Subject: Amendment No. 4 to $1,200,000,000 Term Credit Agreement
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Date: Fri, 9 Oct 2009 09:50:24 -0400

EX-4.9.4 6 dex494.htm
AMENDMENT NO. 4 TO $1,200,000,000 TERM CREDIT AGREEMENT

Exhibit 4.9.4

EXECUTION VERSION

FOURTH AMENDMENT TO CREDIT AGREEMENT

This Fourth Amendment to the Credit Agreement (as
defined below), dated as of December 19, 2008 (this “Amendment
No. 4”), is entered into by and among CEMEX, S.A.B. de
C.V., a sociedad anónima bursátil de capital variable organized and
existing pursuant to the laws of the United Mexican States (formerly known as
“CEMEX, S.A. de C.V.”) (the “Borrower”), CEMEX MÉXICO, S.A. de
C.V., a sociedad anónima de capital variable organized and existing
pursuant to the laws of the United Mexican States, EMPRESAS TOLTECA DE
MÉXICO, S.A. de C.V., a sociedad anónima de capital variable
organized and existing pursuant to the laws of the United Mexican States (each a
“Guarantor” and together, the “Guarantors”), the several Lenders
party thereto, BARCLAYS BANK PLC, NEW YORK BRANCH, as Administrative
Agent (the “Administrative Agent”).

RECITALS

A. The Borrower, the Guarantors, the
Administrative Agent, the several Lenders party thereto, Barclays Capital, The
Investment Banking Division of Barclays Bank PLC, as Joint Lead Arranger and
Joint Bookrunner, and Citigroup Global Markets Inc., as Documentation Agent,
Joint Lead Arranger and Joint Bookrunner, are parties to that certain senior
secured credit facility, dated as of May 31, 2005 in the amount of
U.S.$1,200,000,000, as amended by Amendment No. 1, dated as of
June 19, 2006, the Amendment and Waiver No. 2, dated as of
November 30, 2006, and the Amendment and Waiver No. 3, dated as of
May 9, 2007 (as now or hereafter amended, restated, waived or otherwise
modified, the “Credit Agreement”).

B. The Borrower has requested that the
Administrative Agent and the Lenders consent to the following amendment to the
Credit Agreement.

C. This Amendment No. 4 shall constitute a
Transaction Document and these Recitals shall be construed as part of this
Amendment No. 4.

NOW THEREFORE, in consideration of the premises
and the mutual covenants hereinafter contained, and of the Loans and other
extensions of credit heretofore, now or hereafter made to, or for the benefit
of, the Borrower by the Lenders, the Borrower, the Guarantors, the
Administrative Agent, and the Lenders hereby agree as follows:

1. Definitions. Except to the extent
otherwise specified herein, capitalized terms used in this Amendment No. 4
shall have the same meanings ascribed to them in the Credit Agreement.

2. Amendments. Subject to Section 5,
the Credit Agreement is hereby amended as follows:

2.1 The definition for “Acquisition” in
Section 1.01 (“Certain Definitions”) shall be deleted and replaced
in its entirety with the following language:

““Acquisition” means any merger, consolidation, acquisition or
lease of assets, acquisition of securities or business combination or
acquisition, or any two or more of such transactions, if upon the completion of
such transaction or transactions, the Borrower or any Subsidiary thereof has
acquired an interest in assets comprising all or substantially all of an
operating unit, division or line of business or in any Person who is deemed to
be a Subsidiary under this Agreement and was not a Subsidiary prior thereto.”

2.2 The definition for “Consolidated Net Debt” in
Section 1.01 (“Certain Definitions”) shall be deleted and replaced
in its entirety with the following language:

““Consolidated Net Debt” means, at any date, the sum (without
duplication) of (a) the aggregate amount of all Debt of the Borrower and
its Subsidiaries at such date, plus (b) to the extent not included
in Debt, the aggregate amount of all derivative financing in the form of equity
swaps outstanding at such date (except to the extent such exposure is cash
collateralized) minus (c) all Temporary Investments (for the
avoidance of doubt, net of any amounts pledged as cash collateral) of the
Borrower and its Subsidiaries at such date.”

2.3 The definition for “Consolidated Net Debt /
EBITDA Ratio” in Section 1.01 (“Certain Definitions”) shall be
deleted and replaced in its entirety with the following language:

“Consolidated Net Debt / EBITDA Ratio” means, on any date of
determination, the ratio of (a) Consolidated Net Debt on such date to
(b) EBITDA for the one year period ending on such date (subject to
adjustment as set forth in the definition of “EBITDA”).

2.4 The definition for “Debt” in Section 1.01
(“Certain Definitions”) shall be deleted and replaced in its entirety
with the following language:

““Debt” of any Person means, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business, (iv) all obligations of such Person as lessee under
Capital Leases, (v) all Debt of others secured by a Lien on any asset of
such Person, up to the value of such asset, as recorded in such Person’s most
recent balance sheet, (vi) all obligations of such Person with respect to
product invoices incurred in connection with export financing, (vii) all
obligations of such Person under repurchase agreements for the stock issued by
such Person or another Person and (viii) all Guarantees of such Person in
respect of any of the foregoing. For the avoidance of doubt, Debt does not
include Derivatives or Qualified Receivables Transactions. With respect to the
Borrower and its Subsidiaries, the aggregate amount of Debt outstanding shall be
adjusted by the Value of Debt Currency Derivatives solely for the purposes of
calculating the Consolidated Net Debt / EBITDA Ratio. If the Value of Debt
Currency Derivatives is a positive mark-to-market valuation for the Borrower and
its Subsidiaries, then Debt shall decrease accordingly, and if the Value of Debt
Currency Derivatives is a negative mark-to-market valuation for the Borrower and
its Subsidiaries, then Debt shall increase by the absolute value thereof.”

2.5 The definition for “EBITDA” in
Section 1.01 (“Certain Definitions”) shall be deleted and replaced
in its entirety with the following language:

““EBITDA” means, for any period, the sum for the Borrower and its
Subsidiaries, determined on a consolidated basis of (a) operating income
(utilidad de operación), (b) cash interest income and
(c) depreciation and amortization expense, in each case determined in
accordance with Mexican GAAP, subject to the adjustments herein, consistently
applied for such period and adjusted for Discontinued EBITDA as follows: if the
amount of Discontinued EBITDA is a positive amount, then EBITDA shall increase
by such amount, and if the amount of Discontinued EBITDA is a negative amount,
then EBITDA shall decrease by the absolute value of such amount. For the
purposes of calculating EBITDA for any applicable period pursuant to any
determination of the Consolidated Net Debt / EBITDA Ratio

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(but not the Consolidated Fixed Charge Coverage Ratio):
(A) (i) if at any time during such applicable period the Borrower or
any of its Subsidiaries shall have made any Material Disposition, the EBITDA for
such applicable period shall be reduced by an amount equal to the EBITDA (if
positive) attributable to the property that is the subject of such Material
Disposition for such applicable period (but when the Material Disposition is by
way of lease, income received by the Borrower or any of its Subsidiaries under
such lease shall be included in EBITDA) and (ii) if at any time during such
applicable period the Borrower or any of its Subsidiaries shall have made any
Material Acquisition, EBITDA for such applicable period shall be calculated
after giving pro forma effect thereto (including the incurrence or
assumption of any Debt) as if such Material Acquisition had occurred on the
first day of such applicable period. Additionally, if since the beginning of
such applicable period any Person that subsequently shall have become a
Subsidiary or was merged or consolidated with the Borrower or any of its
Subsidiaries as a result of a Material Acquisition occurring during such
applicable period shall have made any Disposition or Acquisition of property
that would have required an adjustment pursuant to clause (i) or
(ii) above if made by the Borrower or any of its Subsidiaries during such
applicable period, EBITDA for such period shall be calculated after giving
pro forma effect thereto as if such Disposition or Acquisition had
occurred on the first day of such applicable period; and (B) all U.S.$/Euro
EBITDA for each applicable period ending on or after December 31, 2008 will
be recalculated and converted into Mexican pesos by applying the Ending Exchange
Rate to each month’s U.S.$/Euro EBITDA amount (such recalculated EBITDA being
the “Recalculated EBITDA”), provided, that, the Required
Lenders shall have the option, with respect to any Reference Period ending after
December 31, 2009, to discontinue the incorporation of Recalculated EBITDA
into the Consolidated Net Debt / EBITDA Ratio (the “Discontinue Option”).
The Required Lenders may exercise the Discontinue Option upon notice to the
Administrative Agent, who shall, acting upon the instructions of the Required
Lenders, notify the Borrower of such exercise in writing (the “Notice of
Discontinuance”) at least thirty (30) days prior to the end of such
Reference Period. Subject to the foregoing notice requirements, such Discontinue
Option shall be effective for each Reference Period ending after the date of
such Notice of Discontinuance to the Borrower as set forth herein.”

2.6 The definition for “Mexican GAAP” in
Section 1.01 (“Certain Definitions”) shall be deleted and replaced
in its entirety with the following language:

““Mexican GAAP” means Mexican Financial Reporting Standards
(Normas de Información Financiera) as in effect from time to time and
consistent with those used in the preparation of the most recent audited
financial statements referred to in Section 7.01; provided,
however, that for purposes of Section 8.01, Mexican GAAP means
Mexican Financial Reporting Standards as in effect on December 31, 2008. In
the event that any change in Mexican GAAP shall occur, or the Borrower shall
decide to or be required to change to IFRS, and such change results in a change
in the method of calculation of financial covenants, standards or terms in this
Agreement, then the Borrower and the Administrative Agent agree to enter into
negotiations in order to amend such provisions of this Agreement so as to
equitably reflect such change in Mexican GAAP with the desired result that the
criteria for evaluating the Borrower’s financial condition shall be the same
after such change as if such change had not been made. Until such time as such
an amendment shall have been executed and delivered by the Borrower, the
Administrative Agent and the Required Lenders, all financial covenants,
standards and terms in this Agreement shall continue to be calculated or
construed as if such change in Mexican GAAP had not occurred.”

2.7 The definition for “Qualified Receivables
Transaction” in Section 1.01 (“Certain Definitions”) shall be
deleted and replaced in its entirety with the following language:

““Qualified Receivables Transaction” means a sale, transfer, or
securitization of receivables and related assets by the Borrower or its
Subsidiaries, including a sale at a discount, provided that (i) such
receivables have been sold, transferred or otherwise conveyed, directly or
indirectly, by the originator thereof in a

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manner that satisfies the requirements for a sale, transfer or other
conveyance under the laws and regulations of the jurisdiction in which such
originator is organized; (ii) at the time of the sale, transfer or
securitization of receivables is put in place, the receivables are derecognized
from the balance sheet of the Borrower or its Subsidiary in accordance with the
generally accepted accounting principles applicable to such Person in effect as
at the date of such sale, transfer or securitization; and (iii) except for
customary representations, warranties, covenants and indemnities, such sale,
transfer or securitization is carried out on a non-recourse basis or on a basis
where recovery is limited to the collection of receivables.”

2.8 The definition for “Subsidiary” in
Section 1.01 (“Certain Definitions”) shall be amended by the
deletion of the last sentence thereof.

2.9 The definition for “Value of Debt Currency
Derivatives” in Section 1.01 (“Certain Definitions”) shall be
amended to include the following sentence at the end thereof:

“For the avoidance of doubt, Value of Debt Currency Derivatives is net of
any amounts pledged as cash collateral.”

2.10 The following definitions shall be added to
Section 1.01 (“Certain Definitions”) in alphabetical order:

““Acquired Debt” means, with respect to any specified Person, Debt
of any other Person existing at the time such Person becomes a Subsidiary of
such specified Person or assumed in connection with the acquisition of assets
from such Person.”

““Amendment No. 4” means the Fourth Amendment to the Credit
Agreement, dated as of [—], by and among Cemex
S.A.B. de C.V., as Borrower, Cemex México, S.A. de C.V. and Empresas Tolteca de
México, S.A. de C.V., as Guarantors, Barclays Bank plc, New York Branch, as
Administrative Agent, and the several Lenders party thereto.”

““Amendment No. 4 Effective Date” has the meaning specified
in Section 5 of Amendment No. 4.”

““Capital Expenditure” means, for any period, (a) the
additions to property, plant and equipment and other capital expenditures of the
Borrower and its Subsidiaries that are (or should be) set forth in a
consolidated statement of cash flows of the Borrower for such period prepared in
accordance with Mexican GAAP and (b) any Capital Leases incurred by the
Borrower and its Subsidiaries during such period.”

““Discontinue Option” has the meaning set forth in the definition
of “EBITDA” in Section 1.01 of this Agreement.”

““Discontinued EBITDA” means, for any period, the sum for
Discontinued Operations of (a) operating income (utilidad de
operación), (b) cash interest income and (c) depreciation and
amortization expense, in each case determined in accordance with Mexican GAAP
consistently applied for such period.”

““Discontinued Operations” means operations that are accounted for
as discontinued operations pursuant to Mexican GAAP for which the Disposition of
such assets has not yet occurred.”

““Dutch Loan Agreement” means each of the Senior Unsecured Dutch
Loan “A” Agreement and the Senior Unsecured Dutch Loan “B” Agreement, dated as
of June 2, 2008 by and among New Sunward Holding B.V., as borrower, CEMEX,
S.A.B de C.V. and CEMEX México, S.A. de C.V., as guarantors, HSBC Securities
(USA) Inc., as sole structuring agent, HSBC Securities (USA) Inc., Banco
Santander,

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S.A. and The Royal Bank of Scotland PLC, as joint lead arrangers and
joint bookrunners, ING Capital LLC, as administrative agent and ING Bank N.V.
acting through its Curaçao Branch and Caja de Madrid – Miami Agency as mandated
lead arrangers.”

““Ending Exchange Rate” means the exchange rate at the end of a
Reference Period for U.S.$ or Euros, as the case may be, corresponding to any
U.S.$/Euro EBITDA, in each case as used by the Borrower and its auditors in
preparation of the Borrower’s financial statements in accordance with Mexican
GAAP.”

““Euro” means the single currency of Participating Member States.”

““Guarantee” means, as applied to any Debt of another Person,
(i) a guarantee, direct or indirect, in any manner, of any part or all of
such Debt and (ii) any direct or indirect obligation, contingent or
otherwise, of a Person guaranteeing or having the effect of guaranteeing the
Debt of any other Person in any manner. (and “Guaranteed” and “Guaranteeing”
shall have meanings that correspond to the foregoing).”

““IFRS” means international accounting standards within the
meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements.”

““Incur” means, with respect to any Debt of any Person, to create,
issue, incur (by conversion, exchange or otherwise), assume, Guarantee or
otherwise become liable in respect of such Debt or the recording, as required
pursuant to Mexican GAAP or otherwise, of any such Debt on the balance sheet of
such Person. Debt otherwise Incurred by a Person before it becomes a Subsidiary
of the Borrower shall be deemed to be Incurred at the time at which such Person
becomes a Subsidiary of the Borrower. “Incurrence,” “Incurred,” “Incurrable” and
“Incurring” shall have meanings that correspond to the foregoing.”

““Investment” by the Borrower or its Subsidiaries means, any
direct or indirect capital contribution (by means of any transfer of cash) to
another Person which is not the Borrower or its Subsidiaries, not constituting
an Acquisition.”

““Notice of Discontinuance” has the meaning set forth in the
definition of “EBITDA” in Section 1.01 of this Agreement.”

““Ordinary Course Loans” means a loan or advance: (i) made by
the Borrower or any of its Subsidiaries to a supplier, vendor, customer or other
similar counterparty; (ii) which is due and payable not more than
eighteen (18) months after being made (and where the Debt being Incurred to
fund such loan or advance has a weighted average life to maturity that is
greater than such loan or advance); (iii) made on terms and under
circumstances consistent with past practices of the Borrower or such Subsidiary;
and (iv) the aggregate principal amount of which, when added to all other
such loans and advances, does not exceed at any time U.S.$75,000,000 (or the
equivalent in other currencies).”

““Participating Member State” means any member state of the
European Union that adopts or has adopted the euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and
Monetary Union.”

““Permitted Debt” means, any Debt:

(a)

the net proceeds of
which are applied to repay, prepay or discharge the Loans or other Debt
existing as at the date of such Incurrence and associated costs and
expenses, so long as either: (i) the weighted average life to
maturity of such new Debt is not less than the remaining weighted average
life to maturity of the Debt being repaid, prepaid or otherwise discharged
and the proceeds of such new Debt are applied towards such

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repayment, prepayment or other
discharge within fifteen (15) days of such Incurrence; or
(ii) such new Debt is incurred under a liquidity facility or
facilities in an aggregate principal amount not exceeding U.S.$600,000,000
outstanding at any time, provided, that, the proceeds of
such new Debt are used to repay, prepay or otherwise discharge Debt
outstanding on the Amendment No. 4 Effective Date (including any such
Debt that has been refinanced) within fifteen (15) days of the
Incurrence of such new Debt;

(b)

the net
proceeds of which are applied to pay obligations of the Borrower and/or
its Subsidiaries arising under written agreements existing on the
Amendment No. 4 Effective Date, excluding obligations in respect of
Capital Expenditures, Restricted Payments and Investments;

(c)

the net
proceeds of which are applied for Capital Expenditures (i)(A) made from
January 1, 2009 until December 31, 2009, in an aggregate amount
per annum not to exceed U.S.$60,000,000 (or the equivalent in other
currencies) if such Permitted Debt is Incurred in an export credit
financing and (B) U.S.$40,000,000 (or the equivalent in other
currencies) in all other cases; and (ii)(A) made from January 1, 2010
until December 31, 2010, and from January 1, 2011 until the
Termination Date, in each case in an aggregate amount per annum not to
exceed U.S.$40,000,000 (or the equivalent in other currencies) if such
Permitted Debt is Incurred in an export credit financing and
(B) U.S.$60,000,000 (or the equivalent in other currencies) in all
other cases; provided, that, any Debt Incurred pursuant to
this clause has a weighted average life to maturity that is greater than
the remaining weighted average life to maturity of the Debt under this
Agreement;

(d)

the net
proceeds of which are applied to satisfy obligations of the Borrower or
any of its Subsidiaries arising in the ordinary course of business of such
Person, excluding obligations in respect of (i) Capital Expenditures,
(ii) Restricted Payments, (iii) Acquisitions,
(iv) Investments, and (v) loans and advances made or to be made
by such Person, other than Ordinary Course Loans;

(e)

owed to the
Borrower or any of its consolidated Subsidiaries;

(f)

which has
become Debt solely due to a change in Mexican GAAP;

(g)

to the
extent resulting from the conversion of a Loan into a Maturity Loan (as
defined in each Dutch Loan Agreement) pursuant to a Dutch Loan Agreement;

(h)

to the
extent resulting from the closing of, or funding under, a facilities
agreement with CEMEX Espana, S.A. as Borrower, CEMEX Australia Holdings
Pty Limited and CEMEX, Inc. as Original Guarantors, Banco Santander, S.A.
and The Royal Bank of Scotland Plc as Documentation Agents, and The Royal
Bank of Scotland Plc as Facility Agent, in an aggregate amount of up to
U.S.$2,000,000,000 (or the equivalent thereof in other currencies) so long
as the net proceeds of which are applied to repay, prepay or discharge
existing bilateral debt; or

(i)

any
Guarantee Incurred by the Borrower or any of its Subsidiaries for any of
the Debt referred to in paragraphs (a) to (h) above.”

““Recalculated EBITDA” has the meaning set forth in the definition
of “EBITDA” in Section 1.01 of this Agreement.”

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““Reference Period” means any period of four consecutive fiscal
quarters.”

““Restricted Payment” means any cash dividend or other cash
distribution with respect to any Capital Stock of the Borrower, or any cash
payment, including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such Capital Stock, or on account of any return of capital to the Borrower’s
stockholders.”

““SEC” means the U.S. Securities and Exchange Commission.”

““Solvent” means, with respect to any Person, that such Person
(a) owns and will own assets the fair saleable value of which are
(i) greater than the total amount of its debts and liabilities,
subordinated, contingent or otherwise; and (ii) greater than the amount
that will be required to pay the probable liabilities of its then existing
debts, as such debts become absolute and matured and considering all financing
alternatives and potential asset sales reasonably available to it; (b) has
capital that is not unreasonably small in relation to its business as presently
conducted and as proposed to be conducted following the Amendment No. 4
Effective Date; (c) does not intend to incur and does not believe that it
will incur debts beyond its ability to pay such debts as they become due; and
(d) is not, or is not deemed to be, in general default of its obligations
pursuant to the Mexican Ley de Concursos Mercantiles. In computing the
amount of contingent or unliquidated liabilities at any time, such liabilities
shall be computed at the amount that, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability. For the purposes of this
definition “fair saleable value” means the aggregate amount of net
consideration (giving effect to reasonable and customary costs of sale and
taxes) that could be expected to be realized if the aggregate assets of the
applicable entity are sold with reasonable promptness in an arm’s length
transaction under present conditions for the sale of assets of comparable
business enterprises.”

““U.S.$/Euro EBITDA” means any EBITDA of a Subsidiary of the
Borrower for a particular Reference Period which is generated in U.S.$ or
Euros.”

2.11 Section 1.03 (“Accounting Terms and
Determinations”) shall be amended by the addition of “(a)” after the heading
“Accounting Terms and Determinations.” and the addition of a new
Paragraph (b) to read as follows:

“(b)

Calculations
with respect to the Consolidated Net Debt/EBITDA Ratio and the Adjusted
Consolidated Net Tangible Assets and the defined terms used in such
calculations, when made in relation to dates other than the last day of a
fiscal period, shall be made by the Borrower acting in good faith by
reference to (i) the most recently available financial statements of
the Borrower and its Subsidiaries (including, to the extent available,
unaudited monthly financial information) as of such date and
(ii) events, conditions and circumstances occurring or existing
subsequent to such financial statements.”

2.12 A new Section 5.22 (“Solvency”)
shall be added to the Credit Agreement to read as follows:

“5.22 Solvency. The Borrower and each Guarantor is, and after
giving effect to the Loans and each of the transactions contemplated by this
Agreement and the Transaction Documents will be, Solvent.”

2.13 Paragraph (a) of Section 8.01
(“Financial Conditions”) shall be deleted and replaced in its entirety
with the following language:

“(a)

The Borrower
shall not permit the Consolidated Net Debt / EBITDA Ratio at any time to
exceed:

(i)

4.50 to 1.0
during the Reference Period ending on each of December 31, 2008 and
March 31, 2009;

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(ii)

4.75 to 1.0
during the Reference Period ending on June 30, 2009;

(iii)

4.50 to 1.0
during the Reference Period ending on each of September 30, 2009 and
December 31, 2009;

(iv)

4.25 to 1.0
during the Reference Period ending on each of March 31, 2010 and
June 30, 2010;

(v)

4.00 to 1.0
during the Reference Period ending on September 30, 2010;

(vi)

3.75 to 1.0
during the Reference Period ending on each of December 31, 2010 and
March 31, 2011; and

(vii)

3.75 to 1.0
during the Reference Period ending on the Termination Date.”

2.14

Paragraph
(j) of Section 8.02 (“Liens”) shall be deleted and
replaced in its entirety with the following language:

“(j)

any Liens in
respect of any Qualified Receivables Transactions;”

2.15 Paragraph (c) of Section 8.03
(“Consolidations and Mergers”) shall be deleted and replaced in its
entirety with the following language:

“(c)

immediately
after giving effect to such transaction, including for purposes of this
clause (c) the substitution of any Successor to the Borrower for the
Borrower or the substitution of any Successor to a Guarantor for such
Guarantor and treating any Debt or Lien incurred by the Borrower or any
Successor to the Borrower, or by a Guarantor of the Borrower or any
Successor to such Guarantor, as a result of such transactions as having
been incurred at the time of such transaction (and Incurred for the
purposes of Section 8.07), no Default or Event of Default shall have
occurred and be continuing; and”

2.16 Section 8.04 (“Sales of Assets,
Etc.”) shall be deleted and replaced in its entirety with the following
language:

“8.04 Sales of Assets, Etc. The Borrower will not, and will not
permit any of its Material Subsidiaries to, sell, lease or otherwise dispose of
any of its assets (including the Capital Stock of any Subsidiary), other than
(a) inventory, trade receivables and assets surplus to the needs of the
business of the Borrower or any Subsidiary sold in the ordinary course of
business, (b) assets not used, usable or held for use in connection with
cement operations and related operations, and (c) any “margin stock” within
the meaning of Regulation U acquired by the Borrower with the proceeds of the
Loans through a Tender Offer, unless the proceeds of the sale of such assets are
retained by the Borrower or such Subsidiary, as the case may be, and, as
promptly as practicable after such sale (but in any event within one hundred and
eighty (180) days of such sale), the proceeds are applied to
(i) expenditures for property, plant and equipment usable in the cement
industry or related industries; (ii) the repayment of senior Debt of the
Borrower or any of its Subsidiaries, whether secured or unsecured; or
(iii) investments in companies engaged in the cement

8

industry or related industries; provided, however, that the
net proceeds from Qualified Receivables Transactions to the extent exceeding, in
the aggregate, the aggregate U.S.$ amount set forth in Schedule 8.04
attached hereto shall be applied to the repayment of senior Debt of the Borrower
or any of its Subsidiaries, whether secured or unsecured; and provided,
that, nothing in this Section 8.04 shall prevent any sale, lease or
other disposal of assets from any Subsidiary to another Subsidiary.”

2.17 A new Section 8.07 (“Limitation on
Indebtedness”) shall be added to the Credit Agreement to read as follows:

“8.07 Limitation on Indebtedness. The Borrower shall not, and
shall not permit any of its Subsidiaries to, Incur any Debt (including Acquired
Debt), provided, that, the Borrower or any Subsidiary may Incur
Debt if on the date of such Incurrence and after giving effect thereto on a
pro forma basis (as if such Debt had been Incurred on the first day of
the relevant Reference Period): (a) the Consolidated Net Debt / EBITDA
Ratio is less than 3.5 to 1.0 and (b) no Event of Default has occurred and
is continuing or would result from the Incurrence of such Debt. Notwithstanding
the foregoing, the Borrower and its Subsidiaries may Incur Permitted Debt.

(a)

Upon each
Incurrence of Debt, the Borrower or Subsidiary, as the case may be, may
designate (and later re-designate) in its sole discretion pursuant to
which category of Permitted Debt any Debt is being Incurred and may
subdivide an amount of Debt and designate (and later redesignate) more
than one such category pursuant to which such amount of Debt is being
Incurred and such Permitted Debt shall not be deemed to have been Incurred
or outstanding under any other category of Permitted Debt. For the
avoidance of doubt, the inability of the Borrower or its Subsidiary to
Incur Debt under one category shall not limit the ability of the Borrower
or its Subsidiary to Incur Debt under another category.

(b)

Accrual of
interest shall not be deemed to be an Incurrence of Debt for purposes of
this Section 8.07. Notwithstanding any other provision of this
covenant, the maximum amount of Debt that the Borrower and its
Subsidiaries may Incur pursuant to this covenant shall not be deemed to be
exceeded, with respect to any outstanding Debt, solely as a result of
fluctuations in the exchange rate of currencies. The principal amount of
any Debt Incurred to refinance other Debt, if Incurred in a different
currency from the Debt being refinanced, shall be calculated based on the
currency exchange rate applicable to the currencies in which such
respective Debt is denominated that is in effect on the date of such
refinancing.

(c)

For purposes
of determining compliance with any U.S. Dollar-denominated
restriction on the Incurrence of Debt, the U.S. Dollar equivalent
principal amount of Debt denominated in a foreign currency shall be
calculated based on the relevant currency exchange rate in effect on the
date such Debt was Incurred.”

2.18 Paragraph (e) (“Defaults under Other
Agreements”) of Section 10.01 (“Events of Default”) shall be
deleted and replaced in its entirety with the following language:

“(e)

Defaults
under Other Agreements. The occurrence of a default or event of
default under any indenture, agreement or instrument relating to any
Material Debt of the Borrower or any of its Subsidiaries, and such default
or event of default results in the acceleration of the maturity of any
principal amount of such Material Debt prior to the date on which it would
otherwise become due and payable; or any principal amount of Material Debt
of the Borrower or any of its Subsidiaries shall not be paid upon the
scheduled maturity thereof (after giving effect to any applicable grace
period); or”

9

2.19 A new Section 10.05 (“Remedies
Independent”) shall be added to the Credit Agreement to read as follows:

“10.05 Remedies Independent. Any debt owing to a Lender under the
Transaction Documents shall be a separate and independent debt. Except as
otherwise stated in the Transaction Documents, (i) any right of a Lender
under the Transaction Documents shall be a separate and independent right and
(ii) a Lender may separately enforce its rights under the Transaction
Documents.”

2.20 Paragraph (b) of Section 13.02
(“Amendments and Waivers”) shall be amended by the insertion of the word
“or” after the semicolon at the end of subsection (iv) thereof and the
addition of a new subsection (v) at the end thereof, to read as follows:

“(v)

amend,
modify or waive any provision of Article IX or release any
Guarantor from its obligations hereunder;”

2.21 Paragraph (a) of Section 13.11
(“Submission to Jurisdiction”) shall be amended to include the following
sentence at the end thereof:

“Each of the parties hereto also submits to the jurisdiction of the
competent courts of its corporate domicile in respect of actions initiated
against it as a defendant.”

2.22 Paragraph (b) of Section 13.11
(“Submission to Jurisdiction”) shall be deleted and replaced in its
entirety with the following language:

“(b)

Each of the
parties hereto hereby irrevocably waives, to the fullest extent it may
effectively do so, the jurisdiction of any court other than those
identified in paragraph (a) above and any objection that it may now
or hereafter have to the laying of venue of any such suit, action or
proceeding in any such federal or New York State court and irrevocably
waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of any such suit, action or
proceeding.”

2.23 Paragraph (a) of Section 13.12
(“Appointment of Agent for Service of Process”) shall be amended by the
insertion of the following sentence after the first sentence thereof:

“The Borrower and each Guarantor hereby appoints as its conventional
domicile exclusively to receive any of the notices and service of process, the
domicile of the Process Agent mentioned above or any other domicile notified in
writing by the Process Agent to the Borrower, the Administrative Agent or any
Lender.”

3. Representations and Warranties. The
Borrower and each of the Credit Parties hereby represent and warrant to the
Administrative Agent and the Lenders that:

3.1 The representations and warranties of the
Borrower contained in the Credit Agreement are true and correct as of the date
of this Amendment No. 4; provided, however, that (i) in
Section 5.06 (“Litigation”), the reference to Schedule 5.06 is
replaced by Schedule 5.06 attached hereto and (ii) with respect to
Section 5.11 (“Ownership of Property”), the representations and
warranties are true and correct, other than as is set forth in the Risk Factors
in the Borrower’s Form 20-F for the year ended December 31, 2007 filed with
the SEC and updated in the Borrower’s Form 6-K filed on August 19, 2008
with the SEC, in each case with respect to CEMEX Venezuela S.A.C.A.

10

3.2 The representations and warranties of the
Guarantors contained in the Credit Agreement are true and correct as of the date
of this Amendment No. 4; provided, however, in
Section 6.05 (“Litigation”), the reference to Schedule 6.05 is
replaced by Schedule 5.06 attached hereto.

3.3 The execution, delivery and performance by the
Borrower and each of the other Credit Parties of this Amendment No. 4 has
been duly authorized by all necessary corporate action, and this Amendment
No. 4 constitutes the legal, valid and binding obligation of the Borrower
and each of the Credit Parties enforceable against the Borrower and each of the
Credit Parties in accordance with its terms, except as enforceability may be
limited by applicable concurso mercantil, bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights generally
or general equity principles.

3.4 The execution, delivery and performance of
this Amendment No. 4 does not, and will not, contravene or conflict with
any provision of (i) any Requirement of Law, (ii) any judgment, decree
or order, or (iii) the certificate or articles of incorporation or by-laws
or other constituent documents of the Borrower and the Credit Parties, and does
not, and will not, contravene or conflict with, or cause any Lien to arise
under, any provision of any Contractual Obligation applicable to the Borrower
and the Credit Parties.

3.5 No Default or Event of Default exists under
the Credit Agreement or any other Transaction Document or will exist after or be
triggered by the execution, delivery and performance of this Amendment
No. 4. In addition, the Borrower and the Credit Parties hereby represent,
warrant and reaffirm that the Credit Agreement, the Notes and each of the other
Transaction Documents remain in full force and effect.

4. Facility Fee. The Borrower hereby agrees
to pay to the Administrative Agent for the benefit of each Lender that is a
signatory to this Amendment No. 4 (each a “Consenting
Lender”) a facility fee, which shall accrue and be payable in
arrears for each Facility Fee Period, in an amount equal to the percentage per
annum determined in accordance with the table below (the “Facility Fee”),
and applied to a Consenting Lender’s Average Drawn Commitments for such Facility
Fee Period and will accrue on, and be calculated based on, the number of days
elapsed in such Facility Fee Period. The Facility Fee for each Facility Fee
Period will be as set forth below determined in accordance with the Consolidated
Net Debt / EBITDA Ratio calculated based on the financial statements delivered,
or required to be delivered, on the applicable Calculation Date:

Consolidated Net Debt / EBITDA
Ratio

Facility Fee

Greater than 4.50 to 1

2.00

%

Less than or equal to 4.50 to 1, but greater
than 4.00 to 1

1.25

%

Less than or equal to 4.00 to 1, but greater
than 3.75 to 1

0.75

%

Less than or equal to 3.75 to 1, but greater
than 3.50 to 1

0.5

%

Less than or equal to 3.50 to
1

0

%

11

The Facility Fee shall be payable within five
Business Days after the Calculation Date applicable to each relevant Facility
Fee Period; provided that, in respect of any Facility Fee Period
ending on an Early Repayment Event, the Facility Fee shall be payable on the
date of such Early Repayment Event. Notwithstanding the above, no Facility Fee
shall be payable in respect of any Facility Fee Period in which an acceleration
of any Loan occurs or in respect of any fiscal quarter thereafter.

For purposes of this Section 4, the following
definitions shall apply:

“Average Drawn Commitments” means, for any Facility Fee Period,
the Consenting Lender’s ratable share of the Average Outstanding Loans under the
Credit Agreement as of the end of each day during such Facility Fee Period,
divided by the number of days in such Facility Fee Period.

“Calculation Date” means with respect to each Facility Fee Period,
the earlier of the date on which the Borrower delivers, or is required to
deliver, its financial statements with respect to the fiscal quarter ending on
the last day of such Facility Fee Period in accordance with Sections
7.01(a) and 7.01(b) of the Credit Agreement; provided,
however, that if an Early Repayment Event occurs the Calculation Date for
the Facility Fee Period ending on such Early Repayment Event shall be the date
on which the financial statements for the most recently completed fiscal quarter
for which financial statements are required to have been delivered pursuant
Sections 7.01(a) and 7.01(b) of the Credit Agreement have been
delivered or were required to be delivered.

“Facility Fee Period” means each fiscal quarter; provided,
however,

(1)

the first
Facility Fee Period shall commence on, and include, the Amendment
No. 4 Effective Date and end on, and include, December 31, 2008;

(2)

that in
respect of any Facility Fee Period in which the Loans are repaid or
prepaid in full (“Early Repayment Event”), such Facility Fee Period
shall be deemed to end on the date of such Early Repayment Event; and

(3)

if the
Borrower requests any Borrowings after an Early Repayment Event, the
Facility Fee Period will commence on the date of such Borrowing and end on
the last day of the fiscal quarter in which such Borrowing occurred.

5. Conditions Precedent to Effectiveness.
The effectiveness of the amendments set forth in Section 2 hereof
are in each instance subject to the satisfaction of each of the following
conditions precedent (the date on which all such conditions precedent are
satisfied or waived being the “Amendment No. 4 Effective Date”):

5.1 Amendment No. 4. This Amendment
No. 4 shall have been duly authorized, executed and delivered by each of
the Borrower, the Guarantors and the Required Lenders, and acknowledged by the
Administrative Agent (which shall be a purely ministerial action).

5.2 No Default. No Default or Event of
Default shall have occurred and be continuing, or would result from the
execution or effectiveness of this Amendment No. 4.

5.3 Opinions. The Administrative Agent and
the Lenders shall have received opinions from (i) the Borrower’s General
Counsel and (ii) Skadden, Arps, Slate, Meagher & Flom LLP, with
respect to the enforceability of this Amendment No. 4 and no conflict with
New York law and material agreements governed by New York law, and in form and
substance acceptable to the Administrative Agent.

12

5.4 No Material Adverse Effect. No Material
Adverse Effect has occurred since December 31, 2007 (excluding the
financial condition and events previously disclosed in (i) the Borrower’s
filings made with the SEC or the Bolsa Mexicana de Valores, S.A.B de C.V.
after December 31, 2007; or (ii) in the Borrower’s unaudited financial
statements for each of the first three fiscal periods of 2008).

5.5 Solvency. The Borrower and each
Guarantor is, and after giving effect to each of the transactions contemplated
by this Amendment No. 4 and the Transaction Documents will be, Solvent.

5.6 Miscellaneous. The Administrative Agent
and the Lenders shall have received such other agreements, instruments and
documents as the Administrative Agent or the Lenders may reasonably request.

5.7 Other Facilities. Section 2.13 of
this Amendment shall not be effective until the debt obligations set forth on
Exhibit A attached hereto have been amended in form and substance
reasonably satisfactory to the Lenders and the Borrower shall have notified the
Administrative Agent of such modification in writing.

6. Reference to and Effect Upon the Credit
Agreement and other Transaction Documents.

6.1 Full Force and Effect. Except as
specifically provided herein, the Credit Agreement, the Notes and each other
Transaction Document shall remain in full force and effect and each Note,
Transaction Document, and the Credit Agreement is hereby ratified and confirmed
by the Borrower.

6.2 No Waiver. The execution, delivery and
effect of this Amendment No. 4 shall be limited precisely as written and
shall not be deemed to (i) be a consent to any waiver of any term or
condition, or to any amendment or modification of any term or condition (except
as specifically provided herein) of the Credit Agreement, the Notes or any other
Transaction Document, (ii) prejudice any right, power or remedy which the
Administrative Agent or any Lender now has or may have in the future under or in
connection with the Credit Agreement or any other Transaction Document or
(iii) constitute a novation of any of the obligations under the Credit
Agreement, the Notes, and the other Transaction Documents.

6.3 Certain Terms. Each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or any
other word or words of similar import shall mean and be a reference to the
Credit Agreement as amended hereby, and each reference in any other Transaction
Document to the Credit Agreement or any word or words of similar import shall be
and mean a reference to the Credit Agreement as amended hereby.

7. Counterparts. This Amendment No. 4
may be executed in any number of counterparts, each of which when so executed
shall be deemed an original but all such counterparts shall constitute one and
the same instrument. Delivery of an executed counterpart of a signature page to
this Amendment No. 4 by telecopier shall be as effective as delivery of a
manually executed counterpart signature page to this Amendment No. 4.

8. Costs and Expenses. As provided in the
Credit Agreement, the Borrower shall pay the reasonable fees, costs and expenses
incurred by the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment No. 4 (including, without
limitation, attorneys’ fees).

13

9. GOVERNING LAW. THIS AMENDMENT NO. 4
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK.

10. Headings. Section headings in this
Amendment No. 4 are included herein for convenience of reference only and
shall not constitute a part of this Amendment No. 4 for any other purpose.

[Signature Pages Follow]

14

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

CEMEX, S.A.B. de C.V.,

as Borrower

By

/s/ Augustin Blanco

Name:

Augustin
Blanco

Title:

Attorney-in-fact

[Signature Page Amendment No. 4
to $1.2bn Facility – Cemex S.A.B. de C.V.]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

CEMEX MÉXICO, S.A. de C.V.,

as a Guarantor

By

/s/ Augustin Blaco

Name:

Augustin
Blanco

Title:

Attorney-in-fact

[Signature Page Amendment No. 4
to $1.2bn Facility – Cemex México, S.A. de C.V.]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

EMPRESAS TOLTECA de MÉXICO, S.A.

de C.V.,

as a Guarantor

By

/s/ Augustin Blanco

Name:

Augustin
Blanco

Title:

Attorney-in-fact

[Signature Page Amendment No. 4
to $1.2bn Facility – Empresas Tolteca de México, S.A. de C.V]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

BARCLAYS BANK PLC,

as Administrative Agent and as
Lender

By

/s/ Nicholas A. Bell

Name:

Nicholas A.
Bell

Title:

Director

[Signature Page Amendment No. 4
to $1.2bn Facility – Barclays Bank PLC]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

CITIBANK, N.A., NASSAU, BAHAMAS

BRANCH,

as Lender

By

/s/ Leslie Munroe

Name:

Leslie
Munroe

Title:

Attorney-In-Fact

[Signature Page Amendment No. 4
to $1.2bn Facility – Citibank, N.A., Nassau, Bahamas Branch]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

BANCO SANTANDER, S.A., NEW YORK

BRANCH,

as a Lender

By

/s/ Harry Moreno

Name:

Harry
Moreno

Title:

Vice
President

By

/s/ Jesus Lopez

Name:

Jesus
Lopez

Title:

Vice
President

[Signature Page Amendment No. 4
to $1.2bn Facility – Banco Santander, S.A., New York Branch]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

THE BANK OF NOVA SCOTIA,

as a Lender

By

/s/ Marian Lawson

Name:

Marian
Lawson

Title:

Managing Director,
Co-Head Corporate Banking

[Signature Page Amendment No. 4
to $1.2bn Facility – The Bank of Nova Scotia]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

BANCO BILBAO VIZCAYA

ARGENTARIA, S.A., GRAND CAYMAN
BRANCH,

as a Lender

By

/s/ Rodolfo Hare

Name:

Rodolfo
Hare

Title:

Vice President
Global Corporate Banking

By

/s/ Cristian Aguirre

Name:

Cristian
Aguirre

Title:

Assistant Vice
President International Corporate Banking

[Signature Page Amendment No. 4
to $1.2bn Facility – BBVA, S.A., Grand Cayman Branch]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

BNP PARIBAS PANAMA BRANCH,

as a Lender

By

/s/ Nair Gonzales

Name:

Nair
Gonzales

Title:

Senior
Vice-President

By

/s/ Alain Ligault

Name:

Alain
Ligault

Title:

Senior Credit
Officer

[Signature Page Amendment No. 4
to $1.2bn Facility – BNP Paribas Panama Branch]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

CALYON NEW YORK BRANCH,

as a Lender

By

/s/ [illegible]

Name:

[illegible]

Title:

Managing
Director

By

/s/ David Rigaud

Name:

David
Rigaud

Title:

Managing
Director

[Signature Page Amendment No. 4
to $1.2bn Facility – Calyon New York Branch]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

ING BANK N.V. (ACTING THROUGH ITS

CURACAO BRANCH),

as a Lender

By

/s/ Remco Gaanderse

Name:

Remco
Gaanderse

Title:

Country
Manager

By

/s/ [illegible]

Name:

[illegible]

Title:

Chief Financial
Officer

[Signature Page Amendment No. 4
to $1.2bn Facility – ING Bank N.V., Acting through its Curacao
Branch]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

WACHOVIA BANK, NATIONAL

ASSOCIATION,

as a Lender

By

/s/ [illegible]

Name:

[illegible]

Title:

Managing
Director

[Signature Page Amendment No. 4
to $1.2bn Facility – Wachovia Bank, National Association]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

BAYERISCHE LANDESBANK, NEW

YORK BRANCH,

as a Lender

By

/s/ Gina Hoey

Name:

Gina
Hoey

Title:

Vice
President

By

/s/ Nikolai von Mengden

Name:

Nikolia von
Mengden

Title:

Senior Vice
President

[Signature Page Amendment No. 4
to $1.2bn Facility – Bayerische Landesbank, New York Branch]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

FORTIS CAPITAL CORP.,

as a Lender

By

/s/ Carlos Marmol

Name:

Carlos
Marmol

Title:

Head of
International Desk N.A.

By

/s/ Steven Silverstein

Name:

Steven
Silverstein

Title:

Director

[Signature Page Amendment No. 4
to $1.2bn Facility – Fortis Capital Corp.]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

HSBC BANK PLC SURCURSAL EN

ESPAÑA,

as a Lender

By

/s/ Mark Hall

Name:

Mark
Hall

Title:

Managing
Director

By

Name:

Title:

[Signature Page Amendment No. 4
to $1.2bn Facility – HSBC Bank PLC Surcursal en España]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

THE ROYAL BANK OF SCOTLAND PLC,

as a Lender

By

/s/ Guillermo Poggio

Name:

Guillermo
Poggio

Title:

By

/s/ [illegible]

Name:

[illegible]

Title:

[Signature Page Amendment No. 4
to $1.2bn Facility – The Royal Bank of Scotland PLC]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

SOCIÉTÉ GÈNÉRALE,

as a Lender

By

/s/ Ambrish Thanawala

Name:

Ambrish
Thanawala

Title:

Managing
Director

[Signature Page Amendment No. 4
to $1.2bn Facility – Société Gènérale]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

BANK OF AMERICA, N.A.,

as a Lender

By

/s/ Emilio Arriaga B

Name:

Emilio Arriaga
B

Title:

Vice
President

[Signature Page Amendment No. 4
to $1.2bn Facility – Bank of America, N.A.]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD.,

as a Lender

By

/s/ Makoto Kinoshita

Name:

Makoto
Kinoshita

Title:

VP &
Manager

[Signature Page Amendment No. 4
to $1.2bn Facility – The Bank of Tokyo-Mitsubishi UFJ, Ltd.]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

JPMORGAN CHASE BANK, N.A.,

as a Lender

By

/s/ Pablo Ogarrio

Name:

Pablo
Ogarrio

Title:

Vice
President

[Signature Page Amendment No. 4
to $1.2bn Facility – JPMorgan Chase Bank, N.A.]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

INTESA SANPAOLO S.p.A., NEW YORK
BRANCH,

as a Lender

By

/s/ Barbara J. Bassi

Name:

Barbara J.
Bassi

Title:

Vice
President

By

/s/ D. Mara Lowenstein

Name:

D. Mara Lowenstein,
Esq.

Title:

General Counsel
& Vice President

[Signature Page Amendment No. 4
to $1.2bn Facility – Intesa Sanpaolo S.p.A., New York Branch]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

CAJA DE AHORROS Y MONTE DE

PIEDAD DE MADRID MIAMI AGENCY,

as a Lender

By

/s/ Manuel Nunez

Name:

Manuel
Nunez

Title:

General
Manager

By

/s/ Pablo Hernandez

Name:

Pablo
Hernandez

Title:

Head of Capital
Markets & IFIs

[Signature Page Amendment No. 4
to $1.2bn Facility – Caja de Madrid Miami Agency]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

COMERICA BANK,

as a Lender

By

/s/ [illegible]

Name:

[illegible]

Title:

Vice
President

[Signature Page Amendment No. 4
to $1.2bn Facility – Comerica Bank]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

MORGAN STANLEY BANK,

as a Lender

By

/s/ Melissa James

Name:

Melissa
James

Title:

Authorized
Signatory

[Signature Page Amendment No. 4
to $1.2bn Facility – Morgan Stanley Bank]

IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as
of the date first written above.

BANCA MONTE
DEI PASCHI DI SIENA S.P.A., as a Lender

By

/s/ Renato Bassi

Name:

Renato
Bassi

Title:

Senior Vice
President & General Manager

[Signature Page Amendment No. 4
to $1.2bn Facility – Banca Monte Dei Paschi di Siena, S.P.A.]

EXHIBIT A

Other Facilities

(1)

Credit
Agreement, dated as of June 6, 2005, by and among CEMEX, as borrower,
CEMEX México and Empresas Tolteca, as guarantors, Barclays Bank PLC, New
York Branch, as issuing bank and documentation agent, ING Bank N.V., as
issuing bank, the several lenders party thereto, and Barclays Capital, The
Investment Banking Division of Barclays Bank PLC, as joint bookrunner,
Citigroup Global Markets Inc., as joint bookrunner and syndication agent,
and ING Capital LLC, as joint bookrunner and administrative agent, for an
aggregate principal amount of U.S.$700,000,000, as amended by Amendment
No. 1 thereto, dated as of June 21, 2006, the Amendment and
Waiver Agreement, dated as of December 1, 2006, the Third Amendment
to Credit Agreement, dated as of May 9, 2007, the Waiver Agreement,
dated as of November 30, 2007 and the Fourth Amendment to Credit
Agreement, dated as of the date hereof.

(2)

Amended and
Restated Facilities Agreement, dated as of the date hereof, for New
Sunward Holding B.V. as borrower, CEMEX, CEMEX Mexico and Empresas Tolteca
as guarantors and Citibank, N.A. as agent, for an aggregate principal
amount of U.S.$700,000,000.

(3)

Senior
Unsecured Dutch Loan “A” Agreement, dated as of June 2, 2008, by and
among NSH, CEMEX, CEMEX México, HSBC Securities (USA) Inc., as sole
structuring agent, HSBC Securities (USA) Inc., Banco Santander, S.A., and
The Royal Bank of Scotland Plc, each as joint lead arranger and joint
bookrunner, ING Capital LLC, as administrative agent, and the several
lenders party thereto for an aggregate principal amount of U.S.
$525,000,000 as amended by First Amendment and Waiver to Senior Unsecured
Dutch Loan “A” Agreement dated as of the date hereof.

(4)

Senior
Unsecured Dutch Loan “B” Agreement, dated as of June 2, 2008, by and
among NSH, CEMEX, CEMEX México, HSBC Securities (USA) Inc., as sole
structuring agent, HSBC Securities (USA) Inc., Banco Santander, S.A., and
The Royal Bank of Scotland Plc, each as joint lead arranger and joint
bookrunner, ING Capital LLC, as administrative agent, and the several
lenders party thereto for an aggregate principal amount of U.S.
$525,000,000 as amended by First Amendment and Waiver to Senior Unsecured
Dutch Loan “B” Agreement dated as of the date hereof.

(5)

Amendment
and Restatement Agreement relating to a U.S.$2,300,000,000 revolving
facilities agreement, dated as of September 24, 2004 (as amended and
restated from time to time) and made between, among others, CEMEX España,
S.A., as borrower and guarantor, Citigroup Global Markets Limited, Banco
Bilbao Vizcaya Argentaria, S.A., Banco Santander Central Hispano, S.A. and
Calyon Corporate and Investment Bank as arrangers and joint bookrunners,
and Citibank International plc acting as agent.

(6)

Waiver
letter relating to a EUR250,000,000 and JBY19,308,000,000 term and
revolving facilities agreement dated as of March 30, 2004 (as amended
and restated from time to time) and made between, among others, CEMEX
España, S.A., as borrower, Banco Bilbao Vizcaya Argentaria, S.A. and
Société Générale, S.A. as arrangers, and Banco Bilbao Vizcaya Argentaria,
S.A. as agent.

SCHEDULE 5.06

Litigation

A description of material actions, suits,
investigations, litigations or proceedings, including Environmental Actions,
affecting Borrower or any of its Subsidiaries before any court, Governmental
Authority or arbitrator is provided below.

Environmental Matters

United States

As of November 30, 2008, CEMEX, Inc. and its
subsidiaries had accrued liabilities specifically relating to environmental
matters in the aggregate amount of approximately U.S.$42.6 million. The
environmental matters relate to (i) the disposal of various materials, in
accordance with past industry practice, which might be categorized as hazardous
substances or wastes, and (ii) the cleanup of sites used or operated by
CEMEX, Inc., including discontinued operations, regarding the disposal of
hazardous substances or wastes, either individually or jointly with other
parties. Most of the proceedings are in the preliminary stage, and a final
resolution might take several years. For purposes of recording the provision,
CEMEX, Inc. considers that it is probable that a liability has been incurred and
the amount of the liability is reasonably estimable, whether or not claims have
been asserted, and without giving effect to any possible future recoveries.
Based on information available to date, CEMEX, Inc. does not believe it will be
required to spend significant sums on these matters, in excess of the amounts
previously recorded. The ultimate cost that might be incurred to resolve these
environmental issues cannot be assured until all environmental studies,
investigations, remediation work, and negotiations with or litigation against
potential sources of recovery have been completed.

CEMEX Construction Materials Florida, LLC f/k/a
Rinker Materials of Florida, Inc., a subsidiary of CEMEX, Inc., holds one
federal quarry permit and is the beneficiary of one of 10 other federal
quarrying permits granted for the Lake Belt area in South Florida. The permit
held by CEMEX Florida covers CEMEX Florida’s SCL and FEC quarries. CEMEX
Florida’s Krome quarry is operated under one of the other federal quarry
permits. The FEC quarry is the largest of CEMEX Floridas’ quarries measured by
volume of aggregates mined and sold. CEMEX Florida’s Miami cement mill is
located at the SCL quarry and is supplied by that quarry. A ruling was issued on
March 22, 2006 by a judge of the U.S. District Court for the Southern
District of Florida in connection with litigation brought by environmental
groups concerning the manner in which the permits were granted. Although not
named as a defendant, CEMEX Florida has intervened in the proceedings to protect
its interests. The judge ruled that there were deficiencies in the procedures
and analysis undertaken by the relevant governmental agencies in connection with
the issuance of the permits. The judge remanded the permits to the relevant
governmental agencies for further review, which review the governmental agencies
have indicated in a recent announcement should take until mid February 2009 to
conclude. The judge also conducted further proceedings to determine the
activities to be conducted during the remand

period. In July 2007, the judge issued a ruling that halted certain
quarrying operations at three non-CEMEX Florida quarries. The judge left in
place CEMEX Florida’s Lake Belt permits until the relevant government agencies
complete their review. In a May 2008 ruling, the federal appellate court
determined that the district court judge did not apply the proper standard of
review to the permit issuance decision of the governmental agency, vacated the
district court’s prior order, and remanded the proceeding to the district court
to apply the proper standard of review; this review remains pending before the
district court judge. If the Lake Belt permits are ultimately set aside or
quarrying operations under them restricted, CEMEX Florida will need to source
aggregates, to the extent available, from other locations in Florida or import
aggregates. This would likely affect profits from our Florida operations. Any
adverse impacts on the Florida economy arising from the cessation or significant
restriction of quarrying operations in the Lake Belt could also have a material
adverse effect on our financial results.

Europe

In Great Britain, future expenditure on closed and
current landfill sites has been assessed and quantified over the period in which
the sites are considered to have the potential to cause environmental harm,
generally consistent with the regulator view of up to 60 years from the date of
closure. The assessed expenditure relates to the costs of monitoring the sites
and the installation, repair and renewal of environmental infrastructure. The
costs have been quantified on a net present value basis in the amount of
approximately £122 million, and an accounting provision for this sum has
been made at December 31, 2007.

In 2003, the European Union adopted a directive
implementing the Kyoto Protocol on climate change and establishing a greenhouse
gas emissions allowance trading scheme within the European Union. The directive
requires Member States to impose binding caps on carbon dioxide emissions from
installations involved in energy activities, the production and processing of
ferrous metals, the mineral industry (including cement production) and the pulp,
paper or board production business. Under this scheme, companies with operations
in these sectors receive from the relevant Member States allowances that set
limitations on the levels of greenhouse gas emissions from their installations.
These allowances are tradable so as to enable companies that manage to reduce
their emissions to sell their excess allowances to companies that are not
reaching their emissions objectives. Companies can also use credits issued from
the use of the flexibility mechanisms under the Kyoto protocol to fulfill their
European obligations. These flexibility mechanisms provide that credits
(equivalent to allowances) can be obtained by companies for projects that reduce
greenhouse gas emissions in emerging markets. These projects are referred to as
Clean Development Mechanism (“CDM”) or joint implementation projects depending
on the countries where they take place. Failure to meet the emissions caps is
subject to heavy penalties.

Companies can also use, up to a certain level,
credits issued under the flexible mechanisms of the Kyoto protocol to fulfill
their European obligations. Credits for Emission Reduction projects obtained
under these mechanisms are recognized, up to a certain level, under the European
emission trading scheme as allowances. To obtain these emission reduction
credits, companies must comply with very specific and restrictive requirements
from the United Nations Convention on Climate Change (UNFCC).

As required by directive, each of the Member
States established a National Allocations Plan, or NAP, setting out the
allowance allocations for each industrial facility for Phase I, from 2005 to
2007. Based on the NAPs established by the Member States of the European Union
for the 2005 to 2007 period and our actual production, on a consolidated basis
after trading allowances between our operations in countries with a deficit of
allowances and our operations in countries with an excess of allowances, and
after some external operations, Borrower’s Subsidiaries had a surplus of
allowances of approximately 1,050,054 tons of carbon dioxide in this Phase I.

For Phase II, comprising 2008 through 2012,
however, there has been a reduction in the allowances granted by the Member
States that have already approved their NAP, which may result in a consolidated
deficit in our carbon dioxide allowances during the period. We believe we may be
able to reduce the impact of any deficit by either reducing carbon dioxide
emissions in our facilities or by obtaining additional emission credits through
the implementation of CDM projects. If we are not successful in implementing
emission reductions in our facilities or obtaining credits from CDM projects, we
may have to purchase a significant amount of emission credits in the market,
because CEMEX has already sold a substantial amount of allowances for Phase II,
the cost of which may have an impact on our operating results. As of
December 1, 2008, the market value of carbon dioxide allowances for Phase
II was approximately 15.45 € per ton. CEMEX is taking all the measures to
minimize our exposure to this market while assuring the supply of our products
to our clients.

The Spanish NAP has been finally approved by the
Spanish Government, reflecting the conditions that were set forth by the
European Commission. The allocations made to our installations allow us to
foresee certain availability of allowances, nevertheless, there remains the
uncertainty regarding the allocations that, against the reserve for new
entrants, shall be requested for the new CEMEX cement plant in Andorra (Teruel),
currently under construction, and that it is scheduled to start operating in
2010.

On May 29, 2007, the Polish government filed
an appeal before the Court of First Instance in Luxemburg regarding the European
Commission’s rejection of the initial version of the Polish NAP. The Court has
denied Poland’s request for a quick path verdict in the case, keeping the case
in the regular proceeding path, therefore, the Polish government has started to
prepare Polish internal rules on division of allowance at the level already
accepted by the European Commission. Seven major Polish cement producers,
representing 98% of Polish cement production (including CEMEX Polska), have also
filed seven separate appeals before the Court of First Instance regarding the
European Commission’s rejection. On September 29, 2008 the Court of the
First Instance issued an order rejecting CEMEX Polska’s appeal without going
into the merit of the case. As of December 4, 2008 the final version of the
Polish NAP has not been cleared by the Commission; CEMEX’s has not determined
the impact this may have on CEMEX¨s position in the country.

Tax Matters

Pursuant to amendments to the Mexican income tax
law (Ley del Impuesto sobre la Renta), which became effective on
January 1, 2005, Mexican companies with direct or indirect

investments in entities incorporated in foreign countries whose income
tax liability in those countries is less than 75% of the income tax that would
be payable in Mexico will be required to pay taxes in Mexico on passive income
such as dividends, royalties, interest, capital gains and rental fees obtained
by such foreign entities, provided that the income is not derived from
entrepreneurial activities in such countries (income derived from
entrepreneurial activities is not subject to tax under these amendments). We
filed two motions in the Mexican federal courts challenging the
constitutionality of the amendments. On June 29, 2006, we obtained a
favorable ruling from the Mexican federal court stating that the amendments were
unconstitutional. The Mexican tax authority appealed the ruling, and the
proceeding was attracted by the Mexican Supreme Court of Justice. On
September 9, 2008, the Mexican Supreme Court ruled against CEMEX’s
constitutional challenge of the controlled foreign corporation tax rules in
effect in Mexico for tax years 2005 to 2007. Since the Supreme Court’s decision
does not pertain to an amount of taxes due or other tax obligations, CEMEX will
self-assess any taxes due through the submission of amended tax returns. CEMEX
has not yet determined the amount of tax or the periods affected. Based on a
preliminary estimate, CEMEX believes this amount will not be material, but no
assurance can be given that additional analysis will not lead to a different
conclusion. If the tax authorities do not agree with CEMEX’s self-assessment of
the taxes due for past periods, they may assess additional amounts of taxes past
due, which may be material and may impact CEMEX cash flows.

The Mexican Congress approved several amendments
to the Mexican Asset Tax Law (Ley del Impuesto al Activo) that came into effect
on January 1, 2007. As a result of such amendments, all Mexican
corporations, including us, are no longer allowed to deduct their liabilities
from the calculation of the asset tax. We believe that the Asset Tax Law, as
amended, is against the Mexican constitution. We have challenged the Asset Tax
Law through appropriate judicial action (juicio de amparo).

The asset tax was imposed at a rate of 1.25% on
the value of most of the assets of a Mexican corporation. The asset tax was
“complementary” to the corporate income tax (impuesto sobre la renta)
and, therefore, was payable only to the extent it exceeded payable income tax.

Philippines

As of November 30, 2008, the Philippine
Bureau of Internal Revenue (BIR), had assessed APO, Solid, IQAC, ALQC and CSPI,
our operating subsidiaries in the Philippines, for deficiency taxes covering
taxable years 1998-2005 amounting to a total of approximately 1,994 million
Philippine Pesos (approximately U.S.$40.727 million as of November 30,
2008, based on an exchange rate of Philippine Pesos 48.96 to U.S.$1.00, which
was the Philippine Peso/Dollar exchange rate on November 30, 2008 as
published by the Bangko Sentral ng Pilipinas, the central bank of the Republic
of the Philippines).

The majority of the tax assessments result
primarily from the disallowance of APO’s income tax holiday incentives for
taxable years 1999 to 2001 (approximately Philippine Pesos 1,078 million or
U.S.$22.1 million as of November 30, 2008, based on an exchange rate of
Philippine Pesos 48.96 to U.S.$1.00). We have contested the BIR’s assessment,
arising from the disallowance of the ITH incentive, with the Court of Tax
Appeals (CTA). The initial Division

ruling of the CTA was unfavorable, but is subject to further appeal with
the CTA as a whole. The assessment is now currently on appeal with the CTA En
Banc. A motion was filed with the CTA, requesting the court to hold APO totally
not liable for alleged income tax liabilities for all the years covered and to
this end cancel and withdraw APO’s deficiency income tax assessments for taxable
years 1999, 2000 and 2001 on the basis of APO’s availment of the tax amnesty
described below. As of November 30, 2008, resolution on the aforementioned
motion is still pending.

CEMEX Venezuelan Nationalization

In furtherance of Venezuela’s announced policy to
nationalize certain sectors of the economy, on June 18, 2008, the
Nationalization Decree was promulgated, mandating that the cement production
industry in Venezuela be reserved for the Government of Venezuela and ordering
the conversion of foreign-owned cement companies, including CEMEX Venezuela,
into state-controlled companies with Venezuela holding an equity interest of at
least 60%. The Nationalization Decree provided for the formation of a transition
committee to be integrated with the board of directors of the relevant cement
company to guaranty the transfer of control over all activities of the relevant
cement company to Venezuela by December 31, 2008. The Nationalization
Decree further established a deadline of August 17, 2008 for the
shareholders of foreign-owned cement companies, including CEMEX Venezuela, to
reach an agreement with the Government of Venezuela on the compensation for the
nationalization of their assets. The Nationalization Decree also provided that
this deadline may be extended by mutual agreement of the Government of Venezuela
and the relevant shareholder. The transition committee, which was to be
coordinated by the Ministry of Basic Industries (MIBAN), was never formally
instituted and MIBAN never acted in the process, but instead Petroleos de
Venezuela (PDVSA) conducted all the conversations.

CEMEX Venezuela and the Government did not reach
agreement by the August 17 deadline, and on August 18 the
Expropriation Decree was issued by the President of Venezuela, with PDVSA
appointed to conduct the expropriation proceedings. Although these proceedings
had not yet commenced, PDVSA officials headed a group of PDVSA workers, with the
support of the public force, to take over all the facilities of CEMEX Venezuela
on August 17. Since no agreement has been reached with the Venezuelan
Government as to the compensation to be paid, the Dutch companies that control
CEMEX Venezuela filed an arbitration request before the International Center for
the Settlement of Investment Disputes against the Government of Venezuela, which
request has been registered and the tribunal is in the process of being formed.

As of December 31, 2007, CEMEX Venezuela,
S.A.C.A. was the holding entity of several of CEMEX’s investments in the region,
including CEMEX’s operations in the Dominican Republic and Panama, as well as
CEMEX’s minority investment in Trinidad. In the wake of statements by the
Government of Venezuela about the nationalization of assets in Venezuela, in
April 2008, CEMEX concluded the transfer of all material non-Venezuelan
investments to CEMEX España for approximately U.S.$355 million plus U.S.$112
million of net debt, having distributed all accrued profits from the
non-Venezuelan investments to the stockholders of CEMEX Venezuela amounting to
approximately U.S.$132 million. At this time, the net impact or the outcome of
the nationalization on CEMEX’s consolidated financial results cannot be
reasonably estimated. As of June 30, 2008 the net assets of CEMEX’s
Venezuelan operations under Mexican FRS were approximately [U.S.$821.7]. Since
August 2008, CEMEX no longer consolidates the financial results of CEMEX
Venezuela.

On June 13, 2008, the Venezuelan securities
authority initiated an administrative proceeding against CEMEX Venezuela,
claiming that the company did not sufficiently inform its shareholders and the
securities authority in connection with the transfer of the non-Venezuelan
assets described above. The Venezuelan authority determined that CEMEX Venezuela
did not comply with its disclosure obligations and imposed fines on the company,
which we do not consider material, and requested the attorney general’s office
to review the case to determine if such non-disclosure also constituted criminal
infringement.

Other Legal Proceedings

On August 5, 2005, a lawsuit was filed
against a subsidiary of CEMEX Colombia, claiming that it was liable along with
the other members of the Asociación Colombiana de Productores de
Concreto, or ASOCRETO, a union formed by all the ready-mix concrete
producers in Colombia, for the premature distress of the roads built for the
mass public transportation system of Bogotá using ready-mix concrete supplied by
CEMEX Colombia and other ASOCRETO members. The plaintiffs allege that the base
material supplied for the road construction failed to meet the quality standards
offered by CEMEX Colombia and the other ASOCRETO members and/or that they
provided insufficient or inaccurate information in connection with the product.
The plaintiffs seek the repair of the roads in a manner which guarantees their
service during the 20-year period for which they were originally designed, and
estimate that the cost of such repair will be approximately U.S.$45 million. The
lawsuit was filed within the context of a criminal investigation of two ASOCRETO
officers and other individuals, alleging that the ready-mix concrete producers
were liable for damages if the ASOCRETO officers were criminally responsible.
The court completed the evidentiary stage, and on August 17, 2006 dismissed
the charges against the members of ASOCRETO. The other defendants (one
ex-director of the Distrital Institute of Development, the legal representative
of the constructor and the legal representative of the contract auditor) were
formally accused. The decision was appealed, and on December 11, 2006, the
decision was reversed and the two ASOCRETO officers were formally accused as
participants (determiners) in the execution of a state contract without
fulfilling all legal requirements thereof. The first public hearing took place
on November 20, 2007. In this hearing the judge dismissed an annulment
petition filed by the ASOCRETO officers. The petition was based on the fact that
the officers were formally accused of a different crime than the one they were
being investigated for. This decision was appealed, but the decision was
confirmed by the Superior Court of Bogota. On January 21, 2008, CEMEX
Colombia was subject to a judicial order, issued by the court, sequestering a
quarry called El Tujuelo, as security for a possible future money judgment to be
rendered against CEMEX Colombia in these proceedings. The court determined that
in order to lift this attachment and prevent further attachments, CEMEX Colombia
was required within a period of 10 days to deposit with the Court in cash
CoP$337,800 million (approximately U.S.$195 million as of June 4, 2008,
based on an exchange rate of CoP1730 to U.S.$1.00, which was the Colombian
Peso/Dollar exchange rate on June 4, 2008, as published by the Banco de
la República de Colombia, the central bank of Colombia), instead of being
allowed to post an insurance policy to secure such recovery. CEMEX Colombia
asked for reconsideration, and the court allowed

CEMEX to present an insurance policy. Nevertheless, CEMEX appealed this
decision, in order to reduce the amount of the insurance policy, and also
requested that the guarantee be covered by all defendants in the case. The
measure does not affect the normal activity of the quarry. At this stage, we are
not able to assess the likelihood of an adverse result or the potential damages
which could be borne by CEMEX Colombia.

On August 5, 2005, Cartel Damages Claims, SA,
or CDC, filed a lawsuit in the District Court in Düsseldorf, Germany against
CEMEX Deutschland AG and other German cement companies. CDC is seeking
€102 million in respect of damage claims by 28 entities relating to alleged
price and quota fixing by German cement companies between 1993 and 2002, which
entities had assigned their claims to CDC. CDC is a Belgian company established
by two lawyers in the aftermath of the German cement cartel investigation that
took place from July 2002 to April 2003 by Germany’s Federal Cartel Office with
the express purpose of purchasing potential damages claims from cement consumers
and pursuing those claims against the cartel participants. In January 2006,
another entity assigned alleged claims to CDC, and the amount of damages being
sought by CDC increased to €113.5 million plus interest. On
February 21, 2007, the District Court of Düsseldorf decided to allow this
lawsuit to proceed without going into the merits of this case by issuing an
interlocutory judgment. All defendants appealed. The appeal hearing took place
on April 22, 2008, and the appeal was dismissed on May 14, 2008. The
lawsuit will proceed at the level of court of first instance. As of
September 30, 2008 only one defendant has decided to file a complaint
before the Federal High Court; this will delay the case from proceeding at the
level of first instance to an extent we cannot assess today. In the meantime,
CDC had acquired new assigners and announced an increase in the claim to €131
million. As of November 30, 2008, we had accrued liabilities regarding this
matter for a total amount of approximately €20 million.

After an extended consultation period, in April
2006, the cities of Kaštela and Solin in Croatia published their respective
Master (physical) Plans defining the development zones within their respective
municipalities, adversely impacting the mining concession granted to
Dalmacijacement, our subsidiary in Croatia, by the Government of Croatia in
September 2005. During the consultation period, Dalmacijacement submitted
comments and suggestions to the Master Plans, but these were not taken into
account or incorporated into the Master Plan by Kaštela and Solin. Most of these
comments and suggestions were intended to protect and preserve the rights of
Dalmacijacement´s mining concession granted by the Government of Croatia in
September 2005. Immediately after publication of the Master Plans,
Dalmacijacement filed a series of lawsuits and legal actions before the local
and federal courts to protect its acquired rights under the mining concessions.
The legal actions taken and filed by Dalmacijacement were as follows:
(i) on May 17, 2006, a constitutional appeal before the constitutional
court in Zagreb, seeking a declaration by the court concerning Dalmacijacement’s
constitutional claim for decrease and obstruction of rights earned by
investment, and seeking prohibition of implementation of the Master Plans. This
cases is currently under review by the court in Croatia, and it is expected that
these proceedings will continue for several years before resolution;
(ii) on May 17, 2006, a possessory action against the cities of
Kaštela and Solin seeking the enactment of interim measures prohibiting
implementation of the Master Plans and including a request to implead the
Republic of Croatia into the proceeding on our side. The municipal court in
Solin issued a first instance judgment dismissing our possessory action. We

filed an appeal against that judgment. The appeal has been resolved by
the Solin County Court, affirming the judgment and rendering it final. The
Municipal Court in Kaštela has issued a first instance judgment dismissing our
possessory action. We filed an appeal against said judgment, which has since
been resolved by the Kaštela Country Court, affirming the judgment and rendering
it final; (iii) on May 17, 2006, an administrative proceeding before
the State Lawyer, seeking a declaration from the Government of Croatia
confirming that Dalmacijacement acquired rights under the mining concessions.
Dalmacijacement received State Lawyer’s opinion which confirms the
Dalmacijacement’s acquired rights according to the previous decisions (“old
concession”). The Administrative Court in Croatia has ruled in favor of
Dalmacijacement, validating the legality of the mining concession granted to
Dalmacijacement by the Government of Croatia. This decision is final. Currently
it is difficult for Dalmacijacement to ascertain the approximate economic impact
of these measures by Kaštela and Solin).

Club of Environmental Protection, a Latvian
environmental protection organization (hereinafter the “Applicant”), has
initiated a court administrative proceeding against the decision made by the
Environment State Bureau (hereinafter the “Defendant) in order to amend the
environmental pollution permit (the “Permit”) for the Broceni Cement Plant in
Latvia, owned by CEMEX SIA (the “Disputed Decision”). CEMEX SIA was invited to
participate in the court proceedings as a third party, whose rights and legal
interest may be infringed by the relevant administrative act. On June 5,
2008 the Court rendered its judgment, where it satisfied the Claimant’s claim
and revoked the Disputed Decision stating that it is illegal because Defendant
failed to perform public inquiry in accordance with legal regulations. The
judgment has been appealed by both the Defendant and CEMEX SIA before the Court
of Appeal and the court will hear the case in February 24, 2009. The
appellate procedure will not suspend the operation of the Permit which will
remain valid throughout the court proceedings, hence CEMEX SIA is allowed to
continue to perform its activities. The Permit subject to this proceeding was
issued for the existing cement line, which will be fully substituted in the
first half of 2009 by a new cement line currently under construction.

SCHEDULE 8.04

Qualified Receivables Transactions

[EXCEL FILE TO BE POSTED ON DEBT DOMAIN]

Schedule 8.04

Qualified Receivables Transactions

Description

Counterparty

Date

Currency

Amount in

million

Amount in

USD

million

Maturity

CEMEX France Finance
S.A.S

Amended and Restated Receivables Assignment
Agreement (as amended)

ING Bank (France) S.A.

May 31, 2006

EURO

160,000,000

201,840,000

May 31, 2009

Cemex Inc.

Amended and Restated Receivables Purchase
Agreement (as amended)

JP Morgan Chase Bank, N.A./ Lloyds TSB Bank
plc

March 20, 2008

USD

500,000,000

500,000,000

March 20, 2009

Cemex Mexico, S.A. de
C.V.

Agreement for the Sale and Transfer of
Ownership of Designated Receivable

WLB Funding, S.A. de CM., SOFOM,
E.N.R.

January
9, 2008

MXN

2,298,000,000

168,946,985

January
9, 2009

Cemex Espana, S.A.

Amended and Restated Receivables Purchase
Agreement (as amended)

WestLB AG

May 9, 2006

EURO

300,000,000

378,450,000

May 9, 2011

TOTAL

1,249,236,985