FINANCING AGREEMENT for CEMEX, S.A.B. de C.V. with THE FINANCIAL INSTITUTIONS AND NOTEHOLDERS NAMED HEREIN as Participating Creditors and CITIBANK INTERNATIONAL PLC acting as Administrative Agent and WILMINGTON TRUST (LONDON) LIMITED acting as...

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CHANCE LLP

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Notices

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Calculations and Certificates

149

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Partial Invalidity

150

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Remedies and Waivers

150

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Amendments and Waivers

150

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Counterparts

152

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Governing Law

153

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Enforcement

153

SCHEDULE 1 The Original Parties

155

Part I

The Obligors

155

Part II

The Original Participating Creditors

157

Part III

The Creditors’ Representatives

172

SCHEDULE 2

Conditions Precedent

175

Part I

Initial Conditions Precedent

175

Part II

Conditions Precedent Required to be Delivered by an Additional Guarantor or an Additional Security Provider

181

SCHEDULE 3

Form of Participating Creditor Accession Undertaking

185

SCHEDULE 4

Form of Accession Letter

187

SCHEDULE 5

Form of Compliance Certificate

188

SCHEDULE 6

Existing Security and Quasi-Security

189

SCHEDULE 7

Material Subsidiaries

192

SCHEDULE 8

Proceedings Pending or Threatened

193

SCHEDULE 9

The Facilities

211

Part 1A

214

ENGLISH LAW FACILITIES

214

NEW YORK FACILITIES

221

SCHEDULE 10

Existing Financial Indebtedness

224

SCHEDULE 11

234

Part I

Form of Resignation Letter

234

Part II

Form of Resignation Letter (Australia)

236

SCHEDULE 12

Permitted Joint Ventures

238

SCHEDULE 13

Confidentiality Undertaking

239

SCHEDULE 14

Disposals

245

SCHEDULE 15

Hedging Parameters

247

SCHEDULE 16

Existing Guarantees

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CEMEX, S.A.B. de C.V. (the “Parent”);

THE SUBSIDIARIES of the Parent listed in Part I of Schedule 1 (The Original Parties) as borrowers or issuers (together with the Parent, the “Original Borrowers”);

THE SUBSIDIARIES of the Parent listed in Part I of Schedule 1 (The Original Parties) as guarantors (together with the Parent, the “Original Guarantors”);

THE SUBSIDIARIES of the Parent listed in Part I of Schedule 1 (The Original Parties) as security providers (the “Original Security Providers”);

THE FINANCIAL INSTITUTIONS AND NOTEHOLDERS listed in Part II (The Original Participating Creditors) of Schedule 1 as creditors (the “Original Participating Creditors”);

THE CREDITORS REPRESENTATIVES listed in Part III (The Creditors’ Representatives) of Schedule 1;

CITIBANK INTERNATIONAL PLC as administrative agent of the Finance Parties (other than itself) (the “Administrative Agent”); and

WILMINGTON TRUST (LONDON) LIMITED as security agent of the Secured Parties (the “Security Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by S&P or A- or higher by Fitch or A3 or higher by ▇▇▇▇▇’▇ or a comparable rating from an internationally recognised credit rating agency;

any other bank or financial institution in a jurisdiction in which a member of the Group conducts commercial operations where such member of the Group, in the ordinary course of trading, subscribes for certificates of deposit issued by such bank or financial institution; or

any other bank or financial institution approved by the Administrative Agent.

in the case of the Parent, Mexican FRS or, if adopted by the Parent in accordance with Clause 22.3 (Requirements as to financial statements), IFRS;

in the case of CEMEX España, Spanish GAAP or, if adopted by CEMEX España in accordance with Clause 22.3 (Requirements as to financial statements), IFRS; and

in the case of any other Obligor, the generally accepted accounting principles applying to it in the country of its incorporation or in a jurisdiction agreed to by the Administrative Agent or, if adopted by the relevant Obligor, IFRS.

in relation to an amount or Exposure denominated in the Base Currency, that amount or the amount of that Exposure; and

in relation to an amount or Exposure denominated in a currency other than the Base Currency, that amount or the amount of that Exposure converted into the Base Currency at:

for the purposes of determining the Majority Participating Creditors, the Super Majority Participating Creditors or the relevant proportion of Participating Creditors under paragraph (b) of Clause 24.28 (Equity Issuance and Securities Demand), the exchange rate displayed on the appropriate Reuters screen at or about 11:00 a.m. on the date on which such determination is made (or if the agreed page is replaced or services cease to be available, the Administrative Agent may specify another page or service displaying the appropriate rate after consultation with the Parent and the Participating Creditors); and

for all other purposes, the exchange rate displayed on the appropriate Reuters screen at or about 11:00 a.m. on the date which is five Business Days before that date (or if the agreed page is replaced or services cease to be available, the Administrative Agent may specify another page or service displaying the appropriate rate after consultation with the Parent and the Participating Creditors).

the interest (excluding any margin) which a Participating Creditor (other than a USPP Noteholder) should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

the amount of interest which that Participating Creditor would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

(in relation to any date for payment or lending or purchase of, or the determination of an interest rate or rate of exchange in relation to, a currency other than euro) the principal financial centre of the country of that currency; or

(in relation to any date for payment or lending or purchase of, or the determination of an interest rate or rate of exchange in relation to, euro) any TARGET Day.

certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

any investment in marketable debt obligations issued or expressly guaranteed by the government of Mexico, the United States of America (or any state thereof (including any political subdivision of such state)), the United Kingdom, any member state of the European Economic Area or any Participating Member State or any member state of NAFTA (or any other jurisdiction in which a member of the Group conducts commercial operations if that member of the Group makes investments in such debt obligations in the ordinary course of its trading) or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

commercial paper not convertible into or exchangeable for any other security:

for which a recognised trading market exists;

issued by an issuer incorporated in Mexico, the United States of America (or any state thereof (including any political subdivision of such state)), the United Kingdom, any member state of the European Economic Area or any Participating Member State or any member state of NAFTA (or any other jurisdiction in which a member of the Group makes investments in such debt obligations in the ordinary course of trading);

which matures within one year after the relevant date of calculation; and

which has a credit rating of either A-1 or higher by S&P or F1 or higher by Fitch or P-1 or higher by ▇▇▇▇▇’▇, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

any investment in money market funds which (i) have a credit rating of either A-1 or higher by S&P or F1 or higher by Fitch or P-1 or higher by ▇▇▇▇▇’▇, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above and (f) and (g) below and (iii) can be turned into cash on not more than 30 days’ notice; or

any deposit issued by any of Nacional Financiera, S.N.C., Banco Nacional de Comercio Exterior, S.N.C., Banco National de Obras y Sevicios Publicos, S.N.C. or any other development bank controlled by the Mexican government;

any other debt instrument rated “investment grade” (or the local equivalent thereof according to local criteria in a country in which any member of the Group conducts commercial operations and in which local pensions are permitted by law to invest) with maturities of 12 months or less from the date of acquiring such investment;

investments in mutual funds, managed by banks or financial institutions, with a local currency credit rating of at least MxAA by S&P or equivalent by any other reputable local rating agency, that invest principally in marketable direct obligations issued by the Mexican government, or issued by any agency or instrumentality thereof; and

any other debt security, certificate of deposit, commercial paper, ▇▇▇▇ of exchange, investment in money market funds or material funds approved by the Majority Participating Creditors,

the Rating satisfies two of the following (in each case, with a stable Outlook): (i) at least BBB- from S&P; (ii) at least Baa3 from ▇▇▇▇▇’▇; and (iii) at least BBB- from Fitch;

the Base Currency Amount of the Exposures of the Participating Creditors under the Facilities has been reduced by an aggregate amount equal to at least 50.96% of the aggregate Exposures (as at the Reference Date) of the Participating Creditors under the Facilities since the Reference Date;

the Consolidated Leverage Ratio for the two most recently completed Reference Periods in respect of which Compliance Certificates have been (or are required to have been) delivered under this Agreement was not greater than 3.50:1; and

no Default is continuing.

with respect to each of the Syndicated Bank Facilities, the person appointed as the agent of the creditors in relation to such Facility under the Existing Finance Documents relating to such Facility;

with respect to each other Core Bank Facility, the Participating Creditor with an Exposure under that Facility; and

with respect to each USPP Note, the Participating Creditor with an Exposure under that USPP Note.

the Financial Indebtedness described in Part I of Schedule 10 (Existing Financial Indebtedness) provided that the principal amount of such Financial Indebtedness does not increase above the principal amount outstanding as at the date of this Agreement (except by the amount of any capitalised interest under any facility or instrument that provided for capitalisation of interest on those terms as at the date of this Agreement) less the amount of any repayments and prepayments made in respect of such Financial Indebtedness;

the Financial Indebtedness described in Part II of Schedule 10 (Existing Financial Indebtedness) and any Short-Term Certificados Bursatiles, working capital or other operating facilities that replace or refinance such Financial Indebtedness;

the Financial Indebtedness described in Part III of Schedule 10 (Existing Financial Indebtedness) and any Capital Leases that replace (and relate to the same or similar assets as) such Financial Indebtedness;

the Financial Indebtedness described in Part IV of Schedule 10 (Existing Financial Indebtedness) and any Inventory Financing or factoring arrangements that replace (and relate to the same or similar assets as) such Financial Indebtedness; and

the Banobras Facility and any other facility that replaces or refinances such facility provided that any such replacement or refinancing facility is (i) with a development bank controlled by the Mexican Government or (ii) with any other financial institution to finance public works or infrastructure assets,

in relation to a Participating Creditor and a Syndicated Bank Facility or Bilateral Bank Facility, that Participating Creditor’s participation in Loans made under the relevant Facility at that time;

in relation to Participating Creditor and a Promissory Note, the principal amount owed to that Participating Creditor under that Promissory Note at that time; and

in relation to a Participating Creditor and a USPP Note, the principal amount owed to that Participating Creditor under that USPP Note at that time.

moneys borrowed and debit balances at banks or other financial institutions;

any acceptance under any acceptance credit or ▇▇▇▇ discounting facility (or dematerialised equivalent);

any amount raised pursuant to a note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument (including, without limitation, any perpetual bonds);

the amount of any liability in respect of any lease or hire purchase contract which would (in accordance with Applicable GAAP of the Parent) be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under Applicable GAAP of the Parent);

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the ▇▇▇▇-to-market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under Applicable GAAP of the Parent;

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 60 days after the date of supply;

any arrangement pursuant to which an asset sold or otherwise disposed of by that person may be re-acquired by a member of the Group (whether following the exercise of an option or otherwise) and any Inventory Financing;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under Applicable GAAP of the Parent; and

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (k) above.

any patents, trademarks, service marks, designs, business names, copyrights, design rights, data-base rights, inventions, knowhow and other intellectual property rights and interests, whether registered or unregistered; and

the benefit of all applications and rights to use such assets of each member of the Group.

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

the time barring of claims under the Limitation ▇▇▇ ▇▇▇▇ and the Foreign Limitation Periods ▇▇▇ ▇▇▇▇, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

any other matters which are set out as qualifications or reservations as to matters of law in the Legal Opinions.

in relation to a Syndicated Bank Facility or Bilateral Bank Facility, a loan made or to be made under such Facility or the principal amount outstanding for the time being of that loan; and

in relation to a Promissory Note, the Exposure of the Participating Creditors for the time being under that Promissory Note.

if, between the date of this Agreement and 30 June 2010, the Parent has not issued common equity securities to persons who are not members of the

if the Base Currency Amount of the Exposures of the Participating Creditors under the Facilities has not been reduced by an amount equal to at least 31.85% of the aggregate Exposures as at the Reference Date of the Participating Creditors under the Facilities (since the Effective Date) on or before 31 December 2010 (the “First Amortisation Target”) then, for the period from (and including) 1 January 2011 to (and including) the earlier of the Covenant Reset Date and the Termination Date, the Margin will be increased in accordance with the following:

if the difference between the First Amortisation Target and the amount by which the Base Currency Amount of the Exposures of the Participating Creditors under the Facilities has actually been reduced since the Effective Date (the “Actual Reduction Amount”) as at 31 December 2010 is less than half the difference between the First Amortisation Target and the amount equal to the “Cumulative Repayment Amount %” set out in the table in paragraph (a) of Clause 11.1 (the “Cumulative Repayment Amount”) for 15 December 2010, 0.50 per cent. per annum; or

if the difference between the First Amortisation Target and the Actual Reduction Amount as at 31 December 2010 is equal to or greater than half the difference between the First Amortisation Target and the Cumulative Repayment Amount for 15 December 2010, 1.00 per cent. per annum; and

if the Base Currency Amount of the Exposures of the Participating Creditors under the Facilities has not been reduced by an amount equal to at least 50.96% of the aggregate Exposures as at the Reference Date of the Participating Creditors under all the Facilities (since the Effective Date) on or before 31 December 2011 (the “Second Amortisation Target”) then, for the period from (and including) 1 January 2012 to (and including) the earlier of the Covenant Reset Date and the Termination Date, the Margin will be increased in accordance with the following:

if the difference between the Second Amortisation Target and the Actual Reduction Amount as at 31 December 2011 is less than half the difference between the Second Amortisation Target and the Cumulative Repayment Amount for 15 December 2011, 0.50 per cent. per annum; or

if the difference between the Second Amortisation Target and the Actual Reduction Amount as at 31 December 2011 is equal to or greater than half the difference between the Second Amortisation Target and the Cumulative Repayment Amount for 15 December 2011, 1.00 per cent. per annum.

the adjustments to the Margin under paragraphs (a), (b) and (c) above are cumulative; and

such adjustments will also apply to the USPP Note Interest Rate.

the business, property, assets, condition (financial or otherwise) or operations of the Group, taken as a whole; or

the rights or remedies of any Finance Party under the Finance Documents; or

the ability of any Obligor to perform its obligations under the Finance Documents or the validity or enforceability, effectiveness or ranking of any of the Transaction Security granted or purported to be granted under or pursuant to any of the New Finance Documents.

has total gross assets representing 5 per cent. or more of the total consolidated assets of the Group;

has revenues representing 5 per cent. or more of the consolidated turnover of the Group; and/or

has earnings before interest, tax, depreciation and amortisation calculated on the same basis as EBITDA, representing 5 per cent. or more of the consolidated EBITDA of the Group,

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

in relation to the Parent, its audited unconsolidated and consolidated financial statements for its Financial Year ended 31 December 2008 accompanied by an audit opinion of KPMG ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, S.C.;

in relation to CEMEX España, its audited consolidated financial statements for its financial year ended 31 December 2008; and

in relation to any other Borrower or Guarantor, its most recent annual financial statements (audited, if available).

any Original Participating Creditor; and

any person which has become a Party in accordance with Clause 27 (Changes to the Participating Creditors),

an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;

an acquisition of shares or securities pursuant to a Permitted Share Issue;

an acquisition of cash or securities which are Cash Equivalent Investments;

an acquisition to which a member of the Group is contractually committed as at the date of this Agreement, with the material terms of those acquisitions requiring consideration payable in excess of $10,000,000 being described in the list delivered to the Administrative Agent under paragraph 4(f) of Part I (Initial Conditions Precedent) of Schedule 2 (provided that there is no material change to the terms of such acquisition after the date of this Agreement);

the incorporation of a company which on incorporation becomes a member of the Group or which is a special purpose vehicle, whether a member of the Group or not;

an acquisition that constitutes a Permitted Joint Venture;

an acquisition of assets and, if applicable, cash, in exchange for other assets and, if applicable, cash, of equal or higher value provided that: (i) the cash element of any such acquisition must not be more than 20 per cent. of the aggregate consideration for the acquisition; and (ii) the maximum aggregate market value of the assets acquired pursuant to all such transactions must not be more than $100,000,000 (or its equivalent in any other currency) in any Financial Year;

any acquisition of shares of the Parent pursuant to an obligation in respect of any Executive Compensation Plan;

any other acquisition consented to by the Administrative Agent acting on the instructions of the Majority Participating Creditors;

an acquisition of shares in the Parent to the extent that a member of the Group has an obligation to deliver such shares to any holder(s) of convertible securities falling within paragraph (f)(i) of the definition of Permitted Financial Indebtedness pursuant to the terms of such convertible securities; and

any other acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) provided that the aggregate amount of the consideration for such acquisitions (when aggregated with the aggregate amount of Permitted Joint Ventures falling within paragraph (b)(iii)(1) of the definition of Permitted Joint Venture in that Financial Year) does not exceed $100,000,000 (or its equivalent in any other currencies) in any Financial Year.

of trading stock or cash made by any member of the Group in the ordinary course of trading of the disposing entity;

of any asset by a member of the Group (the “Disposing Company”) to another member of the Group (the “Acquiring Company”), but if:

the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor;

the Disposing Company had given Transaction Security over the asset, the Acquiring Company must give equivalent Transaction Security over that asset; and

the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor guaranteeing at all times an amount no less than that guaranteed by the Disposing Company,

of obsolete or redundant vehicles, machinery, parts and equipment in the ordinary course of trading;

of cash or Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

constituted by a licence of Intellectual Property in the ordinary course of trading;

to a Joint Venture, to the extent permitted by Clause 24.17 (Joint ventures);

arising as a result of any Permitted Security;

of any shares in a member of the Group (provided that all such shares in that entity owned by a member of the Group are the subject of the Disposal) or of any other asset, in each case on arm’s length terms and for full market value where:

no less than 85 per cent. of the consideration for the Disposal is payable to the Group in cash or Marketable Securities paid or received by a member of the Group at completion of the Disposal (provided that where a portion of that 85 per cent. is comprised of Marketable Securities, those Marketable Securities must be disposed of for cash to a person that is not a member of the Group within 90 days of completion);

if the aggregate consideration for the Disposal (when aggregated with the consideration for any related Disposals) is equal to 5 per cent. or more of the value of consolidated assets of the Group, the Parent has delivered to the Administrative Agent a certificate signed by an Authorised Signatory confirming that, on a pro forma basis, assuming that the Disposal had been completed and the proceeds had been applied in accordance with Clause 13 (Mandatory Prepayment) immediately prior to the first day of the most recent Reference Period for which a Compliance Certificate has been or is required to have been delivered under this Agreement, the Parent would have been in compliance with the financial covenants in paragraphs (a) and (b) of Clause 23.2 (Financial condition) as at the last day of the most recent Reference Period for which a Compliance Certificate has been or is required to have been delivered under this Agreement; and

the Disposal Proceeds received by members of the Group are applied (to the extent required) in accordance with Clause 13 (Mandatory prepayment);

of any asset compulsorily acquired by a governmental authority provided that the Disposal Proceeds received by members of the Group are applied (to the extent required) in accordance with Clause 13 (Mandatory prepayment);

of any receivables disposed of pursuant to a factoring or similar receivables financing arrangement that is otherwise permitted under this Agreement (including, for the avoidance of doubt, the Banobras Facilities);

of any inventory disposed of pursuant to an Inventory Financing or similar arrangement that is otherwise permitted under this Agreement;

of any plant or equipment disposed of pursuant to a sale and lease-back arrangement that is otherwise permitted under this Agreement;

of any asset to which a member of the Group was contractually committed as at the date of this Agreement, with all material terms of those disposals which relate to the disposal of assets with a value of at least $10,000,000 being described in Schedule 14 (Disposals) (provided that there is no material change to the terms of such Disposal after the date of this Agreement);

of receivables disposed of pursuant to a Permitted Securitisation;

of land or buildings arising as a result of lease or licence in the ordinary course of its trading;

of any shares of the Parent pursuant to an obligation in respect of any Executive Compensation Plan;

of shares in the Parent to the extent that a member of the Group has an obligation to deliver such shares to any holder(s) of convertible securities falling within paragraph (f)(i) of the definition of Permitted Financial Indebtedness pursuant to the terms of such convertible securities;

of assets and, if applicable, cash in exchange for other assets and, if applicable, cash, of equal or higher value provided that: (i) the cash element of any such Disposal must not be more than 20 per cent. of the aggregate consideration for the Disposal; and (ii) the maximum aggregate market value of all assets disposed of in such transactions must not be more than $100,000,000 (or its equivalent in any other currencies) in any Financial Year; or

otherwise approved by the Administrative Agent acting on the instructions of the Majority Participating Creditors.

on or in respect of share capital to the Parent or any of its Subsidiaries; or

that is:

a recapitalisation of earnings on or in respect of the share capital of the Parent (or any class of its share capital) pursuant to which additional share capital of the Parent or the right to subscribe for additional share capital is issued to the existing shareholders of the Parent on a pro rata basis; or

by way of the issuance of common equity securities of the Parent or the right to subscribe for such common equity securities to the existing shareholders of the Parent on a pro rata basis,

that is a payment of interest (at a time at which no Default is continuing) on any perpetual debt securities issued by the Parent or New Sunward Holding Financial Ventures B.V. or otherwise permitted by this Agreement; or

to any minority shareholders of any Subsidiary of the Parent pro rata to its holding in such Subsidiary and provided that all other shareholders of the relevant Subsidiary receive their equivalent pro rata share in any such dividend, charge, fee, distribution or interest payment at the same time.

incurred or arising under the Finance Documents;

that is Existing Financial Indebtedness;

owed to a member of the Group;

that constitutes a Permitted Securitisation;

arising under Capital Leases, factoring arrangements, Inventory Financing arrangements or export credit facilities for the purchase of equipment (provided that any Security granted in relation to any such facility relates solely to equipment, the purchase of which was financed under such Facility) or pursuant to sale and lease-back transactions provided that the maximum aggregate Financial Indebtedness of members of the Group under such transactions (excluding any Existing Financial Indebtedness) does not exceed $350,000,000 at any time;

arising:

pursuant to an issuance of bonds, notes or other debt securities, or of convertible or exchangeable securities by:

in the case of bonds, notes or other debt securities or convertible or exchangeable securities issued to refinance or replace Existing Financial Indebtedness falling within Part I of Schedule 10 (Existing Financial Indebtedness), one or more Obligors (other than CEMEX Materials LLC, CEMEX, Inc. and CEMEX Australia Holdings) or the same member of the Group (including, where applicable, CEMEX Materials LLC and CEMEX, Inc.) that issued the relevant Existing Financial Indebtedness that is being refinanced or replaced (whether acting as co-issuers or otherwise but, for the avoidance of doubt, with several liability only); or

in the case of bonds, notes or other debt securities or convertible or exchangeable securities issued so as to be applied in repayment or prepayment of the Exposures of the Participating Creditors under the Facilities, one or more Obligors (other than CEMEX Materials LLC, CEMEX, Inc. and CEMEX Australia Holdings) whether acting as co-issuers or otherwise,

under a loan facility in respect of which the only borrowers are:

in the case of loan facilities entered into to refinance or replace Existing Financial Indebtedness falling within Part I of Schedule 10 (Existing Financial Indebtedness) one or more Obligors (other than CEMEX Materials LLC, CEMEX, Inc. and CEMEX Australia Holdings) or the same member of the Group (including, where applicable, CEMEX Materials LLC and CEMEX, Inc.) that borrowed the relevant Existing Financial Indebtedness that is being refinanced or replaced, (whether acting as joint or multiple borrowers but for the avoidance of doubt, with several liability only); or

in the case of loan facilities entered into so as to refinance or replace the Exposures of the Participating Creditors under the Facilities, one or more Obligors (other than CEMEX Materials LLC, CEMEX, Inc. and CEMEX Australia Holdings) whether acting as joint or multiple borrowers,

that constitutes a Permitted Liquidity Facility;

that becomes Financial Indebtedness solely as a result of any change in Applicable GAAP of the Parent after the date of this Agreement and that existed prior to the date of such change in Applicable GAAP of the Parent (or that replaces, and is on substantially the same terms as, such Financial Indebtedness);

of any person acquired by a member of the Group pursuant to an acquisition falling within paragraphs (d) or (f) of the definition of Permitted Acquisition provided that: (i) such Financial Indebtedness existed prior to the date of the acquisition and was not incurred, increased or extended in contemplation of, or since, the acquisition; and (ii) the aggregate amount of any such Financial Indebtedness of members of the Group does not exceed $100,000,000 at any time;

under Treasury Transactions entered into in accordance with Clause 24.26 (Treasury Transactions);

incurred pursuant to or in connection with any cash pooling or other cash management agreements in place with a bank or financial institution, but only to the extent of offsetting credit balances of the Parent or its Subsidiaries pursuant to such cash pooling or other cash management arrangement;

constituting Financial Indebtedness for taxes levied, assessments due and other governmental charges required to be paid as a matter of law or regulation in the ordinary course of trading;

that constitutes a Permitted Joint Venture;

approved by the Administrative Agent acting on the instructions of the Majority Participating Creditors; and

that, when aggregated with the principal amount of any other Financial Indebtedness not falling within paragraphs (a) to (n) above, does not exceed $200,000,000 (or its equivalent in other currencies) in aggregate at any time.

any issuance of equity securities by the Parent paid for in full in cash on issue (and, for the avoidance of doubt, such securities may be issued with an original issue discount) and not redeemable on or prior to the Termination Date and where such issue does not lead to a Change of Control;

any issuance of equity-linked securities issued by any member of the Group that are linked solely to, and result only in the issuance of, equity securities of

any incurrence of Financial Indebtedness falling within paragraph (f) of the definition of Permitted Financial Indebtedness.

any guarantee existing on the date of this Agreement with those guaranteeing Financial Indebtedness above an amount of $10,000,000 (or its equivalent) (other than Financial Indebtedness described in paragraphs (i) and (j) of the definition thereof) being listed in Schedule 16 (Existing Guarantees);

any guarantee forming part of the obligations comprised in the Finance Documents;

the endorsement of negotiable instruments in the ordinary course of trade but excluding an aval;

any Contingent Instrument guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade;

any guarantee of a Joint Venture to the extent permitted by Clause 24.17 (Joint ventures);

any guarantee (including an aval) of Financial Indebtedness falling within the following paragraphs of the definition of Permitted Financial Indebtedness: (a), (b) (other than Existing Financial Indebtedness described in Part I of Schedule 10 (Existing Financial Indebtedness) unless such guarantee is already in place as at the date of this Agreement), (c), (e), (f) (so long as: (A) the Financial Indebtedness refinanced from the proceeds of such Permitted Financial Indebtedness was issued, borrowed or guaranteed by the relevant guarantor; or (B) such Permitted Financial Indebtedness that is guaranteed is used to repay Participating Creditors), (g) and (j) to (o);

any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (b) of the definition of Permitted Security;

any indemnity given to professional advisers on customary terms as part of the terms of their engagement;

any indemnity given on customary terms in connection with a Permitted Disposal or a Permitted Acquisition (but not, for the avoidance of doubt, a

any guarantee consented to by the Administrative Agent acting on behalf of the Participating Majority Creditors;

any guarantee given by a member of the Group in favour of another member of the Group other than:

a guarantee given by a member of the Group in favour of another member of the Group that is an issuer, borrower or guarantor of:

any Financial Indebtedness falling within paragraph (a) of the definition of Existing Financial Indebtedness; or

any Financial Indebtedness falling within paragraph (f) of the definition of Permitted Financial Indebtedness that is not used to repay or prepay the Exposures of Participating Creditors,

a guarantee given by a member of the Group in favour of another member of the Group that provides direct or indirect support for Financial Indebtedness falling within paragraphs (h) (other than where such guarantee was granted prior to the date of the relevant change in Applicable GAAP of the Parent) or (i) of the definition of Permitted Financial Indebtedness;

a guarantee given by an Obligor in favour of CEMEX, Inc. or CEMEX Materials LLC or (unless it has granted a guarantee pursuant to Clause 24.32 (Conditions subsequent)) CEMEX Australia Holdings that, in each case, provides direct or indirect support for such company’s obligations under the Facilities;

a guarantee given by a member of the Group in favour of another member of the Group that is the issuer (or equivalent) under any Permitted Securitisation, other than any indemnities that are customary in the context of such a transaction carried out on a non-recourse basis or on a basis where recovery is limited solely to the collection of the relevant receivables; and

any other guarantee given by a member of the Group in favour of a bank or financial institution in respect of obligations of that bank or financial institution to a third party that does not fall within paragraph (d) above provided that at any time the aggregate principal amount of all such guarantees then outstanding does not exceed $500,000,000.

such investment exists or a member of the Group is contractually committed to such investment at the date of this Agreement and, if the value of the Group’s investment in such Joint Venture is $50,000,000 or greater (as shown in the Original Financial Statements of the Parent) is detailed in Schedule 12 (Permitted Joint Ventures); or

such investment is made after the date of this Agreement and:

either the investment has been consented to by the Administrative Agent acting on the instructions of the Majority Participating Creditors or the Joint Venture is engaged in a business substantially the same as that carried on by the Group; and

in any Financial Year of the Parent, the aggregate (the “Joint Venture Investment”) of:

all amounts subscribed for shares in, lent to, or invested in all such Joint Ventures by any member of the Group;

the contingent liabilities of any member of the Group under any guarantee given in respect of the liabilities of any such Joint Venture; and

the market value of any assets transferred by any member of the Group to any such Joint Venture,

the Parent has (by written notice to the Administrative Agent prior to the end of the Financial Year in which the investment is made) designated the investment as counting against:

paragraph (k) of the definition of Permitted Acquisitions; or

the maximum amount of Capital Expenditure permitted in that Financial Year under paragraph (c) of Clause 23.2 (Financial condition).

any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities;

Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (d) of that definition);

a loan made to a Joint Venture to the extent permitted under Clause 24.17 (Joint ventures);

a loan made by a member of the Group to another member of the Group;

deferred consideration in relation to Disposals falling within paragraphs (h) or (m) of the definition of Permitted Disposal;

a loan made by a member of the Group to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group does not exceed $15,000,000 (or its equivalent) at any time;

any loan consented to by the Administrative Agent acting on the instructions of the Majority Participating Creditors;

a loan arising as a result of an advance payment of Capital Expenditure made in the ordinary course of trading where such Capital Expenditure is permitted under this Agreement;

any credit extended by way of receipt by a member of the Group of promissory notes in exchange for supplying materials or services for use in Mexican public works projects as long as the aggregate principal amount of the Financial Indebtedness under any such loan(s) does not exceed $100,000,000 (or its equivalent) at any time; and

any other loan(s) as long as the aggregate principal amount of the Financial Indebtedness under any such loan(s) does not exceed $250,000,000 (or its equivalent) at any time.

a scheduled principal repayment or redemption in respect of any Existing Financial Indebtedness (but not, for the avoidance of doubt, any prepayment or early redemption of any such Existing Financial Indebtedness save as described in paragraphs (b) to (e) below);

a principal prepayment or early redemption in respect of Financial Indebtedness falling within (i) paragraph (a) of the definition of Existing Financial Indebtedness from the proceeds of a Permitted Fundraising falling within paragraph (f)(i) of the definition of Permitted Financial Indebtedness, or (ii) paragraph (b) of the definition of Permitted Financial Indebtedness to the extent it relates to Short Term Certificados Bursatiles;

a principal prepayment or early redemption in respect of Financial Indebtedness falling within paragraphs (a) to (e) of the definition of Existing Financial Indebtedness from the proceeds of a Permitted Fundraising falling within paragraph (f)(ii) of the definition of Permitted Financial Indebtedness;

a principal repayment or redemption required under the terms of the Banobras Facilities or the Employee Compensation Structured Note;

a principal prepayment or early redemption in respect of Financial Indebtedness falling within paragraphs (b) to (e) of the definition of Existing Financial Indebtedness from the proceeds of a refinancing or replacement capital markets issuance, facility or facilities that constitute Existing Financial Indebtedness; and

any prepayment of Existing Financial Indebtedness as a result of a change of control or as a result of unlawfulness affecting a Creditor, in each case in respect of such Existing Financial Indebtedness,

the intra-Group reorganisation described in the presentation delivered as a condition precedent under paragraph 4(i) of Part I of Schedule 2 (Conditions precedent); and

other than a reorganisation that would not be permitted under Clause 24.33 (Restriction on transfer of Material Operating Subsidiaries), any intra-Group reorganisation involving an Obligor consented to by the Administrative Agent (acting on the instructions of the Majority Participating Creditors),

a Permitted Fundraising falling within paragraphs (a) or (b) of the definition thereof;

an issue of shares by a member of the Group which is a Subsidiary of the Parent to another member of the Group or the Parent (and, where the member of the Group has a minority shareholder, to that minority shareholder on a pro rata basis) where (if the existing shares of the Subsidiary are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same terms;

an issue of shares by the Parent to comply with an obligation in respect of any Executive Compensation Plan; or

an issue of common equity securities of the Parent to a member of the Group where that member of the Group has an obligation to deliver such shares to the holder(s) of convertible or exchangeable securities falling within paragraph (f)(i) of the definition of Permitted Financial Indebtedness pursuant to the terms of such convertible or exchangeable securities.

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security given, or other transaction arising, under the Finance Documents;

the solvent liquidation or reorganisation of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group (and, where the member of the Group has a minority shareholder, to that minority shareholder on a pro rata basis); and

transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms.

its jurisdiction of incorporation or formation;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

any jurisdiction where it conducts its business; and

the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

made or to be made under the same Revolving Facility and tranche as a maturing Loan was made;

made or to be made on the same day that a maturing Loan is due to be repaid;

the aggregate amount of which is equal to or less than the maturing Loan;

in the same currency as the maturing Loan; and

made or to be made for the purpose of refinancing a maturing Loan.

which is controlled, directly or indirectly, by the first mentioned company or corporation;

more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

Construction

Unless a contrary indication appears a reference in this Agreement to:

the “Administrative Agent”, any “Secured Party”, the “Security Agent”, any “Finance Party”, any “Participating Creditor”, any “Obligor” any “Creditor’s Representative”, any “Co-ordinator”, any “Co-ordinating Committee Bank” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

“assets” includes present and future properties, revenues and rights of every description;

the “European interbank market” means the interbank market for euro operating in Participating Member States;

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “participation” of a Participating Creditor in a Loan, means the amount of such Loan which such Participating Creditor has made or is to make available and thereafter that part of the Loan which is owed to such Participating Creditor;

a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing;

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, with which persons who are subject thereto are accustomed to comply) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

the “winding-up”, “dissolution”, “administration” or “reorganisation” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings (such as, in Mexico, a concurso mercantil or quiebra and in Spain, any situación concursal) under the laws and regulations of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, bankruptcy, dissolution, administration, examinership in Ireland, arrangement, adjustment, protection or relief of debtors;

a provision of law is a reference to that provision as amended or re-enacted without material modification;

a time of day is a reference to London time; and

a reference to a clause, paragraph or schedule, unless the context otherwise requires, is a reference to a clause, a paragraph of or a schedule to this Agreement.

“guarantee” means (other than in Clause 20 (Guarantee and indemnity) and unless otherwise stated) any guarantee, aval, letter of credit, bond, indemnity, counter-indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness.

where it relates to a Dutch entity, a reference to:

necessary action to authorise, where applicable, includes without limitation:

any action required to comply with the Dutch Works Council Act (Wet op de ondernemingsraden); and

obtaining unconditional positive advice (advies) from each competent works council.

a winding-up, administration or dissolution includes a Dutch entity being:

declared bankrupt (failliet verklaard); and

dissolved (ontbonden);

a moratorium includes surséance van betaling and granted a moratorium includes surséance verleend;

a trustee in bankruptcy includes a curator;

an administrator includes a bewindvoerder;

a receiver or an administrative receiver does not include a curator or bewindvoerder; and

an attachment includes a beslag.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

Unless otherwise provided for in this Agreement, for the purposes of determining whether a material adverse change or material adverse effect has occurred, the date from which the change or effect is assessed will be the date of this Agreement.

A Default (including an Event of Default) is “continuing” if it has not been remedied or waived but, for the avoidance of doubt, no breach of any of the financial covenants set out in Clause 23 (Financial Covenants) shall be capable of being, or be deemed to be, remedied by virtue of the fact that upon any subsequent testing of such covenants pursuant to Clause 23 (Financial Covenants), there is no breach thereof.

Currency Symbols and Definitions

Participating Creditors

Third party rights

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ (the “Third Parties Act”) to enforce or enjoy the benefit of any term of any Finance Document.

Clause 29.18 (Role of FTI Consulting Canada, ULC) is for the benefit of FTI Consulting Canada, ULC and FTI Consulting Canada, ULC (although not a party to this Agreement) is entitled to rely on and enforce such clause on behalf of itself and its employees and officers under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.

The provisions of this Agreement relating to the Co-ordinating Committee Banks are for the benefit of the Co-ordinating Committee Banks and each Co-ordinating Committee Bank (although not a party to this Agreement) is entitled to rely on and enforce such clause on behalf of itself under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary any Finance Document at any time.

PURPOSE OF THIS AGREEMENT

RELATIONSHIP BETWEEN NEW FINANCE DOCUMENTS AND OTHER FINANCE DOCUMENTS

Termination of CWEA and Derivatives Side Letter

Termination of Co-Com Documents

Other Finance Documents continue

Agreement prevails

in the event of any inconsistency or conflict between the Intercreditor Agreement and any other Finance Document, the Intercreditor Agreement will prevail;

in the event of any inconsistency or conflict between this Agreement and any other Finance Document (except the Intercreditor Agreement), the terms of this Agreement will prevail; and

neither the entry into the New Finance Documents, nor any action required by an Obligor pursuant to the New Finance Documents shall be regarded as a breach of any Existing Finance Document.

RELATIONSHIP BETWEEN THE PARTIES

Finance Parties’ rights and obligations

The obligations of each Finance Party under the New Finance Documents are several. Failure by a Finance Party to perform its obligations under the New Finance Documents does not affect the obligations of any other Party under the New Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the New Finance Documents.

Except as otherwise stated in the New Finance Documents, the rights of each Finance Party under or in connection with the New Finance Documents are separate and independent rights and any debt arising under the New Finance Documents and owed to a Finance Party from an Obligor (other than a Security Provider which is not also a Borrower or Guarantor) shall be a separate and independent debt.

A Finance Party may, except as otherwise stated in the New Finance Documents, separately enforce its rights under the New Finance Documents.

No Party may require any Finance Party to act in breach of the New Finance Documents even if that Finance Party would otherwise be obliged to act in accordance with the decisions of other banks or financial institutions under any Existing Finance Document.

The Security Agent

The Security Agent’s duties under this Agreement are solely mechanical and administrative in nature.

In particular, the role and, inter alia, duties, rights, powers, protections and benefits of the Security Agent are more particularly described in the Intercreditor Agreement, which sets out the basis upon which the Security Agent acts under this Agreement. Should any provision regarding the duties, discretions, rights, benefits, protections, indemnities and immunities of the Security Agent (the “Security Agent Provisions”) conflict or otherwise be inconsistent as between this Agreement and the Intercreditor Agreement, then the Security Agent Provisions as contained in the Intercreditor Agreement shall prevail.

INITIAL CONDITIONS PRECEDENT

PROVISIONS APPLICABLE TO FACILITIES GENERALLY

Confirmation of Exposure

Deemed Consent

EXTENSION

Extension of maturities for Core Bank Facilities

USPP Note Agreement

SPECIFIC AMENDMENTS AND OTHER AGREEMENTS IN RELATION TO FINANCE DOCUMENTS

Waiver of certain existing defaults

Replacement and / or deletion of specific provisions

The Existing Representations and Warranties, the Existing Information Undertakings, the Existing Financial Covenants, the Existing Notification Requirements and the Existing General Undertakings are deleted.

The Existing Events of Default are deleted in their entirety and replaced with the following Event of Default:

The Existing Sharing Provisions are deleted.

The Existing Extension and Term Out Provisions are deleted.

The Existing Mandatory Prepayment Provisions and the Existing Change of Control Provisions are deleted.

Each Existing Single Lender Repayment Clause is deleted.

Each Existing Guarantor Release Restriction Clause is deleted and the provisions of Clause 28 (Changes to the Obligors) will replace any provisions in the Existing Finance Documents relating to the release of Obligors (with such amendments to defined terms required to be made being deemed to be made).

The Existing Optional Currency Provisions are deleted.

The Existing Acceleration Clauses are amended by providing that:

the ability of any party to an Existing Finance Document to exercise their rights under any such clause is expressly subject to prior authorisation by the Majority Participating Creditors of the taking of such action under the Intercreditor Agreement; and

in the case of an Event of Default under Clauses 26.6 (Insolvency) or Clause 26.7 (Insolvency proceedings) of this Agreement with respect to an Obligor, all commitments under the Facilities shall be cancelled automatically and immediately, each Facility Limit will be reduced to zero automatically and immediately and all Exposures of the Participating Creditors under the Facilities (together with accrued

In relation to each Revolving Facility:

the Existing Drawdown Conditions are deleted;

the relevant Existing Finance Documents relating to each Revolving Facility are amended to provide that:

in relation to each lender under that Revolving Facility the Borrower may set off that lender’s participation in any Loan against that lender’s participation in a Rollover Loan requested under that Facility for the purpose of repaying that Loan (and that lender will not require a Borrower to repay any such participation in the Loan in cash) except to the extent that the lender is entitled to receive, request, demand or require repayment or prepayment of such Loan (or a portion of it) otherwise than by way of Rollover Loan under the terms of the New Finance Documents;

if any Loan matures under that Revolving Facility then (except to the extent of any reduction in the applicable Facility Limit under the New Finance Documents) the relevant Borrower under the Revolving Facility will be deemed to have delivered a Utilisation Request for a Rollover Loan under the Revolving Facility in the currency and amount of the maturing Loan in accordance with (and within the timeframe required by) the Existing Finance Documents relating to that Revolving Facility and each Participating Creditor under each such Revolving Facility shall (unless otherwise provided in the New Finance Documents) continue to make available and/or leave outstanding (as applicable) the amount of any Rollover Loan.

The definition of “Business Day” in each Existing Finance Document is amended to conform to the “Business Day” definition in this Agreement.

Other agreements in respect of certain Facilities

in respect of any Existing Finance Documents under which the consent of (or consultation with) any Borrower or Guarantor is required in order for a Participating Creditor under such Existing Finance Document to transfer, assign or enter into a sub-participation in respect of any of its rights under such Existing Finance Documents, by executing this Agreement the relevant Borrower or Guarantor will be deemed to have given its consent to any transfer, assignment or sub-participation by any Participating Creditor under

notwithstanding anything to the contrary in the Existing Finance Documents relating to that Facility, there shall be no restriction as to the identity of any transferee, assignee or sub-participant of any rights of any of the Participating Creditors under any Facility;

the Borrowers and Guarantors agree:

not to request that any member of the Group becomes a borrower or (except to the extent required under the terms of the Existing Finance Documents relating to such Facility under any Facility) guarantor in respect of a Facility where such member of the Group is not a borrower or, as the case may be, guarantor under that Facility, at the date of this Agreement (provided that this provision shall not prevent any member of the Group from becoming a Guarantor under this Agreement); and

to ensure that any member of the Group that is not already a Guarantor and that accedes to any Existing Finance Documents as a guarantor or obligor simultaneously accedes to this Agreement as an Additional Guarantor;

each Participating Creditor (other than a USPP Noteholder) agrees not to exercise its rights under any Existing Facility Agreement to designate one of its Affiliates as its Facility Office for any purpose;

each Participating Creditor agrees not to consent to a redenomination of any part of its Exposure under any Facility under the terms of the Existing Finance Documents; and

each Participating Creditor with an Exposure under the “NSH Facility” (as defined in Schedule 9 (The Facilities)) agrees that the Borrower in respect of such Facility need only issue a promissory note to such Participating Creditor under the terms of that Facility promptly following a request by such Participating Creditor.

Direction to the Creditor’s Representatives

confirm that they consent to the amendments, deletions, variations, modifications and waivers of the Existing Finance Documents provided for in this Agreement and instruct the Creditor’s Representative in relation to that Syndicated Bank Facility to execute this Agreement for the purpose of effecting those amendments, deletions, variations, modifications and waivers on their behalf;

direct the Creditor’s Representative in relation to that Syndicated Bank Facility to execute any transfer certificate relating to a transfer or assignment by a Participating Creditor in accordance with this Agreement;

agree not to give an instruction to a Creditor’s Representative under an Existing Facility Agreement that conflicts with the terms of the New Finance Documents; and

direct the Creditor’s Representative in relation to a Syndicated Bank Facility to act in accordance with the Existing Finance Documents for that Syndicated Bank Facility as the same have been amended, varied, modified, overridden, replaced, supplemented and waived by the terms of this Agreement and the other New Finance Documents.

Acknowledgement of Facility Agents under Existing Finance Documents

USPP NOTE AGREEMENT

RESTRICTIONS ON PARTICIPATING CREDITORS DURING THE OVERRIDE PERIOD

amend the terms (including but not limited to the margin, interest rate and other pricing) of any Facility, except in a way which:

could not be reasonably expected materially and adversely to affect the interests of the other Participating Creditors; and

would not change the date, amount or method of payment of interest or principal on any Exposures under the relevant Facility; or

amend any Facility Limit; or

call in, reduce, withdraw, or cease to make available or refuse to allow drawing against or borrowing under all or any part of any Facility; or

make any demand for, or take any proceedings or steps to enforce payment or discharge of, any fees, expenses or other Exposure or liability to it under or in respect of any Facility; or

accept or recover any sums in settlement or discharge of any Exposure or liability in respect of any Facility from any member of the Group including under any security, guarantee or indemnity granted by any member of the Group; or

declare to have occurred a default or an event of default under any of the Facilities or enforce any provision for the automatic or accelerated payment or discharge of all or any part of the money and liabilities due, owing or incurred under any Facility, upon or following the occurrence of any default or event of default applicable under the terms thereof; or

except for the Transaction Security and any guarantee provided for in the Finance Documents (or otherwise as expressly permitted under this Agreement), request or take from any member of the Group any new Security, cash collateral, cash cover, guarantee or indemnity of whatever nature in respect of any of the Facilities, fixed security over assets expressed to be subject only to floating security under the Transaction Security or legal assignments of assets subject only to equitable charges or assignments under the Transaction Security (save for Permitted Security); or

(save (i) as required by law and (ii) pursuant to current account netting, auto transfer or any other similar arrangements) exercise any right of set off or combination of accounts against any member of the Group by virtue of or in relation to rights under any of the Facilities; or in respect of reserves on maturity of the relevant contingency; or

initiate or threaten to initiate any Insolvency Proceedings against any member of the Group; or

attach or seek to attach any asset of any member of the Group; or

amend the date for any payments in respect of the Facilities,

payments of principal in respect of the Participating Creditors’ Exposures under the Facilities and reduction of any Facility Limit, in each case to the extent expressly permitted under the New Finance Documents; or

payments of interest, fees and expenses in respect of the Facilities being paid on their due date in accordance with the terms of the Facilities (as amended by this Agreement),

REPAYMENT

Repayment of Exposures and reduction of Facility Limits

The Borrowers shall repay the aggregate Exposures of the Participating Creditors under their respective Facilities in instalments by repaying on each Repayment Date an amount which reduces the Base Currency Amount of the outstanding aggregate Exposures under each such Facility by an amount (each such amount, and the amount to be repaid under paragraph (b) below, a “Repayment Instalment”) such that the amount of all Repayment Instalments up to (and including) that Repayment Date (as a percentage of the aggregate Exposures as at the Reference Date under all Facilities) is equal to the “Cumulative Repayment Amount %” set out opposite that Repayment Date below (and on each Repayment Date the Facility Limit for each Facility will be reduced by the aggregate amount of the Exposures of the Participating Creditors under that Facility that are required to be repaid on that date under this Clause 11.1):

Repayment Date:

15 December 2009

15 June 2010

15 December 2010

15 June 2011

15 December 2011

15 June 2012

15 December 2012

15 June 2013

15 December 2013

Each Borrower shall repay the remaining Exposures of Participating Creditors under Facilities in which it is a Borrower in full on the Termination Date.

The Borrowers may not re-borrow any part of a Facility which is repaid as contemplated in this Clause 11.1 (Repayment of Exposures and reduction of Facility Limits), Clause 12 (Illegality, voluntary prepayment and cancellation), Clause 13 (Mandatory prepayment) or Clause 26.16 (Acceleration).

Each repayment and cancellation under this Clause 11.1 (Repayment of Exposures and reduction of Facility Limits) will reduce the Base Currency Amounts of the Exposures of the Participating Creditors across all Facilities as at the date of the repayment and cancellation rateably.

Repayment of Loans under Revolving Facilities

Effect of cancellation and prepayment on scheduled repayments and reductions

first, in reduction of the Repayment Instalments falling due on or before 31 December 2011, in the order of those Repayment Instalments; and

secondly, following the prepayment in full of all Repayment Instalments falling due on or before 31 December 2011, in pro rata reduction of all remaining Repayment Instalments.

Automatic cancellation of unutilised commitments under Core Bank Facilities

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

Illegality

Any Existing Illegality Clause in an Existing Finance Document will continue in full force and effect in accordance with its terms.

If, at any time, it is or will become unlawful in any applicable jurisdiction for a Participating Creditor to perform any of its obligations as contemplated by the Finance Documents, or to fund, issue or maintain its participation in any Loan:

that Participating Creditor, shall promptly notify the Administrative Agent and the relevant Creditor’s Representative upon becoming aware of that event;

subject to Clause 17.10 (Replacement of Participating Creditor), upon the Administrative Agent notifying the Parent and the relevant Creditor’s Representative, the commitment of that Participating Creditor under the relevant Facilities will be immediately cancelled (and the Facility Limit applicable to those Facilities will be reduced accordingly); and

subject to Clause 17.10 (Replacement of Participating Creditor), each Borrower shall repay that Participating Creditor’s participation in Loans made to that Borrower on the last day of the Interest Period for each such Loan occurring after the Administrative Agent has notified the Parent and the relevant Creditor’s Representative or, if earlier, the date specified by the Participating Creditor in the notice delivered to the Administrative Agent and the relevant Creditor’s Representative (being no earlier than the last day of any applicable grace period permitted by law).

For the avoidance of doubt, this Clause 12.1 (Illegality) shall not apply to a USPP Note and any reference in this Agreement to this Clause 12.1 (Illegality) in respect of a USPP Note shall have no effect.

Voluntary prepayment of Exposures

Proportionate cancellation and prepayment

MANDATORY PREPAYMENT

Disposal, Permitted Fundraising and Permitted Securitisation Proceeds and Excess Cashflow

For the purposes of this Clause 13.1 and Clause 13.2 (Application of mandatory prepayments):

the cash consideration received by any member of Group (including any amount received from a person who is not a member of the Group in repayment of intercompany debt save to the extent that the creditor in respect of the intercompany debt is obliged to repay that amount to the purchaser at or about completion of the Disposal) for any Disposal;

any proceeds of any Disposal received in the form of Marketable Securities that are required to be disposed of for cash (after deducting reasonable expenses incurred by the party disposing of those Marketable Securities to persons other than members of the Group) pursuant to the criteria set out at paragraph (h) of the definition of Permitted Disposal; and

any proceeds of any Disposal received in any other form to the extent disposed of or otherwise converted into cash within 90 days of receipt; and

any consideration falling within paragraphs (i) to (iii) above that is received by any member of the Group from the Disposal of assets of the Group in Venezuela prior to the date of this Agreement,

any reasonable expenses which are incurred by the disposing party of such assets with respect to that Disposal to persons who are not members of the Group;

any Tax incurred and required to be paid by the disposing party in connection with that Disposal (as reasonably determined by the disposing party on the basis of rates existing at the time of the disposal and taking account of any available credit, deduction or allowance);

inventory or trade receivables in the ordinary course of trading of the disposing entity;

assets pursuant to a Permitted Securitisation programme existing as at the date of this Agreement (or any rollover or extension of such a Permitted Securitisation);

any asset from any member of the Group to another member of the Group on arm’s length terms and for fair market or book value;

any assets the consideration for which (when aggregated with the consideration for any related Disposals) is less than $5,000,000 (or its equivalent in any other currency);

assets leased or licensed to any director, officer or employee of any member of the Group in connection with and as part of the ordinary course of the service or employment arrangements of the Group; and

Marketable Securities (other than Marketable Securities received as consideration for a Disposal as envisaged in paragraphs (ii) and (iii) of the definition of Disposal Proceeds).

a Permitted Fundraising falling within paragraph (f)(i) of the definition of Permitted Financial Indebtedness entered into for the purpose of refinancing or extending the maturity of Existing Financial Indebtedness falling within paragraph (a) of the definition thereof (or paragraph (b) of the definition thereof, to the extent that it relates to Short Term Certificados Bursatiles) (and, in the case of a refinancing, where the proceeds that would, but for this paragraph (i), constitute “Permitted Fundraising Proceeds”, are actually applied for such purpose upon receipt of those proceeds by any member of the Group);

a Permitted Fundraising falling within paragraph (f)(ii) of the definition of Permitted Financial Indebtedness entered into for the purpose of refinancing or extending the maturity of Existing Financial Indebtedness falling within paragraphs (a) to (e) of the definition thereof (and, in the case of a refinancing, where the proceeds that would, but for this paragraph (ii), constitute “Permitted Fundraising Proceeds”, are actually applied for such purpose upon receipt of those proceeds by any member of the Group);

any transaction between members of the Group; and

Permitted Securitisations.

any reasonable expenses which are incurred by the relevant member(s) of the Group with respect to that Permitted Fundraising owing to persons who are not members of the Group; and

any Tax incurred and required to be paid by the relevant member(s) of the Group with respect to that Permitted Fundraising (as reasonably determined by the relevant member(s) of the Group on the basis of rates existing at the time and taking account of any available credit, deduction or allowance).

any reasonable expenses which are incurred by the relevant member(s) of the Group with respect to that Permitted Securitisation owing to persons who are not members of the Group; and

any Tax incurred and required to be paid by the relevant member(s) of the Group with respect to that Permitted Securitisation (as reasonably determined by the relevant member(s) of the Group on the basis of rates existing at the time and taking account of any available credit, deduction or allowance).

The Parent shall ensure that the Exposures of Participating Creditors under the Facilities are prepaid in the following amounts at the times and in the order of application contemplated by Clause 13.2 (Application of mandatory prepayments):

the amount of Disposal Proceeds provided that (A) the obligation to prepay such amounts shall only apply on each occasion that the aggregate amount of any Disposal Proceeds received (whether from a single Disposal or a series of Disposals) is equal to or greater than $50,000,000; and (B) if there is no Permitted Liquidity Facility in place and the cash in hand of the Parent on a consolidated basis as at the most recent Quarter Date preceding the date of the Disposal in respect of which financial statements of the Parent have been (or are required to have been) delivered under paragraphs (a) or (f) of Clause 22.1 (Financial Statements) is less than $350,000,000 (the amount of such shortfall being the “Shortfall”) then the amount required to be prepaid under this paragraph (b)(i) in relation to the relevant Disposal will be reduced by the amount of the Shortfall;

the amount of Permitted Fundraising Proceeds;

the amount of Permitted Securitisation Proceeds; and

the amount equal to Excess Cashflow for any Financial Quarter of the Parent.

In the case of a Disposal of all of the shares in a Borrower (or the Holding Company of a Borrower), the Parent shall ensure that:

unless otherwise agreed to in writing by the relevant Borrower and the relevant Participating Creditors that a prepayment is not required to be made, upon completion of the Disposal, the Exposures of the relevant Participating Creditors under the relevant Facilities in respect of which that Borrower is the borrower or issuer (or the Holding Company is a holding company of that Borrower) (and for this purpose CEMEX España will be regarded as an issuer

any Disposal Proceeds arising from the Disposal that are not required to be applied under paragraph (i) above shall be applied in accordance with paragraph (b) of Clause 13.1 (Disposal, Permitted Fundraising and Permitted Securitisation Proceeds and Excess Cashflow).

Application of mandatory prepayments

A prepayment made under paragraph (b) of Clause 13.1 (Disposal, Permitted Fundraising and Permitted Securitisation Proceeds and Excess Cashflow) shall be paid by, or on behalf of, the Parent to the Creditor’s Representative under each Facility and shall be applied to reduce the Base Currency Amount of the Exposures of the Participating Creditors across all Facilities as at the date of the prepayment rateably (and will reduce the Repayment Instalments in the order set out in Clause 11.3 (Effect of cancellation and prepayment on scheduled repayments and reductions).

Exposures of Participating Creditors under the Facilities shall be prepaid at the following times:

in the case of any prepayment relating to the amounts of Disposal Proceeds, Permitted Fundraising Proceeds or Permitted Securitisation Proceeds, promptly upon (and in any event within 30 days of) receipt of those proceeds (or, in the case of proceeds falling within limbs (ii) or (iii) of the definition of Disposal Proceeds, promptly upon (and in any event within 30 days of) receipt of any cash arising from those Disposal Proceeds); and

in the case of any prepayment relating to an amount of Excess Cashflow, within 30 days of delivery pursuant to Clause 22.1 (Financial statements) of the consolidated financial statements of the Parent for the relevant Financial Quarter of the Parent.

RESTRICTIONS

Notices of Cancellation or Prepayment

Interest and other amounts

Prepayment in accordance with Agreement

No reinstatement of Facility Limit

Administrative Agent’s receipt of Notices

INTEREST

Calculation and payment of interest

Under each Syndicated Bank Facility and Bilateral Bank Facility:

the rate of interest on each Loan for each Interest Period is the percentage rate per annum determined in accordance with the Existing Finance Documents under which that Loan has been made save that the applicable margin will be the Margin, and such interest is payable to the relevant Creditor’s Representative at the times and in the manner specified in those Existing Finance Documents; and

any facility fee or utilisation fee provided for in the Existing Finance Documents for such facility will be deleted and will cease to accrue after the Effective Date, provided that any such fees that have accrued on or prior to the Effective Date will continue to be due and payable in accordance with the provisions of the relevant Existing Finance Documents.

Under each Promissory Note, the rate of interest on the Exposures under that Promissory Note is the percentage rate per annum determined in accordance with that Promissory Note, and such interest is payable to the relevant Participating Creditors at the times, and in the manner, specified in that Promissory Note.

Under the USPP Note Agreement, the rate of interest shall be the rate set forth therein (provided that this rate will be subject to any adjustments to the Margin from time to time under paragraphs (a) to (c) of the definition of Margin and Clause 25 (Covenant Reset Date)) and shall be payable on the 15^th day of the last month of each Financial Quarter or (at any time after the date falling three Months after the date of this Agreement) such shorter period as is applicable to the Loans under paragraph (c) or of Clause 15.3 (Harmonisation of Interest Periods), and shall be payable all in the manner and on the timing as more particularly set forth in the USPP Note Agreement.

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2.00 per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan or other amount outstanding in the currency of the overdue amount under the relevant Facility for successive Interest Periods, each of a duration selected by the Administrative Agent (acting reasonably). Any interest accruing under this Clause 15.2 (Default interest) shall be immediately payable by the Obligor on demand by the Administrative Agent.

If any overdue amount consists of all or part of a Loan or other amount outstanding which became due on a day which was not the last day of an Interest Period relating to that Loan or other amount outstanding:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan or other amount outstanding; and

the rate of interest applying to the overdue amount during that first Interest Period shall be 2.00 per cent. higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

To the extent that default interest accrues in respect of any unpaid amount under the Existing Finance Documents, default interest will only accrue under this Clause 15.2 (Default interest) in respect of such unpaid amount for an Interest Period to the extent (if any) by which the amount of default interest that would have accrued in respect of such amount under this Clause 15.2 (Default interest) but for this paragraph (d) exceeds the amount of default interest accrued in respect of such unpaid sum during that Interest Period under the Existing Finance Documents.

Harmonisation of Interest Periods

The Parent shall procure that as soon as reasonably practicable after the date of this Agreement the Interest Periods in respect of the Exposures of the Participating Creditors under the Facilities are harmonised such that, subject to paragraph (c) below, each Interest Period begins and ends on or about the 15^th day of the last Month of a Financial Quarter and has a duration of three Months (provided that if the current Interest Period of a Loan ends within less than 5 days before 15 September 2009, the Parent may select an Interest Period for the relevant Loan that ends on 15 December 2009).

Each Participating Creditor consents (and hereby notifies the relevant Creditor’s Representative of its consent) to the selection by the relevant Obligor (during the first three Months after the Effective Date (or, if the Interest Period applicable to any Loan as at the Effective Date extends beyond 15 September 2009, six Months) of an Interest Period ending on or about the 15 ^th day of the last Month of the next Financial Quarter if reasonably required to effect the harmonisation contemplated in paragraph (a).

The Parent may, by giving written notice to the Administrative Agent (for distribution by the Administrative Agent to the Creditor’s Representatives) at

Retrospective margin uplift

each Participating Creditor (other than a USPP Noteholder) with an Exposure under a Facility, additional margin in an amount equal to the difference between:

the aggregate of the facility fee and utilisation fee (in each case, if applicable) and margin component of interest that accrued under that Facility for the account of the Participating Creditors from (and including) 1 August 2009 to (but excluding) the Effective Date; and

the margin component of interest that would have accrued under that Facility in accordance with Clause 15.1 (Calculation and payment of interest) had the Effective Date occurred on 31 July 2009; and

each USPP Noteholder, additional margin in an amount equal to the difference between:

the aggregate of the fees and interest that accrued under that USPP Note for the account of the USPP Noteholder from (and including) 1 August 2009 to (but excluding) the Effective Date; and

the interest that would have accrued under that USPP Note in accordance with Clause 15.1 (Calculation and payment of interest) had the Effective Date occurred on 31 July 2009.

FEES

Upfront fee

Non-issuance fee

Administrative Agency fee

Security Agent fee

Other existing fees

TAX GROSS-UP, INCREASED COSTS AND INDEMNITIES

Tax gross-up

Any tax gross up provisions (and any related mitigation provisions) in the Existing Finance Documents will continue in full force and effect in accordance with their terms.

In addition, in relation to any payments to be made under the New Finance Documents in respect of a Facility, any tax gross-up provisions in the Existing Finance Documents for that Facility will apply to such payments as if the Obligors had been “Obligors”, “Borrowers” and/or “Guarantors” (as applicable) and the New Finance Documents had been “Finance Documents” and/or the “Agreement” (as applicable) and the “Agent” had been the “Administrative Agent” for the purposes of those Existing Finance Documents.

In relation to any Facility in respect of which the relevant Existing Finance Documents do not contain a tax gross up provision:

each Obligor shall make all payments to be made by it under the Finance Documents in relation to that Facility without any Tax Deduction, unless a Tax Deduction is required by law.

the Parent shall, promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) under the Finance Documents in relation to that Facility, notify the Administrative Agent accordingly. Similarly, a Participating Creditor shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Participating Creditor. If the Administrative Agent receives such notification from a Participating Creditor it shall notify the Parent and that Obligor.

if a Tax Deduction is required by law to be made by an Obligor under the Finance Documents in relation to that Facility, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required and will provide to the Administrative Agent, upon request, evidence of the payment of the applicable Taxes.

Increased costs

Any increased costs provisions (and any related mitigation provisions) in the Existing Finance Documents will continue in full force and effect in accordance with their terms.

In addition, in relation to any payments to be made or actions to be taken under the New Finance Documents in respect of a Facility (other than a USPP Note), any increased cost provisions in the Existing Finance Documents for that Facility will apply to such payments or actions as if the Obligors (other than a Security Provider that is not also a Borrower or a Guarantor) had been “Obligors”, “Borrowers” and/or “Guarantors” (as applicable) and the New Finance Documents had been “Finance Documents” or the “Agreement” (as applicable), the Administrative Agent had been the “Agent” and the term “Business Day” had the meaning ascribed to it in this Agreement, in each case for the purposes of those Existing Finance Documents.

In relation to any Facility (other than a USPP Note) in respect of which the relevant Existing Finance Documents do not contain an increased costs provision, subject to paragraph (g) below, the Parent shall, within three Business Days of a demand by the Administrative Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates in relation to that Facility as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

In this Agreement “Increased Costs” means:

a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

A Finance Party intending to make a claim pursuant to paragraph (c) above shall notify the Administrative Agent of the event giving rise to the claim, following which the Administrative Agent shall promptly notify the Parent.

Each Finance Party shall, as soon as practicable after a demand by the Administrative Agent, provide a certificate confirming the amount of its Increased Costs.

Paragraph (c) above does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by an Obligor;

compensated for by any tax indemnity in the Existing Finance Documents; or

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

For the avoidance of doubt, this Clause 17.2 (Increased costs) shall not apply to a USPP Note and any reference in this Agreement to this Clause 17.2 (Increased costs) in respect of a USPP Note shall have no effect.

Other existing indemnities

Any indemnities in the Existing Finance Documents will continue in full force and effect in accordance with their terms.

In addition, in relation to any payments to be made or actions to be taken under the New Finance Documents in respect of a Facility, any indemnities in the Existing Finance Documents for that Facility will apply to such payments or actions as if the Obligors (other than a Security Provider that is not also a Borrower or Guarantor) had been “Obligors”, “Borrowers” and/or “Guarantors” (as applicable) and the New Finance Documents had been “Finance Documents” for the purposes of those Existing Finance Documents.

Currency Indemnity

making or filing a claim or proof against that Obligor; or

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

Tax indemnity

Any tax indemnity provisions (and any related mitigation provisions) in the Existing Finance Documents will continue in full force and effect in accordance with their terms.

The Parent shall (within three Business Days of demand by the Administrative Agent) pay (or procure to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(other than in the case of a USPP Noteholder) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

to the extent a loss, liability or cost is compensated for by an increased payment under Clause 17.1 (Tax gross-up).