364-day Facility Agreement Note: This is a template document setting out a majority of the terms of the 364-day Facility Agreement signed by James Hardie International Finance B.V. in November 2008. The actual signed 364-day Facility Agreement differs...

Exhibit 4.9

364-day Facility Agreement

Note: This is a template document setting out a majority of the terms of the 364-day Facility Agreement signed by Xxxxx Xxxxxx International Finance B.V. in November 2008. The actual signed 364-day Facility Agreement differs from previous 364-day facilities entered into with other lenders. [•] indicates text has been deleted in this template document to reflect those differences.

Xxxxx Xxxxxx — 364-day
Facility Agreement

Dated [•] 2008

Xxxxx Xxxxxx International Finance B.V. (“Borrower” and “Obligors’ Agent”)
[•](“Financier”)

Mallesons Xxxxxxx Xxxxxx
Xxxxx 00
Xxxxxxxx Xxxxxxx Tower
0 Xxxxxx Xxxxx
Xxxxxx XXX 0000
Xxxxxxxxx
T x00 0 0000 0000
F x00 0 0000 0000
DX 000 Xxxxxx
xxx.xxxxxxxxx.xxx

Xxxxx Xxxxxx — 364-day Facility Agreement
Contents

Details			1
General terms			3
1 Definitions			3
1.1 Definitions			3
1.2 Interaction with the Common Terms Deed Poll			5
2 The Facility and Facility Limit			6
2.1 Financier to fund			6
2.2 Maximum accommodation			6
3 Using the Facility			6
3.1 Drawing down			6
3.2 Requesting a drawdown			6
3.3 Effect of a Drawdown Notice			6
3.4 Conditions to first drawdown			7
3.5 Conditions to all drawdowns			7
3.6 Benefit of conditions			7
3.7 Currency and timing of drawdowns			7
4 Interest			7
4.1 Interest charges			7
4.2 Selection of Interest Period			8
4.3 When Interest Periods begin and end			8
4.4 Limit on Interest Periods			8
4.5 Notification of interest			8
4.6 Market disruption			9
4.7 Alternative basis of interest or funding			9
5 Repaying and prepaying			9
5.1 Repayment			9
5.2 Prepayment			9
5.3 Prepayment and the Facility Limit			10
6 Payments			10
6.1 Payment by direction			10
6.2 Amount Owing			10
6.3 Application of payments — pre-default			10
6.4 Application of payments — post-default			10
7 Cancellation			10
8 Fees			11
[•]			11

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9 Financier representation			11
10 Interest on overdue amounts			11
10.1 Obligation to pay			11
10.2 Compounding			11
10.3 Interest following judgment			11
11 Money Laundering			12
Schedule 1 - Drawdown Notice (clause 3)			13
Schedule 2 - Selection Notice (clause 4.2)			15
Schedule 3 - Repayment Notice (clause 5.1)			16
Schedule 4 - Prepayment Notice (clause 5.2)			18
Signing page			20

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Xxxxx Xxxxxx — 364-day Facility Agreement

Details

Interpretation — Definitions are in clause 1.

Parties		Borrower, Obligors’ Agent and Financier, each as described below.
Borrower and Obligors’ Agent		Name		Xxxxx Xxxxxx International Finance B.V.
		Corporate seat		Amsterdam
		Registered Number		34108775
		Address		8th Floor, Atrium, Xxxx 00
				Xxxxxxxxxxxxxx 0000
				0000 XX Xxxxxxxxx
				Xxx Xxxxxxxxxxx
		Fax		+ 00 00 000 0000
		Attention		Treasurer
Financier		Name		[•]
		ABN		[•]
		Address		[•]
		Fax		[•]
		Attention		[•]
Facility		Description		Revolving US$ cash advance facility.
		Facility Limit		US$[•]
		Maturity Date		The day 364 days after the date of this agreement.
		Currency		US$
		Interest Rate		For an Interest Period, means LIBOR plus the Margin.
		Margin		[•]
		Interest Periods		Subject to clause 4.2 (“Selection of Interest Period”), 1, 2, 3 or 6 months, or such other period as agreed between the Borrower and

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				Financier.
		Purpose		For the payment of taxation.
Fees				[•]
(also see clause 8)
				[•]
Date of agreement		See Signing page.

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Xxxxx Xxxxxx — 364-day Facility Agreement

General terms

1		Definitions
1.1		Definitions

Amount Owing means the total of all amounts which are then due for payment, or which will or may become due for payment, in connection with any Financing Document (including transactions in connection with them) to the Financier.

Availability Period means the period commencing on the date of this agreement and ending on the Maturity Date or, if earlier, the date on which the Facility Limit is cancelled in full.

Borrower means the person so described in the Details.

Common Terms Deed Poll means the amended and restated deed poll entitled “Xxxxx Xxxxxx - Common Terms Deed Poll” entered into by the Borrower, Xxxxx Xxxxxx Building Products, Inc. and the Guarantor on 20 February 2008.

Default Rate means the applicable Interest Rate at the time plus 2% per annum. For the purpose of this definition, the Interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 360 days as if the overdue amount is a cash advance with Interest Periods of 30 days (or another period chosen from time to time by the Financier) with the first Interest Period starting on and including the due date.

Details means the section of this agreement headed “Details”.

Drawdown Date means the Business Day on which a drawdown of the Facility is or is to be made but does not include a rollover of a Drawing on the last day of an Interest Period.

Drawdown Notice means a completed notice in writing, substantially in the form of, and containing the information and representations and warranties set out in, schedule 1 (“Drawdown Notice”) and signed by an Authorised Officer of the Obligors’ Agent.

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

Facility means the facility made available under this agreement.

Facility Limit means the amount set out as such in the Details as reduced by the total of all cancellations under this agreement.

Fee Payment Date means each 31 March, 30 June, 30 September and 31 December after the date of this agreement.

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Financier means the person so described in the Details.

Financing Document means each of:

	(a)		this agreement;
	(b)		the Common Terms Deed Poll;
	(c)		the Guarantee and Subordination Documents;
	(d)		each Drawdown Notice;
	(e)		each Selection Notice;
	(f)		[•];
	(g)		[•];
	(h)		[•];
	(i)		any other document which the Obligors’ Agent and the Financier agree to be a Financing Document; and
	(j)		any document entered into for the purpose of amending or novating any of the above.

Free Cash Flow has the same meaning as set out in the Common Terms Deed Poll.

Interest Payment Date means, in respect of an Interest Period, the last day of that Interest Period.

Interest Period means each period selected in accordance with clause 4.2 (“Selection of Interest Period”).

Interest Rate means, subject to clause 4.6 (“Market disruption”), the interest rate set out in the Details.

LIBOR means, in relation to any Drawing:

	(a)		the applicable British Bankers’ Association Interest Settlement Rate for US$ and the relevant period displayed on the appropriate page of the Reuters screen (but if the agreed page is replaced or service ceases to be available, the Financier may specify another page or service displaying the appropriate rate after consultation with the Obligors’ Agent) (“Screen Rate”); or
	(b)		(if no Screen Rate is available for US$ and the Interest Period of that Drawing) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Financier at its request quoted by the principal London offices of at least three leading international banks chosen by the Financier in consultation with the Obligors’ Agent to other leading banks in the London interbank market,

as of 11:00am (London time) on the day two Business Days before the first day of an Interest Period for which the interest rate is to be determined for the offering of

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deposits in US$ and for a period comparable to the Interest Period for that Drawing.

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

Market Disruption Event means:

	(a)		at or about noon on the day two Business Days before the first day of an Interest Period for which the interest rate is to be determined, by reason of circumstances affecting the London interbank market for US$, the “LIBOR” component of the Interest Rate cannot be determined; or
	(b)		before close of business in London on the day two Business Days before the first day of an Interest Period for which the interest rate is to be determined, the Financier determines that the cost to it of obtaining matching deposits in the London interbank market would be in excess of LIBOR.

Maturity Date means the maturity date for the Facility as set out in the Details, but if that is not a Business Day, then the preceding Business Day.

Prepayment Notice means a completed notice in writing, substantially in the form of, and containing the information set out in, schedule 4 (“Prepayment Notice”) and signed by an Authorised Officer of the Obligors’ Agent.

Repayment Notice means a completed notice in writing, substantially in the form of, and containing the information set out in, schedule 3 (“Repayment Notice”) and signed by an Authorised Officer of the Obligors’ Agent.

Review Date means:

	(a)		the date 6 months from the date of this agreement; and
	(b)		thereafter, each date 6 months before the then Maturity Date.

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

Undrawn Facility Limit means the Facility Limit less the aggregate of all Drawings outstanding.

1.2 Interaction with the Common Terms Deed Poll

(a) The Borrower acknowledges that:

	(i)		the Financier is a Creditor; and
	(ii)		this agreement is a Facility Agreement,

for the purposes of the Common Terms Deed Poll.

(b) On execution of this agreement, the provisions of the Common Terms Deed Poll (subject to paragraph (d) below) are incorporated into this agreement to the intent and effect that any such provision for the benefit of a Creditor or the Borrower (as defined in the Common Terms Deed Poll)

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			may be enforced by the Financier or the Borrower to the same extent as if the Financier was a party to the Common Terms Deed Poll.
	(c)		A term which has a defined meaning (including by reference to another document) in the Common Terms Deed Poll has the same meaning when used in this agreement unless it is expressly defined in this agreement, in which case the meaning in this agreement prevails.
	(d)		Where a conflict arises between a provision of the Common Terms Deed Poll and this agreement, the Common Terms Deed Poll will prevail unless the provision in this agreement includes words substantially to the effect of “Despite the terms of the Common Terms Deed Poll”, in which case the relevant provision of this agreement prevails.

2		The Facility and Facility Limit
2.1		Financier to fund

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

2.2 Maximum accommodation

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

3		Using the Facility
3.1		Drawing down

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

3.2 Requesting a drawdown

	(a)		If the Borrower wants a drawdown, the Obligors’ Agent must provide a written Drawdown Notice to the Financier by 11:00am (London time) at least 2 Business Days prior to the requested Drawdown Date (or such later time as the Financier may agree).
	(b)		The minimum amount of a Drawing is the lesser of:

	(i)		US$1,000,000; and
	(ii)		the Undrawn Facility Limit.

(c) Unless the Drawing is for the Undrawn Facility Limit, the Drawing must be in integral multiples of US$[•]

3.3 Effect of a Drawdown Notice

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

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3.4 Conditions to first drawdown

The Borrower agrees not to request the first drawdown, and a Financier is not obliged to provide the first drawdown, unless:

	(a)		all the conditions precedent listed in clause 3 (“Conditions precedent”) of the Common Terms Deed Poll have been either satisfied or waived in accordance with that agreement; and
	(b)		a completed Facility Nomination Letter nominating this agreement as a Facility Agreement has been received by the Financier.

3.5 Conditions to all drawdowns

In addition to the conditions precedent in clause 3 (“Conditions precedent”) of the Common Terms Deed Poll, the Financier need not provide any financial accommodation on a Drawdown Date unless it is satisfied that:

	(a)		the Drawdown Date is a Business Day during the Availability Period for the Facility;
	(b)		the amount of the Drawing equals or exceeds the minimum drawdown amount set out in clause 3.2(b) (“Requesting a drawdown”);
	(c)		after the Drawing has been made, the sum of all outstanding Drawings will not exceed the Facility Limit;
	(d)		the Financier has received a Drawdown Notice in respect of the requested drawdown in accordance with clause 3.2 (“Requesting a drawdown”); and
	(e)		the proposed Drawing is for the purpose set out in the Details.

3.6 Benefit of conditions

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

3.7 Currency and timing of drawdowns

The Financier agrees to make each drawdown available to the account specified in the relevant Drawdown Notice in immediately available US$ funds by 2:00pm (local time in Amsterdam) on the relevant Drawdown Date.

4		Interest
4.1		Interest charges

The Borrower must pay interest on each Drawing for each of its Interest Periods at the applicable Interest Rate. Interest:

	(a)		accrues daily from and including the first day of an Interest Period to but excluding the last day of the Interest Period; and
	(b)		is payable in arrears on each relevant Interest Payment Date; and

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(c) is calculated on actual days elapsed and a year of 360 days.

4.2 Selection of Interest Period

An Interest Period for a Drawing is:

	(a)		for the first Interest Period, the period specified in the Drawdown Notice for that Drawing; and
	(b)		for each subsequent Interest Period, a period notified in a Selection Notice given by the Obligors’ Agent to the Financier on the Business Day before the last day of the current Interest Period. However, in each case, the specified period must be one that is set out in the Details. If the Obligors’ Agent does not give correct notice, the subsequent Interest Period is the same length as the Interest Period which immediately precedes it (or it is the period until the Maturity Date, if that is shorter than the preceding Interest Period).

4.3 When Interest Periods begin and end

(a) An Interest Period for a Drawing begins:

	(i)		for the first Interest Period, on its Drawdown Date; and
	(ii)		for each subsequent Interest Period, on the day when the preceding Interest Period for the Drawing ends.

	(b)		An Interest Period which would otherwise end on a day which is not a Business Day ends on the next Business Day (unless that day falls in the following month, in which case the Interest Period ends on the previous Business Day). However, an Interest Period which would otherwise end after the Maturity Date ends on the Maturity Date.
	(c)		If an Interest Period of one or a number of months commences on a date in a month for which there is no corresponding date in the month in which the Interest Period is to end, it will end on the last Business Day of the latter month.

4.4 Limit on Interest Periods

In selecting Interest Periods under clause 4.2 (“Selection of Interest Period”), the Obligors’ Agent must ensure that there are no more than 5 different Interest Periods at any one time.

4.5 Notification of interest

Interest on a Drawing is payable in immediately available funds.

The Financier will notify the Obligors’ Agent of the interest rates determined under this agreement as soon as they are ascertained. Failure to do so will not affect the obligations of the Borrower in any way.

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4.6 Market disruption

If a Market Disruption Event occurs in relation to a Drawing for any Interest Period, then the Interest Rate on that Drawing for the Interest Period shall be the rate per annum which is the sum of:

	(a)		the Margin; and
	(b)		the rate notified by the Financier as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the Financier of funding its participation in that Drawing from whatever source it may reasonably select.

4.7 Alternative basis of interest or funding

	(a)		If a Market Disruption Event occurs and the Financier or the Borrower so requires, the Financier and the Obligors’ Agent shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.
	(b)		Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of the Financier and the Obligors’ Agent, be binding on each of them and the Borrower.
	(c)		For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the thirty day period, the rate of interest shall continue to be determined in accordance with the terms of this agreement.

5		Repaying and prepaying
5.1		Repayment

	(a)		The Borrower agrees to repay the total of the Drawings and all interest and other amounts (including default interest) which have accrued or which are otherwise payable (but unpaid) in respect of this agreement on the Maturity Date.
	(b)		The Obligors’ Agent must provide a written Repayment Notice to the Financier by 11:00am (Sydney time) at least 2 Business Days prior to the Maturity Date (or such later time as the Financier may agree), but failure to do so is without prejudice to the obligations of the Borrower under clause 5.1(a) above.

5.2 Prepayment

The Borrower may prepay all or part of a Drawing as follows:

	(a)		if only part of a Drawing is prepaid, it must be at least US$1,000,000 and a whole multiple of US$500,000, or such lesser amount as may be agreed by the Financier (at its discretion) from time to time; and
	(b)		the Borrower must also pay all accrued (but unpaid) interest on that Drawing; and

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(c) the Obligors’ Agent must provide a written Prepayment Notice to the Financier at least 10 Business Days prior to the date of the requested prepayment (as at close of business Sydney time) (once given, a notice of prepayment is irrevocable and the Borrower is obliged to prepay in accordance with the notice).

If the prepayment is made on an Interest Payment Date for the Drawing to be prepaid, no Break Costs are payable. However, if the Borrower prepays on a day other than the Interest Payment Date for the Drawing to be prepaid and the Financier incurs any Break Costs as a result of such prepayment, then the Borrower will be liable for Break Costs (if any) under clause 12 (“Costs and indemnities”) of the Common Terms Deed Poll.

5.3 Prepayment and the Facility Limit

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

6		Payments
6.1		Payment by direction

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

6.2 Amount Owing

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

6.3 Application of payments — pre-default

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

6.4 Application of payments — post-default

If an Event of Default subsists, the Financier may apply amounts paid by the Borrower towards satisfaction of the Borrower’s obligations under the Financing Documents in the manner it sees fit, unless the Financing Documents expressly provide otherwise. This appropriation overrides any purported appropriation by the Borrower or any other person.

7 Cancellation

The Obligors’ Agent may cancel the Undrawn Facility Limit in whole or in part at any time during the Availability Period by notifying the Financier in writing at least 2 Business Days prior to the date the cancellation is to take effect. A partial cancellation must be at least US$1,000,000, unless the Financier agrees otherwise. Once given, the notice is irrevocable. The Facility Limit is reduced by the amount of any cancellation.

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The Facility Limit is automatically cancelled at 5:30pm (Sydney time) on the last day of the Availability Period.

8		Fees
9		[•]Financier representation

The Financier represents that it is [company from which redeemable funds will be obtained in an amount of at least EUR 50,000 (or the equivalent in another currency) and accordingly it is] a PMP within the meaning of this agreement as at the date of execution of this agreement.

The Borrower acknowledges that in making this representation the Financier relies on, and has not independently investigated, the definition of PMP set out in the Common Terms Deed Poll.

10 Interest on overdue amounts

This clause applies despite the provisions of the Common Terms Deed Poll.

10.1 Obligation to pay

If the Borrower does not pay any amount under or in respect of this agreement (including an amount of interest payable under this clause 10.1) on the due date for payment, the Borrower must pay interest on that amount at the Default Rate. The interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 360 days.

The Borrower must pay interest under this clause to the Financier on demand from the Financier on the last Business Day of each calendar month.

10.2 Compounding

Interest payable under clause 10.1 (“Obligation to pay”) which is not paid when due for payment may be added to the overdue amount by the Financier on the last Business Day of each calendar month. Interest is payable on the increased overdue amount at the Default Rate in the manner set out in clause 10.1 (“Obligation to pay”).

10.3 Interest following judgment

If a liability becomes merged in a judgment, the Borrower must pay interest on the amount of that liability as an independent obligation. This interest:

	(a)		accrues daily from (and including) the date the liability becomes due for payment both before and after the judgment up to (but excluding) the date the liability is paid; and
	(b)		is calculated at the judgment rate or the Default Rate (whichever is higher).

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11 Money Laundering

The Borrower agrees that the Financier may delay, block, or refuse to make any payment if the Financier believes on reasonable grounds that making that payment will breach any law in Australia or any other country where such payment is to be made, and the Financier will incur no liability to the Borrower if it does so.

The Borrower agrees to provide all information to the Financier that the Financier reasonably requires to comply with any law in Australia or any other country. The Borrower agrees the Financier may disclose information which it provides to the Financier where required by any law in Australia or any other country.

Unless the Borrower has disclosed that it is acting in a trustee capacity or on behalf of another party, the Borrower warrants that it is acting on its own behalf in applying for and using any of the Financier’s products or services.

The Borrower declares and undertakes to the Financier that the payment of monies by the Financier in accordance with any written instructions given by the Borrower will not breach any law in Australia or any other country where such money is to be paid.

EXECUTED as an agreement.

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Xxxxx Xxxxxx — 364-day Facility Agreement

Schedule 1 — Drawdown Notice (clause 3)

To:     [                  ]

Attention:       [                  ]

Fax:                [                  ]

[Date]

Drawdown Notice — Xxxxx Xxxxxx — 364-day Facility Agreement dated [       ] November 2008 between Xxxxx Xxxxxx International Finance B.V. (“Borrower” and “Obligors’ Agent”) and [•] (“Financier”) (“Facility Agreement”)

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

The Borrower wants to borrow under the Facility.

•		The requested Drawdown Date is [•].2
•		The amount of the proposed drawdown is US$[•].
•		The requested first Interest Period is [•].
•		The proposed drawdown is to be paid to:

	Account number:		[•]
	Account name:		[•] Bank:		[•] Branch:		[•] Branch identifying
			number (Fedwire, BSB, etc):				[•]

Representations and Warranties

The Borrower represents and warrants that:

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

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

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

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

Yours faithfully

[Name of person] being
an Authorised Officer of
Xxxxx Xxxxxx International Finance B.V.
as Obligors’ Agent (with corporate seat in Amsterdam)

Instructions for completion

1		All items must be completed.
2		Must be a Business Day within the Availability Period.

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Xxxxx Xxxxxx — 364-day Facility Agreement

Schedule 2 — Selection Notice (clause 4.2)

To:     [•]

Attention:		[•]
Fax:		[•]]
[Date]

Selection Notice — Xxxxx Xxxxxx — 364-day Facility Agreement dated [     ] November 2008 between Xxxxx Xxxxxx International Finance B.V. (“Borrower” and “Obligors’ Agent”) and [•] (“Financier”) (“Facility Agreement”)

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

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

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

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

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

Yours faithfully,

[Name of person] being

an Authorised Officer of

Xxxxx Xxxxxx International Finance B.V.

as Obligors’ Agent (with corporate seat in Amsterdam)

Instructions for completion

1 To be an Interest Period set out in the Details

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Xxxxx Xxxxxx — 364-day Facility Agreement

Schedule 3 — Repayment Notice (clause 5.1)

[name]
[address]

Tel [insert]
Fax [insert]

To:		[•]
Attention:		[•]
Fax:		[•]

[Insert date]

Repayment Notice — Xxxxx Xxxxxx — 364-day Facility Agreement dated [•] 2008 between Xxxxx Xxxxxx International Finance B.V. (“Borrower” and “Obligors’ Agent”) and [•] (“Financier”) (“Facility Agreement”)

Terms defined in the Facility Agreement have the same meaning when used in this notice and where not otherwise defined in this notice.

Under clause 5.1 (“Repayment”) of the Facility Agreement, the Obligors’ Agent gives notice as follows:

The Borrower wants to repay under the Facility Agreement in accordance with clause 5.1 (“Repayment”) of the Facility Agreement.

• Repayment date:     [•]

• The amount of the repayment: US$[•]

• Principal maturing:   US$[•]

• This repayment [will/will not] trigger any Break Costs under clause 5.2 (“Prepayment”) of the Facility Agreement.

Yours faithfully

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[Name of person] being

an Authorised Officer of

Xxxxx Xxxxxx International Finance B.V.

as Obligors’ Agent (with corporate seat in Amsterdam)

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Xxxxx Xxxxxx — 364-day Facility Agreement

Schedule 4 — Prepayment Notice (clause 5.2)

[name]
[address]

Tel [insert]
Fax [insert]

To:		[•]
Attention:		[•]
Fax:		[•]

[Insert date]

Prepayment Notice — Xxxxx Xxxxxx — 364-day Facility Agreement dated [•] 2008 between Xxxxx Xxxxxx International Finance B.V. (“Borrower” and “Obligors’ Agent”) and [•] (“Financier”) (“Facility Agreement”)

Terms defined in the Facility Agreement have the same meaning when used in this notice and where not otherwise defined in this notice.

Under clause 5.2 (“Prepayment”) of the Facility Agreement, the Obligors’ Agent gives notice as follows:

The Borrower wants to prepay under the Facility Agreement in accordance with clause 5.2 (“Prepayment”) of the Facility Agreement.

• Prepayment date:     [•]

• The amount of the prepayment (including any accrued but unpaid interest): US$[•]

• This repayment [will/will not] not trigger any Break Costs under clause 5.2 (“Prepayment”) of the Facility Agreement.

Yours faithfully

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[Name of person] being

an Authorised Officer of

Xxxxx Xxxxxx International Finance B.V.

as Obligors’ Agent (with corporate seat in Amsterdam)

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Xxxxx Xxxxxx — 364-day Facility Agreement

Signing page

DATED: [•] 2008

Borrower and Obligors’ Agent

SIGNED by

and

as attorneys for XXXXX XXXXXX INTERNATIONAL FINANCE B.V. under power of attorney dated

in the presence of:



  Signature of witness


  Name of witness (block letters) )
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  By executing this agreement each attorney states that the attorney has received no notice of revocation of the power of attorney

Financier

SIGNED by

as attorney for [•]under power of attorney dated

in the presence of:




  Signature of witness


  Name of witness (block letters) )
)
)
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  By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney

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