Fund Trustee  NSW Government  JH117  Guarantee Trustee
 Mallesons Stephen Jaques




---



##### 



Amending Deed  Performing Subsidiary Intercreditor Deed
  Details
    
    
    1General terms
    
    
    21
    
    Interpretation
    
    
    22
    
    Confirmations and acknowledgement
    
    
    22.1
    
    Confirmation in relation to definition of JHINV
    
    
    22.2
    
    Confirmation
    
    
    22.3
    
    Conflict
    
    
    32.4
    
    Consideration
    
    
    33
    
    Amendments
    
    
    34
    
    Costs
    
    
    35
    
    General
    
    
    36
    
    Counterparts
    
    
    37
    
    Governing law
    
    
    38
    
    Guarantee Trustee limitation of liability
    
    
    3Schedule 1  Irish Registration Date Amendments
    
    
    4Signing page
    
    
    5
 ã Mallesons Stephen Jaques 
9869960_8
    
    Amending Deed  Performing Subsidiary Intercreditor Deed
22 June 2009
    
    i




---



##### 



Amending Deed  Performing Subsidiary Intercreditor Deed
  Parties
    
    Fund Trustee, NSW Government, JH117and the Guarantee TrusteeFund Trustee
    
    Name
    
    Asbestos Injuries Compensation Fund Limited
a company limited by guarantee incorporated
under the laws of the State of New South Wales,
Australia, in its capacity as trustee for the
Charitable Fund established under the Amended
and Restated Trust Deed dated 14 December 2006
between it as trustee and JHINVACN
    
    117 363 461Address
    
    Level 7, 233 Castlereagh Street, Sydney NSW
2000NSW 
Government
    
    Name
    
    The State of New South WalesAddress
    
    c/- Department of Premier and Cabinet,
Level 39, Governor Macquarie Tower, 1 Farrer
Place, Sydney, NSW, 2000JH117
    
    Name
    
    James Hardie 117 Pty LimitedABN
    
    30 116 110 948Address
    
    Level 3, 22 Pitt Street, Sydney in the
State of New South WalesGuarantee 
Trustee
    
    Name
    
    AET Structured Finance Services
Pty Ltd in
its capacity as trustee for the Financiers under
the Guarantee TrustABN
    
    12 106 424 088Address
    
    Level 22, 207 Kent Street, Sydney, NSW, 2000Recitals
    
    The Fund Trustee, NSW Government, JH117 and the Guarantee Trustee
are parties to the Performing Subsidiary Intercreditor Deed and wish to
amend the Performing Subsidiary Intercreditor Deed on the terms set out
in this deed.Date of
Amending Deed
    
    June 2009
 ã Mallesons Stephen Jaques 
9869960_8
    
    Amending Deed  Performing Subsidiary Intercreditor Deed
22 June 2009
    
    1




---



##### 



Amending Deed  Performing Subsidiary Intercreditor Deed
  1
    
    InterpretationThese meanings apply unless the contrary intention appears:Irish Registration Datemeans the date on which JHISE is registered by the Registrar of
Companies of Ireland as having its registered office in Ireland.JHINVmeans James Hardie Industries N.V. (ARBN 097 829 895).JHISEmeans JHINV once it has converted from its present corporate form as a Dutch NV
(Naamloze Vernootschap) into an SE (Societas Europaea).Performing Subsidiary Intercreditor Deedmeans the document entitled Performing
Subsidiary Intercreditor Deed dated 19 December 2006 between the NSW Government, the Fund
Trustee, JH117 and the Guarantee Trustee.SE Transformation Datemeans the date on which JHINV is registered as a Societas
Europaea on the Dutch Trade Register pursuant to the European Union Council Regulation
2157/2001.2
    
    Confirmations and acknowledgement2.1
    
    Confirmation in relation to definition of JHINVEach party confirms that the definition of JHINV for the purposes of the Performing
Subsidiary Intercreditor Deed is a reference to:
 (a)
    
    with effect on and from the SE Transformation Date up to the Irish
Registration Date, JHISE with its corporate seat in the Netherlands; and(b)
    
    with effect on and from the Irish Registration Date, JHISE with its
corporate seat in the Republic of Ireland.
 2.2
    
    ConfirmationEach party confirms that, other than as provided for in clause 3 (Amendments):
 (a)
    
    it is bound by and will continue to be bound by the Performing Subsidiary
Intercreditor Deed; and(b)
    
    the Performing Subsidiary Intercreditor Deed remains in full force and
effect and enforceable against it,
 up to, including and after each of the SE Transformation Date and the Irish Registration
Date.
 ã Mallesons Stephen Jaques 
9869960_8
    
    Amending Deed  Performing Subsidiary Intercreditor Deed
22 June 2009
    
    2




---



##### 



2.3
    
    ConflictIf there is a conflict between the Performing Subsidiary Intercreditor Deed and this deed,
the terms of this deed prevail.2.4
    
    ConsiderationThis deed is entered into in consideration of the parties exchange of promises under this
deed and the receipt of valuable consideration which is hereby acknowledged.3
    
    AmendmentsAs from the Irish Registration Date, the Performing Subsidiary Intercreditor Deed is
amended as set out in schedule 1.4
    
    CostsEach party shall be responsible for its own costs, charges and expenses in connection
with the preparation, negotiation and execution of this deed.5
    
    GeneralClause 11 (Notices) of the Performing Subsidiary Intercreditor Deed applies to this
deed as if it was fully set out in this deed.6
    
    CounterpartsThis deed may consist of a number of copies each signed by one or more parties to the
deed. If so, the signed copies are treated as making up the one document.7
    
    Governing lawThis deed is governed by the law in force in New South Wales. Each party submits to
the non-exclusive jurisdiction of the courts of that place and waives any right to claim
that those courts are an inconvenient forum.8
    
    Guarantee Trustee limitation of liabilityClause 15 (Undertaking and Guarantee Trustee limitation of liability) of the
Performing Subsidiary Intercreditor Deed applies to this deed as if fully set out in this
deed.
 EXECUTED
 ã Mallesons Stephen Jaques 
9869960_8
    
    Amending Deed  Performing Subsidiary Intercreditor Deed
22 June 2009
    
    3




---



##### 



Amending Deed  Performing Subsidiary Intercreditor Deed
   
    
    Clause 1 of Attachment A is amended by deleting the definition of Insolvency Official and
replacing it with the following:
 Insolvency Officialmeans a custodian, receiver, receiver and manager, trustee,
liquidator, provisional liquidator, administrator, examiner or any other officer
appointed in connection with the Insolvency of the Performing Subsidiary.
 
    
    The definition of Insolvent in clause 1 of Attachment A is amended by deleting paragraph
(b) and replacing it with the following paragraph:
 (b)
    
    was established under Irish law and files a petition with
any court in the Republic of Ireland in relation to its liquidation, the
bringing forward of a scheme of arrangement or the appointment of an
examiner;.
 
    
    The definition of Reconstruction Event in clause 1 of Attachment A is amended by deleting
paragraph (c) and replacing it with the following paragraph:
 (c)
    
    a filing of a petition for the appointment of an examiner
or the bringing forward of a scheme of arrangement under Irish law;.
 
    
    The definition of Wind-Up Event in clause 1 of Attachment A is amended by deleting
paragraphs (d) and (e) and replacing them with the following paragraphs:
 (d)
    
    the dissolution of such Person under Irish law or the law
of any other jurisdiction;(e)
    
    [intentionally blank];.
 ã Mallesons Stephen Jaques 
9869960_8
    
    Amending Deed  Performing Subsidiary Intercreditor Deed
22 June 2009
    
    4




---



##### 



Amending Deed  Performing Subsidiary Intercreditor Deed
  DATED: 23 June 2009
 SIGNED, SEALED AND DELIVEREDby The
Honourable John Hatzistergos MLC 
Attorney-General of New South Wales 
for THE STATE OF NEW SOUTH WALESin the
presence of:
/s/ Leigh Rae Sanderson

Signature of witness 
Leigh Rae Sanderson

Name of witness (block letters)
    
    )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
    
    /s/ John Hatzistergos

Signature 
Attorney General

Office of SignatoryEXECUTEDby ASBESTOS INJURIES
COMPENSATION FUND LIMITEDin
accordance with section 127(1)
of the Corporations Act 2001
(Cwlth) by authority of its 
directors:
/s/ Joanne Marchione

Signature of director
Joanne Marchione

Name of director (block letters)
    
    )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
    
    /s/ Dallas Booth

Signature of director/company 
secretary*
*delete whichever is not applicable 
Dallas Booth

Name of director/company secretary*
(block letters)
*delete whichever is not applicable
 ã Mallesons Stephen Jaques 
9869960_8
    
    Amending Deed  Performing Subsidiary Intercreditor Deed
22 June 2009
    
    5




---



##### 



EXECUTEDby JAMES HARDIE 
117 PTY LIMITEDin accordance 
with section 127(1) of the
Corporations Act 2001 (Cwlth)
by authority of its directors:
/s/ Bruce Potts

Signature of director 
Bruce Potts

Name of director (block letters)
    
    )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
    
    /s/ Marcin Firek

Signature of director/company 
secretary*
*delete whichever is not applicable 
Marcin Firek

Name of director/company secretary*
(block letters)
*delete whichever is not applicable
 
 /s/ Philip John Walter Joseph
    
    (signed)Philip John Walter Joseph
    
    (print name)Authorised Officer/s/ Glenn White
    
    (signed)Glenn White
    
    (print name)Authorised Officer
 ã Mallesons Stephen Jaques 
9869960_8
    
    Amending Deed  Performing Subsidiary Intercreditor Deed
22 June 2009
    
    6