**Exhibit 4.13.2**

**SUPPLEMENTAL INDENTURE NO. 2**

SUPPLEMENTAL INDENTURE No. 2, dated asof March 25, 2013, among CEMEX España, S.A., a corporation (*sociedad anónima*) organized under the laws of Spain, acting through its Luxembourg branch, CEMEX España, S.A., Luxembourg Branch (the“Issuer”), the existing guarantors under the Indenture (as defined below) listed on Schedule I hereto (collectively, the “Existing Guarantors”), the additional guarantors listed on Schedule II hereto(collectively, the “New Guarantors” and, together with the Existing Guarantors, the “Note Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”). 

**W I T N E S S E T H:**

**WHEREAS**, the Issuer, the Existing Guarantors and the Trustee previously have entered into an indenture, dated as of May 12, 2010, as supplemented by Supplemental Indenture No. 1 thereto,dated as of September 17, 2012, (as supplemented, the “Indenture”), providing for the issuance of the Issuer’s 9.25% U.S. Dollar-Denominated Senior Secured Notes due 2020 and 8.875% Euro-Denominated Senior SecuredNotes due 2017 (together, the “Notes”); 

**WHEREAS**, Section 9.1(a)(iv) of the Indentureprovides that the Issuer, the Existing Guarantors and the Trustee may enter into a supplemental indenture without notice to or consent of any Holder to add guarantees with respect to the Notes; 

**WHEREAS**, the Issuer desires to amend and supplement the Indenture as provided in Article II hereof to provide for the guarantee bythe New Guarantors of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein; 

**WHEREAS**, the Issuer and the Note Guarantors are authorized to execute and deliver this Supplemental Indenture No. 2; 

**WHEREAS**, the Issuer has requested that the Trustee join in the execution of this Supplemental Indenture No. 2 pursuant to Section 9.6 of the Indenture; and 

**WHEREAS**, all things necessary to make this Supplemental Indenture No. 2 a valid agreement of the parties and a validsupplement to the Indenture have been done. 

**NOW, THEREFORE**, for and in consideration of the premises and the mutual covenantscontained herein and in the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Issuer, the Note Guarantors and the Trustee hereby agree, for the benefit of all Holders, asfollows: 

**ARTICLE I**

DEFINITIONS 

Section 1.01 Defined Terms. All capitalized terms usedbut not defined herein shall have the meanings ascribed to such terms in the Indenture, as supplemented and amended hereby. All definitions in the Indenture shall be read in a manner consistent with the terms of this Supplemental IndentureNo. 2. 

**ARTICLE II**

NOTE GUARANTEES 

Section 2.01 Agreement to Guarantee. Each NewGuarantor hereby agrees, jointly and severally with the other Note Guarantors, irrevocably, fully and unconditionally, to guarantee the Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in ArticleX of the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Note Guarantor. 

**ARTICLE III**

MISCELLANEOUS 

Section 3.01. Effect of This Supplemental Indenture No. 2.**This Supplemental Indenture No. 2 supplements theIndenture and shall be a part, and subject to all the terms, thereof. The Indenture, as supplemented and amended by this Supplemental Indenture No. 2, is in all respects ratified and confirmed, and the Indenture and this Supplemental IndentureNo. 2 shall be read, taken and construed as one and the same instrument. All provisions included in this Supplemental Indenture No. 2 supersede any conflicting provisions included in the Indenture, unless not permitted by law. 

Section 3.02 Governing Law. This Supplemental Indenture No. 2 shall be governed by, and construed in accordance with, thelaws of the State of New York. 

Section 3.03 Effect of Headings. The section headings herein are for convenienceonly and shall not affect the construction of this Supplemental Indenture No. 2. 

Section 3.04 Counterparts.The parties may sign any number of copies of this Supplemental Indenture No. 2. Each signed copy shall be an original, but all of them shall represent the same agreement. 

Section 3.05 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture No. 2 or for or inrespect of the recitals contained herein, all of which are made solely by the Issuer and the Note Guarantors. In entering into this Supplemental Indenture No. 2, the Trustee shall be entitled to the benefit of every provision of the Indenturerelating to the conduct or affecting the 

 
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liability or affording protection to the Trustee whether or not elsewhere herein so provided. The Issuer and the Note Guarantors expressly reaffirm and confirm their obligations to indemnify theTrustee in connection with the Indenture and all the actions contemplated hereby, all in accordance with the terms of the Indenture. 

[SIGNATURE PAGE TO FOLLOW IMMEDIATELY] 

 
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture No. 2 to beduly executed as of the date first written above. 

 
CEMEX España, S.A., acting through its Luxembourg branch, CEMEX España, S.A., Luxembourg BranchBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-FactBy: 
/s/ José Antonio González Flores
 Name: José Antonio González Flores Title: Attorney-In-FactCEMEX, S.A.B. de C.V., as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-FactCEMEX México, S.A. de C.V., as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-FactNew Sunward Holding B.V., as Additional Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-Fact
[Signature page to Supplemental Indenture No. 2 (9.25% U.S. Dollar-Denominated Senior Secured Notesdue 2020 and 8.875% Euro-Denominated Senior Secured Notes due 2017)] 

CEMEX Research Group AG, as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-FactCEMEX Shipping B.V., as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-FactCEMEX Asia B.V., as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-FactCEMEX France Gestion (S.A.S.), as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-FactCEMEX UK, as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-Fact
[Signature page to Supplemental Indenture No. 2 (9.25% U.S. Dollar-Denominated Senior Secured Notesdue 2020 and 8.875% Euro-Denominated Senior Secured Notes due 2017)] 

CEMEX Egyptian Investments B.V., as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-FactCEMEX Corp., as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-FactCEMEX Concretos, S.A. de C.V., as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-FactEmpresas Tolteca de México, S.A. de C.V., as Note GuarantorBy: 
/s/ Héctor José Vela Dib
 Name: Héctor José Vela Dib Title: Attorney-In-Fact
[Signature page to Supplemental Indenture No. 2 (9.25% U.S. Dollar-Denominated Senior Secured Notesdue 2020 and 8.875% Euro-Denominated Senior Secured Notes due 2017)] 

THE BANK OF NEW YORK MELLON, as TrusteeBy: 
/s/ John T. Needham, Jr.
 Name: John T. Needham, Jr. Title: Vice President
[Signature page to Supplemental Indenture No. 2 (9.25% U.S. Dollar-Denominated Senior Secured Notesdue 2020 and 8.875% Euro-Denominated Senior Secured Notes due 2017)] 

**SCHEDULE I**

EXISTING GUARANTORS 

 
 1.CEMEX, S.A.B. de C.V. 
 
 2.CEMEX México, S.A. de C.V. 
 
 3.New Sunward Holding B.V. 
 
 4.CEMEX Research Group AG 
 
 5.CEMEX Shipping B.V. 
 
 6.CEMEX Asia B.V. 
 
 7.CEMEX France Gestion (S.A.S.) 
 
 8.CEMEX UK 
 
 9.CEMEX Egyptian Investments B.V. 

**SCHEDULE II**

NEW GUARANTORS 

 
 1.CEMEX Corp. 
 
 2.CEMEX Concretos, S.A. de C.V. 
 
 3.Empresas Tolteca de México, S.A. de C.V.