EX-4.37



 Exhibit 4.37 

 

					
	



	 		 	CLIFFORD CHANCE LLP

 EXECUTION COPY 
 ANCILLARY AGREEMENT 
 DATED 17 SEPTEMBER 2012 

BETWEEN 
 CEMEX,
S.A.B. DE C.V. 
 AND 
 THE OBLIGORS 
 AND 

THE EXTINGUISHING CREDITORS 
 AND 
 CITIBANK INTERNATIONAL PLC 

ACTING FOR ITSELF AND AS ADMINISTRATIVE AGENT ON BEHALF OF THE 
 FINANCE PARTIES 
 AND 

CITIBANK INTERNATIONAL PLC 
 AS EXCHANGE AGENT 
  

 
 RELATING TO THE
FINANCING AGREEMENT 
 DATED 14 AUGUST 2009 (AS AMENDED ON 
 1 DECEMBER 2009, 18 MARCH 2010, 25 OCTOBER 2010, 
 13 APRIL 2011 AND 17
SEPTEMBER 2012) 
  
  

 







 CONTENTS 

 

							
	Clause	 	 	  	Page	 
			
	 1.
	 	 Definitions and Interpretation
	  	 	1	  
			
	 2.
	 	 Representations
	  	 	3	  
			
	 3.
	 	 Indemnity and Acknowledgement
	  	 	5	  
			
	 4.
	 	 Notification
	  	 	7	  
			
	 5.
	 	 Interest
	  	 	8	  
			
	 6.
	 	 Return of Promissory Notes, Enforcement and Indemnification with respect to
 Extinguishing Creditors receiving New HY Notes
	  	 	8	  
			
	 7.
	 	 Miscellaneous
	  	 	9	  
			
	 8.
	 	 Governing Law
	  	 	9	  
		
	 Schedule 1 The Obligors
	  	 	10	  
		
	 Schedule 2 The Remaining Participating Creditors
	  	 	12	  
		
	 Schedule 3 Affidavit of Loss
	  	 	17	  


  
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 THIS AGREEMENT is dated 17 September 2012 and made between: 

 

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

  

	(2)	THE SUBSIDIARIES of the Parent listed in Schedule 1 (The Obligors) as borrowers, issuers, guarantors and/or security providers (together with the Parent,
the “Obligors”); 

  

	(3)	THE ENTITIES named on the signing pages as extinguishing creditors (the “Original Extinguishing Creditors”); 


 

	(4)	CITIBANK INTERNATIONAL PLC, as administrative agent on behalf of the Finance Parties under the Financing Agreement (the “Administrative Agent”);
and 

  

	(5)	CITIBANK INTERNATIONAL PLC, for itself and as exchange agent (the “Exchange Agent”). 


WHEREAS 
  

	(A)	The parties have entered into the Amendment and Restatement Agreement and the Transaction Security (as defined in the Financing Agreement prior to its
amendment pursuant to the Amendment and Restatement Agreement) has been, or will be, released with effect from the Restatement Effective Time (as defined in the Amendment and Restatement Agreement). 


 

	(B)	The Extinguishing Creditors have agreed to unilaterally release and extinguish all of their claims and discharge all liabilities owed to them by any of the Obligors
under the Financing Agreement and the Finance Documents with respect to their Extinguished Exposures which will have the effect of extinguishing all rights and obligations of such Extinguishing Creditors in relation to the Obligors with respect to
their Extinguished Exposures in full. Upon such release, discharge and extinguishment becoming effective each Extinguishing Creditor will cease to be a Participating Creditor under the Financing Agreement with respect to its Extinguished Exposures.


  

	(C)	Upon the occurrence of the events referred to in paragraph (B) above, the Obligors agree and acknowledge that the Extinguishing Creditors will no longer be
Participating Creditors for the purpose of the Financing Agreement with respect to their Extinguished Exposures and that the remaining Participating Creditors under the Financing Agreement will be as listed in the Exposures Schedule.


 IT IS AGREED as follows: 
  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	Definitions 

 In this
Agreement: 
 “Acceptance Notices” has the meaning given to that term in the Invitation Memorandum. 

  
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 “Additional Extinguishing Creditors” means any Participating Creditor that
becomes a Creditor under (and as defined in) the New Facilities Agreement in accordance with Clause 25.11 (Acceding Creditors) of the New Facilities Agreement. 
 “Affidavit of Loss” means an affidavit of loss in favour of an Obligor (or the Parent on its behalf) from a New HY Note Recipient in relation to that New HY Note Recipient’s loss of
the relevant pagaré, promissory note or Existing USPP Note issued pursuant to the Financing Agreement or the Existing USPP Note Agreement, as the case may be, substantially in the form set out in Schedule 3 (Affidavit of Loss).

 “Amendment and Restatement Agreement” means the amendment and restatement agreement dated the same date as
this Agreement amending and restating the Financing Agreement. 
 “Derivatives Unwind Promissory Notes” has the
meaning given to that term in the New Facilities Agreement. 
 “Effective Date” has the meaning given to it in
the Amendment and Restatement Agreement. 
 “Effective Time” means the time at which a deemed utilisation of a
Facility (each as defined in the New Facilities Agreement) pursuant to Clause 3.4 (Deemed Utilisation) of the New Facilities Agreement occurs. 
 “Exchange Offer” has the meaning given to that term in the Invitation Memorandum. 
 “Existing Derivatives Unwind Promissory Note” has the meaning given to that term in the New Facilities Agreement. 
 “Extinguished Exposures” means the Exposures in respect of which Extinguishing Creditors have delivered Acceptance Notices accepting the Exchange Offer. 

“Extinguishing Creditors” means each Original Extinguishing Creditor and each Additional Extinguishing Creditor.

 “Exposures” has the meaning given to that term in the Financing Agreement. 

“Exposures Schedule” means the schedule delivered to each Creditor’s Representative in accordance with Clause 4
(Notification) of this Agreement in the form set out in Schedule 2 (The Remaining Participating Creditors) as updated from time to time to reflect the Extinguished Exposures of any Additional Extinguishing Creditors. 

“Financing Agreement” means the financing agreement dated 14 August 2009 and made between (amongst others)
(1) CEMEX, S.A.B. de C.V.; (2) the financial institutions and noteholders named therein in their capacity as Participating Creditors; (3) Citibank International plc, acting as Administrative Agent; and (4) Wilmington Trust
(London) Limited, acting as Security Agent, as amended on 1 December 2009, 18 March 2010, 25 October 2010 and 13 April 2011 and as amended by the Amendment and Restatement Agreement. 

  
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 “Invitation Memorandum” means the invitation memorandum to Participating
Creditors to participate in the Exchange Offer and/or consent request dated 5 July 2012, as such document may be amended or supplemented in accordance with its terms. 
 “New Facilities Agreement” means the facilities agreement dated on or about the date of this Agreement and made between (amongst others) (1) the Parent; (2) the financial
institutions and noteholders named therein in their capacity as Original Creditors (as defined therein); (3) Citibank International plc, acting as agent; and (4) Wilmington Trust (London) Limited, acting as security agent. 

“New HY Note” has the meaning given to that term in the Invitation Memorandum. 

“New HY Note Recipient” means an Extinguishing Creditor that has duly submitted an Acceptance Notice accepting the
Exchange Offer and subscribing for New HY Notes (in relation to which such Extinguishing Creditor has not been informed by the Exchange Agent that such Acceptance Notice has not been accepted) and which has received or is, subject to Clause 6
(Return of Promissory Notes, Enforcement and Indemnification with respect to Extinguishing Creditors Receiving New HY Notes), entitled to receive through the facilities of the Depository Trust Company, a New HY Note. 

“New USPP Note Agreement” has the meaning given to the term “USPP Note Agreement” in the New Facilities
Agreement. 
  

	1.2	Incorporation of defined terms 

  

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


 

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


 

	1.3	Clauses 

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

 

	1.4	Third party rights 


Except as otherwise expressly provided in this Agreement, a person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. 
  

	2.	REPRESENTATIONS 

 Each
Obligor makes the representations and warranties set out in this Clause 2 to each party to this Agreement. 

  
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	2.1	Status 

  

	 	(a)	It is a corporation or limited liability company, duly organised and validly existing under the laws and regulations of its jurisdiction of incorporation or formation
other than in the case of CEMEX International Finance Company which is a private company duly incorporated with unlimited liability under the laws and regulations of Ireland. 


 

	 	(b)	It has the power to own its assets and carry on its business as it is being conducted. 


 

	2.2	Binding Obligations 


Subject to the Legal Reservations, the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and
enforceable obligations. 
  

	2.3	Non-conflict with other obligations 

 The entry into and performance by it (or, in the case of paragraph (c) below, any Obligor) of, and the transactions contemplated by this Agreement do not and will not conflict with: 

 

	 	(a)	any law or regulation applicable to it or any judgment or other administrative or judicial order affecting it or binding upon it or any of its assets (including in
respect of CEMEX International Finance Company, section 60 of the Companies Act, 1963); 

  

	 	(b)	its constitutional documents; 

  

	 	(c)	the Finance Documents or any documentation relating to any publicly-issued securities binding upon it; or 


 

	 	(d)	any agreement or instrument binding upon it or any of its assets, in a manner or to an extent which would have or would be reasonably likely to have a Material Adverse
Effect. 

  

	2.4	Power and authority 

 It
has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement to which it is a party and the transactions contemplated by this Agreement. 

 

	2.5	Validity and admissibility in evidence 

 All Authorisations required or desirable: 
  

	 	(a)	to enable it to lawfully enter into, exercise its rights and comply with its obligations under this Agreement; and 


 

	 	(b)	to make this Agreement admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect.



  
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	2.6	Governing law, choice of forum and enforcement 

 Subject to the Legal Reservations: 
  

	 	(a)	the choice of governing law of this Agreement, will be recognised and enforced in its jurisdiction of incorporation; 


 

	 	(b)	the choice of the English courts set forth in this Agreement is a valid and enforceable choice of forum under any other applicable law; and 


 

	 	(c)	any judgment obtained in relation to this Agreement will be recognised and enforced in its jurisdiction of incorporation. 


 

	3.	INDEMNITY AND ACKNOWLEDGEMENT 

  

	3.1	Indemnity 

  

	 	(a)	The Parent and each of the Obligors jointly and severally agree, to indemnify and hold harmless each Extinguishing Creditor, the Administrative Agent, the Exchange
Agent and the Security Agent and each of their respective Affiliates and each of their and their Affiliates respective directors, officers, employees, agents, advisors and representatives (each being an “Indemnified Person”) from
and against any and all claims, damages, losses, liabilities, costs, legal expenses and other expenses (all together “Losses”) which have been incurred by or awarded against any Indemnified Person, in each case arising out of or in
connection with any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened by any person other than itself, its respective directors, officers, employees, agents, advisors or
representatives, in relation to the matters referred to in this Agreement and any Finance Document (including, without limitation, any breach by the Obligors of any provision of such documents) except to the extent such Losses or claims result from
gross negligence or wilful misconduct by that Indemnified Person. Any third party referred to in this Clause 3.1 may rely on this Clause 3.1. 

  

	 	(b)	The indemnity given pursuant to paragraph (a) above shall: 

  

	 	(i)	in the case of a Dutch Obligor or an Obligor incorporated in Spain, not extend to obligations the indemnification of which would cause the relevant Obligor to act in
breach of financial assistance legislation applicable to it under the laws of its jurisdiction of incorporation; and 

  

	 	(ii)	in the case of a Swiss Obligor, be subject to Clause 20.13 (Swiss guarantee limitation) of the Financing Agreement, as if references in that clause to
“this Agreement” are references to this Agreement. 


  
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	3.2	Recovery 

 There shall be
no double recovery by or on behalf of any Indemnified Person under this Agreement or any document entered into by such Indemnified Person with the Parent or any other member of the Group in connection with the Financing Agreement or any refinancing
of the Financing Agreement. 
  

	3.3	Acknowledgement 

  

	 	(a)	As of the Effective Time: 

  

	 	(i)	if any Extinguishing Creditor has duly submitted an Acceptance Notice accepting the Exchange Offer in respect of all its Exposures, it shall no longer be a
Participating Creditor for the purposes of the Finance Documents provided that nothing in this Agreement shall limit the right of such Extinguising Creditor to receive payment of accrued interest and Break Costs (if any) in respect of the
Extinguished Exposures of such Extinguishing Creditor up to but excluding the Effective Date pursuant to Clause 5 (Interest) of this Agreement; 

  

	 	(ii)	if any Extinguishing Creditor has arrangements in place with one or more Sub-Participants (as defined in the Invitation Memorandum) in the form in place as at
28 June 2012 which prevent it from submitting an Acceptance Notice accepting the Exchange Offer in respect of all of its Exposures and such Extinguishing Creditor has duly submitted an Acceptance Notice accepting the Exchange Offer in respect
of some of its Exposures, it shall no longer be a Participating Creditor in respect of such Extinguished Exposures for the purposes of the Finance Documents but shall remain a Participating Creditor in respect of all other Exposures, provided that
nothing in this Agreement shall limit the right of such Extinguishing Creditor to receive payment of accrued interest and Break Costs (if any) in respect of the Extinguished Exposures of such Extinguishing Creditor up to but excluding the Effective
Date pursuant to Clause 5 (Interest) of this Agreement; 

  

	 	(iii)	each Obligor hereby agrees to and acknowledges paragraphs (i) and (ii) above; 


 

	 	(iv)	the parties to this Agreement hereby confirm that the Extinguished Exposures of an Extinguishing Creditor, as applicable, under the Facilities shall, as contemplated by
an Acceptance Notice duly submitted by that Extinguishing Creditor, contemporaneously with the Effective Time (but no earlier), be unilaterally, irrevocably and unconditionally extinguished in full (the “Extinguishments”), and that
the obligations of each Obligor to that Extinguishing Creditor shall be discharged to the extent of such Extinguishments; 

  

	 	(v)	each party to this Agreement hereby agrees to and acknowledges paragraph (iv) above; 


  
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	 	(vi)	each party to this Agreement acknowledges and agrees that the Extinguishments shall not constitute a prepayment of any Facility or any Exposure and that the
“Utilisation” of the “Facilities” (each as defined in the New Facilities Agreement) under the New Facilities Agreement, the New USPP Note Agreement and the Derivatives Unwind Promissory Notes shall occur without any movement of
funds. 

  

	 	(b)	The Parent and the other Obligors hereby agree that with effect from the Effective Time they have no claims against any of the Extinguishing Creditors under or in
respect of the Finance Documents. 

  

	 	(c)	As of the Effective Time, to the extent that they correspond to all the Extinguished Exposures specified in the relevant Acceptance Notice, (i) all Secured
Obligations (or other similar term, as defined in any Finance Document) owed by the applicable Obligors to the Extinguishing Creditors (including without limitation all indebtedness and Secured Obligations (or other similar term, as defined in any
Finance Document) of any Obligor, as borrower or guarantor, at any time arising under or in respect of such Finance Document and any other Transaction Documents or Financing Documents (each as defined in the Invitation Memorandum) (or other similar
term, as defined in any Finance Document) shall, with respect to each Extinguishing Creditor, be deemed to be and shall have been released and discharged in full and (ii) all of the other covenants, agreements and obligations of any Obligors,
either as borrower or guarantor, owed to each Extinguishing Creditor or under which each Extinguishing Creditor has or had rights to enforce under any Finance Document and any other Transaction Documents or Financing Documents (each as defined in
the Invitation Memorandum) (or other similar term, as defined in any Finance Document) shall, with respect to each Extinguishing Creditor, automatically be released and terminated and cease to have any further effect, provided that such release and
discharge shall in no way limit the right to receive payment to accrued interest and break costs (if any) in respect of the Extinguished Exposures pursuant to Clause 5 (Interest) of this Agreement. 


 

	 	(d)	Each Extinguishing Creditor represents and warrants and undertakes that it has the power, capacity and authority to give the confirmations referred to in this Clause
3.3 (Acknowledgement) and that the Extinguishments will be effective against and binding on it. 

  

	4.	NOTIFICATION 

  

	4.1	Exchange Agent 

 The
Exchange Agent hereby agrees to deliver the Exposures Schedule to the Administrative Agent promptly following the Effective Time. 
  

	4.2	Administrative Agent 

 The
Administrative Agent hereby agrees to deliver the Exposures Schedule to the Creditors’ Representatives in respect of the Syndicated Bank Facilities promptly following receipt thereof. 

  
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	4.3	Creditor’s Representatives 

 The parties to this Agreement agree that the Creditor’s Representatives may rely on Clause 3.3 (Acknowledgement) of this Agreement and the Exposures Schedule in determining the Exposures of
the remaining Participating Creditors under the Financing Agreement. 
  

	5.	INTEREST 

  

	 	(a)	Each of the parties to this Agreement agrees that any accrued interest (including any default interest) and Break Costs (if any) payable to the Extinguishing Creditors
in respect of any Extinguished Exposures outstanding up to but excluding the Effective Date will be paid by the relevant Obligor as required by the terms of the relevant Finance Documents on or prior to the end of the then current Interest Period
(and for this purpose Break Costs will be calculated as if the extinguishment of the Extinguished Exposures had been a prepayment). 

  

	 	(b)	Any failure to pay such amounts in accordance with paragraph (a) above shall constitute an “Event of Default” (as defined in the New Facilities
Agreement) under Clause 24.1 (Non-payment) of the New Facilities Agreement unless such failure to pay is caused by an administrative error or technical difficulties within the banking system in relation to the transmission of funds and
payment is made within three Business Days of its due date. 

  

	6.	RETURN OF PROMISSORY NOTES, ENFORCEMENT AND INDEMNIFICATION WITH RESPECT TO EXTINGUISHING CREDITORS RECEIVING NEW HY NOTES 


 

	 	(a)	To the extent provided under each of its relevant Exposures under the Finacing Agreement, each New HY Note Recipient hereby agrees to deliver at or prior to the
Effective Time to the applicable Obligor (or the Parent on its behalf) or its designee each pagaré, promissory note, USPP Note or Existing Derivatives Unwind Promissory Note issued or transferred to such New HY Note Recipient with respect to
its relevant Exposures under the Financing Agreement or an Affidavit of Loss with respect to such pagaré, promissory note, USPP Note or Existing Derivatives Unwind Promissory Note, in each case which relates to the amount of New HY Notes that
such New HY Note Recipient is to receive as at the Effective Time. 

  

	 	(b)	An Obligor shall only be obliged to deliver through the facilities of the Depository Trust Company a New HY Note to a New HY Note Recipient upon receipt by such Obligor
(or the Parent on its behalf) or its designee of the pagaré or promissory note, USPP Note or Existing Derivatives Unwind Promissory Note issued or transferred to such New HY Note Recipient with respect to its relevant Exposures under the
Financing Agreement or an Affidavit of Loss. 

  

	 	(c)	Each New HY Note Recipient undertakes not to take any Enforcement Action (as defined in the Intercreditor Agreement) under, or in respect of, any pagaré or
promissory note, USPP Note or Existing Derivatives Unwind Promissory Note issued or transferred to such New HY Note Recipient with respect to its relevant Exposures under the Financing Agreement. 


  
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	 	(d)	Each New HY Note Recipient to whom a pagaré or promissory note, USPP Note or Existing Derivatives Unwind Promissory Note has been issued or transferred with
respect to its relevant Exposures under the Financing Agreement hereby agrees to indemnify and hold harmless the relevant Obligor and each of its successors and assigns, of and from any loss, damage or claim resulting from that New HY Note
Recipient’s loss, misplacement or transfer of such pagaré or promissory note, USPP Note or Existing Derivatives Unwind Promissory Note issued or transferred under the Financing Agreement. 


 

	 	(e)	For the avoidance of doubt, no New HY Note Recipient may claim under a pagaré, promissory note, USPP Note or Existing Derivatives Unwind Promissory Note issued
or transferred to such New HY Note Recipient with respect to its relevant Exposures under the Financing Agreement that have been exchanged for New HY Notes. 


 

	7.	MISCELLANEOUS 

  

	7.1	Incorporation of terms 


The provisions of Clause 34 (Notices), Clause 36 (Partial Invalidity), Clause 37 (Remedies and Waivers) and Clause 41
(Enforcement) of the Financing Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” or “the New Finance Documents” or
“any New Finance Document” are references to this Agreement. 
  

	7.2	Counterparts 

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

	8.	GOVERNING LAW 

 This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 
 This Agreement has been
entered into on the date stated at the beginning of this Agreement. 

  
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 SCHEDULE 1 
 THE OBLIGORS 
  

			
	 Name of Borrowers
	 	Registration number or equivalent
		
	 CEMEX, S.A.B. de C.V.
	 	CEM-880726-UZA
		
	 CEMEX España, S.A.
	 	A-46004214
		
	 New Sunward Holding B.V.
	 	34133556
		
	 CEMEX Materials LLC
	 	File# 4443303 (Delaware)
		
	 CEMEX Finance LLC
	 	File#: 3654572
		
	 Name of Guarantors
	 	Registration number or equivalent
		
	 CEMEX, S.A.B. de C.V.
	 	CEM-880726-UZA
		
	 CEMEX España, S.A.
	 	A-46004214
		
	 CEMEX México, S.A. de C.V.
	 	CME-820101-LJ4
		
	 CEMEX Concretos, S.A. de C.V.
	 	CCO-740918-9M1
		
	 Empresas Tolteca de México, S.A. de C.V.
	 	ETM-890720-DJ2
		
	 New Sunward Holding B.V.
	 	34133556
		
	 CEMEX Corp.
	 	File #: 2162255
		
	 CEMEX, Inc.
	 	Charter # 13000400D (Louisiana)
		
	 CEMEX Finance LLC
	 	File #: 3654572
		
	 Name of Security Providers
	 	Registration number or equivalent
		
	 CEMEX, S.A.B. de C.V.
	 	CEM-880726-UZA
		
	 CEMEX México, S.A. de C.V.
	 	CME-820101-LJ4


  
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	 Centro Distribuidor de Cemento, S.A. de C.V.
	 	CDC-960913-SK6
		
	 Empresas Tolteca de México, S.A. de C.V.
	 	ETM-890720-DJ2
		
	 Impra Café, S.A. de C.V.
	 	ICA-801002-5E8
		
	 Interamerican Investments, Inc.
	 	File #: 2252951
		
	 Mexcement Holdings, S.A. de C.V.
	 	MHO-010605-UDA
		
	 Corporación Gouda, S.A. de C.V.
	 	CGO-020124-4W0
		
	 New Sunward Holding B.V.
	 	34133556
		
	 CEMEX International Finance Company
	 	226652
		
	 CEMEX TRADEMARKS HOLDING Ltd.
	 	CH-035.3.029.636-0


  
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 SCHEDULE 2 
 THE REMAINING PARTICIPATING CREDITORS 
  

									
	 Obligation
	  	Exposure at the
Effective Time	 	  	Obligor	  	Guarantor
	Part I (Syndicated Facilities)	  				  		  	
				
	 CEMEX, S.A.B. de C.V. US$700,000,000
 (originally US$800,000,000) Credit Agreement dated
 23 June 2004 as
amended
	  	$	20,592,600.02	  	  	CEMEX, S.A.B. de
C.V.	  	CEMEX México,
S.A. de C.V.;
Empresas Tolteca de
México, S.A. de C.V.
				
	WELLS FARGO BANK NA, CHARLOTTE	  	$	20,592,600.02	  	  		  	
				
	 CEMEX, S.A.B. de C.V. US$1,200,000,000 Credit
 Agreement dated 31 May 2005 as amended
	  	$	43,146,400.03	  	  	CEMEX, S.A.B. de
C.V.	  	CEMEX México,
S.A. de C.V.;
Empresas Tolteca de
México, S.A. de C.V.
				
	WELLS FARGO BANK NA	  	$	43,146,400.03	  	  		  	
				
	 CEMEX España, S.A. US$2,300,000,000 RMC
 Revolving Facilities Agreement dated
 24 September 2004 as
amended
	  	$	35,534,492.50	  	  	CEMEX España,
S.A.	  	CEMEX España,
S.A.
				
	FACILITY B (Revolving Facility)	  	$	15,315,746.25	  	  	CEMEX España,
S.A.	  	CEMEX España,
S.A.
				
	BRED BANQUE POPULAIRE, PARIS	  	$	1,838,625.00	  	  		  	
				
	 CAISSE REGIONALE DE CREDIT AGRICOLE
 MUTUEL DE PARIS ET D’ILE-DE-FRANCE
	  	$	4,903,000.00	  	  		  	
				
	CENTROBANCA, MILAN	  	$	6,128,750.00	  	  		  	
				
	IKB DEUTSCHE INDUSTRIEBANK AG SPAIN	  	$	2,445,371.25	  	  		  	
				
	FACILITY C (Revolving Facility)	  	$	20,218,746.25	  	  	CEMEX España,
S.A.	  	CEMEX España,
S.A.
				
	BRED BANQUE POPULAIRE, PARIS	  	$	6,741,625.00	  	  		  	
				
	CENTROBANCA, MILAN	  	$	6,128,750.00	  	  		  	
				
	 CAISSE REGIONALE DE CREDIT AGRICOLE
 MUTUEL DE PARIS ET D’ILE-DE-FRANCE
	  	$	4,903,000.00	  	  		  	
				
	IKB DEUTSCHE INDUSTRIEBANK AG SPAIN	  	$	2,445,371.25	  	  		  	
				
	 CEMEX España, S.A. US$6,000,000,000
 (originally US$9,000,000,000) Rinker Acquisition
 Facilities Agreement dated
6 December, 2006 as
 amended
	  	$  

€
	58,598,944.57  

22,526,041.53
	    
   
	  	CEMEX España,
S.A.	  	N/A
				
	FACILITY B1	  	$	38,912,416.66	  	  	CEMEX España,
S.A.	  	N/A
				
	 CAISSE REGIONALE DE CREDIT AGRICOLE
 MUTUEL DE PARIS ET D’ILE-DE-France
	  	$	11,848,916.67	  	  		  	
				
	CENTROBANCA - BANCA DI CREDITO	  	$	17,160,499.98	  	  		  	
				
	SERENGETI ARUSHA BV	  	$	5,000,000.00	  	  		  	


  
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	 Obligation
	  	Exposure at the
Effective Time	 	  	Obligor	  	Guarantor
				
	 SOCIÉTÉ GÉNÉRALE PARIS
	  	$	4,903,000.01	  	  		  	
				
	 FACILITY B3
	  	€	6,166,364.83	  	  	CEMEX España,
S.A.	  	N/A
				
	 BRED BANQUE POPULAIRE
	  	€	6,166,364.83	  	  		  	
				
	 FACILITY C
	  	€
$	16,359,676.70
19,686,527.91	  
  	  	CEMEX España,
S.A.	  	N/A
				
		  	€	16,359,676.70	  	  		  	
				
	 BRED BANQUE POPULAIRE
	  	€	3,595,533.34	  	  		  	
				
	CAISSE REGIONALE DE CREDIT AGRICOLE MUTUEL DE PARIS ET D’ILE-DE-FRANCE	  	€	5,213,523.35	  	  		  	
				
	 CENTROBANCA - BANCA DI CREDITO
	  	€	7,550,620.01	  	  		  	
				
		  	$	19,686,527.91	  	  		  	
				
	 BRED BANQUE POPULAIRE
	  	$	3,227,808.33	  	  		  	
				
	CAISSE REGIONALE DE CREDIT AGRICOLE MUTUEL DE PARIS ET D’ILE-DE-FRANCE	  	$	4,680,322.09	  	  		  	
				
	 CENTROBANCA - BANCA DI CREDITO
	  	$	6,778,397.49	  	  		  	
				
	 SERENGETI ARUSHA BV
	  	$	5,000,000.00	  	  		  	
				
	New Sunward Holding B.V. US$700,000,000 Facilities Agreement dated 27 June 2005 (as amended)	  	$	11,889,775.00	  	  	NEW SUNWARD
HOLDING B.V.	  	CEMEX, S.A.B. de
C.V.; CEMEX
México, S.A. de
C.V.; Empresas
Tolteca de México
S.A. de C.V.
				
	 FACILITY B (Revolving Facility)
	  				  		  	
				
	 WELLS FARGO BANK, N.A.
	  	$	11,889,775.00	  	  		  	
				
	 Part II (US Private Placements)
	  				  		  	
				
	 US$882,407,495.57 Note Purchase Agreement
	  	$	326,058,061.37	  	  	CEMEX Finance
LLC	  	CEMEX España,
S.A.
				
	 Principal Life Insurance Company
	  	 	2,654,260.09	  	  		  	
				
	 Principal Life Insurance Company
	  	 	1,327,130.05	  	  		  	
				
	 Principal Life Insurance Company
	  	 	6,556,022.43	  	  		  	
				
	 Principal Life Insurance Company
	  	 	3,278,011.21	  	  		  	
				
	 Principal Life Insurance Company
	  	 	252,154.71	  	  		  	
				
	 Principal Life Insurance Company
	  	 	1,327,130.05	  	  		  	
				
	 Principal Life Insurance Company
	  	 	1,061,704.04	  	  		  	
				
	 Principal Life Insurance Company
	  	 	265,426.01	  	  		  	


  
 - 13 -










									
	 Obligation
	  	Exposure at the
Effective
Time	 	  	Obligor	  	Guarantor
				
	 Scottish Re (US)/Nationwide Insurance Co 1 Yr Trust
	  	 	530,852.02	  	  		  	
				
	 Scottish Re (US)/Nationwide Insurance Co 5 Yr Trust
	  	 	530,852.02	  	  		  	
				
	 Scottish Re (US)/Lincoln National, LTD.
	  	 	530,852.02	  	  		  	
				
	 RGA Reinsurance Company
	  	 	3,981,390.14	  	  		  	
				
	 Symetra Life Insurance Company
	  	 	5,308,520.18	  	  		  	
				
	 Symetra Life Insurance Company
	  	 	4,246,816.15	  	  		  	
				
	 Symetra Life Insurance Company
	  	 	2,654,260.09	  	  		  	
				
	 Scottish Re (US)
	  	 	530,852.02	  	  		  	
				
	 Western National Life Insurance Company
	  	 	7,962,780.27	  	  		  	
				
	 American General Life and Accident Insurance Company
	  	 	5,308,520.18	  	  		  	
				
	 United States Life Insurance Company in the City of New York
	  	 	6,370,224.22	  	  		  	
				
	 The Variable Annuity Life Insurance Co.
	  	 	18,579,820.64	  	  		  	
				
	 John Hancock Life Insurance Company
	  	 	22,561,210.78	  	  		  	
				
	 John Hancock Variable Life Insurance Company
	  	 	1,327,130.05	  	  		  	
				
	 New York Life Insurance and Annuity Corporation
	  	 	9,289,910.32	  	  		  	
				
	 New York Life Insurance and Annuity Corporation
	  	 	265,426.01	  	  		  	
				
	 New York Life Insurance Company
	  	 	16,987,264.58	  	  		  	
				
	 Monumental Life Insurance Company
	  	 	13,271,300.46	  	  		  	
				
	 Allied Irish Banks, p.l.c
	  	 	10,617,040.37	  	  		  	
				
	 Knights of Columbus
	  	 	5,308,520.18	  	  		  	
				
	 Knights of Columbus
	  	 	2,654,260.09	  	  		  	
				
	 The Ohio National Life Insurance Company
	  	 	5,308,520.18	  	  		  	
				
	 Prudential Retirement Insurance and Annuity Company
	  	 	2,941,800.00	  	  		  	
				
	 KANE & CO.
	  	 	1,961,200.00	  	  		  	
				
	 POND LAUNCH & CO.
	  	 	2,451,500.00	  	  		  	
				
	 BARCLAYS CAPITAL INC.
	  	 	1,470,900.00	  	  		  	
				
	 FERNWOOD FOUNDATION FUND LLC.
	  	 	274,568.00	  	  		  	
				
	 FERNWOOD ASSOCIATES LLC.
	  	 	1,578,766.00	  	  		  	
				
	 FERNWOOD RESTRUCTURINGS LIMITED
	  	 	1,578,766.00	  	  		  	
				
	 CUNA Mutual Insurance Society
	  	 	5,308,520.18	  	  		  	


  
 - 14 -










									
	 Obligation
	 	Exposure at the
Effective
Time	 	 	Obligor	 	Guarantor
				
	FERNWOOD FOUNDATION FUND LLC.	 	 	627,584.00	  	 		 	
				
	FERNWOOD ASSOCIATES LLC.	 	 	3,608,608.00	  	 		 	
				
	FERNWOOD RESTRUCTURINGS LIMITED	 	 	3,608,608.00	  	 		 	
				
	Prudential Insurance Company of America	 	 	1,348,325.00	  	 		 	
				
	Prudential Insurance Company of America	 	 	1,348,325.00	  	 		 	
				
	FERNWOOD FOUNDATION FUND LLC.	 	 	520,130.05	  	 		 	
				
	FERNWOOD ASSOCIATES LLC.	 	 	2,990,747.78	  	 		 	
				
	FERNWOOD RESTRUCTURINGS LIMITED	 	 	2,990,747.78	  	 		 	
				
	Prudential Insurance Company of America	 	 	13,752,095.23	  	 		 	
				
	Prudential Insurance Company of America	 	 	13,752,095.22	  	 		 	
				
	Principal Life Insurance Company	 	 	4,598,430.76	  	 		 	
				
	MSD Credit Opportunity Master Fund, L.P.	 	 	7,633,102.58	  	 		 	
				
	Insight LDI Solutions Plus PLC, in respect of the Insight High Yield Bond Fund	 	 	7,688,935.00	  	 		 	
				
	Ascend Partners Fund II LP	 	 	4,500,000.00	  	 		 	
				
	Ascend Partners Fund II BPO, LTD	 	 	1,736,825.12	  	 		 	
				
	Ascend Partners Fund I, LTD	 	 	500,000.00	  	 		 	
				
	Ascend Partners Fund II, LTD	 	 	2,500,000.00	  	 		 	
				
	FERNWOOD FOUNDATION FUND LLC.	 	 	1,750,000.00	  	 		 	
				
	FERNWOOD ASSOCIATES LLC.	 	 	4,500,000.00	  	 		 	
				
	FERNWOOD RESTRUCTURINGS LIMITED	 	 	3,750,000.00	  	 		 	
				
	Insight Investment Discretionary Funds ICVC, UK Corporate All Maturities Bond Fund	 	 	3,726,084.36	  	 		 	
				
	Insight Investment Discretionary Funds ICVC, UK Corporate Long Maturities Bond Fund	 	 	1,242,028.12	  	 		 	
				
	Insight Investment Discretionary Funds ICVC, UK Broad Market Bond Fund	 	 	931,521.09	  	 		 	
				
	Insight LDI Solutions Plus PLC, In Respect of the Insight Bonds Plus Fund	 	 	2,173,549.21	  	 		 	
				
	Absolute Insight Funds PLC, In Respect of the Absolute Insight Credit Fund	 	 	6,210,140.60	  	 		 	
				
	BNY Mellon Global Funds PLC, In Respect of the BNY Mellon Absolute Return Bond Fund	 	 	49,681.12	  	 		 	
				
	UBS Securities LLC	 	 	1,592,556.05	  	 		 	
				
	Ascend Partners Fund I, LTD	 	 	743,000.00	  	 		 	
				
	Ascend Partners Fund II LP	 	 	9,013,000.00	  	 		 	
				
	Ascend Partners Fund II, LTD	 	 	5,154,000.00	  	 		 	


  
 - 15 -










									
	 Obligation
	 	Exposure at the
Effective
Time	 	 	Obligor	 	Guarantor
				
	Ascend Partners Fund II BPO, LTD	 	 	2,775,610.99	  	 		 	
				
	Ascend Partners Fund II LP	 	 	10,684,000.01	  	 		 	
				
	Ascend Partners Fund II BPO, LTD.	 	 	3,045,376.68	  	 		 	
				
	Ascend Partners Fund I, LTD.	 	 	824,000.00	  	 		 	
				
	Ascend Partners Fund II, LTD.	 	 	5,619,000.00	  	 		 	
				
	Insight Investment Discretionary Funds ICVC, UK Corporate All Maturities Bond Fund	 	 	2,273,915.25	  	 		 	
				
	Insight Investment Discretionary Funds ICVC, UK Corporate Long Maturities Bond Fund	 	 	757,971.75	  	 		 	
				
	Insight Investment Discretionary Funds ICVC, UK Broad Market Bond Fund	 	 	568,478.81	  	 		 	
				
	Insight LDI Solutions Plus PLC, In Respect of the Insight Bonds Plus Fund	 	 	1,326,450.56	  	 		 	
				
	Insight LDI Solutions Plus PLC, in respect of the Insight High Yield Bond Fund	 	 	1,382,085.34	  	 		 	
				
	BNY Mellon Global Funds PLC, In Respect of the BNY Mellon Absolute Return Bond Fund	 	 	30,318.87	  	 		 	
				
	FERNWOOD FOUNDATION FUND LLC.	 	 	500,000.00	  	 		 	
				
	FERNWOOD ASSOCIATES LLC.	 	 	1,445,862.17	  	 		 	
				
	FERNWOOD RESTRUCTURINGS LIMITED	 	 	916,551.30	  	 		 	
				
	FERNWOOD ASSOCIATES LLC.	 	 	954,137.82	  	 		 	


  
 - 16 -









 SCHEDULE 3 
 AFFIDAVIT OF LOSS 
 AFFIDAVIT OF LOSS 

The undersigned, [INSERT LENDER], (the “Lender”) hereby certifies to [INSERT OBLIGOR] (the “Borrower”) as follows:

  

	1.	The Borrower has delivered a Note, dated [—], a copy of which is attached hereto (the “Promissory
Note”) to the Lender [in connection with the [INSERT AGREEMENT] dated as of [INSERT DATE]) (as amended, restated, supplemented or otherwise modified from time to time), among the Borrower,
[—], and the other financial institutions that are or may from time to time become a party thereto).]* 

  

	2.	The Lender has caused a diligent search of its files and vault to be made in order to find the Promissory Note and the Promissory Note has not been found. The
Promissory Note has been inadvertently lost, misplaced or destroyed. 

  

	3.	The Lender has taken no action to give or further pledge, sell, assign, transfer, endorse in blank or otherwise or in any other manner dispose of the Promissory Note to
any person, firm or corporation, nor has any record or correspondence been found which indicates that the Lender has entrusted the possession of the Promissory Note to any person, firm or corporation for safekeeping or for any other purpose.


  

	4.	The Lender hereby agrees to indemnify and hold harmless the Borrower, any Guarantor under the Promissory Note and their respective successors and assigns, of and from
any loss, damage or claim resulting from the Lender’s loss or misplacement of the Promissory Note. 

  

	5.	Insofar as this Certificate is executed before a foreign notary public, the Lender hereby agrees to docket this Certificate with an “Apostille” pursuant to
the Hague convention of 5 October 1961, if requested by the Borrower in connection with a judicial action undertaken by the Borrower to cancel or replace the Promissory Note. 


 

	6.	The Lender hereby agrees that if the Promissory Note is subsequently found by the Lender or come into the Lender’s possession, the Lender will immediately
surrender the Promissory Note to the Borrower for cancellation. 

  

			
	 Dated:

	
	 [INSERT LENDER]

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 - 17 -










					
	 STATE OF
	  	 	)	  
		  	 	)	  
	 COUNTY OF
	  	 	)	  

 I, the undersigned, a Notary Public in and for said County in said State, hereby certify that
                        , whose name as
                    of                     , a
                    , is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the
contents of the instrument, s/he, as such                         and with full authority, executed the same voluntarily for and
as the act of said                     . 
 Given under my hand and official seal this the     day of                     ,
[    ] 
  

	
	  

	Notary Public


 My commission expires:
                     
 Note: * The wording
in brackets will not necessarily be required for Existing Derivatives Unwind Promissory Notes which do not derive from a particular facility. 

  
 - 18 -









 SIGNATURE PAGES 
 THE PARENT 
 For and on behalf of 

 

			
	CEMEX, S.A.B. DE C.V.
		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 








 THE BORROWERS 
 For and on behalf of 
  

			
	CEMEX, S.A.B. DE C.V.
		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

 
 CEMEX ESPAÑA,
S.A.

		
	By:	 	HECTOR J. VELA
		
	Print name:	 	HECTOR J. VELA


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	NEW SUNWARD HOLDING B.V.
		
	By:	 	HECTOR J. VELA
		
	Print name:	 	HECTOR J. VELA


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

 

	 CEMEX MATERIALS LLC

		
	By:	 	HECTOR J. VELA
		
	Print name:	 	HECTOR J. VELA
		
	Title:	 	ATTORNEY IN FACT


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

 
 CEMEX FINANCE
LLC

		
	By:	 	HECTOR J. VELA
		
	Print name:	 	HECTOR J. VELA
		
	Title:	 	ATTORNEY IN FACT


  
 Signature
page to the Ancillary Agreement 









			
	 THE GUARANTORS

	
	 For and on behalf of

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

		
	 By:
	 	JOSE A. GONZALEZ
		
	 Print name:
	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

 
 CEMEX ESPAÑA,
S.A.

		
	 By:
	 	HECTOR J. VELA
		
	 Print name:
	 	HECTOR J. VELA


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

 

	 CEMEX MÉXICO, S.A. DE C.V.

		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

 

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

		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

 

	 EMPRESAS TOLTECA DE MÉXICO, S.A. DE C.V.

		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

 

	 NEW SUNWARD HOLDING B.V.

		
	By:	 	HECTOR J. VELA
		
	Print name:	 	HECTOR J. VELA


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CEMEX CORP.
		
	By:	 	HECTOR J. VELA
		
	Print name:	 	HECTOR J. VELA
		
	Title:	 	ATTORNEY IN FACT


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CEMEX, INC.
		
	By:	 	HECTOR J. VELA
		
	Print name:	 	HECTOR J. VELA


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CEMEX FINANCE LLC
		
	By:	 	HECTOR J. VELA
		
	Print name:	 	HECTOR J. VELA
		
	Title:	 	ATTORNEY IN FACT


  
 Signature
page to the Ancillary Agreement 









			
	THE SECURITY PROVIDERS
	
	For and on behalf of
	
	CEMEX, S.A.B. DE C.V.
		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CEMEX MÉXICO, S.A. DE C.V.
		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









					
	For and on behalf of
	
	CENTRO DISTRIBUIDOR DE CEMENTO, S.A. DE C.V.


					
		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









							
	For and on behalf of
	
	EMPRESAS TOLTECA DE MÉXICO, S.A. DE C.V.


							
		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	IMPRA CAFÉ, S.A. DE C.V.
		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









					
	For and on behalf of	 	
	
	INTERAMERICAN INVESTMENTS, INC.
		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ
		
	Title:	 	ATTORNEY IN FACT


  
 Signature
page to the Ancillary Agreement 









					
	For and on behalf of	 	
	
	MEXCEMENT HOLDINGS, S.A. DE C.V.
		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CORPORACIÓN GOUDA, S.A. DE C.V.
		
	By:	 	JOSE A. GONZALEZ
		
	Print name:	 	JOSE A. GONZALEZ


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	NEW SUNWARD HOLDING B.V.
		
	By:	 	HECTOR J. VELA
		
	Print name:	 	HECTOR J. VELA


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CEMEX INTERNATIONAL FINANCE COMPANY
		
	By:	 	JAVIER GARCIA
		
	Print name:	 	JAVIER GARCIA
		
	Witness:	 	ANGEL MÉNDEZ
		
	Print name:	 	ANGEL MÉNDEZ
		
	Address:	 	HERNANDEZ DE TEJADA, NO.1, 28027, MADRID
		
	Occupation:	 	FINANCIAL MANAGER


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CEMEX TRADEMARKS HOLDING LTD.


			
		
	By:	 	JAVIER GARCIA
		
	Print name:	 	JAVIER GARCIA


  
 Signature
page to the Ancillary Agreement 









			
	THE ADMINISTRATIVE AGENT
	
	For and on behalf of
	
	CITIBANK INTERNATIONAL PLC
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 THE EXCHANGE AGENT 
 For and on behalf of 
 CITIBANK INTERNATIONAL PLC 

 

			
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 THE ORIGINAL EXTINGUISHING CREDITORS 

  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

ATLANTIC SECURITY BANK 
  

			
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 BANAMEX USA 
  

			
	By:	 	JEFF HEALY and RAUL MUNOZ
		
	Print name:	 	JEFF HEALY and RAUL MUNOZ


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 BANCA MONTE DEI PASCHI DI SIENA SPA, LONDON BRANCH 
  

			
	By:	 	ENRICO VIGNOLI and WENDY A. JOHNSON
		
	Print name:	 	ENRICO VIGNOLI and WENDY A. JOHNSON


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 BANCA MONTE DEI PASCHI DI SIENA SPA, NEW YORK BRANCH 
  

			
	By:	 	RENATO BASSI and BRIAN R. LANDY
		
	Print name:	 	RENATO BASSI and BRIAN R. LANDY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. 
  

			
	By:	 	JORGE BURGALETA and JULIAN RINCON
		
	Print name:	 	JORGE BURGALETA and JULIAN RINCON


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 BANCO DE SABADELL, S.A. 
  

			
	By:	 	SUSANA CONDE and JOAQUÍN LÓPEZ
		
	Print name:	 	SUSANA CONDE and JOAQUÍN LÓPEZ


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 BANCO ESPAÑOL DE CRÉDITO, S.A. 
  

			
	By:	 	BORJA BERTRAN and CARLOS PORRAS
		
	Print name:	 	BORJA BERTRAN and CARLOS PORRAS


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 BANCO NACIONAL DE COMERCIO EXTERIOR, S.N.C. 
  

			
	By:	 	LEONEL N. VASQUEZ GÓMEZ and ADRIANA PÉREZ CÁCERES
		
	Print name:	 	LEONEL N. VASQUEZ GÓMEZ and ADRIANA PÉREZ CÁCERES


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	BANCO NACIONAL DE MÉXICO, S.A. INTEGRANTE DEL GRUPO FINANCIERO BANAMEX


			
		
	By:	 	JULIO ALVAREZ GONZÁLEZ and LEOPOLDO AMAYA GONZÁLEZ
		
	Print name:	 	JULIO ALVAREZ GONZÁLEZ and LEOPOLDO AMAYA GONZÁLEZ


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

	
	 BANCO NACIONAL DE MÉXICO, S.A. INTEGRANTE DEL GRUPO FINANCIERO

BANAMEX, ACTING THROUGH ITS NASSAU BAHAMAS BRANCH



			
		
	By:	 	JULIO ALVAREZ GONZÁLEZ and LEOPOLDO AMAYA GONZÁLEZ
		
	Print name:	 	JULIO ALVAREZ GONZÁLEZ and LEOPOLDO AMAYA GONZÁLEZ


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	BANCO POPULAR ESPAÑOL S.A.


			
		
	By:	 	DAVID FOMBELLIDA and MIGUEL ANGEL PEREZ
		
	Print name:	 	DAVID FOMBELLIDA and MIGUEL ANGEL PEREZ


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	 BANCO SANTANDER (MEXICO) S.A. INSTITUCIÓN DE BANCA MÚLTIPLE

GRUPO FINANCIERO SANTANDER



			
		
	By:	 	WADE A. KIT and OCTAVIANO CARLOS COUTTOLENC MESTRE
		
	Print name:	 	WADE A. KIT and OCTAVIANO CARLOS COUTTOLENC MESTRE


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 BANK OF AMERICA
N.A



			
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 BANK OF AMERICA N.A SUCURSAL EN
ESPAÑA



			
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of
  

BANKIA, S.A.



			
		
	By:	 	AITOR COHRS and LAURA SANZ
		
	Print name:	 	AITOR COHRS and LAURA SANZ


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

	
	BANKIA, S.A. MIAMI BRANCH
		
	By:	 	AITOR COHRS and LAURA SANZ
		
	Print name:	 	AITOR COHRS and LAURA SANZ


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

 
 BARCLAYS BANK
PLC

		
	By:	 	MICHAEL MOZER
		
	Print name:	 	MICHAEL MOZER


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

 

			
	BAYERISCHE LANDESBANK
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

BAYERISCHE LANDESBANK, NEW YORK BRANCH 
  

			
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 

BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE 
 GRUPO FINANCIERO BBVA BANCOMER 

			
	
		
	By:	 	ALEJANDRO JOSE CARDENAS BORTONI and LORENZO JOSE
VALDES ELIZONDO
		
	Print name:	 	ALEJANDRO JOSE CARDENAS BORTONI and LORENZO JOSE
VALDES ELIZONDO


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of

	
	BNP PARIBAS (PARIS BRANCH)
		
	By:	 	KATHRYN B. QUINN and ALBERT A. YOUNG JR.
		
	Print name:	 	KATHRYN B. QUINN and ALBERT A. YOUNG JR.


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	BNP PARIBAS S.A.
		
	By:	 	KATHRYN B. QUINN and ALBERT A. YOUNG JR.
		
	Print name:	 	KATHRYN B. QUINN and ALBERT A. YOUNG JR.


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	BNP PARIBAS S.A., SUCURSAL EN ESPAÑA
		
	By:	 	KATHRYN B. QUINN and ALBERT A. YOUNG JR.
		
	Print name:	 	KATHRYN B. QUINN and ALBERT A. YOUNG JR.


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	BNP PARIBAS SA-NEW YORK BRANCH
		
	By:	 	KATHRYN B. QUINN and ALBERT A. YOUNG JR.
		
	Print name:	 	KATHRYN B. QUINN and ALBERT A. YOUNG JR.


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	BNP PARIBAS (SYDNEY BRANCH)
		
	By:	 	KATHRYN B. QUINN and ALBERT A. YOUNG JR.
		
	Print name:	 	KATHRYN B. QUINN and ALBERT A. YOUNG JR.


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	BURLINGTON LOAN MANAGEMENT LIMITED
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CAIXA GERAL DE DEPOSITOS, S.A, SUCURSAL EN ESPAÑA
		
	By:	 	PEDRO MC CARTHY DA CUNHA
		
	Print name:	 	PEDRO MC CARTHY DA CUNHA


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CAIXABANK S.A.
		
	By:	 	FERNANDO ALVAREZ-QUIÑONES and JAVIER GARCIA FAUBEL
		
	Print name:	 	FERNANDO ALVAREZ-QUIÑONES and JAVIER GARCIA FAUBEL


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	CITIBANK INTERNATIONAL PLC
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CITIBANK INTERNATIONAL PLC, SUCURSAL EN ESPAÑA
		
	By:	 	MIGUEL TRUEBA
		
	Print name:	 	MIGUEL TRUEBA


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	CITIBANK NA
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
  

			
	CITIBANK N.A., NEW YORK
		
	By:	 	FLAVIO FIGUEIREDO and ELISEO SERDÁN
		
	Print name:	 	FLAVIO FIGUEIREDO and ELISEO SERDÁN


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

 

			
	COMERICA BANK
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

 

			
	COMMERZBANK AG, LONDON BRANCH
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

 

			
	COMMERZBANK AG, NEW YORK BRANCH
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
  

			
	CREDIT AGRICOLE CIB SUCURSAL EN ESPAÑA
		
	By:	 	CARLOS ARANGUREN and JAVIER ALVAREZ-RENDUELES
		
	Print name:	 	CARLOS ARANGUREN and JAVIER ALVAREZ-RENDUELES


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
  

			
	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
		
	By:	 	LUCILE GUBLER and FRANCK BENICHOU
		
	Print name:	 	LUCILE GUBLER and FRANCK BENICHOU


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
  

					
	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK PARIS
			
	By:	 	LUCILE GUBLER and FRANCK BENICHOU	 	
			
	Print name:	 	LUCILE GUBLER and FRANCK BENICHOU	 	


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
  

									
	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK S.A. NEW YORK BRANCH
					
	By:	  	KEVIN D. FLOOD and JEAN PHILIPPE ADAM	 		 		 	
					
	Print name:	  	KEVIN D. FLOOD and JEAN PHILIPPE ADAM	 		 		 	


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

 

									
	CREDIT INDUSTRIEL ET COMMERCIAL, LONDON BRANCH
					
	By:	  	R BRODY	 		 		 	
					
	Print name:	  	MRS R BRODY	 		 		 	


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
  

			
	CREDIT SUISSE AG CAYMAN ISLANDS BRANCH
		
	By:	 	DAVID FITZGERALD and STEVEN DWEK
		
	Print name:	 	DAVID FITZGERALD and STEVEN DWEK


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 CVI GVF CLO 1 LTD 
  

			
	By:	 	TIFFANY PARR
		
	Print name:	 	TIFFANY PARR


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CVI GVF (LUX) MASTER SARL
		
	By:	 	TIFFANY PARR
		
	Print name:	 	TIFFANY PARR


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 DEUTSCHE BANK AG, NEW YORK BRANCH 
  

			
	By:	 	J. OTERO and ENRIQUE LANDAETA
		
	Print name:	 	J. OTERO and ENRIQUE LANDAETA


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 DEUTSCHE BANK LUXEMBOURG S.A. 
  

			
	By:	 	FRANZ-JOSEF EWERHARDY and KARLINA BELHOSTE
		
	Print name:	 	FRANZ-JOSEF EWERHARDY and KARLINA BELHOSTE


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	ELQ INVESTORS LTD.
		
	By:	 	SIMON MELLOR
		
	Print name:	 	SIMON MELLOR


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 FCOF III EUROPE UB SECURITIES LIMITED 
  

			
	By:	 	TONY TRAYNOR
		
	Print name:	 	TONY TRAYNOR


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	FORTIS BANK S.A./N.V
		
	By:	 	ALFRED M. TORRES and JOHN W. BENTON
		
	Print name:	 	ALFRED M. TORRES and JOHN W. BENTON


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	FORTIS BANK, SA SUCURSAL EN ESPAÑA
		
	 By:
	 	ALFRED M. TORRES and JOHN W. BENTON
		
	 Print name:
	 	ALFRED M. TORRES and JOHN W. BENTON


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	GOLDMAN SACHS INTERNATIONAL BANK
		
	By:	 	SIMON MELLOR
		
	Print name:	 	SIMON MELLOR


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	HSBC BANK PLC, SUCURSAL EN ESPAÑA
		
	By:	 	ANTONIO VILELA and MARK J. HALL
		
	Print name:	 	ANTONIO VILELA and MARK J. HALL


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	 HSBC MEXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO

FINANCIERO HSBC

		
	By:	 	VICTOR MANUEL ELIZONDO and CORDELIA GONZALEZ FLORES
ARIAS
		
	Print name:	 	VICTOR MANUEL ELIZONDO and CORDELIA GONZALEZ FLORES
ARIAS


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	ICE 1 EM CLO LTD
		
	By:	 	NATHAN SANDLER
		
	Print name:	 	NATHAN SANDLER


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	ICE GLOBAL VALUE LOANS MASTER FUND LTD
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	ING BANK N.V., DUBLIN BRANCH
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	ING BELGIUM S.A, SUCURSAL EN ESPAÑA
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	INSTITUTO DE CRÉDITO OFICIAL
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	INTESA SANPAOLO SPA, NEW YORK BRANCH
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	INTESA SANPAOLO SPA, SUCURSAL EN ESPAÑA
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	JPMORGAN CHASE BANK, N.A., SUCURSAL EN ESPAÑA
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	LIBERBANK, S.A
		
	By:	 	SONIA LUCILA GIL RANCHO
		
	Print name:	 	SONIA LUCILA GIL RANCHO


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

 

			
	LLOYDS TSB BANK PLC
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

MEDIOBANCA BANCA DI CREDITO FINANZIARIO SPA 
  

			
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

 

			
	MERRILL LYNCH INTERNATIONAL
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
  

			
	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	DAVID NAPOLI COSTA
		
	Print name:	 	DAVID NAPOLI COSTA


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

MIZUHO CORPORATE BANK NEDERLAND NV 
  

			
	By:	 	MR K. KATO and MR T. SUZUKI
		
	Print name:	 	MR K. KATO and MR T. SUZUKI


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 MORGAN STANLEY BANK INTERNATIONAL LIMITED 
  

			
	By:	 	NAUMAN ANSARI
		
	Print name:	 	NAUMAN ANSARI


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

 

			
	NCG BANCO, S.A.
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
  

			
	PORTIGON AG SUCURSAL EN ESPAÑA
		
	By:	 	BERTO NUVOLONI and RAUL CALVO
		
	Print name:	 	BERTO NUVOLONI and RAUL CALVO


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
  

			
	QP SFM CAPITAL HOLDINGS LIMITED
		
	By:	 	THOMAS L. O’GRADY
		
	Print name:	 	THOMAS L. O’GRADY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

 

			
	SCOTIABANK EUROPE PLC
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	SPECIAL SITUATIONS INVESTING GROUP, INC
		
	By:	 	NANCY Y. KWOK
		
	Print name:	 	NANCY Y. KWOK


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 STANDARD CHARTERED BANK

		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 STEELMILL MASTER FUND LP

		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 STICHTING PENSIOENFONDS ZORG EN WELZIJN

		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 THE BANK OF NOVA SCOTIA

		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 THE ROYAL BANK OF SCOTLAND NV

		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 THE ROYAL BANK OF SCOTLAND PLC

		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 THORNBURG INVESTMENT INCOME BUILDER FUND

		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	 For and on behalf of the Administrative Agent on behalf of

 
 UBS AG, STAMFORD BRANCH

		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of

 VIRTUS MULTI SECTOR FIXED INCOME FUND 

 

			
	 By:
	 	R BRODY
		
	 Print name:
	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	VIRTUS MULTISECTOR FIXED INCOME SERIES
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









For and on behalf of the Administrative Agent on behalf of

VIRTUS MULTI SECTOR SHORT TERM BOND FUND 

 

			
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of the Administrative Agent on behalf of
	
	VIRTUS SENIOR FLOATING RATE FUND
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	WESTPAC EUROPE LIMITED
		
	 By:
	 	ANDREW VINEY
		
	 Print name:
	 	ANDREW VINEY


  
 Signature
page to the Ancillary Agreement 








 THE USPP NOTEHOLDERS 

  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 ALLSTATE LIFE INSURANCE COMPANY 
  

			
	 By:
	 	ORLANDO PURPURA and MARK W. (SAM) DAVIS
		
	 Print name:
	 	ORLANDO PURPURA and MARK W. (SAM) DAVIS


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	CVI GVF (LUX) MASTER S.A.R.L.
		
	 By:
	 	TIFFANY PARR
		
	 Print name:
	 	TIFFANY PARR


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of

 COMMINGLED PENSION TRUST FUND (DISTRESSED DEBT OPPORTUNITIES) 

OF JPMORGAN CHASE BANK, N.A. 

			
	
		
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY 
  

			
	 By:
	 	KENNETH W. DAY
		
	 Print name:
	 	KENNETH W. DAY


  
 Signature
page to the Ancillary Agreement 









			
	For and on behalf of
	
	HARTFORD LIFE INSURANCE COMPANY
		
	 By:
	 	KENNETH W. DAY
		
	 Print name:
	 	KENNETH W. DAY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of

 INSIGHT LDI SOLUTIONS PLUS PLC, IN RESPECT OF THE INSIGHT LOAN FUND 

 

			
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of


			
	  
 JPMORGAN CORE PLUS BOND FUND

 

	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

JPMORGAN DISTRESSED DEBT OPPORTUNITIES MASTER FUND, LTD. 
  

			
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

JPMORGAN HIGH YIELD FUND 
  

			
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

JPMORGAN STRATEGIC INCOME OPPORTUNITIES FUND 
  

			
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 NATIONAL BENEFIT LIFE INSURANCE COMPANY 
  

			
	By:	 	SAMUEL OTCHERE
		
	Print name:	 	SAMUEL OTCHERE


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of the Administrative Agent on behalf of 

PACHOLDER HIGH YIELD FUND, INC. 
  

			
	By:	 	R BRODY
		
	Print name:	 	MRS R BRODY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 PHL VARIABLE INSURANCE COMPANY 
  

			
	By:	 	NELSON CORREA
		
	Print name:	 	NELSON CORREA


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 PHOENIX LIFE INSURANCE COMPANY 
  

			
	By:	 	NELSON CORREA
		
	Print name:	 	NELSON CORREA


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 PRIMERICA LIFE INSURANCE COMPANY 
  

			
	By:	 	SAMUEL OTCHERE
		
	Print name:	 	SAMUEL OTCHERE


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 QP SFM CAPITAL HOLDING LIMITED 
  

			
	By:	 	THOMAS L. O’GRADY
		
	Print name:	 	THOMAS L. O’GRADY


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 SWISS RE LIFE & HEALTH AMERICA INC. 
  

			
	By:	 	SAMUEL OTCHERE
		
	Print name:	 	SAMUEL OTCHERE


  
 Signature
page to the Ancillary Agreement 








 For and on behalf of 
 WESTPORT INSURANCE CORPORATION 
  

			
	By:	 	SAMUEL OTCHERE
		
	Print name:	 	SAMUEL OTCHERE


  
 Signature
page to the Ancillary Agreement