**Exhibit 4.42.1**

**SUPPLEMENTAL INDENTURE NO. 1**

SUPPLEMENTAL INDENTURE No. 1, dated asof July 11, 2011, among CEMEX, S.A.B. de C.V., a *sociedad anónima bursátil de capital variable* organized under the laws of the United Mexican States (the “Issuer”), CEMEX México, S.A. de C.V.(“CEMEX México”), CEMEX España, S.A. (“CEMEX España”) and New Sunward Holding B.V. (“New Sunward Holding”), as Note Guarantors of the Issuer’s obligations under thisSupplemental Indenture and the Notes (the “Note Guarantors”), and The Bank of New York Mellon (the “Trustee”), as trustee. 

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

**WHEREAS**, the Issuer and the Trustee previously have entered into an indenture, dated as of January 11, 2011 (the“Original Indenture”, and as supplemented by this Supplemental Indenture No. 1 and any further amendments or supplements thereto, the “Indenture”), providing for the issuance of 9.000% Senior Secured Notes due2018; 

**WHEREAS**, the Indenture provides for, among other things, that, subsequent to the execution of the OriginalIndenture, the Issuer and the Trustee may, without the consent of holders of the outstanding 9.000% Senior Secured Notes due 2018, enter into one or more indentures supplemental to the Original Indenture to provide for the issuance of AdditionalNotes in accordance with Section 2.14 thereof; 

**WHEREAS**, the Issuer has authorized the issuance of the AdditionalNotes; 

**WHEREAS**, each of the Note Guarantors has been duly authorized to issue its Note Guarantee in connection withthe Additional Notes; 

**WHEREAS**, the Issuer has requested that the Trustee join in the execution of this SupplementalIndenture No. 1; and 

**WHEREAS**, all things necessary to make this Supplemental Indenture No. 1 a validagreement of the parties and a valid supplement to the Original Indenture have been done. 

**NOW, THEREFORE,** for and inconsideration of the premises and the mutual covenants contained 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 Trusteehereby agree, for the equal and ratable benefit of all Holders, as follows: 

**ARTICLE ONE**

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 Original Indenture shall be read in a manner consistent with the terms of this Supplemental IndentureNo. 1. 

**ARTICLE TWO**

ADDITIONAL NOTES 

Section 2.01 The Additional Notes. Pursuant toSection 2.14 of the Original Indenture, the Issuer hereby creates and issues U.S.$650,000,000 aggregate principal amount of its 9.000% Senior Secured Notes due 2018 (the “Additional Notes”). These Additional Notes will beconsolidated to form a single series, and be fully fungible, with the Issuer’s outstanding 9.000% Senior Secured Notes due 2018 issued on January 11, 2011, to which the Additional Notes are identical in all terms and conditions exceptissue date and issue price. Interest on the Additional Notes shall accrue from July 11, 2011. All Additional Notes issued under the Indenture will, when issued, be considered Notes for all purposes thereunder and will be subject to and take thebenefit of all of the terms, conditions and provisions of the Indenture. 

Section 2.02 Execution and Authentication ofthe Additional Notes. The Trustee shall, pursuant to an Authentication Order, authenticate the Additional Notes. 

**ARTICLE THREE**

MISCELLANEOUS 

Section 3.01. Effect of This Supplemental IndentureNo. 1.**This Supplemental Indenture No. 1 supplements the Original Indenture and shall be a part, and subject to all the terms, thereof. The Original Indenture, as supplemented and amended by this Supplemental IndentureNo. 1, is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture No. 1 shall be read, taken and construed as one and the same instrument. All provisions included in this Supplemental IndentureNo. 1 supersede any conflicting provisions included in the Original Indenture, unless not permitted by law. 

Section 3.02Governing Law. This Supplemental Indenture No. 1 shall be governed by, and construed in accordance with, the laws of the State of New York. 

Section 3.03 Effect of Headings. The section headings herein are for convenience only and shall not affect the construction of this Supplemental Indenture No. 1. 

 
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Section 3.04 Counterparts. The parties may sign any number of copies of thisSupplemental Indenture No. 1. 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 orsufficiency of this Supplemental Indenture No. 1 or for or in respect 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. 1, the Trusteeshall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee whether or not elsewhere herein so provided. The Issuer and the Note Guarantors expresslyreaffirm and confirm their obligations to indemnify the Trustee 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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**SIGNATURES**

 
CEMEX, S.A.B. de C.V., as IssuerBy: /s/ Hector Vela          Name: Hector Vela Title: Attorney-in-Fact
 
CEMEX España, S.A., as Note GuarantorBy: /s/ Hector Vela          Name: Hector Vela Title: Attorney-in-Fact
 
CEMEX México, S.A. de C.V., as Note GuarantorBy: /s/ Jose A. Gonzalez          Name: Jose A. Gonzalez Title: Attorney-in-Fact
 

New Sunward Holding B.V., as Note Guarantor
By: /s/ Jose A. Gonzalez          Name: Jose A. Gonzalez Title: Attorney-in-Fact
Signature page to Supplemental Indenture No. 1 

THE BANK OF NEW YORK MELLON, as Trustee
By: /s/ Catherine F. Donohue          Name: Catherine F. Donohue Title: Vice President
Signature page to Supplemental Indenture No. 1