US$617,500,000 AND €587,500,000 FACILITIES AGREEMENT dated 27 JANUARY 2009 for CEMEX ESPAÑA, S.A. as Borrower with CEMEX AUSTRALIA HOLDINGS PTY LIMITED and CEMEX, INC as Original Guarantors BANCO SANTANDER, S.A. and THE ROYAL BANK OF SCOTLAND PLC as...Facilities Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic
SENIOR UNSECURED MATURITY LOAN “A” AGREEMENT among NEW SUNWARD HOLDING B.V., as Borrower and CEMEX, S.A.B. de C.V., as Guarantor and CEMEX MÉXICO, S.A. de C.V., as Guarantor and HSBC SECURITIES (USA) INC., as Sole Structuring Agent and HSBC SECURITIES...Assignment and Assumption Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic • New York
WHEREAS, the Senior Unsecured Dutch Loan “A” Agreement, dated as of June 2, 2008, by and among the Borrower, each Guarantor, HSBC SECURITIES (USA) INC., as sole structuring agent, HSBC SECURITIES (USA) INC., BANCO SANTANDER, S.A. AND THE ROYAL BANK OF SCOTLAND PLC as joint lead arrangers and joint bookrunners, ING Capital LLC, as administrative agent and each lender party hereto, as such agreement may be amended, modified or supplemented from time to time (the “Dutch Loan “A” Agreement”) permits the Borrower to convert its Dutch Loans outstanding thereunder into Loans outstanding under this Agreement, subject to the satisfaction or waiver of certain conditions to such conversion;
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic • New York
This Fourth Amendment to the Credit Agreement (as defined below), dated as of December 19, 2008 (this “Amendment No. 4”), is entered into by and 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 (formerly known as “CEMEX, S.A. de C.V.”) (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, EMPRESAS TOLTECA DE MÉXICO, S.A. de C.V., a sociedad anónima de capital variable organized and existing pursuant to the laws of the United Mexican States (each a “Guarantor” and together, the “Guarantors”), the several Lenders party thereto, BARCLAYS BANK PLC, NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”).
CONDITIONAL WAIVER AND EXTENSION AGREEMENTWaiver and Extension Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic • Santander
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic • New York
This Second Amendment to the Credit Agreement (as defined below), dated as of January 22, 2009 (this “Amendment No. 2”), is entered into by and 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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic • New York
This First Amendment to the Credit Agreement (as defined below), dated as of December 18, 2008 (this “Amendment No. 1”), is entered into by and 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”)
US$2,300,000,000 AMENDED AND RESTATED FACILITIES AGREEMENT originally dated 24 September 2004 as amended on 8 November 2004 and 25 February 2005 and as amended and restated on 7 July 2005, 30 June 2006 and on 19 December 2008 for CEMEX ESPAÑA, S.A. as...Facilities Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic • New York
This Fifth Amendment to the Credit Agreement (as defined below), dated as of January 22, 2009 (this “Amendment No. 5”), is entered into by and 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 (formerly known as “CEMEX, S.A. de C.V.”) (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, EMPRESAS TOLTECA DE MÉXICO, S.A. de C.V., a sociedad anónima de capital variable organized and existing pursuant to the laws of the United Mexican States (each a “Guarantor” and together, the “Guarantors”), the several Lenders party thereto, BARCLAYS BANK PLC, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”).
EUR 250,000,000 FACILITIES AGREEMENT Originally dated 30 March 2004 as amended on 10 October 2006 and on 7 April 2009 for CEMEX ESPAÑA, S.A. as Borrower CEMEX CARACAS INVESTMENTS B.V. CEMEX CARACAS II INVESTMENTS B.V. CEMEX EGYPTIAN INVESTMENTS B.V....Facilities Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic
COMMITTED USD 200,000,000 UNCOMMITTED USD 100,000,000 SECURED BRIDGE FACILITY AGREEMENT dated 20 MARCH 2009 for CEMEX ESPAÑA, S.A. as Borrower with BANCO SANTANDER, S.A. and BANCO BILBAO VIZCAYA ARGENTARIA, S.A. acting as Lenders with BANCO BILBAO...Facility Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic
CEMEX ESPAÑA, S.A. (hereinafter, “Cemex España”), a Spanish nationality company, with registered office in Hernández de Tejada 1, 28027, Madrid (Spain), with Tax Identification Number A-46004214 and registered with the Commercial Registry of Madrid, in volume 9.743 and 9.744, sheet 1 y 166, section 8, page no. M-156542. The company is represented herein by Mr. Juan Pelegrí y Girón, with Identity Card Number 1.489.996-X, with his address for the purposes hereof at Hernández de Tejada 1, 28027, Madrid (Spain), by virtue of the power of attorney conferred in a deed executed on 18 March 2009 in the presence of the Notary of Madrid, Mr. Rafael Monjo Carrió with number 883 of his official records.
US$700,000,000 AMENDED AND RESTATED FACILITIES AGREEMENT Originally dated 27 June 2005 as amended on 22 June 2006 and 30 November 2006 and as amended and restated on 19 December 2008 for NEW SUNWARD HOLDING B.V. as Borrower CEMEX, S.A.B. de C.V....Facilities Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic
THIS TERM AND REVOLVING FACILITIES AGREEMENT is dated 27 June 2005 as amended and/or restated from time to time and made between:
BOOK ONE THOUSAND NINE HUNDRED AND FORTY-NINE ONE HUNDRED AND SIXTEEN THOUSAND THREE HUNDRED AND EIGHTY MEXICO CITY, FEDERAL DISTRICT, as of April twenty two, two thousand and nine.Cemex Sab De Cv • June 30th, 2009 • Cement, hydraulic
JOSE ANGEL VILLALOBOS MAGAÑA, in my capacity of notary public number nine in and for the Federal District, DO HEREBY ATTEST, as to the granting of:
BOOK ONE THOUSAND NINE HUNDRED AND FORTY-NINE ONE HUNDRED AND SIXTEEN THOUSAND THREE HUNDRED AND EIGHTY-ONE MEXICO CITY, FEDERAL DISTRICT, as of April twenty- two, two thousand and nine.Cemex Sab De Cv • June 30th, 2009 • Cement, hydraulic
JOSE ANGEL VILLALOBOS MAGAÑA, in my capacity of notary public number nine in and for the Federal District, DO HEREBY ATTEST, as to the granting of:
AMENDMENT TO CONDITIONAL WAIVER AND EXTENSION AGREEMENTWaiver and Extension Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic
FIRST AMENDMENT TO MATURITY LOAN “A” AGREEMENTAgreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic • New York
This First Amendment to the Maturity Loan “A” Agreement (as defined below), dated as of January 22, 2009 (this “Amendment No. 1”), is entered into by and among NEW SUNWARD HOLDING B.V. (the “Borrower”), a private company with limited liability formed under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands, CEMEX, S.A.B. de C.V., (the “Parent”), 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 the Parent, the “Guarantors”) a sociedad anónima de capital variable organized and existing pursuant to the laws of the United Mexican States, the several Lenders party thereto, and ING CAPITAL LLC, as administrative agent (the “Administrative Agent”).
GABRIEL BENJAMIN DIAZ SOTO NOTARY 131 IN AND FOR THE FEDERAL DISTRICTCemex Sab De Cv • June 30th, 2009 • Cement, hydraulic
GABRIEL BENJAMIN DIAZ SOTO, notary public number one hundred and thirty-one in and for the Federal District, do hereby certify as to the granting of the SIMPLE LOAN AGREEMENT entered into by and between BANCO NACIONAL DE COMNERCIO EXTERIOR, SOCIEDAD NACIONAL DE CREDITO, INSTITUCION DE BANCA DE DESARROLLO, hereinafter referred to as the “Lender”, represented herein by Messrs. Napoleon Vasquez Gomez and Jorge Arturo Tovar Castro, and by CEMEX, SOCIEDAD ANONIMA BURSATIL DE CAPITAL VARIABLE, hereinafter referred to as the “Borrower”, represented herein by Messrs. Hector Medina Aguilar and Victor Romo Munoz, subject to the terms of the following recitals and clauses.
FIRST AMENDMENT TO MATURITY LOAN “B” AGREEMENTAgreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic • New York
This First Amendment to the Maturity Loan “B” Agreement (as defined below), dated as of January 22, 2009 (this “Amendment No. 1”), is entered into by and among NEW SUNWARD HOLDING B.V. (the “Borrower”), a private company with limited liability formed under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands, CEMEX, S.A.B. de C.V., (the “Parent”), 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 the Parent, the “Guarantors”) a sociedad anónima de capital variable organized and existing pursuant to the laws of the United Mexican States, the several Lenders party thereto, and ING CAPITAL LLC, as administrative agent (the “Administrative Agent”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2009 • Cemex Sab De Cv • Cement, hydraulic • New York
This Fifth Amendment to the Credit Agreement (as defined below), dated as of January 22, 2009 (this “Amendment No. 5”), is entered into by and 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 (formerly known as “CEMEX, S.A. de C.V.”) (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, EMPRESAS TOLTECA DE MÉXICO, S.A. de C.V., a sociedad anónima de capital variable organized and existing pursuant to the laws of the United Mexican States (each a “Guarantor” and together, the “Guarantors”), the several Lenders party thereto, and ING CAPITAL LLC, as administrative agent (in such capacity, the “Administrative Agent”).
