EX-4.19.1



 Exhibit 4.19.1 
  

			
	



		CLIFFORD CHANCE S.L.

 EXECUTION VERSION 

AMENDMENT AGREEMENT 
 DATED 31
OCTOBER 2014 
 RELATING TO AN INTERCREDITOR AGREEMENT 

DATED 17 SEPTEMBER 2012 

BETWEEN 
 (AMONG OTHERS) 

CEMEX, S.A.B. DE C.V. 
 THE PARENT

 AND 
 WILMINGTON TRUST
(LONDON) LIMITED 
 ACTING AS SECURITY AGENT 
  

 
 AMENDMENT
AGREEMENT 
  
  

 







 CONTENTS 
  

							
	Clause	 	 	  	Page	 
			
	1.	 	 Definitions and Interpretation
	  	 	1	  
			
	2.	 	 Amendment of the Original Intercreditor Agreement
	  	 	2	  
			
	3.	 	 Continuity and Further Assurance
	  	 	2	  
			
	4.	 	 Miscellaneous
	  	 	3	  
			
	5.	 	 Governing Law
	  	 	3	  
		
	Schedule 1 Amendments to Original Intercreditor Agreement	  	 	4	  


  
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 THIS AGREEMENT is dated 31 October 2014 and made between: 

 

	(1)	CEMEX, S.A.B. de C.V. (the “Parent”); 

  

	(2)	THE SUBSIDIARIES OF THE PARENT named on the signing pages as Debtors, Security Providers and Intra-Group Lenders; and 

  

	(3)	WILMINGTON TRUST (LONDON) LIMITED as security trustee for the Secured Parties (the “Security Agent”). 


RECITALS: 
 The Security Agent confirms (on the
basis of information provided to it by the Facility Agent and the Club Loan Agent in accordance with paragraph (d) of clause 17.1 (Information and dealing) of the Original Intercreditor Agreement) that an Instructing Group has consented
to the amendments referred to in Clause 2 (Amendment of the Original Intercreditor Agreement). On the basis of that consent, the Facility Agent and the Club Loan Agent have instructed the Security Agent to execute this Agreement for itself
and on behalf of the other Secured Parties in accordance with clause 20.3 (Effectiveness) of the Original Intercreditor Agreement. 
 IT IS
AGREED as follows: 
  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	Definitions 

 In this Agreement: 

“Amended Intercreditor Agreement” means the Original Intercreditor Agreement, as amended by this Agreement. 

“Club Loan Agent” means the Agent under (and as defined in) the Club Loan Facilities Agreement (in its capacity as a
Refinancing Creditor Representative for the purposes of the Intercreditor Agreement). 
 “Club Loan Facilities Agreement”
means the facilities agreement dated 29 September 2014 between, among others, the Parent and Citibank International Limited (formerly Citibank International plc) as agent. 

“Effective Date” has the meaning given to that term in the Facilities Agreement Amendment and Restatement Agreement. 

“Facilities Agreement Amendment and Restatement Agreement” means the amendment and restatement agreement dated on or about the
date of this Agreement between, among others, the Parent and the Facility Agent, in relation to the Facilities Agreement. 

“Original Intercreditor Agreement” means the intercreditor agreement dated 17 September 2012 between, among others, the
Parent and the Security Agent. 
 “Party” means a party to this Agreement. 

  
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	1.2	Incorporation of defined terms 

  

	 	(a)	Unless a contrary indication appears, a term defined in the Original Intercreditor Agreement has the same meaning in this Agreement. 


 

	 	(b)	The principles of construction set out in the Original Intercreditor Agreement shall have effect as if set out in this Agreement. 

  

	1.3	Clauses 

 In this Agreement any reference to a “Clause” or a
“Schedule” is, unless the context otherwise requires, a reference to a Clause of, or a Schedule to, this Agreement. 
  

	1.4	Third party rights 

 A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. 
  

	1.5	Designation 

  

	 	(a)	Each of the Parent and the Security Agent (on the instructions of the Facility Agent) designates this Agreement as a Finance Document for the purposes of (and as defined in) the Facilities Agreement. 


 

	 	(b)	Each of the Parent and the Security Agent (on the instructions of the Club Loan Agent) designates this Agreement as a Finance Document for the purposes of (and as defined in) the Club Loan Facilities Agreement.


  

	2.	AMENDMENT OF THE ORIGINAL INTERCREDITOR AGREEMENT 

 With effect from the Effective Date
the Original Intercreditor Agreement shall be amended as set out in Schedule 1 (Amendments to Original Intercreditor Agreement). 
  

	3.	CONTINUITY AND FURTHER ASSURANCE 

  

	3.1	Continuing obligations 

 The provisions of the Original Intercreditor Agreement and each
other Debt Document (including, for the avoidance of doubt, the Transaction Security Documents) shall, save as amended by this Agreement, continue in full force and effect. 
  

	3.2	Further assurance 

 The Parent shall (and shall ensure that each other member of the
Group will), at the request of the Security Agent and at the Parent’s or such member of the Group’s own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to
this Agreement. 

  
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	4.	MISCELLANEOUS 

  

	4.1	Incorporation of terms 

 The provisions of clause 18 (Notices), clause 19.1
(Partial invalidity), clause 19.2 (No impairment), clause 19.3 (Remedies and waivers) and clause 23 (Enforcement) of the Original Intercreditor Agreement shall be incorporated into this Agreement as if set out in full in
this Agreement and as if references in those clauses to “this Agreement” were references to this Agreement. 
  

	4.2	Counterparts 

 This Agreement may be executed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 
  

	5.	GOVERNING LAW 

 This Agreement and any non-contractual obligations arising out of or in
connection with it are governed by English law. 
 THIS AGREEMENT has been executed as, and is intended to take effect as, a deed by each Party
(other than the Security Agent) and has been signed by the Security Agent on the date written on the first page of this Agreement. 

  
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 SCHEDULE 1 

AMENDMENTS TO ORIGINAL INTERCREDITOR AGREEMENT 
  

	1.	The following new definitions shall be inserted into clause 1.1 (Definitions): 


““First Amendment Agreement” means the amendment agreement
dated                     2014 between, among others, the Parent and the Security Agent, in relation to this Agreement. 

“First Amendment Date” means the date on which the amendments to this Agreement contemplated by the First Amendment Agreement
became effective (being the “Effective Date” under (and as defined in) the First Amendment Agreement).” 
  

	2.	Clause 3.7 (Mexican Intra-Group Credit Rights) shall be deleted and replaced with the following: 

  

	 	“3.7	Mexican Intra-Group Credit Rights 

  

	 	(a)	If the Parent so elects by written notice to the Security Agent (a “Mexican Voting Trust Election”), each Debtor and Security Provider shall agree (and the Parent shall accept on behalf of all members
of the Group) that, until the Final Discharge Date, Mexican Intra-Group Credit Rights will be subject to a voting trust, governed by the terms of the Voting Trust Agreement currently in effect, where a Mexican bank acts as trustee, pursuant to
which, among other things, each Debtor and Security Provider will, until the Final Discharge Date, from time to time transfer to such trustee applicable Mexican Intra-Group Credit Rights, and if any Debtor, Security Provider or other member of the
Group is subject to any proceedings for concurso mercantil, quiebra or other similar proceeding, (i) all Mexican Intra-Group Credit Rights will continue to be held by the trustee, (ii) all Mexican Intra-Group Credit Rights of
that Debtor, Security Provider or other member of the Group will be voted by the trustee as instructed by the Security Agent (acting on the instructions of an Instructing Group), and (iii) any proceeds received by the trustee under the voting
trust in respect of such Mexican Intra-Group Credit Rights will be paid over by the trustee to the Security Agent to be applied in accordance with Clause 10 (Application of Proceeds), provided that only Mexican Intra-Group Liabilities in an
amount exceeding $25,000,000 (or its equivalent in other currencies) will be subject to ongoing disclosure obligations under such voting trust. 

  

	 	(b)	 The Parent may elect (a “Mexican Subordinated Rights Election”), by written notice to the Security Agent, to treat those rights which
would otherwise be treated as Mexican Intra-Group Credit Rights for the purposes of paragraph (a) above as Intra-Group Liabilities for the purposes of this Agreement (such rights, “Mexican Subordinated Rights”). Following a
Mexican Subordinated Rights Election, the provisions of (without limitation) Clauses 2.3 (Intra-Group Liabilities), 3.1 (Restriction on Payment: Intra-Group Liabilities), 3.2




  
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(Permitted Payments: Intra-Group Liabilities), 3.3 (Payment obligations continue), 3.4 (Acquisition of Intra-Group Liabilities), 3.5 (Security: Intra-Group
Lenders), 3.6 (Restriction on enforcement: Intra-Group Lenders) and 5 (Turnover of Receipts) of this Agreement shall apply mutatis mutandis as if such Mexican Subordinated Rights were Intra-Group Liabilities and the lenders
in respect of such Mexican Subordinated Rights were Intra-Group Lenders. 

  

	 	(c)	Subject to paragraph (d) below, each of the Parties hereby agrees that, in the event of any Insolvency Proceedings in relation to the relevant Debtor or Security Provider, in respect of Mexican Subordinated Rights,
such Mexican Subordinated Rights shall be subordinated to any and all other claims against any such Debtor or Security Provider as provided for in Clause 2.3 (Intra-Group Liabilities), and shall be voted as instructed or determined by the
Security Agent, or if not so voted or if the Security Agent would be restricted from so voting, each Debtor and Security Provider agrees to (i) specify to the bankruptcy trustee, the bankruptcy judge or any other party acting in the relevant
Insolvency Proceedings, and use its best efforts within its respective control to cause to have the bankruptcy trustee, the bankruptcy judge or any other party acting in the relevant Insolvency Proceedings to recognise, that the Mexican Subordinated
Rights are subordinated to any and all other claims against any such Debtor or Security Provider, (ii) vote, or to cause to be voted, the Mexican Subordinated Rights as instructed by the Security Agent or, if not possible, in the same manner as
the majority of the non-related Relevant Liabilities (that are senior to any subordinated debt, of any nature), and (iii) to take any and all other action reasonably requested by the Security Agent, to have the rights specified under this
paragraph (c) benefiting the Security Agent and the Lenders and all relevant provisions of this Agreement, be recognised by the bankruptcy trustee, the bankruptcy judge or any other party acting in the relevant Insolvency Proceedings, provided
that (A) any action derived from or provided for under this paragraph (c) shall be undertaken by such Debtor or Security Provider to the extent necessary, if requested by the Security Agent, and (B) for the avoidance of doubt, should
any funds be received by any Debtor or Security Provider in connection with any Mexican Subordinated Rights, in any Insolvency Proceedings affecting a Debtor or Security Provider, such funds shall be held in trust by the applicable Debtor or
Security Provider, and promptly paid over to the Security Agent, for application as set forth in Clause 10 (Application of Proceeds). 

  

	 	(d)	 If the Mexican Subordinated Rights would represent less than 25% of the aggregate Relevant Liabilities of a Debtor or Security Provider and such
Mexican Subordinated Rights would be permitted to be voted in any Insolvency Proceedings in respect of such Debtor or Security Provider, in addition to observing the terms of paragraph (c) above, each Debtor and Security Provider agrees not to
collude, or reach any form of agreement, regardless of whether it is oral or in writing and regardless of how such agreement is designated, with other Creditors 



  
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or Noteholders to cause a restructuring agreement in respect of a Debtor or Security Provider to be approved, it being understood that any of the Security Agent, a Debtor or a Security Provider
shall be entitled to disclose the terms of this paragraph (d) and any other relevant provisions of this Agreement, if deemed necessary or appropriate (including, in the case of the Security Agent, as a result of an instruction by an Instructing
Group) to the bankruptcy trustee, the bankruptcy judge or any other party acting in the relevant Insolvency Proceedings. 

  

	 	(e)	Subject to paragraph (b) of Clause 3.2 (Permitted Payments: Intra-Group Liabilities), following the occurrence of an Insolvency Event affecting any Debtor or Security Provider, any funds received by a Debtor
or Security Provider in respect of Mexican Subordinated Rights, shall be held in trust by the applicable Debtor or Security Provider, and promptly shall be paid over to the Security Agent to be applied in accordance with Clause 10 (Application of
Proceeds). 

  

	 	(f)	The Parent shall make either a Mexican Voting Trust Election or a Mexican Subordinated Rights Election within six (6) months of the First Amendment Date, but shall not be entitled to make both a Mexican Voting
Trust Election and a Mexican Subordinated Rights Election. Pending the Parent making either a Mexican Voting Trust Election or a Mexican Subordinated Rights Election, the voting trust governed by the terms of the Voting Trust Agreement in effect as
at the First Amendment Date shall continue to apply. The provisions of this Clause 3.7 shall terminate on the Final Discharge Date.” 

  

	3.	In paragraph (c) of clause 10.1 (Order of application – Transaction Security Recoveries): 

  

	 	(a)	“in Clause 3.7” shall be replaced with “in paragraph (a) of Clause 3.7”; and 

  

	 	(b)	“paragraph (c) of that Clause 3.7” shall be replaced with “sub-paragraph (iii) of that paragraph (a) of Clause 3.7”. 


 

	4.	In clause 16.1 (Debtors’ indemnity), the opening paragraph (from “Each Debtor shall promptly...” to “...against:”) shall be deleted and replaced with the following:


 “Each Debtor shall promptly indemnify the Security Agent, every Receiver and Delegate, the Mexican Security Trustee
and the Mexican bank acting as trustee under the voting trust to which the Mexican Intra-Group Credit Rights shall have been transferred in accordance with paragraph (a) of Clause 7.3 (Mexican Intra-Group Credit Rights) against:” 

 

	4.1	In clause 16.1 (Debtors’ indemnity), the last paragraph (from “Each Debtor expressly acknowledges...” to “...of such amount.”) shall be deleted and replaced with the following:



  
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 “Each Debtor expressly acknowledges and agrees that the continuation of its indemnity
obligations under this Clause 16.1 (Debtors’ indemnity) will not be prejudiced by any release or disposal under Clause 8.2 (Distressed Disposals) taking into account the operation of that Clause 8.2, Clause 11.20 (Winding up of
trust) or Clause 11.21 (Winding up of trust - Notes Secured Creditors). To the extent that the Security Agent, a Receiver, a Delegate, the Mexican Security Trustee or the Mexican bank acting as trustee under the voting trust to which the
Mexican Intra-Group Credit Rights shall have been transferred in accordance with paragraph (a) of Clause 3.7 (Mexican Intra-Group Credit Rights) recovers any amount pursuant to an indemnity contained in any other Finance Document, there
shall be no double recovery under this Clause 16.1 of such amount.” 

  
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 SIGNATURES TO THE AMENDMENT AGREEMENT 

The Debtors 
  

							
	 Executed as a deed by
 CEMEX, S.A.B. de
C.V.
 acting by Francisco Javier García Ruiz
 de
Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
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	 Executed as a deed by
 CEMEX ESPAÑA,
S.A.
 acting by Francisco Javier García Ruiz
 de
Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 9 - 









							
	 Executed as a deed by
 NEW SUNWARD HOLDING
B.V.
 acting by Francisco Javier García Ruiz
 de
Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
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	 Executed as a deed by
 CEMEX MATERIALS
LLC
 acting by Francisco Javier García Ruiz
 de
Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
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	 Executed as a deed by
 CEMEX FINANCE LLC
acting by
 Francisco Javier García Ruiz de

Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
				


  
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	 Executed as a deed by
 CEMEX MÉXICO,
S.A. de C.V.
 acting by Francisco Javier García Ruiz

de Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
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	 Executed as a deed by
 CEMEX CONCRETOS, S.A.
de C.V.
 acting by Francisco Javier García Ruiz
 de
Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
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	 Executed as a deed by
 EMPRESAS TOLTECA
DE
 MÉXICO, S.A. de C.V. acting by
 Francisco
Javier García Ruiz de
 Morales
		 )
 )

)
 )

)
		 /s/ Francisco Javier García Ruiz de Morales
		


  
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	 Executed as a deed by
 CEMEX CORP. acting
by Francisco
 Javier García Ruiz de Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
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	 Executed as a deed by
 CEMEX, INC.

acting by Francisco Javier García Ruiz
 de Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
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	 Executed as a deed by
 CEMEX RESEARCH GROUP
AG
 acting by Jaime Armando Chapa
 González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
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	 Executed as a deed by
 CEMEX SHIPPING
B.V.
 acting by Jaime Armando Chapa

González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
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	 Executed as a deed by
 CEMEX ASIA
B.V.
 acting by Jaime Armando Chapa

González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
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	 Executed as a deed by

CEMEX FRANCE GESTION S.A.S.
 acting by Jaime
Armando Chapa
 González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
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	 Signed as a deed by Jaime Armando
 Chapa
González as attorney for
 CEMEX UK in the presence of:
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		

  

					
	 /s/ Fernando J Reiter
		Signature of witness		
			
	 Fernando J Reiter
		Name of witness		
			
	 Col Valle del Campestre
		Address of witness		
			
	 San Pedro Garza Garcia
				
			
	 NL Mexico
				


  
 - 22 - 









							
	 Executed as a deed by
 CEMEX EGYPTIAN

INVESTMENTS B.V.
 acting by Jaime Armando Chapa
González
		 )
 )

)
 )
		  
  
  

/s/ Jaime Armando Chapa González
		


  
 - 23 - 









							
	 Executed as a deed by
 CEMEX EGYPTIAN

INVESTMENTS II B.V.
 acting by Jaime Armando Chapa
González
		 )
 )

)
 )
		  
  
  

/s/ Jaime Armando Chapa González
		


  
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 The Security Providers 
  

							
	 Executed as a deed by
 CEMEX, S.A.B. de
C.V.
 acting by Francisco Javier García Ruiz
 de
Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 25 - 









							
	 Executed as a deed by
 CEMEX MÉXICO,
S.A. de C.V.
 acting by Francisco Javier García Ruiz

de Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 26 - 









							
	 Executed as a deed by
 CEMEX OPERACIONES
MÉXICO,
 S.A. de C.V. acting by Francisco Javier

García Ruiz de Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 27 - 









							
	 Executed as a deed by
 EMPRESAS TOLTECA
DE
 MÉXICO, S.A. de C.V. acting by
 Francisco
Javier García Ruiz de
 Morales
		 )
 )

)
 )

)
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 28 - 









							
	 Executed as a deed by
 IMPRA CAFÉ,
S.A. de C.V. acting by
 Francisco Javier García Ruiz de

Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 29 - 









							
	 Executed as a deed by
 INTERAMERICAN

INVESTMENTS, INC. acting by
 Jaime Armando Chapa
González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
 - 30 - 









							
	 Executed as a deed by
 NEW SUNWARD HOLDING
B.V.
 acting by Francisco Javier García Ruiz
 de
Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 31 - 









							
	 Executed as a deed by
 CEMEX
INTERNATIONAL
 FINANCE COMPANY
 acting by Jaime
Armando Chapa González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
 - 32 - 









							
	 Executed as a deed by
 CEMEX
TRADEMARKS
 HOLDING LTD.
 acting by Jaime Armando
Chapa González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
 - 33 - 








 Intra-Group Lenders 
  

							
	 Executed as a deed by
 CEMEX, S.A.B. de
C.V. acting by
 Francisco Javier García Ruiz de

Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 34 - 









							
	 Executed as a deed by
 CEMEX ESPAÑA,
S.A. acting by
 Francisco Javier García Ruiz de

Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 35 - 









							
	 Executed as a deed by
 NEW SUNWARD HOLDING
B.V.
 acting by Francisco Javier García Ruiz
 de
Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 36 - 









							
	 Executed as a deed by
 CEMEX MATERIALS
LLC acting
 by Francisco Javier García Ruiz de

Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 37 - 









							
	 Executed as a deed by
 CEMEX MÉXICO,
S.A. de C.V.
 acting by Francisco Javier García Ruiz

de Morales
		 )
 )

)
 )
		  
  

/s/ Francisco Javier García Ruiz de Morales
		


  
 - 38 - 









							
	 Executed as a deed by
 CEMEX CONCRETOS, S.A.
de C.V.
 acting by Francisco Javier García Ruiz
 de
Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 39 - 









							
	 Executed as a deed by
 EMPRESAS TOLTECA
DE
 MÉXICO, S.A. de C.V. acting by
 Francisco
Javier García Ruiz de
 Morales
		 )
 )

)
 )

)
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 40 - 









							
	 Executed as a deed by
 CEMEX CORP acting
by Francisco
 Javier García Ruiz de Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 41 - 









							
	 Executed as a deed by
 CEMEX, INC. acting
by Francisco
 Javier García Ruiz de Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 42 - 









							
	 Executed as a deed by
 CEMEX FINANCE, LLC
acting by
 Francisco Javier García Ruiz de

Morales
		 )
 )

)
 )
		 /s/ Francisco Javier García Ruiz de Morales
		


  
 - 43 - 









							
	 Executed as a deed by
 CEMEX RESEARCH GROUP
AG
 acting by Jaime Armando Chapa
 González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
 - 44 - 









							
	 Executed as a deed by
 CEMEX SHIPPING
B.V. acting by
 Jaime Armando Chapa González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
 - 45 - 









							
	 Executed as a deed by
 CEMEX ASIA B.V.
acting by Jaime
 Armando Chapa González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
 - 46 - 









							
	 Executed as a deed by
 CEMEX FRANCE GESTION
S.A.S.
 acting by Jaime Armando Chapa

González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
 - 47 - 









							
	 Signed as a deed by Jaime Armando
 Chapa
González as attorney for
 CEMEX UK in the presence of:
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		

  

					
	 /s/ Fernando J Reiter
		Signature of witness		
			
	 Fernando J Reiter
		Name of witness		
			
	 Ricardo Margain 325
		Address of witness		
			
	 Col Valle del Campestre
				
			
	 San Pedro Garza Garcia
				
			
	 NL Mexico
				


  
 - 48 - 









							
	 Executed as a deed by
 CEMEX EGYPTIAN

INVESTMENTS B.V. acting by Jaime
 Armando Chapa
González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
 - 49 - 









							
	 Executed as a deed by
 CEMEX EGYPTIAN

INVESTMENTS II B.V. acting by
 Jaime Armando Chapa
González
		 )
 )

)
 )
		 /s/ Jaime Armando Chapa González
		


  
 - 50 - 








 The Security Agent 

WILMINGTON TRUST (LONDON) LIMITED 
 By: /s/ Sajada Afzal


  
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