Common use of Determination of Multipliers Clause in Contracts

Determination of Multipliers. The Note Issuer has requested that JPMorgan Chase Bank, N.A. ("JPMCB") delay the determination of the multipliers to be included in the Note, the Note Indenture and the Offering Memorandum with respect to the Yen Rate (as defined in the Preliminary Offering Memorandum) of the Note in order to increase the likelihood of optimal pricing of the Note for the Note Issuer. JPMCB shall determine such multipliers in its discretion, in consultation with the Note Issuer, prior to the close of business New York City time on Wednesday, December 13, 2006, based on market pricing for JPMCB’s hedging activities relating to Extinguishable Cross-Currency Swap (as defined in the Preliminary Offering Memorandum). The Note Issuer agrees that the multipliers determined by JPMCB shall be binding on the Note Issuer regardless of their amount and acknowledges that it understands, and has agreed to bear, the market risks relating to the determination of these multipliers. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, C5 CAPITAL (SPV) LIMITED By__/s/ Xxxxxxx Fay________________ Name: Xxxxxxx Xxx Title: Authorised Signatory for Atlantic Managers Ltd, Director CEMEX, S.A.B. de C.V. By___/s/ Xxxxxxx Treviño_________ Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact CEMEX MÉXICO S.A. de C.V. By___/s/ Xxxxxxx Treviño_________ Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact NEW SUNWARD HOLDING B.V. By___/s/ Xxxxxxx Treviño_________ Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact 33 NEW SUNWARD HOLDING FINANCIAL VENTURES B.V. By___/s/ Xxxxxxx Treviño_________ Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact 34 Accepted: December 11, 2006

Determination of Multipliers. The Note Issuer has requested that JPMorgan Chase BankHSBC Bank USA, N.A. ("JPMCB") delay delays the determination of the multipliers to be included in the Note, the Note Indenture and the Offering Memorandum with respect to the Yen Rate (as defined in the Preliminary Offering Memorandum) of the Note in order to increase the likelihood of optimal pricing of the Note for the Note Issuer. JPMCB The Note Issuer shall cause HSBC Bank USA, N.A. to determine such multipliers in its discretion, in consultation with the Note Issuer, prior to the close opening of business New York City time on WednesdayMay 8, December 13, 20062007, based on market pricing for JPMCBHSBC Bank USA, N.A.’s hedging activities relating to Extinguishable Cross-Currency Swap (as defined in the Preliminary Offering Memorandum)Swap. The Note Issuer agrees that the multipliers determined by JPMCB HSBC Bank USA, N.A. shall be binding on the Note Issuer regardless of their amount and acknowledges that it understands, and has agreed to bear, the market risks relating to the determination of these multipliers. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, C5 C10-EUR CAPITAL (SPV) LIMITED By /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Authorised Signatory for Ogier Managers (BVI) Limited, Director CEMEX, S.A.B. de C.V. By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer CEMEX MÉXICO, S.A. de C.V. By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer NEW SUNWARD HOLDING B.V. By s/ Xxxx Xxxxxxx Urionabarrenechea Güenechea Name: Xxxx Xxxxxxx Urionabarrenechea Güenechea Title: Attorney-in-Fact 40 NEW SUNWARD HOLDING FINANCIAL VENTURES B.V. By /s/ Xxxx Xxxxxxx Urionabarrenechea Güenechea Name: Xxxx Xxxxxxx Urionabarrenechea Güenechea Title: Attorney-in-Fact Accepted: May 3, 2007 BARCLAYS BANK PLC By__/s/ Xxxxxxx Fay___Xxxx Craven_____________ Name: Xxxxxxx Xxx Xxxx Xxxxxx Title: Authorised Signatory for Atlantic Managers Ltd, Director CEMEX, S.A.B. de C.V. By___/s/ Xxxxxxx Treviño_________ Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact CEMEX MÉXICO S.A. de C.V. By___/s/ Xxxxxxx Treviño_________ Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact NEW SUNWARD HOLDING B.V. By___/s/ Xxxxxxx Treviño_________ Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact 33 NEW SUNWARD HOLDING FINANCIAL VENTURES B.V. By___/s/ Xxxxxxx Treviño_________ Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact 34 Accepted: December 11, 2006Authorized Signatory

Determination of Multipliers. The Note Issuer has requested that JPMorgan Chase Bank, N.A. Barclays Bank PLC ("JPMCBBarclays") delay the determination of the multipliers to be included in the Note, the Note Indenture and the Offering Memorandum with respect to the Yen Rate (as defined in the Preliminary Offering Memorandum) of the Note in order to increase the likelihood of optimal pricing of the Note for the Note Issuer. JPMCB Barclays shall determine such multipliers in its discretion, in consultation with the Note Issuer, prior to the close of business New York City time on WednesdayFebruary ___, December 13, 20062007, based on market pricing for JPMCB’s Barclays’ hedging activities relating to Extinguishable Cross-Currency Swap (as defined in the Preliminary Offering Memorandum). The Note Issuer agrees that the multipliers determined by JPMCB Barclays shall be binding on the Note Issuer regardless of their amount and acknowledges that it understands, and has agreed to bear, the market risks relating to the determination of these multipliers. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, C5 C8 CAPITAL (SPV) LIMITED By__/s/ By /s/ Xxxxxxx Fay________________ Xxx Name: Xxxxxxx Xxx Title: Authorised Signatory for Atlantic Ogier Managers Ltd, (BVI) Limited Director CEMEX, S.A.B. de C.V. By___/s/ By /s/ Xxxxxxx Treviño_________ Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact Chief Financial Officer CEMEX MÉXICO MÉXICO, S.A. de C.V. By___/s/ By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer NEW SUNWARD HOLDING B.V. By /s/ Xxxxxxx Treviño_________ Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact NEW SUNWARD HOLDING FINANCIAL VENTURES B.V. By___/s/ By /s/ Xxxxxxx Treviño_________ Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact 33 NEW SUNWARD HOLDING FINANCIAL VENTURES B.V. By___/s/ Xxxxxxx Treviño_________ Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact 34 Accepted: December 11February 6, 20062007

Determination of Multipliers. The Note Issuer has requested that JPMorgan Chase Bank, N.A. ("JPMCB") delay the determination of the multipliers to be included in the Note, the Note Indenture and the Offering Memorandum with respect to the Yen Rate (as defined in the Preliminary Offering Memorandum) of the Note in order to increase the likelihood of optimal pricing of the Note for the Note Issuer. JPMCB shall determine such multipliers in its discretion, in consultation with the Note Issuer, prior to the close of business New York City time on Wednesday, December 13, 2006, based on market pricing for JPMCB’s hedging activities relating to Extinguishable Cross-Currency Swap (as defined in the Preliminary Offering Memorandum). The Note Issuer agrees that the multipliers determined by JPMCB shall be binding on the Note Issuer regardless of their amount and acknowledges that it understands, and has agreed to bear, the market risks relating to the determination of these multipliers. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, C5 C10 CAPITAL (SPV) LIMITED By__/s/ By /s/ Xxxxxxx Fay________________ Xxx Name: Xxxxxxx Xxx Title: Authorised Signatory for Atlantic Managers Ltd, Director CEMEX, S.A.B. de C.V. By___/s/ By /s/ Xxxxxxx Treviño_________ Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact CEMEX MÉXICO S.A. de C.V. By___/s/ By /s/ Xxxxxxx Treviño_________ Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact NEW SUNWARD HOLDING B.V. By___/s/ By /s/ Xxxxxxx Treviño_________ Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact 33 NEW SUNWARD HOLDING FINANCIAL VENTURES B.V. By___/s/ By /s/ Xxxxxxx Treviño_________ Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Attorney-in-Fact 34 Accepted: December 11, 2006