Exhibit 2.10

Amending Deed — Guarantee Trust Deed

Dated 6 October 2009

James Hardie Industries N.V. (“JHINV”)
AET Structured Finance Services Pty Limited (“Guarantee Trustee”)

Mallesons Stephen Jaques
Level 61
Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
T +61 2 9296 2000
F +61 2 9296 3999
DX 113 Sydney
www.mallesons.com
Ref: 02-5501-6101

Amending Deed — Guarantee Trust Deed
Contents

Details			1
General terms			3
1 Interpretation			3
2 Confirmations and acknowledgement			4
2.1 Confirmation in relation to definition of “JHINV”			4
2.2 Confirmation in relation to definition of “Fund Guarantee”			4
2.3 Confirmation			4
2.4 Acknowledgement from Guarantee Trustee			4
2.5 Beneficiary Nomination Letter			5
2.6 Conflict			5
2.7 Consideration			5
3 Amendments			6
4 Costs			6
5 General			6
6 Counterparts			6
7 Governing law			6
8 Guarantee Trustee limitation of liability			6
Schedule 1 — Novation Date Amendments			7
Signing page			11

© Mallesons Stephen Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		i

Amending Deed — Guarantee Trust Deed

Details

Parties		JHINV and the Guarantee Trustee
JHINV		Name		James Hardie Industries N.V. a limited liability company incorporated in The Netherlands
		ARBN		097 829 895
		Address		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 Ltd in its capacity as trustee for the Beneficiaries under the Guarantee Trust
		ABN		12 106 424 088
		Address		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 Europaea and 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 Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		1

		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 that
		upon 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 Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		2

Amending Deed — Guarantee Trust Deed

General terms

1		Interpretation
		Clause 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 Paper means 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.
		CTDP means the document entitled “James Hardie — Common Terms Deed Poll” dated 20 February 2008 between JHIF, James Hardie Building Products, Inc. and JHINV.
		Facility Agreements has the meaning given to that term in the CTDP.
		Guarantee Trust Deed means the document entitled “James Hardie — Guarantee Trust Deed” dated 19 December 2006 between JHINV and the Guarantee Trustee.
		Irish Registration Date means the date on which JHISE is registered by the Registrar of Companies of Ireland as having its registered office in Ireland.
		JHISE means JHINV once it has converted from its present corporate form as a Dutch NV (Naamloze Vernootschap) into an SE (Societas Europaea).
		Novation Date means the Effective Date as defined in the Novation Deed.
		Novation Deed means 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 Guarantee means 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 Date means the date on which JHINV is registered as a “Societas Europaea” on the Dutch Trade Register pursuant to European Union Council Regulation 2157/2001.

© Mallesons Stephen Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		3

		Transaction Document has the meaning given to that term in the CTDP.
2		Confirmations and acknowledgement
2.1		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		Confirmation
		JHINV 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 Trustee
		The 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 Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		4

	(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 Letter
		Each 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		Conflict
		If there is a conflict between the Guarantee Trust Deed and this deed, the terms of this deed prevail.
2.7		Consideration
		This 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.

© Mallesons Stephen Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		5

3		Amendments
		As from the Novation Date, the Guarantee Trust Deed is amended as set out in schedule 1.
4		Costs
		Clause 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		General
		Clause 26 (“Notices”) of the Guarantee Trust Deed applies to this deed as if it was fully set out in this deed.
6		Counterparts
		This 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 law
		This 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 liability
		Clause 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 as a deed

© Mallesons Stephen Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		6

Amending Deed — Guarantee Trust Deed

Schedule 1 — Novation Date Amendments

The Guarantee Trust Deed is amended as follows:

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 means 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 Guarantor, James Hardie 117 Pty Limited (formerly known as LGTDD Pty Limited), 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).”.

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 means the instrument entitled “Parent Guarantee” dated 21 November 2006 between the Fund Trustee, the NSW Government and the Guarantor as amended by an amending deed executed by the Guarantor on [#] 2009.”.

6

The definition of “Government Agency” in clause 1.1 (“Definitions”) is deleted and replaced with the following:

“Government Agency means any government or any governmental, semi governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity having jurisdiction

© Mallesons Stephen Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		7

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 Revenue Commissioners, in each case to the extent applicable.”.

7

The definition of “Insolvency Official” in clause 1.1 (“Definitions”) is deleted and replaced with the following:

“Insolvency Official means a custodian, receiver, receiver and manager, trustee, liquidator, provisional liquidator, administrator, examiner or any other officer appointed in connection with the Insolvency of the Guarantor and includes, without limitation:

(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 means the date on which the Guarantor is registered by the Registrar of Companies of Ireland as having its registered office in Ireland.”.

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 Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		8

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		49 097 829 895
		Address		[#]
		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 Agency means 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 Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		9

	–		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:

“In respect of a person that is established under Irish law, Winding Up includes, without limitation, its dissolution [or the granting of an order bringing forward of a scheme of arrangement].”;

–

clause 18.4 (“Set-off) is amended by replacing the words “Dutch law” in the final line with the words “applicable law”.

© Mallesons Stephen Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		10

Amending Deed — Guarantee Trust Deed

Signing page

DATED:		2009
EXECUTED by			) ) ) )
as attorney for, and			)			/s/ Marcin Firek
SEALED AND DELIVERED as 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			)			Attorney
Signature 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

The Common Seal of AET Structured Finance Services Pty Limited ABN 12 106 424 088 was affixed with the authority of:

/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 Jaques 10048357_2			Amending Deed – Guarantee Trust Deed 1 October 2009		11