CEMEX FINANCE LLC, THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 9.50% SENIOR SECURED NOTES DUE 2016 INDENTURE (U.S. $ Denominated Notes) Dated as of December 14, 2009Cemex Sab De Cv • June 30th, 2010 • Cement, hydraulic • New York
INDENTURE, dated as of December 14, 2009, among CEMEX Finance LLC, a limited liability company organized and existing pursuant to the laws of the state of Delaware (the “Issuer”), CEMEX, S.A.B. de C.V., (the “Company”), CEMEX México, S.A. de C.V. (“CEMEX México”), CEMEX España, S.A. (“CEMEX España”), CEMEX Corp., CEMEX Concretos, S.A. de C.V. (“CEMEX Concretos”), Empresas Tolteca de México, S.A. de C.V. (“Empresas Tolteca”) and New Sunward Holding B.V. (“New Sunward Holding”), as Note Guarantors of the Issuer’s obligations under this Indenture and the Notes (the “Note Guarantors”), and The Bank of New York Mellon (the “Trustee”), as Trustee.
NEW SUNWARD HOLDING FINANCIAL VENTURES B.V., as Issuer, and CEMEX, S.A.B. de C.V., CEMEX MEXICO, S.A. de C.V., and NEW SUNWARD HOLDING B.V. as Guarantors, TO THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of May 12,...Second Supplemental Indenture • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
THIS SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) is made as of the 12th day of May, 2010, among New Sunward Holding Financial Ventures B.V., as issuer (the “Company”), CEMEX, S.A.B. de C.V. (“CEMEX”), CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors (the “Guarantors”), The Bank of New York Mellon, as trustee (the “Trustee”), Swap 10 Capital (SPV) Limited (the “Swap Counterparty”) and C10 Capital (SPV) Limited.
NEW SUNWARD HOLDING FINANCIAL VENTURES B.V., as Issuer, and CEMEX, S.A.B. de C.V., CEMEX MEXICO, S.A. de C.V., and NEW SUNWARD HOLDING B.V. as Guarantors, TO THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 10,...First Supplemental Indenture • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
THIS FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) is made as of the 10th day of August, 2009, among New Sunward Holding Financial Ventures B.V., as issuer (the “Company”), CEMEX, S.A.B. de C.V. (“CEMEX”), CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors (the “Guarantors”), and The Bank of New York Mellon, as trustee (the “Trustee”).
New Sunward Holding Financial Ventures B.V.,Indenture • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic
NOTE INDENTURE, dated as of May 9, 2007, among New Sunward Holding Financial Ventures B.V., a private company with limited liability formed under the laws of the Netherlands (herein called the “Company”), having its principal office at Amsteldijk 166, 1079 LH Amsterdam, each of the Guarantors (as hereinafter defined) and The Bank of New York, a bank duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).
CEMEX, S.A.B. DE C.V., THE BANK OF NEW YORK MELLON AS TRUSTEE AND THE BANK OF NEW YORK MELLON, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE AS MEXICAN TRUSTEE 4.875% CONVERTIBLE SUBORDINATED NOTES DUE 2015 Indenture Dated as of March 30, 2010Indenture • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
THIS INDENTURE, dated as of March 30, 2010, is between CEMEX, S.A.B. de C.V. a publicly traded variable capital corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico (the “Issuer”), The Bank of New York Mellon, as trustee (the “Trustee”) and, solely for compliance with certain Mexican law requirements set forth in Section 7.01(b) and Section 7.06, The Bank of New York Mellon, S.A., Institución de Banca Múltiple (the “Mexican Trustee”). The Issuer has duly authorized the creation of its 4.875% Convertible Subordinated Notes due 2015 (the “Notes”) and to provide therefor the Issuer, the Trustee and the Mexican Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders from time to time of the Notes:
CEMEX, S.A.B. de C.V. Ave. Ricardo Margain Zozaya 325 Colonia Valle del Campestre San Pedro Garza García, N.L. 66265 Mexico As of March 30, 2010Letter Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
Reference is made to the Second Amended and Restated Deposit Agreement, dated as of August 10, 1999, by and among CEMEX, S.A.B. de C.V., a company organized under the laws of the United Mexican States (the “Company”), Citibank, N.A., as Depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (“ADSs”) issued thereunder, as amended by Amendment No. 1 to Second Amended and Restated Deposit Agreement, dated as of July 1, 2005, and supplemented by Letter Agreement, dated October 12, 2007 (as so amended and supplemented, the “Deposit Agreement”). All capitalized terms used, but not otherwise defined, herein shall have the meaning assigned thereto in the Deposit Agreement.
FINANCING AGREEMENT for CEMEX, S.A.B. de C.V. with THE FINANCIAL INSTITUTIONS AND NOTEHOLDERS NAMED HEREIN as Participating Creditors and CITIBANK INTERNATIONAL PLC acting as Administrative Agent and WILMINGTON TRUST (LONDON) LIMITED acting as...Financing Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
CEMEX Finance LLC PURCHASE AGREEMENTPurchase Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
CEMEX Finance LLC, a Delaware limited liability company (the “Issuer”), an indirect subsidiary of CEMEX, S.A.B. de C.V., a publicly traded stock corporation with variable capital (sociedad anónima bursátil de capital variable) organized under the laws of Mexico (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, U.S.$1,250,000,000 principal amount of its 9.500% Senior Secured Notes due 2016 (the “Securities”). The Securities will be unconditionally guaranteed (the “Guarantees”) by each of (i) the Company, CEMEX México, S.A. de C.V., Empresas Tolteca de México, S.A. de C.V. and CEMEX Concretos, S.A. de C.V. (collectively, the “Mexican Note Guarantors”), (ii) New Sunward Holding B.V. (“New Sunward”), (iii) CEMEX España, S.A. (“CEMEX España”); and (iv) CEMEX Corp. (the “U.S. Note Guarantor” and together with the Mexican Note Guarantors, CEMEX España and
AMENDED AND RESTATED DEALER MANAGER AGREEMENTDealer Manager Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
This dealer manager agreement (this “Agreement”) will confirm the understanding among CEMEX, S.A.B. de C.V., a public traded stock corporation with variable capital (sociedad anónima bursátil de capital variable) organized under the laws of Mexico (“CEMEX”), CEMEX Mexico, S.A. de C.V., a corporation organized under the laws of Mexico (“CEMEX Mexico”), New Sunward Holding B.V., a private company with limited liability formed under the laws of the Netherlands (“New Sunward Holding”), CEMEX España, S.A. Luxembourg Branch, a Luxembourg branch of CEMEX España, S.A., a corporation (sociedad anónima) organized under the laws of Spain (“CEMEX España”), created by virtue of the resolution of the Board of Directors of CEMEX España dated March 12, 2010 and formalized in a public deed granted before Notary Public of Madrid Mr. Rafael Monjo Carrió on March 16, 2010 numbered 502 of his official files (“CEMEX España, Luxembourg Branch”), New Sunward Holding
CEMEX Finance LLC PURCHASE AGREEMENTPurchase Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
CEMEX Finance LLC, a Delaware limited liability company (the “Issuer”), an indirect subsidiary of CEMEX, S.A.B. de C.V., a publicly traded stock corporation with variable capital (sociedad anónima bursátil de capital variable) organized under the laws of Mexico (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, U.S.$500,000,000 principal amount of its 9.50% Senior Secured Notes due 2016 (the “Securities”). The Securities will be unconditionally guaranteed (the “Guarantees”) by each of (i) the Company, CEMEX México, S.A. de C.V., Empresas Tolteca de México, S.A. de C.V. and CEMEX Concretos, S.A. de C.V. (collectively, the “Mexican Note Guarantors”), (ii) New Sunward Holding B.V. (“New Sunward”), (iii) CEMEX España, S.A. (“CEMEX España”); and (iv) CEMEX Corp. (the “U.S. Note Guarantor” and together with the Mexican Note Guarantors, CEMEX España and Ne
CEMEX ESPAÑA FINANCE LLC $882,407,495.57 8.91% Senior Notes, Series A, due 2014 ¥1,185,389,696.06 6.625% Senior Notes, Series B, due 2014 CONSOLIDATED AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of August 14, 2009Note Purchase Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
WHEREAS, pursuant to a Note Purchase Agreement dated as of June 23, 2003 (as amended, the “2003 Note Purchase Agreement”), the Company issued $103,000,000 aggregate principal amount of its 4.77% Senior Notes, Series 2003, Tranche 1, due 2010 (the “2003 Tranche 1 Notes”), $96,000,000 aggregate principal amount of its 5.36% Senior Notes, Series 2003, Tranche 2, due 2013 (the “2003 Tranche 2 Notes”), and $201,000,000 aggregate principal amount of its 5.51% Senior Notes, Series 2003, Tranche 3, due 2015 (the “2003 Tranche 3 Notes” and together with the 2003 Tranche 1 Notes and 2003 Tranche 2 Notes, the “2003 Notes”), to the purchasers named on Schedule A thereto;
DATED 18 March 2010 AMENDMENT AGREEMENT between CEMEX, S.A.B. de C.V. acting for itself and as agent on behalf of each Obligor and CITIBANK INTERNATIONAL PLC acting for itself and as Administrative Agent on behalf of the Finance Parties RELATING TO...Financing Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic
DATED 14 AUGUST 2009 CITIBANK INTERNATIONAL PLC as Administrative Agent The Participating Creditors (as named herein) CEMEX, S.A.B. DE C.V. AND CERTAIN OF ITS SUBSIDIARIES as Original Borrowers, Original Guarantors and Original Security Providers...Intercreditor Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
OMNIBUS AMENDMENT AND WAIVER AGREEMENTOmnibus Amendment and Waiver Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
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 .
COLLATERAL AGREEMENTCollateral Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
This Collateral Agreement (as amended from time to time, the “Collateral Agreement”) is entered into as of March 30, 2010 by and among CITIBANK, N.A. (together with its successors and assigns, “Citibank”), CEMEX, S.A.B. de C.V., a publicly traded stock corporation with variable capital (sociedad anónima bursátil de capital variable) organized under the laws of Mexico (“Cemex”) and Banco Nacional de México, S.A., Integrante del Grupo Financiero Banamex, División Fiduciaria, acting solely as trustee under trust No. 111339-7 (the “Trust”).
AMENDMENT AGREEMENT between CEMEX, S.A.B. de C.V. acting for itself and as agent on behalf of each Obligor and CITIBANK INTERNATIONAL PLC acting for itself and as Administrative Agent on behalf of the Finance Parties RELATING TO THE FINANCING...Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic
AMENDMENT AGREEMENT between CEMEX, S.A.B. de C.V. acting for itself and as agent on behalf of each Obligor and CITIBANK INTERNATIONAL PLC acting for itself and as Administrative Agent on behalf of the Finance Parties and WILMINGTON TRUST (LONDON)...Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic
ContractCemex Sab De Cv • June 30th, 2010 • Cement, hydraulic
OFFICIAL TRANSLATION, David A. González Vessi, Authorized Translator from English-Spanish, Spanish-English, Approval Number 861/2010 dated as of January 25, 2010.
SECURITY AGREEMENTSecurity Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
This Security Agreement (as amended from time to time, this “Security Agreement”) is entered into as of March 30, 2010 by and between CITIBANK, N.A. (together with its successors and assigns, “Citibank”), and CEMEX, S.A.B. de C.V., a publicly traded stock corporation with variable capital (sociedad anónima bursátil de capital variable) organized under the laws of Mexico (“Cemex”).
Share Pledge AgreementPledge Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic
This share pledge agreement (the “Agreement”) is made as of 2009 by and between CEMEX, CEMEX Mexico, Interamerican and Tolteca (the “Pledgors”) and Wilmington Trust (London) Limited (the “Security Agent”), acting in its capacity as security agent and acting in the name and on behalf of the Pledgees.
SUPPLEMENTAL INDENTURE NO. 1Cemex Sab De Cv • June 30th, 2010 • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 1, dated as of January 19, 2010 by and between CEMEX Finance LLC, a limited liability company organized and existing pursuant to the laws of the state of Delaware (the “Company”), the Note Guarantors party thereto (the “Note Guarantors”), and The Bank of New York Mellon, as trustee (the “Trustee”).
IRREVOCABLE SECURITY TRUST AGREEMENT IN RESPECT OF STOCK No. F/111388-5 (the “Agreement”), dated September 3, 2009, entered into by and among:Security Trust Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic
NEW SUNWARD HOLDING B.V. CEMEX, S.A.B. DE C.V. SUNWARD ACQUISITIONS N.V. as Pledgors and WILMINGTON TRUST (LONDON) LIMITED as Security Agent and the Secured Parties Share Pledges AgreementFinancing Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic • New York
NEW SUNWARD HOLDING B.V., a company duly incorporated under the laws of The Netherlands, with registered offices at Amsteldijk 166, 1079LH Amsterdam, The Netherlands, registered with the Chamber of Commerce and Industries for Amsterdam (Kamer van Koophandel en Fabrieken voor Amsterdam) under the number 34133556 and with tax identification number N-0032922-G (hereinafter, “Holding”).
Cemex S.A.B. de C.V. — Direct Registration System for ADSsCemex Sab De Cv • June 30th, 2010 • Cement, hydraulic • New York
Reference is made to Amendment No. 1 to the Second Amended and Restated Deposit Agreement, dated as of July 1, 2005 (the “Deposit Agreement”), by and among Cemex S.A.B. de C.V. (the “Company”), Citibank, N.A., as Depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”) issued thereunder, each ADS representing ten (10) Shares (the “Shares”) of the Company. Capitalized terms used herein without definition shall have the meaning assigned thereto in the Deposit Agreement.
ContractUnderwriting Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic
This UNDERWRITING AGREEMENT (this “Agreement”), is entered as of September 22, 2009, into by and between Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, a company of Grupo Financiero Banamex (“Accival”), J.P. Morgan Casa de Bolsa, S.A. de C.V., J.P. Morgan Grupo Financiero (“JPMorgan”), Casa de Bolsa Santander, S.A. de C.V., Grupo Financiero Santander (“Santander”), Casa de Bolsa BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer (“BBVA Bancomer”), and HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC (“HSBC”; and HSBC together with Accival, JPMorgan, Santander and BBVA Bancomer, collectively referred to as the “Lead Mexican Underwriters”), CEMEX, S.A.B. de C.V. (alternatively, “Cemex” or the “Company”), Centro Distribuidor de Cemento, S.A. de C.V. (“Cedice”), Empresas Tolteca de Mexico, S.A. de C.V. (“ETM”) and Petrocemex, S.A. de C.V. (“Petrocemex”; and Petrocemex, together with Cedice and ETM, collectively referred to as the “Selling Shareholders”, and the Se
CEMEX, S.A. de C.V. AND CITIBANK, N.A., As Depositary AND HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS Amendment No. 1 to Second Amended and Restated Deposit Agreement Dated as of July 1, 2005Deposit Agreement • June 30th, 2010 • Cemex Sab De Cv • Cement, hydraulic
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, is made as of July 1, 2005 (the “Amendment”), by and among CEMEX, S.A. de C.V., a company incorporated and existing under the laws of the United Mexican States (the “Company”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America and acting solely as depositary (the “Depositary”) for an American Depositary Receipt facility (the “ADR Facility”) and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued under the Deposit Agreement (as defined below).
