

      (l)   any Security Interest existing at the date of this deed provided
            there is no increase in the amount of the principal moneys secured
            by that Security Interest;

      (m)   a Security Interest replacing, renewing, extending or refunding any
            Security Interest permitted by paragraph (i), (j), (k), (l) or (m),
            provided that:

            (i)   the principal moneys secured by such Security Interest
                  immediately prior to such replacement, renewal, extension or

                                                                              13
<PAGE>

                  refunding is not increased or the maturity thereof reduced;
                  and

            (ii)  the Security Interest is not extended to any other property;

      (n)   a Security Interest created with the prior written consent of each
            Majority Creditor (or in the case of a syndicated facility, an agent
            or trustee acting on the instructions of the relevant Majority
            Creditor);

      (o)   a Security Interest created by a Group Member over its interest in a
            joint venture to secure:

            (i)   its obligations under the joint venture to any other party to
                  the joint venture; or

            (ii)  its obligations, or the obligations of the joint venture, or
                  the obligations of any entity formed for the purpose of the
                  joint venture, under any agreement (including an agreement
                  relating to financial accommodation) entered into for the
                  purposes of the joint venture; or

      (p)   any Security Interest created pursuant to the general conditions of
            a bank operating in the Netherlands based on the general conditions
            drawn up by the Netherlands Bankers' Association (Nederlandse
            Vereniging van Banken) and the Consumers Union (Consumentenbond),

      provided the aggregate amount of Financial Indebtedness of the Group
      (excluding intra-Group transactions and Financial Indebtedness of the
      Excluded Entities) secured by all such Permitted Security Interests
      granted in favour of persons outside the Group may not exceed 10% of the
      total assets of the Group (excluding the Excluded Entities) at any time.

      PMP means a professional market party as defined in the Dutch Banking Act
      Exemption Regulation which includes (among others):

      (a)   duly supervised banks, insurance companies, securities institutions,
            investment institutions and pension funds in the European Union, the
            European Economic Area, Monaco, Puerto Rico, Saudi Arabia, Turkey,
            South Korea, the United States, Japan, Australia, Canada, Mexico,
            New Zealand or Switzerland;

      (b)   central governments, central banks and international and
            supranational organisations;

      (c)   enterprises with (on their most recent year end balance sheet date)
            consolidated total assets of at least euro 500,000,000;

      (d)   enterprises:

            (i)   with (on their most recent year end balance sheet date)
                  consolidated equity of at least euro 10,000,000; and

                                                                              14
<PAGE>

            (ii)  which have been active on the financial markets at least twice
                  a month (on average) during the last two years; and

      (e)   enterprises which have a rating (or which have issued securities
            having a rating) from Moody's, Standard & Poor's, Fitch or another
            rating agency accepted by the Dutch Central Bank (De Nederlandsche
            Bank N.V.).

      POTENTIAL EVENT OF DEFAULT means an event or condition the occurrence or
      existence of which would, with the lapse of time or the giving of notice
      or both, become an Event of Default.

      PREFERRED STOCK means any class of capital stock of a corporation that is
      preferred over any other class of capital stock of such corporation as to
      payment of dividends or the payment of any amount upon liquidation or
      dissolution of the corporation.

      PRINCIPAL DEED means the legally binding agreement so entitled to be made
      between the Guarantor, the James Hardie Group Member identified therein as
      the "Performing Subsidiary", the State of New South Wales and (if in
      existence at the time of first execution (and, if not, then by subsequent
      accession)) the Fund, giving effect to the arrangements contemplated by
      the media and stock exchange release issued by the Guarantor entitled
      "James Hardie signs Heads of Agreement" and dated 21 December 2004.

      PROJECT ACTIVITY means the acquisition, development, construction,
      extension, expansion or improvement of any asset.

      PROJECT DEBT means with respect to a project or development:

      (a)   Financial Indebtedness in relation to the acquisition and/or cost of
            Project Activities; or

      (b)   Financial Indebtedness incurred before or at the time of carrying
            out Project Activities solely for the purpose of financing or
            refinancing the acquisition and/or cost of the Project Activities;
            or

      (c)   any Financial Indebtedness incurred solely to refinance any
            Financial Indebtedness referred to above or incurred under any
            successive refinancing; or

      (d)   any liabilities under hedging transactions entered into in
            connection with any Financial Indebtedness referred to above or any
            Project Activity; or

      (e)   interest or amounts in the nature of interest, charges, fees, costs
            of any nature (including break costs or costs arising from changes
            in law), duties, expenses, currency indemnities, withholding taxes,
            indirect taxes and other similar indebtedness (however described)
            which, in any case, is or are incurred or payable in connection with
            any of the above; or

                                                                              15
<PAGE>

      (f)   any guarantee or indemnity securing payment or repayment of any of
            the above amounts (but not any other Financial Indebtedness),

      but does not include any Financial Indebtedness which is used to refinance
      any assets owned by an Obligor as at the date of this deed.

      PROJECT PROPERTY means a Group Member's assets used or predominantly used
      in, or generated by, any Project Activities for a project or development
      including:

      (a)   assets forming part of or connected with or derived from that
            project or development; and

      (b)   proceeds derived from other Project Property relating to that
            project or development.

      PROJECT VEHICLE means an entity, which is established for the purposes of,
      and confines its business operations solely to, owning or producing
      Project Property, carrying out Project Activities and incurring Project
      Debt.

      RELATED ENTITY has the meaning given in the Corporations Act.

      RELEASE REQUEST means a letter in the form of schedule 4 ("Form of Release
      Request").

      RELEVANT ENTITY means an Obligor or a Material Subsidiary.

      REPORTING DATE means each 31 March, 30 June, 30 September and 31 December
      in any year.

      SECURITY INTEREST means any mortgage, pledge, lien or charge or any
      security or preferential interest or arrangement of any kind or any other
      right of, or arrangement with, any creditor to have its claims satisfied
      in priority to other creditors with, or from the proceeds of, any asset.
      This definition:

      (a)   includes any retention of title agreements arising other than in the
            ordinary course of business; and

      (b)   excludes any right of set-off, right to combine accounts, or other
            similar right or arrangement arising in the ordinary course of
            business or by operation of law.

      SINGLE SUBMISSION JHIF FINANCIAL REPORT means a non-public financial or
      equivalent report prepared in respect of JHIF for the purpose of preparing
      consolidated financial statements of the Group, the form and content of
      which is at the discretion of the Obligors.

      SUBORDINATED DEBT means any Financial Indebtedness of any Group Member
      (other than an Excluded Entity) which is subordinated to the Facilities on
      terms which each Creditor (or under a syndicated facility, an agent or
      trustee acting on the instructions of the Majority Creditor) has confirmed
      are acceptable to it (such confirmation not to be unreasonably withheld or
      delayed).

                                                                              16
<PAGE>

      SUBSIDIARY in relation to a corporation means a subsidiary of the
      corporation for the purposes of the Corporations Act.

      TAX means any present or future tax (including Indirect Taxes), levy,
      impost, duty, charge, fee, deduction, compulsory loan or withholding or
      any income, stamp or transaction duty, tax or charge, in the nature of tax
      whatsoever called (except if imposed on, or calculated having regard to,
      the net income of a Creditor) and whether imposed, levied, collected,
      withheld or assessed by any Government Agency and includes, but is not
      limited to, any penalty, fine, charge, fee, interest or other amount
      payable in connection with failure to pay or delay in paying the same.

      TERMINATION DATE in respect to a Facility Agreement, means the termination
      date, maturity date, final repayment date, final redemption date or other
      final payment date (howsoever described) of a Facility as defined in the
      relevant Facility Agreement.

      TRANSACTION DOCUMENT means each of:

      (a)   this deed;

      (b)   each Facility Agreement;

      (c)   each Facility Nomination Letter;

      (d)   each New Borrower Deed Poll;

      (e)   each Deed of Release;

      (f)   each Interim Guarantee;

      (g)   the Guarantee and Subordination Documents;

      (h)   any other document agreed to be a Transaction Document by the
            Guarantor and a Creditor; and

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

      US$, USD or US DOLLARS means the lawful currency of the United States of
      America.

      WHOLLY OWNED SUBSIDIARY has the meaning given in section 9 of the
      Corporations Act.

1.2   REFERENCES TO CERTAIN GENERAL TERMS

      Unless the contrary intention appears, a reference in a Transaction
      Document to:

      (a)   a group of persons is a reference to any two or more of them jointly
            and to each of them individually;

                                                                              17
<PAGE>

      (b)   an agreement, representation or warranty in favour of two or more
            persons is for the benefit of them jointly and each of them
            individually;

      (c)   an agreement, representation or warranty by two or more persons
            binds them jointly and each of them individually, but an agreement,
            representation or warranty by a Creditor binds the Creditor
            individually only;

      (d)   anything (including an amount) is a reference to the whole and each
            part of it (but nothing in this clause 1.2(d) implies that
            performance of part of an obligation constitutes performance of the
            obligation);

      (e)   a document (including this deed) includes any variation, supplement
            to, novation or replacement of it;

      (f)   law includes (without limitation) common law, principles of equity,
            and laws made by any legislative body of any jurisdiction (and
            references to any statute, regulation or by-law include any
            modification or re-enactment of or any provision substituted for,
            and all statutory and subordinate instruments issued under such
            statute, regulation or by-law or such provision);

      (g)   an accounting term is a reference to that term as it is used in
            GAAP;

      (h)   the word "person" includes an individual, a firm, a body corporate,
            a partnership, a joint venture, an unincorporated association and
            any Government Agency;

      (i)   a particular person includes a reference to the person's executors,
            administrators, successors, substitutes (including persons taking by
            novation) and assigns;

      (j)   the words "including", "for example" or "such as" when introducing
            an example, do not limit the meaning of the words to which the
            example relates to that example or examples of a similar kind;

      (k)   other parts of speech and grammatical forms of a word or phrase
            defined in this deed have a corresponding meaning;

      (l)   an agreement includes an undertaking, deed, agreement or legally
            enforceable arrangement or understanding whether or not in writing;

      (m)   a reference to a document includes any agreement in writing, or any
            certificate, notice, instrument or other document of any kind;

      (n)   a reference to a body, other than a party to, or a beneficiary of, a
            Transaction Document (including an institute, association or
            authority) whether statutory or not:

            (i)   that ceases to exist; or

            (ii)  whose powers or functions are transferred to another body,

                                                                              18
<PAGE>

                  is a reference to the body that replaces it or any body that
                  substantially succeeds to its powers or functions;

      (o)   "continuing" or "subsisting", in relation to an Event of Default or
            Potential Event of Default, means an Event of Default or Potential
            Event of Default (as the case may be) that has not been waived in
            writing or remedied.

1.3   NUMBERS

      In a Transaction Document, the singular includes the plural and vice
      versa.

1.4   HEADINGS

      In a Transaction Document, headings (including those in brackets at the
      beginning of paragraphs) are for convenience only and do not affect the
      interpretation of the Transaction Document.

1.5   CONFLICT

      (a)   Subject to paragraph (b), even if any other Transaction Document is
            not expressly made subject to this deed and despite the time and
            date of its execution, where a conflict arises between the
            provisions of this deed and any other Transaction Document, the
            provisions of this deed shall prevail unless the relevant provision
            in the other Transaction Document includes words substantially to
            the effect of "Despite the terms of the Common Terms Deed Poll".

      (b)   Where a conflict arises between the provisions of this deed on the
            one hand and the Interim Guarantee or the Guarantee and
            Subordination Documents on the other hand,, the provisions of the
            Interim Guarantee or the Guarantee and Subordination Documents (as
            the case may be) shall prevail to the extent of the inconsistency.

1.6   SHAREHOLDER RATIFICATION

      Each Obligor which is a shareholder of another company (a "RELEVANT
      COMPANY") which is, or is to become, an Obligor, ratifies and approves in
      its capacity as a shareholder of that Relevant Company, the execution and
      performance by each such Relevant Company of each Transaction Document to
      which it is a party.

                                                                              19
<PAGE>

Part 1 Creditors and Facilities

2     CREDITORS AND FACILITIES

2.1   CREDITORS AND FACILITIES

      This deed is for the benefit of, and is enforceable by, each Creditor from
      time to time even though it is not a party to, or is not in existence at
      the time of execution and delivery of this deed, in relation to the
      Facility under which that Creditor is entitled and each Transaction
      Document under which that Creditor has benefits or obligations.

      The benefit and obligations of this deed may be extended to any other
      person (and such person shall become a Creditor) in relation to any other
      document (and such document shall become a Facility Agreement), by the
      Obligors' Agent signing and delivering to that Creditor (or, in the case
      of a syndicated facility, the facility agent) a Facility Nomination Letter
      and the Creditor countersigning such Facility Nomination Letter.

      Each Obligor irrevocably authorises the Obligors' Agent to sign and
      deliver any Facility Nomination Letter and acknowledges and confirms that
      the provisions of this deed which are for the benefit of the Creditors
      will extend to the Facility Agreement so nominated in that Facility
      Nomination Letter.

2.2   REMOVAL OF BENEFIT FOR PARTICULAR CREDITOR

      This deed ceases to be for the benefit of, and enforceable by, a Creditor
      if at any time:

      (a)   all Outstanding Moneys owing to that Creditor have been fully and
            finally paid;

      (b)   that Creditor is not committed to providing further financial
            accommodation to a Borrower pursuant to any Facility; and

      (c)   this is confirmed in writing by the Creditor. If requested by an
            Obligor, a Creditor will promptly confirm in writing that this deed
            has ceased to be for the benefit of, and enforceable by, that
            Creditor.

                                                                              20
<PAGE>

Part 2 Standard terms - all Facilities

3     CONDITIONS PRECEDENT

3.1   CONDITIONS TO FIRST DRAWDOWN

      A Creditor's obligation to make available the first drawdown under a
      Facility Agreement is subject to the following conditions precedent:

      (a)   the Creditor (or, in the case of a syndicated facility, the facility
            agent) has received each of the following items in form and
            substance satisfactory to the Creditor or the facility agent (as the
            case may be):

            (i)   (VERIFICATION CERTIFICATE) a certificate in relation to each
                  Obligor given by a director of the relevant Obligor
                  substantially in the form of schedule 1 ("Verification
                  Certificate") with the attachments referred to therein;

            (ii)  (LEGAL OPINIONS) closing legal opinions in respect of this
                  deed, the Facility Agreement and the Interim Guarantee from:

                  (A)   De Brauw Blackstone Westbroek, Netherlands legal
                        advisers to the Obligors;

                  (B)   Mallesons Stephen Jaques, Australian legal advisers to
                        the Obligors; and

                  (C)   if a relevant Borrower is incorporated in a jurisdiction
                        other than The Netherlands or Australia, legal advisers
                        to the Obligors of recognised standing and acceptable to
                        the Creditor;

            (iii) (EXECUTED DOCUMENTS) to the extent not previously provided to
                  the Creditor under this deed, an original counterpart or
                  certified copy of this deed, and original counterparts of the
                  relevant Interim Guarantee and the Facility Agreement,
                  executed by all relevant Obligors; and

            (iv)  (FEES) evidence of instructions issued by the Obligors' Agent
                  to pay all fees and expenses which are due under the Facility
                  on or before the first drawdown; and

      (b)   (REPRESENTATIONS TRUE) the representations and warranties by each
            Obligor in clause 8.1 of this deed are true as at the date of the
            first drawdown notice and on the date of the first drawdown; and

      (c)   (NO DEFAULT) no Event of Default or Potential Event of Default
            subsists at the date of the first drawdown notice or on the date of
            the first drawdown or will result from the provision of the
            requested financial accommodation.

                                                                              21
<PAGE>

3.2   CONDITIONS TO SUBSEQUENT DRAWDOWNS

      The Creditor need not provide any financial accommodation subsequent to
      the first drawdown under a Facility Agreement unless:

      (a)   (REPRESENTATIONS TRUE) the representations and warranties by each
            Obligor in clause 8.1 of this deed (other than clause 8.1(d)(ii))
            are true as at the date of the drawdown notice and on the drawdown
            date, as though they had been made at that date in respect of the
            facts and circumstances then subsisting; and

      (b)   (NO DEFAULT) no Event of Default or Potential Event of Default
            subsists at the date of the drawdown notice or on the drawdown date
            or will result from the provision of the requested financial
            accommodation.

4     PAYMENTS

4.1   MANNER OF PAYMENT

      Each Obligor agrees to make payments (including by way of reimbursement)
      under each Transaction Document:

      (a)   on the due date (or, if that is not a Business Day, on the next
            Business Day unless that day falls in the following month or after
            the Termination Date for the relevant Facility, in which case, on
            the previous Business Day); and

      (b)   at the time which is customary at the time for settlement of
            transactions in the relevant currency in the place for payment (if
            any) specified in the relevant Facility Agreement; and

      (c)   in the Due Currency in immediately available funds; and

      (d)   in full without set-off or counterclaim, and without any deduction
            in respect of Taxes unless prohibited by law; and

      (e)   to the applicable Creditor (or, in the case of a Creditor under a
            syndicated facility, the facility agent on its behalf) by making
            payment to the account nominated by the Creditor or by payment as
            the Creditor otherwise directs.

      If a Creditor directs an Obligor to pay a particular party or in a
      particular manner, the Obligor is taken to have satisfied its obligation
      to the Creditor by paying in accordance with the direction.

      An Obligor satisfies a payment obligation only when the Creditor (or, in
      the case of a Creditor under a syndicated facility, the facility agent on
      its behalf) or the person to whom it has directed payment actually
      receives the amount.

                                                                              22
<PAGE>

4.2   CURRENCY OF PAYMENT

      Each Obligor waives any right it has in any jurisdiction to pay an amount
      other than in Due Currency. However, if a Creditor receives an amount in a
      currency other than the Due Currency:

      (a)   it may convert the amount received into the Due Currency (even
            though it may be necessary to convert through a third currency to do
            so) on the day and at such rates (including spot rate, same day
            value rate or value tomorrow rate) as it reasonably considers
            appropriate. It may deduct its usual Costs in connection with the
            conversion; and

      (b)   the Obligor satisfies its obligation to pay in the Due Currency only
            to the extent of the amount of the Due Currency obtained from the
            conversion after deducting the Costs of the conversion. Any surplus
            amount will be paid promptly by that Creditor to the Borrower.

5     WITHHOLDING TAX

5.1   PAYMENTS BY OBLIGOR

      If a law requires an Obligor to deduct or withhold an amount in respect of
      Taxes (other than Indirect Taxes) in respect of a payment under any
      Transaction Document such that a Creditor ("INDEMNIFIED PARTY") would not
      actually receive on the due date the full amount provided for under the
      Transaction Document, then:

      (a)   the Obligor agrees to deduct the amount for such Taxes and any
            further deduction applicable to any further payment due under
            paragraph (c) below; and

      (b)   the Obligor agrees to pay an amount equal to the amount deducted or
            withheld to the relevant authority in accordance with applicable
            law; and

      (c)   unless the Tax is an Excluded Tax, the amount payable is increased
            so that, after making the deduction or withholding and further
            deductions or withholdings applicable to additional amounts payable
            under this clause 5.1(c), the Indemnified Party is entitled to
            receive (at the time the payment is due) the amount it would have
            received if no deductions or withholdings had been required.

5.2   PAYMENTS BY A FACILITY AGENT TO CREDITORS

      If a law requires a facility agent under a syndicated facility to deduct
      or withhold an amount in respect of Taxes (other than Indirect Taxes) in
      respect of a payment by the facility agent to a Creditor under a
      syndicated facility such that the Creditor would not actually receive on
      the due date the full amount provided for under the syndicated facility,
      then:

      (a)   the facility agent must deduct or withhold the amount for such Taxes
            and any further deduction or withholding applicable to any further
            payment due under paragraph (c) below; and

                                                                              23
<PAGE>

      (b)   the facility agent must pay an amount equal to the amount deducted
            or withheld to the relevant authority in accordance with applicable
            law and promptly give the original receipts to the Borrower; and

      (c)   unless the Tax is an Excluded Tax, the amount payable is increased
            so that, after making the deduction or withholding and further
            deductions or withholdings applicable to additional amounts payable
            under this clause 5.2(c), the Creditor is entitled to receive (at
            the time the payment is due) the amount it would have received if no
            deductions or withholdings had been required; and

      (d)   unless the Tax is an Excluded Tax, the Borrower must pay to the
            facility agent an amount equal to any deduction or withholding which
            the facility agent is required to make under this clause 5.2.

5.3   TAX CREDIT

      If and to the extent that any Creditor is able in its opinion to apply for
      or otherwise take advantage of any offsetting tax credit, tax rebate or
      other similar tax benefit out of or in conjunction with any deduction or
      withholding which gives rise to an obligation on any Obligor to pay any
      additional amount pursuant to clause 5.1 or 5.2(d), that Creditor shall:

      (a)   give notice thereof to the Obligors' Agent and take steps to obtain
            that credit, rebate or benefit; and

      (b)   to the extent that in its opinion it can do so without prejudice to
            the retention of the credit, rebate or benefit, and upon receipt
            thereof, reimburse to the Obligor such amount of the credit, rebate
            or benefit as that Creditor shall, in its opinion (acting
            reasonably), have determined to be attributable to the deduction or
            withholding. In complying with this clause, no Creditor need
            disclose to any Obligor information about their tax affairs or order
            them in a particular way.

5.4   EARLY REPAYMENT OR REDEMPTION

      Without limiting the other provisions of this clause 5, if a Borrower is
      required to pay any amount to a Creditor or facility agent under a
      syndicated facility under this clause 5, the Borrower may elect to repay
      or redeem early all of that Creditor's outstandings under the applicable
      Facility which is affected by the event or events referred to in clause
      5.1 or 5.2.

6     INCREASED COSTS

6.1   COMPENSATION

      The relevant Borrower agrees to compensate a Creditor on 30 days written
      notice if the Creditor determines that:

      (a)   a Directive, or change in Directive, in either case applying for the
            first time after the date of the relevant Facility Agreement; or

                                                                              24
<PAGE>

      (b)   a change in a Directive's interpretation or administration by an
            authority after the date of the relevant Facility Agreement; or

      (c)   compliance by the Creditor or any of its Related Entities with any
            such Directive, changed Directive or changed interpretation or
            administration,

      directly or indirectly:

            (i)   increases the effective cost to that Creditor of making,
                  funding or maintaining the relevant Facility or its proportion
                  of the Facility; or

            (ii)  reduces any amount paid or payable to, or received or
                  receivable by, that Creditor or the effective return to that
                  Creditor in connection with the relevant Facility.

      In this clause 6.1, a reference to a Directive does not include a
      Directive imposing or changing the basis of a Tax on the overall net
      income of the Creditor.

      Compensation need not be in the form of a lump sum and may be demanded as
      a series of payments.

      A notice under this clause may not claim compensation for an increase or
      reduction suffered more than 180 days before the date of the notice,
      except to the extent that the event or circumstance giving rise to the
      increased cost or reduction is that a Directive is applied retrospectively
      and the notice was given by the Creditor no later than 120 days after it
      became aware of that event or circumstance and was able to quantify the
      amount for which it is entitled to be compensated under this clause 6.1.

      Any demand under this clause 6.1 is to be made to the Obligors' Agent by
      the Creditor (except in the case of a Creditor under a syndicated
      facility, in which case demand must be made by the facility agent).

6.2   SUBSTANTIATING COSTS

      If a Creditor (or a facility agent on its behalf) makes a demand under
      clause 6.1 ("Compensation"), it must provide the Borrower with reasonably
      detailed calculations showing how the amount demanded has been
      ascertained. However, nothing in this clause 6.2 obliges the Creditor to
      provide details of its business or tax affairs which it considers in good
      faith to be confidential.

6.3   PROCEDURE FOR CLAIM

      (a)   In the absence of manifest error, and subject to clause 6.2
            ("Substantiating costs"), a certificate by a Creditor is sufficient
            evidence of the amount of the compensation payable by the Borrower
            to the Creditor under clause 6.1 ("Compensation").

      (b)   In determining the amount of the compensation payable under clause
            6.1 ("Compensation"), the Creditor may use averaging and

                                                                              25
<PAGE>

            attribution methods commonly used by the Creditor or any other
            method it reasonably considers appropriate to determine the amount.

6.4   POSSIBLE MINIMISATION

      (a)   The Creditor agrees:

            (i)   to use reasonable endeavours to mitigate the effects of those
                  events or circumstances giving rise to the increased cost or
                  reduction in any payment or return for which the Creditor (or
                  a facility agent on its behalf) claims compensation under
                  clause 6.1 ("Compensation"); and

            (ii)  at the request of the Obligors' Agent, to consider the
                  transfer or assignment of its rights and obligations under
                  this deed and the other relevant Transaction Documents to
                  which it is a party to another bank or financial institution
                  at par.

      (b)   Subject to clause 6.4(a)(i), the Borrower agrees to compensate the
            Creditor whether or not the increase or the reduction could have
            been avoided.

7     ILLEGALITY

7.1   CREDITOR'S RIGHT TO SUSPEND OR CANCEL

      This clause 7 applies if a Creditor determines in good faith that:

      (a)   a change in a Directive; or

      (b)   a change in the interpretation or administration of a Directive by
            an authority; or

      (c)   a Directive,

      makes it (or will make it) illegal in practice for the Creditor to fund,
      provide, or continue to fund or provide, financial accommodation under any
      Transaction Document. In these circumstances, the Creditor by giving a
      notice to the Obligors' Agent, may suspend or cancel some or all of the
      Creditor's obligations under the relevant Transaction Document as
      indicated in the notice.

7.2   EXTENT AND DURATION

      The suspension or cancellation:

      (a)   must apply only to the extent necessary to avoid the illegality; and

      (b)   in the case of suspension, may continue only for so long as the
            illegality continues.

                                                                              26
<PAGE>

7.3   NOTICE REQUIRING EARLY REPAYMENT OR REDEMPTION

      If the illegality relates to an amount outstanding to a Creditor, the
      Creditor (or, in the case of a syndicated facility, the facility agent),
      by giving a notice to the Obligors' Agent, may require early repayment or
      redemption of all or part of the affected outstandings and interest
      accrued on that part. The Borrower agrees to repay or redeem the amount
      specified no later than the date the illegality arises.

7.4   CREDITOR TO SEEK ALTERNATIVE FUNDING METHOD

      The affected Creditor (at no cost to an Obligor) during the period of 90
      days after the notice pursuant to clause 7.1 agrees to use reasonable
      endeavours to make that part of the facility affected by the illegality
      available by alternative means (including changing its lending office to
      another then existing lending office or making the financial accommodation
      available through a Related Entity of the Creditor).

8     REPRESENTATIONS AND WARRANTIES

8.1   REPRESENTATIONS AND WARRANTIES

      Each Obligor (but in the case of a Borrower only from the date that it
      becomes a Borrower) represents and warrants (except in relation to matters
      disclosed to the Creditors and accepted in writing by the Creditors) that:

      (a)   (STATUS) it is a corporation duly incorporated and validly existing
            under the laws of its place of incorporation;

      (b)   (CORPORATE AUTHORISATION, DOCUMENTS BINDING) each Transaction
            Document to which it is a party has been duly authorized by all
            necessary corporate action on the part of the Obligor and
            constitutes a legal, valid and binding obligation of the Obligor
            enforceable against the Obligor in accordance with its terms, except
            as such enforceability may be limited by:

            (i)   applicable bankruptcy, insolvency, reorganization, moratorium
                  or other similar laws affecting the enforcement of creditors'
                  rights generally; and

            (ii)  general principles of law (regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law);

      (c)   (COMPLIANCE WITH LAWS) the execution, delivery and performance of
            the Transaction Documents to which it is a party will not:

            (i)   contravene its constitution;

            (ii)  result in the creation of any Security Interest (other than
                  any Permitted Security Interest) in respect of any property of
                  the Obligor or any of its Subsidiaries (excluding the Excluded
                  Entities);

                                                                              27

<PAGE>

            (iii) contravene in any material respect any law to which the
                  Obligor or any of its Subsidiaries (excluding the Excluded
                  Entities) is subject or by which the Obligor or any of its
                  Subsidiaries (excluding the Excluded Entities) or any of their
                  respective properties may be bound;

            (iv)  conflict with or result in a breach in any material respect of
                  any of the terms, conditions or provisions of any order,
                  judgment, decree, or ruling of any court, arbitrator or
                  Government Agency applicable to the Obligor or any of its
                  Subsidiaries (excluding the Excluded Entities);

            (v)   result in the acceleration or cancellation of any agreement or
                  obligation in respect of Financial Indebtedness of any Group
                  Member (excluding the Excluded Entities);

      (d)   (DISCLOSURE)

            (i)   all information given to the Creditors by it or with its
                  authority was, when given, true and correct in all material
                  respects;

            (ii)  the most recent Form 20-F filed by the Guarantor with the
                  United States Securities and Exchange Commission was prepared
                  and filed in accordance with the applicable requirements of US
                  securities laws;

      (e)   (GROUP FINANCIAL STATEMENTS)

            (i)   the most recent financial statements of the Group (including
                  in each case the related schedules and notes) fairly present
                  in all material respects the consolidated financial position
                  of the Group as at the end of the financial period to which
                  they relate and have been prepared in accordance with GAAP
                  consistently applied throughout the periods involved, except
                  as set forth in the notes thereto (subject, in the case of an
                  interim financial statements, to normal year-end adjustments);

            (ii)  since the date of delivery of those statements, there has been
                  no change in the financial condition, operations, business or
                  prospects of the Group (excluding the Excluded Entities),
                  except changes that individually or in the aggregate do not or
                  are not likely to have a Material Adverse Effect;

      (f)   (JHIF FINANCIAL STATEMENTS)

            (i)   the most recent financial statements of JHIF provided in
                  accordance with clause 9.6(c)(iii) (including in each case the
                  related schedules and notes) fairly present in all material
                  respects the consolidated financial position of JHIF as at the
                  end of the financial period to which they relate and have been
                  prepared in accordance with generally accepted accounting

                                                                              28

<PAGE>

                  principles as in effect from time to time in the Netherlands
                  consistently applied throughout the periods involved, except
                  as set forth in the notes thereto (subject, in the case of an
                  interim financial statements, to normal year-end adjustments);

            (ii)  since the date of delivery of those statements, there has been
                  no change in the financial condition, operations, business or
                  prospects of JHIF, except changes that individually or in the
                  aggregate do not or are not likely to have a Material Adverse
                  Effect;

      (g)   (AUTHORISATIONS) all Authorisations necessary in connection with the
            execution, delivery or performance by the Obligor of the Transaction
            Documents to which it is a party have been obtained and are in full
            force and effect;

      (h)   (LITIGATION) except as disclosed in the most recent financial
            statements of the Group, in an announcement by the Guarantor through
            the Australian Stock Exchange or under clause 9.6(f) of this deed,
            no litigation, arbitration, administrative proceeding or other
            procedure for the resolution of disputes is currently taking place
            or pending against any Group Member (excluding the Excluded
            Entities) or any Group Member's assets (excluding the Excluded
            Entities' assets) which has or is likely to have a Material Adverse
            Effect;

      (i)   (SECURITY INTERESTS) no Security Interest exists over any Group
            Member's assets (excluding the Excluded Entities' assets) which is
            not permitted by clause 9.3;

      (j)   (ENVIRONMENTAL MATTERS) each Group Member (excluding the Excluded
            Entities) has complied with all applicable Environmental Laws and
            the terms and conditions of any Authorisation issued pursuant to an
            Environmental Law, except where a failure to comply does not or is
            not likely to have a Material Adverse Effect;

      (k)   (NO IMMUNITY) neither it nor any of its assets has any immunity from
            jurisdiction, suit, execution, attachment or other legal process in
            any jurisdiction in which its assets are located or it carries on
            business;

      (l)   (NOT A TRUSTEE) it does not enter into any Transaction Document as
            trustee;

      (m)   (RANKING) its obligations under the Transaction Documents rank at
            least pari passu with all of its other unsecured and unsubordinated
            obligations, other than those mandatorily preferred by law;

      (n)   (DEFAULT UNDER LAW) no member of the Group (excluding the Excluded
            Entities) is in breach of any law, Authorisation, agreement or
            obligation binding upon it or its assets which has or is likely to
            have a Material Adverse Effect; and

                                                                              29

<PAGE>

      (o)   (HOLDING COMPANY) in the case of the Guarantor only, at the date of
            this deed, the Guarantor has no material liabilities other than:

            (i)   creditors, provisions and indemnities incidental to its
                  activities as a holding company without a material operating
                  business, and

            (ii)  liabilities under this deed, the Interim Guarantees and (when
                  executed) the Guarantee and Subordination Documents;

            (iii) liabilities to the Fund and the State of New South Wales under
                  the Principal Deed (and Related Agreements, as defined in the
                  Principal Deed), including the Fund Guarantee, when executed;

            (iv)  liabilities in relation to taxation; and

            (v)   liabilities to shareholders in their capacity as such not
                  prohibited under the Principal Deed.

8.2   WHEN REPRESENTATIONS AND WARRANTIES MADE

      Each representation and warranty is made in favour of a Creditor on the
      date of execution of its Facility Agreement and is not repeated unless
      specified in that Facility Agreement or in clause 3.2(a).

8.3   RELIANCE ON REPRESENTATIONS AND WARRANTIES

      Each Obligor acknowledges that the Creditors have entered into the
      Transaction Documents in reliance on the representations and warranties in
      this clause.

9     UNDERTAKINGS

9.1   APPLICATION

      All undertakings set out in this clause 9 apply to a Facility Agreement
      unless the Majority Creditor (or under a syndicated facility, an agent or
      trustee acting on the instructions of the Majority Creditor) under that
      Facility Agreement consents in writing.

9.2   GENERAL UNDERTAKINGS

      Each Obligor undertakes to each Creditor as follows:

      (a)   (NATURE OF BUSINESS) it will not (and will not permit any of its
            Subsidiaries (excluding the Excluded Entities) to) engage in any
            business if, as a result, the general nature of the business, taken
            on a consolidated basis, which would then be engaged in by the Group
            would be substantially changed from the general nature of the
            business engaged in by the Group on the date of the relevant
            Facility Agreement;

                                                                              30

<PAGE>

      (b)   (COMPLIANCE WITH LAWS) it will comply (and will procure that its
            Subsidiaries (excluding the Excluded Entities) comply) with all
            applicable laws (including, without limitation, all Environmental
            Laws and the terms and conditions of any Authorisation required
            under an Environmental Law) in all material respects where
            non-compliance has or is likely to have a Material Adverse Effect;

      (c)   (RANKING) it will ensure that its obligations to the Creditor under
            the Transaction Documents rank and will continue to rank at least
            pari passu with all of its other unsecured and unsubordinated
            obligations, other than those mandatorily preferred by law;

      (d)   (FINANCIAL INDEBTEDNESS OF GROUP MEMBERS) in the case of the
            Guarantor only, and without limiting clauses 9.4(d) or (e), it will
            ensure that each Group Member (excluding the Excluded Entities) that
            is not an Obligor does not incur any Financial Indebtedness owing to
            any person outside the Group that is not Permitted External
            Financial Indebtedness;

      (e)   (HOLDING COMPANY STATUS) in the case of the Guarantor only, it will
            have no material liabilities other than those described in clause
            8.1(o); and

      (f)   (PRINCIPAL DEED) in the case of the Guarantor only, it will not
            (without the prior written consent of each relevant Creditor (or
            under a syndicated facility, an agent or trustee acting on the
            instructions of the Majority Creditor), such consent not to be
            unreasonably withheld or delayed) vary, or agree to vary, in any
            material adverse respect the Principal Deed after the same has been
            executed in a form which has been approved by each relevant
            Creditor.

9.3   NEGATIVE PLEDGE

      Each Obligor undertakes to each Creditor that it will not, and will not
      permit any of its Subsidiaries (excluding the Excluded Entities) to,
      create or allow to exist a Security Interest over any of its assets, other
      than a Permitted Security Interest.

9.4   FINANCIAL UNDERTAKINGS

      (a)   (CONSOLIDATED NET WORTH) The Guarantor must ensure that Consolidated
            Net Worth is not less than US$320 million on each Reporting Date
            and, where applicable, on each ASX CNW Announcement Date.

      (b)   (EBIT) The Guarantor will ensure that EBIT will not be less than 2.5
            times Net Interest Charges for the 12 month period ending on each
            Reporting Date.

      (c)   (COMPENSATION FUNDING) The Guarantor will ensure that, except for
            the initial funding payments made under the Principal Deed following
            the Principal Deed coming into effect, no more than 35% of its Free
            Cash Flow in any given Financial Year (commencing with the

                                                                              31

<PAGE>

            Financial Year ended 31 March 2006) is contributed to the Fund on
            the payment dates under the Principal Deed in the next following
            Financial Year.

      (d)   (FUNDED DEBT) The Guarantor will ensure that the ratio of
            Consolidated Funded Debt to Consolidated Funded Capitalisation does
            not exceed 65% at any time.

      (e)   (PERMITTED EXTERNAL FINANCIAL INDEBTEDNESS) The Guarantor will
            ensure that the ratio of Consolidated Permitted External Financial
            Indebtedness to Consolidated Funded Capitalisation does not exceed
            15% at any time.

9.5   GAAP

      The financial undertakings in clause 9.4 have been drafted such that
      compliance with them is based on GAAP prevailing at the date of this deed
      ("ORIGINAL GAAP"). If:

      (a)   the Borrower's or Guarantor's accountants or auditors advise at any
            time that any change to GAAP occurring after the date of this deed
            materially and adversely alters the effect of any such provision (or
            any related definition) and the Obligors' Agent so notifies the
            Creditor; or

      (b)   the Creditor gives written notice to the Obligors' Agent referring
            specifically to this clause 9.5 and giving details of a change to
            GAAP occurring after the date of this deed which in the Creditor's
            opinion (acting reasonably) materially and adversely alters the
            effect of any such provision (or any related definition),

      then:

      (c)   the Creditor and the Guarantor must negotiate in good faith to amend
            such provision so that they have an effect comparable to that at the
            date of this deed; and

      (d)   until such time as the amendments referred to in clause 9.5(c) are
            agreed, compliance with the relevant provision (and related
            definitions) will be determined by reference to Original GAAP.

9.6   REPORTING UNDERTAKINGS

      The Guarantor shall deliver to each Creditor (or, in the case of a
      syndicated facility, the facility agent) the following:

      (a)   (QUARTERLY GROUP STATEMENTS) within 60 days after the end of each
            quarterly fiscal period in each fiscal year of the Guarantor (other
            than the last quarterly fiscal period of each such fiscal year) a
            copy of:

            (i)   a consolidated balance sheet of the Group as at the end of
                  such quarter; and

                                                                              32

<PAGE>

            (ii)  consolidated statements of income, changes in shareholders'
                  equity and cash flows of the Group, for such quarter and (in
                  the case of the second and third quarters) for the portion of
                  the fiscal year ending with such quarter,

            setting forth in each case in comparative form the figures for the
            corresponding periods in the previous fiscal year, all in reasonable
            detail, prepared in accordance with GAAP applicable to quarterly
            financial statements generally, and certified by the chief financial
            officer, treasurer or principal accounting officer of the Group as
            fairly presenting, in all material respects, the financial position
            of the companies being reported on and their results of operations
            and cash flows, subject to changes resulting from year-end
            adjustments, provided that delivery within the time period specified
            above of copies of the Guarantor's Quarterly Report on Form 10-Q
            prepared in compliance with the requirements applicable thereto and
            filed with the United States Securities and Exchange Commission
            shall be deemed to satisfy the requirements of this clause 9.6(a);

      (b)   (ANNUAL GROUP STATEMENTS) within 105 days after the end of the
            fiscal year of the Guarantor a copy of:

            (i)   a consolidated balance sheet of the Group, as at the end of
                  such year; and

            (ii)  consolidated statements of income, changes in shareholders'
                  equity and cash flows of the Group, for such year,

            setting forth in each case in comparative form the figures for the
            previous fiscal year, all in reasonable detail, prepared in
            accordance with GAAP, and accompanied by an opinion thereon of
            independent certified public accountants of recognised national
            standing, which opinion shall state that such financial statements
            present fairly, in all material respects, the financial position of
            the companies being reported upon and their results of operations
            and cash flows and have been prepared in conformity with GAAP, and
            that the examination of such accountants in connection with such
            financial statements has been made in accordance with generally
            accepted auditing standards, and that such audit provides a
            reasonable basis for such opinion in the circumstances, provided
            that the delivery within the time period specified above of the
            Guarantor's Annual Report on Form 10-K for such fiscal year
            (together with the Guarantor's annual report to shareholders, if
            any, prepared pursuant to Rule 14a-3 under the Exchange Act)
            prepared in accordance with the requirements applicable thereto and
            filed with the United States Securities and Exchange Commission
            shall be deemed to satisfy the requirements of this clause 9.6(b);

      (c)   (JHIF STATEMENTS AND REPORTS)

            (i)   at the same time at which each financial statement or report
                  is delivered pursuant to clause 9.6(a) ("CONSOLIDATED
                  QUARTERLY STATEMENT") and for as long as a Single

                                                                              33

<PAGE>

                  Submission JHIF Financial Report is prepared as a matter of
                  general internal accounting practice of the Obligors, a copy
                  of the Single Submission JHIF Financial Report for the year to
                  date as at the end of the quarterly fiscal period to which the
                  Consolidated Quarterly Statement relates

            (ii)  at the same time at which each financial statement or report
                  is delivered pursuant to clause 9.6(b) ("CONSOLIDATED ANNUAL
                  Statement") and for as long as a Single Submission JHIF
                  Financial Report is prepared as a matter of general internal
                  accounting practice of the Obligors, a copy of the Single
                  Submission JHIF Financial Report for the fiscal year to which
                  the Consolidated Annual Statement relates;

            (iii) within 180 days after the end of the fiscal year of JHIF a
                  copy of:

                  (A)   the balance sheet of JHIF, as at the end of such year;
                        and

                  (B)   a statement of income, changes in shareholders' equity
                        and cash flows of JHIF, for such year,

                  setting forth in each case in comparative form the figures for
                  the previous fiscal year, all in reasonable detail, prepared
                  in accordance with generally accepted accounting principles as
                  in effect from time to time in the Netherlands, and
                  accompanied by an opinion thereon of independent certified
                  public accountants of recognised national standing in the
                  Netherlands, which opinion shall state that such financial
                  statements present fairly, in all material respects, the
                  financial position of JHIF and its results of operations and
                  cash flows and have been prepared in conformity with generally
                  accepted accounting principles as in effect from time to time
                  in the Netherlands, and that the examination of such
                  accountants in connection with such financial statements has
                  been made in accordance with generally accepted auditing
                  standards in the Netherlands, and that such audit provides a
                  reasonable basis for such opinion in the circumstances;

      (d)   (SEC AND OTHER REPORTS) promptly upon their becoming available, one
            copy of:

            (i)   to the extent not already provided under clauses 9.6(a), (b)
                  or (c), each financial statement, report, notice or proxy
                  statement sent by a Group Member (other than an Excluded
                  Entity) to public securities holders generally; and

            (ii)  each regular or periodic report, each registration statement
                  (without exhibits, except as expressly requested by the
                  Creditor or facility agent as the case may be), and each
                  prospectus and all amendments thereto filed by a Group Member
                  (other than an Excluded Entity) with the United

                                                                              34

<PAGE>

                  States Securities and Exchange Commission and all
                  announcements made by the Guarantor through the Australian
                  Stock Exchange and press releases and other statements made
                  available generally by any Group Member (other than an
                  Excluded Entity) to the public concerning developments that
                  are material;

      (e)   (NOTICE OF EVENT OF DEFAULT OR POTENTIAL EVENT OF DEFAULT) promptly
            upon becoming aware of it, written notice to each Creditor (or, in
            the case of a syndicated facility, the facility agent) of:

            (i)   the existence of any Event of Default or Potential Event of
                  Default; and

            (ii)  the occurrence of any event which has or is likely to have a
                  Material Adverse Effect;

      (f)   (LITIGATION) to the extent not disclosed in a document provided
            under clauses 9.6(a), (b), (c), (d) or (e), notice in writing and in
            reasonable detail of any litigation, arbitration, administrative
            proceeding or other procedure for the resolution of disputes
            commenced, taking place, pending or to its knowledge, threatened
            against any Group Member (other than an Excluded Entity) or any
            Group Member's assets (other than an Excluded Entity's assets) which
            has or is likely to have a Material Adverse Effect;

      (g)   (REQUESTED INFORMATION) such other information relating to the
            business, operations and condition (financial or otherwise) of the
            Group (excluding the Excluded Entities) as from time to time may be
            reasonably requested by a Creditor (but excluding any information
            which the Guarantor is bound by an obligation of confidentiality not
            to disclose).

9.7   OFFICER'S CERTIFICATE

      Each set of consolidated financial statements delivered pursuant to clause
      9.6(a) or 9.6(b) shall be accompanied by:

      (a)   a supplementary set of financial statements for the Group (excluding
            the Excluded Entities), showing adjustments made to the consolidated
            financial statements to eliminate the impact of the Excluded
            Entities; and

      (b)   a certificate of the chief financial officer, treasurer or principal
            accounting officer of the Group setting forth the information
            (including reasonably detailed calculations) required in order to
            establish whether the Guarantor was in compliance with the relevant
            requirements of clause 9.4.

                                                                              35

<PAGE>

10    EVENTS OF DEFAULT

10.1  EVENTS OF DEFAULT

      Each of the following is an Event of Default:

      (a)   (NON-PAYMENT OF PRINCIPAL) the Borrower fails to pay an amount of
            principal payable by it under a Facility Agreement when due and does
            not remedy that failure within 2 Business Days after that amount
            becomes due and payable;

      (b)   (NON-PAYMENT OF OTHER AMOUNTS) the Borrower fails to pay any amount,
            other than an amount described in paragraph (a), payable by it under
            a Facility Agreement and does not remedy that failure within 3
            Business Days after that amount becomes due and payable;

      (c)   (FINANCIAL UNDERTAKINGS)

            (i)   there is at any time a breach of any financial undertaking in
                  clause 9.4 and, in the case of a breach of clause 9.4(d) or
                  (e), the breach is not cured within 10 Business Days of the
                  Guarantor receiving written notice from a Creditor (or, in the
                  case of a syndicated facility, the facility agent) requiring
                  such remedy; or

            (ii)  the Guarantor fails to deliver a certificate as required by
                  clause 9.7(b) within 7 days of receipt of written notice from
                  a Creditor of failure to provide such certificate;

      (d)   (OTHER DEFAULT)

            (i)   any Obligor defaults in the performance of or compliance with
                  any material obligation contained in a Transaction Document
                  (other than those referred to in clause 10.1(a), (b) or (c));
                  and

            (ii)  the default is not waived or, if capable of remedy, the
                  default is not remedied within 21 days of the Obligor
                  receiving written notice from a Creditor (or, in the case of a
                  syndicated facility, the facility agent) referring
                  specifically to this clause 10.1(d) and requiring such remedy;

      (e)   (PRINCIPAL DEED) the Group Member primarily liable to make funding
            payments to the Fund under the Principal Deed defaults in the
            performance of, or compliance with, its obligation to make any such
            payment when due or within any applicable grace period and such
            default is not cured by that Group Member or the Guarantor within 3
            Business Days;

      (f)   (MISREPRESENTATION)

            (i)   any representation or warranty made or deemed to be made by an
                  Obligor in a Transaction Document proves to have

                                                                              36

<PAGE>

                  been inaccurate in any material respect when made or deemed to
                  be repeated; and

            (ii)  the misrepresentation or breach of warranty is not waived or,
                  if capable of remedy, the matter giving rise to the
                  misrepresentation or breach of warranty is not remedied within
                  21 days of the Obligor becoming aware that the representation
                  or warranty was inaccurate when made or deemed to have been
                  repeated;

      (g)   (CROSS-DEFAULT)

            (i)   an Obligor is in default in the payment of any Financial
                  Indebtedness that is outstanding in an aggregate principal
                  amount of at least US$20,000,000 (or its equivalent in another
                  currency) beyond any period of grace provided with respect
                  thereto and such Financial Indebtedness is not paid within 3
                  Business Days; or

            (ii)  any Financial Indebtedness of an Obligor exceeding
                  US$20,000,000 (or its equivalent in another currency) has
                  become, or has been declared, due and payable before its
                  stated maturity and such Financial Indebtedness is not paid
                  within 3 Business Days.

      (h)   (INSOLVENCY) a Relevant Entity:

            (i)   is generally not paying, or admits in writing its inability to
                  pay, its debts as they become due;

            (ii)  files, or consents by answer or otherwise to the filing
                  against it of, a petition for relief or reorganisation or
                  arrangement or any other petition in bankruptcy, for
                  liquidation or to take advantage of any bankruptcy,
                  insolvency, reorganization, moratorium or other similar law of
                  any jurisdiction (for the avoidance of doubt, this includes,
                  in respect of a person established under Dutch law, a filing
                  of a petition by it with any court in the Netherlands in
                  relation to its bankruptcy (faillissement) or suspension of
                  payments (surseance van betaling));

            (iii) makes an assignment for the benefit of its creditors;

            (iv)  consents to the appointment of a custodian, receiver, receiver
                  and manager, trustee or other officer with similar powers with
                  respect to it or with respect to any substantial part of its
                  property;

            (v)   consents to the appointment of an administrator;

            (vi)  is adjudicated as insolvent or to be liquidated; or

            (vii) takes corporate action for the purpose of any of the
                  foregoing.

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<PAGE>

      (i)   (RECEIVER)

            (i)   A court or Government Agency of competent jurisdiction enters
                  an order appointing, without consent by a Relevant Entity, a
                  custodian, receiver, receiver and manager, trustee or other
                  officer with similar powers with respect to the Relevant
                  Entity or with respect to any substantial part of its
                  property, or constituting an order for relief or approving a
                  petition for relief or reorganisation or any other petition in
                  bankruptcy or for liquidation or to take advantage of any
                  bankruptcy or insolvency law of any jurisdiction, or ordering
                  the dissolution, winding-up or liquidation of the Relevant
                  Entity, or any such petition shall be filed against the
                  Relevant Entity (other than a frivolous or vexatious petition)
                  and such petition is not dismissed or cancelled within 30 days
                  (and for the avoidance of doubt, this includes, in respect of
                  a person established under Dutch law, appointment by a court
                  of a trustee (curator) in relation to its bankruptcy or
                  appointment by a court of a receiver (bewindvoerder) in
                  relation to its provisional suspension of payments); or

            (ii)  an administrator of the Relevant Entity is appointed; or

            (iii) a receiver, receiver and manager, administrative receiver or
                  similar officer is appointed to all or any substantial part of
                  the assets of a Relevant Entity in respect of Financial
                  Indebtedness that has been due and payable for at least 5
                  Business Days in an aggregate principal amount of at least
                  US$20,000,000 (or its equivalent in another currency) and that
                  officer is not removed within 7 days of his appointment;

      (j)   (JUDGMENT) a final judgment or judgments for the payment of money
            aggregating in excess of US$20,000,000 (or its equivalent in another
            currency) are rendered against a Relevant Entity and such judgments
            are not, within 45 days after entry thereof, bonded, discharged or
            stayed pending appeal, or are not discharged within 45 days after
            the expiration of such stay;

      (k)   (VITIATION OF DOCUMENTS)

            (i)   any material provision of a Transaction Document ceases for
                  any reason to be in full force and effect or becomes void,
                  voidable or unenforceable;

            (ii)  any law suspends, varies, terminates or excuses performance by
                  an Obligor of any of its material obligations under a
                  Transaction Document or purports to do any of the same;

            (iii) it becomes impossible or unlawful for an Obligor to perform
                  any of its material obligations under a Transaction Document
                  or for the Creditors to exercise all or any of their rights,
                  powers and remedies under a Transaction Document; or

                                                                              38

<PAGE>

            (iv)  an Obligor alleges that a Transaction Document has been
                  affected as described in this paragraph;

      (l)   (OWNERSHIP OF BORROWER) any Borrower ceases to be directly or
            indirectly fully owned and controlled by the Guarantor;

      (m)   (AUTHORISATION) any Authorisation necessary in connection with the
            execution, delivery or performance by an Obligor of the Transaction
            Documents, or the validity or enforceability of the Transaction
            Documents, is not granted or ceases to be in full force and effect
            for any reason or is modified or amended in a manner which, in the
            reasonable opinion of all Creditors, would have a Material Adverse
            Effect; or

      (n)   (MATERIAL CHANGE) a change occurs in the financial condition of the
            Group (as a whole, but excluding the Excluded Entities) which has a
            Material Adverse Effect.

10.2  CONSEQUENCES OF DEFAULT

      If an Event of Default is continuing, a Creditor (or, in the case of a
      syndicated facility, an agent or trustee acting on the instructions of the
      Majority Creditor) may declare at any time by notice to the Obligors'
      Agent that:

      (a)   an amount equal to all or any part of the Outstanding Moneys payable
            to the Creditor (or, in the case of a syndicated facility, the
            facility agent) is:

            (i)   payable on demand; or

            (ii)  immediately due for payment;

      (b)   the obligations of the Creditor specified in the notice are
            terminated and cancelled.

      A Creditor (or, in the case of a syndicated facility, the facility agent)
      may make either or both of these declarations. The making of either of
      them gives immediate effect to its provisions.

11    REVIEW EVENTS

      If, at any time after the date of a Facility Agreement and for any reason,
      whether or not within the control of the Obligors:

      (a)   a Change of Control occurs;

      (b)   the securities of the Guarantor are suspended from quotation by the
            Australian Stock Exchange for more than 10 Business Days or the
            Guarantor is removed from the Official List of the Australian Stock
            Exchange; or

      (c)   provisions made by the Group in accordance with GAAP for asbestos
            related liabilities (if any) not arising in connection with the
            Principal

                                                                              39

<PAGE>

            Deed exceed 15% of Consolidated Net Worth at that time (with
            Consolidated Net Worth for this purpose calculated by adding back
            all such asbestos related liabilities under this paragraph (c),
            ignoring the 15% cap),

      then the Guarantor must notify each Creditor (or, in the case of a
      syndicated facility, the facility agent) in writing of the occurrence of
      the event as soon as reasonably practicable. A Creditor may, by notice to
      the Borrower (with a reasonably detailed explanation of the reasons for
      its election to discontinue funding the Borrower) within 60 days of the
      date of receipt of notice from the Guarantor:

      (d)   cancel its commitment to provide financial accommodation under the
            relevant Facility Agreement with immediate effect; and/or

      (e)   declare the moneys borrowed under the relevant Facility Agreement to
            be, and the borrowed moneys will be, due and payable on a date no
            earlier than 90 days from the date of the Creditor's notice.

12    COSTS AND INDEMNITIES

12.1  WHAT THE BORROWER AGREES TO PAY

      Each relevant Borrower agrees to pay a Creditor promptly on demand to the
      Obligors' Agent from that Creditor (except in the case of a Creditor under
      a syndicated facility, in which case demand must be made by the facility
      agent):

      (a)   the reasonable Costs of each Creditor in connection with:

            (i)   the registration of any Transaction Document; and

            (ii)  giving and considering consents, waivers, variations,
                  discharges and releases requested by the Borrower, the
                  Guarantor or the Obligors' Agent;

      (b)   the Costs of each Creditor in exercising, enforcing or preserving
            rights in connection with a Transaction Document;

      (c)   Taxes and fees (including registration fees) (other than Excluded
            Taxes) and fines and penalties in respect of fees paid in connection
            with any Transaction Document or a payment or receipt or any other
            transaction contemplated by any Transaction Document. However, the
            Borrower need not pay a fine or penalty in connection with Taxes or
            fees to the extent that it has lodged with the relevant Creditor
            sufficient cleared funds for the relevant Creditor to be able to pay
            the Taxes or fees by the due date.

      This clause 12.1 shall not apply to any amounts, which have otherwise been
      paid or compensated for under a Transaction Document.

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<PAGE>

12.2  INDEMNITY

      Each relevant Borrower indemnifies each Creditor against any claim,
      action, damage, loss, liability, cost, charge, expense, outgoing and
      payment of Break Costs which that Creditor pays, suffers, incurs or is
      liable for in connection with:

      (a)   any failure by the Borrower to draw down financial accommodation
            requested by it under a Transaction Document for any reason except
            default of a Creditor; or

      (b)   financial accommodation under a Transaction Document being repaid,
            discharged or made payable other than at its maturity, an interest
            payment date or other due date applicable to it; or

      (c)   any failure to prepay any part of the amount outstanding to a
            Creditor in accordance with a prepayment notice given under a
            Facility; or

      (d)   a Creditor acting in connection with a Transaction Document in good
            faith on fax or telephone instructions which have no apparent
            irregularity on their face, purport to originate from the offices of
            an Obligor or to be given by an Authorised Officer of an Obligor
            which, in the case of fax instructions, are signed and such
            signature accords with a current specimen signature of an Authorised
            Officer in the possession of the Creditor; or

      (e)   an Event of Default or Potential Event of Default; or

      (f)   a Creditor exercising or attempting to exercise a right or remedy in
            connection with a Transaction Document after an Event of Default; or

      (g)   any indemnity a Creditor gives a Controller or administrator of the
            Obligor.

      Each Borrower agrees to pay amounts due under this indemnity on demand to
      the Obligors' Agent from the applicable Creditor (except in the case of a
      Creditor under a syndicated facility, in which case demand must be made
      by, and payment must be made to the facility agent).

12.3  CURRENCY CONVERSION ON JUDGMENT DEBT

      If a judgment, order or proof of debt for an amount in connection with a
      Transaction Document is expressed in a currency other than that in which
      the amount is due under the Transaction Document, then the relevant
      Borrower indemnifies each Creditor against:

      (a)   any difference arising from converting the other currency if the
            rate of exchange used by the Creditor under clause 4.2 ("Currency of
            payment") for converting currency when it receives a payment in the
            other currency is less favourable to the Creditor than the rate of
            exchange used for the purpose of the judgment, order or acceptance
            of proof of debt; and

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<PAGE>

      (b)   the Costs of conversion.

      Each Borrower agrees to pay amounts due under this indemnity to a Creditor
      on demand from that Creditor (except in the case of a Creditor under the
      syndicated facility, in which case demand must be made by the facility
      agent).

12.4  INDIRECT TAXES

      (a)   All payments to be made by an Obligor under or in connection with
            any Transaction Document have been calculated without regard to
            Indirect Tax. If all or part of any such payment is the
            consideration for a taxable supply or chargeable with Indirect Tax
            then, when the Obligor makes the payment:

            (i)   it must pay to the Creditor an additional amount equal to that
                  payment (or part) multiplied by the appropriate rate of
                  Indirect Tax; and

            (ii)  the Creditor will promptly provide to the Obligor a tax
                  invoice complying with the relevant law relating to that
                  Indirect Tax.

      (b)   Where a Transaction Document requires an Obligor to reimburse a
            Creditor for any costs or expenses, that Obligor shall also at the
            same time pay and indemnify that Creditor against all Indirect Tax
            incurred by that Creditor in respect of the costs or expenses save
            to the extent that that Creditor is entitled to repayment or credit
            in respect of the Indirect Tax. The Creditor will promptly provide
            to the Obligor a tax invoice complying with the relevant law
            relating to that Indirect Tax.

13    INTEREST ON OVERDUE AMOUNTS

13.1  OBLIGATION TO PAY

      If an Obligor does not pay any amount under any Transaction Document
      (including an amount of interest payable under this clause 13.1) 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 either a 360 or 365 day year, whichever is the length of
      time customarily adopted for such calculations for the currency in which
      the relevant amount is denominated.

      The Borrower must pay interest under this clause to the relevant Creditor.

13.2  COMPOUNDING

      Interest payable under clause 13.1 ("Obligation to pay"), which is not
      paid when due for payment, may be added to the overdue amounts by the
      relevant Creditor on the last Business Day of each calendar month.
      Interest is payable

                                                                              42
<PAGE>

      on the increased overdue amount at the Default Rate in the manner set out
      in clause 13.1 ("Obligation to pay").

13.3  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 13 to the relevant
      Creditor on demand from the relevant Creditor.

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<PAGE>

Part 3 General

14    CHANGE OF BORROWERS

14.1  NEW BORROWERS

      A Wholly Owned Subsidiary of the Guarantor may, with the consent of each
      relevant Creditor, become a party to this deed as a Borrower (after the
      date of this deed) by:

      (a)   signing and delivering to each relevant Creditor (or, in the case of
            a syndicated facility, the facility agent) a deed poll substantially
            in the form of schedule 3 ("Form of New Borrower Deed Poll"); and

      (b)   doing any other thing the relevant Creditors reasonably request to
            ensure the enforceability of that company's obligations as a
            Borrower and, if requested, agrees to provide an opinion in form and
            substance satisfactory to the relevant Creditors from legal advisers
            of recognised standing acceptable to the relevant Creditors in that
            company's place of incorporation confirming such enforceability.

      The Guarantor will confirm in writing to each relevant Creditor that the
      Interim Guarantee or the Finance Guarantee (as the case may be) applies to
      the borrowings of the new Borrower under the relevant Facility Agreements.

14.2  RELEASE OF BORROWERS

      (a)   The Guarantor may request that a Borrower cease to be a Borrower by
            giving to each relevant Creditor (or, in the case of a syndicated
            facility, the facility agent) a duly completed Release Request
            executed by an Authorised Officer of the Guarantor and the Borrower
            that is, subject to the remaining provisions of this clause, to
            cease being a Borrower.

      (b)   On giving a Release Request to the Creditor (or, in the case of a
            syndicated facility, the facility agent) pursuant to clause 14.2(a),
            the Guarantor and the Borrower identified in that Release Request
            represent and warrant to the Creditor that no Event of Default or
            Potential Event of Default is outstanding or would result from the
            release of that Borrower from its obligations under this deed.

      (c)   The Creditor (or, in the case of a syndicated facility, the facility
            agent) must, as soon as reasonably practicable after receiving a
            Release Request, execute a Deed of Release releasing the Borrower
            identified in the Release Request from its obligations under this
            deed if, and only if:

            (i)   no amount due and payable to that Creditor by that Borrower
                  under this deed remains outstanding and unpaid; and

            (ii)  that Creditor is not committed to providing further financial
                  accommodation to that Borrower pursuant to any Facility.

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<PAGE>

      (d)   The Borrower identified in the Release Request will cease to be a
            Borrower when the Creditor (or, in the case of a syndicated
            facility, the facility agent) executes a Deed of Release in respect
            of that Borrower.

15    DEALING WITH INTERESTS

15.1  DEALINGS BY OBLIGORS

      An Obligor may only assign or otherwise deal with its rights or
      obligations under any Transaction Document with the consent of each
      Creditor.

15.2  DEALINGS BY CREDITORS

      A Creditor may assign, transfer, sub-participate or otherwise deal with
      all or any of its rights or obligations under a Transaction Document at
      any time if:

      (a)   the Obligors' Agent has given its prior consent, which consent shall
            not be unreasonably withheld;

      (b)   in respect of any Dutch Borrower, the assignment, transfer,
            sub-participation or other dealing is to or with a PMP; and

      (c)   in the case of a transfer of obligations, the transfer is effected
            by a novation in form and substance reasonably satisfactory to the
            relevant Borrower.

15.3  CHANGE IN LENDING OFFICE

      A Creditor may change its lending office if it first notifies and consults
      with the Obligors' Agent. If this occurs, clause 15.5 will apply.

15.4  SECURITISATION PERMITTED

      (a)   Subject to clause 15.4(b), a Creditor may, without having to obtain
            the consent of or notify any Obligor, assign, transfer,
            sub-participate or otherwise deal with all or any part of its rights
            and benefits under any Transaction Document to a trustee of a trust,
            company or other entity which in each case is established for the
            purposes of securitisation and, to the extent required for the Dutch
            Borrower to comply with the Dutch 1992 Banking Act on the
            Supervision of the Credit System (Wet toezicht kredietwezen 1992),
            is a PMP.

      (b)   Notwithstanding any assignment, transfer, sub-participation or other
            dealing by that Creditor under clause 15.4(a):

            (i)   that Creditor remains bound by, and must continue to perform
                  all its obligations under the Transaction Documents;

            (ii)  that Creditor is the only person entitled to exercise any
                  power, and no assignee, transferee, sub-participant or other
                  person who obtains an interest in any of the rights or
                  benefits of that

                                                                              45
<PAGE>

                  Creditor under the Transaction Documents pursuant to clause
                  15.4(a) may do so; and

            (iii) any amount payable by the Obligors to that Creditor under any
                  Transaction Document will, if paid by an Obligor to that
                  Creditor, operate as an effective discharge of the Obligor's
                  obligation to make that payment.

      (c)   Nothing done by a Creditor under this clause 15.4 will affect any
            Obligor's rights under any Transaction Documents.

15.5  NO INCREASED COSTS

      Despite anything to the contrary in this deed or the Transaction
      Documents, if a Creditor changes its lending office or transfers, assigns,
      novates or otherwise deals with its rights or obligations under the
      Transaction Documents, then no Obligor will be required to pay:

      (a)   any net increase in the total amount of fees, Taxes, costs, expenses
            or charges which arises as a consequence of the change in lending
            office, transfer, assignment, novation or other dealing; or

      (b)   any fees, Taxes, costs, expenses or charges in respect of the change
            in lending office, transfer, assignment, novation or other dealing.

      A substitution will be regarded as a transfer for the purposes of this
      clause 15.5.

15.6  PROFESSIONAL MARKET PARTY (PMP)

      The Obligors acknowledge that unless the Creditors are notified in writing
      by the Obligors' Agent of a change in the meaning of "PMP" as defined in
      the Dutch Banking Act Exemption Regulation, the Creditors will rely on,
      and will not independently investigate, the definition of PMP set out in
      this deed for the purpose of complying with the requirements of clause
      15.2(b) and 15.4(a).

16    OBLIGORS' AGENT

16.1  OBLIGORS' AGENT AS AGENT OF THE OBLIGORS

      Each Obligor (other than the Obligors' Agent):

      (a)   irrevocably authorises the Obligors' Agent to act on its behalf as
            its agent in relation to the Transaction Documents, including:

            (i)   to give and receive as agent on its behalf all notices and
                  instructions (including drawdown notices);

            (ii)  to sign on its behalf all documents in connection with the
                  Transaction Documents (including amendments and variations of
                  any Transaction Documents, and to execute any new Transaction
                  Documents); and

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<PAGE>

            (iii) to take such other action as may be necessary or desirable
                  under or in connection with the Transaction Documents; and

      (b)   confirms that it will be bound by any action taken by the Obligors'
            Agent under or in connection with the Transaction Documents.

16.2  ACTS OF OBLIGORS' AGENT

      (a)   The respective liabilities of each of the Obligors under the
            Transaction Documents shall not be in any way affected by:

            (i)   any actual or purported irregularity in any act done or
                  failure to act by the Obligors' Agent;

            (ii)  the Obligors' Agent acting (or purporting to act) in any
                  respect outside any authority conferred upon it by any
                  Obligor; or

            (iii) any actual or purported failure by or inability of the
                  Obligors' Agent to inform any Obligor of receipt by it of any
                  notification under the Transaction Documents.

      (b)   In the event of any conflict between any notices or other
            communications of the Obligors' Agent and any other Obligor, those
            of the Obligors' Agent shall prevail.

17    NOTICES

17.1  FORM

      Unless expressly stated otherwise in a Transaction Document, all notices,
      certificates, consents, approvals, waivers and other communications in
      connection with that Transaction Document ("NOTICES") must be in writing,
      signed by an Authorised Officer of the sender and marked for attention as
      set out or referred to in the Details of this deed or another Transaction
      Document or, if the recipient has notified otherwise, marked for attention
      in the way last notified.

17.2  DELIVERY

      Notices must be:

      (a)   delivered to the address set out or referred to in this deed or as
            set out as the recipient's relevant address in another Transaction
            Document; or

      (b)   sent by prepaid post (airmail, if appropriate) to the address set
            out or referred to in the Details or as set out as the recipient's
            address in another Transaction Document; or

      (c)   sent by fax to the fax number set out or referred to in the Details
            or as set out as the recipient's relevant fax number in another
            Transaction Document.

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<PAGE>

      However, if the intended recipient has notified a changed postal address
      or changed fax number, then the communication must be to that address or
      number.

17.3  WHEN EFFECTIVE

      Notices take effect from the time they are received unless a later time is
      specified in them.

17.4  RECEIPT - POSTAL

      If sent by post, Notices are taken to be received three Business Days
      after posting (or five Business Days after posting if sent across national
      boundaries).

17.5  RECEIPT - FAX

      If sent by fax, Notices are taken to be received at the time shown in the
      transmission report as the time that the whole fax was sent.

17.6  RECEIPT - GENERAL

      Despite clauses 17.4 ("Receipt - postal") and 17.5 ("Receipt - fax"), if
      Notices are received after 5:00pm in the place of receipt or on a
      non-Business Day, they are taken to be received at 9:00am on the next
      Business Day.

17.7  NOTICES TO OR FROM FACILITY AGENT

      A Notice to or from a facility agent appointed under a syndicated facility
      constitutes sufficient notice to or from the Creditors under that Facility
      Agreement for the purposes of this deed.

17.8  WAIVER OF NOTICE PERIOD

      The Majority Creditor may waive a period of notice required to be given by
      an Obligor under any Transaction Document.

18    GENERAL

18.1  CONSENTS

      Each Obligor agrees to comply with all conditions in any consent a
      Creditor gives in connection with a Transaction Document if the Obligor
      relies on that consent in performing its obligations under the Transaction
      Documents.

18.2  CERTIFICATES

      A Creditor may give an Obligor a certificate about an amount payable or
      other matter in connection with a Transaction Document. Subject to any
      applicable provision of the Transaction Documents specifying the form or
      content of the certificate (including clause 6.2 of this deed), the
      certificate is sufficient evidence of the amount or matter, unless it is
      proved to be incorrect.

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<PAGE>

18.3  SET-OFF

      At any time after a declaration is made under clause 10.2 of this deed,
      the Creditor making the declaration (or on whose behalf a declaration was
      made by a facility agent for a syndicate of financiers) may set off any
      amount due for payment by the Creditor to an Obligor against any amount
      due for payment by the Obligor to the Creditor under the Transaction
      Document.

18.4  DISCRETION IN EXERCISING RIGHTS

      A Creditor may exercise a right or remedy or give or refuse its consent
      under a Transaction Document in any way it considers appropriate
      (including by imposing conditions).

18.5  PARTIAL EXERCISING OF RIGHTS

      If a Creditor does not exercise a right or remedy under a Transaction
      Document fully or at a given time, the Creditor may still exercise it
      later.

18.6  NO LIABILITY FOR LOSS

      No Creditor is liable for loss caused by the exercise or attempted
      exercise of, failure to exercise, or delay in exercising, a right or
      remedy under a Transaction Document.

18.7  CONFLICT OF INTEREST

      A Creditor's rights and remedies under any Transaction Document may be
      exercised even if this involves a conflict of duty or the Creditor has a
      personal interest in their exercise.

18.8  REMEDIES CUMULATIVE

      The rights and remedies of a Creditor under any Transaction Document are
      in addition to other rights and remedies given by law independently of the
      Transaction Document.

18.9  INDEMNITIES

      Any indemnity in a Transaction Document is a continuing obligation,
      independent of each Obligor's other obligations under that Transaction
      Document and continues after the Transaction Document ends. It is not
      necessary for a Creditor to incur expense or make payment before enforcing
      a right of indemnity under a Transaction Document.

18.10 RIGHTS AND OBLIGATIONS ARE UNAFFECTED

      Rights given to a Creditor under a Transaction Document and each Obligor's
      liabilities under it are not affected by anything which might otherwise
      affect them at law.

18.11 INCONSISTENT LAW

      To the extent permitted by law, each Transaction Document prevails to the
      extent it is inconsistent with any law.

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<PAGE>

18.12 SUPERVENING LEGISLATION

      Any present or future legislation which operates to vary the obligations
      of any Obligor in connection with a Transaction Document with the result
      that a Creditor's rights, powers or remedies are adversely affected
      (including by way of delay or postponement) is excluded except to the
      extent that its exclusion is prohibited or rendered ineffective by law.

18.13 VARIATION

      A provision of a Transaction Document, or right created under it, may not
      be varied except in writing signed by the party or parties to be bound
      (whether directly or through a properly authorised agent or attorney). A
      provision of this deed may only be amended by agreement between the
      Obligors and each relevant Creditor.

18.14 WAIVER

      A provision of this deed or right created under it may not be waived
      except in writing by the party granting the waiver.

18.15 CONFIDENTIALITY

      No Obligor or Creditor may disclose information provided by any party to a
      Transaction Document that is not publicly available (including the
      existence of or contents of any Transaction Document) except:

      (a)   to any person in connection with an exercise of rights or (subject
            to compliance with clause 15) a dealing with rights or obligations
            under a Transaction Document (including when a Creditor consults
            other Creditors after an Event of Default or in connection with
            preparatory steps such as negotiating with any potential assignee or
            potential sub-participant or other person who is considering
            contracting with the Creditor in connection with a Transaction
            Document); or

      (b)   on a confidential basis, to officers, employees, legal and other
            advisers and auditors of any Obligor or Creditor; or

      (c)   on a confidential basis, to any party to a Transaction Document or
            any Related Entity of any party to a Transaction Document; or

      (d)   with the consent of the party who provided the information (such
            consent not to be unreasonably withheld); or

      (e)   as required by any law or stock exchange or any Governmental Agency
            (including for US and Dutch tax authorities).

      Each Obligor and Creditor is taken to consent to disclosures made in
      accordance with this clause 18.15.

18.16 NO RESPONSIBILITY FOR OTHER'S OBLIGATIONS

      If a Creditor does not comply with its obligations under a Transaction
      Document, this does not relieve any other Creditor or an Obligor of any of

                                                                              50
<PAGE>

      their respective obligations. No party is responsible for the obligations
      of another party.

18.17 FURTHER STEPS

      Each Obligor agrees to do anything a Creditor reasonably asks (such as
      obtaining consents, signing and producing documents and getting documents
      completed and signed):

      (a)   to bind the Obligor and any other person intended to be bound under
            a Transaction Document;

      (b)   to enable a Creditor to register any power of attorney or any
            Transaction Document; or

      (c)   to show whether the Obligor is complying with this deed.

18.18 COUNTERPARTS

      A Transaction Document may consist of a number of copies, each signed by
      one or more parties to the document. If so, the signed copies are treated
      as making up the one document.

18.19 GOVERNING LAW

      Each Transaction Document is governed by the law in force in New South
      Wales. Each Obligor submits to the non-exclusive jurisdiction of the
      courts of that place.

18.20 SERVING DOCUMENTS

      Subject to clause 18.21 ("Process Agent") and without preventing any other
      method of service, any document in a court action may be served on a party
      by being delivered to or left at that party's address for service of
      notices under clause 17 ("Notices").

18.21 PROCESS AGENT

      Each Non-Australian Obligor appoints James Hardie Australia Pty Limited
      (ABN 12 084 635 558) of Level 3, 22 Pitt Street, Sydney NSW 2000
      (Attention: The Company Secretary) as its agent for service of process to
      receive any document in connection with the Transaction Documents. If for
      any reason James Hardie Australia Pty Limited (ABN 12 084 635 558) ceases
      to be able to act as process agent for the Non-Australian Obligor, the
      Non-Australian Obligor must promptly appoint another person in New South
      Wales to act as its process agent and must promptly notify each Creditor
      (or, in the case of a syndicated facility, the facility agent) of that
      appointment.

EXECUTED as a deed poll

                                                                              51
<PAGE>

JAMES HARIDE - COMMON TERMS DEED POLL

Schedule 1 - Verification Certificate (clause 3.1)

To:   [NAME OF FINANCIER]

US$[-] BILATERAL FACILITY AGREEMENT DATED [-] BETWEEN JAMES HARDIE INTERNATIONAL
FINANCE B.V. AND [NAME OF FINANCIER] ("FACILITY AGREEMENT")

I [NAME] am a director of [James Hardie International Finance B.V. (with
corporate seat in Amsterdam) / James Hardie Industries N.V. (with corporate seat
in Amsterdam)] ("COMPANY"). I refer to the Facility Agreement. Definitions in
the Facility Agreement apply in this Certificate.

I CERTIFY as follows:

1     Attached to this Certificate is a complete and up to date copy of:

      (a)   the constituent documents of the Company; and

      (b)   a written resolution of the Managing Board and power of attorney in
            the name of the Company, evidencing resolutions of the Managing
            Board approving execution of those of the following documents to
            which the Company is expressed to be a party, appointing attorneys
            for that purpose and appointing Authorised Officers of the Company
            for the purposes of those documents:

            (i)   the Facility Agreement;

            (ii)  the Common Terms Deed Poll; and

            (iii) the Interim Guarantee.

            Those resolutions and that power of attorney have not been amended,
            modified or revoked and are in full force and effect.

2     Set out below are specimen signatures of the Authorised Officers of the
      Company.

      AUTHORISED OFFICERS(#)

       Name                  Position              Signature
       *                     *                     ____________________
       *                     *                     ____________________
       *                     *                     ____________________

# One of the Authorised Officers must be the chief financial officer, treasurer
or principal accounting officer of the Group (see clause 9.7 of the Common Terms
Deed Poll).

DATED                        2005

_________________________________
Name:

                                                                              52
<PAGE>

JAMES HARIDE - COMMON TERMS DEED POLL

Schedule 2 - Facility Nomination Letter
(clause 2.1)

To:   [CREDITOR]                                                          [DATE]

JAMES HARDIE - COMMON TERMS DEED POLL - FACILITY NOMINATION LETTER

We refer to the James Hardie - Common Terms Deed Poll granted by ourselves (as
Borrower and Obligors' Agent) and the Guarantor (as defined therein) dated [ ]
2005 ("CTDP").

For the purposes of the CTDP, on and from the date of this letter:

1.    we nominate the following agreement as a Facility Agreement:

      NAME: [-]
      DATE: [-]
      PARTIES: [-]

2.    the agreement, and each document named or referred to as a ["FINANCING
      DOCUMENT"] in the agreement, is a Transaction Document for the purposes of
      the CTDP; and

3.    we nominate you as a "Creditor" pursuant to that Facility Agreement.

Please confirm your acceptance of the above nomination, and the benefit and
obligations of the CTDP, by signing and returning the attached copy of this
letter.

Clauses 1 ("Interpretation") and 18.19 ("Governing law") of the CTDP described
above apply to this letter as they were fully set out in this letter.

For and on behalf of

JAMES HARDIE INTERNATIONAL FINANCE B.V. AS OBLIGORS' AGENT (with corporate seat
in Amsterdam)

Authorised Officer: [NAME]

We accept and agree to the above nomination. We accept the benefit and
obligations of the CTDP, and we agree to be bound by the terms of that deed. We
confirm that we are [insert relevant category of PMP, eg a duly supervised bank
in the European Union, United States or Australia] and accordingly we are a PMP
within the meaning of the CTDP. In making this representation, we rely on, and
have not independently investigated, the definition of PMP set out in the CTDP.

For and on behalf of [INSERT NAME OF CREDITOR]

by its Authorised Officer

Name:                               Title:

                                                                              53
<PAGE>

JAMES HARIDE - COMMON TERMS DEED POLL

Schedule 3 - Form of New Borrower Deed Poll (clause 14.1)

DEED POLL

NEW BORROWER      [INSERT NAME AND ABN/ACN OR OTHER REGISTRATION
                  NUMBER]

                  of: [INSERT ADDRESS]

                  Fax no:

                  Attention:

CTDP              James Hardie - Common Terms Deed Poll by James Hardie
                  International Finance B.V. and others dated [##] 2005.

BY THIS DEED POLL the New Borrower described above, for the benefit of each
Creditor under the CTDP described above:

(a)   irrevocably agrees that from the date of this deed poll it is a Borrower
      under the CTDP;

(b)   irrevocably agrees to comply with and be bound by all current and future
      obligations of a Borrower or an Obligor under the CTDP or any other
      Transaction Document to which it is a party;

(c)   acknowledges having read a copy of the CTDP before signing this deed poll;

(d)   gives, as at the date of this deed poll, all representations and
      warranties on the part of a Borrower or an Obligor contained in the CTDP;
      and

(e)   acknowledges receiving valuable consideration for this deed poll.

Clauses 1 ("Interpretation") and 18.19 ("Governing law") of the CTDP described
above apply to this deed poll as if they were fully set out in this deed poll.

DATED [INSERT DATE]

EXECUTED as a deed poll

[INSERT EXECUTION CLAUSE FOR NEW BORROWER AND, IF IT IS A DUTCH COMPANY, ITS
CORPORATE SEAT]

                                                                              54
<PAGE>

JAMES HARIDE - COMMON TERMS DEED POLL

Schedule 4 - Form of Release Request
(clause 14.2)

[DATE]

To:   [EACH RELEVANT CREDITOR]

JAMES HARDIE - COMMON TERMS DEED POLL - RELEASE REQUEST

We refer to the deed entitled James Hardie - Common Terms Deed Poll granted by
ourselves and certain of our subsidiaries dated [ ] 2005 ("CTDP").

(a)   RELEASE REQUEST

      We request each of you release [INSERT NAME OF RETIRING BORROWER]
      ("Retiring Borrower") from all liability under the CTDP pursuant to the
      attached Deed of Release.

(b)   REPRESENTATION AND WARRANTY

      We represent and warrant that no Event of Default or Potential Event of
      Default is continuing or will result from the release of the Retiring
      Borrower.

Clause 1 of the CTDP applies to this Release Request as if it was fully set out
in this Release Request.

For and on behalf of                   For and on behalf of
JAMES HARDIE INDUSTRIES N.V.           [INSERT THE NAME OF THE RETIRING BORROWER
(with corporate seat in Amsterdam)     AND, IF IT IS A DUTCH COMPANY, ITS
                                       CORPORATE SEAT]

Authorised Officer: [Name]             Authorised Officer: [Name]


                                                                              55
<PAGE>

JAMES HARIDE - COMMON TERMS DEED POLL

Schedule 5 - Form of Deed of Release
(clause 14.2)

DEED OF RELEASE

PARTIES             THE CREDITOR, the RETIRING BORROWER and the OBLIGORS' AGENT,
                    as described below.

CREDITOR            [INSERT NAME AND ABN/ACN OR OTHER REGISTRATION NUMBER OF A
                    RELEVANT CREDITOR]

RETIRING BORROWER   [INSERT NAME AND ABN/ACN OR OTHER REGISTRATION
                    NUMBER]

Obligors'           [ ] on behalf of each Obligor other than the Retiring
Agent               Borrower.

CTDP                James Hardie - Common Terms Deed Poll by James Hardie
                    International Finance B.V. and others dated [ ] 2005.

The Creditor releases the Retiring Borrower described above from all liability
under the CTDP described above, with effect from [INSERT DATE OR "THE DATE OF
THIS DEED"].

Nothing in this deed affects the obligations of the Retiring Borrower described
above other than under the CTDP.

Each Obligor (other than the Retiring Borrower) consents to this release and
agrees that nothing in this deed affects its obligations to the Creditor or the
Creditor's rights in respect of the Obligors (other than the Retiring Borrower)
under a Transaction Document.

Clauses 1 ("Interpretation") and 18.19 ("Governing law") of the CTDP described
above apply to this deed as if they were fully set out in this deed.

DATED [INSERT DATE]

EXECUTED as a deed

[INSERT EXECUTION CLAUSES FOR (1) EACH CREDITOR, (2) THE OBLIGORS' AGENT (AND
ITS CORPORATE SEAT) ON BEHALF OF EACH OBLIGOR OTHER THAN THE RETIRING BORROWER,
AND (3) THE RETIRING BORROWER AND, IF IT IS A DUTCH COMPANY, ITS CORPORATE SEAT]

                                                                              56
<PAGE>

JAMES HARIDE - COMMON TERMS DEED POLL

Signing page

DATED: June 2005

SIGNED, SEALED AND                      )
DELIVERED 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 deed each attorney
                                        )   states that the attorney has
.......................................  )   received no notice of revocation of
Name of witness (block letters)         )   the power of attorney

SIGNED, SEALED AND                      )
DELIVERED by                            )
                                        )
and                                     )
                                        )
as attorneys for JAMES HARDIE           )
INDUSTRIES N.V. under power of          )   ....................................
attorney dated                          )
                                        )
in the presence of:                     )
                                        )
                                        )
.......................................  )   ....................................
Signature of witness                    )   By executing this deed each attorney
                                        )   states that the attorney has
.......................................  )   received no notice of revocation of
Name of witness (block letters)         )   the power of attorney

                                                                              57