Exhibit 2.10
 
   JHINV  Guarantee Trustee
 Mallesons Stephen Jaques




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Amending Deed  Guarantee Trust Deed
 Details
    
    
    1General terms
    
    
    31 Interpretation
    
    
    32 Confirmations and acknowledgement
    
    
    42.1 Confirmation in relation to definition of JHINV
    
    
    42.2 Confirmation in relation to definition of Fund Guarantee
    
    
    42.3 Confirmation
    
    
    42.4 Acknowledgement from Guarantee Trustee
    
    
    42.5 Beneficiary Nomination Letter
    
    
    52.6 Conflict
    
    
    52.7 Consideration
    
    
    53 Amendments
    
    
    64 Costs
    
    
    65 General
    
    
    66 Counterparts
    
    
    67 Governing law
    
    
    68 Guarantee Trustee limitation of liability
    
    
    6Schedule 1  Novation Date Amendments
    
    
    7Signing page
    
    
    11
 © Mallesons Stephen Jaques10048357_2
    
    
    Amending Deed  Guarantee Trust Deed 1 October 2009
    
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Amending Deed  Guarantee Trust Deed
  Parties
    
    JHINVand the Guarantee TrusteeJHINV
    
    Name
    
    James Hardie Industries N.V.a limited
liability company incorporated in The
NetherlandsARBN
    
    097 829 895Address
    
    Atrium, 8th floor,
Strawinskylaan 3077, 1077ZX Amsterdam, The
Netherlands (with its Australian registered
office at Level 3, 22 Pitt Street, Sydney in the
State of New South Wales)Guarantee
Trustee
    
    Name
    
    AET Structured Finance Services Pty Ltdin
its capacity as trustee for the Beneficiaries
under the Guarantee TrustABN
    
    12 106 424 088Address
    
    Level 22, 207 Kent Street, Sydney, NSW, 2000
 Recitals
    
    A
    
    JHINV and the Guarantee Trustee are parties to one or more Transaction
Documents.B
    
    JHINV intends to transform its status to a Societas Europaea and
subsequently to transfer its corporate domicile from The Netherlands to the
Republic of Ireland (together, the Redomicile Transaction).C
    
    JHINV has confirmed to the Guarantee Trustee that pursuant to European Union
Council Regulation No 2157/2001 (SE Regulation), the Third Council Directive
(78/855/EEC) on mergers of public limited liability companies and relevant
provisions of the Dutch Civil Code and Irish statute, JHINV will remain the
same legal entity throughout and following the Redomicile Transaction and that
upon the transfer of JHINVs corporate domicile to the Republic of Ireland
(then having the form of a Societas Europaeaand known as JHISE), it will be
treated as if it were an Irish public limited liability company governed by
Irish law (as supplemented by the provisions of the SE Regulation).D
    
    It is the intention of JHINV that the Transaction Documents continue in full
force and effect during and after the Redomicile Transaction and that the legal
rights and obligations JHINV and the other parties to the Transaction Documents
are not prejudiced by the Redomicile Transaction.
 © Mallesons Stephen Jaques10048357_2
    
    
    Amending Deed  Guarantee
Trust Deed 1 October 2009
    
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E
    
    JHINV has confirmed to the Guarantee Trustee that, in connection with the
Redomicile Transaction, James Hardie International Finance B.V. (JHIF)
intends to:(i)
    
    transfer all its intellectual property assets to James Hardie Technology
Limited (JHT), a Bermudan incorporated wholly owned subsidiary of JHIFL that
would be resident in the Republic of Ireland for tax purposes (IP Transfer);
and(ii)
    
    transfer its entire internal and external loan portfolio and other assets
to James Hardie International Finance Limited (JHIFL), an Irish incorporated
wholly owned subsidiary of JHINV; and(iii)
    
    novate to JHIFL all its rights and obligations to the Creditors (as
defined in the CTDP) under the Transaction Documents,(together, the Treasury / IP Transfer), and thatupon completion of the Treasury / IP Transfer, JHIF will no longer have any
finance and treasury responsibilities for the James Hardie Group and JHIFL will
thereafter undertake all the finance and treasury functions currently performed
by JHIF.F.
    
    Each party enters into this deed:(i)
    
    to confirm that it continues to be bound by the Transaction Documents to
which it is party during the course of the Redomicile Transaction, after
completion of each part of the Redomicile Transaction (even if subsequent parts
are not completed) and after full implementation of the Redomicile Transaction;
and(ii)
    
    to amend some of the Transaction Documents to reflect certain aspects of
the JHINVs status after full implementation of the Redomicile Transaction; and(iii)
    
    to agree the form of amendments proposed to be made to the Guarantee
Trust Deed.Date of
Amending Deed
    
    6 October 2009
 © Mallesons Stephen Jaques10048357_2
    
    
    Amending Deed  Guarantee
Trust Deed 1 October 2009
    
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Amending Deed  Guarantee Trust Deed
  1
    
    InterpretationClause 1 (Interpretation) of the 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:Amending Agreement (Parent Guarantee)means the document entitled Amending Agreement
(Parent Guarantee) dated 23 June 2009 between JHINV, the State of New South Wales and
Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos
Injuries Compensation Fund.Briefing Papermeans the document entitled James Hardie: Final Briefing Paper for
Financiers and Guarantee Trustee regarding domicile proposal dated 16 June 2009 prepared
by the Guarantor and its advisers and provided to the Guarantee Trustee.CTDPmeans the document entitled James Hardie  Common Terms Deed Poll dated 20 February
2008 between JHIF, James Hardie Building Products, Inc. and JHINV.Facility Agreementshas the meaning given to that term in the CTDP.Guarantee Trust Deedmeans the document entitled James Hardie  Guarantee Trust Deed
dated 19 December 2006 between JHINV and the 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.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.Replacement Parent Guaranteemeans the document entitled Parent Guarantee dated 14
December 2006 between JHINV, the State of New South Wales and Asbestos Injuries
Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation
Fund.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.
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    Amending Deed  Guarantee
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Transaction Documenthas the meaning given to that term in the CTDP.2
    
    Confirmations and acknowledgement2.1
    
    Confirmation in relation to definition of JHINVEach party confirms that references to the Guarantor in the 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.
 2.2
    
    Confirmation in relation to definition of Fund GuaranteeEach party confirms that the definitions of Guarantee and Fund Guarantee for the
purposes of the Intercreditor Deed and Guarantee Trust Deed respectively are, with effect
from the Irish Registration Date, references to the Replacement Parent Guarantee as
amended by the Amending Agreement (Parent Guarantee).2.3
    
    ConfirmationJHINV confirms for the benefit of Guarantee Trustee that:
 (a)
    
    it will continue to be bound by the Transaction Documents to which it is a
party (including, without limitation, the CTDP, the Guarantee Trust Deed and the
Intercreditor Deed) during the course of the Redomicile Transaction, after completion
of each part of the Redomicile Transaction (even if subsequent parts are not
completed) and after full implementation of the Redomicile Transaction and after
completion of each part of the Treasury / IP Transfer (even if subsequent parts are
not completed) and notwithstanding full implementation of the Treasury / IP Transfer;(b)
    
    other than as provided for in clause 3 (Amendments), the
Transaction Documents (including, without limitation, the CTDP, the Guarantee
Trust Deed and the Intercreditor Deed) remain in full force and effect,
notwithstanding the implementation of all or part of the Redomicile Transaction or
the Treasury / IP Transfer; and(c)
    
    the Guarantee Trust Deed will apply to the borrowings of JHIFL (as Debtor)
under the relevant Finance Documents (as novated pursuant to the Novation Deeds) and,
for the avoidance of doubt, the Guaranteed Moneys includes all amounts payable by
JHIFL under or in connection with the novated Finance Documents.
 2.4
    
    Acknowledgement from Guarantee TrusteeThe Guarantee Trustee agrees that, in accordance with the directions of the Beneficiaries:
 (a)
    
    the Redomicile Transaction (including each action outlined in the Briefing
Paper) will not:
 © Mallesons Stephen Jaques10048357_2
    
    
    Amending Deed  Guarantee
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(i)
    
    constitute an Insolvency Event, Insolvency or
Winding Up for the purposes of the Guarantee Trust Deed;(ii)
    
    constitute any other form of default under the
Transaction Documents to which the Guarantee Trustee is a party; or(iii)
    
    constitute any breach of the Transaction Documents by
JHINV, JHIF or any other party to them;
 (b)
    
    it will continue to be bound by the Transaction Documents to which it is a
party during the course of the Redomicile Transaction, after completion of each part
of the Redomicile Transaction (even if subsequent parts are not completed) and after
full implementation of the Redomicile Transaction; and(c)
    
    other than as provided for in clause 3 (Amendments), the
Transaction Documents remain in full force and effect, notwithstanding the
implementation of all or part of the Redomicile Transaction.
 2.5
    
    Beneficiary Nomination LetterEach party agrees (and in the case of the Guarantee Trustee, in accordance with the
directions of the Beneficiaries) that, on the Novation Date, the novation of all rights
and obligations of JHIF under the Transaction Documents to JHIFL pursuant to each Novation
Deed constitutes a Beneficiary Nomination Letter nominating:
 (a)
    
    each Transaction Document under which rights and obligations of JHIF are
novated to JHIFL as a Finance Document for the purposes of the Guarantee Trust
Deed;(b)
    
    each document named or referred to as a Transaction Document for the
purposes of the CTDP as a Finance Document for the purpose of the Guarantee Trust
Deed; and(c)
    
    the Financier (as defined in each Novation Deed) as a Beneficiary
pursuant to each such Finance Document,
 in the same terms as the existing Beneficiary Nomination Letters in respect of each
Transaction Document under which rights and obligations of JHIF are novated to JHIFL
(except that references to JHIF are to be read and construed as references to JHIFL).This clause operates as a deed poll in favour of each Beneficiary.2.6
    
    ConflictIf there is a conflict between the Guarantee Trust Deed and this deed, the terms of this
deed prevail.2.7
    
    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.
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    Amending Deed  Guarantee
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3
    
    AmendmentsAs from the Novation Date, the Guarantee Trust Deed is amended as set out in schedule
1.4
    
    CostsClause 22.1 (What the Guarantor agrees to pay) of the 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  Intercreditor Deed dated 23 June
2009 between the Fund Trustee, the State of New South Wales, the Guarantor and the
Guarantor Trustee (the Amending Deed  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 26 (Notices) of the 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.8
    
    Guarantee Trustee limitation of liabilityClause 1.6 (Guarantee Trustees limitation of liability) of the Guarantee Trust
Deed applies to this deed as if fully set out in this deed.
 EXECUTED
 © Mallesons Stephen Jaques10048357_2
    
    
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Amending Deed  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, Amsterdam (up to the Irish Registration Date)
and Dublin (as from the Irish Registration Date) and any other place or
places specified in the relevant Finance Document..
 2
    
    The definition of Excluded Tax in clause 1.1 (Definitions) is amended by deleting
paragraph (b) and replacing it with the following paragraph:
 (b)
    
    a Tax which would not be required to be deducted by the
Guarantor if, before the Guarantor makes a relevant payment, the relevant
Beneficiary provided the Guarantor with written confirmation as to any of
its name, address, registration number, (in the case of a Beneficiary that
is a company) country of residence for tax purposes or similar details or
any relevant tax exemption or similar details.
 3
    
    The definition of Final Funding Agreement in clause 1.1 (Definitions) is deleted and
replaced with the following definition of AFFA (in alphabetical order):
 AFFA
 4
    
    All references to Final Funding Agreement in the Guarantee Trust Deed are deleted and
replaced with AFFA.5
    
    The definition of Fund Guarantee is deleted and replaced with the following:
 Fund Guarantee
 6
    
    The definition of Government Agency in clause 1.1 (Definitions) is deleted and replaced
with the following:
 Government Agency
 © Mallesons Stephen Jaques10048357_2
    
    
    Amending Deed  Guarantee Trust Deed 1 October 2009
    
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7
    
    The definition of Insolvency Official in clause 1.1 (Definitions) is deleted and replaced
with the following:
 Insolvency Official
 (a)
    
    if the Guarantor is established in the Netherlands:
 (i)
    
    a receiver in bankruptcy (curator), an
administrator (bewindvoerder);(ii)
    
    a liquidator (vereffenaar) appointed in
connection with a Winding Up under Dutch law; and(iii)
    
    where the context so requires, a
supervisory judge or a court of competent jurisdiction in respect
of the Insolvency of the Guarantor; and
 (b)
    
    if the Guarantor is established in the Republic of
Ireland:
 (i)
    
    a receiver or an examiner;(ii)
    
    a liquidator appointed in connection
with a Winding Up under Irish law; and(iii)
    
    where the context so requires, a
supervisory judge or a court of competent jurisdiction in respect
of the Insolvency of the Guarantor..
 8
    
    The definition of Insolvent in clause 1.1 (Definitions) is amended by inserting a new
paragraph (c) and re-numbering the subsequent paragraphs accordingly:
 (c)
    
    was established under Irish law and files a petition with
any court in Ireland in relation to its liquidation, the bringing forward of
a scheme of arrangement or the appointment of an examiner;
 9
    
    Inserting the following definition of Irish Registration Date (in alphabetical order) in
clause 1.1 (Definitions):
 Irish Registration Date
 10
    
    The definition of Intercreditor Deed in clause 1.1 (Definitions) is amended by inserting
the words (as amended from time to time) after the word deed in the third line.
 © Mallesons Stephen Jaques10048357_2
    
    
    Amending Deed  Guarantee
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11
    
    The definition of Winding Up in clause 1.1 (Definitions) is amended by inserting the
words , Irish law after the words Dutch law (ontbinding) in paragraph (d).12
    
    Clause 4(b)(ii) (Termination) is amended by inserting the words (if the Guarantor is
established in the Netherlands) or the Republic of Ireland (if the Guarantor is established in
the Republic of Ireland) after the word Netherlands in the second line.13
    
    Clause 27.4 (Set-off) is amended by replacing the words Dutch law in the final line with
the words applicable law.14
    
    Schedule 2 (Form of Replacement Guarantee) is amended by:
 
    
    deleting the details of the Guarantor and replacing them with the following:
 Guarantor
    Name
    
    James Hardie Industries S.E.[Corporate
seat]
    
    [Amsterdam / Dublin]Registered
Number
    
    [34106455 / [#]]ABN
    
    49 097 829 895Address
    
    [#]Fax
    
    [#]Attention
    
    Managing Director and
Company Secretary
 
    
    the definition of Excluded Tax in clause 1.1 (Definitions) is amended by
deleting paragraph (b) and replacing it with the following paragraph:
 (b)
    
    a Tax which would not be required to be deducted by
the Guarantor if, before the Guarantor makes a relevant payment, the
Financier provided the Guarantor with written confirmation as to any of
its name, address, registration number, (in the case of a Financier that
is a company) country of residence for tax purposes or similar details or
any relevant tax exemption or similar details.
 
    
    the definition of Government Agency in clause 1.1 (Definitions) is deleted and
replaced with the following:
 Government Agencymeans 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 James Hardie Group Member and, for the avoidance of
doubt, includes, without limitation, the Australian Taxation Office, the US
Internal Revenue Service, the Dutch tax authorities and the Irish tax
authorities, in each case to the extent applicable.;
 © Mallesons Stephen Jaques10048357_2
    
    
    Amending Deed  Guarantee
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
    
    the definition of Insolvent in clause 1.1 (Definitions) is amended by
inserting the words and in respect of a person established under Irish law, a filing
of a petition by it with any court in Ireland in relation to its liquidation, the
bringing forward of a scheme of arrangement or the appointment of an examiner at the
end of paragraph (b);
    
    the definition of Winding Up in clause 1.1 (Definitions) is amended by
inserting the following paragraph at the end of the definition:
 Winding Up
 
    
    clause 18.4 (Set-off) is amended by replacing the words Dutch law in the final
line with the words applicable law.
 © Mallesons Stephen Jaques10048357_2
    
    
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Amending Deed  Guarantee Trust Deed
   DATED:
    
    2009EXECUTEDby
    
    
    )
)
)
)as attorney for, and
    
    
    )
    
    
    /s/ Marcin FirekSEALED AND DELIVEREDas a deed by,
JAMES HARDIE INDUSTRIES N.V.in the
presence of:
    
    
    )
)
)
    
    
    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
deed)/s/ Shane Grimes
    
    
    )
    
    
    AttorneySignature of witness
    
    
    )
    
    
    Position)Shane Grimes
    
    
    )Name of witness (block letters)
    
    
    )))
    
    
    /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 deed))
    
    
    Attorney)
    
    
    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 Jaques10048357_2
    
    
    Amending Deed  Guarantee Trust Deed 1 October 2009
    
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