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                                                                     EXHIBIT 2.9

                                                             (JAMES HARDIE LOGO)

                                                      JAMES HARDIE INDUSTRIES NV

9 February 2007                                       Atrium, 8th Floor
                                                      Strawinskylaan 3077
("FINANCIER") #1#                                     1077 ZX Amsterdam
                                                      The Netherlands
Attention: [_]
                                                      Tel 31 20 301 2980
Fax: [_]                                              Fax 31 20 404 2544

STRICTLY PRIVATE & CONFIDENTIAL

Dear Sirs

AMENDED & RESTATED FINAL FUNDING AGREEMENT - COMMENCEMENT DATE
TERM FACILITY - OCCURRENCE OF EXTENSION EVENT
GUARANTEE TRUST DEED AND JAMES HARDIE INTERCREDITOR DEED NOMINATION LETTERS

We refer to the;

     -    "James Hardie - Common Terms Deed Poll" dated 15 June 2005 ("CTDP")
          between the Financier, James Hardie International Finance B.V.
          ("BORROWER") and James Hardie Industries N.V. ("JHINV"), as amended by
          the "CTDP Amendment Deed and New Borrower Deed Poll" executed by James
          Hardie Building Products, Inc. (US), the Borrower and JHINV on 12
          January 2006 ("CTDP AMENDMENT");

     -    "James Hardie - Term Facility Agreement" ("TERM FACILITY AGREEMENT")
          dated #2# June 2005 between the Financier and the Borrower, as amended
          by the CTDP Amendment and our letter dated 3 May 2006, countersigned
          by the Financier on or about #3# 2006;

     -    Our letter dated 13 September 2006, countersigned by the Financier on
          or about #4# 2006, extending the Term Facility Agreement until 31
          March 2007, with automatic extension to the fifth anniversary of the
          date of the Term Facility Agreement if the Extension Events occur on
          or before 31 March 2007;

     -    "James Hardie - 364-day Facility Agreement" ("364 DAY FACILITY") dated
          #2# June 2005 between the Financier and the Borrower, as amended by
          the CTDP Amendment and extended by our letters dated 17 November,
          1 May 2006 and 12 September 2006, countersigned by the Financier on or
          about #5# 2005, #6# 2006 and #7# 2006;

     -    the Amended & Restated Final Funding Agreement entered into by JHINV,
          James Hardie 117 Pty Ltd and the State of New South Wales and Asbestos
          Injuries Compensation Fund Limited in its capacity as trustee of the
          Asbestos Injuries Compensation Fund on 21 November 2006 ("FINAL
          FUNDING AGREEMENT"); and

     -    our letter of 23 November 2006, countersigned by the Financier on or
          about #8# December 2006, recording your consent to the terms of the
          Final Funding Agreement and the Guarantee and Subordination Documents
          for the purposes of sub-paragraph (e) of the definition of "Extension
          Events" in the Term Facility Agreement.

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Capitalised terms used in this letter have the same meaning as in the Term
Facility Agreement.

We confirm that:

     (a)  all the conditions precedent to the Final Funding Agreement have been
          satisfied or waived and the Commencement Date of the Final Funding
          Agreement is 9 February 2007;

     (b)  the condition precedent to the James Hardie Intercreditor Deed (as
          defined in the Final Funding Agreement) has been satisfied or waived;

     (c)  the Guarantee Trust Deed dated 19 December 2006 between JHINV and AET
          Structured Finance Services Pty Limited ("GUARANTEE TRUST DEED") has
          become effective; and

     (d)  all the Extension Events have occurred so the Maturity Date under the
          Term Facility Agreement is now #9# June 2010.

We enclose Nomination Letters under the James Hardie Intercreditor Deed and the
Guarantee Trust Deed in respect of both the Term Facility and the 364 Day
Facility.

Could you please sign and return the enclosed copy of this letter and the
Nomination Letters to us.


/s/ Russell Chenu                      /s/ Karen Hughes
-----------------------------------    -----------------------------------------
being an authorised Officer of         being an authorised Officer of

JAMES HARDIE INTERNATIONAL FINANCE B.V. as Borrower and Obligor's Agent (with
corporate seat in Amsterdam) and JAMES HARDIE BUILDING PRODUCTS, INC, (US) as
Borrower

Confirmed and accepted. We acknowledge that the "James Hardie - Guarantee Deed"
dated #2# June 2005 has been replaced and superseded by the guarantee in the
Guarantee Trust Deed.

------------------------------------------
(Financier) #1#

--------------------------------- being and Authorised Officer of the Financier.
(Print Name)