Common use of Financial Statements and Disclosures Clause in Contracts

Financial Statements and Disclosures. (i) The consolidated historical financial statements of CEMEX and its consolidated subsidiaries, and the related notes thereto, filed by CEMEX with the Mexican Stock Exchange (the "MSB") for the year ended December 31, 2002 (the "Financial Statements") present fairly in all material respects the consolidated financial position of CEMEX and its consolidated subsidiaries taken together as a whole as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; and said Financial Statements have been prepared in sjdc-1278732.4 11 conformity with generally accepted accounting principles in Mexico applied on a consistent basis throughout the periods involved (except as otherwise noted therein). (ii) As of the date of this Amendment No. 2, (A) there has been no change in the consolidated assets, liabilities or financial condition of CEMEX from that reflected in the Financial Statements, except for changes in the ordinary course of business none of which have, singly or in the aggregate, had a Material Adverse Effect on CEMEX and its subsidiaries taken as a whole, (B) other than general economic or political conditions, since the filing of the Financial Statements, there has been no event causing a Material Adverse Effect as to CEMEX and its subsidiaries taken as a whole, nor any development that could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect as to CEMEX and its subsidiaries taken as a whole, and (C) the aggregate number of shares of CEMEX Common Stock issued or issuable pursuant to the exercise of all warrants, options, subscriptions, purchase rights or conversion or exchange rights in any convertible securities does not materially exceed the aggregate number of such shares issued or so issuable as reflected in the Financial Statements except, in the case of clauses (A), (B) and (C), as disclosed to the Seller in writing or otherwise publicly disclosed by CEMEX. (iii) The Financial Statements did not, at the time of their filing with the MSB, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when they were so filed, not misleading.

Financial Statements and Disclosures. (ia) The consolidated historical financial statements of CEMEX and its consolidated subsidiaries, and the related notes thereto, included in CEMEX's Annual Report on Form 20-F for the fiscal year ended December 31, 2001 (the "2001 Form 20-F"), as filed by CEMEX with the Mexican Stock U.S. Securities and Exchange Commission (the "MSBSEC") for the year ended December 31), 2002 (the "Financial Statements") present fairly in all material respects the consolidated financial position of CEMEX and its consolidated subsidiaries taken together as a whole as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; and said Financial Statements financial statements have been prepared in sjdc-1278732.4 11 conformity with Mexican generally accepted accounting principles in Mexico applied on a consistent basis throughout the periods involved (except as otherwise noted therein). (iib) As of the date of this Amendment No. 2Agreement, (Ai) there has been no change in the consolidated assets, liabilities or financial condition of CEMEX from that reflected in the Financial Statements2001 Form 20-F, except for changes in the ordinary course of business none of which have, singly or in the aggregate, had a Material Adverse Effect on CEMEX and its subsidiaries taken as a whole, (Bii) other than general economic or political conditions, since the filing of the Financial Statements2001 Form 20-F, there has been no event causing a Material Adverse Effect as to CEMEX and its subsidiaries taken as a whole, nor any development that could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect as to CEMEX and its subsidiaries taken as a whole, and (Ciii) the aggregate number of shares of CEMEX Common Stock issued or issuable pursuant to the exercise of all warrants, options, subscriptions, purchase rights or conversion or exchange rights in any convertible securities does not materially exceed the aggregate number of such shares issued or so issuable as reflected in the Financial Statements consolidated financial statements of CEMEX included in the 2001 Form 20-F, except, in the case of clauses (Ai), (Bii) and (Ciii), as disclosed to the Seller in writing or otherwise publicly disclosed by CEMEX.. 483745.01-New York S4A 22 (iiic) The Financial Statements 2001 Form 20-F did not, at the time of their its filing with the MSBSEC, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when they were the 2001 Form 20-F was so filed, not misleading.

Financial Statements and Disclosures. (ia) The consolidated historical financial statements of CEMEX and its consolidated subsidiaries, and the related notes thereto, included in CEMEX's Annual Report on Form 20-F for the fiscal year ended December 31, 2001 (the "2001 Form 20-F"), as filed by CEMEX with the Mexican Stock U.S. Securities and Exchange Commission (the "MSBSEC") for the year ended December 31), 2002 (the "Financial Statements") present fairly in all material respects the consolidated financial position of CEMEX and its consolidated subsidiaries taken together as a whole as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; and said Financial Statements financial statements have been prepared in sjdc-1278732.4 11 conformity with Mexican generally accepted accounting principles in Mexico applied on a consistent basis throughout the periods involved (except as otherwise noted therein). (iib) As of the date of this Amendment No. 2Agreement, (Ai) there has been no change in the consolidated assets, liabilities or financial condition of CEMEX from that reflected in the Financial Statements2001 Form 20-F, except for changes in the ordinary course of business none of which have, singly or in the aggregate, had a Material Adverse Effect on CEMEX and its subsidiaries taken as a whole, (Bii) other than general economic or political conditions, since the filing of the Financial Statements2001 Form 20-F, there has been no event causing a Material Adverse Effect as to CEMEX and its subsidiaries taken as a whole, nor any development that could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect as to CEMEX and its subsidiaries taken as a whole, and (Ciii) the aggregate number of shares of CEMEX Common Stock issued or issuable pursuant to the exercise of all warrants, options, subscriptions, purchase rights or conversion or exchange rights in any convertible securities does not materially exceed the aggregate number of such shares issued or so issuable as reflected in the Financial Statements consolidated financial statements of CEMEX included in the 2001 Form 20-F, except, in the case of clauses (Ai), (Bii) and (Ciii), as disclosed to the Seller in writing or otherwise publicly disclosed by CEMEX. (iiic) The Financial Statements 2001 Form 20-F did not, at the time of their its filing with the MSBSEC, contain an untrue statement of a material fact or omit to state a 483742.01-New York S4A 22 material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when they were the 2001 Form 20-F was so filed, not misleading.

Financial Statements and Disclosures. (ia) The consolidated historical financial statements of CEMEX and its consolidated subsidiaries, and the related notes thereto, included in CEMEX's Annual Report on Form 20-F for the fiscal year ended December 31, 2001 (the "2001 Form 20-F"), as filed by CEMEX with the Mexican Stock U.S. Securities and Exchange Commission (the "MSBSEC") for the year ended December 31), 2002 (the "Financial Statements") present fairly in all material respects the consolidated financial position of CEMEX and its consolidated subsidiaries taken together as a whole as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; and said Financial Statements financial statements have been prepared in sjdc-1278732.4 11 conformity with Mexican generally accepted accounting principles in Mexico applied on a consistent basis throughout the periods involved (except as otherwise noted therein). (iib) As of the date of this Amendment No. 2Agreement, (Ai) there has been no change in the consolidated assets, liabilities or financial condition of CEMEX from that reflected in the Financial Statements2001 Form 20-F, except for changes in the ordinary course of business none of which have, singly or in the aggregate, had a Material Adverse Effect on CEMEX and its subsidiaries taken as a whole, (Bii) other than general economic or political conditions, since the filing of the Financial Statements2001 Form 20-F, there has been no event causing a Material Adverse Effect as to CEMEX and its subsidiaries taken as a whole, nor any development that could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect as to CEMEX and its subsidiaries taken as a whole, and (Ciii) the aggregate number of shares of CEMEX Common Stock issued or issuable pursuant to the exercise of all warrants, options, subscriptions, purchase rights or conversion or exchange rights in any convertible securities does not materially exceed the aggregate number of such shares issued or so issuable as reflected in the Financial Statements consolidated financial statements of CEMEX included in the 2001 Form 20-F, except, in the case of clauses (Ai), (Bii) and (Ciii), as disclosed to the Seller in writing or otherwise publicly disclosed by CEMEX. (iii) The Financial Statements did not, at the time of their filing with the MSB, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when they were so filed, not misleading.

Financial Statements and Disclosures. (ia) The consolidated historical financial statements of CEMEX and its consolidated subsidiaries, and the related notes thereto, included in CEMEX's Annual Report on Form 20-F for the fiscal year ended December 31, 2001 (the "2001 Form 20-F"), as filed by CEMEX with the Mexican Stock U.S. Securities and Exchange Commission (the "MSBSEC") for the year ended December 31), 2002 (the "Financial Statements") present fairly in all material respects the consolidated financial position of CEMEX and its consolidated subsidiaries taken together as a whole as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; and said Financial Statements financial statements have been prepared in sjdc-1278732.4 11 conformity with Mexican generally accepted accounting principles in Mexico applied on a consistent basis throughout the periods involved (except as otherwise noted therein). (iib) As of the date of this Amendment No. 2Agreement, (Ai) there has been no change in the consolidated assets, liabilities or financial condition of CEMEX from that reflected in the Financial Statements2001 Form 20-F, except for changes in the ordinary course of business none of which have, singly or in the aggregate, had a Material Adverse Effect on CEMEX and its subsidiaries taken as a whole, (Bii) other than general economic or political conditions, since the filing of the Financial Statements2001 Form 20-F, there has been no event causing a Material Adverse Effect as to CEMEX and its subsidiaries taken as a whole, nor any development that could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect as to CEMEX and its subsidiaries taken as a whole, and (Ciii) the aggregate number of shares of CEMEX Common Stock issued or issuable pursuant to the exercise of all warrants, options, subscriptions, purchase rights or conversion or exchange rights in any convertible securities does not materially exceed the aggregate number of such shares issued or so issuable as reflected in the Financial Statements consolidated financial statements of CEMEX included in the 2001 Form 20-F, except, in the case of clauses (Ai), (Bii) and (Ciii), as disclosed to the Seller in writing or otherwise publicly disclosed by CEMEX. (iiic) The Financial Statements 2001 Form 20-F did not, at the time of their its filing with the MSBSEC, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of 483741.01-New York S4A 22 the circumstances under which they were made when they were the 2001 Form 20-F was so filed, not misleading.