Exhibit 2.12
 
   Performing Subsidiary
 Undertaking and Guarantee Trustee
 Mallesons Stephen Jaques




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Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
 Details
    
    
    1General terms
    
    
    21 Interpretation
    
    
    22 Confirmations and acknowledgement
    
    
    22.1 Confirmation in relation to definition of JHINV
    
    
    22.2 Confirmation
    
    
    32.3 Conflict
    
    
    32.4 Consideration
    
    
    33 Amendments
    
    
    34 Costs
    
    
    35 General
    
    
    36 Counterparts
    
    
    37 Governing law
    
    
    38 Guarantee Trustee limitation of liability
    
    
    4Schedule 1  Irish Registration Date Amendments
    
    
    5Signing page
    
    
    6
 © Mallesons Stephen Jaques10048362_2
    
    
    Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
1 October 2009
    
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Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
 Parties
    
    Performing Subsidiaryand the Undertaking and Guarantee
TrusteePerforming Subsidiary
    
    Name
    
    James Hardie 117 Pty Limited (formerly known as LGTDD Pty Limited)ABN
    
    30 116 110 948Address
    
    Level 3, 32 Pitt Street, Sydney, NSW, 2000Undertaking
and Guarantee
Trustee
    
    Name
    
    AET Structured Finance Services Pty Ltdin
its capacity as undertaking and guarantee
trustee for the Beneficiaries under the TrustABN
    
    12 106 424 088Address
    
    Level 22, 207 Kent Street, Sydney, NSW, 2000Recitals
    
    The Performing Subsidiary and the Undertaking and Guarantee
Trustee are parties to the Performing Subsidiary Undertaking and
Guarantee Trust Deed and wish to amend the Performing Subsidiary
Undertaking and Guarantee Trust Deed on the terms set out in this
deed.Date of Amending Deed
    
    6 October 2009
 © Mallesons Stephen Jaques10048362_2
    
    
    Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
1 October 2009
    
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Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
 1
    
    InterpretationClause 1 (Interpretation) of the Performing Subsidiary Undertaking and Guarantee
Trust Deed applies to this deed as if it was fully set out in this deed.These meanings apply unless the contrary intention appears:Performing Subsidiary Undertaking and Guarantee Trust Deedmeans the document entitled
James Hardie  Performing Subsidiary Undertaking and Guarantee Trust Deed dated 19
December 2006 between the Performing Subsidiary and the Undertaking and Guarantee Trustee.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., a limited liability company incorporated in The
Netherlands.JHISEmeans JHINV once it has converted from its present corporate form as a Dutch NV
(Naamloze Vernootschap) into an SE (Societas Europaea).Novation Datemeans the Effective Date as defined in the Novation Deed.Novation Deedmeans a deed substantially in the form set out in Annexure B of the Deeds of
Confirmation dated 23 June 2009 between James Hardie Industries N.V., James Hardie
International Finance B.V., James Hardie Building Products, Inc. and financiers to James
Hardie Group.SE Transformation Datemeans the date on which JHINV is registered as a Societas
Europaea on the Dutch Trade Register pursuant to European Union Council Regulation
2157/2001.Trustmeans the Performing Subsidiary Undertaking and Guarantee Trust established by
clause 5.1 of the Performing Subsidiary Undertaking and Guarantee Trust Deed.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 Undertaking and Guarantee Trust 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.
 © Mallesons Stephen Jaques10048362_2
    
    
    Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
1 October 2009
    
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2.2
    
    ConfirmationEach party confirms that, other than as provided for in clause 3 (Amendments), the
Performing Subsidiary Undertaking and Guarantee Trust 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.2.3
    
    ConflictIf there is a conflict between the Performing Subsidiary Undertaking and Guarantee Trust
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 Novation Date, the Performing Subsidiary Undertaking and Guarantee Trust
Deed is amended as set out in schedule 1.4
    
    CostsClause 23.1 (What the Performing Subsidiary agrees to pay) of the Performing
Subsidiary Undertaking and Guarantee Trust Deed applies to this deed as if it was fully
set out in this deed but as if all references to this deed were to this deed and to the
Amending Deed  Performing Subsidiary Intercreditor Deed dated 23 June 2009 between the
Fund Trustee, the State of New South Wales, the Performing Subsidiary and the Guarantor
Trustee (the Amending Deed  Performing Subsidiary Intercreditor Deed).In addition, the Guarantor shall be responsible for and pay to the Guarantee Trustee on
demand all costs, charges, expenses, fees, disbursements incurred by external legal
counsel or advisers of the Guarantee Trustee in connection with the preparation,
negotiation and execution of this deed and/or the Amending Deed  Intercreditor Deed.5
    
    GeneralClause 27 (Notices) of the Performing Subsidiary Undertaking and Guarantee Trust
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.
 © Mallesons Stephen Jaques10048362_2
    
    
    Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
1 October 2009
    
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8
    
    Guarantee Trustee limitation of liabilityClause 1.5 (Undertaking and Guarantee Trustees limitation of liability) of the
Performing Subsidiary Undertaking and Guarantee Trust Deed applies to this deed as if
fully set out in this deed.
 EXECUTED
 © Mallesons Stephen Jaques10048362_2
    
    
    Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
1 October 2009
    
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Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
  1
    
    The definition of Business Day in clause 1.1 (Definitions) is amended by deleting
paragraph (c) and replacing it with the following paragraph:
 (c)
    
    for all other purposes, banks are open for general
banking business in Sydney and any other place or places specified in the
relevant Finance Document..
 2
    
    The definition of Final Funding Agreement in clause 1.1 (Definitions) is deleted and
replaced with the following definition of AFFA (in alphabetical order):
 AFFAmeans the document entitled Amended & Restated Final Funding Agreement in
respect of the provision of long term funding for compensation arrangements for
certain victims of Asbestos-related diseases in Australia dated 21 November 2006
between the JHINV, the Performing Subsidiary, the State of New South Wales and
the Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the
Asbestos Injuries Compensation Fund (as amended from time to time)..
 3
    
    All references to Final Funding Agreement in the Performing Subsidiary Undertaking and
Guarantee Trust Deed are deleted and replaced with AFFA.4
    
    Clause 28.4 (Set-off) is amended by deleting the words Dutch law in the fourth line and
replacing it with the laws of New South Wales, Australia.
 © Mallesons Stephen Jaques10048362_2
    
    
    Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
1 October 2009
    
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Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
 DATED:
    
    2009EXECUTEDby
as attorney for, andSEALED AND DELIVEREDas a deed by,
JAMES HARDIE 117 PTY LIMITEDin the
presence of:/s/ Shane Grimes
Signature of witnessShane Grimes
Name of witness (block letters)
    
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    /s/ Marcin Firek
By executing this deed the
attorney states that the
signatory has received no
notice of revocation of
the authority under which
the signatory signs this
deedAttorney

Position/s/ Bruce Potts

By executing this deed the
attorney states that the
signatory has received no
notice of revocation of
the authority under which
the signatory signs this
deedAttorney

Position
  /s/ Philip John Walter Joseph
    
    (signed)Philip John Walter Joseph
    
    (print name)Authorised Officer/s/ Glenn White
    
    (signed)Glenn White
    
    (print name)Authorised Officer
 © Mallesons Stephen Jaques10048362_2
    
    
    Amending Deed  Performing Subsidiary Undertaking and Guarantee Trust Deed
1 October 2009
    
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