CEMEX, S.A.B. de C.V., THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 5.700% SENIOR SECURED NOTES DUE 2025 INDENTURE Dated as of September 11, 2014Cemex Sab De Cv • April 27th, 2015 • Cement, hydraulic • New York
INDENTURE, dated as of September 11, 2014, among 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 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 The Bank of New York Mellon, as trustee (the “Trustee”).
AMENDMENT AGREEMENT DATED 31 OCTOBER 2014 RELATING TO AN INTERCREDITOR AGREEMENT DATED 17 SEPTEMBER 2012 BETWEEN (AMONG OTHERS) CEMEX, S.A.B. DE C.V. THE PARENT AND WILMINGTON TRUST (LONDON) LIMITED ACTING AS SECURITY AGENT AMENDMENT AGREEMENTAmendment Agreement • April 27th, 2015 • Cemex Sab De Cv • Cement, hydraulic
The Security Agent confirms (on the basis of information provided to it by the Facility Agent and the Club Loan Agent in accordance with paragraph (d) of clause 17.1 (Information and dealing) of the Original Intercreditor Agreement) that an Instructing Group has consented to the amendments referred to in Clause 2 (Amendment of the Original Intercreditor Agreement). On the basis of that consent, the Facility Agent and the Club Loan Agent have instructed the Security Agent to execute this Agreement for itself and on behalf of the other Secured Parties in accordance with clause 20.3 (Effectiveness) of the Original Intercreditor Agreement.
AMENDMENT AGREEMENT DATED 31 OCTOBER 2014 RELATING TO A FACILITIES AGREEMENT DATED 17 SEPTEMBER 2012 (AS AMENDED) BETWEEN (AMONG OTHERS) CEMEX, S.A.B. DE C.V. THE PARENT CITIBANK INTERNATIONAL LIMITED (FORMERLY CITIBANK INTERNATIONAL PLC) ACTING AS...Amendment Agreement • April 27th, 2015 • Cemex Sab De Cv • Cement, hydraulic • Delaware
CEMEX, S.A.B. DE C.V., THE BANK OF NEW YORK MELLON AS TRUSTEE AND CIBANCO S.A., INSTITUCIÓN DE BANCA MÚLTIPLE AS MEXICAN TRUSTEE CONVERTIBLE SUBORDINATED NOTES DUE 2020 Indenture Dated as of March 13, 2015Indenture • April 27th, 2015 • Cemex Sab De Cv • Cement, hydraulic • New York
THIS INDENTURE, dated as of March 13, 2015, 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, CIBanco S.A., Institución de Banca Múltiple (the “Mexican Trustee”). The Issuer has duly authorized the creation of its Convertible Subordinated Notes due 2020 (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:
PLEDGE AGREEMENT among CEMEX, S.A.B. DE C.V., THE BANK OF NEW YORK MELLON, As Collateral Agent and Securities Intermediary and THE BANK OF NEW YORK MELLON, As Note Purchase Contract Agent Dated as of October 3, 2014Pledge Agreement • April 27th, 2015 • Cemex Sab De Cv • Cement, hydraulic • New York
PLEDGE AGREEMENT, dated as of October 3, 2014 among 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 “Company”), The Bank of New York Mellon, as collateral agent for the Company (in such capacity, the “Collateral Agent”) and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Securities Account (in such capacity, the “Securities Intermediary”) and The Bank of New York Mellon, as note purchase contract agent and as attorney-in-fact of the Holders from time to time of the Contingent Convertible Units (in such capacity, the “Note Purchase Contract Agent”) under the Note Purchase Contract Agreement.
ContractCemex Sab De Cv • April 27th, 2015 • Cement, hydraulic
[Notarial Seal] - - - VOLUME ONE THOUSAND TWO HUNDRED SEVENTY. - - - - - - - - - - - PUBLIC DEED NUMBER SIXTY ONE THOUSAND ONE HUNDRED NINETY SEVEN - - - - - - - - - - - - - - - - - - - - - - - - - - - In Mexico City, Federal District, on the Twenty Third day of September of Two Thousand Fourteen, the undersigned ERICK SALVADOR PULLIAM ABURTO, Notary Public Number One Hundred Ninety Six of this city, hereby attest the AMENDMENT TO THE TRUST AGREEMENT REGISTERED UNDER NUMBER 111033-9 (ONE HUNDRED ELEVEN THOUSAND THIRTY THREE DASH NINE) EXECUTED ON SEPTEMBER 6 (SIX) OF 1999 (NINETEEN NINETY NINE) AT BANCO NACIONAL DE MEXICO, SOCIEDAD ANONIMA, INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, DIVISION FIDUCIARIA, ENTERED INTO BY AND BETWEEN “BANCO NACIONAL DE MEXICO”, SOCIEDAD ANONIMA, INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, DIVISION FIDUCIARIA, represented herein by ELVA NELLY WING TREVIÑO AND EDUARDO CHAVEZ HUITRON, in their capacity as trust officers of such institution, hereinafter and for
