cx_ex4-27.htm


    
      EXECUTION
VERSION

    

    


     

    CREDIT
AGREEMENT

     

    among

     

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

    as
Borrower

     

    and

     

    CEMEX
MÉXICO, S.A. de C.V.,

    as
Guarantor

     

    and

     

    BANCO
BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,

    as
Lender

     

     

    US$500,000,000

     

    Dated as
of June 25, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

     

    
      
        	 	 	 	Page	 
	 	 	 	 	 
	
                ARTICLE
      I DEFINITIONS

              	 	 	
                1

              	 
	 	 	 	 	 
	
                1.01

              	 	 	
                Certain
      Definitions

              	 	 	
                1

              	 
	
                1.02

              	 	 	
                Other Definitional
      Provisions.

              	 	 	
                13

              	 
	
                1.03

              	 	 	
                Accounting Terms and
      Determinations

              	 	 	
                13

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
      II THE LOAN

              	 	 	
                14

              	 
	 	 	 	 	 
	
                2.01

              	 	 	
                The
      Loan

              	 	 	
                14

              	 
	
                2.02

              	 	 	
                Interest

              	 	 	
                14

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
      III TAXES, PAYMENT PROVISIONS

              	 	 	
                15

              	 
	 	 	 	 	 
	
                3.01

              	 	 	
                Taxes

              	 	 	
                15

              	 
	
                3.02

              	 	 	
                General Provisions as
      to Payments

              	 	 	
                17

              	 
	
                3.03

              	 	 	
                Funding
      Losses

              	 	 	
                18

              	 
	
                3.04

              	 	 	
                Basis for Determining
      Interest Rate Inadequate or Unfair

              	 	 	
                18

              	 
	
                3.05

              	 	 	
                Capital
      Adequacy

              	 	 	
                18

              	 
	
                3.06

              	 	 	
                Illegality

              	 	 	
                19

              	 
	
                3.07

              	 	 	
                Requirements of
      Law

              	 	 	
                19

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
      IV CONDITIONS PRECEDENT

              	 	 	
                20

              	 
	 	 	 	 	 
	
                4.01

              	 	 	
                Conditions to
      Effectiveness

              	 	 	
                20

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
      V REPRESENTATIONS AND WARRANTIES OF THE BORROWER

              	 	 	
                22

              	 
	 	 	 	 	 
	
                5.01

              	 	 	
                Corporate Existence
      and Power

              	 	 	
                22

              	 
	
                5.02

              	 	 	
                Power and Authority;
      Enforceable Obligations

              	 	 	
                22

              	 
	
                5.03

              	 	 	
                Compliance with Law
      and Other Instruments

              	 	 	
                23

              	 
	
                5.04

              	 	 	
                Consents/Approvals

              	 	 	
                23

              	 
	
                5.05

              	 	 	
                Financial
      Information

              	 	 	
                23

              	 
	
                5.06

              	 	 	
                Litigation

              	 	 	
                23

              	 
	
                5.07

              	 	 	
                No
      Immunity

              	 	 	
                24

              	 
	
                5.08

              	 	 	
                Governmental
      Regulations

              	 	 	
                24

              	 
	
                5.09

              	 	 	
                Direct Obligations;
      Pari Passu; Liens

              	 	 	
                24

              	 
	
                5.10

              	 	 	
                Subsidiaries

              	 	 	
                24

              	 
	
                5.11

              	 	 	
                Ownership of
      Property

              	 	 	
                24

              	 
	
                5.12

              	 	 	
                No Recordation
      Necessary

              	 	 	
                24

              	 
	
                5.13

              	 	 	
                Taxes

              	 	 	
                25

              	 
	
                5.14

              	 	 	
                Compliance with
      Laws

              	 	 	
                25

              	 
	
                5.15

              	 	 	
                Absence of
      Default

              	 	 	
                25

              	 
	
                5.16

              	 	 	
                Full
      Disclosure

              	 	 	
                26

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        TABLE OF
CONTENTS

        Continued

         

      

      
        	
                5.17

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

              	 	 	
                26

              	 
	
                5.18

              	 	 	
                Pension and Welfare
      Plans

              	 	 	
                26

              	 
	
                5.19

              	 	 	
                Environmental
      Matters

              	 	 	
                26

              	 
	
                5.20

              	 	 	
                Margin
      Regulations

              	 	 	
                27

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
      VI REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

              	 	 	
                28

              	 
	 	 	 	 	 
	
                6.01

              	 	 	
                Corporate Existence
      and Power

              	 	 	
                28

              	 
	
                6.02

              	 	 	
                Power and Authority;
      Enforceable Obligations

              	 	 	
                28

              	 
	
                6.03

              	 	 	
                Compliance with Law
      and Other Instruments

              	 	 	
                28

              	 
	
                6.04

              	 	 	
                Consents/Approvals

              	 	 	
                28

              	 
	
                6.05

              	 	 	
                Litigation; Material
      Adverse Effect

              	 	 	
                29

              	 
	
                6.06

              	 	 	
                No
      Immunity

              	 	 	
                29

              	 
	
                6.07

              	 	 	
                Governmental
      Regulations

              	 	 	
                29

              	 
	
                6.08

              	 	 	
                Direct Obligations;
      Pari Passu

              	 	 	
                29

              	 
	
                6.09

              	 	 	
                No Recordation
      Necessary

              	 	 	
                29

              	 
	
                6.10

              	 	 	
                Financial
      Information

              	 	 	
                30

              	 
	
                6.11

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

              	 	 	
                30

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
      VII AFFIRMATIVE COVENANTS

              	 	 	
                30

              	 
	 	 	 	 	 
	
                7.01

              	 	 	
                Financial Reports and
      Other Information

              	 	 	
                30

              	 
	
                7.02

              	 	 	
                Notice of Default and
      Litigation

              	 	 	
                32

              	 
	
                7.03

              	 	 	
                Compliance with Laws
      and Contractual Obligations, Etc.

              	 	 	
                32

              	 
	
                7.04

              	 	 	
                Payment of
      Obligations

              	 	 	
                32

              	 
	
                7.05

              	 	 	
                Maintenance of
      Insurance

              	 	 	
                32

              	 
	
                7.06

              	 	 	
                Conduct of Business
      and Preservation of Corporate Existence

              	 	 	
                33

              	 
	
                7.07

              	 	 	
                Books and
      Records

              	 	 	
                33

              	 
	
                7.08

              	 	 	
                Maintenance of
      Properties, Etc.

              	 	 	
                33

              	 
	
                7.09

              	 	 	
                Use of
      Proceeds

              	 	 	
                33

              	 
	
                7.10

              	 	 	
                Pari Passu
      Ranking

              	 	 	
                33

              	 
	
                7.11

              	 	 	
                Transactions with
      Affiliates

              	 	 	
                33

              	 
	
                7.12

              	 	 	
                Maintenance of
      Governmental Approvals

              	 	 	
                34

              	 
	
                7.13

              	 	 	
                Measurement
      Date

              	 	 	
                34

              	 
	
                7.14

              	 	 	
                Inspection of
      Property

              	 	 	
                34

              	 
	
                7.15

              	 	 	
                Payment of Bridge
      Facility

              	 	 	
                34

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
      VIII NEGATIVE COVENANTS

              	 	 	
                34

              	 
	 	 	 	 	 
	
                8.01

              	 	 	
                Financial
      Conditions

              	 	 	
                34

              	 
	
                8.02

              	 	 	
                Liens

              	 	 	
                35

              	 
	
                8.03

              	 	 	
                Consolidations and
      Mergers

              	 	 	
                37

              	 
	
                8.04

              	 	 	
                Sales of Assets,
      Etc.

              	 	 	
                38

              	 
	
                8.05

              	 	 	
                Change in Nature of
      Business

              	 	 	
                38

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        TABLE OF
CONTENTS

        Continued

         

      

      
        	
                8.06

              	 	 	
                Margin
      Regulations

              	 	 	
                38

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
      IX OBLIGATIONS OF GUARANTOR

              	 	 	
                38

              	 
	 	 	 	 	 
	
                9.01

              	 	 	
                The
      Guaranty

              	 	 	
                38

              	 
	
                9.02

              	 	 	
                Nature of
      Liability

              	 	 	
                38

              	 
	
                9.03

              	 	 	
                Unconditional
      Obligations

              	 	 	
                38

              	 
	
                9.04

              	 	 	
                Independent
      Obligation

              	 	 	
                39

              	 
	
                9.05

              	 	 	
                Waiver of
      Notices

              	 	 	
                39

              	 
	
                9.06

              	 	 	
                Waiver of
      Defenses

              	 	 	
                39

              	 
	
                9.07

              	 	 	
                Bankruptcy and Related
      Matters

              	 	 	
                40

              	 
	
                9.08

              	 	 	
                No
      Subrogation

              	 	 	
                41

              	 
	
                9.09

              	 	 	
                General Limitation on
      Guaranty

              	 	 	
                42

              	 
	
                9.10

              	 	 	
                Covenants of the
      Guarantor

              	 	 	
                42

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
      X EVENTS OF DEFAULT

              	 	 	
                42

              	 
	 	 	 	 	 
	
                10.01

              	 	 	
                Events of
      Default

              	 	 	
                42

              	 
	
                10.02

              	 	 	
                Remedies

              	 	 	
                45

              	 
	
                10.03

              	 	 	
                Default
      Interest

              	 	 	
                45

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
      XI MISCELLANEOUS

              	 	 	
                45

              	 
	 	 	 	 	 
	
                11.01

              	 	 	
                Notices

              	 	 	
                45

              	 
	
                11.02

              	 	 	
                Amendments and
      Waivers

              	 	 	
                45

              	 
	
                11.03

              	 	 	
                No Waiver; Cumulative
      Remedies

              	 	 	
                46

              	 
	
                11.04

              	 	 	
                Payment of Expenses,
      Etc.

              	 	 	
                46

              	 
	
                11.05

              	 	 	
                Indemnification

              	 	 	
                46

              	 
	
                11.06

              	 	 	
                Successors and
      Assigns

              	 	 	
                47

              	 
	
                11.07

              	 	 	
                Right of
      Set-off

              	 	 	
                49

              	 
	
                11.08

              	 	 	
                Confidentiality

              	 	 	
                49

              	 
	
                11.09

              	 	 	
                Use of English
      Language

              	 	 	
                49

              	 
	
                11.10

              	 	 	
                GOVERNING
      LAW

              	 	 	
                49

              	 
	
                11.11

              	 	 	
                Submission to
      Jurisdiction

              	 	 	
                50

              	 
	
                11.12

              	 	 	
                Appointment of Agent
      for Service of Process

              	 	 	
                50

              	 
	
                11.13

              	 	 	
                Waiver of Sovereign
      Immunity

              	 	 	
                51

              	 
	
                11.14

              	 	 	
                Judgment
      Currency

              	 	 	
                51

              	 
	
                11.15

              	 	 	
                Counterparts

              	 	 	
                52

              	 
	
                11.16

              	 	 	
                USA PATRIOT
      Act

              	 	 	
                52

              	 
	
                11.17

              	 	 	
                Severability

              	 	 	
                52

              	 
	
                11.18

              	 	 	
                Survival of Agreements
      and Representations

              	 	 	
                52

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULES

     

    
      	Schedule 1.01(a)	 	--	 	Commitments
	 	 	 	 	 
	Schedule 1.01(b)	 	--	 	Lending Offices
	 	 	 	 	 
	Schedule 1.01(c)	 	--	 	Notice Details
	 	 	 	 	 
	Schedule 5.06	 	--	 	Litigation
	 	 	 	 	 
	Schedule 5.10	 	--	 	Subsidiaries
	 	 	 	 	 
	Schedule 6.05	 	--	 	Litigation
	 	 	 	 	 
	Schedule 8.02(e)(i)	 	--	 	Liens
	 	 	 	 	 
	 	 	 	 	 
	EXHIBITS	 	 	 	 
	
            	 	 	 	 
	Exhibit A	 	--	 	Form of Note
	 	 	 	 	 
	Exhibit B	 	--	 	Notice of Borrowing
	 	 	 	 	 
	Exhibit C	 	--	 	Form of Assignment and Assumption
      Agreement
	 	 	 	 	 
	
              Exhibit
      D

            	 	--	 	
              Form
      of Opinion of Special New York Counsel to the Borrower and the
      Guarantor

            
	 	 	 	 	 
	Exhibit E	 	--	 	Form of Opinion of Mexican Counsel to the
      Borrower and the Guarantor 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CREDIT
AGREEMENT

     

     

    CREDIT
AGREEMENT, dated as of June 25, 2008 among CEMEX, S.A.B de
C.V.,
a
sociedad anónima bursátil de capital
variable organized
and existing pursuant to the laws of the United Mexican States (the
“Borrower”),
CEMEX MÉXICO, S.A. de C.V.,
a
sociedad anónima de capital variable
organized
and existing pursuant to the laws of the United Mexican States (the
“Guarantor”) and
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
acting
through its NEW YORK BRANCH (the
“Lender”).

     

    RECITALS

     

    WHEREAS,
the Borrower entered into a bridge facility in the amount of US$1.2 billion,
dated as of October 24, 2006 (as modified, amended or supplemented the
“Bridge
Facility”), among
the Borrower, the Guarantor, Empresas Tolteca de México, S.A. de C.V. and BBVA
Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer as
lender;

     

    WHEREAS,
the Borrower proposes to partially refinance the Bridge Facility and enter into
a new term loan credit agreement; and

     

    WHEREAS,
the Guarantor is willing to guaranty all of the Obligations of the
Borrower.

     

    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 Borrower 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 Borrower 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.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
       

    

    “Adjusted Consolidated Net
Tangible Assets” means,
with respect to any Person, the total assets of such Person and its Subsidiaries
(less applicable depreciation, amortization and other valuation reserves),
including any write-ups or restatements required under Mexican FRS (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 Mexican FRS.

     

    “Affected
Lender” has the
meaning specified in Section 3.07(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 Credit Agreement, as the same may hereafter be amended, supplemented or
otherwise modified from time to time.

     

    “Applicable
Margin” means,
at any date, 1.325%.

     

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

     

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

     

    “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 with, converted to or maintained at a rate of interest calculated
with reference to the Base Rate.

     

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

     

    “Borrowing” means
the amount of the Loan hereunder to be made to the Borrower pursuant to
ARTICLE II on the Disbursement Date by the Lender.

     

    “Borrowing
Request” means a
Notice of Borrowing.

     

    “Business
Day” means
any day that is also a day for trading by and between banks in Dollar deposits
in the London interbank market, excluding Saturday, Sunday and any day which is
a legal holiday under the laws of the State of New York, USA or Mexico City,
Mexico, or is a day on which banking institutions located in New York or Mexico
are authorized or required by law or other governmental action to
close.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
       

    

    “Capital
Lease” means,
as to any Person, the obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such
Person under Mexican FRS and, for the purposes of this Agreement, the amount of
such obligations at any time shall be the capitalized amount thereof at such
time determined in accordance with Mexican FRS.

     

    “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.

     

    “Commitment” means
the aggregate principal Dollar amount set forth opposite the name of the Lender
in Schedule 1.01(a).

     

    “Commitment
Letter” means
the commitment letter, dated as of June 12, 2008, entered into between the
Borrower and the Lender.

     

    “Confidential
Information” means
information that the Borrower or the Guarantor furnishes to the 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 Lender from a source other than the Borrower or the Guarantor
that is not, to the best of the Lender’s knowledge, acting in violation of a
confidentiality agreement with the Borrower or Guarantor or any other
Person.

     

    “Consolidated” refers
to the consolidation of accounts in accordance with Mexican FRS.

     

    “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.

     

    “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 Borrower and its
consolidated Subsidiaries allocable to such period in accordance with Mexican
FRS.

     

    “Consolidated Net
Debt” means,
at any date, the sum (without duplication) of (a) the aggregate amount of all
Debt of the Borrower and its Subsidiaries at such date, plus (b) to the extent
not included in Debt, the aggregate amount of all derivative financing in the
form of equity swaps outstanding at such date (save to the extent cash
collateralized) minus (c) all Temporary Investments of the Borrower and its
Subsidiaries at such date.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
       

    

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

     

    “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.

     

    “Credit
Party” means
either the Borrower or the Guarantor. 

     

    “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
Borrower and its subsidiaries, the aggregate amount of Debt outstanding shall be
adjusted by the Value of Debt Currency Derivatives solely for the purposes of
calculating the Consolidated Net Debt / EBITDA Ratio. If the Value of Debt
Currency Derivatives is a positive mark-to-market valuation for the Borrower and
its subsidiaries, then Debt shall decrease accordingly, and if the Value of Debt
Currency Derivatives is a negative mark-to-market valuation for the Borrower and
its subsidiaries, then Debt shall increase by the absolute value
thereof.

     

    “Debt Currency
Derivatives” means
derivatives of the Borrower and its subsidiaries related to currency entered
into for the purposes of hedging exposures under outstanding Debt of the
Borrower 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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
       

    

    “Disbursement
Date” means
the date on which the Loan is made by the Lender.

     

    “Disposition” means,
with respect to any property, any sale, lease, sale and leaseback, assignment,
conveyance, transfer or other disposition thereof. The terms “Dispose” and
“Disposed of” shall have correlative meanings.

     

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

     

    “EBITDA” means,
for any period, the sum for the Borrower and its Subsidiaries, determined on a
consolidated basis of (a) operating income (utilidad de
operación), (b)
cash interest income and (c) depreciation and amortization expense, in each case
determined in accordance with Mexican FRS 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 Borrower 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 a lease, income received by the Borrower or
any of its Subsidiaries under such lease shall be included in EBITDA) and (ii)
if at any time during such Reference Period the Borrower 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 Borrower 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 property that would have required an adjustment pursuant to
clause (i) or (ii) above if made by the Borrower or any of its Subsidiaries
during such 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.

     

    “Effective
Date” has the
meaning specified in Section
4.01.

     

    “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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
       

    

    “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.

     

    “ERISA” means
the U.S. 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 U.S. Internal Revenue Code.

     

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

     

    “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 Lender 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
Lender.

     

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

     

    “Foreign Financial
Institution” means
an institution registered as a foreign financial institution with the Ministry
of Finance in the Mexican Banking and Financial Institutions, Pensions,
Retirement and Foreign Investment Funds Registry for purposes of Article 195,
Section I of the Mexican Income Tax Law.

     

    “Funding
Losses” has the
meaning specified in Section
3.03.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
       

    

    “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.

     

    “Indemnified
Party” has the
meaning specified in Section
11.05.

     

    “Interest Payment
Date” means
June 30 and December 30 of each year, beginning on December 30, 2008, and ending
on the Maturity Date. If such payment date falls on a date that is not a
Business Day, such date shall be deemed to be the immediately preceding Business
Day.

     

    “Interest
Period” means
(i) initially, the period commencing on the date of such Borrowing and ending on
December 30, 2008 and (ii) thereafter, each period commencing on the last day of
the immediately preceding Interest Period and ending six (6) months thereafter;
provided,
however,
that:

     

    (1)  any
Interest Period which would otherwise end on a day which is not a Business Day
shall, subject to paragraph (3) below, be extended to the next succeeding
Business Day, unless such Business Day falls in another calendar month, in which
case such Interest Period shall end on the immediately preceding Business
Day;

     

    (2)  any
Interest Period which 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
a calendar
month;

     

    (3)  any
Interest Period which would otherwise end after the Maturity Date shall end on
the Maturity Date.

     

    “Lender” means
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, each Assignee which
becomes a Lender pursuant to Section
11.06(b), and
each of their respective successors or assigns.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
       

       

    

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

     

    “LIBOR”
 means for
any Interest Period, the offered rate for deposits in Dollars for such
corresponding period which appears on Telerate Page 3750 as of approximately
11:00 a.m. (London time) on the second London Business Day prior to the first
day of such Interest Period; provided that (i) if such rate does not appear on
Telerate Page 3750, “LIBOR” shall mean, for such Interest Period, the average of
the rates for deposits in Dollars for such corresponding period which appear on
the Reuters Screen LIBOR Page as of approximately 11:00 a.m. (London time) on
the second London Business Day prior to the first day of such Interest Period,
(ii) if such rate or rates do not appear on either Telerate Page 3750 or the
Reuters Screen LIBOR Page, the Lender will request the principal London offices
of each of four major banks in the London interbank market, as selected by the
Lender and approved by the Borrower, to provide the Lender with its offered
quotations for deposits in Dollars for such corresponding period in an amount
not less than one million Dollars ($1,000,000) to prime banks in the London
interbank market at approximately 11:00 a.m. (London time) on the second London
Business Day prior to the beginning of such Interest Period for delivery on the
first day of such Interest Period and if at least two such quotations are so
provided, “LIBOR” for such Interest Period shall mean the arithmetic mean
(rounded upwards, if necessary, to the nearest 1/16 of 1%) of such quotations
and (iii) less than two offered rates are quoted to the Lender, “LIBOR” shall
mean, for such Interest Period, the arithmetic mean (rounded upwards, if
necessary, as aforesaid) of the respective rates at which deposits in Dollars in
an amount not less than one million Dollars ($1,000,000) for such corresponding
period are offered by each of three major banks in the City of New York selected
by the Lender and approved by the Borrower to leading European banks at
approximately 11:00 a.m. (New York time) on the second Business Day prior to the
beginning of such Interest Period for delivery on the first day of such Interest
Period.

     

    “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 Borrower or any
Subsidiary of the Borrower 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 specified in Section
2.01(a)
hereof.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
       

    

    “Material
Acquisition” 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 Borrower or any of its Subsidiaries, in each
case, which involves the payment of consideration by the Borrower and its
Subsidiaries in excess of U.S.$25,000,000 (or the equivalent in other
currencies).

     

    “Material Adverse
Effect” means a
material adverse effect on (a) the business, condition (financial or otherwise),
operations, performance, properties or prospects of the Borrower and its
Subsidiaries taken as a whole, (b) the validity or enforceability of this
Agreement or any of the Notes or the rights and remedies of the Lender under
this Agreement or any of the Notes or (c) the ability of the Borrower and/or the
Guarantor to perform their Obligations under this Agreement, the Notes, the
Notice of Borrowings, any certificates, waivers, or any other agreement
delivered pursuant to this Agreement.

     

    “Material
Debt” means
Debt (other than the Loans) of the Borrower 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 Borrower 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 Borrower (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 Borrower
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 Borrower and its Subsidiaries for the then
most recently ended fiscal quarter for which quarterly financial statements have
been prepared and (b) the Guarantor.

     

    “Maturity
Date” means
April 29, 2011.

     

    “Measurement
Date” means
any of the dates specified in Section
7.13.

     

    “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. In the event that any change in Mexican FRS 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 Borrower and the Lender 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 Borrower’s financial condition shall be the same
after such change as if such change had not been made. Until such time as such
an amendment shall have been executed and delivered by the Borrower and the
Lender, all financial covenants, standards and terms in this Agreement shall
continue to be calculated or construed as if such change in Mexican FRS had not
occurred.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
       

    

    “Mexico” means
the United Mexican States.

     

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

     

    “Notice of
Borrowing” means a
notice substantially in the form of Exhibit B annexed hereto.

     

    “Note” means a
Mexican pagaré
(promissory note) of the Borrower in substantially the form of Exhibit A,
evidencing the obligation of the Borrower to repay the Loan made by the Lender.


     

    “Obligations” means,
(a) with respect to the Borrower, all of its indebtedness, obligations and
liabilities to the Lender, 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 the Guarantor, all of
its indebtedness, obligations and liabilities to the Lender, 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.

     

    “Obligors” means
the Borrower and the Guarantor.

     

    “Other
Taxes” means
any present or future stamp or documentary taxes or any other excise or property
taxes, charges, imposts, duties, fees, or similar levies which arise from any
payment made hereunder or under the Notes or from the execution, delivery,
registration, performance or enforcement of, or otherwise with respect to, this
Agreement or any other Transaction Document and which are imposed, levied,
collected or withheld by any Governmental Authority.

     

    “Participant” has the
meaning specified in Section
11.06(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
8.02.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
       

    

    “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 Lender in connection with
extensions of credit to debtors of any class, or generally.

     

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

     

    “Qualified Receivables
Transaction” means a
sale, transfer, or securitization of receivables and related assets by the
Borrower or its Subsidiaries, including a sale at a discount, provided that
(i) such receivables have been sold, transferred or otherwise conveyed,
directly or indirectly, by the originator thereof in a 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 the sale, transfer or securitization of receivables is put
in place, the receivables are derecognized from the balance sheet of the
Borrower or its Subsidiary in accordance with the generally accepted accounting
principles applicable to such Person in effect as at the date of such sale,
transfer or securitization; and (iii) except for customary representations,
warranties, covenants and indemnities, such sale, transfer or securitization is
carried out on a non-recourse basis or on a basis where recovery is limited to
the collection of receivables.

     

    “Reference
Banks” means
three banks in the London interbank market, initially Barclays Bank PLC,
Citibank, N.A. and Banco Bilbao Vizcaya Argentaria, S.A.

     

    “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. 

     

    “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 or the Comptroller of such Person.

     

    “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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
       

    

    “Syndicated
Loan” means
that syndicated revolving loan facility in the amount of US$ 1.2 billion, dated
as of May 31, 2005 (as modified, amended or supplemented) among the Borrower,
the Guarantor, Empresas Tolteca de México, S.A. de C.V., Barclays Bank plc, New
York Branch, as administrative agent, and the several other lenders and agents
party thereto.

     

    “Taxes” means
any and all present or future income, stamp, sales or other taxes, levies,
imposts, duties, deductions, fees, charges or withholdings, and all liabilities
with respect thereto collected, withheld or assessed by any Governmental
Authority, excluding, (a) in the case of the Lender and any Tax Related Persons,
such taxes (including income taxes or franchise taxes) as are imposed on or
measured by its net income or capital by the jurisdiction (or any political
subdivision thereof) under the laws of which it is organized or maintains a
Lending Office or its principal office or as are imposed on the Lender or any of
their Tax Related Persons (as the case may be) as a result of a present or
former connection between the Lender or such Tax Related Person and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Lender having executed, delivered or
performed its obligations or received a payment under, or enforced, the
Transaction Documents) and (b) any taxes, levies, imposts, deductions, charges
or withholdings to the extent imposed by reason of the Lender’s failure to (i)
register as a Foreign Financial Institution with the Ministry of Finance and
(ii) be a resident (or have a principal office which is a resident, if the
Lender lends through a branch or agency) for tax purposes of a jurisdiction with
which Mexico has in effect a treaty for the avoidance of double taxation (but
only in respect of those taxes payable in excess of taxes that would have been
payable had the Lender complied with those conditions).

     

    “Tax Related
Person” means
any Person whose income is realized through, or determined by reference to, the
Lender.

     

    “Temporary
Investments” means,
at any date, all amounts that would, in conformity with Mexican FRS 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 Borrower at such date.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Tender
Offer” means
any offer made by the Borrower 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 Credit Agreement, the Notes, any Assignment and
Assumption Agreement, the Commitment Letter and all other related agreements and
documents issued or delivered hereunder or thereunder or pursuant hereto or
thereto.

     

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

     

    “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 Borrower 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 Borrower 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”.

     

    (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 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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
       

      
        ARTICLE II

        THE
LOAN

      

    

     

    2.01  The Loan.

     

    (a)  Commitment. The
Lender agrees on the terms and conditions hereinafter set forth to make a loan
(“Loan”) to the Borrower on the Disbursement Date hereof in an aggregate amount
not to exceed its Commitment. The Lender’s Commitment shall expire immediately
and without further action ten (10) Business Days after the date of this
Agreement if the Loan is not made on or before that date. Amounts borrowed under
this subsection 2.1(a)
and
subsequently repaid may not be reborrowed.

     

    (b)  Borrowing
Mechanism. The
Loan made on the Disbursement Date shall not exceed the aggregate amount of the
Lender's Commitment. The Borrower shall deliver to the Lender a duly executed
Notice of Borrowing prior to 12:00 P.M. (noon), New York City time on the second
Business Day prior to the Disbursement Date specifying the amount of the
proposed borrowing. Upon satisfaction or waiver of the applicable conditions set
forth in ARTICLE IV, the
Lender will make available the proceeds of the Loan to the Borrower in Dollars
and in immediately available funds at the bank account to be designated by the
Borrower to the Lender.

     

    (c)  Repayment. The
aggregate principal amount of the Loan shall be due and payable in full on the
Maturity Date. 

     

    (d)  Voluntary
Prepayment. The
Borrower may not voluntarily prepay the Loan, except in the circumstances set
forth in Section
3.05.


     

    (e)  Notes. The
Loan made by the Lender pursuant hereto shall be evidenced by a Mexican
pagaré of the
Borrower (the “Note”), payable to the order of the Lender, representing the
obligation of the Borrower to pay the unpaid principal amount of the Loan made
by the Lender, with interest thereon as prescribed in Section
2.02 and
qualifying as a título ejecutivo in
México. The Lender is hereby authorized to record in its books and records and
on any schedule annexed to its Note, the date and amount of the Loan made by the
Lender and the date and amount of each payment of principal thereof, and any
such recordation shall constitute prima facie evidence of the accuracy of the
information so recorded; provided that failure by the Lender to effect such
recordation shall not affect the obligations of the Borrower hereunder. Prior to
the transfer of a Note, the Lender shall record such information on any schedule
annexed to and forming a part of such Note. Any transfer or assignment of the
Note shall satisfy the requirements of Section
11.06(b).


     

    2.02  Interest

     

    (a)  LIBOR
Loans. The
Loan shall bear interest through maturity at a rate per annum equal to the sum
of LIBOR plus the Applicable Margin. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b)  Default
Interest.
Notwithstanding the foregoing, if any principal of, or interest on, the Loan or
any other amount payable by the Borrower hereunder is not paid when due, whether
at stated maturity, upon acceleration, by mandatory prepayment or otherwise,
such overdue amount shall bear interest, after as well as before judgment, at a
rate per annum equal to (i) in the case of overdue principal of any Loan, 2%
plus the rate
otherwise applicable to such Loan as provided above or (ii) in the case of any
other amount, 2% plus
LIBOR.

     

    (c)  Payment of
Interest. Accrued
interest on the Loan shall be payable in arrears on each Interest Payment Date
for the Loan, on the Maturity Date and upon acceleration of the Loan; provided
that in the event of any prepayment of the Loan pursuant to Section
3.05, accrued
interest on the principal amount prepaid shall be payable on the date of such
prepayment.

     

    (d)  Computation. All
interest hereunder shall be computed on the basis of a year of 360 days.
Applicable LIBOR shall be determined by the Lender, and such determination shall
be conclusive absent manifest error.

     

    ARTICLE III

    TAXES, PAYMENT
PROVISIONS

     

    3.01  Taxes.


     

    (a)  Any and
all payments by the Borrower or the Guarantor, as the case may be, to the Lender
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 Taxes
unless required by law. In addition, the Borrower shall promptly pay all Other
Taxes.

     

    (b)  Except as
otherwise provided in Section
3.01(c), the
Borrower and the Guarantor jointly and severally agree to indemnify and hold
harmless the Lender for the full amount of Taxes or Other Taxes (without
duplication) excluding in each case United States backup withholding Taxes
imposed because of payee underreporting (including any Taxes or Other Taxes
(without duplication) imposed by any jurisdiction on amounts payable under this
Section
3.01) paid by
or assessed against the Lender in respect of any sum payable hereunder and any
liability (including penalties, interest, additions to tax and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted, 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 the Lender. Payment under this
indemnification shall be made within thirty (30) days after the date the Lender
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).

     

    
      
        
        

      

      
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    (c)  If the
Borrower or the Guarantor, as the case may be, shall be required by law to
deduct or withhold any Taxes or Other Taxes from or in respect of any sum
payable hereunder or under the Note to the Lender, 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, but
excluding in each case United States backup withholding Taxes imposed because of
payee underreporting) the Lender receives an amount equal to the sum it would
have received had no such deductions or withholdings been made; provided, that,
the Borrower shall not be required to increase any amounts payable to the Lender
to the extent such increased amounts would be in excess of the amounts that
would have been payable to the Lender had the Lender complied with the
requirements of Section 3.01(f) or to
the extent provided in Section
3.01(g);

     

    (ii)   the
Borrower or the Guarantor, as the case may be, shall make such deductions and
withholdings; and

     

    (iii)   the
Borrower or the Guarantor, as the case may be, 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 the Borrower or the Guarantor,
as the case may be, of Taxes or Other Taxes, the Borrower or the Guarantor, as
the case may be, shall furnish to the Lender the original or a certified copy of
a receipt evidencing payment thereof or other evidence of payment reasonably
satisfactory to the Lender.

     

    (e)  If the
Borrower or the Guarantor, as the case may be, is required to pay additional
amounts to the Lender pursuant to Section 3.01(c) other
than amounts related to the withholding of Mexican tax at the rate applicable to
interest payments received by foreign financial institutions registered with the
Secretaría de Hacienda y Crédito
Público as a
Foreign Financial Institution for the purposes of Article 195, Section I of the
Mexican Income Tax law, then the Lender shall, upon reasonable request by the
Borrower or the Guarantor, 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 the
Guarantor 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 Lender in the
future, if such change in the reasonable judgment of the Lender is not otherwise
disadvantageous to the Lender.

     

    (f)  The
Lender shall, from time to time at the request of the Borrower, promptly furnish
to the Borrower 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 (including, but
not limited to, evidence of tax residence of the Lender given by the applicable
tax authority within one year from the date of the deduction or withholding by
the Borrower of any Taxes or Other Taxes); provided,
however, that
the Lender shall not 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. The
Borrower 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 became payable by such Person had such
documentation been accurate.

     

    
      
        
        

      

      
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    (g)  In the
case of an assignment, transfer, grant of a participation or designation of a
new Lending Office, the Borrower and the Guarantor shall not be required to pay
or increase any amounts, pursuant to this Section
3.01
following such event, in excess of the amounts the Borrower and the Guarantor
were required to pay or increase immediately prior to such an event, except to
the extent of increases in such amounts resulting from a change in applicable
law occurring after such event. 

     

    (h)  If the
Lender receives a refund or credit in respect of Taxes or Other Taxes as to
which it has been indemnified by the Borrower or the Guarantor, as the case may
be, pursuant to Section
3.01(b) and such
refund or credit is directly and clearly attributable to this Agreement, it
shall notify the Borrower or the Guarantor, as the case may be, of the amount of
such refund or credit and shall return to the Borrower or the Guarantor, as the
case may be, such refund or the benefit of such credit; provided,
however, that
(A) the Lender shall not be obligated to make any effort to obtain such refund
or credit or to provide the Borrower or the Guarantor with any information on or
justification for the arrangement of its tax affairs or otherwise disclose to
the Borrower, the Guarantor or any other Person any information that it
considers to be proprietary or confidential, and (B) the Borrower or the
Guarantor, as the case may be, upon the request of Lender shall return the
amount of such refund or the benefit of such credit to the Lender, if the Lender
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 Borrower or the
Guarantor, as the case may be, is paid such amount by the Lender.

     

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

     

    3.02  General Provisions as to
Payments.

     

    (a)  All
payments to be made by the Borrower or the Guarantor, as the case may be, 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
Lender at the Lender’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. Any payment received by the Lender later than 3:30 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.

     

    
      
        
        

      

      
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    (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.

     

    3.03  Funding
Losses. If the
Borrower makes any payment of principal with respect to the Loan on any day
other than the last day of the Interest Period applicable thereto, or if the
Borrower fails to borrow the Loan after notice has been given to the Lender in
accordance with Section
2.01(b), the
Borrower shall reimburse the Lender within fifteen (15) days after demand for
any resulting loss or expense incurred by it, including any loss incurred in
obtaining, liquidating or reemploying deposits bearing interest by reference to
LIBOR from third parties (“Funding
Losses”),
provided the
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:

     

    (a)  the
Lender 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,

     

    (b)  then the
Lender shall forthwith give notice thereof to the Borrower. In the event of any
such determination or advice, the Loan shall be converted to a Base Rate Loan as
of the date of such notice. Each determination by the Lender hereunder shall be
conclusive absent manifest error.

     

    3.05  Capital
Adequacy. If the
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
the 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 the Lender’s cost of
maintaining its Commitment or making or maintaining the Loan or reducing the
rate of return on the Lender’s capital or assets as a consequence of its
commitments or obligations hereunder to a level below that which the Lender
could have achieved but for such adoption, effectiveness, change, or compliance
(taking into consideration the Lender’s policies with respect to capital
adequacy), then, upon notice from the Lender to the Borrower, the Borrower shall
be obligated to pay to the Lender such additional amount or amounts as will
compensate the Lender for such increased cost or reduction in amount received.
Each determination by the Lender of amounts owing under this Section shall,
absent manifest error, be conclusive and binding on the parties hereto. The
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.

     

    
      
        
        

      

      
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    Upon the
Lender’s making a claim for compensation under this Section
3.05, (i) the
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 the Lender, and (ii) the Borrower shall have the right (but
not the obligation) to prepay such Lender's Loan in whole or in part without
premium or penalty, but including all accrued interest on the principal amount
prepaid.

     

    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
Effective Date shall make it unlawful for the Lender to make or maintain the
Commitment or the Loan as contemplated by this Agreement, then the Lender shall
be an “Affected
Lender” and by
written notice to the Borrower:

     

    (i)  the
Affected Lender may require that the outstanding LIBOR Loan, made by it be
converted to a Base Rate Loan, in which event such LIBOR Loan shall be
automatically converted to a Base Rate Loan 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, 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 Affected Lender to find an
additional Lender to purchase the Affected Lender’s rights and
obligations.

     

    In the
event Lender shall exercise its rights under (i) or (ii) above with respect to
the Loan, all payments and prepayments of principal that would otherwise have
been applied to repay the LIBOR Loan shall instead be applied to repay the Base
Rate Loan.

     

    (b)  For
purposes of this Section
3.06, a
notice to the Borrower by the Affected Lender shall be effective as to the Loan,
if lawful, on the last day of the Interest Period currently applicable to the
Loan; in all other cases such notice 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 the Lender, or
compliance by the 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 Effective Date (or, if later, the date on which such
Lender becomes a Lender):

     

    
      
        
        

      

      
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    (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 the Lender that
is not otherwise included in the determination of LIBOR hereunder;
or

     

    (b)  shall
impose on the 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 the Lender, by an
amount that the Lender reasonably deems to be material, of making, converting
into, continuing, or maintaining the LIBOR Loan or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, upon notice
delivered to the Borrower from the Lender, in accordance herewith, the Borrower
shall be obligated to promptly pay the Lender, upon its demand, any additional
amounts necessary to compensate the Lender for such increased cost or reduced
amount receivable; provided that, in
any such case, the Borrower may elect to convert the LIBOR Loans made by the
Lender hereunder to a Base Rate Loan by giving the Lender at least one (1)
Business Day’s notice of such election. If the Lender becomes entitled to claim
any additional amounts pursuant to this Section, 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, certifying (x) that one of the
events described in this paragraph (a) 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 the
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 the Lender 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 Loan and all other amounts
payable hereunder. If the 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 it shall promptly, upon the Lender becoming aware of
such event, provide notice to the Borrower.

     

    ARTICLE IV

    CONDITIONS
PRECEDENT

     

    4.01  Conditions to
Effectiveness. The
obligations of the Lender 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 “Effective
Date”):

     

    (a)  Agreement. The
Lender shall have received counterparts of the Commitment Letter and this
Agreement duly executed by each party hereto and there shall have been delivered
to the Lender the Note executed by the Borrower.

     

    
      
        
        

      

      
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    (b)  Opinions of Borrower’s and
Guarantor’s Counsel. The
Lender shall have received (i) the opinion of Skadden, Arps, Slate,
Meagher & Flom LLP, New York counsel to the Borrower and the Guarantor,
in substantially the form of Exhibit D, and
(ii) the opinion of Lic. Ramiro G. Villarreal Morales, General Counsel of the
Borrower, in substantially the form of Exhibit E.

     

    (c)  Governmental
Approvals. The
Lender shall have received certified copies of any and all necessary approvals,
authorizations, or consents of, or notices to, or registrations with any
Governmental Authority required for the Borrower and the Guarantor to enter
into, or perform its obligations under, the Transaction Documents.

     

    (d)  Organizational Documents of
the Borrower and the Guarantor. The
Lender shall have received certified copies of (i) the acta constitutiva and
estatutos
sociales in
effect on the Effective Date of the Borrower and the Guarantor, (ii) the
powers-of-attorney of each Person executing any Transaction Document on behalf
of the Borrower and the Guarantor, 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 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 Effective
Date).

     

    (e)  Agent for Service of
Process. The
Lender shall have received a power of attorney, notarized under Mexican law,
granted by the Borrower and the Guarantor 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
11.12.

     

    (f)  Expenses. The
Borrower shall have paid all reasonable expenses owing to the Lender to the
extent of and payable on or before the Effective Date of the Agreement, and all
other reasonable expenses owing hereunder and under this Agreement and the other
Transaction Documents to the extent due and payable on or before the Effective
Date of the Agreement.

     

    (g)  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 Effective
Date, and the Borrower and the Guarantor shall have provided a certificate from
a Responsible Officer of the Borrower to such effect to the Lender.

     

    (h)  Representations and
Warranties. The
representations and warranties of the Borrower and of the Guarantor contained in
this Agreement and each other Transaction Document shall be true on and as of
the Effective Date, and the Borrower and the Guarantor shall have provided a
certificate to such effect to the Lender.

     

    
      
        
        

      

      
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    (i)  No Material Adverse
Effect. No
Material Adverse Effect shall have occurred since December 31, 2007 and there
shall have occurred no circumstance and/or event of a financial, political or
economic nature in Mexico, that has a reasonable likelihood of having a material
adverse effect on the ability of the Borrower, or the Guarantor to perform their
obligations under this Agreement and the other Transaction
Documents.

     

    (j)  Other
Documents. The
Lender 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 Lender.

     

    (k)  Fees, Costs and Expenses
under the Bridge Facility. The
Borrower shall have paid all accrued and unpaid fees due and payable under the
Bridge Facility to the extent due and payable on or before the Effective Date of
this Agreement.

     

    (l)  Moratorium. No
moratorium shall have been agreed or declared in respect of any indebtedness of
the Borrower and no restriction or requirement not in effect as of the date of
this Agreement shall have been imposed, whether by legislative enactment,
decree, regulation or otherwise, which limits the ability or the transfer of
Dollars or any other foreign currency by the Borrower.

     

    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 (sociedad anónima bursátil de capital
variable) duly
incorporated, validly existing and in good standing 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 the Borrower has been validly issued and is fully paid
and non-assessable.

     

    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 pursuant to the
estatutos sociales
of the
Borrower.

     

    
      
        
        

      

      
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    (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 enforceability may be limited by applicable
concurso
mercantil,
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 estatutos sociales
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.

     

    5.05  Financial
Information. The
consolidated balance sheet of the Borrower and its Subsidiaries as at December
31, 2007, and the related consolidated statements of income and cash flows of
the Borrower 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 Borrower and its Subsidiaries as at March 31,
2008, and the related consolidated statements of income and cash flows of the
Borrower and its Subsidiaries for the three (3) months then ended, duly
certified by the Responsible Officer of the Borrower, copies of which have been
furnished to the 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 Borrower and its Subsidiaries as at such dates and
the consolidated results of the operations of the Borrower and its Subsidiaries
for the periods ended on such dates, all in accordance with Mexican FRS,
consistently applied.

     

    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 Borrower 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 Borrower or any of its
Subsidiaries, of the litigation described in Schedule
5.06.

     

    
      
        
        

      

      
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    5.07  No
Immunity. The
Borrower 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 the Borrower constitute private and commercial acts
rather than public or governmental acts. Under the laws of Mexico neither the
Borrower 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).

     

    5.08  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 that would adversely affect the execution and
performance, or the enforceability, of its obligations under each Transaction
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 Loan, when made, will constitute
direct, unconditional unsubordinated and unsecured obligations of the
Borrower.

     

    (b)  The
obligations of the Borrower under this Agreement and the Loan rank and will rank
in priority of payment at least pari passu with all other senior unsecured Debt
of the Borrower.

     

    (c)  There are
no Liens on the property of the Borrower or any of its Subsidiaries other than
Permitted Liens.

     

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

     

    5.11  Ownership of
Property. (a)
Except as, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect, each of the Borrower 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 as required by Section 7.05.

     

    5.12  No Recordation
Necessary.

     

    (a)  This
Agreement and the Notes are in proper legal form under the law of Mexico for the
enforcement thereof against the Borrower 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 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.

     

    
      
        
        

      

      
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    (b)  It is not
necessary (i) in order for the 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 Lender, that the Lender be licensed or
qualified with any Mexican Governmental Authority or be entitled to carry on
business in Mexico.

     

    5.13  Taxes.

     

    (a)  Each
Obligor 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 Borrower, except where the same may be contested in
good faith by appropriate proceedings and as to which such Obligor maintains
reserves to the extent it is required to do so by law or pursuant to Mexican
FRS. The charges, accruals and reserves on the books of each Obligor 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 Mexico, 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 Mexico 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. The Borrower and the Guarantor are permitted to pay
any additional amounts payable pursuant to Section 3.01.

     

    5.14  Compliance with
Laws. The
Borrower and its 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.

     

    
      
        
        

      

      
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    5.16  Full
Disclosure. All
information heretofore furnished by the Borrower to the 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 Borrower to the 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 Borrower has disclosed to the Lender 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 court or tribunal, the Lender would be entitled to the
recognition and effectiveness of the choice of law, submission to jurisdiction
and waiver of sovereign immunity provisions of Sections 11.10,
11.11 and
11.13.

     

    5.18  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 any Borrowing 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 Section 303(k) of ERISA. 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. No Credit Party, nor any of its Subsidiaries, has any
contingent liability with respect to any post-retirement benefit under a Welfare
Plan subject to ERISA 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.

     

    5.19  Environmental
Matters.

     

    Except as
would not have or be reasonably expected to have a Material Adverse
Effect:

     

    (a)  Each of
the properties owned or leased by a Credit Party or any of its Subsidiaries (the
“Real
Properties”) and
all operations at the Real Properties are in compliance with all applicable
Environmental Laws, and there is no violation of any Environmental Law with
respect to the Real Properties or the businesses operated by the Credit Parties
or any of their Subsidiaries (the “Businesses”), and
there are no conditions relating to the Businesses or Real Properties that would
reasonably be expected to give rise to liability under any applicable
Environmental Laws.

     

    (b)  No Credit
Party has received any written notice of, or inquiry from any Governmental
Authority regarding, any violation, alleged violation, non-compliance or
liability regarding Hazardous Materials or compliance with Environmental Laws
with regard to any of the Real Properties or the Businesses, nor, to the
knowledge of a Credit Party or any of its Subsidiaries, is any such notice being
threatened.

     

    
      
        
        

      

      
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    (c)  Hazardous
Materials have not been transported or disposed of from the Real Properties, or
generated, treated, stored or disposed of at, on or under any of the Real
Properties or any other location, in each case by, or on behalf or with the
permission of, a Credit Party or any of its Subsidiaries in a manner that would
give rise to liability under any applicable Environmental Laws.

     

    (d)  No
judicial proceeding or governmental or administrative action is pending or, to
the knowledge of a Credit Party or any of its Subsidiaries, threatened, under
any Environmental Law to which a Credit Party or any of its Subsidiaries is or
will be named as a party, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative
or judicial requirements outstanding under any Environmental Law with respect to
a Credit Party or any of its Subsidiaries, the Real Properties or the
Businesses.

     

    (e)  There has
been no release (including disposal) or to the Borrower’s knowledge, threat of
release of Hazardous Materials at or from the Real Properties, or arising from
or related to the operations of a Credit Party or any of its Subsidiaries in
connection with the Real Properties or otherwise in connection with the
Businesses where such release constituted a violation of, or would give rise to
liability under, any applicable Environmental Laws.

     

    (f)  None of
the Real Properties contains any Hazardous Materials at, on or under the Real
Properties in amounts or concentrations that, if released, constitute a
violation of, or could give rise to liability under, Environmental
Laws.

     

    (g)  No Credit
Party, nor any of its Subsidiaries, has assumed any liability of any Person
(other than another Credit Party or one of its Subsidiaries) under any
Environmental Law.

     

    (h)  This
Section
5.19
constitutes the only representations and warranties of the Credit Parties with
respect to any Environmental Law or Hazardous Substance.

     

    5.20  Margin
Regulations. No part
of the proceeds of the Loan hereunder will be used, directly or indirectly, for
the purpose of purchasing or carrying any “margin stock” within the meaning of
Regulation U, or for the purpose of purchasing or carrying or trading in any
securities. If requested by the Lender, the Borrower will furnish to the 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 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. 

     

    
      
        
        

      

      
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    ARTICLE VI

    REPRESENTATIONS AND
WARRANTIES OF THE GUARANTOR

     

    The
Guarantor represents and warrants that:

     

    6.01  Corporate Existence and
Power.

     

    (a)  The
Guarantor is a corporation (sociedad anónima de capital
variable) duly
incorporated, validly existing and in good standing 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 the Guarantor has been validly issued and is fully paid
and non-accessible.

     

    6.02  Power and Authority;
Enforceable Obligations.

     

    (a)  The
execution, delivery and performance by the 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 the Guarantor’s
corporate powers and have been duly authorized by all necessary corporate action
pursuant to the estatutos sociales
of the
Guarantor.

     

    (b)  This
Agreement and the other Transaction Documents to which the Guarantor is a party
have been duly executed and delivered by the Guarantor and constitute legal,
valid and binding obligations of the 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 the 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 the Guarantor pursuant
to, any Contractual Obligation of the Guarantor or (b) result in any violation
of the estatutos sociales
of the
Guarantor or any provision of any Requirement of Law applicable to the
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 the Guarantor of this Agreement
and the other Transaction Documents to which the Guarantor is a party or the
taking of any action contemplated hereby or by any other Transaction
Document.

     

    
      
        
        

      

      
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    6.05  Litigation; Material Adverse
Effect. Except
as set forth in Schedule 6.05, there
is no pending or threatened action, suit, investigation, litigation or
proceeding, including any Environmental Action, affecting the Guarantor or any
of its Subsidiaries before any court, Governmental Authority or arbitrator that
(i) would be reasonably likely to have a Material Adverse Effect or (ii)
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 Guarantor
or any of its Subsidiaries, of the litigation described in Schedule
6.05.

     

    6.06  No
Immunity. The
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 the Guarantor constitute private and commercial acts
rather than public or governmental acts. Under the laws of Mexico neither the
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).

     

    6.07  Governmental
Regulations. (a) The
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)
the Guarantor is not subject to regulation under the Public Utility Holding
Company Act of 2005, as amended that would adversely affect the execution and
performance, or the enforceability, of its obligations under each Transaction
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 the Guarantor.

     

    (b)  The
obligations of the Guarantor under this Agreement rank and will rank in priority
of payment at least pari passu with all other senior unsecured Debt of the
Guarantor.

     

    6.09  No Recordation
Necessary. This
Agreement is in proper legal form under the law of Mexico for the enforcement
thereof against the 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 the Borrower or the Guarantor;
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.

     

    
      
        
        

      

      
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    6.10  Financial
Information. The
consolidated balance sheet of the Guarantor as at December 31, 2007, and the
related consolidated statements of income and cash flows of the Borrower 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
Guarantor as at March 31, 2008, and the related consolidated statements of
income and cash flows of the Guarantor for the three (3) months then ended, duly
certified by the Responsible Officer of the Guarantor, copies of which have been
furnished to the 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 Guarantor as at such dates and the consolidated
results of the operations of the Guarantor for the periods ended on such dates,
all in accordance with Mexican FRS, consistently applied.

     

    6.11  Choice of Law; Submission to
Jurisdiction and Waiver of Sovereign Immunity. In any
action or proceeding involving the Guarantor arising out of or relating to this
Agreement in any Mexican court or tribunal, the Lender would be entitled to the
recognition and effectiveness of the choice of law, submission to jurisdiction
and waiver of sovereign immunity provisions of Sections 11.10,
11.11 and
11.13.

     

    ARTICLE VII

    AFFIRMATIVE
COVENANTS

     

    The
Borrower or Guarantor, as applicable, covenants and agrees that for so long as
any Obligation under this Agreement or any other Transaction Document remains
unpaid:

     

    7.01  Financial Reports and Other
Information. The
Borrower or Guarantor, as applicable, will deliver to the Lender:

     

    (a)  as soon
as available and in any event within 120 days after the end of each fiscal year
of the Borrower, a copy of the annual audit report for such year for the
Borrower and its Subsidiaries, containing consolidated and consolidating balance
sheets of the Borrower and its Subsidiaries, as of the end of such fiscal year
and consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for such fiscal year, in each case accompanied by an opinion
acceptable to the Lender by KPMG Cardenas Dosal, S.C. or other independent
public accountants of recognized standing acceptable to the Lender, together
with (i) a certificate of such accounting firm to the Lender stating that in the
course of the regular audit of the business of the Borrower and its
Subsidiaries, which audit was conducted by such accounting firm in accordance
with Mexican FRS, 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 Borrower 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
Borrower has taken and proposes to take with respect thereto; provided that in
the event of any change in the Mexican FRS used in the preparation of such
financial statements, the Borrower shall also provide, for informational
purposes only, a statement of reconciliation conforming such financial
statements to Mexican FRS consistent with those applied in the preparation of
the financial statements referred to in Section
5.05; and
provided further that all
such documents will be prepared in English; 

     

    
      
        
        

      

      
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    (b)  as soon
as available and in any event within 60 days after the end of each of the first
three quarters of each fiscal year of the Borrower, consolidated balance sheets
of the Borrower and its Subsidiaries, as of the end of such quarter and
consolidated statements of income and cash flows of the Borrower 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 Borrower as having been
prepared in accordance with Mexican FRS and together with a certificate of a
Responsible Officer of the Borrower, 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 Borrower has taken
and proposes to take with respect thereto; provided that in
the event of any change in the Mexican FRS used in the preparation of such
financial statements, the Borrower shall also provide, for informational
purposes only, a statement of reconciliation conforming such financial
statements to Mexican FRS consistent with those applied in the preparation of
the financial statements referred to in Section
5.05 and
provided further that all
such documents will be prepared in English; 

     

    (c)  (i) as
soon as available and in any event within 183 days after the end of each fiscal
year of the Guarantor, individual balance sheets of the Guarantor, as of the end
of such fiscal year and individual statements of income and cash flows of the
Guarantor for such fiscal year; and (ii) as soon as they become available, a
copy of the annual audit report for such year for the Guarantor, containing
individual balance sheets of the Guarantor as of the end of such fiscal year and
individual statements of income and cash flows of the Guarantor for such fiscal
year, in each case accompanied by an opinion acceptable to the Lender by KPMG
Cardenas Dosal, S.C. or other independent public accountants of recognized
standing acceptable to the Lender, together with a certificate of such
accounting firm to the Lender stating that in the course of the regular audit of
the business of the Guarantor, which audit was conducted by such accounting firm
in accordance with Mexican FRS, 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

     

    (d)  as soon
as available and in any event within 60 days after the end of each of the first
three quarters of each fiscal year of the Guarantor, individual balance sheets
of the Guarantor, as of the end of such quarter and individual statements of
income and cash flows of the Guarantor for the period commencing at the end of
the previous fiscal year and ending with the end of such quarter.

     

    
      
        
        

      

      
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    7.02  Notice of Default and
Litigation. The
Borrower will furnish to the 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 the Borrower 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 the commencement thereof, notice of all litigation, actions,
investigations and proceedings before any court, Governmental Authority or
arbitrator affecting the Borrower or any of its Subsidiaries of the type
described in Section
5.06 or the
receipt of written notice by the Borrower or any of its subsidiaries of
potential liability or responsibility for violation, or alleged violation of any
federal, state or local law, rule or regulation (including Environmental Laws)
the violation of which could reasonably be expected to have a Material Adverse
Effect.

     

    7.03  Compliance with Laws and
Contractual Obligations, Etc.The
Borrower 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. The
Borrower 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
neither the Borrower 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. The
Borrower 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 Borrower or such Subsidiary operates.

     

    
      
        
        

      

      
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    7.06  Conduct of Business and
Preservation of Corporate Existence. The
Borrower will continue to engage in business of the same general type as now
conducted by the Borrower 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
neither the Borrower nor any of its 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
neither the Borrower nor any of its Subsidiaries shall be required to preserve
any right or franchise if the Borrower or any such Subsidiary shall in its good
faith judgment, determine that the preservation thereof is no longer in the best
interests of the Borrower 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. The
Borrower will 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 the Borrower and each such
Subsidiary in accordance with Mexican FRS, consistently applied.

     

    7.08  Maintenance of Properties,
Etc.The
Borrower will:

     

    (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 Borrower or its Subsidiaries, provided neither paragraph (a) nor
this paragraph (b) shall prevent the Borrower 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.

     

    7.09  Use of
Proceeds. The
Borrower will use the proceeds of the Loan made hereunder to partially refinance
the Bridge Facility.

     

    7.10  Pari Passu
Ranking. The
Borrower will ensure that at all times the Obligations of the Borrower and the
Guarantor under the Transaction Documents constitute unconditional general
obligations of such Obligor ranking in priority of payment at least pari passu
with all other senior unsecured, unsubordinated Debt of such
Obligor.

     

    7.11  Transactions with
Affiliates. The
Borrower 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 the Borrower
or such Subsidiary than it would obtain in a comparable arm’s-length transaction
with a Person not an Affiliate.

     

    
      
        
        

      

      
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    7.12  Maintenance of Governmental
Approvals. The
Borrower 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 Obligors’
obligations hereunder and under the other Transaction Documents by the Borrower
and/or the Guarantor, 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.

     

    7.13  Measurement
Date. The
Borrower shall provide to the Lender a certificate of a Responsible Officer
detailing the latest twelve (12) month total Consolidated Net Debt/EBITDA Ratio
as soon as practicable, but in no event later than five (5) Business Days after
the consolidated financial statements of the Borrower and its Subsidiaries are
delivered pursuant to Section
7.01 (each
such date a “Measurement Date”); provided,
however, that
the Borrower will not be required to deliver the certificate determining
compliance with Section
8.01(a) prior to
the release of the September 30, 2008 financial statements of the
Borrower.

     

    7.14  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 Lender or any agents
or representatives thereof to examine and make abstracts from the records and
books of account of, and visit the properties of, each of the Borrower or the
Guarantor, and to discuss the affairs, finances and accounts of the Borrower or
the Guarantor 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 Lender; 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
the Borrower and the Guarantor.

     

    7.15  Payment of Bridge
Facility. The
Borrower shall pay, when due, all amounts owing under the Bridge
Facility.

     

    ARTICLE VIII

    NEGATIVE
COVENANTS

     

    The
Borrower covenants and agrees that for so long as any Obligation under this
Agreement or any other Transaction Document remains unpaid:

     

    8.01  Financial
Conditions.

     

    (a)  From
September 30, 2008 onward, the Borrower shall not permit the Consolidated Net
Debt / EBITDA Ratio at any time to exceed 3.5 to 1.

     

    (b)  The
Borrower shall not permit the Consolidated Fixed Charge Coverage Ratio for any
period of four (4) consecutive fiscal quarters to be less than 2.5 to
1.

     

    
      
        
        

      

      
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    (c)  Concurrently
with the delivery by the Borrower of any financial statements pursuant to
Section
7.01, the
Borrower shall deliver to the Lender a certificate from a Responsible Officer
containing all information and calculations necessary for determining compliance
by the Borrower with Sections 8.01
(a) and
(b) above
provided, however, that the Borrower will not be required to deliver the
certificate determining compliance with Section
8.01(a) prior to
the release of the September 30, 2008 financial statements of the
Borrower.

     

    (d)     
For the
purposes of calculating the Consolidated Net Debt to 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 Borrower on its consolidated balance sheet in accordance with
Mexican FRS.

     

    8.02  Liens. The
Borrower 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 Borrower 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 Mexican FRS 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 Mexican FRS 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 60
days after the entry thereof, have been discharged or execution thereof stayed
pending appeal, or shall not have been discharged within 60 days after the
expiration of any such stay;

     

    (e)  Liens
existing on the date of this Agreement that are described in Schedule 8.02(e)(i)
hereto;

     

    (f)  any Lien
on property acquired by the Borrower 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 Borrower 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;

     

    
      
        
        

      

      
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    (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 any of the Borrower's 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 Borrower; 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 Borrower’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 Borrower 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 Borrower and its Subsidiaries (taken as a whole) not in
excess of 5% of the Adjusted Consolidated Net Tangible Assets of the Borrower
and its Subsidiaries; and

     

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

     

    unless,
in each case, the Borrower 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.

     

    
      
        
        

      

      
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    8.03  Consolidations and
Mergers. Neither
the Guarantor nor the Borrower 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
the 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 the 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 Lender, the Obligations of the Borrower
pursuant to this Agreement and the performance of every covenant on part of the
Borrower 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 Lender, 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 the Guarantor, or the Successor of any thereof, as the case may be,
shall expressly agree to indemnify the Lender against any tax, levy, assessment
or governmental charge payable by withholding or deduction thereafter imposed on
the Lender 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 the Guarantor for the Guarantor and treating
any Debt or Lien incurred by the Borrower or any Successor to the Borrower, or
by the Guarantor of the Borrower or any Successor to the 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 Lender 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.

     

    
      
        
        

      

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

     

    8.05  Change in Nature of
Business. The
Borrower shall not 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. The
Borrower shall not use any part of the proceeds of the Loans for any purpose
which would result in any violation (whether by the Borrower or the Lender) of
Regulation T, U or X of the Federal Reserve Board or to extend credit to others
for any such purpose. The Borrower shall not 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
GUARANTOR

     

    9.01  The
Guaranty. The
Guarantor hereby unconditionally and irrevocably guarantees (as a primary
obligor and not merely as surety) payment in full as provided herein of all
Obligations payable by the Borrower to the Lender 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 Guarantor 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. The
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 the Guarantor 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:

     

    
      
        
        

      

      
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    (a)  the
existence of any claim, set-off or other right which the Guarantor may have at
any time against the Borrower, the Lender 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 the Guarantor 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 Lender or any
other Person or any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge of or defense to the Guarantor’s
obligations hereunder.

     

    9.04  Independent
Obligation. The
obligations of the Guarantor 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 Lender 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 the
Guarantor hereunder. The Lender 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 Lender may hold before being entitled to payment from the
Guarantor of the obligations hereunder or proceed against or have resort to any
balance of any deposit account or credit on the books of the Lender in favor of
the Borrower or the Guarantor. Without limiting the generality of the foregoing,
the Lender shall have the right to bring suit directly against the Guarantor,
either prior or subsequent to or concurrently with any lawsuit against, or
without bringing suit against, the Borrower.

     

    9.05  Waiver of
Notices. The
Guarantor 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 Lender against, and any other notice,
to the Guarantor.

     

    
      
        
        

      

      
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    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, the Guarantor 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 IX,
including failure of consideration, breach of warranty, statute of frauds,
merger or consolidation of the Borrower, statute of limitations, accord and
satisfaction and usury. Without limiting the generality of the foregoing, the
Guarantor consents that, without notice to the Guarantor and without the
necessity for any additional endorsement or consent by the Guarantor, and
without impairing or affecting in any way the liability of the Guarantor
hereunder, the Lender 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 Guarantor) 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 Lender and the Guarantor, (d) apply any
sums by whomsoever paid or howsoever realized, other than payments of the
Guarantor 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 Lender 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
Guarantor under this ARTICLE IX, or
allow the release, impairment, surrender, exchange, substitution, compromise,
settlement, rescission or subordination thereof. Furthermore, the Guarantor
hereby waives to the extent permitted by law any right to which it may be
entitled to under Articles 2830, 2836, 2842, 2845, 2846, 2848 and 2849 of the
Mexican Federal Civil Code and related Articles contained in the Civil Codes of
the States in Mexico. The Guarantor further expressly waive the benefits of
order, excusión y división
contained
in Articles 2814, 2815, 2817, 2818, 2820, 2821, 2822, 2823, 2837, 2838, 2840,
2841 and other related Articles of the Mexican Federal Civil Code and related
Articles contained in other Civil Codes of the States of Mexico. The Guarantor
hereby represent that the terms of each such provision of each such civil code
are known in form and substance to the Guarantor.

     

    9.07  Bankruptcy and Related
Matters.

     

    (a)  So long
as any of the Obligations remain outstanding, the Guarantor shall not, without
the prior written consent of the Lender) commence or join with any other Person
in commencing any bankruptcy, liquidation, reorganization, concurso mercantil
or
insolvency proceedings of, or against, the Borrower.

     

    
      
        
        

      

      
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    (b)  If
acceleration of the time for payment of any amount payable by the Borrower under
this Agreement or the Notes is stayed upon the insolvency, bankruptcy,
reorganization, concurso mercantil
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 Guarantor hereunder forthwith on demand by the Lender.

     

    (c)  The
obligations of the Guarantor under this ARTICLE IX shall
not be reduced, limited, impaired, discharged, deferred, suspended or terminated
by any proceeding or action, voluntary or involuntary, involving the bankruptcy,
insolvency, concurso
mercantil,
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 Guarantor’s 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)  The
Guarantor 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 Guarantor and the Lender that the Obligations which are to
be guaranteed by the Guarantor 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 Guarantor 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 Lender, or
allowing the claim of the Lender, 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 Guarantor.

     

    (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
Guarantor 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 Lender
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 the Guarantor hereunder or any
set-off or application of funds of the Guarantor by the Lender, the Guarantor
shall not be entitled to be subrogated to any of the rights of the Lender
against the Borrower or any collateral security or guarantee or right of offset
held by the Lender for the payment of the Obligations, nor shall the Guarantor
seek or be entitled to seek any contribution or reimbursement from the Borrower
in respect of payments made by the Guarantor hereunder, until all amounts owing
to the Lender by the Borrower on account of the Obligations shall have been
indefeasibly paid in full in cash. If any amount shall be paid to the 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 the Guarantor in trust for the Lender, segregated from other funds of the
Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to
the Lender in the exact form received by the Guarantor (duly indorsed by the
Guarantor to the Lender, if required), to be applied against the Obligations,
whether matured or unmatured, in such order as the Lender may
determine.

     

    
      
        
        

      

      
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    9.09  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 the
Guarantor under this Section
9.09 would
otherwise 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 the Guarantor, the Lender 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.

     

    9.10  Covenants of the
Guarantor. The
Guarantor hereby covenants and agrees that, so long as any Obligations under
this Agreement and any other Transaction Document remains unpaid or the Lender
has any Commitment hereunder, it shall comply with the covenants contained or
incorporated by reference in this Agreement to the extent applicable to it as a
Subsidiary of the Borrower.

     

    ARTICLE X

    EVENTS OF
DEFAULT

     

    10.01  Events of
Default. 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 Loan when due in accordance
with the terms hereof or (ii) fail to pay any interest on the Loan or any
other amount payable under this Agreement or the Note (without duplication)
within three (3) Business Days after the same becomes due and payable;
or

     

    (b)  Representation and
Warranties. Any
representation or warranty made by the Borrower herein or in any other
Transaction Document or made by the Guarantor herein 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) the Responsible Officer of the
Borrower or the Guarantor, as the case may be, becomes aware of such
incorrectness or (ii) written notice thereof shall have been given to the
Borrower by the Lender; or

     

    
      
        
        

      

      
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    (c)  Specific
Defaults. The
Borrower or the Guarantor, as applicable, 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 the Guarantor’s existence only), 7.09,
7.10,
7.15 or
ARTICLE
VIII;
or

     

    (d)  Other
Defaults. The
Borrower or the Guarantor, as applicable, shall fail to perform or observe any
term, covenant or agreement contained in this Agreement, the Notes, the Notice
of Borrowing, any certificates, waivers, or any other agreement delivered
pursuant to this Agreement (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 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 Borrower 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. The
Borrower 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 Mexican law (including the
Ley de Concursos
Mercantiles);
or

     

    (g)  Involuntary
Bankruptcy. An
involuntary case or other proceeding shall be commenced against the Borrower 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 (including but not limited to the
Ley de Concursos
Mercantiles) 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 60 consecutive days; or an order for relief shall be entered against
the Borrower or any Material Subsidiaries under any bankruptcy, insolvency
suspensión de pagos
or other
similar law as now or hereafter in effect; or

     

    
      
        
        

      

      
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    (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 shall be
rendered against the Borrower and/or any of its one or more Subsidiaries of the
Borrower that are neither discharged nor bonded in full within thirty (30) days
thereafter; or

     

    (i)  Pari
Passu. The
Obligations of the Borrower under this Agreement or of the Guarantor under this
Agreement shall fail to rank at least pari passu with all other senior unsecured
Debt of the Borrower or the Guarantor, as the case may be; or

     

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

     

    (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 the 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 Lender; 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 the Guarantor or take any action that would
prevent the Borrower or the Guarantor from performing its obligations under this
Agreement, the Notes, the Notice of Borrowing, any certificates, waivers, or any
other agreement 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
the 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 the Guarantor for the purpose of performing any material
obligation under this Agreement, the Notes, the Notice of Borrowing, any
certificates, waivers, or any other agreement delivered pursuant to this
Agreement; 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 the Guarantor is acquired by any Person; provided that the
acquisition of beneficial ownership of capital stock of the Borrower or the
Guarantor by Lorenzo H. Zambrano or any member of his immediate family shall not
constitute an Event of Default.

     

    
      
        
        

      

      
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    10.02  Remedies. If any
Event of Default has occurred and is continuing, the Lender may declare by
notice to the Borrower the principal amount of all outstanding Loans to be
forthwith due and payable, whereupon such principal amount, together with
accrued interest thereon and all other payment Obligations accrued hereunder,
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  Default
Interest

     

    . In the
event of default by the Borrower in the payment on the due date of any sum due
under this Agreement, the Borrower shall pay interest on demand on such sum from
the date of such default to the day of actual receipt of such sum by the Lender
(as well after as before judgment) at the rate specified in Section 2.02(b). So long
as the default continues, the default interest rate shall be recalculated on the
same basis at intervals of such duration as the Lender 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 the Borrower is in default.

     

    ARTICLE XI

    MISCELLANEOUS

     

    11.01  Notices.

     

    (a)  Except as
otherwise expressly provided herein, all notices, requests, demands or other
communications to or upon any party hereunder 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 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.

     

    (b)  Unless
otherwise expressly provided for herein, each such notice, request, demand or
other communication shall be effective (i) if sent by overnight courier service
or delivered by hand, upon delivery, (ii) 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 (iii) if
given by any other means, when delivered at the address specified pursuant to
paragraph (a) above; provided,
however, that
notices to the Lender under ARTICLE
II,
III,
IV or
XI shall
not be effective until received.

     

    11.02  Amendments and
Waivers. No
amendment or waiver of any provision of this Agreement, and no consent to any
departure by the Borrower or the Guarantor from the terms of this Agreement,
shall in any event be effective unless the same shall be in writing, consented
to by the Borrower or the Guarantor, as the case may be, and signed and
consented to by the Lender, and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

     

    
      
        
        

      

      
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    11.03  No Waiver; Cumulative
Remedies. No
failure to exercise and no delay in exercising on the part of the 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.

     

    11.04  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 New York counsel to the Lender), 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 Transactions Documents;

     

    (b)  all
reasonable and documented out-of-pocket costs and expenses incurred by the
Lender 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 New York
counsel to the Lender; and

     

    (c)  all
reasonable and documented, out-of-pocket costs and expenses incurred by the
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 New York counsel to the
Lender.

     

    11.05  Indemnification. The
Borrower agrees to indemnify and hold harmless the Lender and each of its
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 and the allocated cost of
in-house counsel), 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)
(a) the Transaction Documents, any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Loans or (b) 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 gross negligence or
willful misconduct. In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section
11.05 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. The Borrower and the Guarantor also agrees not to assert
any claim against the 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. The Lender shall not be deemed to have any
fiduciary relationship with the Borrower or the Guarantor.

     

    
      
        
        

      

      
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    11.06  Successors and
Assigns.

     

    (a)  The
provisions of this Agreement shall be binding upon the Borrower, the Guarantor,
their successors and assigns and shall inure to the benefit of the Lender and
their respective successors and assigns, except that the Borrower and the
Guarantor may not assign or otherwise transfer any of their rights or
obligations under this Agreement without the prior written consent of the Lender
except pursuant to the terms of this Agreement.

     

    (b)  The
Lender may at any time after the Disbursement Date assign to one or more
commercial banks either (i) registered as a Foreign Financial Institution
and a resident (or having its principal office as a resident, if lending through
a branch or agency) for tax purposes in a jurisdiction that is a party to an
income tax treaty to avoid double taxation with Mexico on the date of such
assignment, qualified to receive the benefits of said treaty or (ii) organized
and existing under the laws of Mexico on the date of such assignment (each an
“Assignee”) all,
or a proportionate part of all of its rights and obligations under this
Agreement and the Notes, and such Assignee shall assume such rights and
obligations, pursuant to an Assignment and Assumption Agreement executed by such
Assignee and the transferor Lender, with (and subject to) the subscribed consent
of the Borrower (which consent shall not be unreasonably withheld or delayed,
and if a Default or Event of Default has occurred and is continuing, such
consent shall not be required); provided,
however, that if
an Assignee is an Affiliate of the transferor Lender, which Affiliate is
registered as a Foreign Financial Institution and meets the tax residence and
qualification requirements of clause (ii) above and, at the time of such
assignment, the additional amounts payable with respect to Taxes to such
Assignee will not exceed such amounts payable to the transferor Lender, no such
consent shall be required; and provided further that, in
the case of an assignment of only part of such rights and obligations, the
Assignee shall acquire a portion of the Loan of not less than U.S.$3,000,000 and
integral multiples of U.S.$1,000,000 in excess thereof; and provided further that,
prior to such assignment, the parties hereto shall amend this Agreement to add
provisions substantially similar to the provisions contained in the Syndicated
Loan which, in the reasonable judgment of the Lender and the Borrower, are
necessary or desirable in connection with the addition of a new Lender(s),
including if the parties agree (x) the appointment of an Administrative Agent
and (y) revised amendment and waiver provisions. Upon execution and delivery of
an Assignment and Assumption Agreement and payment by the Assignee to the
transferor Lender of an amount equal to the purchase price agreed between the
transferor Lender and such Assignee, such Assignee shall be a Lender party to
this Agreement and shall have all the rights and obligations of a Lender, and
the transferor Lender shall be released from its obligations hereunder to a
corresponding extent (except to the extent the same arose prior to the
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
transferor Lender and the Borrower shall make appropriate arrangements so that a
new Note is issued to the Assignee at the expense of the Assignee. 

     

    
      
        
        

      

      
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    (c)  Nothing
herein shall prohibit the Lender from pledging or assigning any 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
11.06;
provided,
however, that
such pledge or assignment shall not release such Lender from its obligations
hereunder.

     

    (d)  The
Lender may, without any consent of the Borrower or any other third party at any
time grant to one or more banks or other institutions (i) registered as a
Foreign Financial Institution and (ii) resident (or having its principal office
as a resident, if lending through a branch or agency) for tax purposes in a
jurisdiction that is a party to an income tax treaty to avoid double taxation
with Mexico on the date of such assignment and qualified to receive the benefits
of said treaty and having (at the time the Lender or financial institution
becomes a Participant) a withholding tax rate under such treaty applicable to
payments hereunder no higher than that applicable to payments to such Lender
(each a “Participant”)
participating interests in its Loan. 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, such Lender shall remain responsible for the performance of its
obligations hereunder, and the Borrower shall continue to deal solely and
directly with the Lender in connection with the Lender’s rights and obligations
under this Agreement. Any agreement pursuant to which the Lender may grant such
a participating interest shall provide that the 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 the 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
3.01,
3.03 and
3.07 with
respect to its participating interest as if it were the 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).

     

    
      
        
        

      

      
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    (e)  The
Lender may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section
11.06,
disclose to the Assignee or Participant or proposed Assignee or Participant, any
information relating to the Borrower furnished to the 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 the
Lender.

     

    11.07  Right of
Set-off. In
addition to any rights and remedies of the Lender provided by law, the Lender
shall have the right, without prior notice to the Borrower or the Guarantor, any
such notice being expressly waived by the Borrower and the Guarantor to the
extent permitted by applicable law, upon any amount becoming due and payable by
the Borrower or the Guarantor 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 the Lender, or any branch or
agency thereof to or for the credit or the account of the Borrower or the
Guarantor. The Lender agrees promptly to notify the Borrower, or the Guarantor,
as the case may be, after any such set-off and application made by the Lender,
provided that the
failure to give such notice shall not affect the validity of such set-off and
application.

     

    11.08  Confidentiality. The
Lender shall not disclose any Confidential Information to any other Person
without the prior written consent of the Borrower, other than (a) to the
Lender’s Affiliates and their officers, directors, employees, agents and
advisors and, as contemplated by Section
11.06(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 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. 

     

    11.09  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 7.01 and
Section 7.02 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, the English language version of any such document
shall control the meaning of the matters set forth therein.

     

    11.10  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.

     

    
      
        
        

      

      
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    11.11  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 and, with respect to the Borrower and the Guarantor, as
well as in the competent court of their own corporate domicile.

     

    (b)  Each of
the parties hereto hereby irrevocably waives, to the fullest extent it may
effectively do so, 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 THE LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

     

    11.12  Appointment of Agent for
Service of Process.

     

    (a)  The
Borrower and the Guarantor hereby irrevocably appoints 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. Such service may be made by delivering a copy of such process to the
Borrower or the Guarantor, as the case may be, in care of the Process Agent at
its address specified above, and the Borrower and the Guarantor, as the case may
be, hereby authorizes and directs the Process Agent to accept such service on
its behalf. The appointment of the Process Agent shall be irrevocable until the
appointment of a successor Process Agent. The Borrower and the Guarantor,
further agrees to promptly appoint a successor Process Agent in New York City
prior to the termination for any reason of the
appointment of the initial Process Agent.

     

    
      
        
        

      

      
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    (b)  Nothing
in Section
11.11 or in
this Section
11.12 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.

     

    11.13  Waiver of Sovereign
Immunity. To the
extent that the Borrower or the Guarantor 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 Borrower or
the Guarantor, as the case may be, 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 Borrower and the Guarantor
agrees that the waivers set forth in this Section
11.13 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 Act.

     

    11.14  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 one currency (“Currency
X”) into
another currency (“Currency
Y”), 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 Lender could purchase Currency X with Currency Y at or
about 11:00 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 the Lender hereunder or under any other
Transaction Document shall, to the extent permitted by applicable law
notwithstanding any judgment expressed in a currency other than the applicable
Currency X, be discharged only to the extent that on the Business Day following
receipt by the Lender of any sum adjudged to be so due in Currency Y the Lender
may in accordance with normal banking procedures purchase Currency X with
Currency Y. If the amount of Currency X so purchased is less than the sum
originally due to the Lender, the Borrower and the Guarantor agree, to the
fullest extent it may legally do so, as a separate obligation and
notwithstanding any such judgment, to indemnify the Lender against such
resulting loss.

     

    
      
        
        

      

      
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    11.15  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. Delivery of an executed counterpart of a signature page
to this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement.

     

    11.16  USA PATRIOT
Act. The
Lender, to the extent that it may be 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 notifies the Borrower that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow the Lender to identify the Borrower in accordance
with the Act.

     

    11.17  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.

     

    11.18  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,
3.02,
3.03,
3.04,
3.05,
11.04,
11.05,
11.08,
11.09,
11.11,
11.12,
11.14 and
11.18 shall
survive the termination of the Commitments and the payment of all Obligations
and, in the case the Lender assigns any interest in its Loan 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 the
assigning Lender may cease to be a “Lender” hereunder.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

    


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

    


    


    By:
/s/ Humberto Francisco
Lozano Vargas           


    Name:
Humberto Francisco Lozano Vargas

    Title:
Corporate Finance Officer

     

     

     

     

     

    
      Credit
Agreement

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CEMEX
MÉXICO, S.A. de C.V., as Guarantor

    


    


    By:
/s/ Humberto Francisco
Lozano Vargas       

    Name:
Humberto Francisco Lozano Vargas

    Title:
Corporate Finance Officer

     

     

     

     

     

    
      Credit
Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BANCO
BILBAO VIZCAYA ARGENTARIA,

    S.A. NEW
YORK BRANCH, as Lender

    


    


    By:
/s/ Rodolfo
Hare           


    Name:
Rodolfo Hare

    Title:
Vice President

    


    


    By:
/s/ Cristian
Aguirre      

    Name:
Cristian Aguirre

    Title:
Assistant Vice President

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE 1.01(a)

     

    COMMITMENT

    


     

    
      	
              Lender 

            	
              Commitment

            
	
              BANCO
      BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH

            	
              US$500,000,000

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE 1.01(b)

     

    LENDING OFFICES

    


    
      	
                BANK

            	
                LENDING
      OFFICE

            	
                Account
      Information

            
	
              Banco
      Bilbao Vizcaya Argentaria, S.A. New York Branch

            	
              Address: 1345
      Avenue of the Americas, 

               
      45th floor
      New York, NY 10105

              Attention:
      Lending Administration 

              Telephone:
      212-728-1733 

              Facsimile:
      212-333-2926 

              E-mail:
      lending.administration@bbvany.com 

            	
              Bank:
      Banco Bilbao Vizcaya Argentaria
      NY  

              Swift
      Code: BBVAUS33 

              Account
      No.: 0000030444 

              For
      Account of: Lending Administration

              Swift
      Code: BBVAUS33 

              Reference:
      Cemex 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        


    

     

    SCHEDULE 1.01(c)

     

    NOTICE DETAILS

     

     

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

              as Borrower

            	
              Ave.Ricardo
      Margáin Zozaya # 325 

              Col.
      Valle del Campestre 

              Garza
      García, Nuevo León

              Mexico
      66265

               

              Attention:
      CEMEX Back-Office

              Telephone:
      +52 (81) 8888-4632, 4113, 4093 

              Fax:
      +52 (81) 8888-4519 

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

              as
      Guarantor

            	
              Ave.Ricardo
      Margáin Zozaya # 325 

              Col.
      Valle del Campestre 

              Garza
      García, Nuevo León

              Mexico
      66265

               

              Attention:
      CEMEX Back-Office

              Telephone:
      +52 (81) 8888-4632, 4113, 4093 

              Fax:
      +52 (81) 8888-4519

            
	
              BANCO
      BILBAO VIZCAYA ARGENTARIA, S.A. 

              NEW
      YORK BRANCH,

              as
      Lender

            	
              1345
      Avenue of the Americas, 45th
      floor

              New
      York, NY 10105

              United
      States of America

               

              Attention:
      Lending Administration 

              Telephone:
      212-728-1733 

              Fax:
      212-333-2926

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE 5.06 &
6.05

     

    A
description of material actions, suits, investigations, litigations or
proceedings, including Environmental Actions, affecting the Borrower and the
Guarantor 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 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).

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For Phase
II, comprising 2008 through 2012, however, there has been a reduction in the
allowances granted by the Member States that have already approved their NAP,
which may result in a consolidated deficit in our carbon dioxide allowances
during the period. We believe we may be able to reduce the impact of any deficit
by either reducing carbon dioxide emissions in our facilities or by obtaining
additional emission credits through the implementation of CDM projects. If we
are not successful in implementing emission reductions in our facilities or
obtaining credits from CDM projects, we may have to purchase a significant
amount of emission credits in the market, 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.

     

    German
NAP and allocation by plant for phase two of the trading scheme has been issued
by law and are final. A limitation as been imposed as budgeted. In the case of
Beckum-Kollenbach plant, we are pursuing additional allowances by legally
challenging the allocation calculation.

     

    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). 

     

    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. 

    


    In
connection with the nationalization matter described above, at December 31,
2007, CEMEX Venezuela, S.A.C.A. was the holding entity of several of CEMEX’s
investments in the region, including CEMEX’s operations in the Dominican
Republic and Panama, as well as CEMEX’s minority investment in Trinidad.
Considering that the nationalization by the Government of Venezuela affects only
Venezuelan assets, in April 2008, CEMEX concluded the transfer of all material
non-Venezuelan investments to CEMEX España for approximately U.S.$355 plus
U.S.$112 net debt, having distributed all accrued profits from the
non-Venezuelan investments to the stockholders of CEMEX Venezuela amounting to
U.S.$132. At his time, the net impact of this matter in CEMEX’s consolidated
financial results cannot be reasonably estimated. The approximate net assets of
CEMEX’s Venezuelan operations under Mexican FRS at December 31, 2007 were
approximately Ps8,973.

    


    On June
13, 2008, the Venezuelan securities authority initiated an administrative
procedure against CEMEX Venezuela, arguing that the company did not sufficiently
inform its shareholders and the securities authority in connection with the
transfer of the non-Venezuelan assets described above. We are currently
reviewing the factual and legal considerations behind this procedure and will
respond within the applicable legal term.

     

    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 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 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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
5.10

    


    SUBSIDIARIES

     

     

    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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CEMEX - BBVA $500,000,000 LOAN
FACILITY

    CLOSING CHECKLIST

     

    
      	
              Name of CEMEX
      Subsidiary

            	 	
              Counterparty

            	 	
              Lien
    Concept

            	 	
              Mar-08

            	 	
              Agreement
      Type

            
	 	 	 	 	 	 	 	 	 
	
              CEMEX

            	 	
              Mr.
      Paul E. Hampton Jr. and wife

            	 	
              Land
      Leased

            	 	
              $0.065

            	 	
              Promissory
      Note between Mr. Paul E. Hampton, Jr. and his wife and Cemex, Inc., dated
      October 31, 1985

            
	 	 	 	 	 	 	 	 	 
	
              RMC
      beton Śląsk Sp. z.o.o.

            	 	
              SG
      Equipment Leasing Polska Sp. z o.o.

            	 	
              Plant
      Equipment

            	 	
              $0.490

            	 	
              Equipment
      Leasing Agreement by and between SG Equipment Leasing Polska Sp. z o.o.
      and RMC Beton Śląsk Sp. z.o.o. dated June 23rd,
      2006

            
	 	 	 	 	 	 	 	 	 
	
              CEMEX
      BETONS CENTRE et BRETAGNE

            	 	
              CITICAPITAL

            	 	
              Equipment
      Lien

            	 	
              $0.019

            	 	
              Leasing
      Agreement CITICAPITAL - BETON DE FRANCE CENTRE et BRETAGNE dated June 30,
      2002

            
	 	 	 	 	 	 	 	 	 
	
              CEMEX
      GRANULATS RHONE-MEDITERRANEE

            	 	
              SLIBAIL
      IMMOBILIER

            	 	
              Equipment
      Lien

            	 	
              $0.980

            	 	
              Leasing
      Agreement by and between SLIBAIL IMMOBILIER and MORRILLON CORVOL RHONE
      MEDITERRANEE dated July 24 2000

            
	 	 	 	 	 	 	 	 	 
	
              CEMEX
      BETONS NORD QUEST

            	 	
              SLIBAIL
      IMMOBILIER

            	 	
              Equipment
      Lien

            	 	
              $0.166

            	 	
              Leasing
      Agreement by and between SLIBAIL IMMOBILIER - SAS BETON DE FRANCE
      NORMANDIE dated June 03 2002

            
	 	 	 	 	 	 	 	 	 
	
              ETS
      CHARROY

            	 	
              BAIL
      ACTEA

            	 	
              Equipment
      Lien

            	 	
              $0.137

            	 	
              Leasing
      Agreement by and between BAIL ACTEA - SA Ets CHARROY dated August 28
      2003

            
	 	 	 	 	 	 	 	 	 
	
              Cemex
      SIA

            	 	
              Disko
      Leasing GmbH

            	 	
              Truck
      Finance Lease

            	 	
              $0.022

            	 	
              Leasing
      Agreement by and between DISKO Leasing und Bank Für
      Investitionsfinanzierung - Readymix Kies & Beton AG, dated March
      1st
      2000.

            
	 	 	 	 	 	 	 	 	 
	
              Transbeion
      Lieferbeion Gesellschaft m.b.H.

            	 	
              Raiffeisenbank
      Bruck an der Mur eg. Gen.

            	 	
              Equipment
      Lien

            	 	
              $3.973

            	 	
              Leasing
      agreement on movables entered by and between Raiffeisen-Leasing Mobilien
      und KFZ GmbH and Trans-Beton Ges.m.b.H dated March 31,
    2004.

            
	 	 	 	 	 	 	 	 	 
	
              Quarzsandwerk
      Wellmersdorf GmbH & Co. KG

            	 	
              Raiffeisenbank
      Obermain Nord eG

            	 	
              Equipment
      Lien

            	 	
              $0.091

            	 	
              Leasing
      Agreement by and between Quarzsandwerk Wellmersdorf GmbH & Co. KG and
      Raiffeisenbank Obermain Nord eG dated March 8,
  1999

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              CEMEX
      Kies Hamburg GmbH & Co. KG

            	 	
              Kreissparkasse
      Herzogfum Lauenburg

            	 	
              Equipment
      Lien

            	 	
              $0.621

            	 	
              Leasing
      Agreement Kreissparkasse Herzogfum Lauenburg - Wunder GmbH, Wunder
      Kiestransporte GmbH undGünter Wunder Baustoffhandel dated March 22,
      1994

            
	 	 	 	 	 	 	 	 	 
	
              Cemex
      UK Operations Limited

            	 	
              ING
      Lease (UK) Limited

            	 	
              Equipment
      Lien

            	 	
              $30.588

            	 	
              Leasing
      Master Agreement by and between Kleinworth Benson Fleet Finance Limited
      and Rombus Materials Limited dated December 31, 1997. Assignment and
      Continuation Schedule dated September 30, 2005 between ING Lease Fleet
      Finance Limited and Cemex UK Operations Ltd.

            
	 	 	 	 	 	 	 	 	 
	
              Cemex
      UK Operations Limited

            	 	
              Lloyds
      TSB Asset Finance

            	 	
              Equipment
      Lien

            	 	
              $5.036

            	 	
              Lease
      Agreement by and between Rugby Group PLC and UDT Budget Leasing Limited
      dated 21 of December 1998

            
	 	 	 	 	 	 	 	 	 
	
              Cemex
      El Salvador, S.A. de C.V.

            	 	
              BAC
      Salvador

            	 	
              Cash
      Deposit Lien

            	 	
              $0.050

            	 	
              Guaranty
      Agreement by and between Cemex El Salvador, SA de CV and BAC Salvador
      dated July 11, 2007

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	
              Total

            	 	
              $42.240

            	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit A
- Form of Note

     

    
      	 	
              CAPITAL:

            	 	
              Bullet

            
	 	 	 	 
	 	
              INTERESES:

            	 	
              Periódicos

            
	 	 	 	 
	 	
              TASA:

            	 	
              Variable

            


    

     

    PAGARE

     

    FECHA DE SUSCRIPCIÓN:
______________________________.

    LUGAR DE SUSCRIPCIÓN:
______________________________.

    


    CEMEX, S.A.B. de C.V.
(el
"Suscriptor"), por este PAGARE promete incondicionalmente pagar a la orden de
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. - NEW YORK BRANCH (el "Banco"), la suma
principal de E.U.A $500,000,000[.00] (quinientos
millones de dólares [00/100]), moneda
de curso legal de los Estados Unidos de América ("Dólares"), mediante una única
amortización exigible y pagadera el día [Abril 29, 2011]________(anotar fecha de
pago) (en lo
sucesivo la "Fecha de Pago Final").

    


    A partir
de la fecha de suscripción del presente PAGARE y hasta su vencimiento, la suma
principal insoluta devengará intereses ordinarios, que el Suscriptor se obliga a
pagar al Banco en cada Fecha de Pago de Intereses (según se define más
adelante), a una tasa de interés anual igual al resultado de sumar 1.325 puntos
porcentuales a la Tasa LIBOR (según se define más adelante) aplicable durante
cada Período de Intereses (según se define más adelante).

    


    Para
calcular los intereses ordinarios de cada Período de Intereses, la tasa
anualizada de interés aplicable se dividirá entre 360 (TRESCIENTOS SESENTA) y el
resultado se multiplicará por el número de los días naturales que integren el
Período de Intereses de que se trate. La tasa resultante se multiplicará por el
saldo insoluto del presente PAGARE y el producto será la cantidad que por
concepto de intereses deberá pagar el Suscriptor al Banco en cada Fecha de Pago
de Intereses.

    


    En el
caso de que el Suscriptor no pague en la fecha de presentación de este PAGARE la
totalidad de la suma principal de este PAGARE, el Suscriptor pagará, a la vista,
intereses moratorios sobre la cantidad insoluta vencida y no pagada, computados
desde el día siguiente al de su vencimiento hasta el de su pago total, a una
tasa de interés anual igual al resultado de sumar 2% (dos por ciento) a la tasa
de intereses ordinaria prevista en este PAGARE.

    


    Para
calcular los intereses moratorios la tasa anualizada de interés moratorio
aplicable se dividirá entre 360 (TRESCIENTOS SESENTA) y el cociente se aplicará
a los saldos insolutos y vencidos, resultando así el interés moratorio de cada
día, que se ha obligado a pagar el Suscriptor en términos de este
PAGARE.

    


    Todos los
pagos conforme a este PAGARE se harán por el Suscriptor en favor del Banco, en
la Ciudad de Nueva York, N.Y., Estados Unidos de
América, mediante [abonos en la cuenta número [___] en el [insertar banco], en
la Ciudad de Nueva York, N.Y. con domicilio en [___] a favor de Banco Bilbao
Vizcaya Argentaria, S.A. - New York Branch]; a más
tardar a las 3:30 P.M. (hora de la ciudad de Nueva York, N.Y.) en la fecha en
que se deban hacer dichos pagos, en Dólares y en fondos libremente transferibles
y disponibles el mismo día, o en cualquier otra cuenta que el Banco comunique
por escrito oportunamente a el Suscriptor.

    


    El
Suscriptor conviene en hacer todos los pagos respecto del principal e intereses
de este PAGARE, libres y exentos de y sin deducciones por concepto o a cuenta de
todos y/o de cualquier impuesto, derecho, tributo, retención, deducción, carga o
contribución presente o futura y de cualquier otra responsabilidad fiscal
presente o futura con respecto a dichos conceptos, pagaderos en cualquier
jurisdicción.

    


    Sin
perjuicio de lo señalado en el párrafo anterior y de acuerdo a lo dispuesto por
el artículo 51 de la Ley del Impuesto Sobre la Renta, el Suscriptor se obliga a
retener y enterar a las autoridades hacendarias correspondientes el importe del
impuesto sobre la renta de que se trata, en el entendido de que el Suscriptor
también se obliga a entregar al Banco las constancias de retención
correspondientes al referido impuesto, dentro de los [10 días] Días Hábiles
siguientes a la fecha del pago de los intereses correspondientes. A su vez,
el banco proporcionará en la fecha del referido pago, constancia de residencia
fiscal expedida por las autoridades fiscales correspondientes emitida dentro del
año de calendario de la fecha del pago. En caso
de que se modifique la disposición fiscal referida, dichas modificaciones serán
aplicables a los intereses que se originen del presente PAGARE a partir de la
fecha en que entren en vigor, continuando obligada el Suscriptor en los mismos
términos de este párrafo. El Suscriptor deberá cubrir las cantidades adicionales
que sean necesarias a fin de que el Banco reciba las sumas que le
corresponderían si no hubiera sido aplicable el impuesto a que se refiere este
párrafo.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Siempre
que cualquier pago que deba hacerse conforme a este PAGARE venza, o cualquier
Período de Intereses termine, en un día que no sea Día Hábil (según dicho
término se define más adelante), dicho pago deberá hacerse, o dicho Período de
Intereses terminará, el Día Hábil inmediato [anterior], con el correspondiente
recálculo de intereses [por los días efectivamente transcurridos].

    


    Según se
utilizan en este PAGARE, los términos que se mencionan a continuación tendrán
los siguientes significados:

    


    "Día Hábil"
significa, un día que no sea sábado, domingo o día festivo y en que las oficinas
principales de las instituciones de crédito de la ciudad de México, de la ciudad
de Londres, Inglaterra y de la ciudad de Nueva York, N.Y., Estados Unidos de
América estén abiertas al público para la realización de operaciones
bancarias.

    


    "Fecha de Pago de
Intereses"
significa el 30 de junio y el 30 de diciembre de cada año, comenzando el 30 de
diciembre de 2008 y finalizando la Fecha de Pago Final, en el entendido que si
una Fecha de Pago de Intereses cae en un día que no es un Día Hábil, dicha Fecha
de Pago de Intereses se considerará como tal el Día Hábil inmediatamente
anterior.

    


    "Período de
Intereses"
significa, (i) inicialmente, el período empezando en la fecha de suscripción del
presente PAGARE y finalizando el 30 de diciembre de 2008 y (ii) posteriormente
cada período comenzando el día siguiente al último día del Período de Intereses
Inmediato anterior y terminarán [en la Fecha de Pago de Intereses siguiente], y
(iii)
cualquier Período de Intereses que esté vigente en la última de las
amortizaciones de principal de este PAGARE terminará precisamente en dicha
fecha.

    


    “Tasa LIBOR”
significará, para cada Período de Interés, la tasa de interés ofrecida para
depósitos en Dólares a seis meses publicada en la página Telerate 3750,
aproximadamente a las 11:00 a.m. (hora de Londres) el segundo día hábil en
Londres anterior al primer día del Período de Intereses respectivo; en el
entendido que (i) si dicha tasa no aparece publicada en la página Telerate 3750,
“Tasa LIBO”, significará para ese Período de Intereses el promedio de las tasas
para depósitos en Dólares a seis meses que aparecen publicadas en la página
LIBOR de Reuters, aproximadamente, a las 11:00 a.m. (hora de Londres) del
segundo día hábil en Londres anterior al primer día del Período de Intereses
respectivo, (ii) si dicha tasa o tasas no aparecen en la página de Telerate 3750
o en la página LIBOR de Reuters, el Banco solicitará a la oficina principal de
los cuatro mayores bancos del mercado interbancario de Londres, seleccionados
por el Banco y aprobados por el Suscriptor, le informen sus tasas para depósitos
en Dólares a seis meses por montos no inferiores a un millón de Dólares (US$
1.000.000.00-) para bancos de referencia en el mercado interbancario de Londres
aproximadamente a las 11:00 a.m. (hora de Londres) en el segundo día hábil en
Londres anterior al primer día del respectivo Período de Intereses, para entrega
en el primer día del Período de interés respectivo y si, al menos dos de esa
tasas son así proporcionadas, la Tasa LIBOR para ese Período de Interés
significará el promedio aritmético (aproximado hacia arriba, si es necesario, a
lo más cercano de 1/16 de 1%) de tales tasas, y (iii) si menos de dos tasas
solicitadas son proporcionadas al Banco, Tasa LIBOR significará para ese Período
de Interés, el promedio aritmético (aproximado hacia arriba, si es necesario, en
la forma antes mencionada) de las respectivas tasas a las que se capten
depósitos a seis meses por montos no inferiores a un millón de Dólares (US$
1.000.000.00-) por cada uno de los tres principales bancos de la ciudad de Nueva
York, seleccionados por el Banco y aprobados por el Suscriptor para bancos
europeos de primera clase, a aproximadamente las 11:00 a.m. (hora de Nueva York)
al segundo día hábil previo al comienzo del respectivo Periodo de Interés para
entrega el primer día de tal Período de Interés. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Para todo
lo relativo al presente PAGARE, el Suscriptor y, en su caso, los demás obligados
cambiarios, se someten expresamente a las leyes y a la jurisdicción de los
tribunales competentes en la Ciudad de______________(anotar lugar de firma
del pagaré),
renunciando en forma expresa e irrevocable a cualquier otro fuero que pudiera
corresponderle(s) por razón de su(s) domicilio(s) presente(s) o futuro(s), o por
cualquier otra causa.

    


    El
presente PAGARE consta de [anverso y reverso ó ___
páginas] y está
vinculado al Credit Agreement [validar si se debe traducir a español este
término] que celebraron el Suscriptor, Cemex México, S.A. de C.V. y el Banco, el
día________(anotar fecha de firma del
contrato).

    


    


    SUSCRIPTOR

    


    


    _____________________________________________

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


    (anotar nombre del apoderado, en su
caso, con facultades

    para suscribir títulos de crédito y
otorgar avales)

    


    


    Domicilio
Suscriptor:

     

     

     

    POR AVAL

     

    


    


    _____________________________________________

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

    (anotar nombre del apoderado, en su
caso, con facultades

    para suscribir títulos de crédito y
otorgar avales)

    


    Domicilio
Avalista:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

     

    FORM OF NOTICE OF
BORROWING

     

      

    BANCO
BILBAO VIZCAYA ARGENTARIA,  

    S.A. NEW
YORK BRANCH,

    as
Lender

    1345
Avenue of the Americas, 45th floor

    New York,
NY 10105

    United
States of America

    Attention:
Rodolfo Hare

     

    Reference
is made to the Credit Agreement, dated as of June 25, 2008, among Cemex, S.A.B.
de C.V., as Borrower (the Borrower), Cemex
México, S.A. de C.V., as Guarantor and Banco Bilbao Vizcaya Argentaria, S.A. New
York Branch, as Lender (as the same may be amended, supplemented or otherwise
modified from time to time, the Credit Agreement). Terms
used but not otherwise defined herein shall have the meanings provided in the
Credit Agreement. The undersigned hereby gives notice pursuant to Section
2.01(b) of the Credit Agreement of its request for the Loan with the following
terms:

     

    
      	
              (A)

            	 	
              Requested
      Disbursement Date

            	 	__________________________________
	
               

            	 	
              (which
      is a Business Day)

            	 	 
	
               

            	 	 	 	 
	
              (B)

            	 	
              Principal
      amount of Borrowing

            	 	__________________________________
	
               

            	 	 	 	 
	
              (C)

            	 	
              Interest
      rate basis

            	 	
              LIBOR
      __________________________________

            


    

     

    The
disbursement shall be deposited in the following account and in accordance with
the requirements of Section 2.01(b) of the Credit Agreement:

     

    
      	
              Bank
      Name:

            	 	_____________________________________
	 	 	 
	
              Bank
      Address:

            	 	_____________________________________
	 	 	 
	
              Bank
      ABA #:

            	 	_____________________________________
	 	 	 
	
              Account
      Name:

            	 	_____________________________________
	 	 	 
	
              Account
      #:

            	 	_____________________________________
	 	 	 
	
              Reference:

            	 	_____________________________________


    

     

    The
Borrower hereby represents and warrants that each condition specified in Section
4.01 of the Credit Agreement has been satisfied or waived.

     

    IN WITNESS WHEREOF, the
undersigned has hereto set his name on this
[          ] day of
[                ],
[2008].

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    as
Borrower

     

    
      	By	:	  	 
	Name	:	  	 
	Title  	:	  	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT C

     

     

    FORM OF ASSIGNMENT AND ASSUMPTION
AGREEMENT

    


     

    ASSIGNMENT AND ASSUMPTION AGREEMENT
dated as
of [________]

     

    AMONG:

     

    
      
        	(1)	
                [ASSIGNOR]
      (the Assignor);

              


      

    

     

    
      
        	(2)	
                [ASSIGNEE]
      (the Assignee);

              


      

    

     

    
      
        	(3)	
                CEMEX, S.A.B. de
      C.V.
      (the Borrower);

              


      

    

     

    
      
        	(4)	
                CEMEX MÉXICO, S.A. de
      C.V.
      (the Guarantor);

              


      

    

     

    WITNESSETH:

     

    WHEREAS:

     

    
      
        	(D)	
                This
      Assignment and Assumption Agreement (this Agreement)
      relates to the Credit Agreement dated as of June [__], 2008 among the
      Borrower, the Guarantor and Banco Bilbao Vizcaya Argentaria, New York
      Branch, as Lender (as from time to time further amended, supplemented or
      otherwise modified, the Credit
      Agreement);

              


      

    

     

    
      
        	(E)	
                As
      provided in the Credit Agreement, the Assignor has made a disbursement of
      the Loan for U.S.$500,000,000 (the Assignor's
      Loan),
      which is outstanding on the date
hereof;

              


      

    

     

    
      
        	(F)	
                The
      Assignor proposes to assign to the Assignee all of the rights of the
      Assignor under the Credit Agreement in respect of [a portion of] its Loan
      thereunder in an amount equal to
      U.S.$[             ]
      (the Assigned
      Amount),
      and the Assignee proposes to accept assignment of such rights and assume
      the corresponding obligations from the Assignor on the terms set forth
      herein;

              


      

    

     

    NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements contained herein, the
parties hereto agree as follows:

     

    
      SECTION
1.  DEFINITIONS

    

     

    All
capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Credit Agreement.

     

    
      SECTION
2.  ASSIGNMENT

    

     

    The
Assignor hereby irrevocably assigns and sells to the Assignee all of the rights
of the Assignor under the Credit Agreement [to the extent of the Assigned
Amount], and the Assignee hereby irrevocably accepts such assignment from the
Assignor and assumes all of the obligations of the Assignor under the Credit
Agreement [to the extent of the Assigned Amount] [, including the purchase from
the Assignor of the corresponding portion of the principal amount of the Loans
made by the Assignor]. Upon the execution and delivery hereof by the Assignor,
the Assignee, the Borrower, and the payment of the amounts specified in
‎Section 3
hereof required to be paid on the date hereof (a) the Assignee shall, as of the
date hereof, succeed to the rights and be obligated to perform the obligations
of a Lender under the Credit Agreement with a Loan in an amount equal to the
Assigned Amount, and (b) the Loan of the Assignor shall, as of the date hereof,
be reduced by a like amount and the Assignor released from its obligations under
the Credit Agreement to the extent such obligations have been assumed by the
Assignee. The assignment provided for herein shall be without recourse to the
Assignor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      SECTION
3.  PAYMENTS.

    

     

    As
consideration for the assignment and sale contemplated in Section 2 hereof, the
Assignee shall pay to the Assignor on the date hereof in Federal funds the
amount heretofore agreed between them.1 Each of
the Assignor and the Assignee hereby agrees that if either party receives any
amount under the Credit Agreement that is for the account of the other party, it
shall receive the same for the account of such other party to the extent of such
other party's interest therein and shall promptly pay the same to such other
party.

     

    
      SECTION
4.  CONSENT OF THE
BORROWER

    

     

    This
Agreement is conditioned upon the consent of the Borrower pursuant to Section
11.06(b) of the Credit Agreement. The execution of this Agreement by the
Borrower is evidence of this consent. Pursuant to Section 11.06(b) of the Credit
Agreement, the Borrower agrees to execute and deliver a new Note to the
Assignee.

     

    
      SECTION
5.  REPRESENTATIONS AND
WARRANTIES.

    

     

    
      
        	(a)	
                The
      Assignor (i) represents and warrants that it is legally authorized to
      enter into this Agreement; (ii) makes no representation or warranty and
      assumes no responsibility with respect to any statements, warranties or
      representations made in or in connection with the Credit Agreement or with
      respect to the execution, legality, validity, enforceability, genuineness,
      sufficiency or value of the Credit Agreement, any other Transaction
      Document or any other instrument or document furnished pursuant thereto,
      other than that the Assignor has not created any adverse claim upon the
      interest being assigned by it hereunder and that such interest is free and
      clear of any such adverse claim and (iii) makes no representation or
      warranty and assumes no responsibility with respect to the financial
      condition of the Borrower, the Guarantor, any of its Affiliates or any
      other obligor or the performance or observance by the Borrower, the
      Guarantor, any of its Affiliates or any other obligor of any of their
      respective obligations under the Credit Agreement or any other Transaction
      Document or any other instrument or document furnished pursuant hereto or
      thereto.

              


      

    

     

    
      
        	(b)	
                The
      Assignee (i) represents and warrants that it is legally authorized to
      enter into this Agreement; (ii) confirms that it has received a copy of
      the Credit Agreement, together with copies of the financial statements
      delivered pursuant to Section 7.01 thereof and such other documents and
      information as it has deemed appropriate to make its own credit analysis
      and decision to enter into this Agreement; (iii) agrees that it will,
      independently and without reliance upon the Assignor or any 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 Credit Agreement, the other Transaction Documents
      or any other instrument or document furnished pursuant hereto or thereto;
      and (iv) agrees that it will be bound by the provisions of the Credit
      Agreement and will perform in accordance with its terms all the
      obligations which by the terms of the Credit Agreement are required to be
      performed by it as a Lender.

              


      

    

     

    
      
        

      

      
        	1	 	Amount should combine principal together with
      accrued interest and breakage compensation, if any, to be paid by the
      Assignee, net of any portion of any upfront fee to be paid by the Assignor
      to the Assignee. It may be preferable in an appropriate case to specify
      these amounts generically or by formula rather than as a fixed
    sum.


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      SECTION
6.  NON-RELIANCE ON
ASSIGNOR.

    

     

    The
Assignor makes no representation or warranty in connection with, and shall have
no responsibility with respect to, the solvency, financial condition or
statements of the Borrower and the Guarantor, or the validity and enforceability
of the obligations of the Borrower in respect of the Credit Agreement or any
Note. The Assignee acknowledges that it has, independently and without reliance
on the Assignor, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and will continue to be responsible for making its own independent
appraisal of the business, affairs and financial condition of the
Borrower.

     

    
      SECTION
7.  SUCCESSORS AND
ASSIGNS.

    

     

    This
Agreement shall be binding upon, and inure to the benefit of the parties hereto
and their respective successor and assigns.

     

    
      SECTION
8.  GOVERNING
LAW

    

     

    This
Agreement shall be governed by and construed in accordance with the law of the
State of New York.

     

    
      SECTION
9.  COUNTERPARTS

    

     

    This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. Delivery of an executed counterpart of a signature page of
this Assignment by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment.

     

    IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed and delivered by their duly
authorized officers as of the date first above written.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SIGNATORIES

     

     

    [ASSIGNOR]

     

    By:
_________________________

    Title:
________________________

    


     

    [ASSIGNEE]

     

    
      By:
_________________________

      Title:
________________________

    

    


     

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

    as
Borrower

     

    
      By:
_________________________

      Title:
________________________


    

     

    CEMEX MÉXICO, S.A. de
C.V.,

    as
Guarantor

     

    
      By:
_________________________

      Title:
________________________


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	
                1 – ISDA
      Confirmation

              
	 
      	 
      
	 
      	
                1
      June 3, 2008

              
	 
      	 
      
	
                Centro
      Distribuidor de Cemento, S.A. de C.V.

              	 
      
	
                Ave.
      Constitución 444 Pte.

              	 
      
	
                64000
      Monterrey, Nuevo León, México

              	 
      
	 
      	
                Ref.
      No.: 4763342.25- 4763323.25

              


      

      


      Confirmation of a OTC Option
Transaction

       

      Dear Sirs:

       

      The
purpose of this letter agreement (this “Confirmation”) is to confirm the terms
and conditions of the transaction entered into between us on the Trade Date
specified below (the “Transaction”). This letter agreement constitutes a
“Confirmation” as referred to in the Agreement specified below.

      


      In
this Confirmation “Party A” means Banco Santander, S.A., Institución de Banca
Múltiple, Grupo Financiero Santander and “Party B” means Centro Distribuidor de
Cemento, S.A. de C.V.

      


      
        	 	
                1.
      The definitions and provisions contained in the 2002 ISDA Definitions
      Equity Derivatives Definitions (the “Equity Definitions”), as published by
      the International Swaps and Derivatives Association, Inc. are incorporated
      into this Confirmation. In the event of any inconsistency between the
      Equity Definitions and this Confirmation, this Confirmation will
      govern.

              


      

      


      This
Confirmation supplements, forms a part of, and is subject to the 1992 ISDA
Master Agreement (Multicurrency-Cross Border) dated as of October 12, 2000 (the
“Agreement”) between Party A and Party B, and all provisions contained in the
Agreement shall govern this Transaction except as expressly modified
below.

      


      
        	
                 
      

              	
                2.
      The terms of the particular Transaction to which this Confirmations
      relates are as follows:

              


      

      


      General
Terms:

      
        	
                Trade
      Date:

              	
                June
      3, 2008.

              
	 
      	 
      
	
                Effective
      Date:

              	
                Hedge
      Termination Date

              
	 
      	 
      
	
                Expiration
      Date:

              	
                June
      3, 2011

              
	 
      	 
      
	
                Hedging
      Period:

              	
                Each
      Exchange Business Day, from and including the Trade Date to but excluding
      an Exchange Business Day agreed by Party A and Party B (the “Hedge
      Termination Date”), provided that unless previously designated, the Hedge
      Termination Date shall automatically occur on July 1,
  2008.

              
	 	 
	
                If
      the Hedge Termination Date is previous to July 1, 2008, then Party A shall
      notify Party B of the Hedge Termination Date.

              
	 
      	 
      
	
                Initial
      Price:

              	
                 A
      price in USD, as notified by Party A to Party B on the Effective Date. The
      Initial Price shall include the commissions and the funding cost from the
      Trade Date to the end of the Hedging Period.

              
	 
      	 
      
	
                Calculation
      Agent:

              	
                Party
      A

              
	 
      	 
      
	
                Business
      Day:

              	
                Mexico
      City, New York City

              


      

      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Option
1:

       

      
        	
                Option
      Style:

              	
                European

              
	 
      	 
      
	
                Option
      Type:

              	
                Put

              
	 
      	 
      
	
                Seller:

              	
                Party
      B

              
	 
      	 
      
	
                Buyer:

              	
                Party
      A

              
	 
      	 
      
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	 
      	 
      
	
                Notional
      Amount:

              	
                USD
      83’333,333.33

              
	 
      	 
      
	
                Number
      of Options:

              	
                Notional
      Amount/Initial Price

              
	 
      	 
      
	
                Strike
      Price A:

              	
                1.15
      * Initial Price

              


      

      


      Premium
Payment Dates and Amounts:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                3,107,044.86

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                3,161,024.35

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                3,223,565.28

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                3,293,856.84

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                3,369,548.91

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                3,411,829.56

              	 
      


      

      


      Option
2:

      
        	
                Option
      Style:

              	
                European

              
	 
      	 
      
	
                Option
      Type:

              	
                Put

              
	 
      	 
      
	
                Seller:

              	
                Party
      A

              
	 
      	 
      
	
                Buyer:

              	
                Party
      B

              
	 
      	 
      
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	 
      	 
      
	
                Notional
      Amount:

              	
                USD
      83’333,333.33

              
	 
      	 
      
	
                Number
      of Options:

              	
                Notional
      Amount/Initial Price

              
	 
      	 
      
	
                Strike
      Price B:

              	
                0.775
      * Initial Price

              


      

      


      Premium
Payment Dates and Amounts:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                988,989.31

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                1,054,542.87

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                1,105,509.72

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                1,187,375.35

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                2,042,725.43

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                1,001,965.22

              	 
      


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Premium:

      Net
Premium Amounts:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                1,326,823.48

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                2,409,864.34

              	 
      


      

      


      
        	
                Procedure for
      Exercise:

              	 
      
	
                Exercise
      Date:

              	
                May
      20, 2011

              
	
                Latest
      Exercise Time:

              	
                3:00
      p.m Mexico City Time.

              
	
                Valuation
      Date :

              	 
      
	
                Valuation
      Date:

              	
                May
      20, 2011

              
	
                Valuation
      Time:

              	
                3:00
      p.m Mexico City Time.

              
	
                Settlement
      Terms:

              	 
      
	
                Settlement
      Method:

              	
                Cash
      Settlement

              
	
                Settlement
      Method Election:

              	
                Not
      Applicable

              
	
                Settlement
      Currency:

              	
                USD

              
	
                Settlement
      Price:

              	
                The
      product of (i) the weighted average per share price in USD at which Party
      A or its Affiliates sold Shares on the Exchange during any Unhedging Dates
      and (ii) 99.90%, provided that the spread between “Bloomberg VWAP” on
      Bloomberg page “CX US <equity> VAP” (or any successor thereto) and
      Settlement Price, shall not be wider than four cents.

              
	 
      	 
      
	
                Unhedging
      Dates

              	
                Each
      Exchange Business Day from and including May 20, 2011 to and including the
      third Exchange Business Day immediately prior to the Expiration Date,
      provided that if Market Disruption Event occurs on any Unhedging Date,
      Unhedging Dates shall be added (and the Expiration Date accordingly
      extended) until 10 Valuation Dates have occurred on which no Market
      Disruption Event has occurred.

              
	
                Cash
      Settlement Payment Date:

              	
                Expiration
      Date.

              
	
                Share
      Adjustments: .

              	 
      
	 
      	 
      
	
                Method
      of Adjustment:

              	
                Calculation
      Agent Adjustment

              
	 
      	 
      
	
                Dividends
      Payments:

              	 
      
	
                Dividend
      Payments (Cash or Shares)

              	
                In
      case that during the life of this Transaction the issuer of
      the

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                Shares
      pays a dividend, in cash or in shares, then the Strike Price, for each
      option, will be adjusted by the following formula:

              
	 
      	
                Strike
      Price Adjusted = Strike Price * (1-Dy)

              
	 
      	
                The
      Number of Options will be adjusted by inverse proportion that is mentioned
      above, that is:

              
	 
      	
                Number
      of Options Adjusted = Number of Options/ (1-Dy)

              
	 
      	
                Where:

              
	 
      	
                Dy
      is the dividend yield, which is calculated by the following
      formula:

              
	 
      	
                Dy=[(DIV)*(TC)]/[(1-DES)*Pr]

              
	 
      	
                Where:

              
	 
      	
                DIV,
      means Cash Dividend in USD for each Cemex CPO.

              
	 
      	
                TC,
      means the Exchange rate and shall be the rate of exchange to settle
      obligations denominated in foreign currency payable in México, published
      by Banco de México, at the date determined and approved by the
      Shareholders Assembly.

              
	 
      	
                Pr,
      means the price of Cemex CPO, determined and approved by the Board of
      Directors, taking to account the Mexican Stock Exchange “Bolsa Mexicana de
      Valores, S.A. de C.V.” (BMV) price of the Cemex CPO.

              
	 
      	
                DES,
      means the discount determined and approved by the Board of Directors for
      the Cemex CPO.

              
	 
      	
                Cemex
      CPO, means Certificados de Participación Ordinarios “Cemex
      CPO”

              
	 
      	
                In
      the event that during this Transaction, Cemex S.A.B. de C.V., determined
      to change the Dividend calculation method, then the Calculation Agent
      shall adjust in good faith and in a commercially reasonable manner the
      Dy.

              
	
                Extraordinary
      Events:

              	 
      
	 
      	
                In
      the event of a split or any other corporate act determined by Cemex,
      S.A.B. de C.V., the Strike Price and the Number of Options shall be
      adjusted by the Calculation Agent in similar terms as in the method
      established for the Dividend Payment.

              
	
                Additional Disruption
      Events:

              	 
      
	
                Non-Reliance:

              	
                Applicable

              
	 
      	 
      
	 
      	 
      


      

       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Additional
      Acknowledgments:

              	
                Applicable

              
	
                Governing
      Law:

              	
                As
      specified in the Agreement.

              
	 
      	 
      
	
                Account
      Details:

              	 
      
	
                Account
      for payments to Party A:

              	
                Mexican
      Pesos:

                Banco
      de México SPEUA

                Institution
      14

                Account
      227 700 014 5

                Swift:
      BMSXMXMM

                USD
      Dollars:

                JP
      Morgan Chase NY

                ABA
      021000021

                Swift:
      CHASUS33

                Account:
      400047144

                Beneficiary:
      Banco Santander, S.A., Institución de Banca Múltiple, Grupo Financiero
      Santander

              
	 
      	 
      
	
                Account
      for payment to Party B:

              	
                Citibank
      NA

              
	 
      	
                ABA
      021000089

              
	
                Swift:

              	
                CITIUS33

              
	
                Account:

              	
                36824503

              
	
                Beneficiary:

              	
                CEMEX
      México

              
	
                Offices:

              	 
      
	 
      	
                (a)
      The Office for notices of Party A for this Transaction is its Mexico City
      located at Prolongación Paseo de la Reforma 500, Colonia Lomas de Santa
      Fe, 01219, México, D.F.0020

              
	 
      	
                (b)
      The Office of Party B for this Transaction is Av. Constitución 444 Pte
      Col. Centro Monterrey, N.L. México C.P.
64000.

              


      

      


      Please
confirm that the foregoing correctly sets forth the terms of our agreement with
respect to the Option Transaction by signing in the space provide below and
sending to us a copy of the executed Confirmation. If you believe the foregoing
does not correctly reflect the terms of our agreement, please give us notice as
soon as possible of what you believe to be the necessary
corrections.

      


      [SIGNATURE
PAGES FOLLOW]

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      


      
        	 
      	
                /s/
      Beatriz Hernandez Diaz

              	 
      	
                /s/
      Rene Salvador Cadena Carreon

              	
                 

              
	 
      	
                Name:
      BEATRIZ HERNANDEZ DIAZ

                Title:
       Attorney in Fact

              	 
      	
                Name:  RENE
      SALVADOR CADENA CARREON

                Title: Attorney
      in Fact

              


      

      


      


      


      


      


      Confirmed
as of the date first above written:

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	 
      	
                Centro
      Distribuidor de Cemento, S.A. de C.V

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      Humberto Moreira

              	 
      
	 
      	
                Name:
      HUMBERTO MOREIRA

                Title:
      Attorney in Fact

              	 
      


      

      


      
 

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                2 – ISDA
      Confirmation

              
	 
      	 
      
	 
      	
                June
      5, 2008

              
	 
      	 
      
	
                Centro
      Distribuidor de Cemento, S.A. de C.V.

              	 
      
	
                Ave.
      Constitución 444 Pte.

              	 
      
	
                64000
      Monterrey, Nuevo León, México

              	 
      
	 
      	
                Ref.
      No.: 4763271.25 - 4763311.25

              


      

      


      Confirmation of a OTC Option
Transaction

       

      Dear
Sirs:

       

      The
purpose of this letter agreement (this “Confirmation”) is to confirm the terms
and conditions of the transaction entered into between us on the Trade Date
specified below (the “Transaction”). This letter agreement constitutes a
“Confirmation” as referred to in the Agreement specified below.

      


      In
this Confirmation “Party A” means Banco Santander, S.A., Institución de Banca
Múltiple, Grupo Financiero Santander and “Party B” means Centro Distribuidor de
Cemento, S.A. de C.V.

       

      
        	 	
                1.
      The definitions and provisions contained in the 2002 ISDA Definitions
      Equity Derivatives Definitions (the “Equity Definitions”), as published by
      the International Swaps and Derivatives Association, Inc. are incorporated
      into this Confirmation. In the event of any inconsistency between the
      Equity Definitions and this Confirmation, this Confirmation will
      govern.

              


      

      


      This
Confirmation supplements, forms a part of, and is subject to the 1992 ISDA
Master Agreement (Multicurrency-Cross Border) dated as of October 12, 2000 (the
“Agreement”) between Party A and Party B, and all provisions contained in the
Agreement shall govern this Transaction except as expressly modified
below.

      


      
        	
                 
      

              	
                2.
      The terms of the particular Transaction to which this Confirmations
      relates are as follows:

              


      

      


      General
Terms:

      
        	
                Trade
      Date:

              	
                June
      5, 2008.

              
	 
      	 
      
	
                Effective
      Date:

              	
                Hedge
      Termination Date

              
	 
      	 
      
	
                Expiration
      Date:

              	
                April
      4, 2011

              
	 
      	 
      
	
                Hedging
      Period:

              	
                Each
      Exchange Business Day, from and including the Trade Date to but excluding
      an Exchange Business Day agreed by Party A and Party B (the “Hedge
      Termination Date”), provided that unless previously designated, the Hedge
      Termination Date shall automatically occur on July 1,
  2008.

              
	 
      	 
      
	
                If
      the Hedge Termination Date is previous to July 1, 2008, then Party A shall
      notify Party B of the Hedge Termination Date.

              
	 
      	 
      
	
                Initial
      Price:

              	
                A
      price in USD, as notified by Party A to Party B on the Effective Date. The
      Initial Price shall include the commissions and the funding cost from the
      Trade Date to the end of the Hedging Period.

              
	 
      	 
      
	
                Calculation
      Agent:

              	
                Party
      A

              
	 
      	 
      
	
                Business
      Day:

              	
                Mexico
      City, New York City.

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Option
1:

      


      
        	
                Option
      Style:

              	
                European

              
	 
      	 
      
	
                Option
      Type:

              	
                Put

              
	 
      	 
      
	
                Seller:

              	
                Party
      B

              
	 
      	 
      
	
                Buyer:

              	
                Party
      A

              
	 
      	 
      
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	 
      	 
      
	
                Notional
      Amount

              	
                USD
      83’333,333.33

              
	 
      	 
      
	
                Number
      of Options:

              	
                Notional
      Amount / Initial Price

              
	 
      	 
      
	
                Strike
      Price A:

              	
                1.15
      * Initial Price

              
	 
      	 
      


      

      


      Premium
Payment Dates and Amounts:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                3,107,044.86

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                3,161,024.34

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                3,223,565.27

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                3,293,856.83

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                3,369,548.91

              	 
      


      

      


      Option
2:

      
        	
                Option
      Style:

              	
                European

              
	
                Option
      Type:

              	
                Put

              
	
                Seller:

              	
                Party
      A

              
	
                Buyer:

              	
                Party
      B

              
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	
                Notional
      Amount

              	
                USD
      83’333,333.33

              
	
                Number
      of Options:

              	
                Notional
      Amount / Initial Price

              
	
                Strike
      Price B:

              	
                0.775
      * Initial Price

              


      

      


      Premium
Payment Dates and Amounts:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                988,989.31

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                1,054,542.87

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                1,105,509.72

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                1,187,375.35

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                -
      330,970.79

              	 
      


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Premium:

      Net
Premium Amounts:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                3,700,519.70

              	 
      


      

      


      Procedure for
Exercise:                                           

      
        	
                Exercise
      Date:

              	
                March
      18, 2011

              
	
                Latest
      Exercise Time:

              	
                3:00
      p.m Mexico City Time.

              
	
                Valuation
      Date :

              	 
      
	
                Valuation
      Date:

              	
                March
      18, 2011

              
	
                Valuation
      Time:

              	
                3:00
      p.m Mexico City Time.

              
	
                Settlement
      Terms:

              	 
      
	
                Settlement
      Method:

              	
                Cash
      Settlement

              
	
                Settlement
      Method Election:

              	
                Not
      Applicable

              
	
                Settlement
      Currency:

              	
                USD

              
	
                Settlement
      Price:

              	
                The
      product of (i) the weighted average per share price in USD at which Party
      A or its Affiliates sold Shares on the Exchange during any Unhedging Dates
      and (ii) 99.90%, provided that the spread between “Bloomberg VWAP” on
      Bloomberg page “CX US <equity> VAP” (or any successor thereto) and
      Settlement Price, shall not be wider than four cents.

              
	
                Unhedging
      Date:

              	
                Each
      Exchange Business Day from and including March 18, 2011 to and including
      the third Exchange Business Day immediately prior to the Expiration Date,
      provided that if Market Disruption Event occurs on any Unhedging Date,
      Unhedging Dates shall be added (and the Expiration Date accordingly
      extended) until 10 Valuation Dates have occurred on which no Market
      Disruption Event has occurred.

              
	
                Cash
      Settlement Payment Date:

              	
                Expiration
      Date.

              
	
                Share
      Adjustments:

              	 
      
	
                Method
      of Adjustment:

              	
                Calculation
      Agent Adjustment

              
	
                Dividends
      Payments:

              	 
      
	
                Dividend
      Payments (Cash or Shares)

              	
                In
      case that during the life of this Transaction the issuer of
      the

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                Shares
      pays a dividend, in cash or in shares, then the Strike Price, for each
      option, will be adjusted by the following formula:

              
	 
      	
                Strike
      Price Adjusted = Strike Price * (1-Dy)

              
	 
      	
                The
      Number of Options will be adjusted by inverse proportion that is mentioned
      above, that is:

              
	 
      	
                Number
      of Options Adjusted = Number of Options/ (1-Dy)

              
	 
      	
                Where:

              
	 
      	
                Dy
      is the dividend yield, which is calculated by the following
      formula:

              
	 
      	
                Dy=[(DIV)*(TC)]/[(1-DES)*Pr]

              
	 
      	
                Where:

              
	 
      	
                DIV,
      means Cash Dividend in USD for each Cemex CPO.

              
	 
      	
                TC,
      means the Exchange rate and shall be the rate of exchange to settle
      obligations denominated in foreign currency payable in México, published
      by Banco de México, at the date determined and approved by the
      Shareholders Assembly.

              
	 
      	
                Pr,
      means the price of Cemex CPO, determined and approved by the Board of
      Directors, taking to account the Mexican Stock Exchange “Bolsa Mexicana de
      Valores, S.A. de C.V.” (BMV) price of the Cemex CPO.

              
	 
      	
                DES,
      means the discount determined and approved by the Board of Directors for
      the Cemex CPO.

              
	 
      	
                Cemex
      CPO, means Certificados de Participación Ordinarios “Cemex
      CPO”

              
	 
      	
                In
      the event that during this Transaction, Cemex S.A.B. de C.V., determined
      to change the Dividend calculation method, then the Calculation Agent
      shall adjust in good faith and in a commercially reasonable manner the
      Dy.

              
	 
      	 
      
	
                Extraordinary
      Events:

              	 
      
	 
      	
                In
      the event of a split or any other corporate act determined by Cemex,
      S.A.B. de C.V., the Strike Price and the Number of Options shall be
      adjusted by the Calculation Agent in similar terms as in the method
      established for the Dividend Payment.

              
	 
      	 
      
	
                Additional Disruption
      Events:

              	 
      
	
                Non-Reliance:

              	
                Applicable

              


      

      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Additional
      Acknowledgments:

              	
                Applicable

              
	
                Governing
      Law:

              	
                As
      specified in the Agreement.

              
	
                Account
      Details:

              	 
      
	
                Account
      for payments to Party A:

              	
                Mexican
      Pesos:

                Banco
      de México SPEUA

                Institution
      14

                Account
      227 700 014 5

                Swift:
      BMSXMXMM

                USD
      Dollars:

                JP
      Morgan Chase NY

                ABA
      021000021

                Swift:
      CHASUS33

                Account:
      400047144

                Beneficiary:
      Banco Santander, S.A., Institución de Banca Múltiple, Grupo Financiero
      Santander

              
	 
      	 
      
	
                Account
      for payment to Party B:

              	
                Citibank
      NA

                ABA
      021000089

                Swift:
      CITIUS33

                Account:
      36824503

                Beneficiary:
      CEMEX México

              
	
                Offices:

              	 
      
	 
      	
                (a)
      The Office for notices of Party A for this Transaction is its Mexico City
      located at Prolongación Paseo de la Reforma 500, Colonia Lomas de Santa
      Fe, 01219, México, D.F.

              
	 
      	
                (b)
      The Office of Party B for this Transaction is Av. Constitución 444 Pte
      Col. Centro Monterrey, N.L. México C.P.
64000.

              


      

      


      Please
confirm that the foregoing correctly sets forth the terms of our agreement with
respect to the Option Transaction by signing in the space provide below and
sending to us a copy of the executed Confirmation. If you believe the foregoing
does not correctly reflect the terms of our agreement, please give us notice as
soon as possible of what you believe to be the necessary
corrections.

      [SIGNATURE
PAGES FOLLOW]

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      


      
        	 
      	
                /s/
      Beatriz Hernandez Diaz

              	 
      	
                /s/
      Rene Salvador Cadena Carreon

              	
                 

              
	 
      	
                Name:
      BEATRIZ HERNANDEZ DIAZ

                Title:
       Attorney in Fact

              	 
      	
                Name:  RENE
      SALVADOR CADENA CARREON

                Title: Attorney
      in Fact

              


      

      


      


      


      


      Confirmed
as of the date first above written:

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	 
      	
                Centro
      Distribuidor de Cemento, S.A. de C.V

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      Humberto Moreira

              	 
      
	 
      	
                Name:
      HUMBERTO MOREIRA

                Title:
      Attorney in Fact

              	 
      


      

      


      


      


      


      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                3 – ISDA
      Confirmation

              
	 
      	 
      
	 
      	
                1
      June 5, 2008

              
	 
      	 
      
	
                Centro
      Distribuidor de Cemento, S.A. de C.V.

              	 
      
	
                Ave.
      Constitución 444 Pte.

              	 
      
	
                64000
      Monterrey, Nuevo León, México

              	 
      
	 
      	
                Ref.
      No.: 4763375.25 - 4763392.25

              


      

      


      Confirmation of a OTC Option
Transaction

       

      Dear Sirs:

       

      The
purpose of this letter agreement (this “Confirmation”) is to confirm the terms
and conditions of the transaction entered into between us on the Trade Date
specified below (the “Transaction”). This letter agreement constitutes a
“Confirmation” as referred to in the Agreement specified below.

      


      In
this Confirmation “Party A” means Banco Santander, S.A., Institución de Banca
Múltiple, Grupo Financiero Santander and “Party B” means Centro Distribuidor de
Cemento, S.A. de C.V.

       

      
        	 	
                1.
      The definitions and provisions contained in the 2002 ISDA Definitions
      Equity Derivatives Definitions (the “Equity Definitions”), as published by
      the International Swaps and Derivatives Association, Inc. are incorporated
      into this Confirmation. In the event of any inconsistency between the
      Equity Definitions and this Confirmation, this Confirmation will
      govern.

              


      

      


      This
Confirmation supplements, forms a part of, and is subject to the 1992 ISDA
Master Agreement (Multicurrency-Cross Border) dated as of October 12, 2000 (the
“Agreement”) between Party A and Party B, and all provisions contained in the
Agreement shall govern this Transaction except as expressly modified
below.

      


      
        	
                 
      

              	
                2.
      The terms of the particular Transaction to which this Confirmations
      relates are as follows:

              


      

      


      General
Terms:

      


      
        	
                Trade
      Date:

              	
                June
      5, 2008.

              
	 
      	 
      
	
                Effective
      Date:

              	
                Hedge
      Termination Date

              
	 
      	 
      
	
                Expiration
      Date:

              	
                June
      3, 2011

              
	 
      	 
      
	
                Hedging
      Period:

              	
                Each
      Exchange Business Day, from and including the Trade Date to but excluding
      an Exchange Business Day agreed by Party A and Party B (the “Hedge
      Termination Date”), provided that unless previously designated, the Hedge
      Termination Date shall automatically occur on July 1,
  2008.

              
	 
      	 
      
	
                If
      the Hedge Termination Date is previous to July 1, 2008, then Party A shall
      notify Party B of the Hedge Termination Date.

              
	 
      	 
      
	
                Initial
      Price:

              	
                A
      price in USD, as notified by Party A to Party B on the Effective Date. The
      Initial Price shall include the commissions and the funding cost from the
      Trade Date to the end of the Hedging Period.

              
	 
      	 
      
	
                Calculation
      Agent:

              	
                Party
      A

              
	 
      	 
      
	
                Business
      Day:

              	
                Mexico
      City, New York City.

              


      

      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Option
      1:

              	 
      
	 
      	 
      
	
                Option
      Style:

              	
                European

              
	 
      	 
      
	
                Option
      Type:

              	
                 Put

              
	 
      	 
      
	
                Seller:

              	
                 Party
      B

              
	 
      	 
      
	
                Buyer:

              	
                 Party
      A

              
	 
      	 
      
	
                Shares:

              	
                 The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	 
      	 
      
	
                Notional
      Amount

              	
                USD
      83’333,333.33

              
	 
      	 
      
	
                Number
      of Options:

              	
                Notional
      Amount / Initial Price

              
	 
      	 
      
	
                Strike
      Price A:

              	
                1.15
      * Initial Price

              
	 
      	 
      


      

      Premium
Payment Dates and Amounts:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                3,107,044.86

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                3,161,024.35

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                3,223,565.28

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                3,293,856.84

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                3,369,548.91

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                3,411,829.56

              	 
      


      

      


      
        	
                Option
      2:

              	 
      
	
                Option
      Style:

              	
                European

              
	
                Option
      Type:

              	
                Put

              
	
                Seller:

              	
                Party
      A

              
	
                Buyer:

              	
                Party
      B

              
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	 
      	 
      
	
                Notional
      Amount

              	
                USD
      83’333,333.33

              
	 
      	 
      
	
                Number
      of Options:

              	
                Notional
      Amount / Initial Price

              
	 
      	 
      
	
                Strike
      Price B:

              	
                0.775
      * Initial Price

              
	 
      	 
      
	
                Premium
      Payment Dates and Amounts:

              


      

      


      
        	 
      	
                30-Dic-08

              	
                USD

              	
                988,989.31

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                1,054,542.87

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                1,105,509.72

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                1,187,375.35

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                2,042,725.43

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                1,001,965.22

              	 
      


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Premium:

      Net
Premium Amounts:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                1,326,823.48

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                2,409,864.34

              	 
      


      

      


      
        	
                Procedure for
      Exercise:

              	 
      
	
                Exercise
      Date:

              	
                May
      20, 2011

              
	
                Latest
      Exercise Time:

              	
                3:00
      p.m Mexico City Time.

              
	
                Valuation
      Date :

              	 
      
	
                Valuation
      Date:

              	
                May
      20, 2011

              
	
                Valuation
      Time:

              	
                3:00
      p.m Mexico City Time.

              
	
                Settlement
      Terms:

              	 
      
	
                Settlement
      Method:

              	
                Cash
      Settlement

              
	
                Settlement
      Method Election:

              	
                Not
      Applicable

              
	
                Settlement
      Currency:

              	
                USD

              
	
                Settlement
      Price:

              	
                The
      product of (i) the weighted average per share price in USD at which Party
      A or its Affiliates sold Shares on the Exchange during any Unhedging Dates
      and (ii) 99.90%, provided that the spread between “Bloomberg VWAP” on
      Bloomberg page “CX US <equity> VAP” (or any successor thereto) and
      Settlement Price, shall not be wider than four cents.

              
	 
      	 
      
	
                Unhedging
      Dates

              	
                Each
      Exchange Business Day from and including May 20, 2011 to and including the
      third Exchange Business Day immediately prior to the Expiration Date,
      provided that if Market Disruption Event occurs on any Unhedging Date,
      Unhedging Dates shall be added (and the Expiration Date accordingly
      extended) until 10 Valuation Dates have occurred on which no Market
      Disruption Event has occurred.

              
	
                Cash
      Settlement Payment Date:

              	
                Expiration
      Date.

              
	 
      	 
      
	
                Share
      Adjustments:

              	 
      
	
                Method
      of Adjustment:

              	
                Calculation
      Agent Adjustment

              
	
                Dividends
      Payments:

              	 
      
	
                Dividend
      Payments (Cash or Shares)

              	
                In
      case that during the life of this Transaction
  the

              


      

      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                issuer
      of the Shares pays a dividend, in cash or in shares, then the Strike
      Price, for each option, will be adjusted by the following
      formula:

              
	 
      	
                Strike
      Price Adjusted = Strike Price * (1-Dy)

              
	 
      	
                The
      Number of Options will be adjusted by inverse proportion that is mentioned
      above, that is:

              
	 
      	
                Number
      of Options Adjusted = Number of Options/ (1-Dy)

              
	 
      	
                Where:

              
	 
      	
                Dy
      is the dividend yield, which is calculated by the following
      formula:

              
	 
      	
                Dy=[(DIV)*(TC)]/[(1-DES)*Pr]

              
	 
      	
                Where:

              
	 
      	
                DIV,
      means Cash Dividend in USD for each Cemex CPO.

              
	 
      	
                TC,
      means the Exchange rate and shall be the rate of exchange to settle
      obligations denominated in foreign currency payable in México, published
      by Banco de México, at the date determined and approved by the
      Shareholders Assembly.

              
	 
      	
                Pr,
      means the price of Cemex CPO, determined and approved by the Board of
      Directors, taking to account the Mexican Stock Exchange “Bolsa Mexicana de
      Valores, S.A. de C.V.” (BMV) price of the Cemex CPO.

              
	 
      	
                DES,
      means the discount determined and approved by the Board of Directors for
      the Cemex CPO.

              
	 
      	
                Cemex
      CPO, means Certificados de Participación Ordinarios “Cemex
      CPO”

              
	 
      	
                In
      the event that during this Transaction, Cemex S.A.B. de C.V., determined
      to change the Dividend calculation method, then the Calculation Agent
      shall adjust in good faith and in a commercially reasonable manner the
      Dy.

              
	
                Extraordinary
      Events:

              	 
      
	 
      	
                In
      the event of a split or any other corporate act determined by Cemex,
      S.A.B. de C.V., the Strike Price and the Number of Options shall be
      adjusted by the Calculation Agent in similar terms as in the method
      established for the Dividend Payment.

              
	
                Additional Disruption
      Events:

              	 
      
	
                Non-Reliance:

              	
                Applicable

              
	 
      	 
      


      

      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Additional
      Acknowledgments: Applicable

              
	
                Governing
      Law: As specified in the Agreement.

              
	
                Account
      Details:

              	 
      
	
                Account
      for payments to Party A: Mexican Pesos:

              
	 
      	
                Banco
      de México SPEUA

                Institution
      14

                Account
      227 700 014 5

                Swift:
      BMSXMXMM

                USD
      Dollars:

                JP
      Morgan Chase NY

                ABA
      021000021

                Swift:
      CHASUS33

                Account:
      400047144

                Beneficiary:
      Banco Santander, S.A., Institución de Banca Múltiple, Grupo Financiero
      Santander

                Account
      for payment to Party B: Citibank NA

                ABA
      021000089

                Swift:
      CITIUS33

                Account:
      36824503

                Beneficiary:
      CEMEX México

              
	 
      	 
      
	
                Offices:

              	 
      
	 
      	
                (a)
      The Office for notices of Party A for this Transaction is its Mexico City
      located at Prolongación Paseo de la Reforma 500,
      Colonia Lomas de Santa Fe, 01219, México, D.F.

              
	 
      	
                (b)
      The Office of Party B for this Transaction is Av. Constitución 444 Pte
      Col. Centro Monterrey, N.L. México C.P.
64000.

              


      

      


      Please
confirm that the foregoing correctly sets forth the terms of our agreement with
respect to the Option Transaction by signing in the space provide below and
sending to us a copy of the executed Confirmation. If you believe the foregoing
does not correctly reflect the terms of our agreement, please give us notice as
soon as possible of what you believe to be the necessary
corrections.

      [SIGNATURE
PAGES FOLLOW

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	 
      	
                /s/
      Beatriz Hernandez Diaz

              	 
      	
                /s/
      Rene Salvador Cadena Carreon

              	
                 

              
	 
      	
                Name:
      BEATRIZ HERNANDEZ DIAZ

                Title:
       Attorney in Fact

              	 
      	
                Name:  RENE
      SALVADOR CADENA CARREON

                Title: Attorney
      in Fact

              


      

      


      


      


      


      Confirmed
as of the date first above written:

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	 
      	
                Centro
      Distribuidor de Cemento, S.A. de C.V

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      Humberto Moreira

              	 
      
	 
      	
                Name:
      HUMBERTO MOREIRA

                Title:
      Attorney in Fact

              	 
      


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	
                4 – ISDA
      Confirmation

              
	 
      	 
      
	 
      	
                1
      June 5, 2008

              
	 
      	 
      
	
                Centro
      Distribuidor de Cemento, S.A. de C.V.

              	 
      
	
                Ave.
      Constitución 444 Pte.

              	 
      
	
                64000
      Monterrey, Nuevo León, México

              	 
      
	 
      	
                Ref.
      No.: 4763438.25 - 4763454.25

              


      

      


      Confirmation of a OTC Option
Transaction

       

      Dear Sirs:

       

      The
purpose of this letter agreement (this “Confirmation”) is to confirm the terms
and conditions of the transaction entered into between us on the Trade Date
specified below (the “Transaction”). This letter agreement constitutes a
“Confirmation” as referred to in the Agreement specified below.

      


      In
this Confirmation “Party A” means Banco Santander, S.A., Institución de Banca
Múltiple, Grupo Financiero Santander and “Party B” means Centro Distribuidor de
Cemento, S.A. de C.V.

       

      
        	 	
                1.
      The definitions and provisions contained in the 2002 ISDA Definitions
      Equity Derivatives Definitions (the “Equity Definitions”), as published by
      the International Swaps and Derivatives Association, Inc. are incorporated
      into this Confirmation. In the event of any inconsistency between the
      Equity Definitions and this Confirmation, this Confirmation will
      govern.

              


      

      


      This
Confirmation supplements, forms a part of, and is subject to the 1992 ISDA
Master Agreement (Multicurrency-Cross Border) dated as of October 12, 2000 (the
“Agreement”) between Party A and Party B, and all provisions contained in the
Agreement shall govern this Transaction except as expressly modified
below.

      


      
        	
                 
      

              	
                2.
      The terms of the particular Transaction to which this Confirmations
      relates are as follows:

              


      

      


      
        	
                General
      Terms:

              	 
      
	 
      	 
      
	
                Trade
      Date:

              	
                 June
      5, 2008.

              
	 
      	 
      
	
                Effective
      Date:

              	
                Hedge
      Termination Date

              
	 
      	 
      
	
                Expiration
      Date:

              	
                August
      3, 2011

              
	 
      	 
      
	
                Hedging
      Period:

              	
                Each
      Exchange Business Day, from and including the Trade Date to but excluding
      an Exchange Business Day agreed by Party A and Party B (the “Hedge
      Termination Date”), provided that unless previously designated, the Hedge
      Termination Date shall automatically occur on July 1,
  2008.

              
	 
      	 
      
	
                If
      the Hedge Termination Date is previous to July 1, 2008, then Party A shall
      notify Party B of the Hedge Termination Date.

              
	 
      	 
      
	
                Initial
      Price:

              	
                A
      price in USD, as notified by Party A to Party B on the Effective Date. The
      Initial Price shall include the commissions and the funding cost from the
      Trade Date to the end of the Hedging Period.

              
	 
      	 
      
	
                Calculation
      Agent:

              	
                Party
      A

              
	 
      	 
      
	
                Business
      Day:

              	
                Mexico
      City, New York City.

              


      

      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Option
      1:

              	 
      
	
                Option
      Style:

              	
                European

              
	 
      	 
      
	
                Option
      Type:

              	
                Put

              
	 
      	 
      
	
                Seller:

              	
                Party
      B

              
	 
      	 
      
	
                Buyer:

              	
                Party
      A

              
	 
      	 
      
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	 
      	 
      
	
                Notional
      Amount

              	
                USD
      83’333,333.33

              
	 
      	 
      
	
                Number
      of Options:

              	
                Notional
      Amount / Initial Price

              
	 
      	 
      
	
                Strike
      Price A:

              	
                1.15
      * Initial Price

              
	 
      	 
      
	
                Premium
      Payment Dates and Amounts:

              


      

      


      
        	 
      	
                30-Dic-08

              	
                USD

              	
                3,107,044.86

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                3,161,024.35

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                3,223,565.28

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                3,293,856.84

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                3,369,548.91

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                3,411,829.56

              	 
      


      

      


      
        	
                Option
      2:

              	 
      
	
                Option
      Style:

              	
                European

              
	
                Option
      Type:

              	
                Put

              
	
                Seller:

              	
                Party
      A

              
	
                Buyer:

              	
                Party
      B

              
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	 
      	 
      
	
                Notional
      Amount

              	
                USD
      83’333,333.33

              
	
                Number
      of Options:

              	
                Notional
      Amount / Initial Price

              
	
                Strike
      Price B:

              	
                0.775
      * Initial Price

              
	 
      	 
      
	
                Premium
      Payment Dates and Amounts:

              


      

      


      
        	 
      	
                30-Dic-08

              	
                USD

              	
                988,989.31

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                1,054,542.87

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                1,105,509.72

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                1,187,375.35

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                2,042,725.43

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                1,001,965.22

              	 
      


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Premium:

      Net
Premium Amount:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                1,326,823.48

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                2,409,864.34

              	 
      


      

      


      
        	
                Procedure for
      Exercise:

              	 
      
	
                Exercise
      Date: 

              	July
      20, 2011
	Latest
      Exercise Time: 	
                3:00
      p.m Mexico City Time.

              
	
                Valuation
      Date :

              	 
      
	
                Valuation
      Date: 

              	July
      20, 2011
	Valuation
      Time: 	
                3:00
      p.m Mexico City Time.

              
	
                Settlement
      Terms:

              	 
      
	
                Settlement
      Method: 

              	Cash
      Settlement
	Settlement
      Method Election: 	
                Not
      Applicable

              
	
                Settlement
      Currency: 

              	USD
	
                Settlement
      Price:

              	
                The
      product of (i) the weighted average per share price in USD at which Party
      A or its Affiliates sold Shares on the Exchange during any Unhedging Dates
      and (ii) 99.90%, provided that the spread between “Bloomberg VWAP” on
      Bloomberg page “CX US <equity> VAP” (or any successor thereto) and
      Settlement Price, shall not be wider than four cents.

              
	
                The
      Settlement Price

              	 
      
	
                Unhedging
      Dates

              	
                Each
      Exchange Business Day from and including July 20, 2011 to and including
      the third Exchange Business Day immediately prior to the Expiration Date,
      provided that if Market Disruption Event occurs on any Unhedging Date,
      Unhedging Dates shall be added (and the Expiration Date accordingly
      extended) until 10 Valuation Dates have occurred on which no Market
      Disruption Event has occurred.

              
	
                Cash
      Settlement Payment Date: Expiration Date

              
	
                Share
      Adjustments:

              	 
      
	
                Method
      of Adjustment:

              	
                Calculation
      Agent Adjustment

              


      

      


      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Dividends
      Payments:

              	 
      
	
                Dividend
      Payments (Cash or Shares)

              	
                In
      case that during the life of this Transaction issuer of the Shares pays a
      dividend, in cash or in shares, then the Strike Price, for each option,
      will be adjusted by the following formula:

              
	 
      	
                Strike
      Price Adjusted = Strike Price * (1-Dy)

              
	 
      	
                The
      Number of Options will be adjusted by inverse proportion that is mentioned
      above, that is:

              
	 
      	
                Number
      of Options Adjusted = Number of Options/ (1-Dy)

              
	 
      	
                Where:

              
	 
      	
                Dy
      is the dividend yield, which is calculated by the following
      formula:

              
	 
      	
                Dy=[(DIV)*(TC)]/[(1-DES)*Pr]

              
	 
      	
                Where:

              
	 
      	
                DIV,
      means Cash Dividend in USD for each Cemex CPO.

              
	 
      	
                TC,
      means the Exchange rate and shall be the rate of exchange to settle
      obligations denominated in foreign currency payable in México, published
      by Banco de México, at the date determined and approved by the
      Shareholders Assembly.

              
	 
      	
                Pr,
      means the price of Cemex CPO, determined and approved by the Board of
      Directors, taking to account the Mexican Stock Exchange “Bolsa Mexicana de
      Valores, S.A. de C.V.” (BMV) price of the Cemex CPO.

              
	 
      	
                DES,
      means the discount determined and approved by the Board of Directors for
      the Cemex CPO.

              
	 
      	
                Cemex
      CPO, means Certificados de Participación Ordinarios “Cemex
      CPO”

              
	 
      	
                In
      the event that during this Transaction, Cemex S.A.B. de C.V., determined
      to change the Dividend calculation method, then the Calculation Agent
      shall adjust in good faith and in a commercially reasonable manner the
      Dy.

              
	
                Extraordinary
      Events:

              	 
      
	 
      	
                In
      the event of a split or any other corporate act determined by Cemex,
      S.A.B. de C.V., the Strike Price and the Number of Options shall be
      adjusted by the Calculation Agent in similar terms as in the method
      established for the Dividend Payment.

              
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Additional Disruption
      Events:

              	 
      
	
                Non-Reliance:

              	
                Applicable

              
	
                Additional
      Acknowledgments:

              	
                Applicable

              
	
                Governing
      Law:

              	
                As
      specified in the Agreement.

              
	
                Account
      Details:

              	 
      
	
                Account
      for payments to Party A: Mexican Pesos:

              
	 
      	
                Banco
      de México SPEUA

                Institution
      14

                Account
      227 700 014 5

                Swift:
      BMSXMXMM

                USD
      Dollars:

                JP
      Morgan Chase NY

                ABA
      021000021

                Swift:
      CHASUS33

                Account:
      400047144

                Beneficiary:
      Banco Santander, S.A., Institución de Banca Múltiple, Grupo Financiero
      Santander

                Account
      for payment to Party B: Citibank NA

                ABA
      021000089

                Swift:
      CITIUS33

                Account:
      36824503

                Beneficiary:
      CEMEX México

              
	 
      	 
      
	
                Offices:

              	 
      
	 
      	
                (a)
      The Office for notices of Party A for this Transaction is its Mexico City
      located at Prolongación Paseo de la Reforma 500, Colonia Lomas de Santa
      Fe, 01219, México, D.F.

              
	 
      	
                (b)
      The Office of Party B for this Transaction is Av. Constitución 444 Pte
      Col. Centro Monterrey, N.L. México C.P.
64000.

              


      

      


      


      Please
confirm that the foregoing correctly sets forth the terms of our agreement with
respect to the Option Transaction by signing in the space provide below and
sending to us a copy of the executed Confirmation. If you believe the foregoing
does not correctly reflect the terms of our agreement, please give us notice as
soon as possible of what you believe to be the necessary
corrections.

      [SIGNATURE
PAGES FOLLOW]

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	 
      	
                /s/
      Beatriz Hernandez Diaz

              	 
      	
                /s/
      Rene Salvador Cadena Carreon

              	
                 

              
	 
      	
                Name:
      BEATRIZ HERNANDEZ DIAZ

                Title:
       Attorney in Fact

              	 
      	
                Name:  RENE
      SALVADOR CADENA CARREON

                Title: Attorney
      in Fact

              


      

      


      


      


      


      Confirmed
as of the date first above written:

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	 
      	
                Centro
      Distribuidor de Cemento, S.A. de C.V

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      Humberto Moreira

              	 
      
	 
      	
                Name:
      HUMBERTO MOREIRA

                Title:
      Attorney in Fact

              	 
      


      

      


      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                5 – ISDA
      Confirmation

              
	 
      	 
      
	 
      	
                1
      June 3, 2008

              
	 
      	 
      
	
                Centro
      Distribuidor de Cemento, S.A. de C.V.

              	 
      
	
                Ave.
      Constitución 444 Pte.

              	 
      
	
                64000
      Monterrey, Nuevo León, México

              	 
      
	 
      	
                Ref.
      No.: 4763217.25 - 4763238.25

              


      

      


      Confirmation of a OTC Option
Transaction

       

      Dear Sirs:

      The
purpose of this letter agreement (this “Confirmation”) is to confirm the terms
and conditions of the transaction entered into between us on the Trade Date
specified below (the “Transaction”). This letter agreement constitutes a
“Confirmation” as referred to in the Agreement specified below.

      


      In
this Confirmation “Party A” means Banco Santander, S.A., Institución de Banca
Múltiple, Grupo Financiero Santander and “Party B” means Centro Distribuidor de
Cemento, S.A. de C.V.

       

      
        	 	
                1.
      The definitions and provisions contained in the 2002 ISDA Definitions
      Equity Derivatives Definitions (the “Equity Definitions”), as published by
      the International Swaps and Derivatives Association, Inc. are incorporated
      into this Confirmation. In the event of any inconsistency between the
      Equity Definitions and this Confirmation, this Confirmation will
      govern.

              


      

      


      This
Confirmation supplements, forms a part of, and is subject to the 1992 ISDA
Master Agreement (Multicurrency-Cross Border) dated as of October 12, 2000 (the
“Agreement”) between Party A and Party B, and all provisions contained in the
Agreement shall govern this Transaction except as expressly modified
below.

      


      
        	
                 
      

              	
                2.
      The terms of the particular Transaction to which this Confirmations
      relates are as follows:

              


      

      


      
        	
                General
      Terms:

              	 
      
	 
      	 
      
	
                Trade
      Date:

              	
                June
      3, 2008.

              
	 
      	 
      
	
                Effective
      Date:

              	
                Hedge
      Termination Date

              
	 
      	 
      
	
                Expiration
      Date:

              	
                April
      4, 2011

              
	 
      	 
      
	
                Hedging
      Period:

              	
                Each
      Exchange Business Day, from and including the Trade Date to but excluding
      an Exchange Business Day agreed by Party A and Party B (the “Hedge
      Termination Date”), provided that unless previously designated, the Hedge
      Termination Date shall automatically occur on July 1,
  2008.

              
	 
      	 
      
	
                If
      the Hedge Termination Date is previous to July 1, 2008, then Party A shall
      notify Party B of the Hedge Termination Date.

              
	 
      	 
      
	
                Initial
      Price:

              	
                A
      price in USD, as notified by Party A to Party B on the Effective Date. The
      Initial Price shall include the commissions and the funding cost from the
      Trade Date to the end of the Hedging Period.

              
	 
      	 
      
	
                Calculation
      Agent:

              	
                Party
      A

              
	 
      	 
      
	
                Business
      Day:

              	
                Mexico
      City, New York City.

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Option
      1:

              	 
      
	 
      	 
      
	
                Option
      Style:

              	
                European

              
	 
      	 
      
	
                Option
      Type:

              	
                Put

              
	 
      	 
      
	
                Seller:

              	
                Party
      B

              
	 
      	 
      
	
                Buyer:

              	
                Party
      A

              
	 
      	 
      
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	 
      	 
      
	
                Notional
      Amount:

              	
                USD
      83’333,333.33

              
	 
      	 
      
	
                Number
      of Options:

              	
                Notional
      Amount /Initial Price

              
	 
      	 
      
	
                Strike
      Price A:

              	
                1.15
      * Initial Price

              
	 
      	 
      
	
                Premium
      Payment Dates and Amounts:

              


      

      


      
        	 
      	
                30-Dic-08

              	
                USD

              	
                3,107,044.86

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                3,161,024.34

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                3,223,565.27

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                3,293,856.83

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                3,369,548.91

              	 
      


      

      


      
        	
                Option
      2:

              	 
      
	
                Option
      Style:

              	
                European

              
	
                Option
      Type:

              	
                Put

              
	
                Seller:

              	
                Party
      A

              
	
                Buyer:

              	
                Party
      B

              
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	
                Notional
      Amount:

              	
                USD
      83’333,333.33

              
	
                Number
      of Options:

              	
                Notional
      Amount/Initial Price

              
	
                Strike
      Price B:

              	
                0.775
      * Initial Price

              
	 
      	 
      
	
                Premium
      Payment Dates and Amounts:

              


      

      


      
        	 
      	
                30-Dic-08

              	
                USD

              	
                988,989.31

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                1,054,542.87

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                1,105,509.72

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                1,187,375.35

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                -
      330,970.79

              	 
      


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Premium:

      Net
Premium Amounts:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                3,700,519.70

              	 
      


      

      


      
        	
                Procedure for
      Exercise:

              	 
      
	
                Exercise
      Date:

              	
                March
      18, 2011

              
	
                Latest
      Exercise Time:

              	
                3:00
      p.m Mexico City Time.

              
	
                Valuation
      Date :

              	 
      
	
                Valuation
      Date:

              	
                March
      18, 2011

              
	
                Valuation
      Time:

              	
                3:00
      p.m Mexico City Time.

              
	
                Settlement
      Terms:

              	 
      
	
                Settlement
      Method:

              	
                Cash
      Settlement

              
	
                Settlement
      Method Election:

              	
                Not
      Applicable

              
	
                Settlement
      Currency:

              	
                USD

              
	
                Settlement
      Price:

              	
                The
      product of (i) the weighted average per share price in USD at which Party
      A or its Affiliates sold Shares on the Exchange during any Unhedging Dates
      and (ii) 99.90%, provided that the spread between “Bloomberg VWAP” on
      Bloomberg page “CX US <equity> VAP” (or any successor thereto) and
      Settlement Price, shall not be wider than four cents.

              
	
                Unhedging
      Date:

              	
                Each
      Exchange Business Day from and including March 18, 2011 to and including
      the third Exchange Business Day immediately prior to the Expiration Date,
      provided that if Market Disruption Event occurs on any Unhedging Date,
      Unhedging Dates shall be added (and the Expiration Date accordingly
      extended) until 10 Valuation Dates have occurred on which no Market
      Disruption Event has occurred.

              
	
                Cash
      Settlement Payment Date:

              	
                Expiration
      Date.

              
	
                Share
      Adjustments:

              	 
      
	
                Method
      of Adjustment: Calculation Agent Adjustment

              	 
      
	
                Dividends
      Payments:

              	 
      
	
                Dividend
      Payments (Cash or Shares)

              	
                In
      case that during the life of this Transaction the issuer of
      the

              


      

      


      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                Shares
      pays a dividend, in cash or in shares, then the Strike Price, for each
      option, will be adjusted by the following formula:

              
	 
      	
                Strike
      Price Adjusted = Strike Price * (1-Dy)

              
	 
      	
                The
      Number of Options will be adjusted by inverse proportion that is mentioned
      above, that is:

              
	 
      	
                Number
      of Options Adjusted = Number of Options/ (1-Dy)

              
	 
      	
                Where:

              
	 
      	
                Dy
      is the dividend yield, which is calculated by the following
      formula:

              
	 
      	
                Dy=[(DIV)*(TC)]/[(1-DES)*Pr]

              
	 
      	
                Where:

              
	 
      	
                DIV,
      means Cash Dividend in USD for each Cemex CPO.

              
	 
      	
                TC,
      means the Exchange rate and shall be the rate of exchange to settle
      obligations denominated in foreign currency payable in México, published
      by Banco de México, at the date determined and approved by the
      Shareholders Assembly.

              
	 
      	
                Pr,
      means the price of Cemex CPO, determined and approved by the Board of
      Directors, taking to account the Mexican Stock Exchange “Bolsa Mexicana de
      Valores, S.A. de C.V.” (BMV) price of the Cemex CPO.

              
	 
      	
                DES,
      means the discount determined and approved by the Board of Directors for
      the Cemex CPO.

              
	 
      	
                Cemex
      CPO, means Certificados de Participación Ordinarios “Cemex
      CPO”

              
	 
      	
                In
      the event that during this Transaction, Cemex S.A.B. de C.V., determined
      to change the Dividend calculation method, then the Calculation Agent
      shall adjust in good faith and in a commercially reasonable manner the
      Dy.

              
	
                Extraordinary
      Events:

              	 
      
	 
      	
                In
      the event of a split or any other corporate act determined by Cemex,
      S.A.B. de C.V., the Strike Price and the Number of Options shall be
      adjusted by the Calculation Agent in similar terms as in the method
      established for the Dividend Payment.

              
	
                Additional Disruption
      Events:

              	 
      
	
                Non-Reliance:

              	
                Applicable

              
	 
      	 
      


      

      


      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Additional
      Acknowledgments:

              	
                Applicable

              
	
                Governing
      Law:

              	
                As
      specified in the Agreement.

              
	
                Account
      Details:

              	 
      
	
                Account
      for payments to Party A: Mexican Pesos:

              
	 
      	
                Banco
      de México SPEUA

                Institution
      14

                Account
      227 700 014 5

                Swift:
      BMSXMXMM

                USD
      Dollars:

                JP
      Morgan Chase NY

                ABA
      021000021

                Swift:
      CHASUS33

                Account:
      400047144

                Beneficiary:
      Banco Santander, S.A., Institución de Banca Múltiple, Grupo Financiero
      Santander

                Account
      for payment to Party B: Citibank NA

                ABA
      021000089

                Swift:
      CITIUS33

                Account:
      36824503

                Beneficiary:
      CEMEX México

              
	 
      	 
      
	
                Offices:

              	 
      
	 
      	
                (a)
      The Office for notices of Party A for this Transaction is its Mexico City
      located at Prolongación Paseo de la Reforma 500, Colonia Lomas de Santa
      Fe, 01219, México, D.F.

              
	 
      	
                (b)
      The Office of Party B for this Transaction is Av. Constitución 444 Pte
      Col. Centro Monterrey, N.L. México C.P.
64000.

              


      

      


      Please
confirm that the foregoing correctly sets forth the terms of our agreement with
respect to the Option Transaction by signing in the space provide below and
sending to us a copy of the executed Confirmation. If you believe the foregoing
does not correctly reflect the terms of our agreement, please give us notice as
soon as possible of what you believe to be the necessary
corrections.

      [SIGNATURE
PAGES FOLLOW]

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	 
      	
                /s/
      Beatriz Hernandez Diaz

              	 
      	
                /s/
      Rene Salvador Cadena Carreon

              	
                 

              
	 
      	
                Name:
      BEATRIZ HERNANDEZ DIAZ

                Title:
       Attorney in Fact

              	 
      	
                Name:  RENE
      SALVADOR CADENA CARREON

                Title: Attorney
      in Fact

              


      

      


      


      


      


      Confirmed
as of the date first above written:

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	 
      	
                Centro
      Distribuidor de Cemento, S.A. de C.V

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      Humberto Moreira

              	 
      
	 
      	
                Name:
      HUMBERTO MOREIRA

                Title:
      Attorney in Fact

              	 
      


      

      


      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                6 – ISDA
      Confirmation

              
	 
      	 
      
	 
      	
                1
      June 3, 2008

              
	 
      	 
      
	
                Centro
      Distribuidor de Cemento, S.A. de C.V.

              	 
      
	
                Ave.
      Constitución 444 Pte.

              	 
      
	
                64000
      Monterrey, Nuevo León, México

              	 
      
	 
      	
                Ref.
      No.: 4763415.25 - 4763431.25

              


      

      


      Confirmation of a OTC Option
Transaction

       

      Dear Sirs:

       

      The
purpose of this letter agreement (this “Confirmation”) is to confirm the terms
and conditions of the transaction entered into between us on the Trade Date
specified below (the “Transaction”). This letter agreement constitutes a
“Confirmation” as referred to in the Agreement specified below.

      


      In
this Confirmation “Party A” means Banco Santander, S.A., Institución de Banca
Múltiple, Grupo Financiero Santander and “Party B” means Centro Distribuidor de
Cemento, S.A. de C.V.

       

      
        	 	
                1.
      The definitions and provisions contained in the 2002 ISDA Definitions
      Equity Derivatives Definitions (the “Equity Definitions”), as published by
      the International Swaps and Derivatives Association, Inc. are incorporated
      into this Confirmation. In the event of any inconsistency between the
      Equity Definitions and this Confirmation, this Confirmation will
      govern.

              


      

      


      This
Confirmation supplements, forms a part of, and is subject to the 1992 ISDA
Master Agreement (Multicurrency-Cross Border) dated as of October 12, 2000 (the
“Agreement”) between Party A and Party B, and all provisions contained in the
Agreement shall govern this Transaction except as expressly modified
below.

      


      
        	
                 
      

              	
                2.
      The terms of the particular Transaction to which this Confirmations
      relates are as follows:

                 

              


      

      
        	
                General
      Terms:

              	 
      
	
                Trade
      Date:

              	
                 June
      3, 2008.

              
	
                Effective
      Date:

              	
                Hedge
      Termination Date

              
	
                Expiration
      Date:

              	
                August
      3, 2011

              
	
                Hedging
      Period:

              	
                Each
      Exchange Business Day, from and including the Trade Date to but excluding
      an Exchange Business Day agreed by Party A and Party B (the “Hedge
      Termination Date”), provided that unless previously designated, the Hedge
      Termination Date shall automatically occur on July 1,
  2008.

              
	 
      	 
      
	
                If
      the Hedge Termination Date is previous to July 1, 2008, then Party A shall
      notify Party B of the Hedge Termination Date.

              
	 
      	 
      
	
                Initial
      Price:

              	
                A
      price in USD, as notified by Party A to Party B on the Effective Date. The
      Initial Price shall include the commissions and the funding cost from the
      Trade Date to the end of the Hedging Period.

              
	
                Calculation
      Agent:

              	
                Party
      A

              
	
                Business
      Day:

              	
                Mexico
      City, New York City

              


      

      


      


      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Option
      1:

              	 
      
	
                Option
      Style:

              	
                European

              
	
                Option
      Type:

              	
                Put

              
	
                Seller:

              	
                Party
      B

              
	
                Buyer:

              	
                Party
      A

              
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	
                Notional
      Amount

              	
                USD
      83’333,333.33

              
	
                Number
      of Options:

              	
                Notional
      Amount / Initial Price

              
	
                Strike
      Price A:

              	
                1.15
      * Initial Price

              
	
                Premium
      Payment Dates and Amounts:

              


      

      


      


      
        	 
      	
                30-Dic-08

              	
                USD

              	
                3,107,044.86

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                3,161,024.35

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                3,223,565.28

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                3,293,856.84

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                3,369,548.91

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                3,411,829.56

              	 
      


      

      


      
        	
                Option
      2:

              	 
      
	
                Option
      Style:

              	
                European

              
	 
      	 
      
	
                Option
      Type:

              	
                Put

              
	 
      	 
      
	
                Seller:

              	
                Party
      A

              
	 
      	 
      
	
                Buyer:

              	
                Party
      B

              
	 
      	 
      
	
                Shares:

              	
                The
      American Depositary Shares (ADS ́s) related to common stock of Cemex,
      S.A.B. de C.V. (Ticker Symbol: Bloomberg CX US)

              
	 
      	 
      
	
                Notional
      Amount

              	
                USD
      83’333,333.33

              
	 
      	 
      
	
                Number
      of Options:

              	
                Notional
      Amount / Initial Price

              
	 
      	 
      
	
                Strike
      Price B:

              	
                0.775
      * Initial Price

              
	 
      	 
      
	
                Premium
      Payment Dates and Amounts:

              


      

      


      
        	 
      	
                30-Dic-08

              	
                USD

              	
                988,989.31

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                1,054,542.87

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                1,105,509.72

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                1,187,375.35

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                2,042,725.43

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                1,001,965.22

              	 
      


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Premium:

      Net
Premium Amounts:

      
        	 
      	
                30-Dic-08

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-09

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-09

              	
                USD

              	
                2,118,055.56

              	 
      
	 
      	
                30-Jun-10

              	
                USD

              	
                2,106,481.48

              	 
      
	 
      	
                30-Dic-10

              	
                USD

              	
                1,326,823.48

              	 
      
	 
      	
                29-Apr-11

              	
                USD

              	
                2,409,864.34

              	 
      


      

      


      
        	
                Procedure for
      Exercise:

              	 
      
	
                Exercise
      Date:

              	
                July
      20, 2011

              
	
                Latest
      Exercise Time:

              	
                3:00
      p.m Mexico City Time.

              
	
                Valuation
      Date :

              	 
      
	
                Valuation
      Date:

              	
                July
      20, 2011

              
	
                Valuation
      Time:

              	
                3:00
      p.m Mexico City Time.

              
	
                Settlement
      Terms:

              	 
      
	
                Settlement
      Method:

              	
                Cash
      Settlement

              
	
                Settlement
      Method Election:

              	
                Not
      Applicable

              
	
                Settlement
      Currency:

              	
                USD

              
	
                Settlement
      Price:

              	
                The
      product of (i) the weighted average per share price in USD at which Party
      A or its Affiliates sold Shares on the Exchange during any Unhedging Dates
      and (ii) 99.90%, provided that the spread between “Bloomberg VWAP” on
      Bloomberg page “CX US <equity> VAP” (or any successor thereto) and
      Settlement Price, shall not be wider than four cents.

              
	
                Unhedging
      Dates

              	
                Each
      Exchange Business Day from and including July 20, 2011 to and including
      the third Exchange Business Day immediately prior to the Expiration Date,
      provided that if Market Disruption Event occurs on any Unhedging Date,
      Unhedging Dates shall be added (and the Expiration Date accordingly
      extended) until 10 Valuation Dates have occurred on which no Market
      Disruption Event has occurred.

              
	
                Cash
      Settlement Payment Date:

              	
                Expiration
      Date

              
	
                Share
      Adjustments:

              	 
      
	
                Method
      of Adjustment:

              	
                Calculation
      Agent Adjustment

              
	
                Dividends
      Payments:

              	 
      
	
                Dividend
      Payments (Cash or Shares)

              	
                In
      case that during the life of this Transaction the issuer of
      the

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                Shares
      pays a dividend, in cash or in shares, then the Strike Price, for each
      option, will be adjusted by the following formula:

              
	 
      	
                Strike
      Price Adjusted = Strike Price * (1-Dy)

              
	 
      	
                The
      Number of Options will be adjusted by inverse proportion that is mentioned
      above, that is:

              
	 
      	
                Number
      of Options Adjusted = Number of Options/ (1-Dy)

              
	 
      	
                Where:

              
	 
      	
                Dy
      is the dividend yield, which is calculated by the following
      formula:

              
	 
      	
                Dy=[(DIV)*(TC)]/[(1-DES)*Pr]

              
	 
      	
                Where:

              
	 
      	
                DIV,
      means Cash Dividend in USD for each Cemex CPO.

              
	 
      	
                TC,
      means the Exchange rate and shall be the rate of exchange to settle
      obligations denominated in foreign currency payable in México, published
      by Banco de México, at the date determined and approved by the
      Shareholders Assembly.

              
	 
      	
                Pr,
      means the price of Cemex CPO, determined and approved by the Board of
      Directors, taking to account the Mexican Stock Exchange “Bolsa Mexicana de
      Valores, S.A. de C.V.” (BMV) price of the Cemex CPO.

              
	 
      	
                DES,
      means the discount determined and approved by the Board of Directors for
      the Cemex CPO.

              
	 
      	
                Cemex
      CPO, means Certificados de Participación Ordinarios “Cemex
      CPO”

              
	 
      	
                In
      the event that during this Transaction, Cemex S.A.B. de C.V., determined
      to change the Dividend calculation method, then the Calculation Agent
      shall adjust in good faith and in a commercially reasonable manner the
      Dy.

              
	
                Extraordinary
      Events:

              	 
      
	 
      	
                In
      the event of a split or any other corporate act determined by Cemex,
      S.A.B. de C.V., the Strike Price and the Number of Options shall be
      adjusted by the Calculation Agent in similar terms as in the method
      established for the Dividend Payment.

              
	
                Additional Disruption
      Events:

              	 
      
	
                Non-Reliance:

              	
                Applicable

              
	 
      	 
      


      

      


      


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                Additional
      Acknowledgments:

              	
                Applicable

              
	
                Governing
      Law:

              	
                As
      specified in the Agreement.

              
	
                Account
      Details:

              	 
      
	
                Account
      for payments to Party A: Mexican Pesos:

              
	 
      	
                Banco
      de México SPEUA

                Institution
      14

                Account
      227 700 014 5

                Swift:
      BMSXMXMM

                USD
      Dollars:

                JP
      Morgan Chase NY

                ABA
      021000021

                Swift:
      CHASUS33

                Account:
      400047144

                Beneficiary:
      Banco Santander, S.A., Institución de Banca Múltiple, Grupo Financiero
      Santander

                Account
      for payment to Party B: Citibank NA

                ABA
      021000089

                Swift:
      CITIUS33

                Account:
      36824503

                Beneficiary:
      CEMEX México

              
	 
      	 
      
	
                Offices:

              	 
      
	 
      	
                (a)
      The Office for notices of Party A for this Transaction is its Mexico City
      located at Prolongación Paseo de la Reforma 500, Colonia Lomas de Santa
      Fe, 01219, México, D.F.

              
	 
      	
                (b)
      The Office of Party B for this Transaction is Av. Constitución 444 Pte
      Col. Centro Monterrey, N.L. México C.P.
64000.

              


      

      


      Please
confirm that the foregoing correctly sets forth the terms of our agreement with
respect to the Option Transaction by signing in the space provide below and
sending to us a copy of the executed Confirmation. If you believe the foregoing
does not correctly reflect the terms of our agreement, please give us notice as
soon as possible of what you believe to be the necessary
corrections.

      [SIGNATURE
PAGES FOLLOW]

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        	 
      	
                /s/
      Beatriz Hernandez Diaz

              	 
      	
                /s/
      Rene Salvador Cadena Carreon

              	
                 

              
	 
      	
                Name:
      BEATRIZ HERNANDEZ DIAZ

                Title:
       Attorney in Fact

              	 
      	
                Name:  RENE
      SALVADOR CADENA CARREON

                Title: Attorney
      in Fact

              


      

      


      


      


      


      Confirmed
as of the date first above written:

       

       

       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      


      


      
        	 
      	
                Centro
      Distribuidor de Cemento, S.A. de C.V

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      Humberto Moreira

              	 
      
	 
      	
                Name:
      HUMBERTO MOREIRA

                Title:
      Attorney in Fact

              	 
      


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    
      Execution
Version

    

     

    FRAMEWORK
AGREEMENT

    


    THIS
FRAMEWORK AGREEMENT, dated as of June 25, 2008 (this "Framework
Agreement"), is
entered into by and among CEMEX, S.A.B. de C.V. (“CEMEX”), 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 CEMEX, the “Credit
Parties”), a
sociedad anónima de capital
variable
organized and existing pursuant to the laws of the United Mexican States, CENTRO
DISTRIBUIDOR DE CEMENTO, S.A. DE C.V., a sociedad anónima de capital
variable
organized and existing pursuant to the laws of the United Mexican States (the
"CEMEX Swap
Party"), BANCO
SANTANDER (MEXICO), S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO
SANTANDER (the "Swap
Counterparty") and
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. acting through its New York Branch (the
"Lender") (the
"Framework
Agreement").

    


    WHEREAS,
the CEMEX Swap Party and the Swap Counterparty are parties to an International
Swap Dealers Association Agreement dated February 14, 2003 pursuant to which the
parties have entered into a "Put Spread" transaction with a notional amount in
the aggregate of US$ 500,000,000.00 (as modified, amended or supplemented and in
effect from time to time, and including all schedules, annexes and Confirmations
(as defined therein) thereto, the "Swap
Transaction");
and

    


    WHEREAS,
the Credit Parties and the Lender are parties to the US$ 500,000,000.00 Credit
Agreement, dated June 25, 2008 (as modified, amended or supplemented and in
effect from time to time, the "Credit
Agreement");
and

    


    WHEREAS,
the Credit Parties wish to coordinate certain payment obligations of the Swap
Counterparty under the Swap Transaction with payment obligations of the Credit
Parties under the Credit Agreement;

     

    NOW,
THEREFORE, the parties hereto agree as follows:

     

    Section
1.  Defined
Terms.


     

    1.01  "Payment
Date" shall be June 30 and December 30 of each
year, beginning with December 30, 2008 and ending on, and including April 29,
2011. If the Payment Date falls on a date that is not a Business Day, such date
shall be deemed to be the immediately preceding Business Day.

     

    1.02  "Business
Day" means any day that is also a day for trading by and between banks in Dollar
deposits in the London interbank market, excluding Saturday, Sunday and any day
which is a legal holiday under the laws of the State of New York, USA or Mexico
City, Mexico, or is a day on which banking institutions located in New York or
Mexico are authorized or required by law or other governmental action to
close.

     

    1.03  "Dollar”
means the lawful currency of the United States of America.

     

    Section
2.  Payment Direction;
Application of Funds. Subject
to the terms in the Swap Transaction, on each Payment Date, the Swap
Counterparty shall make all payments required under the Swap Transaction to the
account of CEMEX listed below (the "Account"):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Execution
Version

    

     

     

    
      	Bank Name: 	 	         
      Citibank
      NA                             
      
	Bank ABA #:	 	         
      021000089                                 
      
	Swift :	 	         
      CITIUS33                                  
      
	Account #:	 	         
      36964215                                    
      
	Beneficiary: 	 	         
      CEMEX S.A.B. de
      C.V.            
      



     

    Section
3.  Application of
Funds. On each
Payment Date, CEMEX shall apply the funds in the Account toward its payment
obligations on such date to the Lender under the Credit Agreement. This
Framework Agreement and the arrangements described herein shall in no way affect
or modify the obligations of the Credit Parties under the Credit Agreement, or
the terms of such obligations set forth therein. The obligations of the Credit
Parties under the Credit Agreement shall be enforceable in accordance with their
terms regardless of the failure of any payment by the Swap Counterparty to make
payment, the insolvency of the Swap Counterparty or the absence of any funds to
the credit of the Account.

     

    Section
4.  Amendments. Nothing set forth herein
shall give the Lender or the Swap Counterparty any rights under the agreements
to which they are not party. For the avoidance of doubt, the Lender shall have
no rights with respect to the Swap Transaction and the Swap Counterparty shall
have no rights with respect to the Credit Agreement. Amendments to each of the
documents constituting the Swap Transaction shall be permitted only as set forth
therein.

     

    Section
5.  Miscellaneous. This Framework
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Framework Agreement by signing any such counterpart.
THIS FRAMEWORK AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW). Paragraph headings have been inserted in this
Framework Agreement as a matter of convenience for reference only and it is
agreed that such headings are not a part of this Framework Agreement and shall
not be used in the interpretation of any provision of this Framework Agreement.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WAIVER OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).

     

    


    [The
remainder of this page has been left blank intentionally.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Framework Agreement to be
executed and delivered by their respective officers thereunto duly
authorized.

    


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

     

    By:
/s/ Humberto Francisco
Lozano
Vargas                                                          


    Name: 
Humberto Francisco Lozano Vargas

    Title:   
Corporate Finance Officer

     

     

     

     

     

    
      [SIGNATURE PAGE - FRAMEWORK
AGREEMENT]


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CEMEX
MÉXICO, S.A. de C.V.

    


    


    By:
/s/ Humberto Francisco
Lozano
Vargas                                                          


    Name: 
Humberto Francisco Lozano Vargas

    Title:   
Corporate Finance Officer

     

     

     

     

     

    [SIGNATURE PAGE - FRAMEWORK
AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CENTRO
DISTRIBUIDOR DE CEMENTO, S.A. DE  C.V.

    


    


    By: /s/ Humberto Francisco
Lozano
Vargas                                                          


    Name: 
Humberto Francisco Lozano Vargas

    Title:   
Corporate Finance Officer

     

     

     

     

     

    
      [SIGNATURE PAGE - FRAMEWORK
AGREEMENT]


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BANCO
SANTANDER (MEXICO), S.A., INSTITUCIÓN DE  BANCA
MÚLTIPLE, GRUPO FINANCIERO
 SANTANDER

    


    


    By:
/s/ Alfonso Vazquez
Moreno                                                               
            


    Name:
Alfonso Vazquez Moreno

    Title:  
Attorney-in Fact

    


    


    BANCO
SANTANDER (MEXICO), S.A., INSTITUCIÓN DE  BANCA
MÚLTIPLE, GRUPO FINANCIERO
 SANTANDER

    


    


    By:
/s/ Francisco Mejia
Ortega                                                              
                 


    Name:
Francisco Mejia Ortega

    Title: 
Attorney-in Fact

     

     

     

     

     

    
      [SIGNATURE PAGE - FRAMEWORK
AGREEMENT]

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    Consented
to and Accepted by: 

    


    BANCO
BILBAO VIZCAYA ARGENTARIA, S.A. acting 

    through
its New York Branch, as the Lender

    


    


    By:
/s/ Rodolfo
Hare                                                            
                                     


    Name: 
Rodolfo Hare

    Title:   
Vice President, Global Corporate Banking

     

     

     

    
      By:
/s/ Cristian
Aguirre                                                                                             


      Name: 
Cristian Aguirre

      Title:   
Assistant Vice President, International Corporate Banking

    

     

     

     

     

     

    
      [SIGNATURE PAGE - FRAMEWORK
AGREEMENT]