CEMEX, S.A.B. de C.V. THE NOTE GUARANTORS PARTY HERETO AND COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE 9.50% SENIOR SECURED NOTES DUE 2018 INDENTURE Dated as of September 17, 2012Cemex Sab De Cv • April 24th, 2013 • Cement, hydraulic • New York
INDENTURE, dated as of September 17, 2012, 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”), the guarantors listed on Schedule I hereto, as guarantors of the Issuer’s obligations under this Indenture and the Notes, and Computershare Trust Company, N.A. (the “Trustee”), as trustee.
CEMEX, S.A.B. de C.V. PURCHASE AGREEMENTPurchase Agreement • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic • New York
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.$600,000,000 principal amount of its 5.875% Senior Secured Notes due 2019 (the “Securities”). The Securities will be unconditionally guaranteed (the “Guarantees”) by each of (i) CEMEX México, S.A. de C.V. (“CEMEX México”), (ii) CEMEX España, S.A. (“CEMEX España”), (iii) Cemex Research Group AG (“CEMEX Research”), (iv) New Sunward Holding B.V. (“New Sunward”), (v) Cemex Shipping B.V. (“CEMEX Shipping”), (vi) Cemex Asia B.V. (“CEMEX Asia”), (vii) Cemex Egyptian Investments B.V. (“CEMEX Egypt,” and together with the companies in (iv) to (vii) above, the “Dutch Note Guarantors”), (viii) CEMEX UK, (ix) CEMEX France Gestion (S.A.S.) (“CEMEX
CEMEX FINANCE LLC (formerly CEMEX ESPAÑA FINANCE LLC) $106,586,333.79 9.66% Senior Notes due 2017 NOTE PURCHASE AGREEMENT Dated as of September 17, 2012Note Purchase Agreement • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic • New York
WHEREAS, pursuant to a Consolidated Amended and Restated Note Purchase Agreement dated as of August 14, 2009 (as amended, the “2009 Note Purchase Agreement”), the Company issued $882,407,495.57 aggregate principal amount of its 8.91% Senior Notes, Series A, due 2014 (the “2009 Series A Notes”), and ¥1,185,389,696.06 aggregate principal amount of its 6.625% Senior Notes, Series B, due 2014 (the “2009 Series B Notes”, and, together with the 2009 Series A Notes, the “Old Notes”), to the purchasers named on Schedule A thereto (together with any persons who became subsequent purchasers of Old Notes in accordance with Section 13.2 of the 2009 Note Purchase Agreement, the “2009 Noteholders”);
SUPPLEMENTAL INDENTURE NO. 2Cemex Sab De Cv • April 24th, 2013 • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 2, dated as of 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”).
SUPPLEMENTAL INDENTURE NO. 1Cemex Sab De Cv • April 24th, 2013 • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 1, dated as of September 17, 2012, among CEMEX Finance LLC, a limited liability company organized and existing pursuant to the laws of the State of Delaware (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”).
Share Pledge AgreementShare Pledge Agreement • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic
This share pledge agreement (the “Agreement”) is made 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 for the account of the Pledgees.
DATED 17 SEPTEMBER 2012 CITIBANK INTERNATIONAL PLC as Facility Agent The Facilities Agreement Creditors (as named herein) CEMEX, S.A.B. DE C.V. AND CERTAIN OF ITS SUBSIDIARIES as Original Borrowers, Original Guarantors, Original Security Providers and...Intercreditor Agreement • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic • England and Wales
Dated March 14, 2013 CEMEX, S.A.B. de C.V. and MERRILL LYNCH INTERNATIONAL and CITIGROUP GLOBAL MARKETS LIMITED and HSBC BANK PLC and BANCO SANTANDER, S.A. DEALER MANAGER AGREEMENTDealer Manager Agreement • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic
SUPPLEMENTAL INDENTURE NO. 2Cemex Sab De Cv • April 24th, 2013 • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 2, dated as of September 17, 2012, among CEMEX Finance LLC, a limited liability company organized and existing pursuant to the laws of the State of Delaware (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”).
SUPPLEMENTAL INDENTURE NO. 2Cemex Sab De Cv • April 24th, 2013 • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 2, dated as of 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”).
FACILITIES AGREEMENT for CEMEX, S.A.B. DE C.V. AND CERTAIN OF ITS SUBSIDIARIES THE FINANCIAL INSTITUTIONS, NOTEHOLDERS AND OTHER ENTITIES NAMED HEREIN AS ORIGINAL CREDITORS AND CITIBANK INTERNATIONAL PLC ACTING AS AGENT AND WILMINGTON TRUST (LONDON)...Facilities Agreement • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic • New York
ContractContribution Agreement • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic
IRREVOCABLE ADMINISTRATION TRUST AGREEMENT WITH REVERSION RIGHTS No. 111523-3 dated as of September 17, 2012 (this “Agreement”), entered into by and among:
SUPPLEMENTAL INDENTURE NO. 1Cemex Sab De Cv • April 24th, 2013 • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 1, dated as of September 17, 2012, 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”).
IRREVOCABLE SECURITY TRUST AGREEMENT IN RESPECT OF STOCK No. F/111517-9 (the “Agreement”), dated September 17, 2012, entered into by and among:Security Trust Agreement • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic
ANCILLARY AGREEMENT DATED 17 SEPTEMBER 2012 BETWEEN CEMEX, S.A.B. DE C.V. AND THE OBLIGORS AND THE EXTINGUISHING CREDITORS AND CITIBANK INTERNATIONAL PLC ACTING FOR ITSELF AND AS ADMINISTRATIVE AGENT ON BEHALF OF THE FINANCE PARTIES AND CITIBANK...Ancillary Agreement • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic • Delaware
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 1, dated as of September 17, 2012, 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”).
USPP NOTE GUARANTEEUspp Note Guarantee • April 24th, 2013 • Cemex Sab De Cv • Cement, hydraulic • New York
WHEREAS, pursuant to a Consolidated Amended and Restated Note Purchase Agreement dated as of August 14, 2009 (as amended, the “2009 Note Purchase Agreement”), CEMEX Finance LLC, formerly CEMEX España Finance LLC (“CEMEX Finance”) issued $882,407,495.57 aggregate principal amount of its 8.91% Senior Notes, Series A, due 2014 (the “2009 Series A Notes”), and ¥1,185,389,696.06 aggregate principal amount of its 6.625% Senior Notes, Series B, due 2014 (the “2009 Series B Notes”, and, together with the 2009 Series A Notes, the “Old Notes”), to the purchasers named on Schedule A thereto (together with any persons who became subsequent purchasers of Old Notes in accordance with Section 13.2 of the 2009 Note Purchase Agreement, the “2009 Noteholders”);
