Amendment to the Dealer Manager Agreement



 Exhibit 4.56 
 EXECUTION VERSION 
 AMENDMENT TO THE 

DEALER MANAGER AGREEMENT 
 March 12, 2012 
 J.P. Morgan Securities LLC 

383 Madison Avenue 
 New York, New York 10179

 J.P. Morgan Securities Ltd. 
 125
London Wall 
 London EC2Y 5AJ 

Merrill Lynch, Pierce, Fenner & Smith 
 Incorporated 
 1 Bryant Park 
 New York, New York 10036 
 Merrill Lynch International 

2 King Edward Street 
 London EC1A 1HQ

 Ladies and Gentlemen: 
 This
amendment (this “Amendment”) to the Dealer Manager Agreement, dated February 27, 2012 (the “Dealer Manager Agreement”), by and among the CEMEX Parties, the Capital SPVs, and the Dealer Managers (collectively,
the “Parties”), will confirm the understanding among the Parties. Capitalized terms not otherwise defined in this Amendment have the same meaning as specified in the Dealer Manager Agreement. 

 

	 	1.	Amendments. 

  

	 	a.	The Parties hereby agree to amend the Dealer Manager Agreement, effective as of the date hereof, so that all references to the “Early Participation Date”
refer instead to the expiration of the withdrawal period relating to the Offers, as may be extended by CEMEX España, Luxembourg Branch. 

  

	 	2.	Miscellaneous. 

  

	 	a.	 This Amendment, and any claim, controversy or dispute relating to or arising out of this Amendment, shall be governed by and construed in accordance
with the laws of the State of New York. The CEMEX Parties, the Capital SPVs and you 










	 	
irrevocably agree to waive trial by jury in any action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of this Amendment.


  

	 	b.	This Amendment contains the entire agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, agreements and
arrangements, written or oral, with respect thereto. This Amendment may not be amended or modified except by a writing executed by each of the parties hereto. Section headings herein are for convenience only and are not a part of this
Agreement. In the event that any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof or of the Dealer Manager
Agreement, both of which shall remain in full force and effect. None of the parties hereto shall be responsible or have any liability to any other party for any indirect, special or consequential damages arising out of or in connection with this
Amendment, even if advised of the possibility thereof. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. 


  
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 Please indicate your acceptance of the foregoing provisions by signing in the space
provided below for that purpose and returning to us a copy of this Amendment so signed, whereupon this Amendment and your acceptance shall constitute a binding agreement among each of the CEMEX Parties, the Capital SPVs and you. 

  
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	Very truly yours,
	
	CEMEX, S.A.B. de C.V.
		
	By:	 	 /s/ José Antonio González Flores

		 	Name: José Antonio González Flores
		 	Title: Attorney-in-Fact
	
	CEMEX México, S.A. de C.V.
		
	By:	 	 /s/ José Antonio González Flores

		 	Name: José Antonio González Flores
		 	Title: Attorney-in-Fact
	
	New Sunward Holding B.V.
		
	By:	 	 /s/ José Antonio González Flores

		 	Name: José Antonio González Flores
		 	Title: Attorney-in-Fact
	
	New Sunward Holding Financial Ventures, B.V.
		
	By:	 	 /s/ Agustín Blanco

		 	Name: Agustín Blanco
		 	Title: Attorney-in-Fact
	
	CEMEX Finance Europe B.V.
		
	By:	 	 /s/ Agustín Blanco

		 	Name: Agustín Blanco
		 	Title: Attorney-in-Fact



  
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	CEMEX España, S.A., Luxembourg Branch
		
	By:	 	 /s/ Roger Saldaña

		 	Name: Roger Saldaña
		 	Title: Attorney-in-Fact
		
	By:	 	 /s/ Agustín Blanco

		 	Name: Agustín Blanco
		 	Title: Attorney-in-Fact
	
	C5 Capital (SPV) Limited
		
	By:	 	 /s/ Ogier Managers (BVI) Limited

		 	Name: Ogier Managers (BVI) Limited
		 	Title: Sole Director
	
	C8 Capital (SPV) Limited
		
	By:	 	 /s/ Ogier Managers (BVI) Limited

		 	Name: Ogier Managers (BVI) Limited
		 	Title: Sole Director
	
	C10-EUR Capital (SPV) Limited
		
	By:	 	 /s/ Ogier Managers (BVI) Limited

		 	Name: Ogier Managers (BVI) Limited
		 	Title: Sole Director
	
	C10 Capital (SPV) Limited
		
	By:	 	 /s/ Ogier Managers (BVI) Limited

		 	Name: Ogier Managers (BVI) Limited
		 	Title: Sole Director



  
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	Accepted as of the date first above written:
	
	J.P. MORGAN SECURITIES LLC
		
	By:	 	 /s/ Roberto D’Avola

		 	Name: Roberto D’Avola
		 	Title: Executive Director
	
	J.P. MORGAN SECURITIES LTD.
		
	By:	 	 /s/ Roberto D’Avola

		 	Name: Roberto D’Avola
		 	Title: Executive Director
	
	 MERRILL LYNCH, PIERCE, FENNER & SMITH

 INCORPORATED

		
	By:	 	 /s/ Maxim Volkov

		 	Name: Maxim Volkov
		 	Title: Managing Director
	
	MERRILL LYNCH INTERNATIONAL
		
	By:	 	 /s/ John Cavanagh

		 	Name: John Cavanagh
		 	Title: Managing Director


  
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