cx_ex4-25.htm


    EXECUTION VERSION

     

     

    


    


    SENIOR
UNSECURED DUTCH LOAN “A”
AGREEMENT

    


    among

    NEW
SUNWARD HOLDING B.V.,

    as
Borrower

    and

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

    as
Guarantor

    and

    CEMEX
MÉXICO, S.A. de C.V.,

    as
Guarantor

    and

    HSBC
SECURITIES (USA) INC.,

    as
Sole Structuring Agent

    and

    HSBC
SECURITIES (USA) INC.,

    BANCO
SANTANDER, S.A. and THE ROYAL BANK OF SCOTLAND PLC

    


    as
Joint Lead Arrangers and Joint Bookrunners

    and

    The
Several Lenders Party Hereto,

    as
Lenders

    and

    ING
Capital LLC,

    as
Administrative Agent

    U.S.$525,000,000

    


    Dated
as of June 2, 2008

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

     

    
      	
               

              ARTICLE
      I

            	 
      
	
              DEFINITIONS

            	
              1

               

            
	 
      	
              1.01

            	
              Certain
      Definitions

            	
              1

            
	 
      	
              1.02

            	
              Other Definitional
      Provisions

            	
              17

            
	 
      	
              1.03

            	
              Accounting Terms and
      Determinations

            	
              18

            
	
               

              ARTICLE
      II

            	 
      
	
              THE
      LOAN FACILITIES

               

            	
              18

               

            
	 
      	
              2.01

            	
              Loans

            	
              18

            
	 
      	
              2.02

            	
              Interest

            	
              22

            
	
               

              ARTICLE
      III

            	 
      
	
              FEES,
      TAXES, PAYMENT PROVISIONS

            	
              23

               

            
	 
      	
              3.01

            	
              Upfront
Fees

            	
              23

            
	 
      	
              3.02

            	
              Computation of
      Fees

            	
              24

            
	 
      	
              3.03

            	
              Taxes

            	
              24

            
	 
      	
              3.04

            	
              General Provisions as to
      Payments

            	
              26

            
	 
      	
              3.05

            	
              Funding
    Losses

            	
              27

            
	 
      	
              3.06

            	
              Basis for Determining Interest
      Rate Inadequate or Unfair

            	
              27

            
	 
      	
              3.07

            	
              Capital
      Adequacy

            	
              28

            
	 
      	
              3.08

            	
              Illegality

            	
              28

            
	 
      	
              3.09

            	
              Requirements of
      Law

            	
              29

            
	 
      	
              3.10

            	
              Substitute
      Lenders

            	
              30

            
	 
      	
              3.11

            	
              Sharing of Payments in connection
      with the Loans, Etc.

            	
              30

            
	
               

              ARTICLE
      IV

            	 
      
	
              CONDITIONS
      PRECEDENT

               

            	
              31

               

            
	 
      	
              4.01

            	
              Conditions Precedent to
      Loans

            	
              31

            
	 
      	
              4.02

            	
              Conditions Precedent to Loan
      Disbursement

            	
              34

            
	 
      	
              4.03

            	
              Conditions Precedent to Conversion
      of the Loans

            	
              34

            
	
               

              ARTICLE
      V

            	 
      
	
              REPRESENTATIONS
      AND WARRANTIES OF THE BORROWER

               

            	
              35

               

            
	 
      	
              5.01

            	
              Corporate Existence and
      Power

            	
              35

            
	 
      	
              5.02

            	
              Power and Authority; Enforceable
      Obligations

            	
              35

            
	 
      	
              5.03

            	
              Compliance with Law and Other
      Instruments

            	
              35

            
	 
      	
              5.04

            	
              Consents/Approvals

            	
              36

            
	 
      	
              5.05

            	
              Financial
      Information

            	
              36

            
	 
      	
              5.06

            	
              Litigation

            	
              36

            
	 
      	
              5.07

            	
              No Immunity

            	
              36

            
	 
      	
              5.08

            	
              Governmental
      Regulations

            	
              36

            
	 
      	
              5.09

            	
              Direct Obligations; Pari Passu;
      Liens

            	
              37

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              5.10

            	
              Subsidiaries

            	
              37

            
	 
      	
              5.11

            	
              Ownership of
      Property

            	
              37

            
	 
      	
              5.12

            	
              No Recordation
      Necessary

            	
              37

            
	 
      	
              5.13

            	
              Taxes.

            	
              38

            
	 
      	
              5.14

            	
              Compliance with
      Laws

            	
              38

            
	 
      	
              5.15

            	
              Absence of
      Default

            	
              38

            
	 
      	
              5.16

            	
              Full
    Disclosure

            	
              38

            
	 
      	
              5.17

            	
              Choice of Law; Submission to
      Jurisdiction and Waiver of Sovereign Immunity

            	
              39

            
	 
      	
              5.18

            	
              Material
      Changes

            	
              39

            
	 
      	
              5.19

            	
              Pension and Welfare
      Plans

            	
              39

            
	 
      	
              5.20

            	
              Margin
      Regulations

            	
              40

            
	 
      	
              5.21

            	
              Dutch Works Council
      Act

            	
              40

            
	
               

              ARTICLE
      VI

            	 
      
	
              REPRESENTATIONS
      AND WARRANTIES OF THE GUARANTORS

               

            	
              40

               

            
	 
      	
              6.01

            	
              Corporate Existence and
      Power

            	
              40

            
	 
      	
              6.02

            	
              Power and Authority; Enforceable
      Obligations

            	
              40

            
	 
      	
              6.03

            	
              Compliance with Law and Other
      Instruments

            	
              41

            
	 
      	
              6.04

            	
              Consents/Approvals

            	
              41

            
	 
      	
              6.05

            	
              Litigation; Material Adverse
      Effect

            	
              41

            
	 
      	
              6.06

            	
              No Immunity

            	
              41

            
	 
      	
              6.07

            	
              Governmental
      Regulations

            	
              42

            
	 
      	
              6.08

            	
              Direct Obligations; Pari
      Passu

            	
              42

            
	 
      	
              6.09

            	
              No Recordation
      Necessary

            	
              42

            
	 
      	
              6.10

            	
              Choice of Law; Submission to
      Jurisdiction and Waiver of Sovereign Immunity

            	
              42

            
	 
      	
              6.11

            	
              Liens

            	
              42

            
	 
      	
              6.12

            	
              Ownership of
      Property

            	
              43

            
	 
      	
              6.13

            	
              No Material
      Change

            	
              43

            
	 
      	
              6.14

            	
              Financial
      Information

            	
              43

            
	 
      	
              6.15

            	
              Absence of
      Default

            	
              43

            
	 
      	
              6.16

            	
              Full
    Disclosure

            	
              43

            
	 
      	
              6.17

            	
              Taxes

            	
              44

            
	
               

              ARTICLE
      VII

            	 
      
	
              COVENANTS
      APPLICABLE TO THE LOANS

               

            	
              44

               

            
	 
      	
              7.01

            	
              Payment of Contractual
      Obligations

            	
              44

            
	 
      	
              7.02

            	
              Qualifying Equity
      Security

            	
              44

            
	 
      	
              7.03

            	
              Corporate
      Existence

            	
              44

            
	 
      	
              7.04

            	
              Financial Reports and Other
      Information

            	
              45

            
	 
      	
              7.05

            	
              Notice of Default and
      Litigation

            	
              46

            
	 
      	
              7.06

            	
              Liens

            	
              46

            
	 
      	
              7.07

            	
              Restricted
      Payments

            	
              48

            
	 
      	
              7.08

            	
              Consolidations and
      Mergers

            	
              48

            
	 
      	
              7.09

            	
              Use of
    Proceeds

            	
              49

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              7.10

            	
              Waiver of
      Immunities

            	
              50

            
	 
      	
              7.11

            	
              Additional
      Covenants

            	
              50

            
	 
      	
              7.12

            	
              General

            	
              50

            
	 
      	
              7.13

            	
              Ownership of CEMEX Spain
      Shares

            	
              51

            
	 
      	
              7.14

            	
              Additional
      Guarantor

            	
              51

            
	 
      	
              7.15

            	
              CEMEX Spain
      Liens

            	
              52

            
	 
      	
              7.16

            	
              No Conflict with
      Loans

            	
              52

            
	 
      	
              7.17

            	
              Issuance of New
      Notes

            	
              52

            
	 
      	
              7.18

            	
              Pari Passu
      Ranking

            	
              53

            
	
               

              ARTICLE
      VIII

            	 
      
	
              OBLIGATIONS
      OF GUARANTORS

               

            	
              53

               

            
	 
      	
              8.01

            	
              The
Guaranty

            	
              53

            
	 
      	
              8.02

            	
              Nature of
      Liability

            	
              53

            
	 
      	
              8.03

            	
              Unconditional
      Obligations

            	
              53

            
	 
      	
              8.04

            	
              Independent
      Obligation

            	
              54

            
	 
      	
              8.05

            	
              Waiver of
      Notices

            	
              55

            
	 
      	
              8.06

            	
              Waiver of
      Defenses

            	
              55

            
	 
      	
              8.07

            	
              Bankruptcy and Related
      Matters.

            	
              55

            
	 
      	
              8.08

            	
              No
    Subrogation

            	
              57

            
	 
      	
              8.09

            	
              Right of
      Contribution

            	
              57

            
	 
      	
              8.10

            	
              General Limitation on
      Guaranty

            	
              57

            
	 
      	
              8.11

            	
              Loan Covenants of the
      Guarantors

            	
              58

            
	
               

              ARTICLE
      IX

            	 
      
	
              EVENTS
      OF DEFAULT

               

            	
              58

               

            
	 
      	
              9.01

            	
              Events of Default Applicable to
      the Loans

            	
              58

            
	 
      	
              9.02

            	
              Remedies.

            	
              59

            
	 
      	
              9.03

            	
              Notice of
      Default

            	
              60

            
	
               

              ARTICLE
      X

            	 
      
	
              THE
      ADMINISTRATIVE AGENT

               

            	
              60

               

            
	 
      	
              10.01

            	
              Appointment and
      Authorization.

            	
              60

            
	 
      	
              10.02

            	
              Delegation of
      Duties

            	
              60

            
	 
      	
              10.03

            	
              Liability of Administrative
      Agent

            	
              60

            
	 
      	
              10.04

            	
              Reliance by Administrative
      Agent.

            	
              61

            
	 
      	
              10.05

            	
              Notice of
      Default

            	
              61

            
	 
      	
              10.06

            	
              Credit
    Decision

            	
              62

            
	 
      	
              10.07

            	
              Indemnification

            	
              62

            
	 
      	
              10.08

            	
              Administrative Agent in its
      Individual Capacity

            	
              63

            
	 
      	
              10.09

            	
              Successor Administrative
      Agent

            	
              63

            
	
               

              ARTICLE
      XI

            	 
      
	
              THE
      STRUCTURING AGENT

               

            	
              64

               

            
	 
      	
              11.01

            	
              The Structuring
      Agent

            	
              64

            
	 
      	
              11.02

            	
              Liability of Structuring
      Agent

            	
              64

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              11.03

            	
              Structuring Agent in its
      Individual Capacity

            	
              65

            
	 
      	
              11.04

            	
              Credit
    Decision

            	
              65

            
	
               

              ARTICLE
      XII

            	 
      
	
              MISCELLANEOUS

               

            	
              65

               

            
	 
      	
              12.01

            	
              Notices.

            	
              65

            
	 
      	
              12.02

            	
              Amendments and
      Waivers

            	
              66

            
	 
      	
              12.03

            	
              No Waiver; Cumulative
      Remedies

            	
              67

            
	 
      	
              12.04

            	
              Payment of Expenses,
      Etc

            	
              67

            
	 
      	
              12.05

            	
              Indemnification

            	
              67

            
	 
      	
              12.06

            	
              Successors and
      Assigns.

            	
              68

            
	 
      	
              12.07

            	
              Right of
      Set-off

            	
              70

            
	 
      	
              12.08

            	
              Confidentiality

            	
              71

            
	 
      	
              12.09

            	
              Use of English
      Language

            	
              71

            
	 
      	
              12.10

            	
              GOVERNING
    LAW

            	
              71

            
	 
      	
              12.11

            	
              Submission to
      Jurisdiction.

            	
              71

            
	 
      	
              12.12

            	
              Appointment of Agent for Service
      of Process.

            	
              72

            
	 
      	
              12.13

            	
              Waiver of Sovereign
      Immunity

            	
              73

            
	 
      	
              12.14

            	
              Judgment
      Currency.

            	
              73

            
	 
      	
              12.15

            	
              Counterparts

            	
              74

            
	 
      	
              12.16

            	
              USA PATRIOT
    Act

            	
              74

            
	 
      	
              12.17

            	
              Severability

            	
              74

            
	 
      	
              12.18

            	
              Survival of Agreements and
      Representations.

            	
              74

            
	 
      	
              12.19

            	
              Interest

            	
              75

            


    

    


    


    


    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

     

    (Continued)

     

    


    


    
      	 
      	 
      	
              Page

            
	
              SCHEDULES

               

            	 
      	 
      
	
              Schedule
      1.01(a)

               

            	
              --

               

            	
              Loan
      Commitments

               

            
	
              Schedule
      1.01(b)

               

            	
              --

               

            	
              Lending
      Offices

               

            
	
              Schedule
      1.01(c)

               

            	
              --

               

            	
              Notice
      Details

               

            
	
              Schedule
      5.06

               

            	
              --

               

            	
              Litigation

               

            
	
              Schedule
      5.10

               

            	
              --

               

            	
              Subsidiaries

               

            
	
              Schedule
      7.06(e)

               

            	
              --

               

            	
              Liens

               

            
	
              Schedule
      7.14(e)

               

            	 
      	
              Comparable
      Debt Facilities

               

            
	
              EXHIBITS

               

            	 
      	 
      
	
              Exhibit
      A

               

            	
              --

               

            	
              Form
      of Maturity Loan “A” Agreement

               

            
	
              Exhibit
      B

               

            	
              --

               

            	
              Form
      of Dutch “A” Note

               

            
	
              Exhibit
      C

               

            	
              --

               

            	
              Notice
      of Borrowing

               

            
	
              Exhibit
      D

               

            	
              --

               

            	
              Form
      of Assignment and Assumption Agreement

               

            
	
              Exhibit
      E

               

            	
              --

               

            	
              Form
      of Opinion of Special New York Counsel to the Credit Parties

               

            
	
              Exhibit
      F

               

            	
              --

               

            	
              Form
      of Opinion of Mexican Counsel to the Credit Parties

               

            
	
              Exhibit
      G

               

            	
              --

               

            	
              Form
      of Opinion of Dutch Counsel to the Credit Parties

               

            
	
              Exhibit
      H

               

            	
              --

               

            	
              Form
      of Conversion Notice

               

            


    

    


     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    

     

    SENIOR UNSECURED DUTCH LOAN
“A” AGREEMENT

     

    SENIOR
UNSECURED DUTCH LOAN “A” AGREEMENT, dated as of June 2, 2008 among NEW SUNWARD HOLDING B.V. (the
“Borrower”), a
private company with limited
liability formed under the laws of The Netherlands, with its corporate
seat in Amsterdam, The Netherlands, CEMEX, S.A.B. de C.V. (the
“Parent”), a
sociedad anónima bursátil de
capital variable organized and existing pursuant to the laws of the
United Mexican States, CEMEX
MÉXICO, S.A. de C.V. (“CEMEX Mexico” and
together with the Parent, the “Guarantors”), a sociedad anonima de capital
variable organized and existing pursuant to the laws of the United
Mexican States, the several lenders party hereto, HSBC SECURITIES (USA) INC., as
sole structuring agent (in such capacity, together with its successors and
assigns, if any, in such capacity, the “Structuring Agent”),
HSBC SECURITIES (USA) INC.,
BANCO SANTANDER, S.A.
and THE ROYAL BANK OF
SCOTLAND PLC as joint lead arrangers and joint bookrunners (the “Joint Lead
Arrangers”), and ING
Capital LLC, as administrative agent.

     

    RECITALS

     

    WHEREAS,
the Borrower desires to borrow up
to U.S.$525,000,000, the net proceeds of which will be used to repay
existing debt and to make intercompany loans solely for the purposes of repaying
existing senior debt of the Parent, the Borrower and/or any of the Parent’s
consolidated Subsidiaries;

     

    WHEREAS,
the Guarantors are willing to guaranty all of the Obligations of the
Borrower;

     

    WHEREAS, the Lenders are willing to
provide the Loans established by this Agreement on the terms and conditions
contained herein;

     

    NOW,
THEREFORE, each of the parties hereto hereby agrees as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    1.01    
Certain
Definitions.  As used in this Agreement, the following terms
shall have the following meanings:

     

    “Acquired Subsidiary”
means any Subsidiary acquired by the Parent or any other Subsidiary after the
date hereof in an Acquisition, and any Subsidiaries of such Acquired Subsidiary
on the date of such Acquisition.

     

    “Acquiring Subsidiary”
means any Subsidiary of the Parent or any one of its Subsidiaries solely for the
purpose of participating as the acquiring party in any Acquisition, and any
Subsidiaries of such Acquiring Subsidiary acquired in such
Acquisition.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “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 any Person who is
deemed to be a Subsidiary under this Agreement and was not a Subsidiary prior
thereto.

     

    “Act” has the meaning
specified in Section
12.16.

     

    “Adjusted Consolidated Net
Tangible Assets” means, with respect to the Parent, the total assets of
the Parent and its Subsidiaries (less applicable depreciation, amortization and
other valuation reserves), including any write-ups or restatements required
under Applicable GAAP (other than with respect to items referred to in clause
(ii) below), after deducting therefrom (i) all current liabilities of such
Person and its Subsidiaries (excluding the current portion of long-term debt)
and (ii) all goodwill, trade names, trademarks, licenses, concessions, patents,
unamortized debt discount and expense and other intangibles, all as determined
on a consolidated basis in accordance with Applicable GAAP.

     

    “Administrative Agent”
means ING Capital LLC, in its capacity as administrative agent for each of the
Lenders, and its successors and assigns in such capacity.

     

    “Administrative Agent
Account” means the deposit account as the Administrative Agent may from
time to time specify in writing to the Borrower and the Lenders.

     

    “Administrative Agent’s
Payment Office” means the Administrative Agent’s address for payments set
forth on the signature pages hereof or such other address as the Administrative
Agent may from time to time specify to the other parties hereto pursuant to the
terms of this Agreement.

     

    “Affected Lender” has
the meaning specified in Section 3.08(a).

     

    “Affiliate” means, in
relation to any Person, a Subsidiary of that Person or a Holding Company of that
Person or any other Subsidiary of that Holding Company.

     

    “Aggregate Committed
Amount” means the aggregate amount of all of the
Commitments.

     

    “Agreement” means this
Senior Unsecured Dutch Loan “A” Agreement, as the same may hereafter be amended,
supplemented or otherwise modified from time to time.

     

    “Applicable GAAP”
means, with respect to any Person, Mexican FRS or other generally accepted
accounting principles required to be applied to such Person in the jurisdiction
of its incorporation or organization and used in preparing such Person’s
financial statements.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “Applicable Margin”
means, at any date, the applicable margin set forth in the table below opposite
the relevant period, as adjusted pursuant to Sections 2.02(c) and
(d):

     

    
      	 	
              Period

               

            	
              Applicable
      Margins

               

            	 
	 	
              From,
      and including, the Disbursement Date to, but excluding the Initial Step-Up
      Date

               

            	
              1%

               

            	 
	 	
              From,
      and including the Initial Step-Up Date to, but excluding, the Second
      Step-Up Date

               

            	
              2%

               

            	 
	 	
              From,
      and including the Second Step-Up Date until the Loans are paid in
      full.

               

            	
              6%

               

            	 


    

    


     

    provided, however, that if (a)
the Step-Up Spread is greater than (b) the Closing Date Spread, then the
Applicable Margin from, and including the Second Step-Up Date until the Loans
are paid in full or converted into Maturity Loans will be 6% plus an additional
one time increase in an amount equal to the difference between (a) and
(b).

     

    “Asset Swaps” means
transactions whereby assets (other than cash and cash equivalents) are exchanged
for assets (other than cash and cash equivalents) of comparable value, including
but not limited to asset swaps made in connection with the contribution of
Capital Stock or assets to joint venture agreements or similar
arrangements.

     

    “Assignee” has the
meaning specified in Section
12.06(b).

     

    “Assignment and Assumption
Agreement” means an assignment and assumption agreement in substantially
the form of Exhibit
D.

     

    “Assignor” has the
meaning specified in Section
12.06(b)

     

    “Availability Period”
means the period from and including June 16, 2008 to and including June 30,
2008.

     

    “Average Spread” means
(a) the sum of the spreads for the relevant Reference Bond over applicable U.S.
Treasury Benchmarks calculated on the bid side of the market as of the closing
of each Business Day during the Measurement Period divided by (b) the
number of days in the Measurement Period.

     

    “Base Rate” means, for
any day, the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus
1/2% per annum, in each case as in effect for such day.  Any


     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    change
in the Prime Rate announced by the Reference Banks shall take effect at the
opening of business on the day specified in the public announcement of such
change.

     

    “Base Rate Loan” means
any Loan made or maintained at a rate of interest calculated with reference to
the Base Rate.

     

    “Benefit Plan” means
all benefit and compensation plans, contracts, policies or arrangements covering
current or former employees of the Credit Parties or its Subsidiaries and
current or former directors of the Credit Parties or its Subsidiaries including,
but not limited to, “employee benefit plans” within the meaning of Section 3(3)
of ERISA.

     

    “Borrower” has the
meaning specified in the preamble hereto.

     

    “Business Day” means
any day other than a Saturday or Sunday or other day on which commercial banks
in New York City, New York, Amsterdam, The Netherlands, Madrid, Spain or Mexico
City, Mexico are authorized or required by law to close.

     

    “C8 Notes” means the
6.640% Fixed-to-Floating Rate Callable Perpetual Debentures of C8 CAPITAL SPV
LTD.  (ISIN USG2024RAA98).

     

    “C10 Notes” means the
6.722% Fixed-to-Floating Rate Callable Perpetual Debentures of C10 CAPITAL SPV
LTD.  (ISIN USG23491AA40).

     

    “Calculation Date”
means each of the First Calculation Date and the Final Calculation Date, as the
case may be.

     

    “Call Date” means the
first date the Reference Bond may be redeemed at the option of the issuer
thereof.

     

    “Capital Lease” means,
as to any Person, any lease that is capitalized on the balance sheet of such
Person prepared in accordance with Applicable GAAP.

     

    “Capital Stock” means
any and all shares, interests, participations or other equivalents (however
designed) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all warrants,
rights or options to purchase any of the foregoing.

     

    “CEMEX Mexico” has the
meaning specified in the preamble hereto.

     

    “CEMEX Spain” means
CEMEX España, S.A., a company (sociedad anónima)
incorporated under the laws of the Kingdom of Spain or its successors or
transferees in the event of the merger or consolidation of CEMEX Spain or the
transfer, conveyance, sale, lease or other disposition of all or substantially
all its property and assets.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    “Change of Control
Event” means the acquisition by any Person after the Closing Date of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
Commission under the Securities Exchange Act of 1934, as amended) of 20% or more
in voting power of the outstanding voting stock of the Parent; provided that the
acquisition of beneficial ownership of Capital Stock of the Parent by Lorenzo H.
Zambrano or any member of his immediate family shall not constitute a Change of
Control Event.

     

    “Closing Date” has the
meaning set forth in Section
4.01.

     

    “Closing Date Spread”
means, as calculated as of the First Calculation Date, (a) the sum of (i) the
product of the Average Spread for the C8 Notes multiplied by the
Days to Call for the C8 Notes plus (ii) the product
of the Average Spread for the C10 Notes multiplied by the
Days to Call for the C10 Notes divided by (b) the
sum of (i) the Days to Call for the C8 Notes and (ii) the Days to Call for the
C10 Notes.

     

    “Code” means the
Internal Revenue Code of 1986, as amended.

     

    “Commission” has the
meaning specified in Section
7.04(b).

     

    “Commitment” means,
with respect to each Lender, the aggregate principal amount set forth opposite
the name of such Lender in Schedule
1.01(a).

     

    “Commitment Letters”
means, collectively, the letter from HSBC México, S.A., Institución de Banca
Múltiple, Grupo Financiero HSBC, through its Grand Cayman Branch agreed to and
accepted by the Parent, dated as of April 15, 2008, the letter from Banco
Santander, S.A. agreed to and accepted by the Parent, dated as of April 15,
2008, the letter from The Royal Bank of Scotland, PLC agreed to and accepted by
the Parent, dated as of April 16, 2008, the letter from ING Bank N.V. through
its Curacao Branch agreed to and accepted by the Parent, dated as of April 17,
2008 and the letter from Caja Madrid, Miami Agency agreed to and accepted by the
Parent, dated as of April 18, 2008.

     

    “Comparable Debt
Facility” means any senior, unsecured financing in the bank market with
(A) either (i) an aggregate initial commitment amount of at least U.S.$150,000,000, (ii) an
aggregate commitment amount at any time of at least U.S.$150,000,000, or (iii) an
aggregate principal amount outstanding of at least U.S.$150,000,000 and (B) a
maturity of more than one year; provided, however, that
“Comparable Debt Facility” shall not include letters of credit, leases entered
into in the ordinary course of business, bilateral loan agreements, Derivatives,
financings granted, insured or guaranteed, in whole or in part by Export Credit
Agencies or Qualified Receivables Transactions.

     

    “Competitor” means any
Person engaged in the business of producing, distributing, and marketing cement,
ready-mix concrete, aggregates, and related building materials.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    “Confidential
Information” means
information that a Credit Party furnishes to the Administrative Agent,
the Structuring Agent, the Joint Lead Arrangers or any Lender in a writing
designated as confidential, but does not include any such information that is or
becomes generally available to the public or that is or becomes available to the
Administrative Agent, the Structuring Agent, the Joint Lead Arrangers or such
Lender from a source other than a Credit Party that is not, to the best of the
Administrative Agent’s, the Structuring Agent’s, the Joint Lead Arrangers’ or
such Lender’s knowledge, acting in violation of a confidentiality agreement with
the Credit Party or any other Person.

     

    “Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any indenture, mortgage, deed of trust, loan agreement or
other agreement to which such Person is a party or by which it or any of its
property or assets is bound.

     

    “Conversion Date” has
the meaning set forth in Section
2.01(i).

     

    “Conversion Notice”
has the meaning set forth in Section
2.01(j).

     

    “Converted Amount”
means the aggregate outstanding principal amount of the Loans as set forth in
the Conversion Notice.

     

    “Credit Event” means
the occurrence of each of the following events: (i) the Parent or any of the
Parent’s Subsidiaries sells, leases or otherwise disposes of any of its assets
(including the Capital Stock of any of the Parent’s Subsidiaries), other than
(a) inventory, trade receivables and assets surplus to the needs of the business
of the Parent or any of the Parent’s Subsidiaries sold in the ordinary course of
business, (b) assets not used, usable or held for use in connection with cement
operations and related operations or (c) Asset Swaps, unless the net cash
proceeds (remaining after the payment of all taxes and expenses due and payable
in connection with such sale, lease or disposition) of the sale of such assets
are retained by the Parent or any of the Parent’s Subsidiaries, as the case may
be, and, as promptly as practicable after such sale (but in any event within 180
days of such sale), the proceeds are applied to the repayment of senior debt of
the Parent or any of the Parent’s Subsidiaries, whether secured or unsecured;
(ii) an event of default that is the result of non-payment of amounts due under
any Indebtedness exceeding U.S.$50,000,000 (or the equivalent thereof in other
currencies) of the Parent or any of its Subsidiaries; and (iii) after the Second
Step-Up Date, the Parent has paid or declared any dividends on its common
stock.

     

    “Credit Event Margin
Increase” shall mean, as of any date, the percentage equal to the product
of (a) 2% multiplied by (b) the number of Credit Events that have occurred on or
prior to such date.

     

    “Credit Event Step-Up”
has the meaning set forth in Section
2.02(c)(i).

     

    “Credit Party” means
the Borrower or a Guarantor.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    “Credit Parties” means
the Borrower and the Guarantors.

     

    “Days to Call” means
the number of days from the Calculation Date to the Call Date of the relevant
Reference Bond.

     

    “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 and (vii) all obligations of such Person under repurchase
agreements for the stock issued by such Person or another Person and (viii) all
Debt of others guaranteed by such Person.  For the avoidance of doubt,
Debt does not include Derivatives.  If the Value of Debt Currency
Derivatives is a positive mark-to-market valuation for the Parent 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 Parent and
its Subsidiaries, then Debt shall increase by the absolute value
thereof.

     

    “Debt Currency
Derivatives” means derivatives of the Parent and its Subsidiaries related
to currency entered into for the purposes of hedging exposures under outstanding
Debt of the Parent and its Subsidiaries, including but not limited to
cross-currency swaps and currency forwards.

     

    “Default” means any
condition, event or circumstance which, with the giving of notice or lapse of
time or both, would, unless cured or waived, become an Event of
Default.

     

    “Default Period” means
the period commencing on the date an Event of Default occurs and ending on the
date such Event of Default is cured of waived.

     

    “Defaulting Lender”
has the meaning specified in Section
2.01(c)(ii).

     

    “Deferral Spread”
means the rate set forth in the table below:

     

    
      	 	
              If
      no Credit Event has occurred

               

            	
              After
      the occurrence of a Credit Event

               

            	 
	 	
              1.5%

               

            	
              0.75%

               

            	 


    

    


     

    “Deferred
Amounts” has the meaning
set forth in Section
2.02(b).

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    “Derivatives” means
any type of derivative obligations, including but not limited to equity
forwards, capital hedges, cross-currency swaps, currency forwards, interest rate
swaps and swaptions.

     

    “Disbursement Date”
means the date on which the Loans are made by the Lenders.

     

    “Dollars,” “$” and “U.S.$” each means the
lawful currency of the United States.

     

    “Dutch “A” Note” has
the meaning set forth in Section
2.01(d).

     

    “Dutch “B” Loans”
means the loans under the Dutch Loan “B” Agreement, if any.

     

    “Dutch Loan “B”
Agreement” means the Senior Unsecured Dutch Loan “B” Agreement, dated as
of June 2, 2008 among the Borrower, the Parent, as a guarantor, CEMEX Mexico, as
a guarantor, the several lenders party thereto, HSBC Securities (USA) Inc., as
sole structuring agent, HSBC Securities (USA) Inc., Banco Santander, S.A. and
The Royal Bank of Scotland PLC as joint lead arrangers and joint bookrunners,
and ING Capital LLC, as administrative agent.

     

    “Dutch Financial Supervision
Act” means the Dutch Financial Supervision Act (Wet op het financieel
toezicht) and the rules and regulations promulgated
thereunder.

     

    “Environmental Action”
means any audit procedure, action, suit, demand, demand letter, claim, notice of
non-compliance or violation, notice of liability or potential liability,
investigation, proceeding, consent order or consent agreement relating in any
way to any Environmental Law, Environmental Permit or Hazardous Materials or
arising from alleged injury or threat of injury to health, safety or the
environment, including (a) by any Governmental Authority for enforcement,
cleanup, removal, response, remedial or other actions or damages and (b) by any
Governmental Authority or any third party for damages, contribution,
indemnification, cost recovery, compensation or injunctive relief.

     

    “Environmental Law”
means any federal, state, local or foreign statute, law, ordinance, rule,
regulation, technical standard (norma técnica or norma oficial
Mexicana), code, order, judgment, decree or judicial agency
interpretation, policy or guidance relating to pollution or protection of the
environment, health, safety or natural resources, including those relating to
the use, handling, transportation, treatment, storage, disposal, release or
discharge of Hazardous Materials.

     

    “Environmental Permit”
means any permit, approval, identification number, license or other
authorization required under any Environmental Law.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, and any successor
statute thereto, as interpreted by the rules and regulations thereunder, all as
the same may be in effect from time to time.  References to sections
of ERISA shall be construed also to refer to any successor
sections.

     

    “ERISA Affiliate”
means an entity, whether or not incorporated, that is under common control with
the Borrower within the meaning of Section 4001(a)(14) of ERISA, or is a member
of a group that includes the Borrower and that is treated as a single employer
under Sections 414(b) or (c) of the Code.

     

    “Event of Default” has
the meaning set forth in Section
9.01.

     

    “Excess Payment” has
the meaning set forth in Section
3.11(a).

     

    “Exempt Issuance”
means any common stock issuances of the Parent made in connection with
(i) the Parent’s existing or future stock option plans, stock grant plans
or dividend reinvestment plans in the ordinary course of business, or
(ii) any Derivatives entered into with respect to the common stock of the
Parent.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, any Tax Related
Persons or any other recipient of any payment to be made by or on account of any
obligation of the Borrowers hereunder, (i) taxes imposed on or measured by its
overall net income (however denominated), and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable Lending Office is located, (ii) any branch profits taxes imposed by
the United States or any similar tax imposed by any other jurisdiction in which
the Borrowers are located, (iii) United States backup withholding taxes imposed
because of payee underreporting (iv) any withholding tax that is imposed on
amounts payable to a Lender at the time such Lender becomes a party hereto, or
that is imposed due to such Lender’s failure or inability to comply with Section 3.03(f);
provided, however, that Excluded Taxes shall not include (A) any Mexican
withholding tax imposed on payments made by any Guarantor to the Administrative
Agent, any Lender, or any Tax Related Persons under this Agreement or any other
Transaction Documents, or (B) in the case of an assignment, transfer, grant of a
participation, or designation of a new Lending Office by any Lender, withholding
taxes solely to the extent that such withholding taxes are (1) not in excess of
the amounts the Borrower and Guarantors were required to pay or increase with
respect to such Lender pursuant to Section 3.03
immediately prior to such an event, or (2) imposed as a result of a change in
applicable law or regulation occurring after such event, and (v) Other
Taxes.

     

    “Export Credit Agency”
means an export credit agency or any other governmental body that supports the
commercial and trading activities of private domestic businesses that do
business abroad.

     

    “Extension Date” has
the meaning specified in Section
2.01(e).

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    “Federal Funds Rate”
means, for any relevant day, the overnight Federal funds rate as published for
such day in the Federal Reserve Statistical Release H.15 (519) or any successor
publication, or, if such rate is not published for any day, the rate for such
day will be the rate set forth in the daily statistical release designated as
the Composite 3:30 p.m. Quotation for U.S. Government Securities, or any
successor publication, published by the Federal Reserve Bank of New York
(including any such successor, the “Composite 3:30 p.m. Quotation” for such day
under the caption “Federal Funds Effective Rate”).  If on any relevant
day the appropriate rate for such previous day is not yet published in either
H.15 (519) or the Composite 3:30 p.m. Quotations, the rate for such day will be
the arithmetic mean as determined by the Administrative Agent of the rates for
the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New
York City time) on that day by each of three leading brokers of recognized
standing of Federal funds transactions in New York City selected by the
Administrative Agent.

     

    “Federal Reserve
Board” means the Board of Governors of the Federal Reserve System of the
United States.

     

    “Fee Letters” means,
if applicable, any fee letter entered into in connection with the Loans and
signed by any Credit Party and any Lender.

     

    “Final Calculation
Date” means the date that is two (2) Business Days prior to the Second
Step-Up Date.

     

    “First Calculation
Date” means the date that is two (2) Business Days prior to the Closing
Date.

     

    “Fiscal Year” means
any of the annual accounting periods of the Borrower ending on or about December
31 of each year.

     

    “Fitch” means Fitch
Ratings, Ltd. and any successor thereto.

     

    “Governmental
Authority” means any branch of power or government or any state,
department or other political subdivision thereof, or any governmental body,
agency, authority (including any central bank or taxing or environmental
authority), any entity or instrumentality (including any court or tribunal)
exercising executive, legislative, judicial, regulatory, administrative or
investigative functions of or pertaining to government.

     

    “Guarantor” has the
meaning specified in the preamble hereto.

     

    “Hazardous Materials”
means (a) radioactive materials, asbestos-containing materials, polychlorinated
biphenyls, radon gas and (b) any other chemicals, materials or substances
designated, classified or regulated as hazardous or toxic or as a pollutant or
contaminant under any applicable Environmental Law.

     

    “Holding Company”
means, in relation to a company or a corporation, any other company or
corporation in respect of which it is a Subsidiary.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    “Indebtedness” 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 and (vii) all obligations of such Person
under repurchase agreements for the stock issued by such Person or another
Person and (viii) all Debt of others guaranteed by such Person.

     

    “Indemnified Party”
has the meaning specified in Section
12.05.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes arising from any payment made hereunder or
under any other Transaction Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other
Transaction Document.

     

    “Initial Step-Up Date”
means the date that is eighteen months after the Disbursement Date.

     

    “Interest Payment
Date” means the last day of each June and December commencing on December
31, 2008, and the date of repayment of the Loans, the Conversion Date and the
Maturity Date.  If an Interest Payment Date falls on a date that is
not a Business Day, such Interest Payment Date shall be deemed to be the
immediately preceding Business Day.

     

    “Interest Period”
means (a) with respect to the first Interest Period, the period from and
including the Disbursement Date to but excluding the first Interest Payment
Date, and (b) thereafter, the period from and including each Interest Payment
Date to but excluding the next Interest Payment Date; provided that the
foregoing provisions are subject to the following:

     

    (i)        if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the
immediately preceding Business Day; and

     

    (ii)       any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
relevant calendar month.

     

    “Joint Lead Arrangers”
has the meaning specified in the preamble hereto.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    “Judgment Currency”
has the meaning specified in Section
12.14(c).

     

    “Lender” means each
financial institution designated as such on the signature pages hereof, each
Assignee that becomes a Lender pursuant to Section 12.06(b), and
each of their respective successors or assigns.

     

    “Lending Office”
means, with respect to any Lender, (a) the office or offices of such Lender
specified as its “Lending Office” or
“Lending
Offices” in Schedule 1.01(b) or
(b) such other office or offices of such Lender as it may designate as its
Lending Office by notice to the Borrower and the Administrative
Agent.

     

    “LIBOR” means,
applicable to any Interest Period, the rate for deposits in Dollars for a period
equal to such Interest Period quoted on the second LIBOR Business Day prior to
the first day of such Interest Period, as such rate appears on Reuters Page
LIBOR01 as of 11:00 a.m. (London time) on such date as determined by the
Administrative Agent and notified to the Lenders and the Borrower on such second
prior LIBOR Business Day.  If LIBOR cannot be determined based on the
Reuters Page LIBOR01, LIBOR means the arithmetic mean (rounded upwards to the
nearest 1/100%) of the rates per annum, as supplied to the Administrative Agent,
quoted by the Reference Banks to prime banks in the London interbank market for
deposits in Dollars at approximately 11:00 a.m. (London time) two (2) LIBOR
Business Days prior to the first day of such Interest Period in an amount
approximately equal to the principal amount of the Loans to which such Interest
Period is to apply and for a period of time comparable to such Interest
Period.

     

    “LIBOR Business Day”
means any Business Day on which commercial banks are open in London for the
transaction of international business, including dealings in Dollar deposits in
the international interbank markets.

     

    “Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset.  The Parent or any
Subsidiary of the Parent shall be deemed to own, subject to a Lien, any asset
that it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, Capital Lease or other title retention
lease relating to such asset, or any account receivable transferred by it with
recourse (including any such transfer subject to a holdback or similar
arrangement that effectively imposes the risk of collectability on the
transferor).

     

    “Loan” has the meaning
set forth in Section
2.01(a).

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, condition
(financial or otherwise), operations, performance, properties or prospects of
the Credit Parties taken as a whole, (b) the validity or enforceability of this
Agreement or any of the Dutch “A” Notes or the rights and remedies of the
Administrative Agent or any Lender under this Agreement or any of the Dutch “A”
Notes or (c) the ability of any Credit Party to perform its Obligations under
this Agreement, the 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    Dutch
“A” Notes, the Fee Letters, any Notice of Borrowings, any certificates, waivers,
or any other agreement delivered pursuant to this Agreement.

     

    “Material Subsidiary”
means, at any date, (a) each Subsidiary of the Parent (if any) (i) the assets of
which, together with those of its Subsidiaries, on a consolidated basis, without
duplication, constitute 5% or more of the consolidated assets of the Parent and
its Subsidiaries as of the end of the then most recently ended fiscal quarter
for which quarterly financial statements have been prepared or (ii) the
operating profit of which, together with that of its Subsidiaries, on a
consolidated basis, without duplication, constitutes 5% or more of the
consolidated operating profit of the Parent and its Subsidiaries for the then
most recently ended fiscal quarter for which quarterly financial statements have
been prepared and (b) each Guarantor.

     

    “Maturity Date” means
the earlier of (a) June 30, 2011 or, if extended in accordance with Section 2.01(e), the
Interest Payment Date following the then applicable Maturity Date or (b) the
date on which all outstanding principal, accrued and unpaid interest and
Deferred Amounts, if any, with respect to the Loans are paid in
full.

     

    “Maturity Loan” means
the “Loan” as defined in the Maturity Loan “A” Agreement.

     

    “Maturity Loan “A”
Agreement” means a Maturity Loan “A” Agreement in substantially the form
of Exhibit A,
as amended as necessary to comply with Section 4.03(f)
hereof, which shall be executed prior to the Conversion Date pursuant to Section
2.01(k)(i).

     

    “Measurement Period”
means the five (5) Business Day period prior to the Calculation
Date.

     

    “Mexican FRS” means,
Mexican Financial Reporting Standards (normas de información
financiera) as in effect from time to time.

     

    “Mexico” means the
United Mexican States.

     

    “Ministry of Finance”
means the Ministry of Finance and Public Credit of Mexico.

     

    “Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.

     

    “Notice of Borrowing”
has the meaning specified in Section
2.01(b).

     

    “Notice of Default”
has the meaning specified in Section
10.05.

     

    “Obligations” means,
(a) with respect to the Borrower, all of its obligations and liabilities
hereunder, including the Loans, to the Lenders, the Structuring Agent, the Joint
Lead Arrangers and the Administrative Agent now or in the future 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    existing
under or in connection with the Transaction Documents, whether direct or
indirect, absolute or contingent, due or to become due, and (b) with respect to
each Guarantor, all of its indebtedness including the Loans hereunder,
obligations and liabilities to the Lenders, the Structuring Agent, the Joint
Lead Arrangers and the Administrative Agent now or in the future existing under
or in connection with the Transaction Documents, in each case whether direct or
indirect, absolute or contingent, due or to become due.

     

    “Other Taxes” means
any present or future stamp or documentary taxes which arise from any payment
made hereunder and which are imposed, levied, collected or withheld by any
Governmental Authority.

     

    “Parent” has the
meaning specified in the preamble hereto.

     

    “Participant” has the
meaning specified in Section
12.06(d).

     

    “Payment Event of
Default” has the meaning set forth in Section
2.02(d).

     

    “Pension Plan” means a
“pension plan”, as such term is defined in Section 3(2) of ERISA, which is
subject to Title IV of ERISA (other than a multiemployer plan as defined in
Section 4001(a)(3) of ERISA), and to which any Credit Party or any of its ERISA
Affiliates has any liability.

     

    “Permitted Liens” has
the meaning specified in Section
7.06.

     

    “Person” means an
individual, partnership, corporation, business trust, joint stock company,
limited liability company, trust, unincorporated association, joint venture or
other business entity or Governmental Authority, whether or not having a
separate legal personality.

     

    “Prime Rate” means the
average of the rate of interest publicly announced by each of the Reference
Banks from time to time as its Prime Rate in New York City, the Prime Rate to
change as and when such designated rate changes.  The Prime Rate is
not intended to be the lowest rate of interest charged by the Administrative
Agent or any Lender in connection with extensions of credit to debtors of any
class, or generally.

     

    “Pro Rata Share” means
(a) prior to the Disbursement Date, the percentage obtained by dividing the
Commitment of a Lender by the Aggregate
Committed Amount or (b) after the Disbursement Date, the percentage obtained by
dividing the
outstanding principal amount of the Loan of a Lender by the aggregate
outstanding principal amount of the Loans.  The initial Pro Rata
Shares of the Lenders are set out on Schedule 1.01(a).

     

    “Process Agent” has
the meaning specified in Section
12.12(a).

     

    “Professional Market
Party” means a professional market party (professionele marktpartij)
within the meaning of the Dutch Financial Supervision Act.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    “Qualified Receivables
Transaction” means a sale, transfer, or securitization of receivables and
related assets by the Parent 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 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
Parent 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.

     

    “Qualifying Equity
Security” means any security that (a) is issued or guaranteed by the
Parent and (b) is accounted for as “equity” of the Parent in the
consolidated financial statements of the Parent.

     

    “Rating Agencies”
means Moody’s, S&P, and Fitch or if any of such Persons cease to perform
credit ratings or other applicable services, such nationally recognized
statistical rating organization the Administrative Agent may
select.

     

    “Reference Banks”
shall mean three banks in the London interbank market, initially Citibank NA,
HSBC Bank plc, and ING Bank NV.

     

    “Reference Bonds”
means each of the C8 Notes and the C10 Notes.

     

    “Regulation T, U, or
X” means Regulation T, U, or X, respectively, of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor
to all or a portion thereof.

     

    “Required Lenders”
means, at any time, Lenders (other than Defaulting Lenders) holding more than
67% of the aggregate principle amount of outstanding Loans; provided, however, that for
purposes of Section
9.02, “Required
Lenders” means, at any time, Lenders holding more than 50% of the
aggregate principal amount of the outstanding Loans.

     

    “Requirement of Law”
means, as to any Person, any law, ordinance, rule, regulation or requirement of
any Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

     

    “Responsible Officer”
of any Person means the Chief Financial Officer, the Corporate Planning and
Finance Director, the Finance Director, the Comptroller of such Person and, in
the case of the Borrower, any two managing directors of the Borrower or an
attorney-in-fact.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    “Restricted Payment”
has the meaning specified in Section
7.07.

     

    “Reuters Page LIBOR01”
means the display designated as “LIBOR01” on Reuters 3000 Xtra
(or any successor service) or such other page as may replace Page LIBOR01 on
Reuters 3000 Xtra or any successor service or such other service or services as
may be nominated by the British Bankers’ Association for the purpose of
displaying London interbank offered rates for Dollar deposits.

     

    “Second Step-Up Date”
means June 30, 2011.

     

    “Solvent”  means,
with respect to any Person on a particular date, that on such date (i) such
Person (a) is not “insolvent” within the meaning of Section 101(32) of the
United States Bankruptcy Reform Act of 1978, as amended, (b) is otherwise able
to pay its debts as such debts become due unless such debts are the subject of a
bona fide dispute as to liability or amount, or (c) is not, or is not deemed to
be, in general default of its obligations pursuant to the Mexican Ley de
Concursos Mercantiles, or (ii) no corporate action, legal proceedings or other
procedure in relation to suspension of payments (surseance van betaling),
bankruptcy (faillissement), or the appointment of a trustee in bankruptcy
(curator) or administrator (bewindvoerder), all within the meaning of the Dutch
Bankruptcy Act, has been taken in relation to it.

     

    “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc. and any successor thereto.

     

    “Step-Up Spread”
means, as calculated as of the Final Calculation Date, (a) the sum of (i) the
product of the Average Spread for the C8 Notes multiplied by the
Days to Call for the C8 Notes plus (ii) the product
of the Average Spread for the C10 Notes multiplied by the
Days to Call for the C10 Notes divided by (b) the
sum of (i) the Days to Call for the C8 Notes and (ii) the Days to Call for the
C10 Notes.

     

    “Structuring Agent”
has the meaning specified in the preamble hereto.

     

    “Subsidiary” means
with respect to any Person, any corporation, partnership, joint venture, limited
liability company, trust, estate or other entity of which (or in which) more
than 50% of (a) in the case of a corporation, the issued and outstanding Capital
Stock having ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of whether at the time Capital Stock of any
other class or classes of such corporation shall or might have voting power upon
the occurrence of any contingency not in the control of such Person), (b) in the
case of a limited liability company, partnership or joint venture, the interest
in the capital or profits of such limited liability company, partnership or
joint venture or (c) in the case of a trust or estate, the beneficial interest
in such trust or estate, is at the time directly or indirectly owned or
controlled by (X) such Person, (Y) such Person and one or more of its other
Subsidiaries or (Z) one or more of such Person’s other
Subsidiaries.

     

    “Substitute Lender”
means a commercial bank or other financial institution, acceptable to the
Parent, the Lenders and the Administrative Agent, each in its 

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    sole
discretion, and approved by the Structuring Agent (including such a bank or
financial institution that is already a Lender hereunder), which assumes all or
a portion of the Commitment of a Lender pursuant to the terms of this
Agreement.

     

    “Successor” has the
meaning specified in Section
7.08(a).

     

    “Tax Related Person”
means any Person whose income is realized through, or determined by reference
to, the Administrative Agent or a Lender; provided that no
Lender shall be deemed a Tax Related Person of the Administrative Agent, and the
Administrative Agent shall not be deemed a Tax Related Person of any
Lender.

     

    “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable
thereto.

     

    “Transaction
Documents” means a collective reference to this Agreement, the Dutch “A”
Notes, any Assignment and Assumption Agreement, the Fee Letters, and all other
related agreements and documents issued or delivered hereunder or thereunder or
pursuant hereto or thereto.

     

    “United States” and
“U.S.” means
the United States of America, including the States and the District of Columbia,
but excluding its territories and possessions.

     

    “U.S. Government
Securities” means any security issued or guaranteed as to principal or
interest by the United States, or by a Person controlled or supervised by and
acting as an instrumentality of the government of the United States pursuant to
authority granted by the Congress of the United States, in each case provided such
security is rated “AAA” or the equivalent by each of the Rating
Agencies.

     

    “U.S. Treasury
Benchmarks” means the most recently issued U.S. Treasury bond or note
with a maturity date closest to the Call Date of the relevant Reference
Bond.

     

    “Value of Debt Currency
Derivatives” means, on any given date, the aggregate mark-to-market value
of Debt Currency Derivatives, expressed as a positive number (if, on a
mark-to-market basis, such aggregate amount reflects a net amount owed to the
Parent and its Subsidiaries) or as a negative number (if, on a mark-to-market
basis, such aggregate amount reflects a net amount owed by the Parent and its
Subsidiaries).

     

    “Welfare Plan” means a
“welfare plan,” as such term is defined in Section 3(1) of
ERISA.

     

    1.02     Other Definitional
Provisions.

     

    (a)        The
terms “including” and “include” are not limiting and mean “including but not
limited to” and “include but are not limited to.”

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (b)    
     The words “hereof,” “herein” and “hereunder” and
words of similar import when used in this Agreement refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Article,
Section, paragraph, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

     

    (c)        
 The meanings given to terms defined herein are equally applicable to both
the singular and plural forms of such terms.

     

    (d)     
    In this Agreement, in the computation of periods of time
from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each means “to but
excluding”.  Periods of days referred to in this Agreement shall be
counted in calendar days unless Business Days or LIBOR Business Days are
expressly prescribed.

     

    (e)     
    The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

     

    1.03     
 Accounting Terms
and Determinations.  All accounting and financing terms not
specifically defined herein shall be construed in accordance with Mexican
FRS.

     

    ARTICLE
II

    THE
LOAN FACILITIES

     

    2.01   
    Loans.

     

    (a)    
     Commitment.  Subject
to the terms and conditions set forth herein, each Lender hereby severally
agrees to make a loan (each a “Loan” and, together
the “Loans”) to
the Borrower in a single disbursement during the Availability
Period.  The aggregate principal amount of each Loan shall not exceed
such Lender’s Commitment.  The Loans, or any portion of the principal
amount thereof, that are converted to Maturity Loans or repaid may not be
reborrowed.

     

    (b)      
   Notice of
Borrowing.  If the Borrower desires to borrow under Section 2.01(a)
during the Availability Period, the Borrower shall deliver to the Administrative
Agent a written notice (the “Notice of Borrowing”)
in the form attached as Exhibit C not later
than 1:00 p.m. (New York City time) at least three (3) Business Days prior to
the Disbursement Date.  Such Notice of Borrowing shall specify (i) the
amount of the proposed Loans, and (ii) the proposed Disbursement Date, which
must be a Business Day during the Availability Period.  The Notice of
Borrowing given pursuant to this Section 2.01(b) shall
be irrevocable and binding on the Borrower.  Funds under Section 2.01(a) shall
be available only in a single disbursement.

     

    (c)    
     Making the
Loans.  The Administrative Agent shall promptly notify each
Lender of the amount of the borrowing of the Loans.  Each Lender shall
deposit in the Administrative Agent Account an amount equal to its Pro Rata
Share of the amount of such borrowing by wire transfer of immediately available
funds, not later than 10:00 a.m. (New York City time) on the Disbursement
Date.  Subject to the satisfaction of the 

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    conditions
precedent set forth in Section 4.02, to the
extent received from the Lenders, the Administrative Agent shall make such
proceeds available to the Borrower on the Disbursement Date to the account with
such bank or any other financial institution designed by the Borrower in the
Notice of Borrowing.

     

    (i)      Except
as otherwise provided in Section 2.01(c), all
Loans under this Agreement shall be made by the Lenders simultaneously and
proportionately to their Pro Rata Shares.  No Lender shall be
responsible for any failure by any other Lender to perform its obligation to
make a Loan hereunder.

     

    (ii)     Unless
the Administrative Agent shall have received notice from a Lender, prior to the
Disbursement Date, that such Lender will not make available to the
Administrative Agent such Lender’s Pro Rata Share of the amount of such
borrowing, the Administrative Agent may, but shall not be required to, assume
that such Lender has made such Pro Rata Share of the amount of such borrowing
available on such date in accordance with Section 2.01(c) and
may, but shall not be required to, in reliance upon such assumption, make
available to the Borrower a corresponding amount.  If any Lender
either does not make its Pro Rata Share of the amount of such borrowing
available to the Administrative Agent or delays in doing so past 3:00 p.m. (New
York City time) on the Disbursement Date (such Lender (until it makes such Pro
Rata Share available) hereinafter referred to as a “Defaulting Lender”),
then the Administrative Agent shall immediately notify the Borrower of such
default.  If the Administrative Agent has made available to the
Borrower an amount corresponding to such Defaulting Lender’s Pro Rata Share of
the amount of such borrowing, then the Defaulting Lender and the Borrower
jointly and severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, on each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at:

     

    (1)      in
the case of the Defaulting Lender, the Federal Funds Rate; or

     

    (2)      in
the case of the Borrower, the interest rate applicable to the
Loans.

     

    If,
with respect to the immediately preceding sentence, the Borrower pays such
amount and interest thereon to the Administrative Agent, then the Defaulting
Lender shall indemnify and hold harmless the Borrower from and against such
amount and interest thereon, and if such Defaulting Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Defaulting
Lender’s Pro Rata Share of the amount of such borrowing.  If the
Administrative Agent, in its discretion, does not make available to the Borrower
an amount corresponding to the Defaulting Lender’s Pro Rata Share of the amount
of such borrowing, then the Defaulting Lender shall indemnify and hold harmless
the Credit Parties from and against such amount as well as any and all losses,
liabilities (including liabilities for penalties), actions, suits, judgments,
demands, costs, and expenses (including reasonable fees and disbursements for
counsel including 

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    allocated
cost of internal counsel) resulting from any failure on the part of the
Defaulting Lender to provide, or from any delay in providing, the Administrative
Agent with such Defaulting Lender’s Pro Rata Share of the amount of such
borrowing, but no Lender shall be so liable for any such failure on the part of
or caused by any other Lender or the Administrative Agent or the Credit
Parties.  The Administrative Agent, upon notice by the Borrower that
such reimbursement is due from the applicable Defaulting Lender, shall notify
such Defaulting Lender of the amount of the reimbursement due, including
interest thereon, and shall forward such amount to the Borrower upon receipt
from the Defaulting Lender.

     

    (d)       
  Loan
Notes.  Each Lender’s Pro Rata Share of the Loans shall be
evidenced by a promissory note dated the Disbursement Date and substantially in
the form of Exhibit
B (each, a “Dutch “A” Note” and,
collectively, the “Dutch “A”
Notes”).  Each Dutch “A” Note shall represent the obligation of
the Borrower to pay the amount of the applicable Lender’s Pro Rata Share of the
Loans, together with interest thereon as prescribed in Section
2.02.  The aggregate principal amount of the Loan advanced on
the Disbursement Date, together with any interest thereon and fees due in
connection herewith, shall be the primary obligation of the
Borrower.

     

    (e)     
    Maturity Date
Extension.  Unless an Event of Default shall have occurred
and be continuing on the then applicable Maturity Date or the Borrower has
delivered a notice of prepayment pursuant to Section 2.01(g) below
at least thirty (30) days prior to such Maturity Date, then such Maturity Date
(the “Extension
Date”) shall automatically and without action on the part of any party be
extended to the next succeeding Interest Payment Date. For the avoidance of
doubt, so long as no Event of Default has occurred and is continuing and no
notice of prepayment has been delivered pursuant to Section 2.01(g) below
at least thirty (30) days prior to such Maturity Date, there shall be no limit
on the number of times the Maturity Date may be extended pursuant to this Section
2.01(e).

     

    (f)         
 Repayment.  The
Borrower shall, and hereby promises to, repay all outstanding principal,
accrued and unpaid interest and Deferred Amounts, if any, with respect to the
Loans on the Maturity Date (after giving effect to any extensions pursuant to
Section 2.01(e)), except if the Loans have been fully converted to Maturity
Loans prior to such date.

     

    (g)        
 Prepayment.  The
Loans may be repaid in whole or in part without premium or penalty; provided that (i) the
Loans may be prepaid only upon five (5) Business Days’ prior written notice to
the Administrative Agent, and (ii) partial prepayments shall be in minimum
principal amounts of U.S.$10,000,000.  All such prepayments shall be
accompanied by the payment of all accrued interest thereon, including any
Deferred Amounts then outstanding, together with, if such prepayment is made on
any date other than a scheduled Interest Payment Date, any funding losses as
provided in Section
3.05.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (h)     
    Payments.  Each
payment of principal, accrued and
unpaid interest and Deferred Amounts, if any, with respect to the
Loans shall be paid to the Administrative Agent for the ratable benefit of each
Lender.  No payment with respect to the Loans may be
reborrowed.

     

    (i)         
 Conversion.  Subject
to the terms and conditions set forth in Section 4.03, on any
Interest Payment Date after the Disbursement Date and prior to June 30,
2011 (such date, the “Conversion Date”),
the Borrower may, in its sole discretion and upon five (5) Business Day’s prior
written notice to the Administrative Agent, convert all (and not part) of the
Loans outstanding on such Interest Payment Date into the Maturity
Loans.  For the avoidance of doubt, at no time shall both the Loans
and the Maturity Loans be outstanding at the same time.

     

    (j)           Request for
Conversion.

     

    (i)           To
request the conversion, the Borrower shall deliver a written notice to the
Administrative Agent at least five (5) Business Days prior to the proposed
Conversion Date substantially in the form of Exhibit H hereto (the
“Conversion
Notice”).  The Conversion Notice shall be irrevocable and the
conversion shall be binding on each Lender as of the Conversion Date, provided that the
conditions set forth in Section 4.03 have
been satisfied or waived as provided therein.

     

    (ii)         
Not later than 12:00 p.m. (New York City time) on the Business Day following the
day on which the Conversion Notice is received, the Administrative Agent shall
promptly advise each Lender of the details thereof and, promptly, prior to the
proposed Conversion Date, it shall provide Schedule 2.01(a) for
the Maturity Loan “A” Agreement, containing the principal amount of each
Lender’s Loan, to the Credit Parties.

     

    (k)           Conversion Date
Mechanics.  On the Conversion Date, the following shall
occur:

     

    (i)           Subject
to the satisfaction of the conditions precedent set forth in  Section 4.03 of this
Agreement, (A) each party hereto shall execute the Maturity Loan “A” Agreement
in the form attached as Exhibit A hereto, as
amended, if necessary, to comply with Section 4.03(f)
hereof, and (B) each Lender shall deliver its Dutch “A” Note to the
Administrative Agent in exchange for a Maturity “A” Note, and

     

    (ii)           The
Borrower shall deliver a Maturity “A” Note (as defined in the Maturity Loan “A”
Agreement) to each Lender in exchange for such Lender’s Dutch “A”
Note.  Upon issuance of the Maturity “A” Notes in exchange for the
Dutch “A” Notes, the applicable Dutch “A” Notes shall be deemed to have been
paid in full.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

     
The parties agree that the conversion of the loans into the Maturity Loans shall
not constitute novation of the obligations of the Credit Parties.

     

    2.02         Interest.

     

    (a)           Loans.  Subject
to Section
2.02(c) and Section 2.02(d), the
Loans shall bear interest at a rate per annum equal to LIBOR plus the Applicable
Margin.

     

    (b)           Interest
Deferral.  Subject to the limitations set forth herein in clause (iii) below,
as long as no Event of Default has occurred and is continuing, the Borrower may
at any time and in its sole discretion defer, on one or more occasions, all (but
not part) of the scheduled interest payments on the Loans otherwise due and
payable on any Interest Payment Date (the amount of each such deferral a “Deferred Amount” and
all outstanding Deferred Amounts, the “Deferred
Amounts”).

     

    (i)           The
Borrower will deliver written notice of any proposed interest deferral to the
Administrative Agent not more than thirty (30) nor less than ten (10) Business
Days prior to the applicable Interest Payment Date.

     

    (ii)          The
Deferred Amounts shall accumulate and compound semi-annually and shall bear
interest at the rate otherwise applicable to the Loans plus the Deferral
Spread.

     

    (iii)         The
Borrower may not elect to defer any scheduled payments of interest on the Loans
at any time when the Parent or any of the Parent’s subsidiaries
has:

     

     
(A)        declared or paid any
dividend, or made any distributions on common stock of the Parent  at
or since the most recent annual general meeting of the shareholders of the
Parent;

     

     
(B)         paid any
interest, dividend or other distributions on any Qualifying Equity Security
during the 180-day period immediately preceding the payment date for which
interest deferral is proposed; or

     

     
(C)        repurchased, redeemed,
repaid or otherwise reacquired any Qualifying Equity Security during the 180-day
period immediately preceding the payment date for which interest deferral is
proposed, other than repurchases, redemptions or reacquisitions (i) the
sole consideration for which was the payment of common stock of the Parent (or
rights to acquire common stock of the Parent), or (ii) in connection with
the satisfaction of obligations under any existing or future benefit plan for
directors, officers or employees.

     

    (c)           Increased Interest
Rate.

     

    (i)           Upon
the occurrence of any Credit Event from (and including) the date on which such
Credit Event occurs, the Applicable Margin shall be increased 

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (a
“Credit Event
Step-Up”) by an additional 2% per annum; provided, however, the Credit
Event Step-Up applicable pursuant to this Section 2.02(c)(i)
shall not apply during a Default Period. For the avoidance of doubt, (A) the
Applicable Margin shall increase by an additional 2% per annum upon each
occurrence of a Credit Event and (B) immediately upon the waiver or cure of such
Event of Default, the Credit Event Step-Up shall apply and the Applicable Margin
shall be increased by the Credit Event Margin Increase commencing on, and
including, the date of such cure or waiver.

     

    (ii)           Upon
the occurrence of a Change of Control Event from (and including) the date on
which a Change of Control Event occurs, the Applicable Margin shall be increased
by an additional 5% per annum.

     

    (d)           Default
Interest.  If any principal of, or interest on, the Loans or
any fee or other amount payable by any Credit Party with respect to the Loans is
not paid when due, whether at stated maturity, upon acceleration, as required
pursuant to Section
7.02 or otherwise (a “Payment Event of
Default”), such overdue amount shall bear interest, after as well as
before judgment, to the day of actual receipt of such sum by the Administrative
Agent at a rate per annum equal to 2% plus the Applicable Margin.

     

    So
long as the Event of Default continues, the default interest rate shall be
recalculated on the same basis at intervals of such duration as the
Administrative Agent may select, provided that the
amount of unpaid interest at the above rate accruing during the preceding period
(or such longer period as may be the shortest period permitted by applicable law
for the capitalization of interest) shall be added to the amount in respect of
which such Person is in default.

     

    (e)           Payment of
Interest.  Accrued interest on the Loans shall be payable in
arrears on each Interest Payment Date; provided that in the
event of any repayment or prepayment of the Loans, accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment.

     

    (f)           Computation.  All
interest hereunder shall be computed on the basis of a year of 360 days, and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).  The applicable LIBOR rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

     

    ARTICLE
III

    FEES, TAXES, PAYMENT
PROVISIONS

     

    3.01           Upfront
Fees.  The Borrower agrees to pay, or cause to be paid, to the
Administrative Agent, for the account of the Lenders ratably in accordance with
their Pro Rata Share, (a) on the Closing Date, an upfront fee equal to 0.40% of
the Aggregate Committed Amount and (b) on the last Business Day of December
2009, an additional upfront fee equal to 0.25% of the aggregate principle amount
of the Loans outstanding on 

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    the
last Business Day of December 2009 and not converted to Maturity Loans on such
date.

     

    3.02        Computation of
Fees.  All fees calculated on a per annum basis shall be
computed on the basis of a year of 360 days and paid for the actual number of
days elapsed.

     

    3.03        Taxes.

     

    (a)          Any
and all payments by any Credit Party to any Lender, the Joint Lead Arrangers or
the Administrative Agent under this Agreement and the other Transaction
Documents shall be made free and clear of, and without deduction or withholding
for or on account of, any Indemnified Taxes.

     

    (b)          Except
as otherwise provided in Section 3.03(c), the
Credit Parties jointly and severally agree to indemnify and hold harmless each
Lender and the Administrative Agent for the full amount of Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section 3.03) paid by
or assessed against any Lender or the Administrative Agent, as the case may be,
and any penalties, interest, additions to tax, and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority,
except to the extent that such penalties, interest, additions to tax or expenses
are incurred solely as a result of any gross negligence or willful misconduct of
such Lender, or Administrative Agent, as the case may be.  Payment
under this indemnification shall be made within thirty (30) days after the date
any Lender or the Administrative Agent makes written demand therefor, setting
forth in reasonable detail the basis and calculation of such amounts (such
written demand shall be presumed correct, absent significant
error).

     

    (c)          If
any Credit Party shall be required by law or regulation to deduct or withhold
any Indemnified Taxes from or in respect of any sum payable hereunder to any
Lender or the Administrative Agent, then:

     

    (i)           the
sum payable shall be increased as necessary so that after making all required
deductions and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section 3.03(c)) such
Lender or the Administrative Agent receives an amount equal to the sum it would
have received had no such deductions or withholdings been made;

     

    (ii)          such
Credit Party shall make such deductions and withholdings; and

     

    (iii)         such
Credit Party shall pay the full amount deducted or withheld to the relevant
taxing authority or other authority in accordance with applicable
law.

     

    (d)          Within
thirty (30) days after the date of any payment by a Credit Party of Indemnified
Taxes, such Credit Party shall furnish to the Administrative Agent the


     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    original
or a certified copy of a receipt evidencing payment thereof or other evidence of
payment reasonably satisfactory to the Administrative Agent.

     

    (e)          If
any Credit Party is required to pay additional amounts to the Administrative
Agent or any Lender pursuant to Section 3.03(c), then
the Administrative Agent or such Lender, as the case may be, shall, upon
reasonable request by the Borrower or the Guarantors, use reasonable efforts
(consistent with legal and regulatory restrictions) to change the jurisdiction
of its Lending Office, issuing office or office for receipt of payments by the
Borrower and Guarantors hereunder, as the case may be, so as to eliminate or
reduce the obligation of the Borrower or the Guarantor, as the case may be, to
pay any such additional amounts which may thereafter accrue or to indemnify the
Administrative Agent or such Lender in the future, if such change in the
reasonable judgment of the Administrative Agent or such Lender is not otherwise
disadvantageous to such Lender.  No Credit Party shall be required to
pay or increase any amounts payable pursuant to Section 3.03
following any assignment or grant of a participation by any Lender, except to
the extent (i) not in excess of the amounts the Borrower and Guarantors were
required to pay or increase with respect to such Lender immediately prior to
such an event, or (ii) increases in such amounts result from a change in
applicable law or regulation occurring after such event.

     

    (f)          Each
Lender and the Administrative Agent shall, from time to time at the request of
the Borrower or the Administrative Agent (as the case may be), promptly furnish
to the Borrower and the Administrative Agent (as the case may be), such forms,
documents or other information (which shall be accurate and complete) as may be
reasonably required to establish any available exemption from, or reduction in
the amount of, applicable Taxes; provided, however, that none of
any Lender or the Administrative Agent shall be obliged to disclose information
regarding its tax affairs or computations to the Borrower in connection with
this paragraph
(f), it being understood that the identity of any Person shall not be
considered for these purposes as information regarding its tax affairs or
computations.  Each of the Borrower and the Administrative Agent shall
be entitled to rely on the accuracy of any such forms, documents or other
information furnished to it by any Person and shall have no obligation to make
any additional payment or indemnify any Person for any Taxes, interest or
penalties that would not have become payable by such Person had such
documentation been accurate.

     

    (g)          If
the Administrative Agent or any Lender receives a refund or credit in respect of
Indemnified Taxes as to which it has been indemnified by any Credit Party
pursuant to Section
3.03(b), it shall notify the Credit Party of the amount of such refund or
credit and shall return to the Credit Party such refund or the benefit of such
credit; provided, however, that (A) the
Administrative Agent or such Lender, as the case may be, shall not be obligated
to make any effort to obtain such refund or credit or to provide any Credit
Party with any information on or justification for the arrangement of its tax
affairs or otherwise disclose to the Credit Party or any other Person any
information that it considers to be proprietary or confidential, and (B) the
Credit Party, upon the request of the Administrative Agent or such Lender, as


     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    the
case may be, shall return the amount of such refund or the benefit of such
credit to the Administrative Agent or such Lender, as the case may be, if the
Administrative Agent or such Lender, as the case may be, is required to repay
the amount of such refund or the benefit of such credit to the relevant
authorities within six (6) years of the date the Credit Party is paid such
amount by the Administrative Agent or such Lender, as the case may
be.

     

    (h)          If
requested by any Lender that is a resident of the United States for U.S. federal
income tax purposes, the Credit Parties will perform an analysis as to whether
the Borrower constitutes a passive foreign investment company within the meaning
of Section 1297 of the Code and will take into account reasonable comments from
such Lender with respect to such analysis.  The Lender will have
sole discretion to decide whether to make a “QEF election” (as described in
Section 1293 of the Code) with respect to its interest in the
Loans.  For the avoidance of doubt, if based on such analysis the
Lender decides to make a QEF election, the Credit Parties will provide the
information necessary for making such election, as described in this Section
3.03(h).  The Credit Parties will (i) maintain adequate
books and records to allow any Lender that would be subject to Section 1291 of
the Code with respect to its interest in the Loans to make a proper QEF election
and (ii) will further provide annual information statements and any other
information to any such Lender if such information is necessary for purposes of
making the QEF election or complying with the ongoing requirements associated
with such election.

     

    (i)           The
agreements in this Section 3.03 shall
survive the termination of this Agreement and the payment of the Borrower’s
Obligations.

     

    3.04       General Provisions as to
Payments.

     

    (a)          All
payments to be made by any Credit Party shall be made without set-off,
counterclaim or other defense.  Except as otherwise expressly provided
herein, all payments by the Borrower shall be made to the Administrative Agent
for the account of the Lenders at the Administrative Agent’s Payment Office, and
shall be made in Dollars and in immediately available funds, no later than 3:30
p.m. (New York City time) on the dates specified herein.  The
Administrative Agent will promptly distribute to each Lender its applicable
share as expressly provided herein of each payment in like funds as
received.  Any payment received by the Administrative Agent later than
2:30 p.m. (New York City time) shall be deemed to have been received on the
following Business Day and any applicable interest or fee shall continue to
accrue until such following Business Day.

     

    (b)          Except
and to the extent otherwise specifically provided herein, whenever any payment
to be made hereunder is due on a day which is not a Business Day, the date for
payment thereof shall be extended to the immediately following Business Day and,
if interest is stated to be payable in respect thereof, interest shall continue
to accrue to such immediately following Business Day.

     

    (c)          Subject
to Section
2.02(b), unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the


     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    Administrative
Agent may assume that the Borrower has made such payment in full to the
Administrative Agent on such date and the Administrative Agent may (but shall
not be so required), in reliance upon such assumption, cause to be distributed
to the Lenders on such due date an amount equal to the amount then due to the
Lenders.  If and to the extent that the Borrower shall not have made
such payment, each applicable Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with accrued
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate; provided, however, that if any
amount remains unpaid by any Lender for more than five (5) Business Days after
the Administrative Agent has made a demand for such amount, such Lender shall,
commencing on the day next following such fifth Business Day, pay interest to
the Administrative Agent at a rate per annum equal to the Federal Funds Rate
plus 1%, and, provided further, that if any
such amount remains unpaid by any Lender for more than ten (10) Business Days,
such Lender shall, commencing on the day next following such tenth Business Day,
pay interest to the Administrative Agent at a rate per annum equal to the
Federal Funds Rate plus 2.00%.

     

    3.05       Funding
Losses.  If the Borrower makes any payment of principal with
respect to the Loans on any day other than the Interest Payment Date applicable
thereto, if the Borrower fails to convert the Loans to Maturity Loans after the
Conversion Notice has been delivered by the Borrower pursuant to Section 2.01(j),
or if the Borrower fails to prepay the Loans after notice has been given
pursuant to Section 2.01(g),
the Borrower shall reimburse each Lender within fifteen (15) days after demand
for any resulting loss or expense incurred by it, provided such Lender
shall have delivered to the Borrower a certificate setting forth in reasonable
detail the computations for the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.

     

    3.06       Basis for Determining
Interest Rate Inadequate or Unfair.  If on or prior to the
first day of any Interest Period for the Loans:

     

    (a)         the
Administrative Agent determines that by reason of circumstances affecting the
London interbank market, reasonably adequate means do not exist for ascertaining
LIBOR applicable to such Interest Period or that deposits in Dollars (in the
applicable amounts) are not being offered in the London interbank market for
such Interest Period, or

     

    (b)         the
Required Lenders advise the Administrative Agent that LIBOR as determined by the
Administrative Agent will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their respective Loan for such Interest
Period,

     

    then
the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Lenders.  In the event of any such determination or advice, until
the Administrative Agent shall have notified the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, any request by the
Borrower for the conversion to a Maturity Loan of the affected Interest Period,
or a continuation Interest Period shall be 

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    deemed
rescinded and such request shall instead be considered a request for a Base Rate
Loan.  Each determination by the Administrative Agent hereunder shall
be conclusive absent manifest error.

     

    3.07       Capital
Adequacy.  If any Lender has determined, after the date hereof,
that the adoption or the becoming effective of, or any change in, or any change
by any Governmental Authority, central bank, or comparable agency charged with
the interpretation or administration thereof in the interpretation or
administration of, any applicable law, rule, or regulation regarding capital
adequacy, or compliance by such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank, or comparable agency, has or would have the effect of increasing
such Lender’s cost of maintaining its commitment or making or maintaining any
Loans or reducing the rate of return on such Lender’s capital or assets as a
consequence of its commitments or obligations hereunder to a level below that
which such Lender could have achieved but for such adoption, effectiveness,
change, or compliance (taking into consideration such Lender’s policies with
respect to capital adequacy), then, upon notice from such Lender to the
Borrower, the Borrower shall be obligated to pay to such Lender such additional
amount or amounts as will compensate such Lender for such increased cost or
reduction in amount received.  Each determination by any such Lender
of amounts owing under this Section 3.07 shall,
absent manifest error, be conclusive and binding on the parties
hereto.  The relevant Lender will, upon request, provide a certificate
in reasonable detail as to the amount of such increased cost or reduction in
amount received and method of calculation.

     

     
Upon any Lender’s making a claim for compensation under this Section
3.07,  such Lender shall use commercially reasonable efforts
(consistent with legal and regulatory restrictions) to change the jurisdiction
of its lending office or assign its rights and obligations hereunder to another
of its offices, branches or affiliates so as to eliminate or reduce any such
additional payment by the Borrower which may thereafter accrue, if such change
is not otherwise disadvantageous to such Lender.

     

    3.08       Illegality.

     

    (a)         Notwithstanding
any other provision herein, if the adoption of or any change in any Requirement
of Law or in the interpretation or application thereof occurring after the
Closing Date shall make it unlawful for any Lender to make or maintain any
commitment or any Loan as contemplated by this Agreement, then such Lender shall
be an “Affected
Lender” and by written notice to the Borrower and to the Administrative
Agent:

     

    (i)           such
Lender may require that all outstanding Loans, made by it be converted to Base
Rate Loans, in which event all such Loans shall be automatically converted to
Base Rate Loans as of the effective date of such notice as provided in paragraph
(b) below, and

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    (ii)          if
it is also illegal for the Affected Lender to make Base Rate Loans, such Lender
may declare all amounts owed to it by the Borrower to the extent of such
illegality to be due and payable;

     

    provided, however, the Borrower
has the right, with the consent of the Administrative Agent, to find an
additional Lender to purchase the Affected Lenders’ rights and obligations;
provided, further, that such
Lender will first use its commercially reasonable efforts (consistent with legal
and regulatory restrictions) to either change the jurisdiction of its lending
office, issuing office or office for receipt of payments, or assign its
Commitment or Loans to another Person other than a Competitor, in each case to
eliminate such illegality.  The Credit Parties agree to cooperate in
good faith with the Affected Lenders to affect such change or
assignment.

     

    (b)         For
purposes of this Section 3.08, a
notice to the Borrower by any Lender shall be effective on the date of receipt
by the Borrower.

     

    3.09       Requirements of
Law.  If, after the date hereof, the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof
applicable to any Lender, or compliance by any Lender with any request or
directive (whether or not having the force of law) from any central bank or
other Governmental Authority, in each case made subsequent to the Closing Date
(or, if later, the date on which such Lender becomes a Lender):

     

    (a)         shall
impose, modify, or hold applicable any reserve, special deposit, compulsory
loan, or similar requirement against assets held by, deposits or other
liabilities in or for the account of, advances, loans, or other extensions of
credit by, or any other acquisition of funds by, any office of such Lender that
is not otherwise included in the determination of the LIBOR hereunder;
or

     

    (b)         shall
impose on such Lender any other condition (excluding any tax of any kind
whatsoever);

     

     
and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender reasonably deems to be material, of making,
converting into, continuing, or maintaining Loans or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, upon notice
delivered to the Borrower from such Lender, through the Administrative Agent, in
accordance herewith, the Borrower shall be obligated to promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for such increased cost or reduced amount receivable.  If any
Lender becomes entitled to claim any additional amounts pursuant to this Section 3.09, it
shall provide notice thereof to the Borrower, promptly upon occurrence of such
event, but in any case within three (3) days from the date of such event,
through the Administrative Agent, certifying (x) that one of the events
described in paragraph
(a) and (b) has occurred and
describing in reasonable detail the nature of such event, (y) as to the
increased cost or reduced amount resulting from such event and (z) as to the
additional amount demanded by such Lender and a reasonably detailed explanation
of the calculation thereof.  Such a certificate as to any additional


     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    amounts
payable pursuant to this subsection submitted by such Lender, through the
Administrative Agent, to the Borrower shall be conclusive and binding on the
parties hereto in the absence of manifest error.  This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.  If any Lender becomes aware of a
proposed change in any Requirement of Law that would entitle it to claim any
additional amounts pursuant to this Section 3.09 it shall
promptly, upon the Lender becoming aware of such event, provide notice to the
Borrower through the Administrative Agent.

     

    3.10       Substitute
Lenders.  If any Lender has demanded compensation pursuant to
Sections 3.07
or 3.09 or has
exercised its rights pursuant to Section 3.08(a)(ii),
and such Lender does not waive its right to future additional compensation
pursuant to Section
3.07 or 3.09, the Borrower
shall have the right (i) to replace such Lender with a Substitute Lender or
Substitute Lenders that shall succeed to the rights of such Lender under this
Agreement upon execution of an Assignment and Assumption Agreement and payment
by the Borrower of the related processing fee of U.S.$3,500 to the
Administrative Agent; or (ii) to remove such Lender, and, if such removal takes
place prior to the Disbursement Date, reduce the Commitments by the amount of
the Commitment of such Lender, and adjust the Commitment Percentage of each
Lender such that the percentage of each other Lender shall be increased to equal
the percentage equivalent of a fraction, the numerator of which is the
Commitment of such other Lender and the denominator of which is the Commitments
of the Lenders minus the Commitments of the Lender who demanded payment pursuant
to Sections
3.07 or 3.09 or exercised its
rights pursuant to Section 3.08(a)(ii);
provided, however, that such
Lender shall not be replaced or removed hereunder until such Lender has been
repaid in full all amounts owed to it pursuant to this Agreement (including
Sections 3.05
and 3.07) and
the other Transaction Documents unless any such amount is being contested by the
Borrower in good faith.

     

    3.11       Sharing of Payments in
connection with the Loans, Etc.

     

    (a)     
    If, other than as expressly provided elsewhere herein,
any Lender shall obtain on account of the Obligations owing to it any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its share of payments on account of the Obligations
obtained by all the Lenders (an “Excess Payment”),
such Lender shall forthwith (i) notify the Administrative Agent of such fact,
and (ii) purchase from the other Lenders such participations in such Obligations
owing to them as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from the
purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender’s share (according
to the proportion of (A) the amount of such paying Lender’s required repayment
to (B) the total amount so recovered from the purchasing Lender) of any interest
or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered.  The Administrative Agent will keep records
(which shall be 

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    conclusive
and binding in the absence of demonstrable error) of participations purchased
pursuant to this Section 3.11 and will
in each case notify the Lenders following any such purchases.

     

    (b)      
   If any Lender shall commence any action or proceeding in any
court to enforce its rights hereunder after consultation with the other Lenders
and, as a result thereof or in connection therewith, it shall receive any Excess
Payment, then such Lender shall not be required to share any portion of such
excess payment with any Lender which has the legal right to, but does not, join
in any such action or proceeding or commence and diligently prosecute a separate
action or proceeding to enforce its rights in another court.

     

    (c)    
     The Borrower agrees that any Lender so purchasing
a participation from another Lender pursuant to this Section 3.11 may
exercise all its rights of set-off with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation.

     

    ARTICLE
IV

    CONDITIONS
PRECEDENT

     

    4.01       Conditions Precedent to
Loans.  The obligations of the Lenders under this Agreement are
subject to the satisfaction or waiver of the following conditions precedent (the
date on which all such conditions precedent are satisfied or waived being the
“Closing
Date”):

     

    (a)          Loan
Documents.  The Administrative Agent and the Lenders shall have
received, on or before the Closing Date, counterparts of each of the following
documents duly executed and delivered by each party thereto, and in full force
and effect and reasonably satisfactory to the Administrative Agent:

     

    (i)           this
Agreement (attaching all Exhibits thereto); and

     

    (ii)          Dutch
“A” Notes executed by the Borrower for the account of each Lender.

     

    (b)         Financial
Statements.  The Borrower shall have delivered to the
Administrative Agent annual audited consolidated financial statements of the
Parent for the Fiscal Year ending December 31, 2007.

     

    (c)         Opinions of Borrower’s and
each Guarantor’s Counsel.  The Administrative Agent shall have
received (i) the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, New
York counsel to the Credit Parties, including, interalia, with respect to
enforceability of this Agreement and the Dutch “A” Notes, as well as not an
investment company, substantially in the form of Exhibit E, (ii)
the opinion of Lic. Ramiro G. Villarreal Morales, Mexican counsel to the Credit
Parties, substantially in the form of Exhibit F, and (iii)
the opinion of Warendorf, Dutch counsel to the Credit Parties, substantially in
the form of Exhibit
G.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    (d)          Opinion of Counsel to the
Administrative Agent.  The Administrative Agent shall have
received a favorable opinion of (i) Ritch Mueller, S.C., special Mexican counsel
to the Administrative Agent and the Lenders, including, interalia, a favorable
opinion with respect to enforceability and pari passu ranking and (ii) Stibbe New York B.V. special Dutch counsel to
the Administrative Agent and the Lenders, including, interalia, a favorable
opinion with respect to enforceability and pari passu ranking.

     

    (e)          Governmental and Third Party
Consents and Approvals.  (i)  Each Credit Party shall
have received all necessary approvals, authorizations, or consents of, or
notices to, or registrations with any Governmental Authority or other third
party with as may be necessary (without the imposition of any conditions that
are not acceptable to the Lenders) to allow such Credit Party lawfully
(A) to execute, deliver and perform their respective obligations under the
Transaction Documents to which each of them is, or shall be, a party and each
other agreement or instrument to be executed and delivered by each of them
pursuant thereto or in connection therewith and (B) consummate the
transactions contemplated hereunder and under any other Transaction Documents;
(ii) all applicable waiting periods shall have expired without any adverse
action being taken by any competent authority; and (iii) there shall not exist
any law or regulation that, in the reasonable judgment of the Lenders,
restrains, prevents or imposes materially adverse conditions upon the
Loans.  The Administrative Agent shall have received certified copies
of any and all such necessary approvals, authorizations, or consents of, or
notices to, or registrations with any Governmental Authority or other third
party required for the Credit Parties to enter into, or perform its obligations
under, the Transaction Documents.  All such consents, authorizations,
permits, approvals, notes and filings shall be in full force and any conditions
therein shall have been satisfied.

     

    (f)           Margin
Regulations.  No Credit Party is, nor will any Credit Party be
engaged, in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulations T, U or X), and no
proceeds of any Loan will be used to purchase or carry any margin stock or to
extend credit to others for the purpose of purchasing or carrying any margin
stock.  The Loans and the use of proceeds thereof do not violate
Regulation T, U or X.  The Administrative Agent shall have received
certificates from a Responsible Officer of each of the Borrower and the Parent
that the transactions contemplated by the Transaction Documents are in full
compliance with the Federal Reserve’s Margin Regulations.

     

    (g)          Organizational Documents of
the Credit Parties.  The Administrative Agent shall have
received certified copies of (i) the organizational documents in effect on the
Closing Date of each of the Credit Parties and to the extent available in the
relevant jurisdiction, an extract of the trade register of each Credit Party,
(ii) the powers-of-attorney of each Person executing any Transaction
Document on behalf of each of the Credit Parties, together with specimen
signatures of such Person and (iii) all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect to the
authorization for the execution, delivery and performance of each such
Transaction Document and the transactions contemplated hereby and
thereby.  All certificates shall state that the resolutions or other
information referred to in such 

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    certificates
have not been amended, modified, revoked or rescinded as of the date of such
certificates (which shall not be earlier than five (5) Business Days before the
Closing Date).

     

    (h)          Agent for Service of
Process.  The Administrative Agent shall have received a power
of attorney, notarized under Mexican law if applicable, granted by each of the
Credit Parties to the Process Agent in respect of the Transaction Documents
together with evidence that the Process Agent has accepted its appointment as
Process Agent pursuant to Section
12.12.

     

    (i)           Fees and
Expenses.  The Credit Parties shall have paid all fees and
expenses owing to the Lenders, the Structuring Agent, the Joint Lead Arrangers
and the Administrative Agent to the extent of and payable on or before the
Closing Date, and all other fees and expenses owing hereunder and under the
Commitment Letter and Fee Letters to the extent due and payable on or before the
Closing Date.

     

    (j)           No
Default.  No Default or Event of Default shall have occurred
and be continuing either prior to or after giving effect to the transactions
contemplated on the Closing Date, and the Credit Parties shall have provided
certificates from a Responsible Officer of each of the Borrower and the Parent
to such effect to the Administrative Agent.

     

    (k)          Representations and
Warranties.  The representations and warranties of the Credit
Parties contained in this Agreement and each other Transaction Document shall be
true on and as of the Closing Date, and Credit Parties shall have provided a
certificate to such effect to the Administrative Agent.

     

    (l)           No
Changes.  No material adverse change shall have occurred and
there has not occurred any event, circumstance or development that, individually
or in the aggregate, has resulted in, or could reasonably be expected to cause a
material adverse effect on the business, condition (financial or otherwise),
operations, performance, properties or prospects of the Parent and its
Subsidiaries, taken as a whole in each case, since March 31,
2008.

     

    (m)         No
Litigation.  Except as set forth on Schedule 5.06, no
action, suit, investigation, litigation or proceeding is pending or has been
threatened or commenced that (i) could reasonably be expected to (A) have a
Material Adverse Effect or (B) adversely affect the rights and remedies of
the Lenders under the Transaction Documents or (ii) purports to adversely
affect the financing of the Loan or prevent the anticipated use of the proceeds
thereof.

     

    (n)          Solvency.  Immediately
prior to the incurrence of the Loans on the Closing Date, and after giving
effect to such Loans, and the use of the proceeds of the Loans, each Credit
Party shall be Solvent and the Administrative Agent shall have received a
certificate attesting to such fact from the Responsible Officer of the Parent
(and not in such officer’s individual capacity), dated the Closing Date, in a
form reasonably satisfactory to the Administrative Agent.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    (o)          Other
Documents.  The Administrative Agent shall have received such
other certificates, powers of attorney and other documents and undertakings
relating to the authority for, and the execution, delivery and validity of, the
Transaction Documents, as may be reasonably requested by the Administrative
Agent or any Lender through the Administrative Agent.

     

    4.02       Conditions Precedent to Loan
Disbursement.  The disbursement of the Loan funds on the
Disbursement Date is subject to the satisfaction of the following
conditions:

     

    (a)          No
Default.  On the Disbursement Date, immediately before and
after giving effect to the disbursement of the Loans, no Default or Event of
Default shall have occurred and be continuing; and

     

    (b)          Accuracy of
Representations.  The representations and warranties of the
Credit Parties contained in this Agreement and each other Transaction Document
shall be true on and as of the Disbursement Date, and the Credit Parties shall
have provided a certificate to such effect to the Administrative
Agent.

     

    4.03       Conditions Precedent to
Conversion of the Loans.  The ability of the Borrower to
convert the Loans into the Maturity Loans pursuant to Section 2.01(j) above
is subject to the satisfaction or waiver of the following
conditions:

     

    (a)          Notices.  The
Administrative Agent shall have received the Conversion Notice delivered in
accordance with Section 2.01(j).

     

    (b)          No
Default.  On the Conversion Date, no Event of Default shall
have occurred and be continuing.

     

    (c)          Deferred
Amounts.  There are no outstanding Deferred Amounts; provided, that the
Borrower shall be permitted to repay any outstanding Deferred Amounts
simultaneously with the conversion.

     

    (d)          Documents.   The
Administrative Agent shall have received a fully executed copy of (i) the
Maturity Loan “A” Agreement and (ii) the Dutch “A” Notes; provided, however, the failure
by one or more Lenders to satisfy its obligations pursuant to Section 2.01 (k)(i)
shall not constitute the failure to satisfy this Section 4.03(d) with
respect to the other Lenders.

     

    (e)          Maturity “A” Loan Agreement
Conditions. All of the conditions precedent in the Maturity Loan “A”
Agreement have been satisfied or waived by Maturity Loan Lenders.

     

    (f)          Additional Covenants and
Events of Defaults.  Prior to the Conversion Date, the form of
the Maturity Loan “A” Agreement in Exhibit A hereto
shall have been amended to include any covenants or events of default applicable
to any Comparable Debt Facility of
any Credit Party entered into after the Closing Date that are new or more


     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    favorable
to the lenders in such Comparable Debt Facility than the covenants and events of
default in the form of the Maturity Loan “A” Agreement attached as Exhibit A hereto on
the Closing Date.

     

    ARTICLE
V

    REPRESENTATIONS
AND WARRANTIES OF THE BORROWER

     

     
The Borrower represents and warrants that:

     

    5.01       Corporate Existence and
Power.

     

    (a)          The
Borrower is a corporation duly incorporated and validly existing under the laws
of its jurisdiction of incorporation and has all requisite corporate power and
authority (including all governmental licenses, permits and other approvals
except for such licenses, permits and approvals the absence of which will not
have a Material Adverse Effect) to own its assets and carry on its business as
now conducted and as proposed to be conducted.

     

    (b)         All
of the outstanding stock of the Borrower has been validly issued and is fully
paid and non-assessable.

     

    (c)          The
Borrower is in full compliance with the applicable provisions of the Dutch
Financial Supervision Act.

     

    5.02       Power and Authority;
Enforceable Obligations.

     

    (a)          The
execution, delivery and performance by the Borrower of each Transaction Document
to which it is or will be a party, and the consummation of the transactions
contemplated hereby and thereby, are within the Borrower’s corporate powers and
have been duly authorized by all necessary corporate action.

     

    (b)         This
Agreement and the other Transaction Documents to which the Borrower is a party
have been duly executed and delivered by the Borrower and constitute the legal,
valid and binding obligations of the Borrower enforceable in accordance with
their respective terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally or general equity principles.

     

    5.03       Compliance with Law and
Other Instruments.  The execution, delivery of and performance
under this Agreement and each of the other Transaction Documents to which the
Borrower is a party and the consummation of the transactions herein or therein
contemplated, and compliance with the terms and provisions hereof and thereof,
do not and will not (a) conflict with, or result in a breach or violation of, or
constitute a default under, or result in the creation or imposition of any Lien
upon the assets of the Borrower pursuant to, any Contractual Obligation of the
Borrower or (b) result in any violation of the statuten of the Borrower or
any provision of any Requirement of Law applicable to the Borrower.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    5.04       Consents/Approvals.  No
order, permission, consent, approval, license, authorization, registration or
validation of, or notice to or filing with, or exemption by, any Governmental
Authority or third party is required to authorize, or is required in connection
with, the execution, delivery and performance by the Borrower of this Agreement
and the other Transaction Documents to which the Borrower is a party or the
taking of any action contemplated hereby or by any other Transaction
Document.

     

    5.05       Financial
Information.  The consolidated balance sheet of the Parent and
its Subsidiaries as at December 31, 2007, and the related consolidated
statements of income and cash flows of the Parent and its Subsidiaries for the
fiscal year then ended, accompanied by an opinion of KPMG Cardenas Dosal, S.C.,
independent public accountants, and the consolidated balance sheet of the Parent
and its Subsidiaries as at March 31, 2008, and the related consolidated
statements of income and cash flows of the Parent and its Subsidiaries for the
three (3) months then ended, duly certified by the Responsible Officer of the
Parent, copies of which have been furnished to each Lender, fairly present,
subject, in the case of said balance sheet as at March 31, 2008, and said
statements of income and cash flows for the three (3) months then ended, to
year-end audit adjustments, the consolidated financial condition of the Parent
and its Subsidiaries as at such dates and the consolidated results of the
operations of the Parent and its Subsidiaries for the periods ended on such
dates, all in accordance with Mexican FRS, consistently applied, except as
disclosed in the financial statements for the first quarter of
2008.

     

    5.06       Litigation.  Except
as set forth in Schedule 5.06, there
is no pending or threatened action, suit, investigation, litigation or
proceeding, including any Environmental Action, affecting the Parent or any of
its Subsidiaries before any court, Governmental Authority or arbitrator that (a)
would be reasonably likely to have a Material Adverse Effect or (b) purports to
affect the legality, validity or enforceability of any Transaction Document or
the consummation of the transactions contemplated thereby, and there has been no
adverse change in the status, or financial effect on the Parent or any of its
Subsidiaries, of the litigation described in Schedule
5.06.

     

    5.07       No
Immunity.  The Borrower and the Parent are subject to civil and
commercial law with respect to its obligations under this Agreement and each
other Transaction Document to which it is a party and the execution, delivery
and performance of this Agreement or any such other Transaction Document by the
Borrower and the Parent constitute private and commercial acts rather than
public or governmental acts.  Under the laws of Mexico or The
Netherlands (as applicable), none of the Credit Parties nor any of their
property has any immunity from jurisdiction of any court or any legal process
(whether through service or notice, attachment prior to judgment or attachment
in aid of execution).

     

    5.08       Governmental
Regulations.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    (a)          The
Borrower is not, and is not controlled by, an “investment company” within the
meaning of the United States Investment Company Act of 1940, as amended
or

     

    (b)         The
Borrower is not subject to regulation under the Public Utility Holding Company
Act of 2005, as amended ("PUHCA") that would have the effect of preventing the
execution and performance, or the enforceability, of its obligations under each
Loan Document to which it is a party.

     

    5.09       Direct Obligations; Pari
Passu; Liens.

     

    (a)         (i)
This Agreement constitutes a direct, unconditional unsubordinated and unsecured
obligation of the Borrower, and (ii) the Loans, when made, will constitute
direct, unconditional unsubordinated and unsecured obligations of the
Borrower.

     

    (b)         Any
amounts due and payable by the Borrower with respect to the Loans under this
Agreement rank and will rank in priority of payment at least pari passu with the senior
unsecured Indebtedness of the Borrower.

     

    (c)         There
are no Liens on the property of the Credit Parties or any of their Subsidiaries
other than Permitted Liens.

     

    5.10       Subsidiaries.  As
of March 31, 2008, all Material Subsidiaries are listed on Schedule
5.10.

     

    5.11       Ownership of
Property.  Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, each of the Parent and its
Subsidiaries has title in fee simple to, or a valid leasehold interest in, all
its real property, and good title to, or a valid leasehold interest in, all its
other property, and none of such property is subject to any Lien except
Permitted Liens and (b) each Credit Party maintains insurance with reputable
insurance companies or associations in such amounts and covering such risks as
is usually carried by companies of established reputation or engaged in similar
business and owning similar properties in the same general areas in which such
Credit Party operates.

     

    5.12       No Recordation
Necessary.

     

    (a)          This
Agreement and the Dutch “A” Notes are in proper legal form under the law of
Mexico for the enforcement thereof against the Borrower under the laws of Mexico
or, as the case may be, The Netherlands.  To ensure the legality,
validity, enforceability or admissibility in evidence of this Agreement and each
other Transaction Document in Mexico or, as the case may be, The Netherlands, it
is not necessary that this Agreement or any other Transaction Document be filed
or recorded with any Governmental Authority in Mexico or any Governmental
Authority in The Netherlands or that any stamp or similar tax be paid on or in
respect of this Agreement or any other document to be furnished under this
Agreement, unless such stamp or similar taxes have been paid by the Borrower;
provided, however, that in the
event any legal proceedings 

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    are
brought in the courts of Mexico, an official Spanish translation of the
documents required in such proceedings, including this Agreement, would have to
be approved by the court after the defendant is given an opportunity to be heard
with respect to the accuracy of the translation, and proceedings would
thereafter be based upon the translated documents.

     

    (b)         It
is not necessary (i) in order for the Administrative Agent or any Lender to
enforce any rights or remedies under the Transaction Documents or (ii) solely by
reason of the execution, delivery and performance of this Agreement by the
Administrative Agent or any Lender, that the Administrative Agent or such Lender
be licensed or qualified with any Mexican Governmental Authority or be entitled
to carry on business in Mexico.

     

    5.13       Taxes.

     

    (a)         Each
Credit Party has filed all material tax returns which are required to be filed
by it and has paid all taxes due pursuant to such returns or pursuant to any
material assessment received by the Credit Party, except where the same may be
contested in good faith by appropriate proceedings and as to which such Credit
Party maintains reserves to the extent it is required to do so by law or
pursuant to Applicable GAAP.  The charges, accruals and reserves on
the books of each Credit Party in respect of taxes or other governmental charges
are, in the opinion of the Borrower, adequate.

     

    (b)         Except
for Tax imposed by way of withholding on interest, fees and commissions remitted
from The Netherlands, there is no Tax (other than taxes on, or measured by,
income or profits), levy, impost, deduction, charge or withholding imposed,
levied, charged, assessed or made by or in The Netherlands or any political
subdivision or taxing authority thereof or therein either (i) on or by virtue of
the execution or delivery of this Agreement or any of the other Transaction
Documents or (ii) on any payment to be made by the Borrower pursuant to this
Agreement or any of the other Transaction Documents.

     

    5.14       Compliance with
Laws.  The Credit Parties and their Subsidiaries are in
compliance in all material respects with all applicable Requirements of Law
(including with respect to the licenses, certificates, permits, franchises, and
other governmental authorizations necessary to the ownership of their respective
properties or to the conduct of their respective businesses, antitrust laws or
Environmental Laws and the rules and regulations and laws with respect to social
security, workers’ housing funds, and pension funds obligations), except where
the failure to so comply would not have a Material Adverse Effect.

     

    5.15       Absence of
Default.  No Default or Event of Default has occurred and is
continuing.

     

    5.16       Full
Disclosure.  All information heretofore furnished by the Credit
Parties to the Administrative Agent, the Structuring Agent, the Joint Lead
Arrangers or any Lender for purposes of or in connection with this Agreement or
any transaction 

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    contemplated
hereby (other than projections and other “forward-looking” information that have
been prepared on a reasonable basis and in good faith by the Borrower) is, and
all such information hereafter furnished by the Credit Parties to the
Administrative Agent, the Structuring Agent, the Joint Lead Arrangers or any
Lender will be, true and accurate in all material respects on the date as of
which such information is stated or certified and does not omit to state any
material fact necessary in order to make the statements contained herein or
therein, taken as a whole, not misleading.  The Credit Parties have
disclosed to the Lenders in writing any and all facts which may have a Material
Adverse Effect.

     

    5.17       Choice of Law; Submission to
Jurisdiction and Waiver of Sovereign Immunity.  In any action
or proceeding involving the Borrower arising out of or relating to this
Agreement in any Mexican or Dutch court or tribunal, any Lender, the Structuring
Agent, the Joint Lead Arrangers and the Administrative Agent would be entitled
to the recognition and effectiveness of the choice of law, submission to
jurisdiction and waiver of sovereign immunity provisions of Sections 12.10,
12.11 and 12.13.

     

    5.18       Material
Changes.  There has not occurred any change, event,
circumstance or development that, individually or in the aggregate, has resulted
in, or could reasonably be expected to have a material adverse effect on the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Credit Parties, taken as a whole in each case,
since December 31, 2007.

     

    5.19       Pension and Welfare
Plans.  During the consecutive twelve-month period prior to the
date of the execution and delivery of this Agreement and prior to the date of
the conversion, if any, hereunder, no steps have been taken to terminate any
Pension Plan, and no contribution failure has occurred with respect to any
Pension Plan sufficient to give rise to a Lien under Section 303(k) of
ERISA.  All contributions required to be made under each Benefit Plan,
as of the date hereof, have been timely made and all obligations in respect of
each Benefit Plan have been properly accrued and reflected in the consolidated financial statements of the
Parent and its Subsidiaries.  No condition exists or event or
transaction has occurred with respect to any Pension Plan which would reasonably
be expected to result in the incurrence by any Credit Party, any of its
Subsidiaries, or any its ERISA Affiliates of any material liability (other than
liabilities incurred in the ordinary course of maintaining the Pension Plan),
fine or penalty.  Each Benefit Plan which is subject to ERISA that is
an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA
and that is intended to be qualified under Section 401(a) of the Code, has
received a favorable determination letter from the Internal Revenue Service,
covering all tax law changes prior to the Economic Growth and Tax Relief
Reconciliation Act of 2001 or has applied to the Internal Revenue Service for
such favorable determination letter within the applicable remedial amendment
period under Section 401(b) of the Code, and the Credit Parties, nor any of its
Subsidiaries, are not aware of any circumstances likely to result in revocation
of any such favorable determination letter or the loss of the qualification of
such plan under Section 401(a) of the Code. As of the date hereof, there is no
pending or, to the knowledge of the Credit Parties, nor any of its Subsidiaries,
threatened, litigation relating to the Benefit Plans 

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

    which
would reasonably be expected to have a Material Adverse Effect.  No
Credit Party, nor any of its Subsidiaries, has any contingent liability with
respect to any post-retirement benefit under a Welfare Plan which would
reasonably be expected to have a Material Adverse Effect, other than liability
for continuation coverage described in Part 6 of Title I of ERISA.

     

    5.20       Margin
Regulations.  No part of the proceeds of the Loans hereunder
will be used, directly or indirectly, for the purpose of purchasing or carrying
any “margin stock” within the meaning of Regulation U,  except in
compliance with Regulation U.  If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.  No
indebtedness being reduced or retired out of the proceeds of the Loan hereunder
was or will be incurred for the purpose of purchasing or carrying any margin
stock within the meaning of Regulation U except in compliance with Regulation U
or any “margin security” within the meaning of Regulation T, except in
compliance with Regulation T.  Neither the execution and delivery
hereof by the Borrower, nor the performance by it of any of the transactions
contemplated by this Agreement (including, without limitation, the direct or
indirect use of the proceeds of the Loans) will violate or result in a violation
of the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, or regulations issued pursuant thereto, or Regulation T,
U, or X.

     

    5.21       Dutch Works Council
Act.  The Borrower has not established, is not in the process
of establishing nor has it received a request to establish a works council in
accordance with the provisions of the Dutch Works Council Act (Wet op de
ondernemingsraden).

     

    ARTICLE
VI

    REPRESENTATIONS
AND WARRANTIES OF THE GUARANTORS

     

     
Each of the Guarantors separately represents and warrants that:

     

    6.01       Corporate Existence and
Power.

     

    (a)         Such
Guarantor is a corporation (sociedad anónima de capital variable
or sociedad anónima
bursatil de capital variable) duly incorporated and validly existing
under the laws of Mexico and has all requisite corporate power and authority
(including all governmental licenses, permits and other approvals except for
such licenses, permits and approvals the absence of which will not have a
Material Adverse Effect) to own its assets and carry on its business as now
conducted and as proposed to be conducted.

     

    (b)         All
of the outstanding stock of such Guarantor has been validly issued and is fully
paid and non-assessable.

     

    6.02       Power and Authority;
Enforceable Obligations.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    (a)         The
execution, delivery and performance by such Guarantor of each Transaction
Document to which it is or will be a party, and the consummation of the
transactions contemplated hereby and thereby, are within such Guarantor’s
corporate powers and have been duly authorized by all necessary corporate action
pursuant to the estatutos
sociales or bylaws of such Guarantor.

     

    (b)         This
Agreement and the other Transaction Documents to which such Guarantor is a party
have been duly executed and delivered by such Guarantor and constitute legal,
valid and binding obligations of such Guarantor enforceable in accordance with
their respective terms, except as enforceability may be limited by applicable
concurso mercantil,
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally or general equity principals.

     

    6.03       Compliance with Law and
Other Instruments.  The execution, delivery and performance of
this Agreement and any of the other Transaction Documents to which such
Guarantor is a party and the consummation of the transactions herein or therein
contemplated, and compliance with the terms and provisions hereof and thereof,
do not and will not (a) conflict with, or result in a breach or violation of, or
constitute a default under, or result in the creation or imposition of any Lien
upon the assets of such Guarantor pursuant to, any Contractual Obligation of
such Guarantor or (b) result in any violation of the estatutos sociales or bylaws
of such Guarantor or any provision of any Requirement of Law applicable to such
Guarantor.

     

    6.04       Consents/Approvals.  No
order, permission, consent, approval, license, authorization, registration or
validation of, or notice to or filing with, or exemption by, any Governmental
Authority or third party is required to authorize, or is required in connection
with, the execution, delivery and performance by such Guarantor of this
Agreement and the other Transaction Documents to which such Guarantor is a party
or the taking of any action contemplated hereby or by any other Transaction
Document.

     

    6.05       Litigation; Material Adverse
Effect.  Except as set forth in Schedule 5.06,
there is no pending or threatened action, suit, investigation, litigation or
proceeding, including any Environmental Action, affecting the Parent or any of
its Subsidiaries before any court, Governmental Authority or arbitrator that (a)
would be reasonably likely to have a Material Adverse Effect or (b) purports to
affect the legality, validity or enforceability of any Transaction Document or
the consummation of the transactions contemplated thereby, and there has been no
adverse change in the status, or financial effect on the Parent or any of its
Subsidiaries, of the litigation described in Schedule
5.06.

     

    6.06       No
Immunity.  Such Guarantor is subject to civil and commercial
law with respect to its obligations under this Agreement and each other
Transaction Document to which it is a party and the execution, delivery and
performance of this Agreement or any such other Transaction Document by such
Guarantor constitute private and commercial acts rather than public or
governmental acts.  Under the laws of Mexico, neither such Guarantor
nor any of its property has any immunity from jurisdiction of any court or any


     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    legal
process (whether through service or notice, attachment prior to judgment or
attachment in aid of execution).

     

    6.07       Governmental
Regulations.

     

    (a)         Such
Guarantor is not, and is not controlled by, an “investment company” within the
meaning of the United States Investment Company Act of 1940, as amended;
or

     

    (b)         Such
Guarantor is not subject to regulation under the Public Utility Holding Company
Act of 2005, as amended ("PUHCA") that would have the effect of preventing the
execution and performance, or the enforceability, of its obligations under each
Loan Document to which it is a party.

     

    6.08       Direct Obligations; Pari
Passu.

     

    (a)         This
Agreement constitutes a direct, unconditional unsubordinated and unsecured
obligation of such Guarantor.

     

    (b)         Any
amounts due and payable by the Guarantor under this Agreement rank and will rank
in priority of payment at least pari passu with the senior
unsecured Debt of such Guarantor.

     

    6.09       No Recordation
Necessary.  This Agreement is in proper legal form under the
law of Mexico for the enforcement thereof against such Guarantor under the law
of Mexico.  To ensure the legality, validity, enforceability or
admissibility in evidence of this Agreement and each other Transaction Document
in Mexico, it is not necessary that this Agreement or any other Transaction
Document be filed or recorded with any Governmental Authority in Mexico or that
any stamp or similar tax be paid on or in respect of this Agreement or any other
document to be furnished under this Agreement unless such stamp or similar taxes
have been paid by a Credit Party; provided, however, that in the
event any legal proceedings are brought in the courts of Mexico, an official
Spanish translation of the documents required in such proceedings, including
this Agreement, would have to be approved by the court after the defendant is
given an opportunity to be heard with respect to the accuracy of the
translation, and proceedings would thereafter be based upon the translated
documents.

     

    6.10       Choice of Law; Submission to
Jurisdiction and Waiver of Sovereign Immunity.  In any action
or proceeding involving such Guarantor arising out of or relating to this
Agreement in any Mexican court or tribunal, the Lenders, the Structuring Agent,
the Joint Lead Arrangers and the Administrative Agent would be entitled to the
recognition and effectiveness of the choice of law, appointment of process
agent, submission to jurisdiction and waiver of sovereign immunity provisions of
Sections 12.10,
12.11, 12.12 and 12.13.

     

    6.11       Liens.  There
are no Liens on the property of the Parent or any of its Subsidiaries other than
Permitted Liens.

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    6.12       Ownership of
Property.  a) Except as, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect, each of the Parent and its
Subsidiaries has title in fee simple to, or a valid leasehold interest in, all
its real property, and good title to, or a valid leasehold interest in, all its
other property and b) each Credit Party maintains insurance with reputable
insurance companies or associations in such amounts and covering such risks as
is usually carried by companies of established reputation or engaged in similar
business and owning similar properties in the same general areas in which such
Credit Party operates.

     

    6.13       No Material
Change.  There has not occurred any change, event, circumstance
or development that, individually or in the aggregate, has resulted in, or could
reasonably be expected to have a material adverse effect on the business,
condition (financial or otherwise), operations, performance, properties or
prospects of the Credit Parties, taken as a whole in each case, since December
31, 2007.

     

    6.14       Financial
Information.  The consolidated balance sheet of the Parent and
its Subsidiaries as at December 31, 2007, and the related consolidated
statements of income and cash flows of the Parent and its Subsidiaries for the
fiscal year then ended, accompanied by an opinion of KPMG Cardenas Dosal, S.C.,
independent public accountants, and the consolidated balance sheet of the Parent
and its Subsidiaries as at March 31, 2008, and the related consolidated
statements of income and cash flows of the Parent and its Subsidiaries for the
three (3) months then ended, duly certified by the Responsible Officer of the
Parent, copies of which have been furnished to each Lender, fairly present,
subject, in the case of said balance sheet as at March 31, 2008, and said
statements of income and cash flows for the three (3) months then ended, to
year-end audit adjustments, the consolidated financial condition of the Parent
and its Subsidiaries as at such dates and the consolidated results of the
operations of the Parent and its Subsidiaries for the periods ended on such
dates, all in accordance with Mexican FRS, consistently applied, except as
disclosed in the financial statements for the first quarter of
2008.

     

    6.15       Absence of
Default.  No Default or Event of Default has occurred and is
continuing.

     

    6.16       Full
Disclosure.  All information heretofore furnished by the Credit
Parties to the Administrative Agent, the Structuring Agent, the Joint Lead
Arrangers or any Lender for purposes of or in connection with this Agreement or
any transaction contemplated hereby (other than projections and other
“forward-looking” information that have been prepared on a reasonable basis and
in good faith by the Borrower) is, and all such information hereafter furnished
by the Credit Parties to the Administrative Agent, the Structuring Agent, the
Joint Lead Arrangers or any Lender will be, true and accurate in all material
respects on the date as of which such information is stated or certified and
does not omit to state any material fact necessary in order to make the
statements contained herein or therein, taken as a whole, not
misleading.  The Credit Parties have disclosed to the Lenders in
writing any and all facts which may have a Material Adverse Effect.

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

    6.17       Taxes.

     

    (a)         Each
Credit Party has filed all material tax returns which are required to be filed
by it and has paid all taxes due pursuant to such returns or pursuant to any
material assessment received by the Credit Party, except where the same may be
contested in good faith by appropriate proceedings and as to which such Credit
Party maintains reserves to the extent it is required to do so by law or
pursuant to Applicable GAAP.  The charges, accruals and reserves on
the books of each Credit Party in respect of taxes or other governmental charges
are, in the opinion of the Borrower, adequate.

     

    (b)         Except
for Tax imposed by way of withholding on interest, fees and commissions remitted
from The Netherlands, there is no Tax (other than taxes on, or measured by,
income or profits), levy, impost, deduction, charge or withholding imposed,
levied, charged, assessed or made by or in The Netherlands or any political
subdivision or taxing authority thereof or therein either (i) on or by virtue of
the execution or delivery of this Agreement or any of the other Transaction
Documents or (ii) on any payment to be made by the Borrower pursuant to this
Agreement or any of the other Transaction Documents.

     

    ARTICLE
VII

    COVENANTS
APPLICABLE TO THE LOANS

     

     
Each Credit Party covenants and agrees for the benefit of the Lenders that until
all Obligations owed to the Lenders are paid in full, it will, unless waived in
writing by the Required Lenders pursuant to the provisions set forth in Section
12.02:

     

    7.01       Payment of Contractual
Obligations.  Each Credit Party shall duly and punctually pay
the principal of and interest (together with any additional amounts payable
thereon) on the Loans in accordance with the terms of this Agreement and the
other Transaction Documents.  The Guarantors jointly and severally
covenant that they will, as and when any amounts are due on the Loans hereunder
or under any Dutch “A” Notes, duly and punctually pay such amounts in accordance
with the terms of this Agreement.

     

    7.02       Qualifying Equity
Security.  Each Credit Party shall apply an amount equal to the
net proceeds from the issuance of any Qualifying Equity Security, by the Parent
or any of the Parent’s Subsidiaries, other than Exempt Issuances, to prepay the
Loans and the Dutch “B” Loans on a pro rata basis on the Interest Payment Date
immediately following such issuance.

     

    7.03       Corporate
Existence.  Each Credit Party shall, and shall cause each of
its Subsidiaries to, at all times continue to engage in business of the same
general type as now conducted by such Credit Party and will preserve and
maintain, and cause each of its Material Subsidiaries to preserve and maintain
its corporate existence, rights (charter and statutory), licenses, consents,
permits, notices or approvals and franchises deemed material to its business;
provided that
no Credit Party nor any of their Subsidiaries shall be required to maintain its
corporate existence in connection with a merger or consolidation in compliance
with Section 7.08;
and provided,
further, that
no Credit Party 

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

     

    nor
any of their Subsidiaries shall be required to preserve any right or franchise
if such Credit Party or any such Subsidiary shall in its good faith judgment,
determine that the preservation thereof is no longer in the best interests of
such Credit Party or such Subsidiary, as the case may be, and that the loss
thereof could not reasonably be expected to have a Material Adverse
Effect.

     

    7.04       Financial Reports and Other
Information.

     

    (a)         The
Parent shall deliver to the Administrative Agent

     

    (i)           as
soon as available, but in any event within one hundred twenty days (120) after
the end of each Fiscal Year of the Parent, a copy of the annual audit report for
such year for the Parent and its Subsidiaries containing consolidated and
consolidating balance sheets of the Parent and its Subsidiaries, as of the end
of such fiscal year and consolidated statements of income and cash flows of the
Parent and its Subsidiaries, for such fiscal year, in each case accompanied by
an opinion acceptable to the Required Lenders by KPMG Cardenas Dosal, S.C. or
other independent public accountants of recognized standing acceptable to the
Required Lenders, together with a certificate of a Responsible Officer of the
Parent, stating that no Default or Event of Default has occurred and is
continuing or, if a Default or Event of Default has occurred and is continuing,
a statement as to the nature thereof and the action that the Credit Parties have
taken and proposes to take with respect thereto; provided that in the
event of any change in the Applicable GAAP used in the preparation of such
financial statements, the Parent shall also provide, for informational purposes
only, a statement of reconciliation conforming such financial statements to
Applicable GAAP consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(b) of
the Dutch Loan “A” Agreement and provided further that all such
documents will be prepared in English; and

     

    (ii)          soon
as available and in any event within sixty (60) days after the end of each of
the first three quarters of each fiscal year of the Parent, consolidated balance
sheets of the Parent and its Subsidiaries, as of the end of such quarter and
consolidated statements of income and cash flows of the Parent and its
Subsidiaries for the period commencing at the end of the previous fiscal year
and ending with the end of such quarter, duly certified (subject to year-end
audit adjustments) by any Responsible Officer of the Parent as having been
prepared in accordance with Applicable GAAP and together with a certificate of a
Responsible Officer of the Parent, as to compliance with the terms of this
Agreement and stating that no Default or Event of Default has occurred and is
continuing or, if a Default or Event of Default has occurred and is continuing,
a statement as to the nature thereof and the action that the Parent has taken
and proposes to take with respect thereto; provided that in the
event of any change in the Applicable GAAP used in the preparation of such
financial statements, the Parent shall also provide, for informational purposes
only, a statement of reconciliation conforming such financial statements to
Applicable GAAP 

     

    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    

     

    consistent
with those applied in the preparation of the financial statements referred to in
Section 4.01(b)
of the Dutch Loan “A” Agreement and provided further that all such
documents will be prepared in English.

     

    (iii)         Each
of the Borrower and CEMEX Mexico shall deliver to the Administrative Agent as
soon as available, but in any event within one hundred eighty-three days (183)
after the end of each Fiscal Year of such entity, the audited unconsolidated
financial statements of such entity as of the end of such Fiscal
Year.

     

    (b)         At
all times when the Parent is required to file any financial statements, reports
or proxy statements with the U.S. Securities and Exchange Commission (the “Commission”), the
Parent shall use its best efforts to file all required statements or reports in
a timely manner in accordance with the rules and regulations of the
Commission.

     

    (c)         In
addition to the information required to be provided under Section 7.04(a),
the Parent shall deliver to the Administrative Agent (with a copy for each
Lender), promptly upon the mailing thereof to the shareholders of the Parent
copies of all financial statements, reports and proxy statements so
mailed.

     

    7.05       Notice of Default and
Litigation.  The Credit Parties shall furnish to the
Administrative Agent (and the Administrative Agent will notify each
Lender):

     

    (a)         as
soon as practicable and in any event within five (5) days after the occurrence
of each Default or Event of Default continuing on the date of such statement, a
statement of the Responsible Officer of any Credit Party setting forth details
of such Default or Event of Default and the action that the Borrower has taken
and proposes to take with respect thereto;

     

    (b)         as
soon as practicable and in any event at least five (5) Business Days prior to
each Extension Date, a statement of the Responsible Officer of any Credit Party
that no Event of Default has occurred or is continuing; and

     

    (c)         promptly
after any Credit Party becomes aware or obtains knowledge of the commencement
thereof, notice of all litigation, actions, investigations and proceedings
before any court, Governmental Authority or arbitrator affecting the Credit
Parties or any of their Subsidiaries of the type described in Section 5.06 or the
receipt of written notice by the Credit Parties or any of their Subsidiaries of
potential liability or responsibility for violation, or alleged violation of any
federal, state or local law, rule or regulation (including but not limited to
Environmental Laws) the violation of which could reasonably be expected to have
a Material Adverse Effect.

     

    7.06       Liens.  The
Parent shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume or permit to exist any Lien on or with respect
to any property or asset of the Parent or any Subsidiary, whether now owned or
held or hereafter acquired, other than the following Liens (“Permitted
Liens”):

     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

     

    (a)         Liens
for taxes, assessments and other governmental charges the payment of which is
being contested in good faith by appropriate proceedings promptly initiated and
diligently conducted and for which adequate reserves or other appropriate
provision, if any, as shall be required by Applicable GAAP shall have been
made;

     

    (b)         statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics and
materialmen incurred in the ordinary course of business for sums not yet due or
the payment of which is being contested in good faith by appropriate proceedings
promptly initiated and diligently conducted and for which such reserves or other
appropriate provision, if any, as shall be required by Applicable GAAP shall
have been made;

     

    (c)         Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security;

     

    (d)         any
attachment or judgment Lien, unless the judgment it secures shall not, within
sixty (60) days after the entry thereof, have been discharged or execution
thereof stayed pending appeal, or shall not have been discharged within sixty
(60) days after the expiration of any such stay;

     

    (e)         Liens
existing on the date of this Agreement and liens existing as of March 31, 2008
that are described in Schedule 7.06(e)
hereto;

     

    (f)          any
Lien on property acquired by the Parent after the date hereof that was existing
on the date of acquisition of such property; provided that such
Lien was not incurred in anticipation of such acquisition, and any Lien created
to secure all or any part of the purchase price, or to secure Debt incurred or
assumed to pay all or any part of the purchase price, of property acquired by
the Parent or any of its Subsidiaries after the date hereof; provided, further, that (A) any
such Lien permitted pursuant to this clause (f) shall be
confined solely to the item or items of property so acquired (including, in the
case of any Acquisition of a corporation through the acquisition of 51% or more
of the voting stock of such corporation, the stock and assets of any Acquired
Subsidiary or Acquiring Subsidiary) and, if required by the terms of the
instrument originally creating such Lien, other property which is an improvement
to, or is acquired for specific use with, such acquired property; and (B) if
applicable, any such Lien shall be created within nine (9) months after, in the
case of property, its acquisition, or, in the case of improvements, their
completion;

     

    (g)         any
Lien renewing, extending or refunding any Lien permitted by clause (f)
above; provided
that the principal amount of Debt secured by such Lien immediately prior thereto
is not increased or the maturity thereof reduced and such Lien is not extended
to other property;

     

    (h)         any
Liens created on shares of Capital Stock of the Parent or any of its
Subsidiaries solely as a result of the deposit or transfer of such shares into a
trust or a special purpose vehicle (including any entity with legal personality)
of which such shares 

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

     

    constitute
the sole assets; provided that any
shares of Subsidiary stock held in such trust, corporation or entity could be
sold by the Parent; and provided, further, that such
Liens may not secure Debt of the Parent or any Subsidiary (unless permitted
under another clause of this Section
7.06);

     

    (i)          any
Liens on securities securing repurchase obligations in respect of such
securities;

     

    (j)          any
Liens in respect of any Qualified Receivables Transaction;

     

    (k)         in
addition to the Liens permitted by the foregoing clauses (a) through
(j), Liens
securing Debt of the Parent and its Subsidiaries (taken as a whole) not in
excess of 5% of the Adjusted Consolidated Net Tangible Assets of the Parent and
its Subsidiaries; and

     

    (l)          any
Liens on “margin stock” purchased with the proceeds of the Loans within the
meaning of Regulation U, if and to the extent the value of all “margin stock” of
the Parent and its Subsidiaries exceeds 25% of the value of the total assets of
the Parent and its Subsidiaries;

     

    unless,
in each case, the Parent has made or caused to be made effective provision
whereby the Obligations hereunder are secured equally and ratably with, or prior
to, the Debt secured by such Liens (other than Permitted Liens) for so long as
such Debt is so secured.

     

    7.07       Restricted
Payments.  If there are any Deferred Amounts outstanding, none
of the Parent or any of the Parent’s Subsidiaries will make any of the following
payments (each a “Restricted
Payment”):

     

    (a)         declare
or pay any dividends, make any distributions or pay any interest on any
Qualifying Equity Security; or

     

    (b)         repurchase,
redeem or otherwise reacquire any Qualifying Equity Security, other than
repurchases, redemptions or reacquisitions (i) the sole consideration for
which was the payment of common stock of the Parent (or rights to acquire common
stock of the Parent), or (ii) in connection with the satisfaction of
obligations under any existing or future benefit plan for directors, officers or
employees.

     

     
If the Credit Parties, or any of their Subsidiaries makes any Restricted
Payments when there are any Deferred Amounts outstanding, the Borrower shall
concurrently pay in full all Deferred Amounts then outstanding, together with
all interest and fees thereon.

     

    7.08       Consolidations and
Mergers.  None of the Credit Parties shall, in one or more related
transactions, (x) consolidate with or merge into any other Person or permit any
other Person to merge into it or (y) directly or indirectly, transfer, convey,
sell, lease or otherwise dispose of all or substantially all of its properties
or assets to any Person, 

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

     

    unless,
with respect to any transaction described in clause (x) or (y), immediately
after giving effect to such transaction:

     

    (a)     
    the Person formed by any such consolidation or merger,
if it is not the Borrower or such Guarantor, or the Person that acquires by
transfer, conveyance, sale, lease or other disposition all or substantially all
of the properties and assets of the Borrower or such Guarantor (any such Person,
a “Successor”)
(i) shall be a corporation organized and validly existing under the laws of
its place of incorporation, which in the case of a Successor to the Borrower
shall be Mexico, the United States, Canada, France, Belgium, Germany, Italy,
Luxembourg, The Netherlands, Portugal, Spain, Switzerland or the United Kingdom,
or any political subdivision thereof, (ii) in the case of a Successor to
the Borrower, shall expressly assume, pursuant to a written agreement in form
and substance satisfactory to the Required Lenders, the Obligations with respect
to the Loans of the Borrower pursuant to this Agreement and the performance of
every covenant on part of the Credit Parties to be performed and observed and
(iii) in the case of a Successor to any Guarantor, shall expressly assume,
pursuant to a written agreement in form and substance satisfactory to the
Required Lenders, the performance of every covenant of this Agreement applicable
to the Loans on part of such Guarantor to be performed and
observed;

     

    (b)         in
the case of any such transaction involving the Borrower or any Guarantor, the
Borrower or such Guarantor, or the Successor of any thereof, as the case may be,
shall expressly agree to indemnify each Lender and the Administrative Agent
against any tax, levy, assessment or governmental charge payable by withholding
or deduction thereafter imposed on such Lender and/or the Administrative Agent
solely as a consequence of such transaction with respect to payments under the
Transaction Documents;

     

    (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, no
Default or Event of Default shall have occurred and be continuing;
and

     

    (d)           the
Borrower shall have delivered to the Administrative Agent an officer’s
certificate and an opinion of counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a written agreement is required in
connection with such transaction, such written agreement comply with the
relevant provisions of this Article VII and that
all conditions precedent provided for in this Agreement relating to such
transaction have been complied with.

     

    7.09       Use of
Proceeds.  Each of the Credit Parties will use the net (after
payment of fees and expenses due in connection with the Loans) proceeds of the
Loans to repay existing debt of the Parent and to make intercompany loans solely
for the purposes of 

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

    repaying
existing senior debt of the Parent and/or the Borrower or any of the Parent’s
consolidated Subsidiaries.

     

    7.10       Waiver of
Immunities.  To the extent that any Credit Party may in any
jurisdiction claim for itself or its assets immunity from a suit, execution,
attachment, whether in aid or execution, before judgment or otherwise, or other
legal process in connection with this Agreement and the Dutch “A” Notes and to
the extent that in any jurisdiction there may be immunity attributed to any
Credit Party or any Credit Party’s assets whether or not claimed, the Credit
Parties have irrevocably agreed for the benefit of the Lender not to claim, and
irrevocably waive, the immunity to the full extent permitted by
law.

     

    7.11       Additional
Covenants.  So long as any of the Obligations remain
outstanding, each Credit Party shall not, without the prior written consent of
the Administrative Agent (acting with the consent of the Required Lenders),
commence or join with any other Person in commencing any bankruptcy,
liquidation, reorganization or insolvency
proceedings of, or against, the other Credit Parties.

     

    7.12       General.  Each
Credit Party shall:

     

    (a)     
    keep, and cause each of its Subsidiaries to keep, proper
books of record and account, in which full and correct entries shall be made of
all financial transactions and the assets and business of such Credit Party and
each such Subsidiary in accordance with Applicable GAAP;

     

    (b)         maintain
and preserve, and cause each of its Subsidiaries to maintain and preserve, all
of its properties that are used or useful in the conduct of its business in good
working order and condition, ordinary wear and tear excepted;

     

    (c)         maintain,
preserve and protect all intellectual property and all necessary governmental
and third party approvals, franchises, licenses and permits, material to the
business of such Credit Party, provided neither
paragraph (b)
nor this paragraph
(c) shall prevent such Credit Party or any of its Subsidiaries from
discontinuing the operation and maintenance of any of its properties or allowing
to lapse certain approvals, licenses or permits which discontinuance is
desirable in the conduct of its business and which discontinuance could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect;

     

    (d)         comply,
and cause each of its Subsidiaries to comply, in all material respects, with all
applicable Requirements of Law (including with respect to the licenses,
approvals, certificates, permits, franchises, notices, registrations and other
governmental authorizations necessary to the ownership of its respective
properties or to the conduct of its respective business, antitrust laws or
Environmental Laws and laws with respect to social security and pension funds
obligations) and all material Contractual Obligations, except where the failure
to so comply could not reasonably be expected to have a Material Adverse
Effect;

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    (e)         at
any reasonable time during normal business hours and from time to time with at
least ten (10) Business Days prior notice, or at any time if a Default or Event
of Default shall have occurred and be continuing, permit the Administrative
Agent or any of the Lenders or any agents or representatives thereof to examine
and make abstracts from the individual and consolidated records and books of
account of, and visit the properties of, discuss the individual and consolidated
affairs, finances and accounts, of such Credit Party with any of its officers or
directors and with its independent certified public accountants.  All
expenses associated with such inspection shall be borne by the inspecting
Lenders; provided that if a
Default or an Event of Default shall have occurred and be continuing, any
expenses associated with such inspection shall be borne jointly and severally by
Credit Parties; and

     

    (f)           none
of the Credit Parties shall use any part of the proceeds of the Loans for any
purpose that would result in any violation (whether by any of the Credit
Parties, the Administrative Agent or the Lenders) of Regulation T, U or X of the
Federal Reserve Board or to extend credit to others for any such
purpose.  None of the Credit Parties shall engage in, or maintain as
one of its important activities, the business of extending credit for the
purpose of purchasing or carrying any margin stock (as defined in such
regulations).

     

    7.13       Ownership of CEMEX Spain
Shares.  The Parent shall not:

     

    (a)         at
any time own (directly or indirectly) less than 80% of the voting and equity
ownership interest in CEMEX Spain; and

     

    (b)         create
any Lien on the common stock of CEMEX Spain; provided, however, that the
Parent may create Liens on the common stock of CEMEX Spain directly or
indirectly owned by the Parent in excess of the 80% threshold referred to in
clause (a).

     

    7.14       Additional
Guarantor.  Except as set forth below,  none of the
Credit Parties shall, nor shall they permit any of their Subsidiaries, other
than CEMEX Spain and any of its Subsidiaries, to (i) enter into a new Comparable
Debt Facility in which its obligations for borrowed money are guaranteed by an
entity that is not a Credit Party or any of their Subsidiaries other than CEMEX
Spain and any of its Subsidiaries, or (ii) agree to an amendment to add a
guarantor that is not a Credit Party or any of their Subsidiaries other than
CEMEX Spain and any of its Subsidiaries of its obligations for borrowed money in
an existing Comparable Debt Facility, in each case, without the approval of the
Required Lenders. For the avoidance of doubt, and without limitation, the
following transactions shall not be subject to the provisions
hereof:

     

    (a)         financings
involving Empresas Tolteca de México, S.A. de C.V. with respect to any domestic
issuance of Certificados
Bursátiles;

     

    (b)         any
letters of credit, leases entered into in the ordinary course of business,
Derivatives, financings with Export Credit Agencies or receivables
financings;

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

     

    (c)         any
intercompany transaction;

     

    (d)         any
additional guarantors resulting from or in connection with a merger,
consolidation or similar transaction; and

     

    (e)         any
agreements existing on the Closing Date and, with respect to any Comparable Debt
Facility, listed on Schedule 7.14(e) and refinancings or rollovers of amounts
due thereunder.

     

    7.15       CEMEX Spain Liens.
 None of the Credit
Parties shall, nor shall they permit any of their Subsidiaries, other than CEMEX
Spain and its Subsidiaries, to (i) enter into a new senior Debt financing
secured by a Lien on the productive assets directly owned by CEMEX Spain or its Subsidiaries or (ii)
amend any existing Debt financing to add a Lien on the productive assets
directly owned by CEMEX Spain or
its Subsidiaries, in each case except for Permitted Liens.

     

    7.16       No Conflict with
Loans.  None of the Credit Parties shall, nor shall they permit
any of their Subsidiaries, other than CEMEX Spain and its Subsidiaries, to enter
into any Debt agreement:

     

    (a)         restricting
the ability of a Credit Party to repay or prepay all or any portion of the
Loans;

     

    (b)         restricting
the ability of the Borrower to convert all or any portion of the Loans into
Maturity Loans; or

     

    (c)         requiring
such Credit Party or any of its Subsidiaries (other than CEMEX Spain and its
Subsidiaries) to prepay any senior unsecured Debt (other than the Loans) of such
Credit Party or any of its Subsidiaries (other than CEMEX Spain and its
Subsidiaries) with the net proceeds from asset sales, a redirection of cash
flows or a recapture of cash flows of any Credit Party or any of its Subsidiaries (other than
CEMEX Spain and its Subsidiaries).  For the avoidance of doubt and
without limitation, this clause (c) shall not
apply to any prepayment obligations: (i) in connection with any liquidation or
termination of any Derivatives, (ii) any financing agreements of CEMEX Spain or
any of its Subsidiaries, or (iii) contained in letters of credit, leases entered
into in the ordinary course of business, financings with Export Credit Agencies
or receivables financings.

     

    7.17       Issuance of New
Notes.  If, on
June 30, 2010, any Loans are outstanding, any Lender shall have the right on
such date to request that the Borrower issue new notes in exchange for such
Lender’s Dutch “A” Note in accordance with the United States federal and state
securities laws in a manner that will result in the exchange and any resale
of the exchanged notes being exempt from registration under United States
federal and state securities laws and the new notes being  (i)
eligible for resale under Regulation S under the United States Securities Act
of 1933, as amended, (ii) in an amount equal to the amount outstanding on such
Lender’s Dutch “A” Note, and (iii) with identical economic terms and conditions
to the Dutch “A” Notes, including but not limited to all adjustments to the
Applicable Margin, and any customary legal opinions and other


     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

     

    certifications reasonably requested by
the Administrative Agent.  The Borrower shall use commercially
reasonable best effort to cause such notes to be issued and listed on the Irish
Stock Exchange by December 31, 2010. Upon issuance of such new notes in exchange
for Dutch “A” Notes, the
applicable Dutch “A”
Note(s) shall be deemed to have been paid in full.

     

    7.18       Pari Passu
Ranking.

     

    (a)         Each
Credit Party will ensure at all times that amounts due and payable by such
Credit Party with respect to the Loans under the Transaction Documents
constitute unconditional general obligations of such Credit Party ranking pari
passu with the senior unsecured unsubordinated Debt of such Credit
Party;

     

    (b)         The
Parent will disclose in the press release issued in connection with its June 30,
2008 quarterly financial results (i) that the Credit Parties entered into two
identical senior unsecured US$525 million facilities, (ii) that the amounts due
and payable by each Credit Party under such facilities will rank pari-passu upon
liquidation with senior unsecured debt of such Credit Party and (iii) a general
description of such facilities; and

     

    (c)         The
Parent will use its reasonable best efforts to provide in its audited
consolidated annual financial statements similar disclosure with respect to the
Loans as the Parent provides with respect to the C8 Notes and the C10
Notes.

     

    ARTICLE
VIII

    OBLIGATIONS
OF GUARANTORS

     

    8.01       The
Guaranty.  Each of the Guarantors jointly and severally hereby
unconditionally and irrevocably guarantee (as a primary obligor and not merely
as surety) payment in full as provided herein of all Obligations payable by the
Borrower to each Lender, the Administrative Agent, the Structuring Agent and the
Joint Lead Arrangers under this Agreement and the other Transaction Documents
and the Fee Letters, as and when such amounts become payable (whether at stated
maturity, by acceleration or otherwise).

     

    8.02       Nature of
Liability.  The obligations of the Guarantors hereunder are
guarantees of payment and shall remain in full force and effect until all
Obligations of the Borrower have been validly, finally and irrevocably paid in
full and all Commitments have been terminated, and shall not be affected in any
way by the absence of any action to obtain such amounts from the Borrower or by
any variation, extension, waiver, compromise or release of any or all
Obligations from time to time therefor.  Each Guarantor waives all
requirements as to promptness, diligence, presentment, demand for payment,
protest and notice of any kind with respect to this Agreement and the other
Transaction Documents.

     

    8.03       Unconditional
Obligations.  Notwithstanding any contrary principles under the
laws of any jurisdiction other than the State of New York, the obligations of


     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

     

    each
of the Guarantors hereunder shall be unconditional, irrevocable and absolute
and, without limiting the generality of the foregoing, shall not be impaired,
terminated, released, discharged or otherwise affected by the
following:

     

    (a)         the
existence of any claim, set-off or other right which either of the Guarantors
may have at any time against the Borrower, the Administrative Agent, any Lenders
or any other Person, whether in connection with this transaction or with any
unrelated transaction;

     

    (b)         any
invalidity or unenforceability of this Agreement or any other Transaction
Document relating to or against the Borrower or either of the Guarantors for any
reason;

     

    (c)         any
provision of applicable law or regulation purporting to prohibit the payment by
the Borrower of any amount payable by the Borrower under this Agreement or any
of the other Transaction Documents or the payment, observance, fulfillment or
performance of any other Obligations;

     

    (d)         any
change in the name, purposes, business, Capital Stock (including the ownership
thereof) or constitution of the Borrower;

     

    (e)         any
amendment, waiver or modification of any Transaction Document in accordance with
the terms hereof and thereof; or

     

    (f)          any
other act or omission to act or delay of any kind by the Borrower, the
Administrative Agent, the Lenders or any other Person or any other circumstance
whatsoever which might otherwise constitute a legal or equitable discharge of or
defense to either of the Guarantors’ obligations hereunder.

     

    8.04       Independent
Obligation.  The obligations of each of the Guarantors
hereunder are independent of the Borrower’s obligations under the Transaction
Documents and of any guaranty or security that may be obtained for the
Obligations.  The Administrative Agent and the Lenders may neglect or
forbear to enforce payment hereunder, under any Transaction Document or under
any guaranty or security, without in any way affecting or impairing the
liability of each Guarantor hereunder.  The Administrative Agent or
the Lenders shall not be obligated to exhaust recourse or take any other action
against the Borrower or under any agreement to purchase or security which the
Administrative Agent or the Lenders may hold before being entitled to payment
from the Guarantors of the obligations hereunder or proceed against or have
resort to any balance of any deposit account or credit on the books of the
Administrative Agent or the Lenders in favor of the Borrower or each of the
Guarantors.  Without limiting the generality of the foregoing, the
Administrative Agent or the Lenders shall have the right to bring suit directly
against either of the Guarantors, either prior or subsequent to or concurrently
with any lawsuit against, or without bringing suit against, the Borrower and/or
the other Guarantor.

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

     

    8.05       Waiver of
Notices.  Each of the Guarantors hereby waives notice of
acceptance of this Article VIII and
notice of any liability to which it may apply, and waives presentment, demand
for payment, protest, notice of dishonor or nonpayment of any such liability,
suit or the taking of other action by the Administrative Agent or the Lenders
against, and any other notice, to the Guarantors.

     

    8.06       Waiver of
Defenses.  To the extent permitted by New York law and
notwithstanding any contrary principles under the laws of any other
jurisdiction, each of the Guarantors hereby waives any and all defenses to which
it may be entitled, whether at common law, in equity or by statute which limits
the liability of, or exonerates, guarantors or which may conflict with the terms
of this Article VIII,
including failure of consideration, breach of warranty, statute of frauds,
merger or consolidation of the Borrower, prior notice to the Borrower, that the
Borrower’s assets are used to repay the Loans first, that the liability of the
Guarantors be split, statute of limitations, accord and satisfaction and
usury.  Without limiting the generality of the foregoing, each of the
Guarantors consents that, without notice to such Guarantor and without the
necessity for any additional endorsement or consent by such Guarantor, and
without impairing or affecting in any way the liability of such Guarantor
hereunder, the Administrative Agent and the Lenders may at any time and from
time to time, upon or without any terms or conditions and in whole or in part,
(a) change the manner, place or terms of payment of, and/or change or extend the
time or payment of, renew or alter, any of the Obligations, any security
therefor, or any liability incurred directly or indirectly in respect thereof,
and this Article VIII
shall apply to the Obligations as so changed, extended, renewed or altered; (b)
exercise or refrain from exercising any right against the Borrower or others
(including the Guarantors) or otherwise act or refrain from acting; (c) settle
or compromise any of the Obligations, any security therefor or any liability
(including any of those hereunder) incurred directly or indirectly in respect
thereof or hereof, and may subordinate the payment of all or any part thereof to
the payment of any such liability (whether due or not) of the Borrower to
creditors of the Borrower other than the Administrative Agent and the Lenders
and the Guarantors; (d) apply any sums by whomsoever paid or howsoever realized,
other than payments of the Guarantors of the Obligations, to any liability or
liabilities of the Borrower under the Transaction Documents or any instruments
or agreements referred to herein or therein, to the Administrative Agent and the
Lenders regardless of which of such liability or liabilities of the Borrower
under the Transaction Documents or any instruments or agreements referred to
herein or therein remain unpaid; (e) consent to or waive any breach of, or
any act, omission or default under the Obligations or any of the instruments or
agreements referred to in this Agreement and the other Transaction Documents, or
otherwise amend, modify or supplement the Obligations or any of such instruments
or agreements, including the Transaction Documents; and/or (f) request or accept
other support of the Obligations or take and hold any security for the payment
of the Obligations or the obligations of the Guarantors under this Article VIII, or
allow the release, impairment, surrender, exchange, substitution, compromise,
settlement, rescission or subordination thereof.

     

    8.07       Bankruptcy and Related
Matters.

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

    (a)         So
long as any of the Obligations remain outstanding, each Credit Party shall not,
without the prior written consent of the Administrative Agent (acting with the
consent of the Required Lenders), commence or join with any other Person in
commencing any bankruptcy, liquidation, reorganization or insolvency
proceedings of, or against, the Borrower.

     

    (b)         If
acceleration of the time for payment of any amount payable by the Borrower under
this Agreement or the Dutch “A” Notes is stayed upon the insolvency, bankruptcy,
reorganization or
any similar event of the Borrower or otherwise, all such amounts otherwise
subject to acceleration under the terms of this Agreement shall nonetheless be
payable by the Guarantors hereunder forthwith on demand by the Administrative
Agent made at the request of the Lenders.

     

    (c)         The
obligations of each of the Guarantors under this Article VIII
shall not be reduced, limited, impaired, discharged, deferred, suspended or
terminated by any proceeding or action, voluntary or involuntary, involving the
bankruptcy, insolvency, receivership, reorganization, marshalling of assets,
assignment for the benefit of creditors, readjustment, liquidation or
arrangement of the Borrower or similar proceedings or actions or by any defense
which the Borrower may have by reason of the order, decree or decision of any
court or administrative body resulting from any such proceeding or
action.  Without limiting the generality of the foregoing, the
Guarantors’ liability shall extend to all amounts and obligations that
constitute the Obligations and would be owed by the Borrower but for the fact
that they are unenforceable or not allowable due to the existence of any such
proceeding or action.

     

    (d)         Each
of the Guarantors acknowledges and agrees that any interest on any portion of
the Obligations which accrues after the commencement of any proceeding or action
referred to above in Section 8.07(c)
(or, if interest on any portion of the Obligations ceases to accrue by operation
of law by reason of the commencement of said proceeding or action, such interest
as would have accrued on such portion of the Obligations if said proceedings or
actions had not been commenced) shall be included in the Obligations, it being
the intention of the Guarantors, the Administrative Agent, and the Lenders that
the Obligations which are to be purchased by the Guarantors pursuant to this
Article VIII
shall be determined without regard to any rule of law or order which may relieve
the Borrower of any portion of such Obligations.  The Guarantors will
take no action to prevent any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person from paying
the Administrative Agent, or allowing the claim of the Administrative Agent, for
the benefit of the Administrative Agent, and the Lenders, in respect of any such
interest accruing after the date of which such proceeding is commenced, except
to the extent any such interest shall already have been paid by the
Guarantors.

     

    (e)         Notwithstanding
anything to the contrary contained herein, if all or any portion of the
Obligations are paid by or on behalf of the Borrower, the obligations of the
Guarantors hereunder shall continue and remain in full force and effect or be
reinstated, as the case may be, in the event that all or any part of such
payment(s) are rescinded 

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

     

    or
recovered, directly or indirectly, from the Administrative Agent and/or the
Lenders as a preference, preferential transfer, fraudulent transfer or
otherwise, and any such payments which are so rescinded or recovered shall
constitute Obligations for all purposes under this Article VIII, to
the extent permitted by applicable law.

     

    8.08       No
Subrogation.  Notwithstanding any payment or payments made by
any of the Guarantors hereunder or any set-off or application of funds of any of
the Guarantors by the Administrative Agent or any Lender, no Guarantor shall be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Lender against the Borrower or any other Guarantor or any collateral
security or guarantee or right of offset held by the Administrative Agent or any
Lender for the payment of the Obligations, nor shall any Guarantor seek or be
entitled to seek any contribution or reimbursement from the Borrower or any
other Guarantor in respect of payments made by such Guarantor hereunder, until
all amounts owing to the Administrative Agent and the Lenders by the Borrower on
account of the Obligations shall have been indefeasibly paid in full in
cash.  If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time when all of the Obligations shall not have been
indefeasibly paid in full in cash, such amount shall be held by such Guarantor
in trust for the Administrative Agent and the Lenders, segregated from other
funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Administrative Agent in the exact form received by such
Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if
required), to be applied against the Obligations, whether matured or unmatured,
in such order as the Administrative Agent may determine.

     

    8.09       Right of
Contribution.  Subject to Section 8.08, each
Guarantor hereby agrees that to the extent that a Guarantor shall have paid more
than its proportionate share of any payment made hereunder, such Guarantor shall
be entitled to seek and receive contribution from and against any other
Guarantor hereunder who has not paid its proportionate share of such
payment.  The provisions of this Section 8.09 shall in
no respect limit the obligations and liabilities of any Guarantor to the
Administrative Agent, the Structuring Agent, the Joint Lead Arrangers and the
Lenders, and each Guarantor shall remain liable to the Administrative Agent, the
Structuring Agent, the Joint Lead Arrangers and the Lenders for the full amount
guaranteed by such Guarantor hereunder.

     

    8.10       General Limitation on
Guaranty.  In any action or proceeding involving any applicable
corporate law, or any applicable bankruptcy, insolvency, reorganization, concurso mercantil or other
law affecting the rights of creditors generally, if the obligations of any
Guarantor under this Article VIII would
otherwise, taking into account the provisions of Section 8.09, be
held or determined to be void, invalid or unenforceable, or subordinated to the
claims of any other creditors, on account of the amount of its liability under
Section 8.01,
then, notwithstanding any other provision hereof to the contrary, the amount of
such liability shall, without any further action by such Guarantor, any Lender,
the Administrative Agent or any other Person, be automatically limited and
reduced to the highest amount that is valid and enforceable and not subordinated
to the claims of other creditors as determined in such action or
proceeding.

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

    8.11       Loan Covenants of the
Guarantors.  Each Guarantor hereby covenants and agrees that,
so long as any Obligations with respect to the Loans under this Agreement and
any other Transaction Document remain unpaid, or any Lender has any commitment
hereunder, it shall comply with the covenants contained or incorporated by
reference in this Agreement applicable to the Loans to the extent applicable to
it.

     

    ARTICLE
IX

    EVENTS
OF DEFAULT

     

    9.01       Events of Default Applicable
to the Loans.  The following specified events shall constitute
“Events of Default” for the purposes of this Agreement:

     

    (a)         Payment
Defaults.  The Borrower shall (i) fail to pay any principal of
the Loans when due in accordance with the terms hereof or (ii) fail to pay
any interest, other than Deferred Amounts, on the Loans, any fee or any other
amount relating to the Loans (including nonpayment in connection with the
issuance of Qualifying Equity Securities in accordance with Section 7.02)
payable under this Agreement or any Dutch “A” Note within five (5) Business Days
after the same becomes due and payable; or

     

    (b)         Specific
Defaults.  Any Credit Party defaults in the performance or
observance of any of its obligations contained in Sections 7.03 and
7.08;
or

     

    (c)         Other
Defaults.  Any Credit Party defaults in the performance or
observance of any of its covenants in this Agreement or the Notes (other than in
each case as provided in paragraphs (a) and
(b) above and
the covenants under Sections 7.04, 7.05(c) and 7.12) and continuance
of such default or breach for a period of thirty (30) days after there has
been given to the Borrower by the Administrative Agent a written notice
specifying such default or breach or after any Responsible Officer of any Credit
Party has knowledge of such default or breach; or

     

    (d)         Involuntary
Bankruptcy.  The entry by a competent court of (A) a
decree, admission order, or order for relief in respect of any Credit Party in
an involuntary case or proceeding under any applicable bankruptcy, insolvency,
concurso mercantil,
reorganization or other similar law of Mexico, the United States of America, The
Netherlands or other applicable jurisdiction or any political subdivision
thereof or other applicable bankruptcy, insolvency, concurso mercantil,
reorganization or other similar law, or (B) a decree or order adjudging any
Credit Party bankrupt, insolvent or in concurso mercantil, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment, concurso
mercantil, or composition of or in respect of, the Borrower or any such
Guarantor under any applicable law of Mexico, or the United States of America,
The Netherlands or other applicable jurisdiction or any political subdivision
thereof or other applicable law, or appointing a custodian, receiver, síndico, liquidator,
conciliator, assignee, trustee, sequestrator or other similar official of any
Credit Party or of any substantial part of the property of any Credit Party, or
ordering the winding up or liquidation of the affairs of any Credit Party and
the continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of sixty (60) consecutive days,
other than, in any such case, any decree or order 

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

    issued
pursuant to proceedings that have been commenced prior to the date of this
Agreement; or

     

    (e)         Voluntary
Bankruptcy.  The commencement by any Credit Party of a
voluntary case or proceeding under any applicable bankruptcy, insolvency, concurso mercantil, reorganization or
other similar law of Mexico, the United States of America, The Netherlands or
other applicable jurisdiction or any political subdivision thereof or other
applicable bankruptcy, insolvency, concurso mercantil,
reorganization or other similar law or of any other case or proceeding to be
adjudicated bankrupt, insolvent or in concurso mercantil, or the
consent by any Credit Party to the entry of a decree or order for relief in
respect of any Credit Party in an involuntary case or proceeding under any
applicable bankruptcy, insolvency, concurso mercantil,
reorganization or other similar law of Mexico, the United States of America, The
Netherlands or other applicable jurisdiction or any political subdivision
thereof or other applicable bankruptcy, insolvency, concurso mercantil,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against any Credit Party, or the filing by any
Credit Party of a petition or answer or consent seeking reorganization, concurso mercantil, or relief
under any applicable law of Mexico, the United States of America, The
Netherlands or other applicable jurisdiction or any political subdivision
thereof or other applicable law, or the consent by any Credit Party to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, síndico, liquidator,
conciliator, assignee, trustee, sequestrator or similar official of any Credit
Party or of any substantial part of the property of any Credit Party, or the
making by any Credit Party of an assignment for the benefit of creditors, or the
admission by any Credit Party in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by any Credit
Party in furtherance of any such action; or

     

    (f)          Validity of
Agreement.  The Borrower shall contest the validity or
enforceability of any Transaction Document with respect to the Loan or shall
deny generally the liability of the Borrower under any Transaction Documents
with respect to the Loan or either Guarantor shall contest the validity of or
the enforceability of their guarantee hereunder or any obligation of either
Guarantor under Article VIII
hereof shall not be (or is claimed by either Guarantor not to be) in full force
and effect; or

     

    (g)         Change of
Ownership.  The Borrower ceases to be a wholly
owned  indirect Subsidiary of the Parent or ceases to be consolidated
in the financial statements of the Parent, or the Parent ceases to control any
Guarantor.

     

    9.02       Remedies.

     

    (a)         If
an Event of Default under Sections 9.01(d) and
(e) occurs with
respect to any Credit Party, the outstanding principal amount of the Loans,
together with any accrued but unpaid interest thereon, including any Deferred
Amounts, in each case without notice or any other act by the Lenders, shall
immediately become due and 

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

     

    payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower.

     

    (b)         If
any Event of Default has occurred and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders
declare by written notice to the Borrower, the principal amount of the
outstanding Loans to be forthwith due and payable, whereupon such principal
amount, together with accrued interest thereon, including, if applicable, any
Deferred Amounts, and any fees due under this Agreement shall become immediately
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived.

     

    9.03       Notice of
Default.  To the extent permitted by law, the Administrative
Agent shall give notice to the Borrower of any event occurring under Section 9.01(a),
(b) or (c) promptly upon
being requested to do so by any Lender and shall thereupon notify all the
Lenders thereof.

     

    ARTICLE
X

    THE
ADMINISTRATIVE AGENT

     

    10.01     Appointment and
Authorization.

     

    (a)         Each
Lender hereby irrevocably designates and appoints ING Capital LLC as the
Administrative Agent of such Lender under this Agreement, and each Lender hereby
irrevocably authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Transaction
Document and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement or any
other Transaction Document, together with such other powers as are reasonably
incidental thereto.

     

    (b)         Notwithstanding
any provision to the contrary contained elsewhere in this Agreement or in any
other Transaction Document, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other
Transaction Document or otherwise exist against the Administrative
Agent.

     

    10.02     Delegation of
Duties.  The Administrative Agent may execute any of its duties
under this Agreement or any other Transaction Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative
Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

     

    10.03     Liability of Administrative
Agent.  Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(a)
liable for any action taken or omitted to be taken by it or any such Person
under or in 

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

     

    connection
with this Agreement or any other Transaction Document or the transactions
contemplated hereby (except for its or such Person’s own gross negligence or
willful misconduct), or (b) responsible in any manner to any of the Lenders for
any recital, statement, representation or warranty made by a Credit Party or any
officer thereof contained in this Agreement or in any other Transaction
Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Transaction Document, or for the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Transaction Document, or for any failure of a Credit
Party or any other party to any Transaction Document to perform its obligations
hereunder or thereunder.  Except as otherwise expressly stated herein,
the Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other
Transaction Document, or to inspect the properties, books or records of a Credit
Party.

     

    10.04     Reliance by Administrative
Agent.

     

    (a)          The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or teletype message, statement, order or
other document or telephone conversation believed by it in good faith to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Administrative
Agent.  The Administrative Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Transaction
Document unless it shall first receive such advice or concurrence of the
Required Lenders and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of failing to take, taking or continuing to take any
such action.  The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Transaction Document in accordance with a request or consent of the
Required Lenders (or when expressly required hereby, all the Lenders) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.

     

    (b)         For
purposes of determining compliance with the conditions specified in Section 4.01, each
Lender that has executed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter sent
by the Administrative Agent to such Lender for consent, approval, acceptance or
satisfaction on or before the Closing Date.

     

    10.05     Notice of
Default.  The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default (except
for the Administrative Agent with respect to defaults in the payment of
principal, interest and fees required to be paid to the Administrative Agent for
the account of the Lenders) unless it shall have received written notice from a
Lender or the Borrower referring to 

     

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

     

    this
Agreement and describing such Default or Event of Default and stating that such
notice is a “Notice of Default”.  The Administrative Agent shall
promptly notify the Lenders of its receipt of any such notice.  The
Administrative Agent shall take such action with respect to such Default or
Event of Default as may be requested by the Required Lenders or the Lenders;
provided, however, that unless
and until the Administrative Agent has received any such request, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the
Lenders.

     

    10.06     Credit
Decision.  Each Lender expressly acknowledges that neither the
Administrative Agent nor any of its Affiliates, officers, directors, employees,
agents or attorneys-in-fact has made any representation or warranty to it, and
that no act by the Administrative Agent hereafter taken, including any review of
the affairs of a Credit Party, or any of its Affiliates, shall be deemed to
constitute any representation or warranty by the Administrative Agent to any
Lender.  Each Lender acknowledges to the Administrative Agent that it
has, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower, the Guarantors and their Affiliates and all
applicable Lender regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement.  Each
Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Transaction Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of any Credit Party.  Except for notices, reports and
other documents expressly herein required to be furnished to the Lenders by the
Administrative Agent, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any Credit Party which may come into the
possession of the Administrative Agent or any of its Affiliates, officers,
directors, employees, agents or attorneys-in-fact.

     

    10.07     Indemnification.  Whether
or not the transactions contemplated hereby are consummated, the Lenders agree
to indemnify upon demand the Administrative Agent and its Affiliates, directors,
officers, advisors, agents and employees (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably
according to the Pro Rata Share of such Lender of the aggregate amount of Loans
outstanding hereunder,  from and against any and all claims,
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including at any time following the payment of the Obligations, Maturity Date
or Conversion Date) be imposed on, incurred by or 

     

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

     

    asserted
against the Administrative Agent (or any of its Affiliates, directors, officers,
agents and employees) in any way relating to or arising out of this Agreement or
any other Transaction Document, or any documents contemplated by or referred to
herein or the transactions contemplated hereby or any action taken or omitted by
the Administrative Agent under or in connection with any of the foregoing; provided, however, that no
Lender shall be liable for the payment of any portion of such claims,
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent it results from the gross
negligence or willful misconduct of the Administrative Agent or its Affiliates,
directors, officers, agents or employees.  Without limitation of the
foregoing, each Lender shall reimburse the Administrative Agent upon demand for
its ratable share (based on its Pro Rate Share of the aggregate amount of Loans
outstanding hereunder) of any reasonable and documented costs or out-of-pocket
expenses (including legal fees) incurred by the Administrative Agent in
connection with the preparation, execution, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Transaction Document, or any document contemplated by or referred to
herein, to the extent that the Administrative Agent is not reimbursed for such
expenses by or on behalf of the Borrower.

     

    10.08     Administrative Agent in its
Individual Capacity.  ING Capital LLC may make loans to, issue
letters of credit for the account of, accept deposits from and generally engage
in any kind of banking, trust, financial advisory, underwriting or other
business with the Borrower, the Guarantors or any of their Affiliates as though
ING Capital LLC were not the Administrative Agent hereunder and without notice
to or consent of the Lenders.  The Lenders acknowledge that, pursuant
to such activities, ING Capital LLC or its Affiliates may receive information
regarding the Borrower, the Guarantors and their Affiliates (including
information that may be subject to confidentiality obligations in favor of any
Credit Party) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them.  With respect to the
Obligations, ING Capital LLC shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not
the Administrative Agent, and the terms “Lender” and “Lenders” include ING
Capital LLC in its individual capacity.

     

    10.09     Successor Administrative
Agent.  The Administrative Agent may, and at the request of the
Required Lenders shall, resign as the Administrative Agent upon thirty (30)
days’ notice to the Lenders and the Borrower.  If the Administrative
Agent resigns under this Agreement, the Required Lenders shall appoint from
among the Lenders a successor agent for the Lenders, which appointment shall be
subject to the approval of the Borrower, such approval not to be unreasonably
withheld (unless a Default or Event of Default shall have occurred and be
continuing, in which case such approval shall not be required).  If no
successor agent is appointed prior to the effective date of the resignation of
the Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and the Borrower, a successor agent from among the
Lenders.  Upon the acceptance of its appointment as successor agent
hereunder, such 

     

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    

     

    successor
agent shall succeed to all the rights, powers and duties of the retiring
Administrative Agent and the term “Administrative Agent” shall mean such
successor agent effective upon its appointment, and the retiring Administrative
Agent’s rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act on the part of such retiring Administrative
Agent.  After any retiring Administrative Agent’s resignation
hereunder as Administrative Agent, the provisions of this Article X and
Sections 12.04
and 12.05 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement.  If no successor
agent has accepted the appointment as Administrative Agent by the date which is
thirty (30) days following a retiring Administrative Agent’s notice of
resignation, the retiring Administrative Agent’s resignation shall nevertheless
thereupon become effective and either the Borrower or the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor agent,
which shall be a commercial bank organized or licensed under the laws of the
United States or of any State thereof and having a combined capital and surplus
of at least U.S.$400,000,000.

     

    ARTICLE
XI

    THE
STRUCTURING AGENT

     

    11.01     The Structuring
Agent.  The Borrower hereby confirms the designation of HSBC
SECURITIES (USA) INC., as the Structuring Agent for the Loans.  The
Structuring Agent assumes no responsibility or obligation hereunder for
servicing, enforcement or collection of the Obligations, or any duties as agent
for the Lenders.  The title “Structuring Agent” implies no fiduciary
responsibility on the part of the Structuring Agent to the Administrative Agent,
or the Lenders, and the use of such title does not impose on the Structuring
Agent any duties or obligations under this Agreement except as may be expressly
set forth herein.

     

    11.02     Liability of Structuring
Agent.  Neither the Structuring Agent nor any of its respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(a) liable for any action lawfully taken or omitted to be taken by them or any
such Person under or in connection with this Agreement or any other Transaction
Document (except for such Structuring Agent’s own gross negligence or willful
misconduct), or (b) responsible in any manner to any Lender for any recital,
statement, representation or warranty made by the Borrower or any officer
thereof, contained in this Agreement or in any other Transaction Document, or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Structuring Agent under or in connection with, this
Agreement or any other Transaction Document or for the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other
Transaction Document or for any failure of the Borrower or any other party to
any other Transaction Document to perform its obligations hereunder or
thereunder.  Except as otherwise expressly stated herein, the
Structuring Agent shall not be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Transaction
Document, or to inspect the properties, books or records of the
Borrower.

     

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    

     

    11.03     Structuring Agent in its
Individual Capacity.  The Structuring Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with the Borrower or any of its Affiliates as though it were not the
Structuring Agent hereunder.

     

    11.04     Credit
Decision.  Each Lender expressly acknowledges that neither the
Structuring Agent nor any of its respective Affiliates, officers, directors,
employees, agents or attorneys-in-fact have made any representation or warranty
to it, and that no act by the Structuring Agent hereafter taken, including any
review of the affairs of a Credit Party, shall be deemed to constitute any
representation or warranty by the Structuring Agent to any
Lender.  Each Lender acknowledges to the Structuring Agent that it
has, independently and without reliance upon the Structuring Agent, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of a Credit Party
and its Affiliates and made its own decision to enter into this
Agreement.  Each Lender also acknowledges that it will, independently
and without reliance upon the Structuring Agent, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Transaction Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of any Credit Party.  The Structuring Agent shall not
have any duty or responsibility to provide any Lender with any information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Borrower which may come into the possession
of the Structuring Agent or any of its respective officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

     

    ARTICLE
XII

    MISCELLANEOUS

     

    12.01     Notices.

     

    (a)         Except
as otherwise expressly provided herein, all notices, requests, demands or other
communications to or upon any party hereunder with respect to the Loans shall be
in writing (including facsimile transmission) and shall be sent by an overnight
courier service, transmitted by facsimile or delivered by hand to such party:
(i)
in the case of a Credit Party, the Structuring Agent, the Joint Lead Arrangers,
or the Administrative Agent, at its address or facsimile number set forth on
Schedule
1.01(c) or at such other address or facsimile number as such party may
designate by notice to the other parties hereto and (ii) in the case of any
Lender, at its address or facsimile number set forth in Schedule 1.01(b) or
at such other address or facsimile number as such Lender may designate by notice
to the Borrower, the Structuring Agent, the Joint Lead Arrangers and the
Administrative Agent.

     

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    

     

    (b)         Unless
otherwise expressly provided for herein, each notice, request, demand or other
communication with respect to the Loans shall be effective (1) if sent by
overnight courier service or delivered by hand, upon delivery, (2) if given by
facsimile, when transmitted to the facsimile number specified pursuant to paragraph (a) above
and confirmation of receipt of a legible copy thereof is received, or (3) if
given by any other means, when delivered at the address specified pursuant to
paragraph (a)
above; provided, however, that notices
to the Administrative Agent under Article II,
III, IV or X shall not be
effective until received.

     

    12.02     Amendments and
Waivers.  No amendment, waiver or modification of any provision
of this Agreement, and no consent to any departure by any Credit Party from the
terms of this Agreement shall be effective, in each case without the written
consent of the Credit Parties, and acknowledged by the Administrative Agent
(which shall be a purely ministerial action) and signed or consented to by the
Required Lenders, and then such amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no
amendment, waiver or consent shall:

     

    (a)         (i)           except
as specifically provided herein, increase or decrease the Commitment of any
Lender (except for a ratable decrease in the Commitments of all Lenders);
or

     

    (ii)          subject
any Lender to any additional obligation; or

     

    (iii)         forgive
any Obligation, reduce the principal amount of the Obligations, reduce the rate
of interest thereon, or change the provisions of Section 3.04;
or

     

    (iv)         except
for any extension of the Maturity Date pursuant to Section 2.01(e) extend the
maturity of any of the Obligations, extend the time of payment of interest
thereon, or extend the Maturity Date; or

     

    (v)          change
the percentage specified in the definition of Required Lenders or the number of
Lenders which shall be required for the Lenders or any of them to take any
action under this Agreement; or

     

    (vi)         release
any Credit Party from its obligations under this Agreement or the Dutch “A”
Notes; or

     

    (vii)        amend,
modify or waive any provision of this Section 12.02(a);
or

     

    (viii)       amend,
modify or waive any provision of Article
IV;

     

     
in each case without the consent of all the Lenders;

     

    (b)         amend,
modify or waive any provision of Section 12.06 without
the consent of each Lender directly affected thereby;

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    

     

    (c)         amend,
modify or waive Article X without the
written consent of the Administrative Agent; and

     

    (d)         amend,
modify or waive any provision of Article XI without
the consent of the Structuring Agent.

     

    12.03     No Waiver; Cumulative
Remedies.  No failure to exercise and no delay in exercising,
on the part of the Administrative Agent or any Lender, any right, remedy, power
or privilege hereunder or under any other Transaction Document shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights and remedies herein provided are cumulative and
not exclusive of any rights or remedies provided by law.

     

    12.04     Payment of Expenses,
Etc.  The Borrower agrees to pay on demand:

     

    (a)         all
reasonable and documented out-of-pocket costs and expenses (including reasonable
legal fees and disbursements of special Mexican counsel, special Dutch counsel
and New York counsel to the Administrative Agent and the allocated cost of
in-house counsel to the Administrative Agent), syndication (including printing,
distribution and bank meetings), travel, telephone and duplication expenses and
other reasonable and documented costs and out-of- pocket expenses in connection
with the arrangement, documentation, negotiation and closing of the Transaction
Documents;

     

    (b)         all
reasonable and documented out-of-pocket costs and expenses incurred by the
Administrative Agent in connection with any amendment to, waiver of, or consent
to any Transaction Document or the transactions contemplated hereby, including
the reasonable fees and reasonable and documented out-of-pocket expenses of
special Mexican, special Dutch counsel and New York counsel to the
Administrative Agent; and

     

    (c)         all
reasonable and documented out-of-pocket costs and expenses incurred by the
Administrative Agent or any Lender in connection with the enforcement of and/or
preservation of any rights under this Agreement or any other Transaction
Document (whether through negotiations, legal proceedings or otherwise),
including the reasonable fees and reasonable and documented out-of-pocket
expenses of special Mexican, special Dutch counsel and New York counsel to the
Administrative Agent and such Lender.

     

    12.05     Indemnification.  The
Borrower agrees to indemnify and hold harmless the Structuring Agent, the Joint
Lead Arrangers, the Administrative Agent and each Lender and each of their
Affiliates and their officers, directors, employees, agents and advisors (each,
an “Indemnified
Party”) from and against any and all claims, damages, losses, liabilities
and expenses (including reasonable fees and expenses of counsel, the allocated
cost of in-house counsel and settlement costs), but excluding taxes that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of (including in connection
with any investigation, litigation or proceeding or preparation of a defense in
connection therewith) (i) the Transaction Documents, any of the transactions
contemplated herein or the actual or proposed use of 

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

     

    the
proceeds of the Loans or (ii) or any Environmental Action relating in any way to
the Borrower or any of its Subsidiaries, except to the extent such claim,
damage, loss, liability or expense is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted from such Indemnified
Party’s bad faith, gross negligence or willful misconduct.  In the
case of an investigation, litigation or other proceeding to which the indemnity
in this Section
12.05 applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Borrower, its
directors, shareholders or creditors or an Indemnified Party or any other Person
or any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated.  Each Credit Party
also agrees not to assert any claim against the Structuring Agent, the Joint
Lead Arrangers, the Administrative Agent, any Lender, any of their Affiliates,
or any of their respective directors, officers, employees, attorneys and agents,
on any theory of liability, for special, indirect, consequential or punitive
damages arising out of or otherwise relating to the Transaction Documents, any
of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Transaction Documents.  Neither the Structuring Agent,
the Joint Lead Arrangers, the Administrative Agent nor any Lender shall be
deemed to have any fiduciary relationship with any Credit Party.

     

    12.06     Successors and
Assigns.

     

    (a)         The
provisions of this Agreement shall be binding upon the Borrower, the Guarantors,
their successors and assigns and shall inure to the benefit of the Structuring
Agent, the Joint Lead Arrangers, the Administrative Agent and the Lenders and
their respective successors and assigns, except that the Credit Parties may not
assign or otherwise transfer any of their rights or obligations under this
Agreement without the prior written consent of all Lenders other than pursuant
to the terms of this Agreement.

     

    (b)         Any
Lender (such Lender, an “Assignor”) may at any
time, in its sole discretion, and any Lender, if demanded by the Borrower
pursuant to Section
3.10 upon at least five (5) Business Days’ notice to such Lender and
Administrative Agent, (i) assign or pledge as security all or part of such
Lender’s rights under this Agreement but not its obligations, to any Federal
Reserve Board or entity that is a lender to such Lender without the prior
consent (written or otherwise) of the Borrower, the Administrative Agent, the
Parent or any other third party, or (ii) assign all or part of such Lender’s
rights or obligations under this Agreement and any Dutch “A” Notes to any of its
Affiliates or related funds or any other Lender or any Affiliate of a Lender, in
each case without prior consent (written or otherwise) of the Borrower, the
Administrative Agent, the Parent or any other third party, and/or (iii) assign
all or part of such Lender’s rights or obligations under this Agreement and any
Dutch “A” Notes to one or more banks or other financial institutions or any
other person that is not a Competitor with the prior written consent, which
consent shall not be unreasonably withheld, conditioned or delayed, of the
Borrower, the Parent and the Administrative Agent (each such person, an “Assignee”); provided however that, in the
case of an assignment of only part of such rights and obligations under clause (iii), such
assignment shall be in integral multiples of U.S.$5,000,000; provided, further, that in the
case of an assignment of only part of such 

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

     

    rights
and obligations under clause (iii), the
Borrower shall be deemed to have consented to an assignment if it fails to
respond to a written request for consent within ten (10) Business Days of such
request; provided, further, that if the
value of the rights and obligations assigned under clause (i) or clause (ii) is less
than euro 50,000 (or its equivalent in another currency or currencies) the
assignee or transferee otherwise qualifies as a Professional Market
Party.  Upon the occurrence and continuation of an Event of Default,
each Lender shall have the right, in its sole discretion, to assign all or part
of its rights or obligations under this Agreement and any Dutch “A” Notes to any
Person that is not a Competitor, without the prior consent (written or
otherwise) of the Borrower, the Administrative Agent, the Parent or any other
third party; provided however that if the
value of the rights and obligations assigned is less than euro 50,000 (or its
equivalent in another currency or currencies) the assignee or transferee
otherwise qualifies as a Professional Market Party.  Upon execution
and delivery of an Assignment and Assumption Agreement pursuant to which the
Assignee shall assume the Assignor’s rights and obligations under this Agreement
and any Dutch “A” Notes and payment by the Assignee to the Assignor of an amount
equal to the purchase price agreed between such Assignor and such Assignee, such
Assignee shall be a Lender party to this Agreement and shall have all the rights
and obligations of a Lender with a commitment as set forth in such instrument of
assumption (in addition to any commitment previously held by it), and the
Assignor shall be released from its obligations hereunder to a corresponding
extent (except to the extent the same arose prior to the assignment); and, in
the case of an Assignment and Assumption Agreement covering all of the
transferor Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto (but shall continue to be entitled to the
benefits of Section 3.03 to
the extent any claim thereunder relates to an event arising or such Lender’s
status or activity as Lender prior to such assignment), and no further consent
or action by any party shall be required.  Upon the consummation of
any assignment pursuant to this paragraph (b), the
Assignor, the Administrative Agent and the Borrower shall make appropriate
arrangements so that a new Dutch “A” Note is issued to the Assignee at the
expense of the Assignee.  In connection with any such assignment
(other than a transfer by a Lender to one of its Affiliates), the Assignor (or
in the case of Section
2.01(c) or 3.10, the Borrower),
without prejudice to any claims the Borrower may have against any Defaulting
Lender, shall pay to the Administrative Agent an administrative fee for
processing such assignment in the amount of U.S.$3,500.

     

    (c)         Nothing
herein shall prohibit any Lender from pledging or assigning any Dutch “A” Note
to any Federal Reserve Bank of the United States in accordance with applicable
law and without compliance with the foregoing provisions of this Section 12.06; provided, however, that such
pledge or assignment shall not release such Lender from its obligations
hereunder.

     

    (d)         Any
Lender may, without any consent of the Borrower, the Administrative Agent or any
other third party at any time grant to any Person that is not a Competitor (each
a “Participant”)
participating interests in its Loans; provided however that if the
value of the rights and obligations assigned is less than euro 50,000 (or its
equivalent in another currency or currencies) the assignee or transferee
otherwise qualifies as a 

     

    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    

     

    Professional
Market Party.  In the event of any such grant by a Lender of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Administrative Agent, such Lender shall remain responsible for
the performance of its obligations hereunder, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement pursuant to which any Lender may grant such
a participating interest shall provide that such Lender shall retain the sole
right and responsibility to enforce the obligations of the Borrower hereunder,
including the right to approve any amendment, modification or waiver of any
provision of this Agreement; provided, however, that such
participation agreement may provide that such Lender will not agree to any
modification, amendment or waiver of this Agreement extending the maturity of
any Obligation in respect of which the participation was granted, or reducing
the rate or extending the time for payment of interest thereon or reducing the
principal thereof, or reducing the amount or basis of calculation of any fees to
accrue in respect of the participation, without the consent of the
Participant.  The Borrower agrees that each Participant shall, to the
extent provided in its participation agreement, be entitled to the benefits of
Sections 3.05
and 3.08 with
respect to its participating interest as if it were a Lender named herein; provided, however, that the
Borrower shall not be required to pay any greater amounts pursuant to such
Sections than it would have been required to pay but for the sale to such
Participant of such Participant’s participation interest.  An
assignment or other transfer which is not permitted by paragraph (b) or
(c) above shall
be given effect for purposes of this Agreement only to the extent of a
participating interest granted in accordance with this paragraph
(d).

     

    (e)         Any
Lender may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 12.06,
disclose to the Assignee or Participant or proposed Assignee or Participant, any
information relating to the Borrower furnished to such Lender by or on behalf of
the Borrower; provided that, prior
to any such disclosure, the Assignee or Participant or proposed Assignee or
Participant shall agree to preserve the confidentiality of any Confidential
Information relating to the Borrower received by it from such
Lender.

     

    12.07     Right of
Set-off.  In addition to any rights and remedies of the Lenders
provided by law, each such Lender shall have the right, without prior notice to
the Credit Parties, any such notice being expressly waived by the Credit Parties
to the extent permitted by applicable law, upon any amount becoming due and
payable by the Credit Parties hereunder (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender, 

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    

     

    or
any branch or agency thereof to or for the credit or the account of the Credit
Parties.  Each Lender agrees promptly to notify such Credit Party, as
the case may be, and the Administrative Agent after any such set-off and
application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.

     

    12.08     Confidentiality.  Neither
the Administrative Agent nor any Lender shall disclose any Confidential
Information to any other Person without the prior written consent of the Credit
Parties, other than (a) to the Administrative Agent’s, or such Lender’s
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 12.06(e), to
actual or prospective Assignees and Participants, and then only on a
confidential basis, (b) as required by any law, rule or regulation (including as
may be required in connection with an audit by the Administrative Agent’s, or
such Lender’s independent auditors, and as may be required by any
self-regulating organizations) or as may be required by or necessary in
connection with any judicial process and (c) as requested by any state, federal
or foreign authority or examiner regulating banks or
banking.  Notwithstanding the foregoing or anything contained in any
Transaction Document to the contrary, the parties (and each employee,
representative, or other agent of the parties) may disclose to any and all
persons, without limitation of any kind, the tax treatment and any facts that
may be relevant to the tax structure of the transactions contemplated by this
Agreement, provided, however, that no
party (and no employee, representative, or other agent thereof) shall disclose
any other information that is not relevant to understanding the tax treatment
and tax structure of such transactions (including the identity of any party and
any information that could lead another to determine the identity of any party),
or any other information to the extent that such disclosure could result in a
violation of any federal or state securities law.

     

    12.09     Use of English
Language.  All certificates, reports, notices and other
documents and communications given or delivered pursuant to this Agreement shall
be in the English language (other than the documents required to be provided
pursuant to Section 4.01(g)(iii)
and Section
7.04 which shall be in the English language or in the Spanish language
accompanied by an English translation or summary).  Except in the case
of the laws of, or official communications of, Mexico or The Netherlands (as
applicable), the English language version of any such document shall control the
meaning of the matters set forth therein.

     

    12.10     GOVERNING
LAW.  THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.

     

    12.11     Submission to
Jurisdiction.

     

    (a)         Each
of the parties hereto hereby irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State court located in the Borough of
Manhattan in New York City and any appellate court thereof for purposes of any
suit, legal action or proceeding arising out of or relating to this Agreement,
any other Transaction Document or the transactions contemplated hereby, and each
of the parties hereto hereby irrevocably agrees that all claims in respect of
such suit, action or 

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    

     

    proceeding
may be heard and determined in such federal or New York State court. 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.

     

    (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.

     

    (c)         Each
of the parties hereto irrevocably waives the right to object, with respect to
such claim, suit, action or proceeding brought in any such court, that such
court does not have jurisdiction over it.

     

    (d)         Each
of the parties hereto agrees, to the fullest extent it may effectively do so
under applicable law, that a final judgment in any suit, action or proceeding of
the nature referred to in paragraph (a) above
brought in any such court shall be conclusive and binding upon such party and
may be enforced in other jurisdictions by suit on the judgment or in any manner
provided by law.

     

    (e)         EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF ANY ARRANGER, THE
ADMINISTRATIVE AGENT, OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

     

    12.12     Appointment of Agent for
Service of Process.

     

    (a)       
  The Credit Parties hereby irrevocably appoint CT Corporation System,
with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York,
New York 10011, as its agent (the “Process Agent”) to
receive on behalf of itself and its property, service of copies of the summons
and complaint and any other process which may be served in any such action or
proceeding brought in any New York State or federal court sitting in New York
City and designates such domicile as the conventional domicile to receive
notices hereunder and under the Transaction Documents. Such service may be made
by delivering a copy of such process to any Credit Party in care of the Process
Agent at its address specified above, and the Credit Parties hereby authorize
and direct the Process Agent to accept such service on their
behalf.  The appointment of the Process Agent shall be irrevocable
until the appointment of a successor Process Agent.  The Credit
Parties, further agree to promptly and irrevocably appoint a successor Process
Agent reasonably acceptable to the Administrative Agent in New York City prior
to the termination for any reason of the appointment of the initial Process
Agent.

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    

     

    (b)         Nothing
in Section
12.11 or in this Section 12.12 shall
affect the right of any party hereto to serve process in any manner permitted by
law or limit any right that any party hereto may have to enforce in any lawful
manner a judgment obtained in one jurisdiction in any other
jurisdiction.

     

    12.13     Waiver of Sovereign
Immunity.  To the extent that a Credit Party has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, or otherwise) with respect to itself or its
property, the Credit Party hereby irrevocably waives such immunity in respect of
its obligations hereunder to the extent permitted by applicable
law.  Without limiting the generality of the foregoing, the Credit
Parties agree that the waivers set forth in this Section 12.13 shall
have force and effect to the fullest extent permitted under the Foreign
Sovereign Immunities Act of 1976 of the United States and are intended to be
irrevocable for purposes of such Foreign Sovereign Immunities Act.

     

    12.14     Judgment
Currency.

     

    (a)         All
payments made under this Agreement and the other Transaction Documents shall be
made in Dollars.  If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due from the Borrower in Dollars into
another currency, the parties hereto agree to the fullest extent that they may
legally and effectively do so that the rate of exchange used shall be that at
which in accordance with normal banking procedures (based on quotations from
four major dealers in the relevant market) the Administrative Agent or each
Lender, as the case may be, could purchase Dollars with such currency at or
about 10:00 a.m. (New York City time) on the Business Day preceding that on
which final judgment is given.

     

    (b)         The
Obligations in respect of any sum due to any Lender or the Administrative Agent
hereunder or under any other Transaction Document shall, to the extent permitted
by applicable law notwithstanding any judgment expressed in a currency other
than Dollars, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Administrative Agent of any sum adjudged
to be so due in such other currency such Lender or the Administrative Agent may
in accordance with normal banking procedures purchase Dollars with such other
currency.  If the amount of Dollars so purchased is less than the sum
originally due to such Lender or the Administrative Agent, the Credit Parties
agree, to the fullest extent it may legally do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or the
Administrative Agent against such resulting loss.

     

    (c)         Each
Credit Party shall, to the fullest extent permitted by law, indemnify the
Administrative Agent and each Lender against any loss incurred by the
Administrative Agent or such Lender, as the case may be, as a result of any
judgment or order being given or made for any amount due under this Agreement or
any Dutch “A” Note and being expressed and paid in a currency (the “Judgment Currency”)
other than Dollars, and as a result of any variation between (i) the rate
of exchange at which the 

     

    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    

     

    Dollar
amount is converted into the Judgment Currency for the purpose of such judgment
or order and (ii) the spot rate of exchange in New York City at which the
Administrative Agent or such Lender, as the case may be, on the date of payment
of such judgment or order is able to purchase Dollars with the amount of the
Judgment Currency actually received by the Administrative Agent or such
Lender.  If the amount of Dollars so purchased exceeds the amount
originally to be paid to such Lender, such Lender agrees to pay to or for the
account of the Borrower (with respect to payments made by the Borrower) and the
Guarantors (with respect to payments made by the Guarantors) such excess; provided that such
Lender shall not have any obligation to pay any such excess as long as a default
by a Credit Party , in its obligations hereunder has occurred and is continuing,
in which case such excess may be applied by such Lender to such
obligations.  The foregoing indemnity shall constitute a separate and
independent obligation of each Credit Party and shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid.  The
term “spot rate of exchange” shall include any premiums and costs of exchange
payable in connection with the purchase of, or conversion into, United States
dollars.

     

    12.15     Counterparts.  This
Agreement may be executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.  This Agreement and any communications,
notices and exchanges of information pursuant to this Agreement, including
signatures, may be delivered by facsimile and shall be treated in all manner and
respects as an original document.

     

    12.16     USA PATRIOT
Act.  The Lenders, to the extent that they are subject to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), hereby notify
the Credit Parties that pursuant to the requirements of the Act, it is required
to obtain, verify and record information that identifies each Credit Party,
which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance
with the Act.

     

    12.17     Severability.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction, and the remaining portion of such provision and all
other remaining provisions hereof will be construed to render them enforceable
to the fullest extent permitted by law.

     

    12.18     Survival of Agreements and
Representations.

     

    (a)         All
representations and warranties made herein or in any other Transaction Document
shall survive the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby.

     

    
      
        
        

      

      
        -74-

        
          

        

      

      
        
        

      

    

     

    (b)         The
covenants and agreements contained in Sections 3.03, 3.05, 3.07, 3.08, 12.04, 12.05, 12.08, 12.09, 12.10, 12.11, 12.12 and 12.14, and the
obligations of the Lenders under Section 10.07 shall
survive the termination of the Commitments, and the payment of all Obligations
and, in the case of any Lender that may assign any interest in its commitment or
obligations hereunder, with respect to matters occurring before such assignment,
shall survive the making of such assignment to the extent any claim arising
thereunder relates to any period prior to such assignment, notwithstanding that
such assigning Lender may cease to be a “Lender” hereunder.

     

    12.19     Interest.  It
is the intention of the parties hereto that the Administrative Agent and each
Lender shall conform strictly to usury laws applicable to
it.  Accordingly, if the transactions contemplated hereby or by any
other Transaction Document would be usurious as to the Administrative Agent or
any Lender under laws applicable to it (including the laws of the United States
of America and the State of New York or any other jurisdiction whose laws may be
mandatorily applicable to the Administrative Agent or such Lender
notwithstanding the other provisions of this Agreement), then, in that event,
notwithstanding anything to the contrary in this Agreement or any other
Transaction Document or any agreement entered into in connection with or as
security for the Obligations, it is agreed as follows:  (a) the
aggregate of all consideration that constitutes interest under law applicable to
the Administrative Agent or any Lender that is contracted for, taken, reserved,
charged or received by the Administrative Agent or such Lender under this
Agreement or any other Transaction Document or agreements or otherwise in
connection with the Obligations shall under no circumstances exceed the maximum
amount allowed by such applicable law (the “Highest Lawful Rate”), any excess
shall be canceled automatically and if theretofore paid shall be credited by the
Administrative Agent or such Lender on the principal amount of the Obligations
(or, to the extent that the principal amount of the Obligations shall have been
or would thereby be paid in full, refunded by the Administrative Agent or such
Lender, as applicable, to the Borrower); and (b) in the event that the
maturity of the Obligations is accelerated by reason of any Event of Default
under this Agreement or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest under law
applicable to the Administrative Agent or any Lender may never include more than
the maximum amount allowed by such applicable law, and excess interest, if any,
provided for in this Agreement or otherwise shall be canceled automatically by
the Administrative Agent or such Lender, as applicable, as of the date of such
acceleration or prepayment and, if theretofore paid, shall be credited by the
Administrative Agent or such Lender, as applicable, on the principal amount of
the Obligations (or, to the extent that the principal amount of the Obligations
shall have been or would thereby be paid in full, refunded by the Administrative
Agent or such Lender to the Borrower).  All sums paid or agreed to be
paid to the Administrative Agent or any Lender for the use, forbearance or
detention of sums due hereunder shall, to the extent permitted by law applicable
to the Administrative Agent or such Lender, be amortized, prorated, allocated
and spread throughout the full term of the Loans until payment in full so that
the rate or amount of interest on account of any Loans hereunder does not exceed
the maximum amount allowed by such applicable law.  If at any time and
from time to time (i) the amount of interest payable to the Administrative Agent
or any Lender on any date shall 

     

    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        

      

    

     

    be
computed at the Highest Lawful Rate applicable to the Administrative Agent or
such Lender pursuant to this Section 12.19 and
(ii) in respect of any subsequent interest computation period the amount of
interest otherwise payable to the Administrative Agent or such Lender would be
less than the amount of interest payable to the Administrative Agent or such
Lender computed at the Highest Lawful Rate applicable to the Administrative
Agent or such Lender, then the amount of interest payable to the Administrative
Agent or such Lender in respect of such subsequent interest computation period
shall continue to be computed at the Highest Lawful Rate applicable to the
Administrative Agent or such Lender until the total amount of interest payable
to the Administrative Agent or such Lender shall equal the total amount of
interest which would have been payable to the Administrative Agent or such
Lender if the total amount of interest had been computed without giving effect
to this Section
12.19.

     

    


     

    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1.01(a)

    


    


    Commitments

    


    
      	
              Lender

            	
              Amount

              (in
      USD)

            	
              Percentage

            
	
              Banco
      Santander, S.A.

            	
              $125,000,000

            	
              23.8%

            
	
              HSBC
      Mexico, S.A., Institución de Banca Multiple, Grupo Financiero HSBC, acting through its grand
      cayman branch

            	
              $125,000,000

            	
              23.8%

            
	
              The
      Royal Bank of Scotland PLC

            	
              $125,000,000

            	
              23.8%

            
	
              Caja
      de Madrid - Miami Agency

            	
              $75,000,000

            	
              14.3%

            
	
              ING Bank, N.V., acting through
      its Curacao Branch

            	
              $75,000,000

            	
              14.3%

            
	
              TOTAL:

            	
              $525,000,000

            	
              100%

            


    

     

    
 

    
      
        
        

      

      
        -77-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1.01(b)

    


    


    Lending
Offices

    


    
      	
              Lender

               

            	
              Lending
      Offices

               

            
	
              Banco
      Santander, S.A.

            	
              Ciudad
      Grupo Santander

              Edificio
      Marisma (Planta Baja)

              28660
      Boadilla del Monte

              Madrid,
      Spain

               

              Attention:
      Wade A. Kit

              Telephone:
      +52 (55) 5257-8520

              Fax:
      +52 (55) 5269-1824

            
	
              Caja
      de Madrid-Miami Agency

            	
              701
      Brickell Ave, Ste 2000

              Miami,
      FL  33131

               

              Attention:
      Jesus Miramon

              Telephone: +1 (305) 371-3833

              Fax: +1 (305) 371-4243

            
	
              HSBC
      Mexico, S.A., Institución de Banca Multiple, Grupo Financiero HSBC, acting through its grand
      cayman branch

            	
              Reforma
      347 Piso 12 Oficina 3.

              Col.
      Cuauhtemoc. C.P. 06500

              Mexico
      City, Mexico

               

              Attention:
      Cordelia Gonzalez

              Telephone:
      +52 (81) 8319-2229

              Fax:
      +52 (81) 8319-2349

            
	
              ING Bank, N.V., acting through
      its Curacao Branch

               

            	
              Bosque
      de Alisos 45 B

              Bosques
      de las Lomas, 05120,

              Mexico
      D.F.

               

              Attention:
      Javier Bernus

              Telephone:
      +52 (55) 5258-2127

              Fax:
      +52 (55) 5259-3218

            
	
              The
      Royal Bank of Scotland PLC

            	
              36
      St Andrew Square,

              Edinburgh
      EH2 2YB

              Scotland

               

              Telephone:
      +44 (207) 672-6309

              Fax:
      +44 (207) 085-4584

            


    

    


    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1.01(c)

    


    


    Notice
Addresses

    


    


    
      	
              Party

               

            	
              Notice
      Address

               

            
	
              New
      Sunward Holding B.V., as BORROWER

            	
              Riverstate
      Building

              Amsteldijk
      166

              1079
      LH Amsterdam

              The
      Netherlands

               

              Fax:
      +31 (0) 20-644 40 95

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

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

              Ave.Ricardo
      Margáin Zozaya # 325

              Col.
      Valle del Campestre

              Garza
      García, Nuevo León

              Mexico
      66265

               

              Attention:
      CEMEX Back-Office

              Telephone:
      +52 (818) 888-4632, 4113, 4093

              Fax:
      +52 (818) 888-4519

            
	
              CEMEX
      México, S.A. de C.V., as GUARANTOR

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

              Ave.Ricardo
      Margáin Zozaya # 325

              Col.
      Valle del Campestre

              Garza
      García, Nuevo León

              Mexico
      66265

               

              Attention:
      CEMEX Back-Office

              Telephone:
      +52 (818) 888-4632, 4113, 4093

              Fax:
      +52 (818) 888-4519

            
	
              ING
      Capital LLC, as ADMINISTRATIVE AGENT

            	
              1325
      Avenue of the Americas

              New
      York, New York 10019

              USA

               

              Attention:  Soo
      Lee

              Telephone:
      +1 (646) 424-8236

              Fax:
      +1 (646) 424-8223

            
	
              HSBC
      Securities (USA) Inc., as SOLE STRUCTURING AGENT, JOINT LEAD ARRANGER and
      JOINT BOOKRUNNER

            	
              452
      Fifth Avenue

              New
      York, NY 10018

              USA

               

               

              Attention:
      Karen Giles

              Telephone:
      +1 (212) 525-3652

               

            


    

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

     

    
      	
              Banco
      Santander, S.A., as JOINT LEAD ARRANGER and JOINT
    BOOKRUNNER

            	
              Banco
      Santander S.A.

              Prol.
      Paseo de la Reforma No. 500 Mod. 110

              Col.
      Lomas de Santa Fe, 01219

              México,
      DF

               

              Attention:
      Wade A. Kit

              Telephone:
      +52 (55) 5257-8520

              Fax:
      +52 (55) 5269 1824

            
	
              The
      Royal Bank of Scotland PLC, as JOINT LEAD ARRANGER and JOINT
      BOOKRUNNER

            	
              C/
      José Ortega y Gasset, 7,  28006

              Madrid,
      Spain

               

              Attention:
      Franciso Serrat

              Telephone:
      +34 (91) 438 52 25

              Fax:
      +34 (91) 438 53 07

            
	
              Caja
      de Madrid-Miami Agency, as LENDER

            	
              701
      Brickell Ave, Ste 2000

              Miami,
      FL  33131

              USA

               

              Attention:
      Magdalena Viteri

              Telephone: +1 (305) 371-3833

              Fax: +1 (305)
    371-4243

            
	
              HSBC
      Mexico, S.A., Institución de Banca Multiple, Grupo Financiero HSBC, acting through its grand
      cayman branch, as LENDER

            	
              Blvd.
      Díaz Ordaz #123 Pte. Torre Sur, Piso 5

              Col.
      Santa María, C.P. 64650

              Monterrey,
      M.L. Mexico

               

              Attention:
      Cordelia Gonzalez

              Telephone:
      +52 (81) 8319-2229

              Fax:
      +52 (81) 8319-2349

            
	
              ING Bank, N.V. acting through
      its Curacao Branch

               

            	
              Bosque
      de Alisos 45 B

              Bosques
      de las Lomas, 05120

              Mexico
      D.F.

               

              Attention:
      Jacqueline Setien

              Telephone:
      + 52 (55) 5258-2127

              Fax:
      +52 (55) 5259-3218

            


    

    


    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
5.06

     

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

     

    Environmental
Matters

     

    United
States

     

    As
of March 31, 2008, CEMEX, Inc. and it subsidiaries had accrued liabilities
specifically relating to environmental matters in the aggregate amount of
approximately U.S.$ 47.3 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.

     

    Rinker
Materials of Florida, Inc., a subsidiary of CEMEX, Inc. (“Rinker”) 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 Rinker covers Rinker's SCL and FEC
quarries.  Rinker's Krome quarry is operated under one of the other
federal quarry permits.  The FEC quarry is the largest of Rinker's
quarries measured by volume of aggregates mined and sold.  Rinker'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, Rinker 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 court filing should take until May 2008 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 quarrying operations at three non-Rinker
quarries.  The judge left in place Rinker’s Lake Belt 

     

    
      
        
        

      

      
        -81-

        
          

        

      

      
        
        

      

    

     

    permits
until the relevant government agencies complete their review.  Rinker
and the other affected companies have appealed the judge’s
rulings.  The appellate court set an expedited schedule for the appeal
with a hearing that was held in November 2007.   If the Lake Belt
permits were ultimately set aside or quarrying operations under them restricted,
Rinker would need to source aggregates, to the extent available, from other
locations in Florida or import aggregates.  This would likely affect
Rinker's profits.  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).

     

    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        

      

    

     

    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, Parent’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, the cost of
which may have an impact on our operating results.  As of December 31,
2007, the market value of carbon dioxide allowances for Phase I was 0.03 € per
ton while the price of allowances for Phase II was approximately 22.43 € per
ton.  We are taking all the measures to minimize our exposure to this
market while assuring the supply of our products to our
clients.

     

    The
U.K. government's NAP for phase two of the trading scheme (2008 to 2012) has
been approved by the European Commission.  Under this NAP, our cement
plant in Rugby has only been allocated 80% of the allowances it has under the
current NAP, representing a shortfall of 228,414 allowances per year, while
competitor plants have been awarded additional allowances compared to phase one
(2005 to 2007).  The estimated cost of purchasing allowances to make
up for this shortfall is approximately €4 million per year over the five-year
period of phase two, depending on the prevailing market price.  Legal
challenges to the allocation were pursued both in the U.K. domestic courts and
the European Court of First Instance, but these challenges have now been
withdrawn.

     

    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 a reasonable
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 April
2009

     

    Latvian
and Polish NAP for phase two of the trading scheme have been reviewed by the
European Commission.  However, final approvals are conditioned on
major changes.  Until each country publishes its allocation per site,
it is premature for us to draw conclusions concerning our situation or to
fine-tune our strategy.

     

    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    

     

    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
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.

     

    The
Latvian government filed an appeal in August 2007 before the Court of First
Instance in Luxembourg regarding the European Commission's rejection of the
initial version of the Latvian NAP for the years 2008 to 2012.

     

    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).  The tax payable by Mexican companies in respect of the
2005 tax year pursuant to these amendments was due upon filing their annual tax
returns in March 2006.  We believe these amendments are contrary to
Mexican constitutional principles, and on August 8, 2005, we filed a motion in
the Mexican federal courts challenging the constitutionality of the
amendments.  On December 23, 2005, we obtained a favorable ruling from
the Mexican federal court that the amendments were unconstitutional; however,
the Mexican tax authority has appealed this ruling, and it is pending
resolution.  If the final ruling is not favorable to us, these
amendments may have a material impact on us.

     

    In
addition, on March 20, 2006, we filed another motion 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
has appealed the ruling, which is pending resolution.

    


    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).

     

    
      
        
        

      

      
        -84-

        
          

        

      

      
        
        

      

    

     

    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 March 31, 2008, the Philippine Bureau of Internal Revenue (BIR), 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.$47. 75 Million
as of March 31, 2008, based on an exchange rate of Philippine Pesos 41.76 to
U.S.$1.00, which was the Philippine Peso/Dollar exchange rate on March 31, 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.$25.8 Million as of March 31, 2008, based
on an exchange rate of Philippine Pesos 41.76 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 the date hereof resolution is still pending.

     

    Venezuelan
Nationalization

    


    On April 3, 2008, the Government of
Venezuela announced its decision to nationalize the cement industry.
 The Government of Venezuela has stated
that it intends to have a participation of at least 60% in each cement producer,
with full operational and administrative control, but has also expressed that,
if required, it will be able to acquire a 100% participation. The Government of
Venezuela and CEMEX have appointed representatives for this process. The
Government of Venezuela will conduct a due diligence review, followed by a
determination of a price to be paid as compensation for the
nationalization.

    


    In
the event of any disagreement or dispute, CEMEX has advised the Government of
Venezuela that its investment was made by CEMEX subsidiaries in Spain and The
Netherlands, and therefore that the Bilateral Investment Treaties Venezuela
signed with those countries will govern the resolution of any such disagreements
or disputes.

     

    
      
        
        

      

      
        -85-

        
          

        

      

      
        
        

      

    

     

    Other
Legal Proceedings

     

    In
March 2001, 42 transporters filed a civil liability suit in the civil court of
Ibague, Colombia, against three of our Colombian subsidiaries.  The
plaintiffs contend that these subsidiaries are responsible for alleged damages
caused by the breach of raw material transportation contracts.  The
plaintiffs asked for relief in the amount of CoP127,242 million (approximately
U.S.$ 72 million as of April 24, 2007, based on an exchange rate of CoP1765 to
U.S.$1.00, which was the Colombian Peso/Dollar exchange rate on April 24, 2008,
as published by the Banco de la República de Colombia, the central bank of
Colombia).  On February 23, 2006, CEMEX Colombia was notified of the
judgment of the court, dismissing the claims of the plaintiffs.  The
case is currently under review by the appellate court.

     

    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
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’s 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 21st January, 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
$370,000,000,000 (approximately U.S.$ 190 million as of April 24, 2007,
based on an exchange rate of CoP1765 to U.S.$1.00, which was the Colombian
Peso/Dollar exchange rate on April 24, 2008, as published by the Banco de la
República de Colombia), instead of
being allowed to post an insurance policy to secure such 

     

    
      
        
        

      

      
        -86-

        
          

        

      

      
        
        

      

    

     

    recovery. CEMEX Colombia asked for
reconsideration, and the court allowed CEMEX Colombia to present an insurance policy.
Nevertheless, CEMEX appealed this decision, in order to reduce the amount of
the insurance policy, and also asked that this guarantee should be covered by
all of the defendants in this 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 have appealed. The appeal
hearing took place on May 14, 2008 and the appeal was dismissed. The lawsuit
will proceed at the level of court of instance. As of today the defendants are
assessing whether or not to file a complaint before the Federal High Court. In
the meantime, CDC has had acquired new assigners and announced to increase the
claim to 131m€.  As of March 31, 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 Kastela 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
Kastela 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; (ii) on May 17, 2006, a possessory action against the cities of Kastela
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, and (iii) on May 17, 2006, an administrative
proceeding before the State Lawyer, seeking a declaration from 

     

    
      
        
        

      

      
        -87-

        
          

        

      

      
        
        

      

    

     

    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 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 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 have
filed an appeal against the said judgment.  Currently it is difficult
for Dalmacijacement to ascertain the approximate economic impact of these
measures by Kastela and Solin.  These cases are currently under review
by the courts and applicable administrative entities in Croatia, and it is
expected that these proceedings will continue for several years before
resolution.

     

    Club
of Environmental Protection, a Latvian environmental protection organization,
has initiated a court administrative proceeding against the amended
environmental pollution permit for the Broceni Cement Plant in Latvia, owned by
CEMEX SIA. This case is currently under review by the first instance of the
administrative court, and it is expected that the case will continue for a few
years if the parties appeal further to the next court instances. Dispute of the
decision shall not suspend the operation and validity of the permit during the
court proceedings, allowing CEMEX SIA to continue to operate fully. If the court
decides to cancel or invalidate the permit, CEMEX SIA will not be allowed to
perform the activities covered by the permit. The permit subject to this
proceeding was issued for the existing cement line, which will be fully
substituted in 2009 by a new cement line currently under construction at the
Broceni plant.

    


    The
Australian Competition and Consumer Commission (ACCC) is completing a formal
investigation of suspected breaches of the Trade Practices Act by companies of
the Cement Australia partnership (in which CEMEX Australia – formerly called
Rinker Australia – has a 25% stake) commencing in 2001.  The conduct
being investigated is the alleged tying-up of the fly-ash market in
Queensland.  Documents have been produced and the ACCC has conducted
records of interviews with relevant employees.

     

     

    
      
        
        

      

      
        -88-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
5.10

    


    SUBSIDIARIES

    


    


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

    CEMEX
MEXICO, S.A. DE C.V.

    CEMEX UK OPERATIONS
LIMITED

    RINKER MATERIALS
LLC

    CEMEX EGYPTIAN INVESTMENTS
B.V.

    CEMEX COLOMBIA,
S.A.

    CEMEX ESPAÑA, S.A.

    CEMEX CONCRETOS, S.A. DE
C.V.

    CEMEX
 AUSTRALIA HOLDINGS PTY LIMITED

     

     

    
      
        
        

      

      
        -89-

        
          

        

      

      
        
        

      

    

     

     

    

      SCHEDULE 7.14
(e)

       

    

    
      COMPARABLE
DEBT FACILITY

    

    


    


    A
description of all Comparable Debt Facility is provided below:


    
      	
              I.-

            	
              C10
      CAPITAL (SPV) LIMITED U.S.$900,000,000 6.722% Fixed to Floating Rate
      Callable Perpetual Debenture:

            


    

    


    
      	
               
      

            	
              A)

            	
              Purchase
      Agreement dated 11 December 2006 between C10 Capital (SPV) Limited, New
      Sunward Holding Financial Ventures B.V., New Sunward Holding B.V., CEMEX,
      S.A.B. de C.V. and CEMEX México, S.A. de C.V.;
  and

            


    

    
      	
               
      

            	
              B)

            	
              Note
      Indenture dated 18 of December 2006 between New Sunward Holding Financial
      Ventures B.V., New Sunward Holding B.V., CEMEX, S.A.B. de C.V. and CEMEX
      México, S.A. de C.V. and Bank of New
York.

            


    

    


    
      	
              II.-

            	
              C5
      CAPITAL (SPV) LIMITED U.S.$350,000,000 6.196% Fixed to Floating Rate
      Callable Perpetual Debenture:

            


    

    


    
      	
               
      

            	
              A)

            	
              Purchase
      Agreement dated 11 December 2006 between C5 Capital (SPV) Limited, New
      Sunward Holding Financial Ventures B.V., New Sunward Holding B.V., CEMEX,
      S.A.B. de C.V. and CEMEX México, S.A. de C.V.;
  and

            


    

    
      	
               
      

            	
              B)

            	
              Note
      Indenture dated 18 of December 2006 between New Sunward Holding Financial
      Ventures B.V., New Sunward Holding B.V., CEMEX, S.A.B. de C.V. and CEMEX
      México, S.A. de C.V. and Bank of New
York.

            


    

    


    
      	
              III.-

            	
              C8
      CAPITAL (SPV) LIMITED U.S.$750,000,000 6.640% Fixed to Floating Rate
      Callable Perpetual Debenture:

            


    

    


    
      	
               
      

            	
              A)

            	
              Purchase
      Agreement dated 12 February 2007 between C8 Capital (SPV) Limited, New
      Sunward Holding Financial Ventures B.V., New Sunward Holding B.V., CEMEX,
      S.A.B. de C.V. and CEMEX México, S.A. de C.V.;
  and

            


    

    
      	
               
      

            	
              B)

            	
              Note
      Indenture dated 12 of February 2007 between 2006 between New Sunward
      Holding Financial Ventures B.V., New Sunward Holding B.V., CEMEX, S.A.B.
      de C.V. and CEMEX México, S.A. de C.V. and Bank of New
    York.

            


    

    


    
      	
              IV.-

            	
              C10-EUR
      CAPITAL (SPV) LIMITED EUR 730,000,000 6.277% Fixed to Floating Rate
      Callable Perpetual Debenture:

            


    

    


    
      	
               
      

            	
              A)

            	
              Purchase
      Agreement dated 3 May 2007 between C10-EUR Capital (SPV) Limited, New
      Sunward Holding Financial Ventures B.V., New Sunward Holding B.V., CEMEX,
      S.A.B. de C.V. and CEMEX México, S.A. de C.V.;
  and

            


    

    
      	
               
      

            	
              B)

            	
              Note
      Indenture dated 9 May 2007 between New Sunward Holding Financial Ventures
      B.V., New Sunward Holding B.V., CEMEX, S.A.B. de C.V. and CEMEX México,
      S.A. de C.V. and Bank of New York.

            


    

     

    
      
        
        

      

      
        -90-

        
          

        

      

      
        
        

      

    

     

    
      	
              V.-

            	
              CEMEX,
      S.A.B. DE C.V. U.S.$700 million revolving credit facility dated June 24,
      2004, as from time to time amended, guaranteed by CEMEX Mexico, S.A. de
      C.V. and Empresas Tolteca de México, S.A. de
  C.V.

            


    

    


    
      	
              VI.-

            	
              CEMEX,
      S.A.B. DE C.V. U.S. $1,200 million revolving credit facility dated May 31,
      2005, as from time to time amended, guaranteed by CEMEX Mexico, S.A. de
      C.V. and Empresas Tolteca de México, S.A. de
  C.V.

            


    

    


    
      	
              VII.-

            	
              New
      Sunward Holding B.V. US $700 million facilities agreement dated 27 June
      2005, as from time to time amended, guaranteed by CEMEX, S.A. DE C.V.,
      CEMEX Mexico, S.A. de C.V. and Empresas Tolteca de México, S.A. de
      C.V.

            


    

    


    


    
      
        
        

      

      
        -91-

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

     

     

    FORM
OF

    SENIOR
UNSECURED MATURITY LOAN “A” AGREEMENT

     

    among

     

    NEW
SUNWARD HOLDING B.V.,

    as
Borrower

     

    and

     

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

    as
Guarantor

     

    and

     

    CEMEX
MÉXICO, S.A. de C.V.,

    as
Guarantor

     

    and

     

    HSBC
SECURITIES (USA) INC.,

    as
Sole Structuring Agent

     

    and

     

    HSBC
SECURITIES (USA) INC.,

    BANCO
SANTANDER, S.A. and THE ROYAL BANK OF SCOTLAND PLC

     

    as
Joint Lead Arrangers and Joint Bookrunners

     

    and

     

    The
Several Lenders Party Hereto,

    as
Lenders

     

    and

     

    ING
CAPITAL LLC,

    as
Administrative Agent

     

    
      Up
to U.S.$525,000,000

       

      Dated
as of [ ]

       

      


      
        

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
TABLE OF CONTENTS

        
        

         

      

      Page

    

    
      	
               

              ARTICLE
      I

               

            	
               

              DEFINITIONS

               

            	
               

              2

               

            
	 
      	
              1.01

            	
              Certain
      Definitions

            	
              2

            
	 
      	
              1.02

            	
              Other Definitional
      Provisions.

            	
              15

            
	 
      	
              1.03

            	
              Accounting Terms and
      Determinations

            	
              15

            
	
               

              ARTICLE
      II

               

            	
               

              THE
      LOAN FACILITIES

               

            	
               

              16

               

            
	 
      	
              2.01

            	
              Loans.

            	
              16

            
	 
      	
              2.02

            	
              Interest.

            	
              16

            
	
               

              ARTICLE
      III

               

            	
               

              TAXES,
      PAYMENT PROVISIONS

               

            	
               

              17

               

            
	 
      	
              3.01

            	
              Taxes.

            	
              17

            
	 
      	
              3.02

            	
              General Provisions as to
      Payments.

            	
              19

            
	 
      	
              3.03

            	
              Funding
    Losses

            	
              20

            
	 
      	
              3.04

            	
              Basis for Determining Interest
      Rate Inadequate or Unfair

            	
              20

            
	 
      	
              3.05

            	
              Capital
      Adequacy

            	
              21

            
	 
      	
              3.06

            	
              Illegality.

            	
              21

            
	 
      	
              3.07

            	
              Requirements of
      Law

            	
              22

            
	 
      	
              3.08

            	
              Substitute
      Lenders

            	
              23

            
	 
      	
              3.09

            	
              Sharing of Payments in connection
      with the Loans, Etc.

            	
              23

            
	
               

              ARTICLE
      IV

               

            	
               

              CONDITIONS
      PRECEDENT

               

            	
               

              24

               

            
	 
      	
              4.01

            	
              Loan
    Documents

            	
              24

            
	 
      	
              4.02

            	
              Opinions of Borrower’s and each
      Guarantor’s Counsel

            	
              24

            
	 
      	
              4.03

            	
              Representations and
      Warranties

            	
              24

            
	 
      	
              4.04

            	
              Conditions to
      Conversion

            	
              24

            
	 
      	
              4.05

            	
              Officer’s
      Certificate

            	
              24

            
	
               

              ARTICLE
      V

               

            	
               

              REPRESENTATIONS
      AND WARRANTIES OF THE BORROWER

               

            	
               

              25

               

            
	 
      	
              5.01

            	
              Corporate Existence and
      Power.

            	
              25

            
	 
      	
              5.02

            	
              Power and Authority; Enforceable
      Obligations.

            	
              25

            
	 
      	
              5.03

            	
              Compliance with Law and Other
      Instruments

            	
              25

            
	 
      	
              5.04

            	
              Consents/Approvals

            	
              25

            
	 
      	
              5.05

            	
              No Immunity

            	
              26

            
	 
      	
              5.06

            	
              Governmental
      Regulations.

            	
              26

            
	 
      	
              5.07

            	
              Direct Obligations; Pari
      Passu

            	
              26

            
	 
      	
              5.08

            	
              No Recordation
      Necessary.

            	
              26

            
	 
      	
              5.09

            	
              Choice of Law; Submission to
      Jurisdiction and Waiver of Sovereign Immunity

            	
              26

            
	 
      	
              5.10

            	
              Margin
      Regulations

            	
              27

            
	 
      	
              5.11

            	
              Solvency

            	
              27

            
	 
      	
              5.12

            	
              Dutch Works Council
      Act

            	
              27

            
	
               

              ARTICLE
      VI

               

            	
               

              REPRESENTATIONS
      AND WARRANTIES OF THE GUARANTORS

               

            	
               

              27

               

            
	 
      	
              6.01

            	
              Corporate Existence and
      Power.

            	
              27

            
	 
      	
              6.02

            	
              Power and Authority; Enforceable
      Obligations.

            	
              27

            
	 
      	
              6.03

            	
              Compliance with Law and Other
      Instruments

            	
              28

            
	 
      	
              6.04

            	
              Consents/Approvals

            	
              28

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    
      
        
TABLE OF CONTENTS 

          
          

          (Continued)

        

        Page

         

      

    

    
      	 
      	
              6.05

            	
              No Immunity

            	
              28

            
	 
      	
              6.06

            	
              Governmental
      Regulations.

            	
              28

            
	 
      	
              6.07

            	
              Direct Obligations; Pari
      Passu.

            	
              28

            
	 
      	
              6.08

            	
              No Recordation
      Necessary

            	
              29

            
	 
      	
              6.09

            	
              Choice of Law; Submission to
      Jurisdiction and Waiver of Sovereign Immunity

            	
              29

            
	 
      	
              6.10

            	
              Solvency

            	
              29

            
	
               

              ARTICLE
      VII

               

            	
               

              AFFIRMATIVE
      COVENANTS APPLICABLE TO THE LOANS

               

            	
               

              29

               

            
	 
      	
              7.01

            	
              Financial Reports and Other
      Information

            	
              29

            
	 
      	
              7.02

            	
              Notice of Default and
      Litigation

            	
              30

            
	 
      	
              7.03

            	
              Compliance with Laws and
      Contractual Obligations, Etc.

            	
              31

            
	 
      	
              7.04

            	
              Payment of
      Obligations

            	
              31

            
	 
      	
              7.05

            	
              Maintenance of
      Insurance

            	
              31

            
	 
      	
              7.06

            	
              Conduct of Business and
      Preservation of Corporate Existence

            	
              31

            
	 
      	
              7.07

            	
              Books and
      Records

            	
              31

            
	 
      	
              7.08

            	
              Maintenance of Properties,
      Etc.

            	
              31

            
	 
      	
              7.09

            	
              Pari Passu
      Ranking

            	
              32

            
	 
      	
              7.10

            	
              Transactions with
      Affiliates

            	
              32

            
	 
      	
              7.11

            	
              Maintenance of Governmental
      Approvals

            	
              32

            
	 
      	
              7.12

            	
              Inspection of
      Property

            	
              32

            
	
               

              ARTICLE
      VIII

               

            	
               

              NEGATIVE
      COVENANTS APPLICABLE TO THE LOANS

               

            	
               

              33

               

            
	 
      	
              8.01

            	
              Financial
      Conditions.

            	
              33

            
	 
      	
              8.02

            	
              Liens

            	
              33

            
	 
      	
              8.03

            	
              Consolidations and
      Mergers

            	
              35

            
	 
      	
              8.04

            	
              Sales of Assets,
      Etc.

            	
              35

            
	 
      	
              8.05

            	
              Change in Nature of
      Business

            	
              36

            
	 
      	
              8.06

            	
              Margin
      Regulations

            	
              36

            
	
               

              ARTICLE
      IX

               

            	
               

              OBLIGATIONS
      OF GUARANTORS

               

            	
               

              36

               

            
	 
      	
              9.01

            	
              The
Guaranty

            	
              36

            
	 
      	
              9.02

            	
              Nature of
      Liability

            	
              36

            
	 
      	
              9.03

            	
              Unconditional
      Obligations

            	
              36

            
	 
      	
              9.04

            	
              Independent
      Obligation

            	
              37

            
	 
      	
              9.05

            	
              Waiver of
      Notices

            	
              37

            
	 
      	
              9.06

            	
              Waiver of
      Defenses

            	
              37

            
	 
      	
              9.07

            	
              Bankruptcy and Related
      Matters.

            	
              38

            
	 
      	
              9.08

            	
              No
    Subrogation

            	
              39

            
	 
      	
              9.09

            	
              Right of
      Contribution

            	
              40

            
	 
      	
              9.10

            	
              General Limitation on
      Guaranty

            	
              40

            
	 
      	
              9.11

            	
              Covenants of the
      Guarantors

            	
              40

            
	
               

              ARTICLE
      X

               

            	
               

              EVENTS
      OF DEFAULT

               

            	
               

              40

               

            
	 
      	
              10.01

            	
              Events of Default Applicable to
      the Loans

            	
              40

            
	 
      	
              10.02

            	
              Remedies.

            	
              43

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    
      
TABLE
OF CONTENTS

      (Continued)

       

      Page

       

    

    
      	 
      	
              10.03

            	
              Notice of
      Default

            	
              43

            
	
               

              ARTICLE
      XI

               

            	
               

              THE
      ADMINISTRATIVE AGENT

               

            	
               

              43

               

            
	 
      	
              11.01

            	
              Appointment and
      Authorization.

            	
              43

            
	 
      	
              11.02

            	
              Delegation of
      Duties

            	
              43

            
	 
      	
              11.03

            	
              Liability of Administrative
      Agent

            	
              44

            
	 
      	
              11.04

            	
              Reliance by Administrative
      Agent.

            	
              44

            
	 
      	
              11.05

            	
              Notice of
      Default

            	
              44

            
	 
      	
              11.06

            	
              Credit
    Decision

            	
              45

            
	 
      	
              11.07

            	
              Indemnification.

            	
              45

            
	 
      	
              11.08

            	
              Administrative Agent in its
      Individual Capacity

            	
              46

            
	 
      	
              11.09

            	
              Successor Administrative
      Agent

            	
              46

            
	
               

              ARTICLE
      XII

               

            	
               

              THE
      STRUCTURING AGENT

               

            	
               

              47

               

            
	 
      	
              12.01

            	
              The Structuring
      Agent

            	
              47

            
	 
      	
              12.02

            	
              Liability of Structuring
      Agent

            	
              47

            
	 
      	
              12.03

            	
              Structuring Agent in its
      Individual Capacity

            	
              47

            
	 
      	
              12.04

            	
              Credit
    Decision

            	
              47

            
	
               

              ARTICLE
      XIII

               

            	
               

              MISCELLANEOUS

               

            	
               

              48

               

            
	 
      	
              13.01

            	
              Notices.

            	
              48

            
	 
      	
              13.02

            	
              Amendments and
      Waivers

            	
              48

            
	 
      	
              13.03

            	
              No Waiver; Cumulative
      Remedies

            	
              49

            
	 
      	
              13.04

            	
              Payment of Expenses,
      Etc

            	
              49

            
	 
      	
              13.05

            	
              Indemnification

            	
              50

            
	 
      	
              13.06

            	
              Successors and
      Assigns.

            	
              50

            
	 
      	
              13.07

            	
              Right of
      Set-off

            	
              52

            
	 
      	
              13.08

            	
              Confidentiality

            	
              53

            
	 
      	
              13.09

            	
              Use of English
      Language

            	
              53

            
	 
      	
              13.10

            	
              GOVERNING
    LAW

            	
              53

            
	 
      	
              13.11

            	
              Submission to
      Jurisdiction.

            	
              53

            
	 
      	
              13.12

            	
              Appointment of Agent for Service
      of Process.

            	
              54

            
	 
      	
              13.13

            	
              Waiver of Sovereign
      Immunity

            	
              55

            
	 
      	
              13.14

            	
              Judgment
      Currency.

            	
              55

            
	 
      	
              13.15

            	
              Counterparts

            	
              56

            
	 
      	
              13.16

            	
              USA PATRIOT
    Act

            	
              56

            
	 
      	
              13.17

            	
              Severability

            	
              56

            
	 
      	
              13.18

            	
              Survival of Agreements and
      Representations.

            	
              56

            


    

    


    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    SCHEDULES

     

    
      	
              Schedule
      2.01(a)

               

            	
              --

               

            	
              Loans

               

            
	
              Schedule
      2.01(b)

               

            	
              --

               

            	
              Lending
      Offices

               

            
	
              Schedule
      2.01(c)

               

            	
              --

               

            	
              Notice
      Details

               

            
	
              EXHIBITS

               

            	 
      	 
      
	
              Exhibit
      A

               

            	
              --

               

            	
              Form
      of Maturity “A” Note

               

            
	
              Exhibit
      B

               

            	
              --

               

            	
              Notice
      of Continuation

               

            
	
              Exhibit
      C

               

            	
              --

               

            	
              Form
      of Assignment and Assumption Agreement

               

            
	
              Exhibit
      D

               

            	
              --

               

            	
              Form
      of Opinion of Special New York Counsel to the Credit

               

            
	 
      	 
      	
              Parties

               

            
	
              Exhibit
      E

               

            	
              --

               

            	
              Form
      of Opinion of In-House Counsel to the Credit Parties

               

            
	
              Exhibit
      F

               

            	
              --

               

            	
              Form
      of Opinion of Dutch Counsel to the Credit Parties

               

            


    

     

    
 

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    SENIOR UNSECURED MATURITY
LOAN “A” AGREEMENT

     

    SENIOR
UNSECURED MATURITY LOAN “A” AGREEMENT, dated as of [●]1, among NEW SUNWARD HOLDING B.V. (the
“Borrower”), a
private company with limited
liability formed under the laws of The Netherlands with its corporate
seat in Amsterdam, The Netherlands, CEMEX, S.A.B. de C.V. (the
“Parent”), a
sociedad anónima bursátil de
capital variable organized and existing pursuant to the laws of the
United Mexican States, CEMEX
MÉXICO, S.A. de C.V. (“CEMEX Mexico” and
together with the Parent, the “Guarantors”), a sociedad anonima de capital variable
organized and existing pursuant to the laws of the United Mexican States,
the several lenders party hereto, HSBC SECURITIES (USA) INC., as sole
structuring agent (in such capacity, together with its successors and assigns,
if any, in such capacity, the “Structuring Agent”),
HSBC SECURITIES (USA) INC., BANCO SANTANDER, S.A. and THE ROYAL BANK OF SCOTLAND PLC
as joint lead arrangers and joint bookrunners (the “Joint Lead
Arrangers”), and ING
Capital LLC, as administrative agent (in such capacity, together with its
successors and assigns, if any, in such capacity, the “Administrative
Agent”).

     

    RECITALS

     

    WHEREAS, the Senior Unsecured
Dutch Loan “A” Agreement, dated as of June 2, 2008, by and among the Borrower,
each Guarantor, HSBC SECURITIES (USA) INC., as sole structuring agent, HSBC
SECURITIES (USA) INC., BANCO SANTANDER, S.A. AND THE ROYAL BANK OF SCOTLAND PLC
as joint lead arrangers and joint bookrunners, ING Capital LLC, as
administrative agent and each lender party hereto, as such agreement may be
amended, modified or supplemented from time to time (the “Dutch Loan “A”
Agreement”) permits the Borrower to convert its Dutch Loans outstanding
thereunder into Loans outstanding under this Agreement, subject to the
satisfaction or waiver of certain conditions to such conversion;

     

    WHEREAS, the Dutch Loan “A” Agreement permits
the Borrower to convert each Lender’s Dutch Loan under the Dutch Loan “A”
Agreement into a Loan pursuant to this Agreement and exchange its Dutch “A” Note
for a Maturity “A” Note in the identical principal amount;

     

    NOW, THEREFORE, each of the
parties hereto hereby agrees as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    1.01     Certain
Definitions.  As used in this Agreement, the following terms
shall have the following meanings:

     

    “Acquired Subsidiary”
means any Subsidiary acquired by the Parent or any other Subsidiary after the
date hereof in an Acquisition, and any Subsidiaries of such Acquired Subsidiary
on the date of such Acquisition.

     

    “Acquiring Subsidiary”
means any Subsidiary of the Parent or any one of its Subsidiaries solely for the
purpose of participating as the acquiring party in any Acquisition, and any
Subsidiaries of such Acquiring Subsidiary acquired in such
Acquisition.

    ________________________

    1        
To be executed on
Conversion Date.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “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 any Person who is
deemed to be a Subsidiary under this Agreement and was not a Subsidiary prior
thereto.

     

    “Act” has the meaning
specified in Section
13.16.

     

    “Adjusted Consolidated Net
Tangible Assets” means, with respect to the Parent, the total assets of
the Parent and its Subsidiaries (less applicable depreciation, amortization and
other valuation reserves), including any write-ups or restatements required
under Applicable GAAP (other than with respect to items referred to in clause
(ii) below), after deducting therefrom (i) all current liabilities
of such Person and its Subsidiaries (excluding the current portion of long-term
debt) and (ii) all goodwill, trade names, trademarks, licenses, concessions,
patents, unamortized debt discount and expense and other intangibles, all as
determined on a consolidated basis in accordance with Applicable
GAAP.

     

    “Administrative Agent”
means ING Capital LLC, in its capacity as administrative agent for each of the
Lenders, and its successors and assigns in such capacity.

     

    “Administrative Agent’s
Payment Office” means the Administrative Agent’s address for payments set
forth on the signature pages hereof or such other address as the Administrative
Agent may from time to time specify to the other parties hereto pursuant to the
terms of this Agreement.

     

    “Affected Lender” has
the meaning specified in Section 3.06(a).

     

    “Affiliate” means, in
relation to any Person, a Subsidiary of that Person or a Holding Company of that
Person or any other Subsidiary of that Holding Company.

     

    “Agreement” means this
Senior Unsecured Maturity Loan “A” Agreement, as the same may hereafter be
amended, supplemented or otherwise modified from time to time.

     

    “Applicable GAAP”
means, with respect to any Person, Mexican FRS or other generally accepted
accounting principles required to be applied to such Person in the jurisdiction
of its incorporation or organization and used in preparing such Person’s
financial statements.

     

    “Applicable Margin”
means, at any date, 1%.

     

    “Assignee” has the
meaning specified in Section
13.06(b).

     

    “Assignment and Assumption
Agreement” means an assignment and assumption agreement in substantially
the form of Exhibit
C.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “Assignor” has the
meaning specified in Section
13.06(b).

     

    “Base Rate” means, for
any day, the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus
1/2% per annum, in each case as in effect for such day.  Any change in
the Prime Rate announced by the Reference Banks shall take effect at the opening
of business on the day specified in the public announcement of such
change.

     

    “Base Rate Loan” means
any Loan made or maintained at a rate of interest calculated with reference to
the Base Rate.

     

    “Borrower” has the
meaning specified in the preamble hereto.

     

    “Business Day” means
any day other than a Saturday or Sunday or other day on which commercial banks
in New York City, New York, Amsterdam, The Netherlands, Madrid, Spain or Mexico
City, Mexico are authorized or required by law to close.

     

    “Capital Lease” means,
as to any Person, any lease that is capitalized on the balance sheet of such
Person prepared in accordance with Applicable GAAP.

     

    “Capital Stock” means
any and all shares, interests, participations or other equivalents (however
designed) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all warrants,
rights or options to purchase any of the foregoing.

     

    “CEMEX Mexico” has the
meaning specified in the preamble hereto.

     

    “Code” means the
Internal Revenue Code of 1986, as amended.

     

    “Competitor” means any
Person engaged in the business of producing, distributing, and marketing cement,
ready-mix concrete, aggregates, and related building materials.

     

    “Confidential
Information” means
information that a Credit Party furnishes to the Administrative Agent,
the Structuring Agent, the Joint Lead Arrangers or any Lender in a writing
designated as confidential, but does not include any such information that is or
becomes generally available to the public or that is or becomes available to the
Administrative Agent, the Structuring Agent, the Joint Lead Arrangers or such
Lender from a source other than a Credit Party that is not, to the best of the
Administrative Agent’s, the Structuring Agent’s, the Joint Lead Arrangers’ or
such Lender’s knowledge, acting in violation of a confidentiality agreement with
the Credit Party or any other Person.

     

    “Consolidated Fixed
Charges” means, for any period, the sum (without duplication) of (a)
Consolidated Interest Expense for such period and (b) to the extent not included
in (a) above, payments during such period in respect of the financing costs of
financial derivatives in the form of equity swaps.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    “Consolidated Fixed Charge
Coverage Ratio” means, for any period of four consecutive fiscal
quarters, the ratio of (a) EBITDA for such period to (b) Consolidated Fixed
Charges for such period.

     

    “Consolidated Interest
Expense” means, for any period, the total gross interest expense of the
Parent and its consolidated Subsidiaries allocable to such period in accordance
with Applicable GAAP.

     

    “Consolidated Net
Debt” means, at any date, the sum (without duplication) of (a) the
aggregate amount of all Debt of the Parent 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 (save to the extent cash
collateralized) minus (c) all
Temporary Investments of the Parent and its Subsidiaries at such
date.

     

    “Consolidated Net Debt /
EBITDA Ratio” means, the ratio of (a) Consolidated Net Debt to (b) EBITDA
for any period of four consecutive fiscal quarters immediately preceding, which
shall be calculated based on the most recent available consolidated financial
statements of the Parent and its Subsidiaries.

     

    “Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any indenture, mortgage, deed of trust, loan agreement or
other agreement to which such Person is a party or by which it or any of its
property or assets is bound.

     

    “Conversion Date” has
the meaning set forth in Article
IV.

     

    “Conversion Notice”
shall have the meaning given such term in the Dutch Loan “A”
Agreement.

     

    “Credit Party” means
the Borrower or a Guarantor.

     

    “Credit Parties” means
the Borrower and the Guarantors.

     

    “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 and (vii) all obligations of such Person under repurchase
agreements for the stock issued by such Person or another Person.  For
the avoidance of doubt, Debt does not include Derivatives.  With
respect to the Parent 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 Parent 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 Parent and its Subsidiaries, then Debt
shall increase by the absolute value thereof.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    “Debt Currency
Derivatives” means derivatives of the Parent and its Subsidiaries related
to currency entered into for the purposes of hedging exposures under outstanding
Debt of the Parent and its Subsidiaries, including but not limited to
cross-currency swaps and currency forwards.

     

    “Default” means any
condition, event or circumstance which, with the giving of notice or lapse of
time or both, would, unless cured or waived, become an Event of
Default.

     

    “Derivatives” means
any type of derivative obligations, including but not limited to equity
forwards, capital hedges, cross-currency swaps, currency forwards, interest rate
swaps and swaptions.

     

    “Disposition” means,
with respect to any property, any sale, lease, sale and leaseback, assignment,
conveyance, transfer or other disposition thereof.

     

    “Dollars,” “$” and “U.S.$” each means the
lawful currency of the United States.

     

    “Dutch “A” Note” has
the meaning set forth in the Dutch Loan “A” Agreement.

     

    “Dutch Financial Supervision
Act” means the Dutch Financial Supervision Act (Wet op het financieel
toezicht) and the rules and regulations promulgated
thereunder.

     

    “Dutch Loan “A”
Agreement” has the meaning set forth in the Recitals.

     

    “Dutch Loan Closing
Date” means June 2, 2008.

     

    “Dutch Loans” means
the Loans as defined in and existing pursuant to the Dutch Loan “A”
Agreement.

     

    “EBITDA” means, for
any period, the sum for the Parent 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 Applicable GAAP consistently applied for such
period.  For the purposes of calculating EBITDA for any period of four
consecutive fiscal quarters (each, a “Reference Period”)
pursuant to any determination of the Consolidated Net Debt / EBITDA Ratio (but
not Consolidated Fixed Charge Coverage Ratio), (i) if at any time during such
Reference Period the Parent or any of its Subsidiaries shall have made any
Material Disposition, the EBITDA for such Reference 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 Reference Period (but when the
Material Disposition is by way of lease, income received by the Parent or any of
its Subsidiaries under such lease shall be included in EBITDA) and (ii) if at
any time during such Reference Period the Parent or any of its Subsidiaries
shall have made any Material Acquisition, EBITDA for such Reference 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 Reference
Period.  Additionally, if since the beginning of such Reference Period
any Person that subsequently shall have become a Subsidiary or was merged or
consolidated with the Parent or any of its Subsidiaries as a result of a
Material Acquisition occurring during such Reference Period shall have made any
Disposition or Acquisition of 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    property
that would have required an adjustment pursuant to clause (i) or (ii) above if made by
the Parent or any of its Subsidiaries during such Reference 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
Reference Period.

     

    “Environmental Action”
means any audit procedure, action, suit, demand, demand letter, claim, notice of
non-compliance or violation, notice of liability or potential liability,
investigation, proceeding, consent order or consent agreement relating in any
way to any Environmental Law, Environmental Permit or Hazardous Materials or
arising from alleged injury or threat of injury to health, safety or the
environment, including (a) by any Governmental Authority for enforcement,
cleanup, removal, response, remedial or other actions or damages and (b) by any
Governmental Authority or any third party for damages, contribution,
indemnification, cost recovery, compensation or injunctive relief.

     

    “Environmental Law”
means any federal, state, local or foreign statute, law, ordinance, rule,
regulation, technical standard (norma técnica or norma oficial
Mexicana), code, order, judgment, decree or judicial agency
interpretation, policy or guidance relating to pollution or protection of the
environment, health, safety or natural resources, including those relating to
the use, handling, transportation, treatment, storage, disposal, release or
discharge of Hazardous Materials.

     

    “Environmental Permit”
means any permit, approval, identification number, license or other
authorization required under any Environmental Law.

     

    “Event of Default” has
the meaning set forth in Section
10.01.

     

    “Excess Payment” has
the meaning set forth in Section
3.09(a).

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, any Tax Related
Persons or any other recipient of any payment to be made by or on account of any
obligation of the Borrowers hereunder, (i) taxes imposed on or measured by its
overall net income (however denominated), and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable Lending Office is located, (ii) any branch profits taxes imposed by
the United States or any similar tax imposed by any other jurisdiction in which
the Borrowers are located, (iii) United States backup withholding taxes imposed
because of payee underreporting (iv) any withholding tax that is imposed on
amounts payable to a Lender at the time such Lender becomes a party hereto, or
that is imposed due to such Lender’s failure or inability to comply with Section 3.03(f);
provided, however, that Excluded Taxes shall not include (A) any Mexican
withholding tax imposed on payments made by any Guarantor to the Administrative
Agent, any Lender, or any Tax Related Persons under this Agreement or any other
Transaction Documents, or (B) in the case of an assignment, transfer, grant of a
participation, or designation of a new Lending Office by any Lender, withholding
taxes solely to the extent that such withholding taxes are (1) not in
excess of the amounts the Borrower and Guarantors were required to pay or
increase with respect to such Lender pursuant to Section 3.01
immediately prior to such an event, 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    or
(2) imposed as a result of a change in applicable law or regulation
occurring after such event, and (v) Other Taxes.

     

     “Federal Funds Rate”
means for any relevant day, the overnight Federal funds rate as published for
such day in the Federal Reserve Statistical Release H.15 (519) or any successor
publication, or, if such rate is not published for any day, the rate for such
day will be the rate set forth in the daily statistical release designated as
the Composite 3:30 p.m. Quotation for U.S. Government Securities, or any
successor publication, published by the Federal Reserve Bank of New York
(including any such successor, the “Composite 3:30 p.m. Quotation” for such day
under the caption “Federal Funds Effective Rate”).  If on any relevant
day the appropriate rate for such previous day is not yet published in either
H.15 (519) or the Composite 3:30 p.m. Quotations, the rate for such day will be
the arithmetic mean as determined by the Administrative Agent of the rates for
the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New
York City time) on that day by each of three leading brokers of recognized
standing of Federal funds transactions in New York City selected by the
Administrative Agent.

     

    “Federal Reserve
Board” means the Board of Governors of the Federal Reserve System of the
United States.

     

    “Fitch” means Fitch
Ratings, Ltd. and any successor thereto.

     

    “Governmental
Authority” means any branch of power or government or any state,
department or other political subdivision thereof, or any governmental body,
agency, authority (including any central bank or taxing or environmental
authority), any entity or instrumentality (including any court or tribunal)
exercising executive, legislative, judicial, regulatory, administrative or
investigative functions of or pertaining to government.

     

    “Guarantor” has the
meaning specified in the preamble hereto.

     

    “Hazardous Materials”
means (a) radioactive materials, asbestos-containing materials, polychlorinated
biphenyls, radon gas and (b) any other chemicals, materials or substances
designated, classified or regulated as hazardous or toxic or as a pollutant or
contaminant under any applicable Environmental Law.

     

    “Holding Company”
means, in relation to a company or a corporation, any other company or
corporation in respect of which it is a Subsidiary.

     

    “Indebtedness” 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 and (vii) all obligations of such Person
under repurchase agreements for the stock issued by such Person or another
Person.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    “Indemnified Party”
has the meaning specified in Section
13.05.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes arising from any payment made hereunder or
under any other Transaction Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other
Transaction Document.

     

    “Interest Payment
Date” means the last day of each Interest Period for the Loans, the date
of repayment of the Loans and the Maturity Date.  If an Interest
Payment Date falls on a date that is not a Business Day, such Interest Payment
Date shall be deemed to be the next preceding Business Day.

     

    “Interest Period”
means the period (i) commencing on (a) the Conversion Date or (b) in the case of
the continuation of LIBOR Loans for a further Interest Period, on the last day
of the immediately preceding Interest Period and (ii) ending three (3) or six
(6) months thereafter (or any other period that is shorter than three (3) months
if requested by the Borrower and approved by all of the Lenders) as the Borrower
may elect in the Conversion Notice or the applicable Notice of Continuation;
provided that
the foregoing provisions are subject to the following:

     

    (1)        if
any Interest Period would otherwise end on a day that is not a LIBOR Business
Day, such Interest Period shall be extended to the next succeeding LIBOR
Business Day unless the result of such extension would be to carry such Interest
Period into another calendar month, in which event such Interest Period shall
end on the immediately preceding LIBOR Business Day;

     

    (2)        any
Interest Period that begins on the last LIBOR Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last LIBOR Business
Day of the relevant calendar month;

     

    (3)        if
the Borrower shall fail to give notice as provided above, the Borrower shall be
deemed to have selected to continue the Loans for a period ending one (1) month
thereafter; and

     

    (4)        any
Interest Period in respect of the Loans that would otherwise extend beyond the
Maturity Date shall end on the Maturity Date.

     

    “Joint Lead Arrangers”
has the meaning specified in the preamble hereto.

     

    “Judgment Currency”
has the meaning specified in Section
13.14(c).

     

    “Lender” means any
person that holds a Loan, each Assignee that becomes a Lender pursuant to Section 13.06(b), and
each of their respective successors or assigns.

     

    “Lending Office”
means, with respect to any Lender, (a) the office or offices of such Lender
specified as its “Lending Office” or
“Lending
Offices” in Schedule 2.01(b) or
(b) 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    such
other office or offices of such Lender as it may designate as its Lending Office
by notice to the Borrower and the Administrative Agent.

     

    “LIBOR” means,
applicable to any Interest Period, the rate for deposits in Dollars for a period
equal to such Interest Period quoted on the second LIBOR Business Day prior to
the first day of such Interest Period, as such rate appears on Reuters Page
LIBOR01 as of 11:00 a.m. (London time) on such date as determined by the
Administrative Agent and notified to the Lenders and the Borrower on such second
prior LIBOR Business Day.  If LIBOR cannot be determined based on the
Reuters Page LIBOR01, LIBOR means the arithmetic mean (rounded upwards to the
nearest 1/100%) of the rates per annum, as supplied to the Administrative Agent,
quoted by the Reference Banks to prime banks in the London interbank market for
deposits in Dollars at approximately 11:00 a.m. (London time) two (2) LIBOR
Business Days prior to the first day of such Interest Period in an amount
approximately equal to the principal amount of the Loans to which such Interest
Period is to apply and for a period of time comparable to such Interest
Period.

     

    “LIBOR Business Day”
means any Business Day on which commercial banks are open in London for the
transaction of international business, including dealings in Dollar deposits in
the international interbank markets.

     

    “LIBOR Loan” means any
Loan made or maintained at a rate of interest calculated with reference to
LIBOR.

     

    “Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset.  The Parent or any
Subsidiary of the Parent shall be deemed to own, subject to a Lien, any asset
that it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, Capital Lease or other title retention
lease relating to such asset, or any account receivable transferred by it with
recourse (including any such transfer subject to a holdback or similar
arrangement that effectively imposes the risk of collectability on the
transferor).

     

    “Litigation” means any
pending or threatened action, suit, investigation, litigation or proceeding,
including any Environmental Action, affecting the Parent or any of its
Subsidiaries before any court, Governmental Authority or arbitrator that (a)
would be reasonably likely to have a Material Adverse Effect or (b) purports to
affect the legality, validity or enforceability of any Transaction Document or
the consummation of the transactions contemplated thereby.

     

    “Loan” has the meaning
set forth in Section
2.01(a).

     

    “Material Acquisition”
means any (a) acquisition of property or series of related acquisitions of
property that constitutes assets comprising all or substantially all of an
operating unit, division or line of business or (b) acquisition of or other
investment in the Capital Stock of any Subsidiary or any Person which becomes a
Subsidiary or is merged or consolidated with the Parent or any of its
Subsidiaries, in each case, which involves the payment of consideration by the
Parent and its Subsidiaries in excess of U.S.$25,000,000 (or the equivalent in
other currencies).

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, condition
(financial or otherwise), operations, performance, properties or prospects of
the Credit Parties taken as a whole, (b) the validity or enforceability of this
Agreement or any of the Maturity “A” Notes or the rights and remedies of the
Administrative Agent or any Lender under this Agreement or any of the Maturity
“A” Notes or (c) the ability of any Credit Party to perform its Obligations
under this Agreement, the Maturity “A” Notes, the Conversion Notice, any
certificates, waivers, or any other agreement delivered pursuant to this
Agreement.

     

    “Material Debt” means
Debt (other than the Loans) of the Parent and/or one or more of its
Subsidiaries, arising in one or more related or unrelated transactions, in an
aggregate principal amount outstanding exceeding U.S.$50,000,000 (or the
equivalent thereof in other currencies).

     

    “Material Disposition”
means any Disposition of property or series of related Dispositions of property
that yields gross proceeds to the Parent or any of its Subsidiaries in excess of
U.S.$25,000,000 (or the equivalent in other currencies).

     

    “Material Subsidiary”
means, at any date, (a) each Subsidiary of the Parent (if any) (i) the assets of
which, together with those of its Subsidiaries, on a consolidated basis, without
duplication, constitute 5% or more of the consolidated assets of the Parent and
its Subsidiaries as of the end of the then most recently ended fiscal quarter
for which quarterly financial statements have been prepared or (ii) the
operating profit of which, together with that of its Subsidiaries, on a
consolidated basis, without duplication, constitutes 5% or more of the
consolidated operating profit of the Parent and its Subsidiaries for the then
most recently ended fiscal quarter for which quarterly financial statements have
been prepared and (b) each Guarantor.

     

    “Maturity “A” Notes”
has the meaning set forth in Section
2.01(a).

     

    “Maturity Date” means
the earlier of (a) June 30, 2011 or (b) the date on which all outstanding principal, accrued
and unpaid interest with respect to the Loans are paid in
full.

     

    “Mexican FRS” means,
Mexican Financial Reporting Standards (normas de información
financiero) 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, except that for
purposes of Section
8.01, Mexican FRS means Mexican Financial Reporting Standards as in
effect on December 31, 2007 and used in the preparation of the audited
consolidated financial statements of the Parent as delivered pursuant to Section 4.01(b) of
the Dutch Loan “A” Agreement.  In the event that any change in Mexican
FRS as in effect on December 31, 2007, shall occur and such change results in a
change in the method of calculation of financial covenants, standards or terms
in this Agreement, then the Credit Parties 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 FRS with the desired result that
the criteria for evaluating the Parent’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 Credit
Parties, the Administrative Agent and the Required Lenders, all financial


     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    covenants,
standards and terms in this Agreement shall continue to be calculated or
construed as if such change in Mexican FRS had not occurred.

     

    “Mexico” means the
United Mexican States.

     

    “Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.

     

    “Notice of
Continuation” means a notice substantially in the form of Exhibit B attached
hereto and made a part hereof.

     

    “Notice of Default”
has the meaning specified in Section
11.05.

     

    “Obligations” means,
(a) with respect to the Borrower, all of its obligations and liabilities
hereunder, including the Loans, to the Lenders, the Structuring Agent, the Joint
Lead Arrangers and the Administrative Agent now or in the future existing under
or in connection with the Transaction Documents, whether direct or indirect,
absolute or contingent, due or to become due, and (b) with respect to each
Guarantor, all of its indebtedness including the Loans hereunder, obligations
and liabilities to the Lenders, the Structuring Agent, the Joint Lead Arrangers
and the Administrative Agent now or in the future existing under or in
connection with the Transaction Documents, in each case whether direct or
indirect, absolute or contingent, due or to become due.

     

    “Other Taxes” means
any present or future stamp or documentary taxes which arise from any payment
made hereunder and which are imposed, levied, collected or withheld by any
Governmental Authority.

     

    “Parent” has the
meaning specified in the preamble hereto.

     

    “Participant” has the
meaning specified in Section
13.06(d).

     

    “Permitted Liens” has
the meaning specified in Section
8.02.

     

    “Person” means an
individual, partnership, corporation, business trust, joint stock company,
limited liability company, trust, unincorporated association, joint venture or
other business entity or Governmental Authority, whether or not having a
separate legal personality.

     

    “Prime Rate” means the
average of the rate of interest publicly announced by each of the Reference
Banks from time to time as its Prime Rate in New York City, the Prime Rate to
change as and when such designated rate changes.  The Prime Rate is
not intended to be the lowest rate of interest charged by the Administrative
Agent or any Lender in connection with extensions of credit to debtors of any
class, or generally.

     

    “Process Agent” has
the meaning specified in Section
13.12(a).

     

    “Professional Market
Party” means a professional market party (professionele marktpartij)
within the meaning of the Dutch Financial Supervision Act.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    “Qualified Receivables
Transaction” means a sale, transfer, or securitization of receivables and
related assets by the Parent 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 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
Parent 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.

     

    “Rating Agencies”
means Moody’s, S&P, and Fitch or if any of such Persons cease to perform
credit ratings or other applicable services, such nationally recognized
statistical rating organization the Administrative Agent may
select.

     

    “Reference Banks”
shall mean three banks in the London interbank market, initially Citibank NA,
HSBC Bank plc, and ING Bank NV.

     

    “Reference Period” has
the meaning set forth under the definition of “EBITDA” in this Section
1.01.

     

    “Regulation T, U, or
X” means Regulation T, U, or X, respectively, of the Board of Governors
of the Federal Reserve Board as from time to time in effect and any successor to
all or a portion thereof.

     

    “Required Lenders”
means, at any time, Lenders holding more than 50% of the aggregate principal
amount of the outstanding Loans.

     

    “Requirement of Law”
means, as to any Person, any law, ordinance, rule, regulation or requirement of
any Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

     

    “Responsible Officer”
of any Person means the Chief Financial Officer, the Corporate Planning and
Finance Director, the Finance Director, the Comptroller of such Person or, in
the case of the Borrower, any two directors or managing directors of the
Borrower or any attorney-in-fact.

     

    “Reuters Page LIBOR01”
means the display designated as “LIBOR01” on Reuters 3000 Xtra
(or any successor service) or such other page as may replace Page LIBOR01 on
Reuters 3000 Xtra or any successor service or such other service or services as
may be nominated by the British Bankers’ Association for the purpose of
displaying London interbank offered rates for Dollar deposits.

     

    “Solvent”  means,
with respect to any Person on a particular date, that on such date (i) such
Person (a) is not “insolvent” within the meaning of Section 101(32) of the
United States Bankruptcy Reform Act of 1978, as amended, (b) is otherwise able
to pay its debts as such debts become due unless such debts are the subject of a
bona fide dispute as to liability or 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    amount,
or (c) is not or is not deemed to be, in general default of its obligations
pursuant to the Mexican Ley de Concursos Mercantiles, or (ii) no corporate
action, legal proceedings or other procedure in relation to suspension of
payments (surseance van betaling), bankruptcy (faillissement), or the
appointment of a trustee in bankruptcy (curator) or administrator
(bewindvoerder), all within the meaning of the Dutch Bankruptcy Act, has been
taken in relation to it.

     

    “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc. and any successor thereto.

     

    “Structuring Agent”
has the meaning specified in the preamble hereto.

     

    “Subsidiary” means
with respect to any Person, any corporation, partnership, joint venture, limited
liability company, trust, estate or other entity of which (or in which) more
than 50% of (a) in the case of a corporation, the issued and outstanding Capital
Stock having ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of whether at the time Capital Stock of any
other class or classes of such corporation shall or might have voting power upon
the occurrence of any contingency not in the control of such Person), (b) in the
case of a limited liability company, partnership or joint venture, the interest
in the capital or profits of such limited liability company, partnership or
joint venture or (c) in the case of a trust or estate, the beneficial interest
in such trust or estate, is at the time directly or indirectly owned or
controlled by (X) such Person, (Y) such Person and one or more of its other
Subsidiaries or (Z) one or more of such Person’s other
Subsidiaries.

     

    “Substitute Lender”
means a commercial bank or other financial institution, acceptable to the
Parent, the Lenders and the Administrative Agent, each in its sole discretion,
and approved by the Structuring Agent (including such a bank or financial
institution that is already a Lender hereunder), which assumes all or a portion
of the Loan of a Lender pursuant to the terms of this Agreement.

     

    “Successor” has the
meaning specified in Section
8.03(a).

     

    “Tax Related Person”
means any Person whose income is realized through, or determined by reference
to, the Administrative Agent or a Lender; provided that no
Lender shall be deemed a Tax Related Person of the Administrative Agent, and the
Administrative Agent shall not be deemed a Tax Related Person of any
Lender.

     

    “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable
thereto.

     

    “Temporary
Investments” means, at any date, all amounts that would, in conformity
with Applicable GAAP consistently applied, be set forth opposite the caption
“cash and cash equivalent” (“efectivo y equivalentes de
efectivo”) or “temporary investments” (“inversiones temporales”) on a
consolidated balance sheet of the Parent at such date.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    “Tender Offer” means
any offer made by the Parent or any of its Subsidiaries to acquire at least
50.1% of the issued and outstanding shares of a target company or a controlling
interest in such target company.

     

    “Transaction
Documents” means a collective reference to this Agreement, the Maturity
“A” Notes, any Assignment and Assumption Agreement, the Conversion Notice and
all other related agreements and documents issued or delivered hereunder or
thereunder or pursuant hereto or thereto.

     

    “United States” and
“U.S.” means
the United States of America, including the States and the District of Columbia,
but excluding its territories and possessions.

     

    “U.S. Government
Securities” means any security issued or guaranteed as to principal or
interest by the United States, or by a Person controlled or supervised by and
acting as an instrumentality of the government of the United States pursuant to
authority granted by the Congress of the United States, in each case provided such
security is rated “AAA” or the equivalent by each of the Rating
Agencies.

     

    “Value of Debt Currency
Derivatives” means, on any given date, the aggregate mark-to-market value
of Debt Currency Derivatives, expressed as a positive number (if, on a
mark-to-market basis, such aggregate amount reflects a net amount owed to the
Parent and its Subsidiaries) or as a negative number (if, on a mark-to-market
basis, such aggregate amount reflects a net amount owed by the Parent and its
Subsidiaries).

     

    1.02       Other Definitional
Provisions.

     

    (a)         The
terms “including” and “include” are not limiting and mean “including but not
limited to” and “include but are not limited to.”

     

    (b)      
  The words “hereof,” “herein” and “hereunder” and words of similar
import when used in this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement, and Article, Section, paragraph,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

     

    (c)         The
meanings given to terms defined herein are equally applicable to both the
singular and plural forms of such terms.

     

    (d)         In
this Agreement, in the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and including” and the words
“to” and “until” each means “to but excluding”.  Periods of days
referred to in this Agreement shall be counted in calendar days unless Business
Days or LIBOR Business Days are expressly prescribed.

     

    (e)         The
captions and headings of this Agreement are for convenience of reference only
and shall not affect the interpretation of this Agreement.

     

    1.03       Accounting Terms and
Determinations.  All accounting and financing terms not
specifically defined herein shall be construed in accordance with Mexican
FRS.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

    THE
LOAN FACILITIES

     

    2.01       Loans.

     

    (a)         Loans.  Subject
to the terms and conditions set forth herein, on the Conversion Date, each
Lender severally agrees to convert its Dutch Loan under the Dutch Loan “A”
Agreement existing on the date hereof to a loan hereunder (each a “Loan” and together
the “Loans”).  The
principal amount of each Lender’s Loan hereunder shall be equal to the principal
amount of its Dutch Loan as of the Conversion Date and shall be set forth on
Schedule
2.01(a).  Each Lender’s Loan shall be evidenced by a duly
executed note in favor of such Lender in the form of Exhibit A attached
hereto (each, a “Maturity “A” Note”
and, collectively, the “Maturity “A”
Notes”).

     

    (b)         Repayment.  The
principal amount of the Loans, together with any accrued and unpaid interest,
shall be due and payable in full, and the Borrower hereby agrees to pay such
amount in full, on the Maturity Date.

     

    (c)         Prepayment.  The
Loans may be repaid in whole or in part without premium or penalty; provided that (i) the
Loans may be prepaid only upon five (5) Business Days’ prior written notice to
the Administrative Agent, and (ii) partial prepayments shall be in minimum
principal amounts of U.S.$10,000,000.  All such prepayments shall be
accompanied by the payment of all accrued interest thereon together with, if
such prepayment is made on any date other than a scheduled Interest Payment
Date, any funding losses as provided in Section
3.03.

     

    (d)         Payments.  Each
payment of principal with respect to the Loans shall be paid to the
Administrative Agent for the ratable benefit of each Lender.  No
payment with respect to the Loans may be reborrowed.

     

    (e)         Continuation.  All
Loans shall be subject to the terms of the definition of “Interest Period” set
forth in Section
1.01.  The Loans initially shall have the Interest Period
specified in the Conversion Notice.  No later than 10:00 a.m. (New
York City time) on the third Business Day prior to the end of any Interest
Period for the Loans, the Borrower shall deliver to the Administrative Agent a
Notice of Continuation (or telephone notice promptly confirmed in writing) of
the Interest Period to be effective for the Loans immediately after the then
current Interest Period; provided, however, that if the
Borrower fails to specify the subsequent Interest Period by the deadline
specified above, the Borrower shall be deemed to have requested that such
Interest Period be three (3) months.  Each Notice of Continuation
shall be irrevocable.  Promptly after receipt of a Notice of
Continuation under this Section 2.01(e), the
Administrative Agent shall notify each Lender by telecopy or other similar form
of transmission of the proposed continuation.

     

    2.02       Interest.

     

    (a)         Loans.  Subject
to Section
2.02(c), the Loans shall bear interest at a rate per annum equal to LIBOR
plus the
Applicable Margin.

     

    (b)         Interest
Deferral.  The Borrower may not defer interest payments on the
Loans.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    (c)         Default
Interest.  If any principal of, or interest on, the Loans or
any fee or other amount payable by any Credit Party with respect to the Loans is
not paid when due, whether at stated maturity, upon acceleration, or otherwise,
such overdue amount shall bear interest from the date of such Event of Default,
after as well as before judgment, to the day of actual receipt of such sum by
the Administrative Agent at a rate per annum equal to 2% plus the rate
applicable to the Loans as provided above.

     

     
So long as the Event of Default continues, the default interest rate shall be
recalculated on the same basis at intervals of such duration as the
Administrative Agent may select, provided that the
amount of unpaid interest at the above rate accruing during the preceding period
(or such longer period as may be the shortest period permitted by applicable law
for the capitalization of interest) shall be added to the amount in respect of
which such Person is in default.

     

    (d)         Payment of
Interest.  Accrued interest on the Loans shall be payable in
arrears on each Interest Payment Date; provided that in the
event of any repayment or prepayment of the Loans, accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment.

     

    (e)         Computation.  All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Base Rate at times when the Base Rate
is based on the Prime Rate shall be computed on the basis of a year of 365 days
(or 366 days in a leap year), and in each case shall be payable for the actual
number of days elapsed (including the first day but excluding the last
day).  The applicable Base Rate or LIBOR rate shall be determined by
the Administrative Agent, and such determination shall be conclusive absent
manifest error.

     

    ARTICLE
III

    TAXES,
PAYMENT PROVISIONS

     

    3.01       Taxes.

     

    (a)         Any
and all payments by any Credit Party to any Lender, the Joint Lead Arrangers or
the Administrative Agent under this Agreement and the other Transaction
Documents shall be made free and clear of, and without deduction or withholding
for or on account of, any Indemnified Taxes.

     

    (b)         Except
as otherwise provided in Section 3.01(c), the
Credit Parties jointly and severally agree to indemnify and hold harmless each
Lender and the Administrative Agent for the full amount of Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section 3.01) paid by
or assessed against any Lender or the Administrative Agent, as the case may be,
and any penalties, interest, additions to tax, and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority,
except to the extent that such penalties, interest, additions to tax or expenses
are incurred solely as a result of any gross negligence or willful misconduct of
such Lender, or Administrative Agent, as the case may be.  Payment
under this indemnification shall be made within thirty (30) 

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    days
after the date any Lender or the Administrative Agent makes written demand
therefor, setting forth in reasonable detail the basis and calculation of such
amounts (such written demand shall be presumed correct, absent significant
error).

     

    (c)         If
any Credit Party shall be required by law or regulation to deduct or withhold
any Indemnified Taxes from or in respect of any sum payable hereunder to any
Lender or the Administrative Agent, then:

     

    (i)           the
sum payable shall be increased as necessary so that after making all required
deductions and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section 3.01(c)) such
Lender or the Administrative Agent receives an amount equal to the sum it would
have received had no such deductions or withholdings been made;

     

    (ii)          such
Credit Party shall make such deductions and withholdings; and

     

    (iii)         such
Credit Party shall pay the full amount deducted or withheld to the relevant
taxing authority or other authority in accordance with applicable
law.

     

    (d)         Within
thirty (30) days after the date of any payment by a Credit Party of Indemnified
Taxes, such Credit Party shall furnish to the Administrative Agent the original
or a certified copy of a receipt evidencing payment thereof or other evidence of
payment reasonably satisfactory to the Administrative Agent.

     

    (e)         If
any Credit Party is required to pay additional amounts to the Administrative
Agent or any Lender pursuant to Section 3.01(c),
then the Administrative Agent or such Lender, as the case may be, shall, upon
reasonable request by the Borrower or the Guarantors, use reasonable efforts
(consistent with legal and regulatory restrictions) to change the jurisdiction
of its Lending Office, issuing office or office for receipt of payments by the
Borrower and Guarantors hereunder, as the case may be, so as to eliminate or
reduce the obligation of the Borrower or the Guarantor, as the case may be, to
pay any such additional amounts which may thereafter accrue or to indemnify the
Administrative Agent or such Lender in the future, if such change in the
reasonable judgment of the Administrative Agent or such Lender is not otherwise
disadvantageous to such Lender.  No Credit Party shall be required to
pay or increase any amounts payable pursuant to Section 3.01
following any assignment or grant of a participation by any Lender, except to
the extent (i) not in excess of the amounts the Borrower and Guarantors
were required to pay or increase with respect to such Lender immediately prior
to such an event, or (ii) increases in such amounts result from a change in
applicable law or regulation occurring after such event.

     

    (f)          Each
Lender and the Administrative Agent shall, from time to time at the request of
the Borrower or the Administrative Agent (as the case may be), promptly furnish
to the Borrower and the Administrative Agent (as the case may be), such forms,
documents or other information (which shall be accurate and complete) as may be
reasonably required to establish any available exemption from, or reduction in
the amount of, applicable Taxes; provided, however, that none of
any Lender or the Administrative Agent shall be obliged to disclose information
regarding its tax affairs or computations to the Borrower in connection with
this 

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    paragraph (f), it
being understood that the identity of any Person shall not be considered for
these purposes as information regarding its tax affairs or
computations.  Each of the Borrower and the Administrative Agent shall
be entitled to rely on the accuracy of any such forms, documents or other
information furnished to it by any Person and shall have no obligation to make
any additional payment or indemnify any Person for any Taxes, interest or
penalties that would not have become payable by such Person had such
documentation been accurate.

     

    (g)         If
the Administrative Agent or any Lender receives a refund or credit in respect of
Indemnified Taxes as to which it has been indemnified by any Credit Party
pursuant to Section
3.01(b), it shall notify the Credit Party of the amount of such refund or
credit and shall return to the Credit Party such refund or the benefit of such
credit; provided, however, that (A) the
Administrative Agent or such Lender, as the case may be, shall not be obligated
to make any effort to obtain such refund or credit or to provide any Credit
Party with any information on or justification for the arrangement of its tax
affairs or otherwise disclose to the Credit Party or any other Person any
information that it considers to be proprietary or confidential, and (B) the
Credit Party, upon the request of the Administrative Agent or such Lender, as
the case may be, shall return the amount of such refund or the benefit of such
credit to the Administrative Agent or such Lender, as the case may be, if the
Administrative Agent or such Lender, as the case may be, is required to repay
the amount of such refund or the benefit of such credit to the relevant
authorities within six (6) years of the date the Credit Party is paid such
amount by the Administrative Agent or such Lender, as the case may
be.

     

    (h)         If
requested by any Lender that is a resident of the United States for U.S. federal
income tax purposes, the Credit Parties will perform an analysis as to whether
the Borrower constitutes a passive foreign investment company within the meaning
of Section 1297 of the Code and will take into account reasonable comments from
such Lender with respect to such analysis.  The Lender will have
sole discretion to decide whether to make a “QEF election” (as described in
Section 1293 of the Code) with respect to its interest in the
Loans.  For the avoidance of doubt, if based on such analysis the
Lender decides to make a QEF election, the Credit Parties will provide the
information necessary for making such election, as described in this Section
3.01(h).  The Credit Parties will (i) maintain adequate
books and records to allow any Lender that would be subject to Section 1291 of
the Code with respect to its interest in the Loans to make a proper QEF election
and (ii) will further provide annual information statements and any other
information to any such Lender if such information is necessary for purposes of
making the QEF election or complying with the ongoing requirements associated
with such election.

     

    (i)          The
agreements in this Section 3.01 shall
survive the termination of this Agreement and the payment of the Borrower’s
Obligations.

     

    3.02       General Provisions as to
Payments.

     

    (a)         All
payments to be made by any Credit Party shall be made without set-off,
counterclaim or other defense.  Except as otherwise expressly provided
herein, all payments by the Borrower shall be made to the Administrative Agent
for the account of the Lenders at the Administrative Agent’s Payment Office, and
shall be made in Dollars and in immediately available funds, no later than 2:30
p.m. (New York City time) on the dates specified herein.  The


     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    Administrative
Agent will promptly distribute to each Lender its applicable share as expressly
provided herein of each payment in like funds as received.  Any
payment received by the Administrative Agent later than 2:30 p.m. (New York City
time) shall be deemed to have been received on the following Business Day and
any applicable interest or fee shall continue to accrue until such following
Business Day.

     

    (b)         Except
and to the extent otherwise specifically provided herein, whenever any payment
to be made hereunder is due on a day which is not a Business Day, the date for
payment thereof shall be extended to the immediately following Business Day and,
if interest is stated to be payable in respect thereof, interest shall continue
to accrue to such immediately following Business Day.

     

    (c)         Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Lenders hereunder that the Borrower
will not make such payment in full, the Administrative Agent may assume that the
Borrower has made such payment in full to the Administrative Agent on such date
and the Administrative Agent may (but shall not be so required), in reliance
upon such assumption, cause to be distributed to the Lenders on such due date an
amount equal to the amount then due to the Lenders.  If and to the
extent that the Borrower shall not have made such payment, each applicable
Lender shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Lender together with accrued interest thereon, for each day
from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Administrative Agent, at the Federal Funds
Rate; provided,
however, that
if any amount remains unpaid by any Lender for more than five (5) Business Days
after the Administrative Agent has made a demand for such amount, such Lender
shall, commencing on the day next following such fifth Business Day, pay
interest to the Administrative Agent at a rate per annum equal to the Federal
Funds Rate plus 1%, and, provided further, that if any
such amount remains unpaid by any Lender for more than ten (10) Business Days,
such Lender shall, commencing on the day next following such tenth Business Day,
pay interest to the Administrative Agent at a rate per annum equal to the
Federal Funds Rate plus 2.00%.

     

    3.03     
 Funding
Losses.  If the Borrower makes any payment of principal with
respect to the Loans on any day other than the Interest Payment Date applicable
thereto, or if the Borrower fails to prepay the Loans after notice has been
given pursuant to Section 2.01(c), the
Borrower shall reimburse each Lender, as applicable, within fifteen (15) days
after demand for any resulting loss or expense incurred by it, provided such
Lender shall have delivered to the Borrower a certificate setting forth in
reasonable detail the computations for the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.

     

    3.04       Basis for Determining
Interest Rate Inadequate or Unfair.  If on or prior to the
first day of any Interest Period for the Loans:

     

    (a)         the
Administrative Agent determines that by reason of circumstances affecting the
London interbank market, reasonably adequate means do not exist for ascertaining
LIBOR applicable to such Interest Period or that deposits in Dollars (in the
applicable amounts) are not being offered in the London interbank market for
such Interest Period, or

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (b)         the
Required Lenders advise the Administrative Agent that LIBOR as determined by the
Administrative Agent will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their respective Loan for such Interest
Period,

     

    then
the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Lenders.  In the event of any such determination or advice, until
the Administrative Agent shall have notified the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, any request by the
Borrower for a Loan of the affected amount or Interest Period, or a conversion
to or continuation of a Loan of the affected amount or Interest Period shall be
deemed rescinded and such request shall instead be considered a request for a
Base Rate Loan.  Each determination by the Administrative Agent
hereunder shall be conclusive absent manifest error.

     

    3.05       Capital
Adequacy.  If any Lender has determined, after the date hereof,
that the adoption or the becoming effective of, or any change in, or any change
by any Governmental Authority, central bank, or comparable agency charged with
the interpretation or administration thereof in the interpretation or
administration of, any applicable law, rule, or regulation regarding capital
adequacy, or compliance by such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank, or comparable agency, has or would have the effect of increasing
such Lender’s cost of making or maintaining such Lender’s Loan or reducing the
rate of return on such Lender’s capital or assets as a consequence of its
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change, or compliance (taking
into consideration such Lender’s policies with respect to capital adequacy),
then, upon notice from such Lender to the Borrower, the Borrower shall be
obligated to pay to such Lender such additional amount or amounts as will
compensate such Lender for such increased cost or reduction in amount
received.  Each determination by any such Lender of amounts owing
under this Section
3.05 shall, absent manifest error, be conclusive and binding on the
parties hereto.  The relevant Lender will, upon request, provide a
certificate in reasonable detail as to the amount of such increased cost or
reduction in amount received and method of calculation.

     

     
Upon any Lender’s making a claim for compensation under this Section 3.05,
(i) such Lender shall use commercially reasonable efforts (consistent with
legal and regulatory restrictions) to change the jurisdiction of its lending
office or assign its rights and obligations hereunder to another of its offices,
branches or affiliates so as to eliminate or reduce any such additional payment
by the Borrower which may thereafter accrue, if such change is not otherwise
disadvantageous to such Lender and (ii) the Borrower has the right to replace
such Lender in accordance with Section
3.08.

     

    3.06       Illegality.

     

    (a)         Notwithstanding
any other provision herein, if the adoption of or any change in any Requirement
of Law or in the interpretation or application thereof occurring after the
Conversion Date shall make it unlawful for any Lender to make or maintain any
Loan as contemplated by this Agreement, then such Lender shall be an “Affected Lender” and
by written notice to the Borrower and to the Administrative Agent:

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (i)           such
Lender may require that all outstanding Loans, made by it be converted to Base
Rate Loans, in which event all such Loans shall be automatically converted to
Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below,
and

     

    (ii)          if
it is also illegal for the Affected Lender to make Base Rate Loans, such Lender
may declare all amounts owed to it by the Borrower to the extent of such
illegality to be due and payable;

     

    provided, however, the Borrower
has the right, with the consent of the Administrative Agent, to find an
additional Lender to purchase the Affected Lenders’ rights and obligations;
provided, further, that such
Lender will first use its commercially reasonable efforts (consistent with legal
and regulatory restrictions) to either change the jurisdiction of its lending
office, issuing office or office for receipt of payments, or assign its Loans to
another Person other than a Competitor, in each case to eliminate such
illegality.  The Credit Parties agree to cooperate in good faith with
the Affected Lenders to affect such change or assignment.

     

    (b)         For
purposes of this Section 3.06, a
notice to the Borrower by any Lender shall be effective on the date of receipt
by the Borrower.

     

    3.07     
 Requirements of
Law.  If, after the date hereof, the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof
applicable to any Lender, or compliance by any Lender with any request or
directive (whether or not having the force of law) from any central bank or
other Governmental Authority, in each case made subsequent to the Conversion
Date (or, if later, the date on which such Lender becomes a
Lender):

     

    (a)         shall
impose, modify, or hold applicable any reserve, special deposit, compulsory
loan, or similar requirement against assets held by, deposits or other
liabilities in or for the account of, advances, loans, or other extensions of
credit by, or any other acquisition of funds by, any office of such Lender that
is not otherwise included in the determination of the LIBOR hereunder;
or

     

    (b)         shall
impose on such Lender any other condition (excluding any tax of any kind
whatsoever);

     

    and
the result of any of the foregoing is to increase the cost to such Lender, by an
amount that such Lender reasonably deems to be material, of making, converting
into, continuing, or maintaining Loans or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, upon notice delivered to
the Borrower from such Lender, through the Administrative Agent, in accordance
herewith, the Borrower shall be obligated to promptly pay such Lender, upon its
demand, any additional amounts necessary to compensate such Lender for such
increased cost or reduced amount receivable.  If any Lender becomes
entitled to claim any additional amounts pursuant to this Section 3.07, it
shall provide notice thereof to the Borrower, promptly upon occurrence of such
event, but in any case within three (3) days from the date of such event,
through the Administrative Agent, certifying (x) that one of the events
described in paragraph
(a) and (b) has occurred and
describing in reasonable detail the nature of such event, (y) as to the
increased cost or reduced amount resulting from such event and (z) as to the


     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    additional
amount demanded by such Lender and a reasonably detailed explanation of the
calculation thereof.  Such a certificate as to any additional amounts
payable pursuant to this subsection submitted by such Lender, through the
Administrative Agent, to the Borrower shall be conclusive and binding on the
parties hereto in the absence of manifest error.  This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.  If any Lender becomes aware of a
proposed change in any Requirement of Law that would entitle it to claim any
additional amounts pursuant to this Section 3.07 it shall
promptly, upon the Lender becoming aware of such event, provide notice to the
Borrower through the Administrative Agent.

     

    3.08       Substitute
Lenders.  If any Lender has demanded compensation pursuant to
Sections 3.05
or 3.07 or has
exercised its rights pursuant to Section 3.06(a)(ii),
and such Lender does not waive its right to future additional compensation
pursuant to Section
3.05 or 3.07, the Borrower
shall have the right (i) to replace such Lender with a Substitute Lender or
Substitute Lenders that shall succeed to the rights of such Lender under this
Agreement upon execution of an Assignment and Assumption Agreement and payment
by the Borrower of the related processing fee of U.S.$3,500 to the
Administrative Agent or (ii) to remove such Lender; provided, however, that such
Lender shall not be replaced or removed hereunder until such Lender has been
repaid in full all amounts owed to it pursuant to this Agreement (including
Sections 3.03
and 3.05) and
the other Transaction Documents unless any such amount is being contested by the
Borrower in good faith.

     

    3.09       Sharing of Payments in
connection with the Loans, Etc.

     

    (a)         If,
other than as expressly provided elsewhere herein, any Lender shall obtain on
account of the Obligations owing to it any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its share of payments on account of the Obligations obtained by all
the Lenders (an “Excess Payment”),
such Lender shall forthwith (i) notify the Administrative Agent of such fact,
and (ii) purchase from the other Lenders such participations in such Obligations
owing to them as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from the
purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender’s share (according
to the proportion of (A) the amount of such paying Lender’s required repayment
to (B) the total amount so recovered from the purchasing Lender) of any interest
or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered.  The Administrative Agent will keep records
(which shall be conclusive and binding in the absence of demonstrable error) of
participations purchased pursuant to this Section 3.09 and will
in each case notify the Lenders following any such purchases.

     

    (b)         If
any Lender shall commence any action or proceeding in any court to enforce its
rights hereunder after consultation with the other Lenders and, as a result
thereof or in connection therewith, it shall receive any Excess Payment, then
such Lender shall not be required to share any portion of such excess payment
with any Lender which has the legal right to, but does not, join in any such
action or proceeding or commence and diligently prosecute a separate action or
proceeding to enforce its rights in another court.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (c)         The
Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 3.09 may
exercise all its rights of set-off with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation.

     

    ARTICLE
IV

    CONDITIONS
PRECEDENT

     

     
The obligations of the Lenders under this Agreement are subject to the
satisfaction or waiver of the following conditions precedent (the date on which
all such conditions precedent are satisfied or waived being the “Conversion
Date”):

     

    4.01       Loan
Documents.  The Administrative Agent shall have received, on or
before the Conversion Date, counterparts of each of the following documents duly
executed and delivered by each party thereto, and in full force and effect and
reasonably satisfactory to the Administrative Agent:

     

    (a)         this
Agreement;

     

    (b)         Maturity
“A” Notes executed by the Borrower for the account of each Lender;
and

     

    (c)         the
Conversion Notice.

     

    4.02      Opinions of Borrower’s and
each Guarantor’s Counsel.  The Administrative Agent shall have
received:

     

    (a)         the
opinion of special New York counsel to the Credit Parties substantially in the
form of Exhibit
D hereto;

     

    (b)         the
opinion of in-house counsel to the Credit Parties substantially in the form of
Exhibit E
hereto; and

     

    (c)         the
opinion of special Dutch counsel to the Credit Parties substantially in the form
of Exhibit F
hereto.

     

    4.03       Representations and
Warranties.  The representations and warranties of each Credit
Party contained in this Agreement and each other Transaction Document shall be
true on and as of the Conversion Date, and each Credit Party shall have provided
a certificate to such effect to the Administrative Agent.

     

    4.04       Conditions to
Conversion.  All of the conditions precedent to Conversion set
forth in Section
4.03 of the Dutch Loan “A” Agreement have been satisfied or waived by the
Lenders.

     

    4.05       Officer’s
Certificate.  The Borrower shall deliver an Officer’s
Certificate that all conditions precedent set forth in this Article IV have been
fully satisfied or waived.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
V

    REPRESENTATIONS
AND WARRANTIES OF THE BORROWER

     

     
The Borrower represents and warrants that:

     

    5.01       Corporate Existence and
Power.

     

    (a)          The
Borrower is a corporation duly incorporated and validly existing under the laws
of its jurisdiction of incorporation and has all requisite corporate power and
authority (including all governmental licenses, permits and other approvals
except for such licenses, permits and approvals the absence of which will not
have a Material Adverse Effect) to own its assets and carry on its business as
now conducted and as proposed to be conducted.

     

    (b)         All
of the outstanding stock of the Borrower has been validly issued and is fully
paid and non-assessable.

     

    (c)      
   The Borrower is in full compliance with the applicable
provisions of the Dutch Financial Supervision Act.

     

    5.02       Power and Authority;
Enforceable Obligations.

     

    (a)      
   The execution, delivery and performance by the Borrower of
each Transaction Document to which it is or will be a party, and the
consummation of the transactions contemplated hereby and thereby, are within the
Borrower’s corporate powers and have been duly authorized by all necessary
corporate action.

     

    (b)         This
Agreement and the other Transaction Documents to which the Borrower is a party
have been duly executed and delivered by the Borrower and constitute the legal,
valid and binding obligations of the Borrower enforceable in accordance with
their respective terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally or general equity principles.

     

    5.03       Compliance with Law and
Other Instruments.  The execution, delivery of and performance
under this Agreement and each of the other Transaction Documents to which the
Borrower is a party and the consummation of the transactions herein or therein
contemplated, and compliance with the terms and provisions hereof and thereof,
do not and will not (a) conflict with, or result in a breach or violation of, or
constitute a default under, or result in the creation or imposition of any Lien
upon the assets of the Borrower pursuant to, any Contractual Obligation of the
Borrower or (b) result in any violation of the statuten of the Borrower or
any provision of any Requirement of Law applicable to the Borrower.

     

    5.04       Consents/Approvals.  No
order, permission, consent, approval, license, authorization, registration or
validation of, or notice to or filing with, or exemption by, any Governmental
Authority or third party is required to authorize, or is required in connection
with, the execution, delivery and performance by the Borrower of this Agreement
and the other Transaction Documents to which the Borrower is a party or the
taking of any action contemplated hereby or by any other Transaction
Document.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    5.05       No
Immunity.  The Borrower and the Parent are subject to civil and
commercial law with respect to its obligations under this Agreement and each
other Transaction Document to which it is a party and the execution, delivery
and performance of this Agreement or any such other Transaction Document by the
Borrower and the Parent constitute private and commercial acts rather than
public or governmental acts.  Under the laws of Mexico or The
Netherlands (as applicable) none of the Credit Parties nor any of their property
has any immunity from jurisdiction of any court or any legal process (whether
through service or notice, attachment prior to judgment or attachment in aid of
execution).

     

    5.06       Governmental
Regulations.

     

    (a)         The
Borrower is not, and is not controlled by, an “investment company” within the
meaning of the United States Investment Company Act of 1940, as amended
or

     

    (b)         The
Borrower is not subject to regulation under the Public Utility Holding Company
Act of 2005, as amended ("PUHCA") that would have the effect of preventing the
execution and performance, or the enforceability, of its obligations under each
Loan Document to which it is a party.

     

    5.07       Direct Obligations; Pari
Passu.  (i) This Agreement constitutes a direct, unconditional
unsubordinated and unsecured obligation of the Borrower, and (ii) the Loans,
when made, will constitute direct, unconditional unsubordinated and unsecured
obligations of the Borrower.

     

    5.08       No Recordation
Necessary.

     

    (a)         This
Agreement and the Maturity “A” Notes are in proper legal form under the law of
Mexico for the enforcement thereof against the Borrower under the laws of Mexico
or, as the case may be, The Netherlands.  To ensure the legality,
validity, enforceability or admissibility in evidence of this Agreement and each
other Transaction Document in Mexico or, as the case may be, The Netherlands, it
is not necessary that this Agreement or any other Transaction Document be filed
or recorded with any Governmental Authority in Mexico or any Governmental
Authority in The Netherlands or that any stamp or similar tax be paid on or in
respect of this Agreement or any other document to be furnished under this
Agreement, unless such stamp or similar taxes have been paid by the Borrower;
provided, however, that in the
event any legal proceedings are brought in the courts of Mexico, an official
Spanish translation of the documents required in such proceedings, including
this Agreement, would have to be approved by the court after the defendant is
given an opportunity to be heard with respect to the accuracy of the
translation, and proceedings would thereafter be based upon the translated
documents.

     

    (b)         It
is not necessary (i) in order for the Administrative Agent or any Lender to
enforce any rights or remedies under the Transaction Documents or (ii) solely by
reason of the execution, delivery and performance of this Agreement by the
Administrative Agent or any Lender, that the Administrative Agent or such Lender
be licensed or qualified with any Mexican Governmental Authority or be entitled
to carry on business in Mexico.

     

    5.09       Choice of Law; Submission to
Jurisdiction and Waiver of Sovereign Immunity.  In any action
or proceeding involving the Borrower arising out of or relating to this
Agreement 

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    in
any Mexican or Dutch court or tribunal, any Lender, the Structuring Agent, the
Joint Lead Arrangers and the Administrative Agent would be entitled to the
recognition and effectiveness of the choice of law, submission to jurisdiction
and waiver of sovereign immunity provisions of Sections 13.10,
13.11 and 13.13.

     

    5.10       Margin
Regulations.  No part of the proceeds of the Loans hereunder
will be used, directly or indirectly, for the purpose of purchasing or carrying
any “margin stock” within the meaning of Regulation U, except in compliance with
Regulation U.  If requested by any Lender or the Administrative Agent,
the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
U-1 referred to in said Regulation U.  No indebtedness being reduced
or retired out of the proceeds of the Loan hereunder was or will be incurred for
the purpose of purchasing or carrying any margin stock within the meaning of
Regulation U except in compliance with Regulation U or any “margin security”
within the meaning of Regulation T, except in compliance with Regulation
T.  Neither the execution and delivery hereof by the Borrower, nor the
performance by it of any of the transactions contemplated by this Agreement
(including, without limitation, the direct or indirect use of the proceeds of
the Loans) will violate or result in a violation of the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, or regulations
issued pursuant thereto, or Regulation T, U, or X.

     

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

     

    5.12       Dutch Works Council
Act.  The Borrower has not established, is not in the process
of establishing nor has it received a request to establish a works council in
accordance with the provisions of the Dutch Works Council Act (Wet op de
ondernemingsraden).

     

    ARTICLE
VI

    REPRESENTATIONS
AND WARRANTIES OF THE GUARANTORS

     

     
Each of the Guarantors separately represents and warrants that:

     

    6.01       Corporate Existence and
Power.

     

    (a)         Such
Guarantor is a corporation (sociedad anónima de capital variable
or sociedad anónima
bursatil de capital variable) duly incorporated and validly existing
under the laws of Mexico and has all requisite corporate power and authority
(including all governmental licenses, permits and other approvals except for
such licenses, permits and approvals the absence of which will not have a
Material Adverse Effect) to own its assets and carry on its business as now
conducted and as proposed to be conducted.

     

    (b)         All
of the outstanding stock of such Guarantor has been validly issued and is fully
paid and non-assessable.

     

    6.02       Power and Authority;
Enforceable Obligations.

     

    (a)         The
execution, delivery and performance by such Guarantor of each Transaction
Document to which it is or will be a party, and the consummation of the
transactions 

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    contemplated
hereby and thereby, are within such Guarantor’s corporate powers and have been
duly authorized by all necessary corporate action pursuant to the estatutos sociales or bylaws
of such Guarantor.

     

    (b)         This
Agreement and the other Transaction Documents to which such Guarantor is a party
have been duly executed and delivered by such Guarantor and constitute legal,
valid and binding obligations of such Guarantor enforceable in accordance with
their respective terms, except as enforceability may be limited by applicable
concurso mercantil,
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally or general equity principals.

     

    6.03       Compliance with Law and
Other Instruments.  The execution, delivery and performance of
this Agreement and any of the other Transaction Documents to which such
Guarantor is a party and the consummation of the transactions herein or therein
contemplated, and compliance with the terms and provisions hereof and thereof,
do not and will not (a) conflict with, or result in a breach or violation of, or
constitute a default under, or result in the creation or imposition of any Lien
upon the assets of such Guarantor pursuant to, any Contractual Obligation of
such Guarantor or (b) result in any violation of the estatutos sociales or bylaws
of such Guarantor or any provision of any Requirement of Law applicable to such
Guarantor.

     

    6.04       Consents/Approvals.  No
order, permission, consent, approval, license, authorization, registration or
validation of, or notice to or filing with, or exemption by, any Governmental
Authority or third party is required to authorize, or is required in connection
with, the execution, delivery and performance by such Guarantor of this
Agreement and the other Transaction Documents to which such Guarantor is a party
or the taking of any action contemplated hereby or by any other Transaction
Document.

     

    6.05       No
Immunity.  Such Guarantor is subject to civil and commercial
law with respect to its obligations under this Agreement and each other
Transaction Document to which it is a party and the execution, delivery and
performance of this Agreement or any such other Transaction Document by such
Guarantor constitute private and commercial acts rather than public or
governmental acts.  Under the laws of Mexico neither such Guarantor
nor any of its property has any immunity from jurisdiction of any court or any
legal process (whether through service or notice, attachment prior to judgment
or attachment in aid of execution).

     

    6.06       Governmental
Regulations.

     

    (a)         Such
Guarantor is not, and is not controlled by, an “investment company” within the
meaning of the United States Investment Company Act of 1940, as amended;
or

     

    (b)         Such
Guarantor is not subject to regulation under the Public Utility Holding Company
Act of 2005, as amended ("PUHCA") that would have the effect of preventing the
execution and performance, or the enforceability, of its obligations under each
Loan Document to which it is a party.

     

    6.07       Direct Obligations; Pari
Passu.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    (a)         This
Agreement constitutes a direct, unconditional unsubordinated and unsecured
obligation of such Guarantor.

     

    (b)         The
obligations of such Guarantor under this Agreement rank and will rank in
priority of payment at least pari passu with all other
senior unsecured Debt of such Guarantor.

     

    6.08       No Recordation
Necessary.  This Agreement is in proper legal form under the
law of Mexico for the enforcement thereof against such Guarantor under the law
of Mexico.  To ensure the legality, validity, enforceability or
admissibility in evidence of this Agreement and each other Transaction Document
in Mexico, it is not necessary that this Agreement or any other Transaction
Document be filed or recorded with any Governmental Authority in Mexico or that
any stamp or similar tax be paid on or in respect of this Agreement or any other
document to be furnished under this Agreement unless such stamp or similar taxes
have been paid by a Credit Party; provided, however, that in the
event any legal proceedings are brought in the courts of Mexico, an official
Spanish translation of the documents required in such proceedings, including
this Agreement, would have to be approved by the court after the defendant is
given an opportunity to be heard with respect to the accuracy of the
translation, and proceedings would thereafter be based upon the translated
documents.

     

    6.09       Choice of Law; Submission to
Jurisdiction and Waiver of Sovereign Immunity.  In any action
or proceeding involving such Guarantor arising out of or relating to this
Agreement in any Mexican court or tribunal, the Lenders, the Structuring Agent,
the Joint Lead Arrangers and the Administrative Agent would be entitled to the
recognition and effectiveness of the choice of law, appointment of process
agent, submission to jurisdiction and waiver of sovereign immunity provisions of
Sections 13.10,
13.12, 13.11 and 13.13.

     

    6.10       Solvency.  Each
Guarantor is and, after giving effect to the Loans and each of the transactions
contemplated by this Agreement and the Transaction Documents, each of the
Guarantors will be, Solvent.

     

    ARTICLE
VII

    AFFIRMATIVE
COVENANTS APPLICABLE TO THE LOANS

     

     
Each Credit Party covenants and agrees for the benefit of the Lenders that,
until all Obligations owed to the Lenders are paid in full, it will, unless
waived in writing by the Required Lenders pursuant to the provisions set forth
in Section
13.02:

     

    7.01       Financial Reports and Other
Information.  The Borrower will deliver to the Administrative
Agent (with a copy for each Lender):

     

    (a)         as
soon as available and in any event within 120 days after the end of each fiscal
year of the Parent, a copy of the annual audit report for such year for the
Parent and its Subsidiaries containing consolidated and consolidating balance
sheets of the Parent and its Subsidiaries, as of the end of such fiscal year and
consolidated statements of income and cash flows of the Parent and its
Subsidiaries, for such fiscal year, in each case accompanied by an opinion
acceptable to the Required Lenders by KPMG Cardenas Dosal, S.C. or other
independent public accountants of recognized standing acceptable to the Required
Lenders, together with (i) a certificate of such accounting firm to the Lenders
stating that in the course of 

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    the
regular audit of the business of the Parent and its Subsidiaries, which audit
was conducted by such accounting firm in accordance with Applicable GAAP, such
accounting firm has obtained no knowledge that a Default or Event of Default has
occurred and is continuing, or if, in the opinion of such accounting firm a
Default or Event of Default has occurred and is continuing, a statement as to
the nature thereof and (ii) a certificate of a Responsible Officer of the
Parent, stating that no Default or Event of Default has occurred and is
continuing or, if a Default or Event of Default has occurred and is continuing,
a statement as to the nature thereof and the action that the Credit Parties have
taken and proposes to take with respect thereto; provided that in the
event of any change in the Applicable GAAP used in the preparation of such
financial statements, the Parent shall also provide, for informational purposes
only, a statement of reconciliation conforming such financial statements to
Applicable GAAP consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(b) of
the Dutch Loan “A” Agreement and provided further that all such
documents will be prepared in English; and

     

    (b)         as
soon as available and in any event within sixty (60) days after the end of each
of the first three quarters of each fiscal year of the Parent, consolidated
balance sheets of the Parent and its Subsidiaries, as of the end of such quarter
and consolidated statements of income and cash flows of the Parent and its
Subsidiaries for the period commencing at the end of the previous fiscal year
and ending with the end of such quarter, duly certified (subject to year-end
audit adjustments) by any Responsible Officer of the Parent as having been
prepared in accordance with Applicable GAAP and together with a certificate of a
Responsible Officer of the Parent, as to compliance with the terms of this
Agreement and stating that no Default or Event of Default has occurred and is
continuing or, if a Default or Event of Default has occurred and is continuing,
a statement as to the nature thereof and the action that the Parent has taken
and proposes to take with respect thereto; provided that in the
event of any change in the Applicable GAAP used in the preparation of such
financial statements, the Parent shall also provide, for informational purposes
only, a statement of reconciliation conforming such financial statements to
Applicable GAAP consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(b) of
the Dutch Loan “A” Agreement and provided further that all such
documents will be prepared in English.

     

    7.02       Notice of Default and
Litigation.  The Borrower will furnish to the Administrative
Agent (and the Administrative Agent will notify each Lender):

     

    (a)         as
soon as practicable and in any event within five (5) days after the occurrence
of each Default or Event of Default continuing on the date of such statement, a
statement of the Responsible Officer of any Credit Party setting forth details
of such Default or Event of Default and the action that the Borrower has taken
and proposes to take with respect thereto; and

     

    (b)         promptly
after commencement thereof, notice of all Litigation affecting the Credit
Parties or any of their Subsidiaries or the receipt of written notice by the
Credit Parties or any of their Subsidiaries of potential liability or
responsibility for violation, or alleged violation of any federal, state or
local law, rule or regulation (including but not limited to Environmental Laws)
the violation of which could reasonably be expected to have a Material Adverse
Effect.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    7.03       Compliance with Laws and
Contractual Obligations, Etc..  Each of the Credit Parties will
comply, and cause each of its Subsidiaries to comply, in all material respects,
with all applicable Requirements of Law (including with respect to the licenses,
approvals, certificates, permits, franchises, notices, registrations and other
governmental authorizations necessary to the ownership of its respective
properties or to the conduct of its respective business, antitrust laws or
Environmental Laws and laws with respect to social security and pension funds
obligations) and all material Contractual Obligations, except where the failure
to so comply could not reasonably be expected to have a Material Adverse
Effect.

     

    7.04       Payment of
Obligations.  Each of the Credit Parties will pay and
discharge, and cause each of its Subsidiaries to pay and discharge, before the
same shall become delinquent, (a) all taxes, assessments and governmental
charges or levies assessed, charged or imposed upon it or upon its property and
(b) all lawful claims that, if unpaid, might by law become a Lien upon its
property, except where the failure to make such payments or effect such
discharges could not reasonably be expected to have a Material Adverse Effect;
provided, however, that no Credit Party nor any of its Subsidiaries shall be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained, unless
and until any Lien resulting therefrom attaches to its property and becomes
enforceable against its other creditors.

     

    7.05       Maintenance of
Insurance.  Each of the Credit Parties will maintain, and cause
each of its Subsidiaries to maintain, insurance with reputable insurance
companies or associations in such amounts and covering such risks as is usually
carried by companies of established reputation engaged in similar businesses and
owning similar properties in the same general areas in which the Credit Parties
or such Subsidiary operates.

     

    7.06       Conduct of Business and
Preservation of Corporate Existence.  Each of the Credit
Parties will continue to engage in business of the same general type as now
conducted by such Credit Party and will preserve and maintain, and cause each of
its Material Subsidiaries to preserve and maintain, its corporate existence,
rights (charter and statutory), licenses, consents, permits, notices or
approvals and franchises deemed material to its business; provided that none of
the Credit Parties nor any of their Subsidiaries shall be required to maintain
its corporate existence in connection with a merger or consolidation in
compliance with Section 8.03; and
provided, further, that none of the Credit Parties nor any of their Subsidiaries
shall be required to preserve any right or franchise if such Credit Party or any
such Subsidiary shall in its good faith judgment, determine that the
preservation thereof is no longer in the best interests of such Credit Party or
such Subsidiary, as the case may be, and that the loss thereof could not
reasonably be expected to have a Material Adverse Effect.

     

    7.07       Books and
Records.  Each of the Credit Parties will keep, and cause their
Subsidiaries to keep, proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Credit Parties and each such Subsidiary in accordance with
Applicable GAAP consistently applied.

     

    7.08       Maintenance of Properties,
Etc..  Each of the Credit Parties will:

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    (a)         maintain
and preserve, and cause each of its Subsidiaries to maintain and preserve, all
of its properties that are used or useful in the conduct of its business in good
working order and condition, ordinary wear and tear excepted, and

     

    (b)         maintain,
preserve and protect all intellectual property and all necessary governmental
and third party approvals, franchises, licenses and permits, material to the
business of the Credit Parties and their Subsidiaries, taken as a whole, provided neither
paragraph (a)
nor this paragraph
(b) shall prevent the Credit Parties or their Subsidiaries from
discontinuing the operation and maintenance of any of their properties or
allowing to lapse certain approvals, licenses or permits which discontinuance is
desirable in the conduct of its business and which discontinuance could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     

    7.09       Pari Passu
Ranking.  Each Credit Party will ensure at all times that its
respective Obligations with respect to the Loans under the Transaction Documents
constitute unconditional general obligations of such Credit Party ranking in
priority of payment at least pari passu with all other senior unsecured,
unsubordinated Debt of such Credit Party.

     

    7.10       Transactions with
Affiliates.  Each of the Credit Parties will conduct, and cause
each of its Subsidiaries to conduct, all transactions otherwise permitted under
this Agreement with any of its Affiliates on terms that are commercially
reasonable and no less favorable to such Credit Party or such Subsidiary than it
would obtain in a comparable arm’s-length transaction with a Person not an
Affiliate.

     

    7.11       Maintenance of Governmental
Approvals.  The Credit Parties will maintain in full force and
effect at all times all approvals of and filings with any Governmental Authority
or third party required under applicable law for the conduct of its business
(including, without limitation, antitrust laws or Environmental Laws) and the
performance of the Credit Parties’ obligations hereunder and under the other
Transaction Documents by the Borrower and/or the Guarantors, as applicable, and
for the validity or enforceability hereof and thereof, except where failure to
maintain any such approvals or filings could not reasonably be expected to have
a Material Adverse Effect.

     

    7.12       Inspection of
Property.  At any reasonable time during normal business hours
and from time to time with at least ten (10) Business Days prior notice, or at
any time if a Default or Event of Default shall have occurred and be continuing,
permit the Administrative Agent or any of the Lenders or any agents or
representatives thereof to examine and make abstracts from the records and books
of account of, and visit the properties of any Credit Party, and to discuss the
affairs, finances and accounts of such Credit Party with any of its officers or
directors and with its independent certified public accountants.  All
expenses associated with such inspection shall be borne by the inspecting
Lenders; provided that if a Default or an Event of Default shall have occurred
and be continuing, any expenses associated with such inspection shall be borne
jointly and severally by Credit Parties.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VIII

    NEGATIVE
COVENANTS APPLICABLE TO THE LOANS

     

     
Each Credit Party covenants and agrees for the benefit of the Lenders that until
all Obligations owed to the Lenders are paid in full, it will, unless waived in
writing by the Required Lenders pursuant to the provisions set forth in Section
13.02:

     

    8.01       Financial
Conditions.

     

    (a)         The
Parent shall not permit the Consolidated Net Debt / EBITDA Ratio at any time to
exceed 3.5 to 1.

     

    (b)         The
Parent shall not permit the Consolidated Fixed Charge Coverage Ratio at the end
of each fiscal quarter to be less than 2.5 to 1.

     

    (c)         Concurrently
with the delivery by the Borrower of any financial statements pursuant to Section 7.01, any
Credit Party shall deliver to the Administrative Agent (with a copy to each
Lender) a certificate from a Responsible Officer of the Parent containing all
information and calculations necessary for determining compliance with Sections 8.01 (a), as
applicable, and (b)
above.

     

    (d)         For
the purpose of calculating the Consolidated Net Debt / EBITDA Ratio in Section 8.01(a) above
only, “Consolidated Net Debt” shall not include any Debt which, notwithstanding
falling within the definition of Debt, is not required to be recorded as a
liability by the Parent on its consolidated balance sheet in accordance with
Mexican FRS.

     

    8.02       Liens.  The
Parent shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume or permit to exist any Lien on or with respect
to any property or asset of the Parent or any Subsidiary, whether now owned or
held or hereafter acquired, other than the following Liens (“Permitted
Liens”):

     

    (a)         Liens
for taxes, assessments and other governmental charges the payment of which is
being contested in good faith by appropriate proceedings promptly initiated and
diligently conducted and for which adequate reserves or other appropriate
provision, if any, as shall be required by Applicable GAAP shall have been
made;

     

    (b)         statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics and
materialmen incurred in the ordinary course of business for sums not yet due or
the payment of which is being contested in good faith by appropriate proceedings
promptly initiated and diligently conducted and for which such reserves or other
appropriate provision, if any, as shall be required by Applicable GAAP shall
have been made;

     

    (c)         Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security;

     

    (d)         any
attachment or judgment Lien, unless the judgment it secures shall not, within
sixty (60) days after the entry thereof, have been discharged or execution
thereof stayed pending 

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    appeal,
or shall not have been discharged within sixty (60) days after the expiration of
any such stay;

     

    (e)         Liens
existing on the date of this Agreement and liens existing as of March 31, 2008,
that are described in Schedule 7.06(e) to
the Dutch Loan “A” Agreement.

     

    (f)          any
Lien on property acquired by the Parent after the date hereof that was existing
on the date of acquisition of such property; provided that such
Lien was not incurred in anticipation of such acquisition, and any Lien created
to secure all or any part of the purchase price, or to secure Debt incurred or
assumed to pay all or any part of the purchase price, of property acquired by
the Parent or any of its Subsidiaries after the date hereof; provided, further, that (A) any
such Lien permitted pursuant to this clause (f) shall be
confined solely to the item or items of property so acquired (including, in the
case of any Acquisition of a corporation through the acquisition of 51% or more
of the voting stock of such corporation, the stock and assets of any Acquired
Subsidiary or Acquiring Subsidiary) and, if required by the terms of the
instrument originally creating such Lien, other property which is an improvement
to, or is acquired for specific use with, such acquired property; and (B) if
applicable, any such Lien shall be created within nine (9) months after, in the
case of property, its acquisition, or, in the case of improvements, their
completion;

     

    (g)         any
Lien renewing, extending or refunding any Lien permitted by clause (f)
above; provided
that the principal amount of Debt secured by such Lien immediately prior thereto
is not increased or the maturity thereof reduced and such Lien is not extended
to other property;

     

    (h)         any
Liens created on shares of Capital Stock of the Parent or any of its
Subsidiaries solely as a result of the deposit or transfer of such shares into a
trust or a special purpose vehicle (including any entity with legal personality)
of which such shares constitute the sole assets; provided that (A) any
shares of Subsidiary stock held in such trust, corporation or entity could be
sold by the Parent; and (B) proceeds from the deposit or transfer of such shares
into such trust, corporation or entity and from any transfer of or distributions
in respect of the Parent’s or any Subsidiary’s interest in such trust,
corporation or entity are applied as provided under Section 8.04; and
provided, further, that such
Liens may not secure Debt of the Parent or any Subsidiary (unless permitted
under another clause of this Section
8.02);

     

    (i)          any
Liens on securities securing repurchase obligations in respect of such
securities;

     

    (j)          any
Liens in respect of any Qualified Receivables Transaction;

     

    (k)         in
addition to the Liens permitted by the foregoing clauses (a) through
(j), Liens
securing Debt of the Parent and its Subsidiaries (taken as a whole) not in
excess of 5% of the Adjusted Consolidated Net Tangible Assets of the Parent and
its Subsidiaries; and

     

    (l)          any
Liens on “margin stock” purchased with the proceeds of the Loans within the
meaning of Regulation U, if and to the extent the value of all “margin stock” of
the Parent and its Subsidiaries exceeds 25% of the value of the total assets of
the Parent and its Subsidiaries;

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

     
unless, in each case, the Parent has made or caused to be made effective
provision whereby the Obligations hereunder are secured equally and ratably
with, or prior to, the Debt secured by such Liens (other than Permitted Liens)
for so long as such Debt is so secured.

     

    8.03       Consolidations and
Mergers.  None of the Credit Parties shall, in one or more related
transactions, (x) consolidate with or merge into any other Person or permit any
other Person to merge into it or (y) directly or indirectly, transfer, convey,
sell, lease or otherwise dispose of all or substantially all of its properties
or assets to any Person, unless, with respect to any transaction described in
clause (x) or
(y),
immediately after giving effect to such transaction:

     

    (a)         the
Person formed by any such consolidation or merger, if it is not the Borrower or
such Guarantor, or the Person that acquires by transfer, conveyance, sale, lease
or other disposition all or substantially all of the properties and assets of
the Borrower or such Guarantor (any such Person, a “Successor”)
(i) shall be a corporation organized and validly existing under the laws of
its place of incorporation, which in the case of a Successor to the Borrower
shall be Mexico, the United States, Canada, France, Belgium, Germany, Italy,
Luxembourg, The Netherlands, Portugal, Spain, Switzerland or the United Kingdom,
or any political subdivision thereof, (ii) in the case of a Successor to
the Borrower, shall expressly assume, pursuant to a written agreement in form
and substance satisfactory to the Required Lenders, the Obligations with respect
to the Loans of the Borrower pursuant to this Agreement and the performance of
every covenant on part of the Credit Parties to be performed and observed and
(iii) in the case of a Successor to any Guarantor, shall expressly assume,
pursuant to a written agreement in form and substance satisfactory to the
Required Lenders, the performance of every covenant of this Agreement on part of
such Guarantor to be performed and observed;

     

    (b)         in
the case of any such transaction involving the Borrower or any Guarantor, the
Borrower or such Guarantor, or the Successor of any thereof, as the case may be,
shall expressly agree to indemnify each Lender and the Administrative Agent
against any tax, levy, assessment or governmental charge payable by withholding
or deduction thereafter imposed on such Lender and/or the Administrative Agent
solely as a consequence of such transaction with respect to payments under the
Transaction Documents;

     

    (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, no
Default or Event of Default shall have occurred and be continuing;
and

     

    (d)         the
Borrower shall have delivered to the Administrative Agent an officer’s
certificate and an opinion of counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a written agreement is required in
connection with such transaction, such written agreement comply with the
relevant provisions of this Article VIII and that
all conditions precedent provided for in this Agreement relating to such
transaction have been complied with.

     

    8.04       Sales of Assets,
Etc..  The Parent 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 

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    any
Subsidiary), other than (a) inventory, trade receivables and assets surplus to
the needs of the business of the Parent 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 Parent through a Tender Offer,
unless the proceeds of the sale of such assets are retained by the Parent or
such Subsidiary, as the case may be, and, as promptly as practicable after such
sale (but in any event within 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 Parent
or any of its Subsidiaries, whether secured or unsecured; or (iii) investments
in companies engaged in the cement industry or related industries.

     

    8.05       Change in Nature of
Business.  Neither the Parent nor the Borrower shall make, or
permit any of its Material Subsidiaries to make, any material change in the
nature of its business as carried on at the date hereof.

     

    8.06           Margin
Regulations.  None of the Credit Parties shall use any part of
the proceeds of the Loans for any purpose which would result in any violation
(whether by any of the Credit Parties, the Administrative Agent or the Lenders)
of Regulation T, U or X of the Federal Reserve Board or to extend credit to
others for any such purpose.  None of the Credit Parties shall engage
in, or maintain as one of its important activities, the business of extending
credit for the purpose of purchasing or carrying any margin stock (as defined in
such regulations).

     

    ARTICLE
IX

    OBLIGATIONS
OF GUARANTORS

     

    9.01       The
Guaranty.  Each of the Guarantors jointly and severally hereby
unconditionally and irrevocably guarantee (as a primary obligor and not merely
as surety) payment in full as provided herein of all Obligations payable by the
Borrower to each Lender, the Administrative Agent, the Structuring Agent and the
Joint Lead Arrangers under this Agreement and the other Transaction Documents,
as and when such amounts become payable (whether at stated maturity, by
acceleration or otherwise).

     

    9.02       Nature of
Liability.  The obligations of the Guarantors hereunder are
guarantees of payment and shall remain in full force and effect until all
Obligations of the Borrower have been validly, finally and irrevocably paid in
full, and shall not be affected in any way by the absence of any action to
obtain such amounts from the Borrower or by any variation, extension, waiver,
compromise or release of any or all Obligations from time to time
therefor.  Each Guarantor waives all requirements as to promptness,
diligence, presentment, demand for payment, protest and notice of any kind with
respect to this Agreement and the other Transaction Documents.

     

    9.03       Unconditional
Obligations.  Notwithstanding any contrary principles under the
laws of any jurisdiction other than the State of New York, the obligations of
each of the Guarantors hereunder shall be unconditional, irrevocable and
absolute and, without limiting the generality of the foregoing, shall not be
impaired, terminated, released, discharged or otherwise affected by the
following:

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    (a)         the
existence of any claim, set-off or other right which either of the Guarantors
may have at any time against the Borrower, the Administrative Agent, any Lenders
or any other Person, whether in connection with this transaction or with any
unrelated transaction;

     

    (b)         any
invalidity or unenforceability of this Agreement or any other Transaction
Document relating to or against the Borrower or either of the Guarantors for any
reason;

     

    (c)         any
provision of applicable law or regulation purporting to prohibit the payment by
the Borrower of any amount payable by the Borrower under this Agreement or any
of the other Transaction Documents or the payment, observance, fulfillment or
performance of any other Obligations;

     

    (d)         any
change in the name, purposes, business, Capital Stock (including the ownership
thereof) or constitution of the Borrower;

     

    (e)         any
amendment, waiver or modification of any Transaction Document in accordance with
the terms hereof and thereof; or

     

    (f)          any
other act or omission to act or delay of any kind by the Borrower, the
Administrative Agent, the Lenders or any other Person or any other circumstance
whatsoever which might otherwise constitute a legal or equitable discharge of or
defense to either of the Guarantors’ obligations hereunder.

     

    9.04       Independent
Obligation.  The obligations of each of the Guarantors
hereunder are independent of the Borrower’s obligations under the Transaction
Documents and of any guaranty or security that may be obtained for the
Obligations.  The Administrative Agent and the Lenders may neglect or
forbear to enforce payment hereunder, under any Transaction Document or under
any guaranty or security, without in any way affecting or impairing the
liability of each Guarantor hereunder.  The Administrative Agent or
the Lenders shall not be obligated to exhaust recourse or take any other action
against the Borrower or under any agreement to purchase or security which the
Administrative Agent or the Lenders may hold before being entitled to payment
from the Guarantors of the obligations hereunder or proceed against or have
resort to any balance of any deposit account or credit on the books of the
Administrative Agent or the Lenders in favor of the Borrower or each of the
Guarantors.  Without limiting the generality of the foregoing, the
Administrative Agent or the Lenders shall have the right to bring suit directly
against either of the Guarantors, either prior or subsequent to or concurrently
with any lawsuit against, or without bringing suit against, the Borrower and/or
the other Guarantor.

     

    9.05       Waiver of
Notices.  Each of the Guarantors hereby waives notice of
acceptance of this Article IX and
notice of any liability to which it may apply, and waives presentment, demand
for payment, protest, notice of dishonor or nonpayment of any such liability,
suit or the taking of other action by the Administrative Agent or the Lenders
against, and any other notice, to the Guarantors.

     

    9.06       Waiver of
Defenses.  To the extent permitted by New York law and
notwithstanding any contrary principles under the laws of any other
jurisdiction, each of the Guarantors hereby waives any and all defenses to which
it may be entitled, whether at common law, in equity or by statute which limits
the liability of, or exonerates, guarantors or which may 

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    conflict
with the terms of this Article IX,
including failure of consideration, breach of warranty, statute of frauds,
merger or consolidation of the Borrower, prior notice to the Borrower, that the
Borrower’s assets are used to repay the Loans first, that the liability of the
Guarantors be split, statute of limitations, accord and satisfaction and
usury.  Without limiting the generality of the foregoing, each of the
Guarantors consents that, without notice to such Guarantor and without the
necessity for any additional endorsement or consent by such Guarantor, and
without impairing or affecting in any way the liability of such Guarantor
hereunder, the Administrative Agent and the Lenders may at any time and from
time to time, upon or without any terms or conditions and in whole or in part,
(a) change the manner, place or terms of payment of, and/or change or extend the
time or payment of, renew or alter, any of the Obligations, any security
therefor, or any liability incurred directly or indirectly in respect thereof,
and this Article IX shall
apply to the Obligations as so changed, extended, renewed or altered; (b)
exercise or refrain from exercising any right against the Borrower or others
(including the Guarantors) or otherwise act or refrain from acting; (c) settle
or compromise any of the Obligations, any security therefor or any liability
(including any of those hereunder) incurred directly or indirectly in respect
thereof or hereof, and may subordinate the payment of all or any part thereof to
the payment of any such liability (whether due or not) of the Borrower to
creditors of the Borrower other than the Administrative Agent and the Lenders
and the Guarantors; (d) apply any sums by whomsoever paid or howsoever realized,
other than payments of the Guarantors of the Obligations, to any liability or
liabilities of the Borrower under the Transaction Documents or any instruments
or agreements referred to herein or therein, to the Administrative Agent and the
Lenders regardless of which of such liability or liabilities of the Borrower
under the Transaction Documents or any instruments or agreements referred to
herein or therein remain unpaid; (e) consent to or waive any breach of, or
any act, omission or default under the Obligations or any of the instruments or
agreements referred to in this Agreement and the other Transaction Documents, or
otherwise amend, modify or supplement the Obligations or any of such instruments
or agreements, including the Transaction Documents; and/or (f) request or accept
other support of the Obligations or take and hold any security for the payment
of the Obligations or the obligations of the Guarantors under this Article IX, or
allow the release, impairment, surrender, exchange, substitution, compromise,
settlement, rescission or subordination thereof.

     

    9.07       Bankruptcy and Related
Matters.

     

    (a)         So
long as any of the Obligations remain outstanding, each Credit Party shall not,
without the prior written consent of the Administrative Agent (acting with the
consent of the Required Lenders), commence or join with any other Person in
commencing any bankruptcy, liquidation, reorganization or insolvency
proceedings of, or against, the Borrower.

     

    (b)         If
acceleration of the time for payment of any amount payable by the Borrower under
this Agreement or the Maturity “A” Notes is stayed upon the insolvency,
bankruptcy, reorganization or any similar event of
the Borrower or otherwise, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by the Guarantors
hereunder forthwith on demand by the Administrative Agent made at the request of
the Lenders.

     

    (c)         The
obligations of each of the Guarantors under this Article IX shall
not be reduced, limited, impaired, discharged, deferred, suspended or terminated
by any proceeding or 

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    action,
voluntary or involuntary, involving the bankruptcy, insolvency, receivership,
reorganization, marshalling of assets, assignment for the benefit of creditors,
readjustment, liquidation or arrangement of the Borrower or similar proceedings
or actions or by any defense which the Borrower may have by reason of the order,
decree or decision of any court or administrative body resulting from any such
proceeding or action.  Without limiting the generality of the
foregoing, the Guarantors’ liability shall extend to all amounts and obligations
that constitute the Obligations and would be owed by the Borrower but for the
fact that they are unenforceable or not allowable due to the existence of any
such proceeding or action.

     

    (d)         Each
of the Guarantors acknowledges and agrees that any interest on any portion of
the Obligations which accrues after the commencement of any proceeding or action
referred to above in Section 9.07(c)
(or, if interest on any portion of the Obligations ceases to accrue by operation
of law by reason of the commencement of said proceeding or action, such interest
as would have accrued on such portion of the Obligations if said proceedings or
actions had not been commenced) shall be included in the Obligations, it being
the intention of the Guarantors, the Administrative Agent, and the Lenders that
the Obligations which are to be purchased by the Guarantors pursuant to this
Article IX
shall be determined without regard to any rule of law or order which may relieve
the Borrower of any portion of such Obligations.  The Guarantors will
take no action to prevent any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person from paying
the Administrative Agent, or allowing the claim of the Administrative Agent, for
the benefit of the Administrative Agent, and the Lenders, in respect of any such
interest accruing after the date of which such proceeding is commenced, except
to the extent any such interest shall already have been paid by the
Guarantors.

     

    (e)         Notwithstanding
anything to the contrary contained herein, if all or any portion of the
Obligations are paid by or on behalf of the Borrower, the obligations of the
Guarantors hereunder shall continue and remain in full force and effect or be
reinstated, as the case may be, in the event that all or any part of such
payment(s) are rescinded or recovered, directly or indirectly, from the
Administrative Agent and/or the Lenders as a preference, preferential transfer,
fraudulent transfer or otherwise, and any such payments which are so rescinded
or recovered shall constitute Obligations for all purposes under this Article IX, to
the extent permitted by applicable law.

     

    9.08       No
Subrogation.  Notwithstanding any payment or payments made by
any of the Guarantors hereunder or any set-off or application of funds of any of
the Guarantors by the Administrative Agent or any Lender, no Guarantor shall be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Lender against the Borrower or any other Guarantor or any collateral
security or guarantee or right of offset held by the Administrative Agent or any
Lender for the payment of the Obligations, nor shall any Guarantor seek or be
entitled to seek any contribution or reimbursement from the Borrower or any
other Guarantor in respect of payments made by such Guarantor hereunder, until
all amounts owing to the Administrative Agent and the Lenders by the Borrower on
account of the Obligations shall have been indefeasibly paid in full in
cash.  If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time when all of the Obligations shall not have been
indefeasibly paid in full in cash, such amount shall be held by such Guarantor
in trust for the Administrative Agent and the Lenders, segregated from other
funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Administrative Agent in the 

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

    exact
form received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Obligations,
whether matured or unmatured, in such order as the Administrative Agent may
determine.

     

    9.09       Right of
Contribution.  Subject to Section 9.08, each
Guarantor hereby agrees that to the extent that a Guarantor shall have paid more
than its proportionate share of any payment made hereunder, such Guarantor shall
be entitled to seek and receive contribution from and against any other
Guarantor hereunder who has not paid its proportionate share of such
payment.  The provisions of this Section 9.09 shall in
no respect limit the obligations and liabilities of any Guarantor to the
Administrative Agent, the Structuring Agent, the Joint Lead Arrangers and the
Lenders, and each Guarantor shall remain liable to the Administrative Agent, the
Structuring Agent, the Joint Lead Arrangers and the Lenders for the full amount
guaranteed by such Guarantor hereunder.

     

    9.10       General Limitation on
Guaranty.  In any action or proceeding involving any applicable
corporate law, or any applicable bankruptcy, insolvency, reorganization, concurso mercantil or other
law affecting the rights of creditors generally, if the obligations of any
Guarantor under this Article IX would
otherwise, taking into account the provisions of Section 9.09, be
held or determined to be void, invalid or unenforceable, or subordinated to the
claims of any other creditors, on account of the amount of its liability under
Section 9.01,
then, notwithstanding any other provision hereof to the contrary, the amount of
such liability shall, without any further action by such Guarantor, any Lender,
the Administrative Agent or any other Person, be automatically limited and
reduced to the highest amount that is valid and enforceable and not subordinated
to the claims of other creditors as determined in such action or
proceeding.

     

    9.11       Covenants of the
Guarantors.  Each Guarantor hereby covenants and agrees that,
so long as any Obligations with respect to the Loans under this Agreement and
any other Transaction Document remain unpaid, it shall comply with the covenants
contained or incorporated by reference in this Agreement applicable to the Loans
to the extent applicable to it.

     

    ARTICLE
X

    EVENTS
OF DEFAULT

     

    10.01     Events of Default Applicable
to the Loans.  The following specified events shall constitute
“Events of Default” for the purposes of this Agreement:

     

    (a)         Payment
Defaults.  The Borrower shall (i) fail to pay any principal of
the Loans when due in accordance with the terms hereof or (ii) fail to pay
any interest on the Loans, any fee or any other amount payable under this
Agreement or any Maturity “A” Note within three (3) Business Days after the same
becomes due and payable; or

     

    (b)         Representation and
Warranties.  Any representation or warranty made by any Credit
Party in any Transaction Document or which is contained in any certificate,
document or financial or other statement furnished at any time under or in
connection with this Agreement or any other Transaction Document, as applicable,
shall prove to have been incorrect in any material respect on or as of the date
made if such failure shall remain unremedied for thirty (30) days after the
earlier of the date on which (i) a Responsible Officer of such Credit Party
becomes 

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    aware
of such incorrectness or (ii) written notice thereof shall have been given to
the Borrower by the Administrative Agent; or

     

    (c)         Specific
Defaults.  A Credit Party shall fail to perform or observe any
term, covenant or agreement contained in Section 7.01, 7.02(a), 7.06 (with respect to
the Borrower’s and each Guarantor’s existence only) or 7.09 or Article VIII;
or

     

    (d)         Other
Defaults.  A Credit Party shall fail to perform or observe any
term, covenant or agreement applicable to the Loans contained in this Agreement
or the Maturity “A” Notes, any certificates, waivers, or any other agreements
delivered pursuant to this Agreement related to the Loans (other than as
provided in paragraphs
(a) and (c) above) and such
failure shall continue unremedied for a period of thirty (30) days after the
earlier of the date on which (i) the Responsible Officer of the Borrower becomes
aware of such failure or (ii) written notice thereof shall have been given to
the Borrower by the Administrative Agent at the request of any Lender;
or

     

    (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 Parent or any of its Subsidiaries, and (unless any principal amount of such
Material Debt is otherwise due and payable) 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

     

    (f)          Voluntary
Bankruptcy.  Any Credit Party or any Material Subsidiary shall
commence a voluntary case or other proceeding seeking liquidation,
reorganization, concurso
mercantil or other relief with respect to itself or its debts under any
bankruptcy, insolvency, reorganization or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, or
shall consent to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other proceeding commenced
against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any
corporate action to authorize any of the foregoing or the equivalent thereof
under applicable law; or

     

    (g)         Involuntary
Bankruptcy.  An involuntary case or other proceeding shall be
commenced against any Credit Party or any Material Subsidiary seeking
liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency, concurso mercantil or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of sixty (60) consecutive
days; or an order for relief shall be entered against the Parent or any Material
Subsidiaries under any bankruptcy, insolvency, suspensión de pagos or other
similar law as now or hereafter in effect; or

     

    (h)         Monetary
Judgment.  A final judgment or judgments or order or orders not
subject to further appeal for the payment of money in an aggregate amount in
excess of U.S.$50,000,000 

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    shall
be rendered against the Parent and/or any of its Subsidiaries that are neither
discharged nor bonded in full within thirty (30) days thereafter;
or

     

    (i)          Pari
Passu.  The Obligations of the Credit Parties under this
Agreement shall fail to rank at least pari passu with all other
senior unsecured Indebtedness of the Borrower or such Guarantor, as the case may
be; or

     

    (j)          Validity of
Agreement.  The Borrower shall contest the validity or
enforceability of any Transaction Document with respect to the Loan or shall
deny generally the liability of the Borrower under any Transaction Documents
with respect to the Loan or either Guarantor shall contest the validity of or
the enforceability of their guarantee hereunder or any obligation of either
Guarantor under Article IX
hereof shall not be (or is claimed by either Guarantor not to be) in full force
and effect; or

     

    (k)         Governmental
Authority.  Any governmental or other consent, license,
approval, permit or authorization which is now or may in the future be necessary
or appropriate under any applicable Requirement of Law for the execution,
delivery, or performance by the Borrower or either Guarantor of any Transaction
Document to which it is a party or to make such Transaction Document legal,
valid, enforceable and admissible in evidence shall not be obtained or shall be
withdrawn, revoked or modified or shall cease to be in full force and effect or
shall be modified in any manner that would have an adverse effect on the rights
or remedies of the Administrative Agent or the Lenders; or

     

    (l)          Expropriation,
Etc.  Any Governmental Authority shall condemn, nationalize,
seize or otherwise expropriate all or any substantial portion of the property
of, or Capital Stock issued or owned by, the Borrower or either Guarantor or
take any action that would prevent the Borrower or either Guarantor from
performing its obligations with respect to the Loan under this Agreement or the
Maturity “A” Notes, the Conversion Notice, any certificates, waivers, or any
other agreements delivered pursuant to this Agreement; or

     

    (m)        Moratorium; Availability of
Foreign Exchange.  A moratorium shall be agreed or declared in
respect of any Debt of the Borrower or either Guarantor or any restriction or
requirement not in effect on the date hereof shall be imposed, whether by
legislative enactment, decree, regulation, order or otherwise, which limits the
availability or the transfer of foreign exchange by the Borrower or either
Guarantor for the purpose of performing any material obligation under this
Agreement or the Maturity “A” Notes, any certificates, waivers, or any other
agreements delivered pursuant to this Agreement to which it is a party;
or

     

    (n)         Change of Ownership or
Control.  The beneficial ownership (within the meaning of Rule
13d-3 promulgated by the Securities Exchange Commission under the Securities
Exchange Act of 1934, as amended) of 20% or more in voting power of the
outstanding voting stock of the Borrower or either Guarantor is acquired by any
Person after the Dutch Loan Closing Date; provided that the
acquisition of beneficial ownership of Capital Stock of the Borrower or either
Guarantor by Lorenzo H. Zambrano or any member of his immediate family shall not
constitute an Event of Default.

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    10.02     Remedies.

     

    (a)         If
an Event of Default under Sections 10.01(f) and
(g) occurs with
respect to any Credit Party, the outstanding principal amount of the Loans
together with any accrued but unpaid interest thereon, in each case without
notice or any other act by the Lenders, shall immediately become due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower.

     

    (b)         If
any Event of Default has occurred and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders
declare by written notice to the Borrower, the principal amount of the
outstanding Loans to be forthwith due and payable, whereupon such principal
amount, together with accrued interest thereon, including any fees due under
this Agreement, shall become immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived.

     

    10.03     Notice of
Default.  To the extent permitted by law, the Administrative
Agent shall give notice to the Borrower of any event occurring under Section 10.01(a),
(b), (c) or (d) promptly upon
being requested to do so by any Lender and shall thereupon notify all the
Lenders thereof.

     

    ARTICLE
XI

    THE
ADMINISTRATIVE AGENT

     

    11.01     Appointment and
Authorization.

     

    (a)         Each
Lender hereby irrevocably designates and appoints ING Capital LLC as the
Administrative Agent of such Lender under this Agreement, and each Lender hereby
irrevocably authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Transaction
Document and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement or any
other Transaction Document, together with such other powers as are reasonably
incidental thereto.

     

    (b)         Notwithstanding
any provision to the contrary contained elsewhere in this Agreement or in any
other Transaction Document, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other
Transaction Document or otherwise exist against the Administrative
Agent.

     

    11.02     Delegation of
Duties.  The Administrative Agent may execute any of its duties
under this Agreement or any other Transaction Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative
Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

    11.03     Liability of Administrative
Agent.  Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(a) liable for any action taken or omitted to be taken by it or any such Person
under or in connection with this Agreement or any other Transaction Document or
the transactions contemplated hereby (except for its or such Person’s own gross
negligence or willful misconduct), or (b) responsible in any manner to any of
the Lenders for any recital, statement, representation or warranty made by a
Credit Party or any officer thereof contained in this Agreement or in any other
Transaction Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent under or
in connection with, this Agreement or any other Transaction Document, or for the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Transaction Document, or for any failure of a Credit
Party or any other party to any Transaction Document to perform its obligations
hereunder or thereunder.  Except as otherwise expressly stated herein,
the Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other
Transaction Document, or to inspect the properties, books or records of a Credit
Party.

     

    11.04     Reliance by Administrative
Agent.

     

    (a)         The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or teletype message, statement, order or
other document or telephone conversation believed by it in good faith to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Administrative
Agent.  The Administrative Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Transaction
Document unless it shall first receive such advice or concurrence of the
Required Lenders and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of failing to take, taking or continuing to take any
such action.  The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Transaction Document in accordance with a request or consent of the
Required Lenders (or when expressly required hereby, all the Lenders) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.

     

    (b)         For
purposes of determining compliance with the conditions specified in Section 4.01, each
Lender that has executed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter sent
by the Administrative Agent to such Lender for consent, approval, acceptance or
satisfaction on or before the Conversion Date.

     

    11.05     Notice of
Default.  The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default (except
for the Administrative Agent with respect to defaults in the payment of
principal, interest and fees required to be paid to the Administrative Agent for
the account of the Lenders) unless it shall have received written notice from a
Lender or the Borrower referring to this Agreement and describing such Default
or Event of Default and stating that such notice is a “Notice of
Default”.  

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

     

    The
Administrative Agent shall promptly notify the Lenders of its receipt of any
such notice.  The Administrative Agent shall take such action with
respect to such Default or Event of Default as may be requested by the Required
Lenders or the Lenders; provided, however, that unless and until the
Administrative Agent has received any such request, the Administrative Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable or in the best interest of the Lenders.

     

    11.06     Credit
Decision.  Each Lender expressly acknowledges that neither the
Administrative Agent nor any of its Affiliates, officers, directors, employees,
agents or attorneys-in-fact has made any representation or warranty to it, and
that no act by the Administrative Agent hereafter taken, including any review of
the affairs of a Credit Party, or any of its Affiliates, shall be deemed to
constitute any representation or warranty by the Administrative Agent to any
Lender.  Each Lender acknowledges to the Administrative Agent that it
has, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower, the Guarantors and their Affiliates and all
applicable Lender regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement.  Each
Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Transaction Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of any Credit Party.  Except for notices, reports and
other documents expressly herein required to be furnished to the Lenders by the
Administrative Agent, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any Credit Party which may come into the
possession of the Administrative Agent or any of its Affiliates, officers,
directors, employees, agents or attorneys-in-fact.

     

    11.07     Indemnification.

     

    (a)         Whether
or not the transactions contemplated hereby are consummated, the Lenders agree
to indemnify upon demand the Administrative Agent and its Affiliates, directors,
officers, advisors, agents and employees (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably
based on such Lender’s share of the aggregate amount of Loans outstanding
hereunder, from and against any and all claims, liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including at any
time following the payment of the Obligations or the Maturity Date) be imposed
on, incurred by or asserted against the Administrative Agent (or any of its
Affiliates, directors, officers, agents and employees) in any way relating to or
arising out of this Agreement or any other Transaction Document, or any
documents contemplated by or referred to herein or the transactions contemplated
hereby or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided, however, that no
Lender shall be liable for the 

     

    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    

     

    payment
of any portion of such claims, liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements to the
extent it results from the gross negligence or willful misconduct of the
Administrative Agent or its Affiliates, directors, officers, agents or
employees.  Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share (based on
its share of the aggregate amount of Loans outstanding hereunder) of any
reasonable and documented costs or out-of-pocket expenses (including legal fees)
incurred by the Administrative Agent in connection with the preparation,
execution, modification, amendment or enforcement (whether through negotiations,
legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Transaction Document, or any
document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower.

     

    11.08     Administrative Agent in its
Individual Capacity.  ING CAPITAL LLC may make loans to, issue
letters of credit for the account of, accept deposits from and generally engage
in any kind of banking, trust, financial advisory, underwriting or other
business with the Borrower, the Guarantors or any of their Affiliates as though
ING CAPITAL LLC were not the Administrative Agent hereunder and without notice
to or consent of the Lenders.  The Lenders acknowledge that, pursuant
to such activities, ING CAPITAL LLC or its Affiliates may receive information
regarding the Borrower, the Guarantors and their Affiliates (including
information that may be subject to confidentiality obligations in favor of any
Credit Party) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them.  With respect to the
Obligations, ING CAPITAL LLC shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not
the Administrative Agent, and the terms “Lender” and “Lenders” include ING
CAPITAL LLC in its individual capacity.

     

    11.09     Successor Administrative
Agent.  The Administrative Agent may, and at the request of the
Required Lenders shall, resign as the Administrative Agent upon thirty (30)
days’ notice to the Lenders and the Borrower.  If the Administrative
Agent resigns under this Agreement, the Required Lenders shall appoint from
among the Lenders a successor agent for the Lenders, which appointment shall be
subject to the approval of the Borrower, such approval not to be unreasonably
withheld (unless a Default or Event of Default shall have occurred and be
continuing, in which case such approval shall not be required).  If no
successor agent is appointed prior to the effective date of the resignation of
the Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and the Borrower, a successor agent from among the
Lenders.  Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term “Administrative Agent”
shall mean such successor agent effective upon its appointment, and the retiring
Administrative Agent’s rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act on the part of such retiring
Administrative Agent.  After any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the provisions of this Article XI and
Sections 13.04
and 13.05 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement.  If no successor
agent has accepted the appointment as Administrative Agent by the date which is
thirty (30) days following a retiring Administrative Agent’s notice of
resignation, the retiring Administrative Agent’s resignation shall nevertheless


     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

     

    thereupon
become effective and either the Borrower or the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor agent, which shall be a
commercial bank organized or licensed under the laws of the United States or of
any State thereof and having a combined capital and surplus of at least
U.S.$400,000,000.

     

    ARTICLE
XII

    THE
STRUCTURING AGENT

     

    12.01     The Structuring
Agent.  The Borrower hereby confirms the designation of HSBC
SECURITIES (USA) INC., as the Structuring Agent for the Loans.  The
Structuring Agent assumes no responsibility or obligation hereunder for
servicing, enforcement or collection of the Obligations, or any duties as agent
for the Lenders.  The title “Structuring Agent” implies no fiduciary
responsibility on the part of the Structuring Agent to the Administrative Agent,
or the Lenders, and the use of such title does not impose on the Structuring
Agent any duties or obligations under this Agreement except as may be expressly
set forth herein.

     

    12.02     Liability of Structuring
Agent.  Neither the Structuring Agent nor any of its respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(a) liable for any action lawfully taken or omitted to be taken by them or any
such Person under or in connection with this Agreement or any other Transaction
Document (except for such Structuring Agent’s own gross negligence or willful
misconduct), or (b) responsible in any manner to any Lender for any recital,
statement, representation or warranty made by the Borrower or any officer
thereof, contained in this Agreement or in any other Transaction Document, or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Structuring Agent under or in connection with, this
Agreement or any other Transaction Document or for the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other
Transaction Document or for any failure of the Borrower or any other party to
any other Transaction Document to perform its obligations hereunder or
thereunder.  Except as otherwise expressly stated herein, the
Structuring Agent shall not be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Transaction
Document, or to inspect the properties, books or records of the
Borrower.

     

    12.03     Structuring Agent in its
Individual Capacity.  The Structuring Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with the Borrower or any of its Affiliates as though it were not the
Structuring Agent hereunder.

     

    12.04     Credit
Decision.  Each Lender expressly acknowledges that neither the
Structuring Agent nor any of its respective Affiliates, officers, directors,
employees, agents or attorneys-in-fact have made any representation or warranty
to it, and that no act by the Structuring Agent hereafter taken, including any
review of the affairs of a Credit Party, shall be deemed to constitute any
representation or warranty by the Structuring Agent to any
Lender.  Each Lender acknowledges to the Structuring Agent that it
has, independently and without reliance upon the Structuring Agent, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of a Credit Party
and its Affiliates and made its own decision to enter into this
Agreement.  Each Lender also 

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

     

    acknowledges
that it will, independently and without reliance upon the Structuring Agent, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Transaction
Documents, and to make such investigations as it deems necessary to inform
itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of any Credit Party.  The Structuring
Agent shall not have any duty or responsibility to provide any Lender with any
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower which may come into the
possession of the Structuring Agent or any of its respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

     

    ARTICLE
XIII

    MISCELLANEOUS

     

    13.01     Notices.

     

    (a)         Except
as otherwise expressly provided herein, all notices, requests, demands or other
communications to or upon any party hereunder with respect to the Loans shall be
in writing (including facsimile transmission) and shall be sent by an overnight
courier service, transmitted by facsimile or delivered by hand to such
party:  (i) in the case of a Credit Party, the Structuring Agent, the
Joint Lead Arrangers or the Administrative Agent, at its address or facsimile
number set forth on Schedule 2.01(c) or
at such other address or facsimile number as such party may designate by notice
to the other parties hereto and (ii) in the case of any Lender, at its
address or facsimile number set forth in Schedule 2.01(b) or
at such other address or facsimile number as such Lender may designate by notice
to the Borrower, the Structuring Agent, the Joint Lead Arrangers and the
Administrative Agent.

     

    (b)         Unless
otherwise expressly provided for herein, each notice, request, demand or other
communication with respect to the Loans shall be effective (1) if sent by
overnight courier service or delivered by hand, upon delivery, (2) if given by
facsimile, when transmitted to the facsimile number specified pursuant to paragraph (a) above
and confirmation of receipt of a legible copy thereof is received, or (3) if
given by any other means, when delivered at the address specified pursuant to
paragraph (a)
above; provided, however, that notices
to the Administrative Agent under Article II,
III, IV or XI shall not be
effective until received.

     

    13.02     Amendments and
Waivers.  No amendment, waiver or modification of any provision
of this Agreement, and no consent to any departure by any Credit Party from the
terms of this Agreement shall be effective, in each case without the written
consent of the Credit Parties, and acknowledged by the Administrative Agent
(which shall be a purely ministerial action) and signed or consented to by the
Required Lenders, and then such amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no amendment, waiver or consent shall:

     

    (a)         (i)  except
as specifically provided herein, increase or decrease the Loan of any Lender;
or

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

     

    (ii)          extend
the maturity of any of the Obligations, extend the time of payment of interest
thereon, or extend the Maturity Date; or

     

    (iii)         forgive
any Obligation, reduce the principal amount of the Obligations, reduce the rate
of interest thereon or change the provisions of Section
3.02;

     

    in
each case without the consent of the Borrower and each Lender directly affected
thereby;

     

    (b)         (i)          amend,
modify or waive any provision of this Section 13.02;
or

     

    (ii)          change
the percentage specified in the definition of Required Lenders or the number of
Lenders which shall be required for the Lenders or any of them to take any
action under this Agreement; or

     

    (iii)         amend,
modify or waive any provision of Section
11.06;

     

    (iv)         amend,
modify or waive any provision of ARTICLE IV;
or

     

    in
each case without the consent of the Borrower and all the Lenders;

     

    (c)         amend,
modify or waive any provision of ARTICLE XI without
the written consent of the Administrative Agent; and

     

    (d)         amend,
modify or waive any provision of ARTICLE XII without
the consent of the Structuring Agent.

     

    13.03     No Waiver; Cumulative
Remedies.  No failure to exercise and no delay in exercising,
on the part of the Administrative Agent or any Lender, any right, remedy, power
or privilege hereunder or under any other Transaction Document shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights and remedies herein provided are cumulative and
not exclusive of any rights or remedies provided by law.

     

    13.04     Payment of Expenses,
Etc.  The Borrower agrees to pay on demand:

     

    (a)         all
reasonable and documented out-of-pocket costs and expenses (including reasonable
legal fees and disbursements of special Mexican counsel, special Dutch counsel
and New York counsel to the Administrative Agent and the allocated cost of
in-house counsel to the Administrative Agent), syndication (including printing,
distribution and bank meetings), travel, telephone and duplication expenses and
other reasonable and documented costs and out-of- pocket expenses in connection
with the arrangement, documentation, negotiation and closing of the Transaction
Documents;

     

    (b)         all
reasonable and documented out-of-pocket costs and expenses incurred by the
Administrative Agent in connection with any amendment to, waiver of, or consent
to any Transaction Document or the transactions contemplated hereby, including
the reasonable fees 

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

    and
reasonable and documented out-of-pocket expenses of special Mexican, special
Dutch counsel and New York counsel to the Administrative Agent; and

     

    (c)         all
reasonable and documented out-of-pocket costs and expenses incurred by the
Administrative Agent or any Lender in connection with the enforcement of and/or
preservation of any rights under this Agreement or any other Transaction
Document (whether through negotiations, legal proceedings or otherwise),
including the reasonable fees and reasonable and documented out-of-pocket
expenses of special Mexican, special Dutch counsel and New York counsel to the
Administrative Agent and such Lender.

     

    13.05     Indemnification.  The
Borrower agrees to indemnify and hold harmless the Structuring Agent, the Joint
Lead Arrangers, the Administrative Agent and each Lender and each of their
Affiliates and their officers, directors, employees, agents and advisors (each,
an “Indemnified
Party”) from and against any and all claims, damages, losses, liabilities
and expenses (including reasonable fees and expenses of counsel, the allocated
cost of in-house counsel and settlement costs), but excluding taxes that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of (including in connection
with any investigation, litigation or proceeding or preparation of a defense in
connection therewith) (i) the Transaction Documents, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the Loans
or (ii) or any Environmental Action relating in any way to the Borrower or any
of its Subsidiaries, except to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party’s bad faith, gross
negligence or willful misconduct.  In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 13.05
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by the Borrower, its directors, shareholders
or creditors or an Indemnified Party or any other Person or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated.  Each Credit Party also agrees
not to assert any claim against the Structuring Agent, the Joint Lead Arrangers,
the Administrative Agent, any Lender, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys and agents, on any theory
of liability, for special, indirect, consequential or punitive damages arising
out of or otherwise relating to the Transaction Documents, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Transaction Documents.  Neither the Structuring Agent, the
Joint Lead Arrangers, the Administrative Agent, nor any Lender shall be deemed
to have any fiduciary relationship with any Credit Party.

     

    13.06     Successors and
Assigns.

     

    (a)         The
provisions of this Agreement shall be binding upon the Borrower, the Guarantors,
their successors and assigns and shall inure to the benefit of the Structuring
Agent, the Joint Lead Arrangers, the Administrative Agent and the Lenders and
their respective successors and assigns, except that the Credit Parties may not
assign or otherwise transfer any of their rights or obligations under this
Agreement without the prior written consent of all Lenders other than pursuant
to the terms of this Agreement.

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    (b)         Any
Lender (such Lender, an “Assignor”) may at any
time, in its sole discretion, and any Lender, if demanded by the Borrower
pursuant to Section
3.08 upon at least five (5) Business Days’ notice to such Lender and
Administrative Agent, (i) assign or pledge as security all or part of such
Lender’s rights under this Agreement but not its obligations, to any Federal
Reserve Board or entity that is a lender to such Lender without the prior
consent (written or otherwise) of the Borrower, the Administrative Agent, the
Parent or any other third party, or (ii) assign all or part of such Lender’s
rights or obligations under this Agreement and any Maturity “A” Notes to any of
its Affiliates or related funds or any other Lender or any Affiliate of a Lender
, in each case without the prior consent (written or otherwise) of the Borrower,
the Administrative Agent, the Parent or any other third party, and/or (iii)
assign all or part of such Lender’s rights or obligations under this Agreement
and any Maturity “A” Notes to one or more banks or other financial institutions
or any other person that is not a Competitor with the prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed, of the
Borrower, the Parent and the Administrative Agent (each such person, an “Assignee”); provided however that, in the
case of an assignment of only part of such rights and obligations under clause (iii), such
assignment shall be in integral multiples of U.S.$5,000,000; provided further that in the
case of an assignment of only part of such rights and obligations under clause (iii), the
Borrower shall be deemed to have consented to an assignment if it fails to
respond to a written request for consent within ten (10) Business Days of such
request; provided, further, that if the
value of the rights and obligations assigned under clause (i) or clause (ii) is less
than euro 50,000 (or its equivalent in another currency or currencies) the
assignee or transferee otherwise qualifies as a Professional Market Party. Upon
the occurrence and continuation of an Event of Default, each Lender shall have
the right, in its sole discretion, to assign all or part of its rights or
obligations under this Agreement and any Maturity “A” Notes to any Person that
is not a Competitor, without the prior consent (written or otherwise) of the
Borrower, the Administrative Agent, the Parent or any other third party; provided however that if the
value of the rights and obligations assigned is less than euro 50,000 (or its
equivalent in another currency or currencies) the assignee or transferee
otherwise qualifies as a Professional Market Party. Upon execution and delivery
of an Assignment and Assumption Agreement pursuant to which the Assignee shall
assume the Assignor’s rights and obligations under this Agreement and any
Maturity “A” Notes and payment by the Assignee to the Assignor of an amount
equal to the purchase price agreed between such Assignor and such Assignee, such
Assignee shall be a Lender party to this Agreement and shall have all the rights
and obligations of a Lender with a commitment as set forth in such instrument of
assumption (in addition to any commitment previously held by it), and the
Assignor shall be released from its obligations hereunder to a corresponding
extent (except to the extent the same arose prior to the assignment); and, in
the case of an Assignment and Assumption Agreement covering all of the
transferor Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Section 3.01 (to
the extent any claim thereunder relates to an event arising or such Lender’s
status or activity as Lender prior to such assignment), and no further consent
or action by any party shall be required.  Upon the consummation of
any assignment pursuant to this paragraph (b), the
Assignor, the Administrative Agent and the Borrower shall make appropriate
arrangements so that a new Maturity “A” Note is issued to the Assignee at the
expense of the Assignee.  In connection with any such assignment
(other than a transfer by a Lender to one of its Affiliates), the Assignor (or
in the case of Section
3.07, the Borrower) shall pay to the 

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

     

    Administrative
Agent an administrative fee for processing such assignment in the amount of
U.S.$3,500.

     

    (c)         Nothing
herein shall prohibit any Lender from pledging or assigning any Maturity “A”
Note to any Federal Reserve Bank of the United States in accordance with
applicable law and without compliance with the foregoing provisions of this
Section 13.06;
provided, however, that such
pledge or assignment shall not release such Lender from its obligations
hereunder.

     

    (d)         Any
Lender may, without any consent of the Borrower, the Administrative Agent or any
other third party at any time grant to any Person that is not a Competitor (each
a “Participant”)
participating interests in its Loans; provided however that if the
value of the rights and obligations assigned is less than euro 50,000 (or its
equivalent in another currency or currencies) the assignee or transferee
otherwise qualifies as a Professional Market Party.  In the event of
any such grant by a Lender of a participating interest to a Participant, whether
or not upon notice to the Borrower and the Administrative Agent, such Lender
shall remain responsible for the performance of its obligations hereunder, and
the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.  Any agreement pursuant to which any
Lender may grant such a participating interest shall provide that such Lender
shall retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder, including the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided, however, that such
participation agreement may provide that such Lender will not agree to any
modification, amendment or waiver of this Agreement extending the maturity of
any Obligation in respect of which the participation was granted, or reducing
the rate or extending the time for payment of interest thereon or reducing the
principal thereof, or reducing the amount or basis of calculation of any fees to
accrue in respect of the participation, without the consent of the
Participant.  The Borrower agrees that each Participant shall, to the
extent provided in its participation agreement, be entitled to the benefits of
Sections 3.03
and 3.06 with
respect to its participating interest as if it were a Lender named herein; provided, however, that the
Borrower shall not be required to pay any greater amounts pursuant to such
Sections than it would have been required to pay but for the sale to such
Participant of such Participant’s participation interest.  An
assignment or other transfer which is not permitted by paragraph (b) or
(c) above shall
be given effect for purposes of this Agreement only to the extent of a
participating interest granted in accordance with this paragraph
(d).

     

    (e)         Any
Lender may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 13.06,
disclose to the Assignee or Participant or proposed Assignee or Participant, any
information relating to the Borrower furnished to such Lender by or on behalf of
the Borrower; provided that, prior
to any such disclosure, the Assignee or Participant or proposed Assignee or
Participant shall agree to preserve the confidentiality of any Confidential
Information relating to the Borrower received by it from such
Lender.

     

    13.07     Right of
Set-off.  In addition to any rights and remedies of the Lenders
provided by law, each such Lender shall have the right, without prior notice to
the Credit Parties, any such notice being expressly waived by the Credit Parties
to the extent permitted by applicable law, upon any amount becoming due and
payable by the Credit Parties hereunder (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such


     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

     

    amount
any and all deposits (general or special, time or demand, provisional or final),
in any currency, and any other credits, indebtedness or claims, in any currency,
in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender, or any branch or agency
thereof to or for the credit or the account of the Credit
Parties.  Each Lender agrees promptly to notify such Credit Party, as
the case may be, and the Administrative Agent after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

     

    13.08     Confidentiality.  Neither
the Administrative Agent nor any Lender shall disclose any Confidential
Information to any other Person without the prior written consent of the Credit
Parties, other than (a) to the Administrative Agent’s, or such Lender’s
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 13.06(e), to
actual or prospective Assignees and Participants, and then only on a
confidential basis, (b) as required by any law, rule or regulation (including as
may be required in connection with an audit by the Administrative Agent’s, or
such Lender’s independent auditors, and as may be required by any
self-regulating organizations) or as may be required by or necessary in
connection with any judicial process and (c) as requested by any state, federal
or foreign authority or examiner regulating banks or
banking.  Notwithstanding the foregoing or anything contained in any
Transaction Document to the contrary, the parties (and each employee,
representative, or other agent of the parties) may disclose to any and all
persons, without limitation of any kind, the tax treatment and any facts that
may be relevant to the tax structure of the transactions contemplated by this
Agreement, provided, however, that no party (and no employee, representative, or
other agent thereof) shall disclose any other information that is not relevant
to understanding the tax treatment and tax structure of such transactions
(including the identity of any party and any information that could lead another
to determine the identity of any party), or any other information to the extent
that such disclosure could result in a violation of any federal or state
securities law.

     

    13.09     Use of English
Language.  All certificates, reports, notices and other
documents and communications given or delivered pursuant to this Agreement shall
be in the English language.  Except in the case of the laws of, or
official communications of, Mexico or The Netherlands (as applicable), the
English language version of any such document shall control the meaning of the
matters set forth therein.

     

    13.10     GOVERNING
LAW.  THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.

     

    13.11     Submission to
Jurisdiction.

     

    (a)         Each
of the parties hereto hereby irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State court located in the Borough of
Manhattan in New York City and any appellate court thereof for purposes of any
suit, legal action or proceeding arising out of or relating to this Agreement,
any other Transaction Document or the transactions contemplated hereby, and each
of the parties hereto hereby irrevocably agrees that all claims in respect of
such suit, action or proceeding may be heard and determined in such federal or
New York State court. 

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

     

    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.

     

    (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.

     

    (c)         Each
of the parties hereto irrevocably waives the right to object, with respect to
such claim, suit, action or proceeding brought in any such court, that such
court does not have jurisdiction over it.

     

    (d)         Each
of the parties hereto agrees, to the fullest extent it may effectively do so
under applicable law, that a final judgment in any suit, action or proceeding of
the nature referred to in paragraph (a) above
brought in any such court shall be conclusive and binding upon such party and
may be enforced in other jurisdictions by suit on the judgment or in any manner
provided by law.

     

    (e)         EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF ANY ARRANGER, THE
ADMINISTRATIVE AGENT, OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

     

    13.12     Appointment of Agent for
Service of Process.

     

    (a)         The
Credit Parties hereby irrevocably appoint CT Corporation System, with an office
on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011,
as its agent (the “Process Agent”) to
receive on behalf of itself and its property, service of copies of the summons
and complaint and any other process which may be served in any such action or
proceeding brought in any New York State or federal court sitting in New York
City and designates such domicile as the conventional domicile to receive
notices hereunder and under the Transaction Documents.  Such service
may be made by delivering a copy of such process to any Credit Party in care of
the Process Agent at its address specified above, and the Credit Parties hereby
authorize and direct the Process Agent to accept such service on their
behalf.  The appointment of the Process Agent shall be irrevocable
until the appointment of a successor Process Agent.  If the Process
Agent fails to accept such appointment on or prior to the Conversion Date, the
Credit Parties agree to promptly appoint an alternate Process Agent reasonably
acceptable to the Administrative Agent with an office in New York
City.  The Credit Parties further agree to promptly and irrevocably
appoint a successor Process Agent in New York City prior to the termination for
any reason of the appointment of the initial Process Agent.

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

     

    (b)         Nothing
in Section
13.11 or in this Section 13.12 shall
affect the right of any party hereto to serve process in any manner permitted by
law or limit any right that any party hereto may have to enforce in any lawful
manner a judgment obtained in one jurisdiction in any other
jurisdiction.

     

    13.13     Waiver of Sovereign
Immunity.  To the extent that a Credit Party has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, or otherwise) with respect to itself or its
property, the Credit Party hereby irrevocably waives such immunity in respect of
its obligations hereunder to the extent permitted by applicable
law.  Without limiting the generality of the foregoing, the Credit
Parties agree that the waivers set forth in this Section 13.13 shall have
force and effect to the fullest extent permitted under the Foreign Sovereign
Immunities Act of 1976 of the United States and are intended to be irrevocable
for purposes of such Foreign Sovereign Immunities Act.

     

    13.14     Judgment
Currency.

     

    (a)         All
payments made under this Agreement and the other Transaction Documents shall be
made in Dollars.  If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due from the Borrower in Dollars into
another currency, the parties hereto agree to the fullest extent that they may
legally and effectively do so that the rate of exchange used shall be that at
which in accordance with normal banking procedures (based on quotations from
four major dealers in the relevant market) the Administrative Agent or each
Lender, as the case may be, could purchase Dollars with such currency at or
about 10:00 a.m. (New York City time) on the Business Day preceding that on
which final judgment is given.

     

    (b)         The
Obligations in respect of any sum due to any Lender or the Administrative Agent
hereunder or under any other Transaction Document shall, to the extent permitted
by applicable law notwithstanding any judgment expressed in a currency other
than Dollars, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Administrative Agent of any sum adjudged
to be so due in such other currency such Lender or the Administrative Agent may
in accordance with normal banking procedures purchase Dollars with such other
currency.  If the amount of Dollars so purchased is less than the sum
originally due to such Lender or the Administrative Agent, the Credit Parties
agree, to the fullest extent it may legally do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or the
Administrative Agent against such resulting loss.

     

    (c)         Each
Credit Party shall, to the fullest extent permitted by law, indemnify the
Administrative Agent and each Lender against any loss incurred by the
Administrative Agent or such Lender, as the case may be, as a result of any
judgment or order being given or made for any amount due under this Agreement or
any Maturity “A” Note and being expressed and paid in a currency (the “Judgment Currency”)
other than Dollars, and as a result of any variation between (i) the rate
of exchange at which the Dollar amount is converted into the Judgment Currency
for the purpose of such judgment or order and (ii) the spot rate of
exchange in New York City at which the Administrative Agent or such Lender, as
the case may be, on the date of payment of such judgment or order is able to
purchase Dollars with the amount of the Judgment Currency actually received by
the Administrative Agent or such Lender.  If the amount of


     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

    Dollars
so purchased exceeds the amount originally to be paid to such Lender, such
Lender agrees to pay to or for the account of the Borrower (with respect to
payments made by the Borrower) and the Guarantors (with respect to payments made
by the Guarantors) such excess; provided that such
Lender shall not have any obligation to pay any such excess as long as a default
by a Credit Party , in its obligations hereunder has occurred and is continuing,
in which case such excess may be applied by such Lender to such
obligations.  The foregoing indemnity shall constitute a separate and
independent obligation of each Credit Party and shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid.  The
term “spot rate of exchange” shall include any premiums and costs of exchange
payable in connection with the purchase of, or conversion into, United States
dollars.

     

    13.15     Counterparts.  This
Agreement may be executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement. This Agreement and any communications, notices and
exchanges of information pursuant to this Agreement, including signatures, may
be delivered by facsimile and shall be treated in all manner and respects as an
original document.

     

    13.16     USA PATRIOT
Act.  The Lenders, to the extent that they are subject to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), hereby notify the Credit Parties that
pursuant to the requirements of the Act, it is required to obtain, verify and
record information that identifies each Credit Party, which information includes
the name and address of the Borrower and other information that will allow such
Lender to identify the Borrower in accordance with the Act.

     

    13.17     Severability.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction, and the remaining portion of such provision and all
other remaining provisions hereof will be construed to render them enforceable
to the fullest extent permitted by law.

     

    13.18     Survival of Agreements and
Representations.

     

    (a)         All
representations and warranties made herein or in any other Transaction Document
shall survive the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby.

     

    (b)         The
covenants and agreements contained in Sections 3.01, 3.03, 3.05, 3.06, 13.04, 13.05, 13.08, 13.09, 13.11, 13.12 and 13.14, and the
obligations of the Lenders under Section 11.07 shall
survive the payment of all Obligations and, in the case of any Lender that may
assign any interest in its commitment or obligations hereunder, with respect to
matters occurring before such assignment, shall survive the making of such
assignment to the extent any claim arising thereunder relates to any period
prior to such assignment, notwithstanding that such assigning Lender may cease
to be a “Lender” hereunder.

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

    EXHIBIT
B

     

    
 

    FORM OF NOTICE OF
CONTINUATION

    
       

       

      ING
Capital LLC,

      
        as
Administrative Agent

        [                             
]

        [                             
]

        [                             
]

      



    Ladies
and Gentlemen:

     

    The
undersigned, New Sunward Holding, B.V. (the “Borrower”), refers to
the Senior Unsecured Maturity Loan “A” Agreement, dated as of June [●], 2008, among the
Borrower, CEMEX, S.A.B. de C.V., as Guarantor, CEMEX México, S.A. de C.V., as
Guarantor, the Lenders party thereto, ING Capital LLC, as Administrative Agent,
HSBC Securities (USA) Inc., as Sole Structuring Agent, and HSBC Securities (USA)
Inc., Banco Santander, S.A. and The Royal Bank of Scotland PLC, as Joint Lead
Arrangers and Joint Lead Bookrunners (as the same may be amended, supplemented
or otherwise modified from time to time, the “Loan Agreement”), and
hereby gives you notice, irrevocably, pursuant to Section 2.01(e) of the Loan
Agreement, that the undersigned hereby requests to continue the borrowing of the
Loans referred to below.  In regard to that request, the undersigned
sets forth below the information relating to such continuation (the “Proposed
Continuation”) as required by Section 2.01(e) of the Loan
Agreement:

     

    (i)         
  The Proposed Continuation relates to the borrowing of the Loans
originally made on [●],200[●] (the “Outstanding
Borrowing”) in the principal amount of [●] and currently
maintained as a borrowing of Loans with an Interest Period ending on [_______
___, ____].

     

    (ii)          
 The Business Day of the Proposed Continuation is [●].2

     

    (iii)           The
Outstanding Borrowing shall be continued as a borrowing of Loans with an
Interest Period of [________].

     

    
_________________________ 

    
      
        	
                2

              	
                Shall
      be a Business Day at least three Business Days after the date hereof;
      provided,
      that such notice shall be deemed to have been given on a certain day only
      if given before 10:00 a.m. (New York City time) on such
    day.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

     

    
      	 	Very
      truly yours,
	 	 
	
               
      

            	
              NEW
      SUNWARD HOLDING, B.V.

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

     

    FORM OF ASSIGNMENT AND
ASSUMPTION AGREEMENT

     

    This
Assignment and Assumption Agreement (the “Assignment and
Assumption”), dated ___________________, is entered into by and between
______________________ (the “Assignor”) and
_____________________ (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Senior Unsecured Maturity Loan “A” Agreement, dated as of [●], among New
Sunward Holding B.V., as Borrower (the “Borrower”), the other
Credit Parties party thereto, as Guarantors, the Lenders party thereto, ING
Capital LLC, as Administrative Agent, HSBC Securities (USA) Inc., as Sole
Structuring Agent, HSBC Securities (USA) Inc., Banco Santander, S.A., and The
Royal Bank of Scotland PLC, as Joint Lead Arrangers and Joint Bookrunners (as
the same may be amended, supplemented or otherwise modified from time to time,
the “Loan
Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

     

    For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Loan Agreement, as of the Effective Date set forth below, and
established in accordance with Section 13.06 of the Loan Agreement (i) all
of the Assignor’s rights and obligations in its capacity as a Lender under the Loan
Agreement and any other documents or instruments delivered pursuant thereto to
the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of the Assignor under the facility
identified below and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Loan Agreement, any other
documents or instruments delivered pursuant thereto or the Loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including contract claims, tort claims, malpractice claims, statutory claims and
all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold
and assigned pursuant to clauses (i) and (ii) above being referred to
herein collectively as the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

     

    


     

    
      	
               

              1.           Assignor:

            	 
      
	
               

              2.           Assignee:

            	 
      
	
               

              3.           Borrower:

            	
               

              New
      Sunward Holding B.V.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

              4.           Administrative
      Agent:

            	
               

              ING
      Capital LLC

            


    

    


     

    
      


       

      
        	 	
                Aggregate
      Amount of Assignor’s Outstanding Loan

                 

              	
                Amount
      of Loan Assigned

                 

              	
                Proportionate
      Share Assigned

                 

              
	 	
                 

                $

              	 
      	 
      	
                 

                $

              	 
      	 
      	 
      	 
      	
                 

                %

              
	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      


       

    

    


     

    Effective
Date: _______________________

     

    


     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
terms set forth in this Assignment and Assumption are hereby agreed
to:

     

    
      	 
      	
              ASSIGNOR

            
	 
      	 
      	 
      
	 
      	
              [NAME]

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	
              ASSIGNEE

            
	 
      	 
      	 
      
	 
      	
              [NAME]

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	
              Address for
      Notices:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


     

    Accepted:

     

    ING
Capital LLC,

    as
Administrative Agent

    


     

    
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

    


    NEW
SUNWARD HOLDING, B.V.,

    the
Borrower

    


     

    
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	
               

            	 
      


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    the
Parent

    


     

    
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	
               

            	 
      


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
1

     

    STANDARD TERMS AND
CONDITIONS FOR

    ASSIGNMENT AND
ASSUMPTION

     

    ARTICLE
1

    Representations and
Warranties.

     

    1.01                    Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Loan Agreement
or any other Transaction Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Transaction Documents,
(iii) the financial condition of the Borrower, the other Credit Parties, any of
their respective Subsidiaries or Affiliates or any other Person obligated in
respect of the Loan Agreement or any other Transaction Document or (iv) the
performance or observance by the Borrowers, the other Credit Parties, any of
their respective Subsidiaries or Affiliates or any other Person of any of their
respective obligations under the Loan Agreement or any other Transaction
Document and (c) notwithstanding being released from all obligations under the
Loan Agreement, will make arrangements such that a replacement Dutch "A" Note is
issued to the Assignee at the expense of the Assignee.

     

    1.02                    Assignee. The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender and perform the obligations of a Lender under the Loan Agreement, (ii)
it satisfies the requirements, if any, specified in the Loan Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Loan Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Loan Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other
Lender, and (v) if it is a foreign Lender, attached to the Assignment and
Assumption is any documentation required to be delivered by it pursuant to the
terms of the Loan Agreement, duly completed and executed by the Assignee; (b)
agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the
Transaction Documents, and (ii) it will perform all of the obligations of the
Transaction Documents, which by their terms are required to be performed by it
as 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    a
Lender; and (c) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under the Transaction
Documents as are delegated to or otherwise conferred upon the Administrative
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto.

     

    2.           Payments.  From
and after the Effective Date, the Borrower shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other
amounts) for the account of [the Assignor for amounts which have
accrued prior to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date] [the Assignee].

     

    3.           Effect of
Assignment.  Upon the delivery of a fully executed original
hereof to the Administrative Agent, as of the Effective Date, (i) the Assignee
shall be a party to the Loan Agreement and, to the extent provided in this
Assignment,  shall have the rights and obligations of a Lender
thereunder and under the other Transaction Documents and (ii) the Assignor
shall, to the extent provided in this Assignment and Assumption, relinquish its
rights and be released from its obligations under the Transaction
Documents.

     

    4.           General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by and construed and enforced in all respects
in accordance with the laws of the State of New York.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

     

     

    FORM OF ASSIGNMENT AND
ASSUMPTION AGREEMENT

     

    This
Assignment and Assumption Agreement (the “Assignment and
Assumption”), dated ___________________, is entered into by and between
______________________ (the “Assignor”) and
_____________________ (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Senior Unsecured Dutch Loan “A” Agreement, dated as of June 2, 2008, among New
Sunward Holding B.V., as Borrower (the “Borrower”), the other
Credit Parties party thereto, as Guarantors, the Lenders party thereto, ING
Capital LLC, as Administrative Agent, HSBC Securities (USA) Inc., as Sole
Structuring Agent, HSBC Securities (USA) Inc., Banco Santander, S.A., and The
Royal Bank of Scotland PLC, as Joint Lead Arrangers and Joint Bookrunners (as
the same may be amended, supplemented or otherwise modified from time to time,
the “Loan
Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

     

    For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Loan Agreement, as of the Effective Date set forth below, and
established in accordance with Section 12.06 of the Loan Agreement (i) all
of the Assignor’s rights and obligations in its capacity as a Lender under the Loan
Agreement and any other documents or instruments delivered pursuant thereto to
the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of the Assignor under the facility
identified below and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Loan Agreement, any other
documents or instruments delivered pursuant thereto or the Loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including contract claims, tort claims, malpractice claims, statutory claims and
all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold
and assigned pursuant to clauses (i) and (ii) above being referred to
herein collectively as the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

     

    


     

    
      
        	
                 

                1.           Assignor:

              	 
      
	
                 

                2.           Assignee:

              	 
      
	
                 

                3.           Borrower:

              	
                 

                New
      Sunward Holding B.V.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 

                4.           Administrative
      Agent:

              	
                 

                ING
      Capital LLC

              


      

    

    


     

    


    
       

      
        	 	
                Aggregate
      Amount of Assignor’s Outstanding Loan

                 

              	
                Amount
      of Loan Assigned

                 

              	
                Proportionate
      Share Assigned

                 

              
	 	
                 

                $

              	 
      	 
      	
                 

                $

              	 
      	 
      	 
      	 
      	
                 

                %

              
	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

       

    

     

    Effective
Date: _______________________

     

    


     

    [SIGNATURE
PAGE FOLLOWS]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
terms set forth in this Assignment and Assumption are hereby agreed
to:

     

    
      	 
      	
              ASSIGNOR

            
	 
      	 
      	 
      
	 
      	
              [NAME]

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	
              ASSIGNEE

            
	 
      	 
      	 
      
	 
      	
              [NAME]

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	
              Address for
      Notices:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


     

    Accepted:

     

    ING
Capital LLC,

    as
Administrative Agent

    


     

    
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

    


    NEW
SUNWARD HOLDING, B.V.,3

    the
Borrower

    


    ________________________ 
      
        	
                 3

              	
                 Note:
      Signatures from the Parent and the Borrower are required only in certain
      express circumstance pursuant to section 12.06 of the Loan
      Agreement.

              


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	
                 

              	 
      


      

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

    the
Parent

    


     

    
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	
               

            	 
      


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
1

     

    STANDARD TERMS AND
CONDITIONS FOR

    ASSIGNMENT AND
ASSUMPTION

     

    ARTICLE
I

    Representations and
Warranties.

     

    1.01                      Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Loan Agreement
or any other Transaction Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Transaction Documents,
(iii) the financial condition of the Borrower, the other Credit Parties, any of
their respective Subsidiaries or Affiliates or any other Person obligated in
respect of the Loan Agreement or any other Transaction Document or (iv) the
performance or observance by the Borrowers, the other Credit Parties, any of
their respective Subsidiaries or Affiliates or any other Person of any of their
respective obligations under the Loan Agreement or any other Transaction
Document and (c) notwithstanding being released from all obligations under the
Loan Agreement, will make arrangements such that a replacement Dutch "A" Note is
issued to the Assignee at the expense of the Assignee.

     

    1.02                      Assignee. The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender and perform the obligations of a Lender under the Loan Agreement, (ii)
it satisfies the requirements, if any, specified in the Loan Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Loan Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Loan Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other
Lender, and (v) if it is a foreign Lender, attached to the Assignment and
Assumption is any documentation required to be delivered by it pursuant to the
terms of the Loan Agreement, duly completed and executed by the Assignee; (b)
agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the
Transaction Documents, and (ii) it will perform all of the obligations of the
Transaction Documents, which by their terms are required to be performed by it
as a 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Lender;
and (c) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under the Transaction Documents
as are delegated to or otherwise conferred upon the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental
thereto.

     

    2.           Payments.  From
and after the Effective Date, the Borrower shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other
amounts) for the account of [the Assignor for amounts which have
accrued prior to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date] [the Assignee].

     

    3.           Effect of
Assignment.  Upon the delivery of a fully executed original
hereof to the Administrative Agent, as of the Effective Date, (i) the Assignee
shall be a party to the Loan Agreement and, to the extent provided in this
Assignment,  shall have the rights and obliga­tions of a Lender
thereunder and under the other Transaction Documents and (ii) the Assignor
shall, to the extent provided in this Assignment and Assumption, re­linquish
its rights and be released from its obligations under the Transaction
Documents.

     

    4.           General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by and construed and enforced in all respects
in accordance with the laws of the State of New York.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

     

     

     

    FORM OF OPINION OF NEW YORK
COUNSEL TO THE BORROWER

    AND THE
GUARANTORS


    


    


    


    


    


    
      	
               
      

            	
              June
      ___, 2008

            


    

    


     

    


    


    


    To
the Administrative Agent and the

    Banks
listed on Schedule
I hereto

    


    Re:  New Sunward Holding B.V.
Senior Unsecured Dutch Loan "A" Agreement

    


    Ladies
and Gentlemen:

    


    We
have acted as special New York counsel to New Sunward Holding B.V., a private
company with limited liability formed under the laws of The Netherlands, with
its corporate seat in Amsterdam, The Netherlands (the "Borrower"), 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 (the "Parent"), and 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
("CEMEX México"
and, together with the Parent, each, a "Guarantor," and
collectively, the "Guarantors"), in
connection with the preparation, execution and delivery of the Senior Unsecured
Dutch Loan "A" Agreement, dated as of the date hereof (the "Loan Agreement"), by
and among the Borrower, each Guarantor, 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
and certain other agreements, instruments and documents related to the Loan
Agreement.  This opinion is being delivered pursuant to Section 4.01(c)(ii)
of the Loan Agreement.  For purposes of this opinion, the Borrower and
the Guarantors are also referred to individually as a "Credit Party" and
collectively as the "Credit
Parties."

     

    In
rendering the opinions set forth herein, we have examined and relied on
originals or copies of the following:

     

    (a)   the Loan Agreement;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              June
      _____, 2008

              Page 2

            


    

     

    (b)   the form of Dutch
"A" Note attached as Exhibit B to the Loan Agreement (the "Dutch "A"
Notes");

     

    (c)   the certificates
of Rodrigo Treviño, Chief Financial Officer of the Parent and principal
financial officer of CEMEX México and the Borrower, attached as Exhibit A hereto, and
Lic. Ramiro G. Villarreal, General Counsel to each Credit Party, attached as
Exhibit B
hereto; and

     

    (d)   such other
documents as we have deemed necessary or appropriate as a basis for the opinions
set forth below.

     

    In
our examination we have assumed the genuineness of all signatures including
endorsements, the legal capacity and competency of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as facsimile, electronic,
certified or photostatic copies, and the authenticity of the originals of such
copies.  As to any
facts relevant to this opinion which we did not independently establish or
verify, we have relied upon statements and representations of the Credit Parties
and their officers and other representatives and of public officials, including
the facts and conclusions set forth therein.

     

    We
do not express any opinion as to the laws of any jurisdiction other than (i) the
Applicable Laws of the State of New York, (ii) the Applicable Laws of the United
States of America (including, without limitation, Regulations T, U and X of the
Federal Reserve Board), and (iii) solely, for purposes of our opinion in
paragraph 7 herein, the Investment Company Act of 1940, as
amended.  Insofar as the opinions expressed herein relate to matters
governed by laws other than those set forth in the preceding sentence, we do not
express any opinion as to the effect of such laws or as to the effect thereof on
the opinions herein stated.

     

    Capitalized
terms used herein and not otherwise defined herein shall have the same meanings
herein as ascribed thereto in the Loan Agreement.  The Loan Agreement
and the form of Dutch "A" Note attached as Exhibit B to the Loan Agreement shall
hereinafter be referred to collectively as the "Transaction
Agreements."  "Applicable Laws"
shall mean those laws, rules and regulations which, in our experience, are
normally applicable to transactions of the type contemplated by the Transaction
Agreements (other than the United States federal securities laws, state
securities or blue sky laws, antifraud laws and the rules and regulations of the
Financial Industry Regulatory Authority), without our having made any special
investigation as to the applicability of any specific law, rule or regulation,
and which are not the subject of a specific opinion herein referring expressly
to a particular law or laws.  "Governmental
Approval" means any consent, approval, license, authorization or
validation of, or filing, recording or registration with, any governmental
authority pursuant to the Applicable Laws of the State of New
York.  "Applicable Orders"
means those orders or decrees of governmental authorities identified in the
certificate attached as Exhibit B
hereto.  "Applicable Contracts"
mean those agreements or instruments listed on Schedule II
hereto.  "Uniform Commercial
Code" means the Uniform Commercial Code as in effect on the date hereof
in the State of New York (without regard to laws referenced in Section 9-201
thereof).

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                June
      _____, 2008

                Page 3

              


      

       

    

    Based
upon the foregoing and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that:

    


    1.   The Loan Agreement
constitutes the valid and binding obligation of each Credit Party enforceable
against such Credit Party in accordance with its terms under the Applicable Laws
of the State of New York.

     

    2.   The Dutch "A"
Notes will constitute the valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their terms under the laws
of the State of New York.

     

    3.   The execution and
delivery by each Credit Party of each Transaction Agreement to which it is a
party and the performance by the Credit Parties of their respective obligations
thereunder, each in accordance with its terms, do not (i) constitute a violation
of, or a default under, any Applicable Contracts or (ii) cause the creation of
any security interest upon any property of the Credit Parties pursuant to the
Applicable Contracts.  We do not express any opinion, however, as to
whether the execution, delivery or performance by the Credit Parties of the
Transaction Agreements will constitute a violation of, or a default under, any
covenant, restriction or provision with respect to financial ratios or tests or
any aspect of the financial condition or results of operations of the respective
Credit Parties.  We call to your attention that certain of the
Applicable Contracts are governed by laws other than those as to which we
express our opinion.  We do not express any opinion as to the effect
of such other laws on the opinions herein stated.

     

    4.   Neither the
execution, delivery or performance by each Credit Party of the Transaction
Agreements to which such Credit Party is a party nor the compliance by such
Credit Party with the terms and provisions thereof will contravene any provision
of any Applicable Law of the State of New York or any Applicable Law of the
United States of America.

     

    5.   No Governmental
Approval, which has not been obtained or taken and is not in full force and
effect, is required to authorize, or is required in connection with, the
execution or delivery of any Transaction Agreement by each Credit Party party
thereto or the enforceability of any Transaction Agreement against any Credit
Party party thereto.

     

    6.   Neither the
execution, delivery nor performance by each Credit Party of its respective
obligations under the Transaction Agreements to which it is a party nor
compliance by such Credit Party with the terms thereof will contravene any
Applicable Order to which such Credit Party is subject.

     

    7.   Each Credit Party
is not, and solely after giving effect to the loans made pursuant to the
Transaction Agreements will not be, an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended.

     

    Our
opinions are subject to the following assumptions and
qualifications:

     

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                June
      _____, 2008

                Page 4

              


      

       

    

    (a)   The Dutch "A"
Notes will be executed in the form attached as Exhibit B to the Loan
Agreement;

     

    (b)   enforcement may
be limited by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium, receivership, conservatorship, or other laws,
regulations and administrative orders affecting the rights of creditors of the
Credit Parties and by general principles of equity (regardless of whether
enforcement is sought in equity or at law);

     

    (c)   we have assumed
that each Transaction Agreement constitutes the valid and binding obligation of
each party to such Transaction Agreement (other than the Credit Parties to the
extent expressly set forth herein) enforceable against such other party in
accordance with its terms;

     

    (d)   we do not express
any opinion as to the effect on the opinions expressed herein of (i) the
compliance or non-compliance of any party (other than the Credit Parties to the
extent expressly set forth herein) to the Transaction Agreements with any state,
federal or other laws or regulations applicable to it or (ii) the legal or
regulatory status or the nature of the business of any party (other than the
Credit Parties to the extent expressly set forth herein);

     

    (e)   our opinion is
subject to possible judicial action giving effect to governmental actions or
foreign laws affecting creditors' rights;

     

    (f)   we do not express
any opinion as to the enforceability of any rights to contribution or
indemnification provided for in the Transaction Agreements which are violative
of the public policy underlying any law, rule or regulation (including any
federal or state securities law, rule or regulation);

     

    (g)   we do not express
any opinion with respect to any provision of the Loan Agreement to the extent it
authorizes or permits any purchaser of a participation interest or any branch or
agency of any Lender to set-off or apply any deposit, property or indebtedness
or the effect thereof on the opinions contained herein;

     

    (h)   we do not express
any opinion on the enforceability of any provision in the Transaction Agreements
purporting to prohibit, restrict or condition the assignment of rights under
such Transaction Agreements to the extent such restriction on assignability is
ineffective pursuant to the Uniform Commercial Code;

     

    (i)   in the case of
the guaranty contained in Article X of the Loan Agreement (the "Guaranty"), certain
of the provisions, including waivers, with respect to the Guaranty are or may be
unenforceable in whole or in part, but the inclusion of such provisions does not
affect the validity of the guaranty, taken as a whole;

     

    (j)   we do not express
any opinion as to the enforceability of Section 8.03(b) of
the Loan Agreement to the extent that the same provides that the obligations of
the Guarantors are absolute and unconditional irrespective of the invalidity or
enforceability of such Loan  

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        	
                June
      _____, 2008

                Page 5

              


      

       

    

    Agreement
against the Guarantor, but the existence of such provisions does not affect the
validity of the guaranty;

     

    (k)   with respect to
the enforceability of all obligations under the Transaction Agreements, we note
that a U.S. federal court would award a judgment only in U.S. dollars and that a
judgment of a court in the State of New York rendered in a currency other than
the U.S. dollar would be converted into U.S. dollars at the rate of exchange
prevailing on the date of entry of such judgment; further, we do not express any
opinion as to the enforceability of the provisions of the Transaction Agreements
providing for indemnity by any party thereto against any loss in obtaining the
currency due to such party under the Transaction Agreements from a court
judgment in a currency other than the U.S. dollar;

     

    (l)   we do not express
any opinion as to the enforceability of any section of the Transaction
Agreements to the extent it purports to waive any objection a person may have
that a suit, action or proceeding has been brought in an inconvenient forum or a
forum lacking subject matter jurisdiction;

     

    (m)   we have assumed
that all conditions precedent contained in Section 4.01 of the
Loan Agreement, which conditions require the delivery of documents, evidence or
other items satisfactory in form, scope and/or substance to the Administrative
Agent or the satisfaction of which is otherwise in the discretion or control of
the Administrative Agent have been, or contemporaneously with the delivery
hereof will be, fully satisfied or waived;

     

    (n)   to the extent
that any opinion relates to the enforceability of the choice of New York law and
choice of New York forum provisions of the Transaction Agreements, our opinion
is rendered in reliance upon N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402
(McKinney 2001) and N.Y. CPLR 327(b) (McKinney 2001) and is subject to the
qualifications that such enforceability may be limited by public policy
considerations of any jurisdiction, other than the courts of the State of New
York, in which enforcement of such provisions, or of a judgment upon an
agreement containing such provisions, is sought;

     

    (o)   in rendering the
opinions expressed above we have also assumed, without independent investigation
or verification of any kind, that the choice of New York law to govern the
Transaction Agreements, which are stated therein to be governed thereby, is
legal and valid under the laws of other applicable jurisdictions and that
insofar as any obligation under any Transaction Agreement is to be performed in
any jurisdiction outside the United States of America its performance will not
be illegal or ineffective by virtue of the law of that
jurisdiction;

     

    (p)   we call to your
attention that federal courts of the United States of America located in New
York could decline to hear a case on grounds of forum non-conveniens or any
other doctrine limiting the availability of such courts in New York as a forum
for the resolution of disputes not having a sufficient nexus to New York,
irrespective of any agreement between the parties;

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  June
      _____, 2008

                  Page 6

                


        

         

      

    

    (q)   we do not express
any opinions as to the subject matter jurisdiction of the federal courts of the
United States of America in any action arising out of or relating to the
Transaction Agreements; and

     

    (r)   in rendering the
opinions expressed above, we note that the various obligations of the Credit
Parties in respect of the Transaction Agreements implicate the laws of Mexico
and The Netherlands and, accordingly, such obligations may be affected by such
laws, as to which we do not express any opinion.

     

    In
rendering the foregoing opinions, we have assumed, with
your consent, that:

     

    


    (a)  the
Borrower is validly existing and in good standing as a private company with
limited liability under the laws of The Netherlands; the Parent is validly
existing and in good standing as a sociedad anónima bursátil de capital
variable under the laws of the United Mexican States; and CEMEX México is
validly existing and in good standing as a sociedad anónima de capital
variable under the laws of the United Mexican States;

     

    (b)   each Credit Party
has the power and authority to execute, deliver and perform all obligations
under each Transaction Agreement to which it is a party, and the execution and
delivery of each Transaction Agreement to which it is a party and the
consummation by such Credit Party of the transactions contemplated thereby have
been duly authorized by all requisite action on the part of such Credit Party;
each Transaction Agreement has been duly executed and delivered by each Credit
Party party thereto;

     

    (c)   the execution,
delivery and performance by each Credit Party of any such Credit Party's
obligations under the Transaction Agreements to which such Credit Party is a
party do not and will not conflict with, contravene, violate or constitute a
default under (i) the organizational documents of such Credit Party,
(ii) any lease, indenture, instrument or other agreement to which such
Credit Party or such Credit Party's property is subject (other than the
Applicable Contracts as to which we express our opinion in paragraph 3
herein), (iii) any rule, law or regulation to which such Credit Party is
subject (other than Applicable Laws of the State of New York and Applicable Laws
of the United States of America as to which we express our opinion in
paragraph 4 herein) or (iv) any judicial or administrative order or decree
of any governmental authority (other than Applicable Orders as to which we
express our opinion in paragraph 6 herein); and

     

    (d)   no authorization,
consent or other approval of, notice to or filing with any court, governmental
authority or regulatory body (other than Governmental Approvals as to which we
express our opinion in paragraph 5 herein) is required to authorize or is
required in connection with the execution and delivery by or enforceability
against each Credit Party of any Transaction Agreement to which such Credit
Party is a party or the transactions contemplated thereby.

     

    We
understand that you are separately receiving opinions, with respect to certain
of the foregoing assumptions from Lic. Ramiro G. Villarreal, General Counsel of
each Credit Party, and Warendorf, special Dutch counsel to the Borrower, and we
are advised that such

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  June
      _____, 2008

                  Page 7

                


        

         

      

    

    opinions
contain qualifications.  Our opinions herein stated are based on the
assumptions specified above and we do not express any opinion as to the effect
on the opinions herein stated of the qualifications contained in such other
opinions.

     

    This
opinion is being furnished only to you in connection with the Transaction
Agreements and is solely for your benefit and is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any
other person or entity for any purpose without our prior written consent;
provided that (i) Lic. Ramiro G. Villarreal and Warendorf may rely upon this
opinion as to matters of the laws of the State of New York and of the United
States of America and in rendering their opinions in connection with the Loan
Agreement and (ii) any Person who becomes a Lender under Section 12.06(b) of
the Loan Agreement after the date hereof may rely on this opinion as if it were
originally addressed to such Lender and delivered on the date hereof. We do not
assume any obligation to revise or supplement this opinion letter should any
factual matters change or other transactions occur or should any laws or
regulations be changed by legislative or regulatory action, judicial decision or
otherwise.

     

    
      Very
truly yours,

    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

     

    
      Schedule
I to the

    

    
      Opinion of Special
Counsel

    

     

     

    HSBC
Securities (USA) Inc., as Sole Structuring Agent

    


    HSBC
Securities (USA) Inc., as Joint Lead Arranger and Joint Bookrunner

    


    Banco
Santander, S.A., as Joint Lead Arranger and Joint Bookrunner

    


    The
Royal Bank of Scotland Plc, as Joint Lead Arranger and Joint
Bookrunner

    


    ING
Capital LLC, as Administrative Agent

    


    Each
of the following, as Lender:

    


    
      	
               
      

            	
              Banco
      Santander, S.A.

            


    

    
      	
               
      

            	
              Caja
      de Madrid-Miami Agency

            


    

    
      	
               
      

            	
              HSBC
      Mexico, S.A., Institución de Banca Multiple, Grupo Financiero HSBC, acting through its Grand
      Cayman branch

            


    

    
      	
               
      

            	
              ING
      Bank N.V., acting
      through its Curacao branch

            


    

    
      	
               
      

            	
              The
      Royal Bank of Scotland PLC

            


    

     

     

    
      
        
        

      

      
        Sched.
I-1

        
          

        

      

      
        
        

      

    

     

     

    Schedule
II to the

    Opinion of Special
Counsel

    


    Applicable
Contracts

     

    
      	
              (1)

            	
              Indenture,
      dated as of October 1, 1999, among CEMEX, S.A.B. de C.V. (formerly, CEMEX,
      S.A. de C.V., "CEMEX"), as
      issuer, CEMEX México, S.A. de C.V. (formerly, Serto Construcciones, S.A.
      de C.V. and successor guarantor to TOLMEX, S.A. de C.V., Cemento Portland
      Nacional, S.A. de C.V., and Cementos Mexicanos, S.A. de C.V., ("CEMEX México")
      and Empresas Tolteca de México, S.A. de C.V. ("Empresas
      Tolteca"), as guarantors, and U.S. Bank Trust National Association,
      as trustee, relating to U.S.$200,000,000 original aggregate principal
      amount of 9.625% Notes due 2009 of CEMEX, as amended by the First
      Supplemental Indenture, dated as of April 17, 2002, the Second
      Supplemental Indenture, dated as of October 4, 2004, and the Third
      Supplemental Indenture, dated as of October 20,
  2006.

            


    

    


    
      	
              (2)

            	
              Credit
      Agreement, dated as of May 31, 2005, by and among CEMEX, as borrower,
      CEMEX México and Empresas Tolteca, as guarantors, the several lenders
      party thereto, Barclays Bank PLC, New York Branch, as administrative
      agent, 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, for an aggregate principal amount of U.S.$1,200,000,000, as
      amended by Amendment No. 1 thereto, dated as of June 19, 2006, the
      Amendment and Waiver Agreement, dated as of November 30, 2006, the Third
      Amendment to Credit Agreement, dated as of May 9, 2007, and the Limited
      Waiver Agreement, dated as of November 30,
2007.

            


    

    


    
      	
              (3)

            	
              Amended
      and Restated 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,
      and the Waiver Agreement, dated as of November 30,
  2007.

            


    

    


    
      	
              (4)

            	
              US$700,000,000
      Facilities Agreement*, dated June 27, 2005, for New Sunward Holding B.V.
      ("NSH")
      as borrower, CEMEX, CEMEX Mexico and Empresas Tolteca as guarantors and
      Citibank, N.A. as agent, as amended by Amendment Agreement, dated June 22,
      2006, Deed of Waiver and Second Amendment, dated November 30, 2006 and
      Waiver Agreement, dated November 30,
2007.

            


    

     

    
      
        
        

      

      
        Sched.
II-1

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          
            	
                    June
      _____, 2008

                    Page 2

                  


          

           

        

      

    

     

    
      	
              (5)

            	
              Note
      Indenture, dated as of December 18, 2006, among New Sunward Holding
      Financial Ventures B.V. and CEMEX, CEMEX Mexico and NSH with respect to
      the issuance of U.S. $900,000,000 Callable Perpetual Dual-Currency
      Notes.

            


    

    


    
      	
              (6)

            	
              Note
      Indenture, dated as of December 18, 2006, among New Sunward Holding
      Financial Ventures B.V. and CEMEX, CEMEX Mexico and NSH with respect to
      the issuance of U.S. $350,000,000 Callable Perpetual Dual-Currency
      Notes.

            


    

    


    
      	
              (7)

            	
              Note
      Indenture, dated as of February 12, 2007, among New Sunward Holding
      Financial Ventures B.V. and CEMEX, CEMEX Mexico and NSH with respect to
      the issuance of U.S. $750,000,000 Callable Perpetual Dual-Currency
      Notes.

            


    

    


    
      	
              (8)

            	
              Note
      Indenture, dated as of May 9, 2007, among New Sunward Holding Financial
      Ventures B.V. and CEMEX, CEMEX Mexico and NSH with respect to the issuance
      of €730,000,000 Callable Perpetual Dual-Currency
  Notes.

            


    

    


    


    *The
Facilities Agreement referred to in Item 4 is governed by English
law.

     

     

    
      
        
        

      

      
        Sched.
II-2

        
          

        

      

      
        
        

      

    

     

    Exhibit
A to the

    Opinion of Special
Counsel

    


    [ATTACHED
SEPARATELY]

     

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
B to the

    Opinion of Special
Counsel

    


    [ATTACHED
SEPARATELY]

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
F

     

    FORM OF OPINION OF NEW YORK
COUNSEL TO THE BORROWER

    AND THE
GUARANTORS

    


    


    


    


    


    


    
      	
               
      

            	
              June
      ___, 2008

            


    

    


     

    


    


    To
the Administrative Agent and the

    Banks
listed on Schedule
I hereto

    


    Re:  New Sunward Holding B.V.
Senior Unsecured Dutch Loan "A" Agreement

    


    Ladies
and Gentlemen:

    


    We
have acted as special New York counsel to New Sunward Holding B.V., a private
company with limited liability formed under the laws of The Netherlands, with
its corporate seat in Amsterdam, The Netherlands (the "Borrower"), 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 (the "Parent"), and 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
("CEMEX México"
and, together with the Parent, each, a "Guarantor," and
collectively, the "Guarantors"), in
connection with the preparation, execution and delivery of the Senior Unsecured
Dutch Loan "A" Agreement, dated as of the date hereof (the "Loan Agreement"), by
and among the Borrower, each Guarantor, 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
and certain other agreements, instruments and documents related to the Loan
Agreement.  This opinion is being delivered pursuant to Section 4.01(c)(ii)
of the Loan Agreement.  For purposes of this opinion, the Borrower and
the Guarantors are also referred to individually as a "Credit Party" and
collectively as the "Credit
Parties."

     

    In
rendering the opinions set forth herein, we have examined and relied on
originals or copies of the following:

     

    (e)   the Loan
Agreement;

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
    

     

    
      	
              June ___,
      2008

              Page 2

            


    

     

     

    (f)   the form of Dutch
"A" Note attached as Exhibit B to the Loan Agreement (the "Dutch "A"
Notes");

     

    (g)   the certificates
of Rodrigo Treviño, Chief Financial Officer of the Parent and principal
financial officer of CEMEX México and the Borrower, attached as Exhibit A hereto, and
Lic. Ramiro G. Villarreal, General Counsel to each Credit Party, attached as
Exhibit B
hereto; and

     

    (h)   such other
documents as we have deemed necessary or appropriate as a basis for the opinions
set forth below.

     

    In
our examination we have assumed the genuineness of all signatures including
endorsements, the legal capacity and competency of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as facsimile, electronic,
certified or photostatic copies, and the authenticity of the originals of such
copies.  As to any
facts relevant to this opinion which we did not independently establish or
verify, we have relied upon statements and representations of the Credit Parties
and their officers and other representatives and of public officials, including
the facts and conclusions set forth therein.

     

    We
do not express any opinion as to the laws of any jurisdiction other than (i) the
Applicable Laws of the State of New York, (ii) the Applicable Laws of the United
States of America (including, without limitation, Regulations T, U and X of the
Federal Reserve Board), and (iii) solely, for purposes of our opinion in
paragraph 7 herein, the Investment Company Act of 1940, as
amended.  Insofar as the opinions expressed herein relate to matters
governed by laws other than those set forth in the preceding sentence, we do not
express any opinion as to the effect of such laws or as to the effect thereof on
the opinions herein stated.

     

    Capitalized
terms used herein and not otherwise defined herein shall have the same meanings
herein as ascribed thereto in the Loan Agreement.  The Loan Agreement
and the form of Dutch "A" Note attached as Exhibit B to the Loan Agreement shall
hereinafter be referred to collectively as the "Transaction
Agreements."  "Applicable Laws"
shall mean those laws, rules and regulations which, in our experience, are
normally applicable to transactions of the type contemplated by the Transaction
Agreements (other than the United States federal securities laws, state
securities or blue sky laws, antifraud laws and the rules and regulations of the
Financial Industry Regulatory Authority), without our having made any special
investigation as to the applicability of any specific law, rule or regulation,
and which are not the subject of a specific opinion herein referring expressly
to a particular law or laws.  "Governmental
Approval" means any consent, approval, license, authorization or
validation of, or filing, recording or registration with, any governmental
authority pursuant to the Applicable Laws of the State of New
York.  "Applicable Orders"
means those orders or decrees of governmental authorities identified in the
certificate attached as Exhibit B
hereto.  "Applicable Contracts"
mean those agreements or instruments listed on Schedule II
hereto.  "Uniform Commercial
Code" means the Uniform Commercial Code as in effect on the date hereof
in the State of New York (without regard to laws referenced in Section 9-201
thereof).

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                June ___,
      2008

                Page 3

              


      

       

    

    Based
upon the foregoing and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that:

     

    


    8.   The Loan Agreement
constitutes the valid and binding obligation of each Credit Party enforceable
against such Credit Party in accordance with its terms under the Applicable Laws
of the State of New York.

     

    9.   The Dutch "A"
Notes will constitute the valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their terms under the laws
of the State of New York.

     

    10.   The execution and
delivery by each Credit Party of each Transaction Agreement to which it is a
party and the performance by the Credit Parties of their respective obligations
thereunder, each in accordance with its terms, do not (i) constitute a violation
of, or a default under, any Applicable Contracts or (ii) cause the creation of
any security interest upon any property of the Credit Parties pursuant to the
Applicable Contracts.  We do not express any opinion, however, as to
whether the execution, delivery or performance by the Credit Parties of the
Transaction Agreements will constitute a violation of, or a default under, any
covenant, restriction or provision with respect to financial ratios or tests or
any aspect of the financial condition or results of operations of the respective
Credit Parties.  We call to your attention that certain of the
Applicable Contracts are governed by laws other than those as to which we
express our opinion.  We do not express any opinion as to the effect
of such other laws on the opinions herein stated.

     

    11.   Neither the
execution, delivery or performance by each Credit Party of the Transaction
Agreements to which such Credit Party is a party nor the compliance by such
Credit Party with the terms and provisions thereof will contravene any provision
of any Applicable Law of the State of New York or any Applicable Law of the
United States of America.

     

    12.   No Governmental
Approval, which has not been obtained or taken and is not in full force and
effect, is required to authorize, or is required in connection with, the
execution or delivery of any Transaction Agreement by each Credit Party party
thereto or the enforceability of any Transaction Agreement against any Credit
Party party thereto.

     

    13.   Neither the
execution, delivery nor performance by each Credit Party of its respective
obligations under the Transaction Agreements to which it is a party nor
compliance by such Credit Party with the terms thereof will contravene any
Applicable Order to which such Credit Party is subject.

     

    14.   Each Credit Party
is not, and solely after giving effect to the loans made pursuant to the
Transaction Agreements will not be, an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended.

     

    Our
opinions are subject to the following assumptions and
qualifications:

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                June ___,
      2008

                Page 4

              


      

       

    

    


    (a)   The Dutch "A"
Notes will be executed in the form attached as Exhibit B to the Loan
Agreement;

     

    (b)   enforcement may
be limited by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium, receivership, conservatorship, or other laws,
regulations and administrative orders affecting the rights of creditors of the
Credit Parties and by general principles of equity (regardless of whether
enforcement is sought in equity or at law);

     

    (c)   we have assumed
that each Transaction Agreement constitutes the valid and binding obligation of
each party to such Transaction Agreement (other than the Credit Parties to the
extent expressly set forth herein) enforceable against such other party in
accordance with its terms;

     

    (d)   we do not express
any opinion as to the effect on the opinions expressed herein of (i) the
compliance or non-compliance of any party (other than the Credit Parties to the
extent expressly set forth herein) to the Transaction Agreements with any state,
federal or other laws or regulations applicable to it or (ii) the legal or
regulatory status or the nature of the business of any party (other than the
Credit Parties to the extent expressly set forth herein);

     

    (e)   our opinion is
subject to possible judicial action giving effect to governmental actions or
foreign laws affecting creditors' rights;

     

    (f)   we do not express
any opinion as to the enforceability of any rights to contribution or
indemnification provided for in the Transaction Agreements which are violative
of the public policy underlying any law, rule or regulation (including any
federal or state securities law, rule or regulation);

     

    (g)   we do not express
any opinion with respect to any provision of the Loan Agreement to the extent it
authorizes or permits any purchaser of a participation interest or any branch or
agency of any Lender to set-off or apply any deposit, property or indebtedness
or the effect thereof on the opinions contained herein;

     

    (h)   we do not express
any opinion on the enforceability of any provision in the Transaction Agreements
purporting to prohibit, restrict or condition the assignment of rights under
such Transaction Agreements to the extent such restriction on assignability is
ineffective pursuant to the Uniform Commercial Code;

     

    (i)   in the case of
the guaranty contained in Article X of the Loan Agreement (the "Guaranty"), certain
of the provisions, including waivers, with respect to the Guaranty are or may be
unenforceable in whole or in part, but the inclusion of such provisions does not
affect the validity of the guaranty, taken as a whole;

     

    (j)   we do not express
any opinion as to the enforceability of Section 8.03(b) of
the Loan Agreement to the extent that the same provides that the obligations of
the Guarantors are absolute and unconditional irrespective of the invalidity or
enforceability of such Loan 

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        	
                June ___,
      2008

                Page 5

              


      

       

    

     

    Agreement
against the Guarantor, but the existence of such provisions does not affect the
validity of the guaranty;

     

    (k)   with respect to
the enforceability of all obligations under the Transaction Agreements, we note
that a U.S. federal court would award a judgment only in U.S. dollars and that a
judgment of a court in the State of New York rendered in a currency other than
the U.S. dollar would be converted into U.S. dollars at the rate of exchange
prevailing on the date of entry of such judgment; further, we do not express any
opinion as to the enforceability of the provisions of the Transaction Agreements
providing for indemnity by any party thereto against any loss in obtaining the
currency due to such party under the Transaction Agreements from a court
judgment in a currency other than the U.S. dollar;

     

    (l)   we do not express
any opinion as to the enforceability of any section of the Transaction
Agreements to the extent it purports to waive any objection a person may have
that a suit, action or proceeding has been brought in an inconvenient forum or a
forum lacking subject matter jurisdiction;

     

    (m)   we have assumed
that all conditions precedent contained in Section 4.01 of the
Loan Agreement, which conditions require the delivery of documents, evidence or
other items satisfactory in form, scope and/or substance to the Administrative
Agent or the satisfaction of which is otherwise in the discretion or control of
the Administrative Agent have been, or contemporaneously with the delivery
hereof will be, fully satisfied or waived;

     

    (n)   to the extent
that any opinion relates to the enforceability of the choice of New York law and
choice of New York forum provisions of the Transaction Agreements, our opinion
is rendered in reliance upon N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402
(McKinney 2001) and N.Y. CPLR 327(b) (McKinney 2001) and is subject to the
qualifications that such enforceability may be limited by public policy
considerations of any jurisdiction, other than the courts of the State of New
York, in which enforcement of such provisions, or of a judgment upon an
agreement containing such provisions, is sought;

     

    (o)   in rendering the
opinions expressed above we have also assumed, without independent investigation
or verification of any kind, that the choice of New York law to govern the
Transaction Agreements, which are stated therein to be governed thereby, is
legal and valid under the laws of other applicable jurisdictions and that
insofar as any obligation under any Transaction Agreement is to be performed in
any jurisdiction outside the United States of America its performance will not
be illegal or ineffective by virtue of the law of that
jurisdiction;

     

    (p)   we call to your
attention that federal courts of the United States of America located in New
York could decline to hear a case on grounds of forum non-conveniens or any
other doctrine limiting the availability of such courts in New York as a forum
for the resolution of disputes not having a sufficient nexus to New York,
irrespective of any agreement between the parties;

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        	
                June ___,
      2008

                Page 6

              


      

       

    

    (q)   we do not express
any opinions as to the subject matter jurisdiction of the federal courts of the
United States of America in any action arising out of or relating to the
Transaction Agreements; and

     

    (r)   in rendering the
opinions expressed above, we note that the various
obligations of the Credit Parties in respect of the Transaction Agreements
implicate the laws of Mexico and The Netherlands and, accordingly, such
obligations may be affected by such laws, as to which we do not express any
opinion.

     

    In
rendering the foregoing opinions, we have assumed, with
your consent, that:

     

    


    (a)  the
Borrower is validly existing and in good standing as a private company with
limited liability under the laws of The Netherlands; the Parent is validly
existing and in good standing as a sociedad anónima bursátil de capital
variable under the laws of the United Mexican States; and CEMEX México is
validly existing and in good standing as a sociedad anónima de capital
variable under the laws of the United Mexican States;

     

    (b)   each Credit Party
has the power and authority to execute, deliver and perform all obligations
under each Transaction Agreement to which it is a party, and the execution and
delivery of each Transaction Agreement to which it is a party and the
consummation by such Credit Party of the transactions contemplated thereby have
been duly authorized by all requisite action on the part of such Credit Party;
each Transaction Agreement has been duly executed and delivered by each Credit
Party party thereto;

     

    (c)   the execution,
delivery and performance by each Credit Party of any such Credit Party's
obligations under the Transaction Agreements to which such Credit Party is a
party do not and will not conflict with, contravene, violate or constitute a
default under (i) the organizational documents of such Credit Party,
(ii) any lease, indenture, instrument or other agreement to which such
Credit Party or such Credit Party's property is subject (other than the
Applicable Contracts as to which we express our opinion in paragraph 3
herein), (iii) any rule, law or regulation to which such Credit Party is
subject (other than Applicable Laws of the State of New York and Applicable Laws
of the United States of America as to which we express our opinion in
paragraph 4 herein) or (iv) any judicial or administrative order or decree
of any governmental authority (other than Applicable Orders as to which we
express our opinion in paragraph 6 herein); and

     

    (d)   no authorization,
consent or other approval of, notice to or filing with any court, governmental
authority or regulatory body (other than Governmental Approvals as to which we
express our opinion in paragraph 5 herein) is required to authorize or is
required in connection with the execution and delivery by or enforceability
against each Credit Party of any Transaction Agreement to which such Credit
Party is a party or the transactions contemplated thereby.

     

    We
understand that you are separately receiving opinions, with respect to certain
of the foregoing assumptions from Lic. Ramiro G. Villarreal, General Counsel of
each Credit Party, and Warendorf, special Dutch counsel to the Borrower, and we
are advised that such

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	
                June ___,
      2008

                Page 7

              


      

       

    

    opinions
contain qualifications.  Our opinions herein stated are based on the
assumptions specified above and we do not express any opinion as to the effect
on the opinions herein stated of the qualifications contained in such other
opinions.

     

    This
opinion is being furnished only to you in connection with the Transaction
Agreements and is solely for your benefit and is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any
other person or entity for any purpose without our prior written consent;
provided that (i) Lic. Ramiro G. Villarreal and Warendorf may rely upon this
opinion as to matters of the laws of the State of New York and of the United
States of America and in rendering their opinions in connection with the Loan
Agreement and (ii) any Person who becomes a Lender under Section 12.06(b) of
the Loan Agreement after the date hereof may rely on this opinion as if it were
originally addressed to such Lender and delivered on the date hereof. We do not
assume any obligation to revise or supplement this opinion letter should any
factual matters change or other transactions occur or should any laws or
regulations be changed by legislative or regulatory action, judicial decision or
otherwise.

    
      Very
truly yours,

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      Schedule
I to the

    

    
      Opinion of Special
Counsel

    

     

     

    HSBC
Securities (USA) Inc., as Sole Structuring Agent

    


    HSBC
Securities (USA) Inc., as Joint Lead Arranger and Joint Bookrunner

    


    Banco
Santander, S.A., as Joint Lead Arranger and Joint Bookrunner

    


    The
Royal Bank of Scotland Plc, as Joint Lead Arranger and Joint
Bookrunner

    


    ING
Capital LLC, as Administrative Agent

    


    Each
of the following, as Lender:

    


    
      	
               
      

            	
              Banco
      Santander, S.A.

            


    

    
      	
               
      

            	
              Caja
      de Madrid-Miami Agency

            


    

    
      	
               
      

            	
              HSBC
      Mexico, S.A., Institución de Banca Multiple, Grupo Financiero HSBC, acting through its Grand
      Cayman branch

            


    

    
      	
               
      

            	
              ING
      Bank N.V., acting
      through its Curacao branch

            


    

    
      	
               
      

            	
              The
      Royal Bank of Scotland PLC

            


    

     

    
      
        
        

      

      
        Sched.
I-1

        
          

        

      

      
        
        

      

    

     

    Schedule
II to the

    Opinion of Special
Counsel

    


    Applicable
Contracts

     

    
      	
              (9)

            	
              Indenture,
      dated as of October 1, 1999, among CEMEX, S.A.B. de C.V. (formerly, CEMEX,
      S.A. de C.V., "CEMEX"), as
      issuer, CEMEX México, S.A. de C.V. (formerly, Serto Construcciones, S.A.
      de C.V. and successor guarantor to TOLMEX, S.A. de C.V., Cemento Portland
      Nacional, S.A. de C.V., and Cementos Mexicanos, S.A. de C.V., ("CEMEX México")
      and Empresas Tolteca de México, S.A. de C.V. ("Empresas
      Tolteca"), as guarantors, and U.S. Bank Trust National Association,
      as trustee, relating to U.S.$200,000,000 original aggregate principal
      amount of 9.625% Notes due 2009 of CEMEX, as amended by the First
      Supplemental Indenture, dated as of April 17, 2002, the Second
      Supplemental Indenture, dated as of October 4, 2004, and the Third
      Supplemental Indenture, dated as of October 20,
  2006.

            


    

    


    
      	
              (10)

            	
              Credit
      Agreement, dated as of May 31, 2005, by and among CEMEX, as borrower,
      CEMEX México and Empresas Tolteca, as guarantors, the several lenders
      party thereto, Barclays Bank PLC, New York Branch, as administrative
      agent, 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, for an aggregate principal amount of U.S.$1,200,000,000, as
      amended by Amendment No. 1 thereto, dated as of June 19, 2006, the
      Amendment and Waiver Agreement, dated as of November 30, 2006, the Third
      Amendment to Credit Agreement, dated as of May 9, 2007, and the Limited
      Waiver Agreement, dated as of November 30,
2007.

            


    

    


    
      	
              (11)

            	
              Amended
      and Restated 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,
      and the Waiver Agreement, dated as of November 30,
  2007.

            


    

    


    
      	
              (12)

            	
              US$700,000,000
      Facilities Agreement*, dated June 27, 2005, for New Sunward Holding B.V.
      ("NSH")
      as borrower, CEMEX, CEMEX Mexico and Empresas Tolteca as guarantors and
      Citibank, N.A. as agent, as amended by Amendment Agreement, dated June 22,
      2006, Deed of Waiver and Second Amendment, dated November 30, 2006 and
      Waiver Agreement, dated November 30,
2007.

            


    

     

     

    
      
        
        

      

      
        Sched.
II-1

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (13)

            	
              Note
      Indenture, dated as of December 18, 2006, among New Sunward Holding
      Financial Ventures B.V. and CEMEX, CEMEX Mexico and NSH with respect to
      the issuance of U.S. $900,000,000 Callable Perpetual Dual-Currency
      Notes.

            


    

    


    
      	
              (14)

            	
              Note
      Indenture, dated as of December 18, 2006, among New Sunward Holding
      Financial Ventures B.V. and CEMEX, CEMEX Mexico and NSH with respect to
      the issuance of U.S. $350,000,000 Callable Perpetual Dual-Currency
      Notes.

            


    

    


    
      	
              (15)

            	
              Note
      Indenture, dated as of February 12, 2007, among New Sunward Holding
      Financial Ventures B.V. and CEMEX, CEMEX Mexico and NSH with respect to
      the issuance of U.S. $750,000,000 Callable Perpetual Dual-Currency
      Notes.

            


    

    


    
      	
              (16)

            	
              Note
      Indenture, dated as of May 9, 2007, among New Sunward Holding Financial
      Ventures B.V. and CEMEX, CEMEX Mexico and NSH with respect to the issuance
      of €730,000,000 Callable Perpetual Dual-Currency
  Notes.

            


    

    


    


    *The
Facilities Agreement referred to in Item 4 is governed by English
law.

     

     

    
      
        
        

      

      
        Sched.
II-2

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
A to the

    Opinion of Special
Counsel

    


    [ATTACHED
SEPARATELY]

     

     

     

     

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

     

     

    Exhibit
B to the

    Opinion of Special
Counsel

    


    [ATTACHED
SEPARATELY]

     

     

     

     

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
G

     

     

    FORM OF OPINION OF DUTCH
COUNSEL TO THE BORROWER

    AND THE
GUARANTORS

    


    


    


     

    To
ING Capital LLC, as Administrative Agent and

    the
Lenders listed on Schedule 1 hereto

     

    


    


    
      	 
      
	 
      
	
              Date

            	
              ____
      June 2008

            
	
              Our
      ref.

            	
              08A
      C 101684

            
	
              Subject

            	
              New
      Sunward Holding B.V. Senior Unsecured Dutch Loan "A"
    Agreement

            


    

    


    


    Dear
Sirs,

     

    (1)           We
have acted as special Dutch counsel to New Sunward Holding B.V. (the "Company") in connection with a
Senior Unsecured Dutch Loan "A" Agreement, dated as of the date hereof (the
"Dutch Loan "A"
Agreement"), by and among the Company, 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, S.A., and
The Royal Bank of Scotland PLC, as Joint Lead Arrangers and Joint Bookrunners,
ING Capital LLC, as Administrative Agent, and the several lenders party thereto
and certain other agreements, instruments and documents related to the Dutch
Loan "A" Agreement.  For purposes of this opinion, we have examined
and relied on the documents listed in Schedule 2 and Schedule 3, which shall
form part of this opinion. The documents listed in Schedule 2 are referred to as
the "Documents" and the
documents listed in Schedule 3 as the "Certificates."

     

    Unless
otherwise defined in this opinion or unless the context otherwise requires,
words and expressions defined in the Dutch Loan "A" Agreement shall have the
same meanings when used in this opinion. We understand that you require this
opinion from us pursuant to Section 4.01(c)(iii) to the Dutch Loan "A"
Agreement.

     

    In
connection with such examination and in giving this opinion, we have
assumed:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              the genuineness of the signatures
      to the Documents and the Certificates, the authenticity and completeness
      of the Documents and the Certificates submitted to us as originals, the
      conformity to the original documents of the Documents and the
      Certificates
      submitted to us as copies and the authenticity and completeness of these
      original documents;

            


    

     

    
      	
              (c)

            	
              the legal capacity (handelingsbekwaamheid) of the natural persons acting on
      behalf of the parties, the due incorporation and valid existence of,
      the power and
      authority of, and the due authorisation and execution of the Documents and
      the power of attorney referred to in Schedule 3 paragraph c) by each of
      the parties thereto (other than the Company) under any applicable law
      (other than Dutch law);

            


    

     

    
      	
              (d)

            	
              the validity, binding effect and
      enforceability of the Documents and the power of attorney referred to in
      Schedule 3 under the law of the State of New
  York;

            


    

     

    
      	
              (e)

            	
              the accuracy, completeness,
      validity and binding effect of the Certificates (with the
      exception of the
      Articles) and the matters certified or evidenced thereby at the date
      hereof and any other relevant
date;

            


    

     

    
      	
              (f)

            	
              for the duration of the Dutch Loan
      "A" Agreement the Company, under the  Dutch Loan "A" Agreement,
      borrows exclusively (i) from Lenders that qualify as professional market
      parties (professionele
      markpartijen) within
      the meaning of the Financial Markets Supervision Act 2007 (Wet op het
      financieel toezicht 2007) (in reliance upon a letter dated
      15 December 2006 issued by the Dutch Central Bank (De
      Nederlandsche Bank N.V.) and this requirement can be
      considered satisfied if the amount borrowed by the Company from each
      existing or future Lender individually is not less than EUR 50,000 or its
      equivalent in any other currency).

            


    

     

    This
opinion is given only with respect to Dutch law as generally interpreted and
applied by the Dutch courts at the date of this opinion. As to matters of fact
we have relied on the Certificates and the representations and warranties
contained in or made pursuant to the Documents and the Certificates. We do not
express an opinion on the completeness or accuracy of the representations or
warranties made by the parties to the Documents, matters of fact, matters of
foreign law, international law, including, without limitation, the law of the
European Union, and tax, anti-trust and competition law, except to the extent
that those representations and warranties and matters of fact and law are
explicitly covered by the opinions below. No opinion is given on commercial,
accounting or non-legal matters or on the ability of the parties to meet their
financial or other obligations under the Documents.

     

    Based
on and subject to the foregoing, and subject to the qualifications set out below
and matters of fact, documents or events not disclosed to us, we express the
following opinions:

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              1.  

            	
              The
      Company is duly incorporated and is validly existing under Dutch law as a
      private company with limited liability (besloten vennootschap met
      beperkte aansprakelijkheid) and possesses the capacity to sue and
      to be sued in its own name.

            


    

     

    
      	
              1.

            	
              The
      Extract does not reveal that the Company has been dissolved (ontbonden) or has been
      declared bankrupt (failliet verklaard) or
      that it has been granted a (provisional) suspension of payment ((voorlopige) surséance van betaling
      verleend) or any order for the administration of the assets of the
      Company has been made (onder bewind gesteld), which
      has also been confirmed to us by telephone on the time and date hereof by
      the Court registry of the Civil Law Section (sector civiel recht) of
      the Amsterdam District Court.

            


    

     

    
      	
              2.

            	
              The
      Company has the corporate power and capacity to execute the Documents, to
      perform its obligations thereunder and to consummate the transactions
      contemplated therein.

            


    

     

    
      	
              3.

            	
              The
      Company has taken all necessary corporate action to authorise the
      execution of the Documents, the performance of its obligations thereunder
      and the consummation of the transactions contemplated
    therein.

            


    

     

    
      	
              4.

            	
              Each
      of the Documents, has been duly executed under applicable law on behalf of
      the Company by Rodrigo Trevino Muguerza and/or Humberto Lozano Vargas
      and/or Hector Vela Dib and/or Francisco Javier Garcia Ruiz de Morales
      individually and severally as attorney pursuant to the power of attorney
      referred to in Schedule 3 paragraph c) and constitutes valid and legally
      binding obligations of the Company enforceable in accordance with its
      terms and would be so treated in the Dutch courts. Each of those Documents
      is in proper form for its enforcement in the Dutch
  courts.

            


    

     

    
      	
              5.

            	
              It
      is not necessary in order to ensure the validity, enforceability or
      admissibility in evidence of the Documents against the Company in the
      Dutch courts that those Documents or any other document in connection
      therewith be filed, registered of recorded with governmental, judicial or
      public bodies or authorities in The Netherlands or that any other action
      be taken in The Netherlands.

            


    

     

    
      	
              6.

            	
              The
      execution by the Company of the Documents, the performance of its
      obligations thereunder and the consummation of the transactions
      contemplated therein do not conflict with or result in a violation of (i)
      any provision of the Articles of the Company; (ii) any existing provision
      of, or rule or regulation under, the law of The Netherlands, applicable to
      companies generally; or (iii) any judgment or order of any court or
      arbitrator or governmental or regulatory authority in The
      Netherlands.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              No
      authorisations, consents, approvals, licences or exemptions from
      governmental, judicial or public bodies or authorities in The Netherlands
      are required for the execution of the Documents by the parties thereto,
      the performance of their respective obligations thereunder and the
      consummation of the transactions contemplated
  therein.

            


    

     

    
      	
              8.

            	
              The
      obligations of the Company under the Documents will rank at least pari passu with all the
      other present or future unsecured and unsubordinated obligations of the
      Company, except for those obligations that have been accorded preferential
      rights by law and those obligations that are subject to rights of set-off
      or counterclaim.

            


    

     

    
      	
              9.

            	
              The
      choice of the law of the State of New York to govern the Documents is a
      valid choice of law and the irrevocable submission thereunder by the
      Company to the non-exclusive jurisdiction of any state or federal court
      sitting in New York and the waiver of any objection to the venue of a
      proceeding in any such court, are valid and legally binding on the
      Company. This choice of law and this submission would be upheld by the
      Dutch courts.

            


    

     

    
      	
              10.

            	
              In
      proceedings taken in The Netherlands, neither the Company nor any of its
      assets is immune from legal action or proceeding (including, without
      limitation, suit, attachment prior to judgment, execution or other legal
      process).

            


    

     

    
      	
              11.

            	
              A
      final judgment rendered by a state or federal court sitting in New York
      would not automatically be enforceable in The Netherlands. However, a
      final judgment obtained in any such court (the "NY Judgment") that is
      not rendered by default and which is not subject to appeal or other means
      of contestation and is enforceable in New York with respect to the payment
      obligations of the Company under the Documents would generally be upheld
      and regarded by a Dutch court of competent jurisdiction as conclusive
      evidence when asked to render a judgment in accordance with the NY
      Judgment, without substantive re-examination or re-litigation of the
      subject matter thereof,  provided, however that the NY Judgment
      has been rendered by a court of competent jurisdiction, in accordance with
      the principles of due process, its content and enforcement do not conflict
      with Dutch public policy and has not been rendered in proceedings of a
      penal or revenue or other public
nature.

            


    

     

    
      	
              12.

            	
              It
      is not necessary for the execution, performance or enforcement in The
      Netherlands of the Documents, that the Lenders be licensed, registered,
      qualified or otherwise entitled to carry on business in The Netherlands
      and no Lender is and will be deemed to be resident, domiciled or carrying
      on business in The Netherlands merely by reason of the execution,
      performance or enforcement of the Documents, the holding of the Club "A"
      Notes or the making or receipt of any payment under the Documents,
      including the Club "A" Notes.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              13.

            	
              There
      are no exchange control restrictions in The Netherlands, that would
      restrict the ability of a Lender to exercise its rights against the
      Company under the Documents or to remit the proceeds of enforcement
      thereof out of The Netherlands.

            


    

     

    
      	
              14.

            	
              A
      judgment rendered by a Dutch court against the Company with respect to its
      payment obligations under a Document would, if requested, be expressed in
      the currency in which this money is
payable.

            


    

     

    
      	
              15.

            	
              No
      stamp (zegelrechten),
      registration duties or similar taxes or charges are payable under the laws
      of The Netherlands in connection with the execution, performance or
      enforcement of the Dutch Loan "A" Agreement or any of the other Documents,
      other than court fees in respect of proceedings in the Dutch
      courts.

            


    

     

    
      	
              16.

            	
              Payments
      of principal or interest by the Company under the Documents will not be
      subject to Dutch withholding tax, provided that any such payments do not
      qualify as and will not be construed as income from shares (opbrengst van aandelen)
      of the Company, income from profit rights (opbrengst van
      winstbewijzen) of the Company and income from loans to the Company
      entered into under such conditions that they in fact function as equity
      (opbrengst van leningen
      onder zodanige voorwaarden aangegaan dat deze feitelijk functioneren als
      eigen vermogen) of the Company, and we have no reason to believe at
      this time, and do not believe, that any such payments will be considered
      income from such shares, profit rights and
  loans.

            


    

     

    
      	
              17.

            	
              There
      are no actions, suits or proceedings pending against the Company before
      any court in The Netherlands and no steps have been, or are being, taken
      to compulsorily wind-up the Company and no resolution to voluntarily
      wind-up the Company has been adopted by its respective
      members.

            


    

     

    
      	
              18.

            	
              The
      appointment by the Company of CT Corporation Systems as its agent for the
      purpose described in Section 12.12 of the Dutch Loan "A" Agreement or any
      other similar provision in any of the Documents is valid, binding and
      effective. Service of process effected in the manner set forth in Section
      12.12 of the Dutch Loan "A" Agreement or any other similar provision in
      any of the Documents, assuming its validity under the laws of the State of
      New York, will be effective, insofar as Dutch law is concerned, to confer
      valid personal jurisdiction over the
Company.

            


    

     

    The
opinions expressed above are subject to the following
qualifications:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              19.

            	
              Our opinions expressed herein are
      subject to and limited by applicable bankruptcy, suspension of payment,
      insolvency, reorganisation and other laws relating to or affecting the
      rights of creditors or secured creditors
  generally.

            


    

     

    
      	
              20.

            	
              Delivery of documents is not a concept
      of Dutch law.

            


    

     

    
      	
              21.

            	
              The enforcement in The Netherlands
      of the Documents is subject to the Dutch rules of civil procedure as
      applied by the Dutch courts.

            


    

     

    
      	
              22.

            	
              The availability in the Dutch
      courts of the remedies of injunction and specific performance is at the
      discretion of the courts.

            


    

     

    
      	
              23.

            	
              The Dutch courts may stay or refer
      proceedings if concurrent proceedings are being brought
      elsewhere.

            


    

     

    
      	
              24.

            	
              The Dutch courts may render
      judgments for a monetary amount in foreign currencies, but these foreign monetary amounts
      may be converted into Euros for enforcement purposes. Foreign currency
      amounts claimed in a Dutch (provisional) suspension of payment or
      bankruptcy proceeding will be converted into Euros at the rate prevailing
      at commencement of that
      proceeding.

            


    

     

    
      	
              25.

            	
              The choice of the law of the State
      of New York to govern the Documents would be upheld by the Dutch courts,
      although under the rules of Dutch private international law (and those of
      the Convention on the Law Applicable to Contractual Relations of 19 June 1980
      (the "Rome
      Convention")), (i)
      effect may be given to the mandatory rules of the law of another country
      with which the situation has a close connection, if and insofar as, under
      the law of that other country, those mandatory rules must be applied regardless
      of the law applicable to the contract (Article 7 of the Rome Convention)
      or (ii) the application of a term or condition of the Documents or a rule
      of foreign law applicable thereto under the Rome Convention may be refused
      if that application is manifestly
      incompatible with Dutch public policy (Article 16 of the Rome Convention).
      With the express reservation that we are not qualified to assess the exact
      meaning and consequences of the respective terms and conditions of the
      Documents under the law of the State
      of New York, on the face of those Documents, we are not aware of any
      condition therein that is likely to give rise to situations (i)where the
      mandatory rules of Dutch law will be applied by the Dutch courts
      irrespective of the law otherwise applicable to
      those Documents or (ii) that appear to be prima
      facie manifestly
      incompatible with Dutch public
policy.

            


    

     

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              26.

            	
              The obligations of the Company
      under the Documents may be contested by it or by its receiver in
      bankruptcy on the
      basis of Section 2:7 of The Netherlands Civil Code, if both (a) the
      execution and performance of the Documents cannot serve the attainment of
      the objects as expressed in the articles of association of the Company
      (having regard to all relevant circumstances such as, whether the execution
      and performance of the Documents is in the Company's corporate interest
      (vennootschappelijk
      belang) and whether or not the subsistence
      of the Company could be jeopardised by the performance of its obligations
      under the Documents),
      and (b) the counterparties to the Documents knew or should reasonably have
      known (without any enquiry) of this fact. However, unless and until the
      Company has successfully invoked the nullity of the Documents on this
      basis, the Documents remain valid, binding and enforceable
      (unless they would be void on other
  grounds).

            


    

     

    (i)           As regards (a):

     

    In
determining whether the entering into of the transactions contemplated by the
Documents is in furtherance of the objects and purposes of a Netherlands
company, it is important to consider (x) the text of the objects clause in the
articles of association of such Netherlands company, (y) whether such
transactions (including the granting of such guarantee or security) are in The
Netherlands company's corporate interest (vennootschappelijk
belang) and
to its benefit, and (z) whether or not the subsistence of such Netherlands
company is jeopardised by such transactions.

     

    (ii)           The
mere fact that a certain transaction (rechtshandeling) is explicitly mentioned
in a Netherlands company's objects clause is not sufficient to determine with
certainty whether or not the Documents will or will not be ultra vires. This is because,
following a majority of the authoritative legal writers, the Supreme Court of
The Netherlands has rendered judgments that a transaction should in any event be
in the corporate interest of a Netherlands company in order to be intra vires. As it cannot
reasonably be expected of counterparties to make an assessment of corporate
interest in each transaction they enter into with a Dutch company, the test
proposed in authoritative literature is that it should have been obvious to the
counterparty that a certain transaction was contrary to a company's corporate
interest in order for that transaction to be voided on the grounds of ultra vires. In case the
Documents would ever be challenged by the Company on such grounds, the Lenders
should be able to demonstrate that they had no indication that the
Documents were not in
the Company's corporate interest.

     

    (iii)           For
purposes of this opinion we have assumed that the Company's execution and
performance of the Documents are in its corporate interest.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (iv)           As regards (b):

     

    Because
the criteria for determining whether requirement (a) is met are mostly factual,
absolute certainty cannot be provided. Consequently, it is often advisable to
achieve protection against ultra vires by obtaining and
relying on confirmations as to (a) from a Dutch company. This type of comfort
would typically consist of a statement or representation from the company's
highest executive body, i.e. in this case the managing directors (bestuur). The purpose of such a
statement or representation is to ensure that the second requirement for a
successful ultra vires
challenge is not met. In the event that a Netherlands company invokes
(the defence of) ultra vires
before a Netherlands court, and the counterparty to the relevant
transaction can demonstrate that it relied on statements as to the scope of the
company's objects clause or its corporate benefit made by that company's
managing director(s) (such as those contained in the Board Resolutions) prior to entering into the relevant
agreements, this will give rise to the presumption that such counterparty
could reasonably have assumed that the transaction was within the company's
objects. This presumption will avoid the defence being invoked successfully,
provided that it cannot be established that the beneficiary had actual knowledge
that could rebut such presumption.

     

    (v)           In
the present case the managing directors of the Company have all signed the Board
Resolutions, which contain certain confirmations. Since according to such
statements and representations the execution and performance of the Documents is
and will be in its corporate interest and to its benefit (which statements we
assume to be correct without any investigation on our part), and do not breach
its articles of association and assuming that the Lenders will be entering into
the Documents in bona
fide reliance on the statements made in the Board Resolutions (i.e. had
no indication whatsoever that the transactions contemplated thereby were not in
the Company's corporate benefit), having given consideration to recent case law
and literature, it may reasonably be expected that the execution of the
Documents cannot be challenged successfully on the basis of Section 2:7 of The
Netherlands Civil Code by the Company or its receiver in
bankruptcy.

     

    
      	
              27.

            	
              Our opinions expressed herein are
      further subject to the effect of general principles of equity,
      including (without
      limitation) the concepts or materiality, reasonableness and fairness
      (redelijkheid
      en billijkheid as
      known under Netherlands law), imprévision, misrepresentation, good
      faith and fair dealing and subject to the concepts of error (dwaling) and fraud (bedrog).

            


    

     

    
      	
              28.

            	
              A power of attorney granted by a
      Dutch company will automatically, i.e. by operation of law, terminate
      upon the bankruptcy of the company or become ineffective, when this
      company has been granted a (provisional) suspension of payment. To
      the extent that the
      appointment of a process agent by the Company constitutes the granting of
      a power of attorney to that process agent, the service of process on that
      agent, after the Company has been declared bankrupt or it has been granted
      a (provisional) suspension of payments, would
      not be valid and effective, other than to the extent authorised by the
      public receiver (curator) or administrator (bewindvoerder), as the case may
      be.

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                been declared bankrupt or it has
      been granted a (provisional) suspension of payments, would
      not be valid and effective, other than to the extent authorised by the
      public receiver (curator) or administrator (bewindvoerder), as the case may
      be.

              


      

       

    

    
      	
              29.

            	
              We have assumed that the Extract
      fully and accurately reflects the corporate status and position of the
      Company. It is noted, however, that the Extract may not completely and
      accurately reflect this status and position insofar as there may be a
      delay between the taking of a corporate action (such as the issuance of
      shares, the appointment or removal of a
      director, a winding-up (ontbinding) or (provisional) suspension of
      payment resolution or the making of a court order, like a winding-up,
      (provisional) suspension of payment or bankruptcy order) and the filing of
      the necessary
      documentation at the Commercial Register and a further delay between that
      filing and an entry appearing on the file of the relevant party at the
      Commercial Register.

            


    

     

    
      	
              30.

            	
              In issuing this opinion we do not
      assume any obligation to notify or to inform you (or any other person entitled to
      rely on this opinion) of any development subsequent to its date that might
      render its contents untrue or inaccurate in whole or in part at such
      time.

            


    

     

    
      	
              31.

            	
              As to the opinions 7(iii) and 18
      we have relied solely upon a management certificate from the Company;
      we have assumed that the statements made therein are accurate and correct
      in all respects and we have not investigated any of the matters addressed
      therein.

            


    

     

    This
opinion, which is strictly limited to the matters expressly stated herein is
given subject to the conditions, including the limitation of liability, set out
at the bottom of the front page of this opinion letter and on the basis that
this opinion is governed by and to be construed in accordance with Dutch law and
that any action, arising out of it, is to be determined by a competent court in
Amsterdam which shall have exclusive jurisdiction in relation
thereto.

     

    This
opinion is given solely for the benefit of the Administrative Agent, the Lenders
identified on Schedule
1 hereto and their respective legal advisors in this particular matter
and the context specified herein. It may not, without our prior written consent,
be transmitted or otherwise disclosed to, or relied upon by, others, referred to
in other matters or context whatsoever, or be quoted or made public in any
way.

     

    Yours
faithfully,

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    


    SCHEDULE
1

     

    HSBC
Securities (USA) Inc., as Sole Structuring Agent

     

    HSBC
Securities (USA) Inc., Joint Lead Arranger and Joint Bookrunner

     

    Banco
Santander, S.A., Joint Lead Arranger and Joint Bookrunner

     

    The
Royal Bank of Scotland PLC, Joint Lead Arranger and Joint
Bookrunner

     

    ING
Capital LLC, as Administrative Agent

     

    Each
of the following, as Lender:

     

    (vi)           HSBC
México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, acting
through its Grand Cayman branch

     

    (vii)          Banco
Santander, S.A.

     

    (viii)         The
Royal Bank of Scotland, PLC

     

    (ix)           ING
Bank N.V., acting through its Curacao branch

     

    (x)           Caja
de Madrid - Miami Agency

     

                
(xi)           Each
Assignee that becomes a Lender pursuant to Section 12.06(b) of the Dutch Loan
"A" Agreement and each of their respective successors or assigns.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    (xii)           SCHEDULE
2

     

    Documents

     

    
      	
              (a)

            	
              an execution copy of the
      Dutch Loan "A"
      Agreement;
      and

            


    

     

    
      	
              (b)

            	
              copies of the Club "A"
      Notes.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
EXHIBIT
H

     

     

    SCHEDULE
3

     

    Certificates

     

    
      	
              (a)

            	
              a copy of the Articles of
      Association (statuten) of the Company, dated 15 October
      2003 which are the currently effective Articles of Association of the
      Company according to the extract referred to in clause b) below (the
      "Articles");

            


    

     

    
      	
              (b)

            	
              an official extract (uittreksel) dated the date hereof from the
      Commercial Register (Handelsregister) of the Chamber of Commerce in
      Amsterdam, relating to the registration of the Company under number
      34133556 (the "Extract");

            


    

     

    
      	
              (c)

            	
              a copy of the resolutions of
      the Board of Managing
      Directors (Bestuur) of the Company incorporating the
      power of attorney, granted by the Company to Rodrigo Trevino Muguerza
      and/or Humberto Lozano Vargas and/or Hector Vela Dib and/or Francisco
      Javier Garcia Ruiz de Morales individually and severally , dated 2 June
      2008 (the "Board
      Resolutions");

            


    

     

    
      	
              (d)

            	
              a copy of the manager's
      certificate of the Company dated 2 June 2008, certifying the matters set
      forth therein;

            


    

     

    
      	
              (e)

            	
              a copy of an officers' certificate
      of the Company dated 2 June 2008 certifying the matters set forth
      therein;

            


    

     

    
      	
              (f)

            	
              a copy of a managers certificate
      from the Company dated 2 June 2008 certifying the matters referred to in
      opinions 7(iii) and 18
hereof.

            


    

     

    *****

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
H

    
 

    [FORM
OF]

    CONVERSION
NOTICE

    


    
      	
               
      

            	
              [                               ],

            


    

    
      	
               
      

            	
              as
      Administrative Agent for the Dutch “A”
Loan

            


    

    
      	
               
      

            	
              [                               ],

            


    

    
      	
               
      

            	
              [                               ],

            


    

    
      	
               
      

            	
              Attention:
      [                               ],

            


    

    


    
      	
               
      

            	
              [                               ],

            


    

    
      	
               
      

            	
              as
      Administrative Agent for the Maturity “A”
Loan

            


    

    
      	
               
      

            	
              [                               ],

            


    

    
      	
               
      

            	
              [                               ],

            


    

    
      	
               
      

            	
              Attention:
      [                               ],

            


    

    


    


    Reference is made to the Senior
Unsecured Dutch Loan “A” Agreement, dated June [ ] 2008 by and among New Sunward
Holding B.V. (the “Borrower”), CEMEX
S.A.B. de C.V. as Guarantor, CEMEX México, S.A. de C.V. as Guarantor, HSBC
Securities (USA) Inc., as sole structuring agent, each of HSBC Securities (USA)
Inc., Banco Santander, S.A., and The Royal Bank of Scotland Plc, each as joint
lead arranger and joint bookrunner,
[                      ],
as administrative agent, and the several lenders party thereto (the “Dutch “A” Loan
Agreement”). Terms used but not defined herein shall have the meaning
provided in the Dutch “A” Loan Agreement.  The undersigned hereby
gives this Conversion Notice pursuant to, and in accordance with, Sections 2.01(i) and
(j) of the Dutch “A” Loan Agreement, of its request to convert the Loans
into Maturity Loans, on the following terms:

    


    
      	 
      	
              (A)

            	
              Principal
      amount
      of    ______________________________________

            
	 
      	 
      	
              Conversion

            
	 
      	 
      	 
      
	 
      	
              (B)

            	
              Requested
      Conversion
      Date    __________________________

            
	 
      	 
      	
              (which
      is a Business Day)

            
	 
      	 
      	 
      
	 
      	
              (C)

            	
              Initial
      Interest Period and the last date
      thereof    _________________________

            
	 
      	 
      	 
      
	 
      	
              (D)

            	
              Interest
      Accrued and
      Unpaid    _________________________

            
	 
      	 
      	 
      
	 
      	
              (E)

            	
              Deferred
      Amounts Accrued and
      Unpaid    _________________________

            


    

    


    The Borrower hereby represents and
warrants that (i) each of the conditions set forth in Section 4.03 has been [or
will be upon Conversion] satisfied or waived and (ii) the form of the Maturity
Loan "A" Agreement attached as Exhibit A hereto
satisfies the requirements of Section
4.03(f).  The Borrower hereby acknowledges that this Conversion
Notice is irrevocable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the undersigned has
hereto set his name on this ______ day of ___________,
20  .

     

    


    
      	 
      	
              NEW
      SUNWARD HOLDING B.V.,

            
	 
      	
              as
      Borrower

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title: