Security Confirmation Agreement (the “Agreement”) dated 19 July 2017 between CEMEX, S.A.B. de C.V. and CEMEX México, S.A. de C.V. and Interamerican Investments, Inc. and Empresas Tolteca de México, S.A. de C.V. and Wilmington Trust (London) Limited...

Exhibit 4.8.2

EXECUTION

		Security Confirmation Agreement (the “Agreement”)
dated		19 July 2017
between		CEMEX, S.A.B. de C.V.
and		CEMEX México, S.A. de C.V.
and		Interamerican Investments, Inc.
and		Empresas Tolteca de México, S.A. de C.V.
and		Wilmington Trust (London) Limited acting for itself (including as creditor of the Parallel Debt Obligations) and as direct representative (direkter Stellvertreter) in the name and for the account of all other Pledgees (as defined below)
concerning		the confirmation of the pledge of 1’938’958’014 shares in the Company (as defined below)

Security Confirmation Agreement 2

THIS SECURITY CONFIRMATION AGREEMENT is entered into between:

(1) CEMEX, S.A.B. de C.V., Xx Xxxxxxxxxxxx 000 Xxx. Xxx., Xxxxxx, X.X. 00000, Monterrey, N.L., México (hereinafter “CEMEX”);

(2) CEMEX México, S.A. de C.V., Av Constitución 444 Pte. Col., Centro, C.P. 64000, Monterrey, N.L., México (hereinafter “CEMEX Mexico”);

(3) Interamerican Investments, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, 00000 Xxxxxxxx, Xxxxxx Xxxxxx (hereinafter “Interamerican”);

(4) Empresas Tolteca de México, S.A. de C.V. Av Constitución 444 Pte. Col., Centro, C.P. 64000, Monterrey, N.L., México (hereinafter “Tolteca”);

(CEMEX, CEMEX Mexico, Interamerican and Tolteca collectively referred to as the “Pledgors”); and

(5) Wilmington Trust (London) Limited, 1 King’s Arms Yard, Third Floor, London EC2R 7AF, United Kingdom, acting for itself (including as creditor of the Parallel Debt Obligations) and as direct representative (direkter Stellver-treter) in the name and for the account of all other Pledgees (as defined below) (the “Security Agent”).

RECITALS

A) CEMEX and certain of its subsidiaries as Original Borrowers, Original Guarantors and Original Security Providers (including the Company), the Original Creditors, Citibank Europe PLC, UK Branch (formerly Citibank International plc) as Agent and Wilmington Trust (London) Limited as Security Agent, among others, entered into a facilities agreement dated 29 September 2014, as amended and restated on 23 July 2015, 17 March 2016, 23 June 2016, 11 July 2016 and 21 November 2016 (each term as defined therein unless defined otherwise in this Agreement) (the “Club Loan”) and an intercreditor agreement dated 17 September 2012 as amended and restated pursuant to a deed of amendment dated 23 July 2015 (the “Intercreditor Agreement”).

B) In connection with the Club Loan and the Intercreditor Agreement, the Pledgors and the Security Agent acting for itself (including as creditor of the Parallel Debt Obligations) and as direct representative (direkter Stellvertreter) in the name and for the account of all other Pledgees entered into a Swiss law governed share pledge agreement dated 17 September 2012 regarding the pledge of 1’938’958’014 shares in the Company, as confirmed and (with respect of clauses 13.1 and 13.2 thereof) amended pursuant to a security confirmation agreement dated 23 July 2015 and re-confirmed on 17 March 2016 (the “Share Pledge Agreement”).

Security Confirmation Agreement 3

C) On the date hereof, Cemex, S.A.B. de C.V. as Borrower, the subsidiaries of the Borrower (including the Company) listed in Part I of Schedule 1 thereto as Original Guarantors or respectively as Original Security Providers, [BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as Arrangers, the financial institutions listed in Part II of Schedule 1 as Original Lenders, Citibank Europe PLC, UK Branch as Agent and Wilmington Trust (London) Limited as Security Agent entered into a term and revolving facilities agreement (each term as defined therein unless define otherwise herein) (the “New Facilities Agreement”) pursuant to which all commitments under the Club Loan will be cancelled on the first Utilisation Date (as defined in the Facilities Agreement);

D) in connection with the Facilities Agreement, the Intercreditor Agreement will be amended pursuant to an intercreditor amendment and restatement deed dated on the date hereof between, among others, CEMEX, S.A.B. de C.V. and certain of its subsidiaries, the Intra-Group Lenders (as named therein), Citibank Europe plc, UK Branch (formerly Citibank International Ltd), as Facilities Agent, and Wilmington Trust (London) Limited, as Security Agent (the “Intercreditor Amendment and Restatement Deed”, and the Intercreditor Agreement as amended and restated by the Intercreditor Amendment and Restatement Deed, the “Amended Intercreditor Agreement”).

E) It is a condition precedent under the New Facilities Agreement that the Pledgors enter into this Agreement.

F) In accordance with Clause 11.1 (Trust), 11.2 (Finance Parallel Debt (Covenant to pay the Security Agent)) and Clause 11.3 (Notes Parallel Debt (Covenant to pay the Security Agent)) of the Amended Intercreditor Agreement, each Pledgee has appointed the Security Agent to enter into this Agreement as direct representative (direkter Stellvertreter) in the name and for the account of each Pledgee as well as creditor of the Parallel Debt Obligations.

IT IS AGREED as follows:

1 Definitions and Interpretation

1.1 Definitions

Unless defined otherwise herein, capitalized terms and expressions used herein shall have the meaning ascribed to them in the New Facilities Agreement and if not defined therein, as defined in the Amended Intercreditor Agreement. In this Agreement (capitalized terms as defined below):

Amended Intercreditor Agreement		has the meaning given to such term in Recital (D).
Bail-in Action		means the exercise of any Write-down and Conversion Powers.
Bail-in Legislation		means

Security Confirmation Agreement 4

		a)  in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-in Legislation Schedule from time to time; and
		b)  in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
Club Loan		has the meaning given to such term in Recital (A).
Company		means CEMEX TRADEMARKS HOLDING Ltd., a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland and registered under number CHE-109.294.363 with the commercial register authority of the Canton of Berne.
Debtor		means the Debtor and each Security Provider as defined in the Amended Intercreditor Agreement.
EEA Member Country		means any member state of the European Union, Iceland, Liechtenstein and Norway;
Effective Date		means the 2017 Amendment Intercreditor Effective Date as defined in the Facilities Agreement.
EU Bail-in Legislation Schedule		means the document described as such and published by the Loan Market Association (or any successor person) from time to time.
Intercreditor Amendment and Restatement Deed		has the meaning given to such term in Recital (D).
Intercreditor Agreement		has the meaning given to such term in Recital (A).
New Facilities Agreement		has the meaning given to such term in Recital (C).
Parallel Debt Obligation		means the obligations set out in Clause 11.2

Security Confirmation Agreement 5

		(Finance Parallel Debt (Covenant to pay the Security Agent)) and Clause 11.3 (Notes Parallel Debt (Covenant to pay the Security Agent)) of the Amended Intercreditor Agreement.
Pledge		has the meaning given to such term in the Share Pledge Agreement.
Pledgees		means the Pledgees as defined in the Share Pledge Agreement (including, for the avoidance of doubt, the Secured Parties as defined in the Amended Intercreditor Agreement).
Resolution Authority		means any body which has authority to exercise any Write-down and Conversion Powers;
Share Pledge Agreement		has the meaning given to such term in Recital (B)
Write-down and Conversion Powers		means
		c)  in relation to any Bail-in Legislation described in the EU Bail-in Legislation Schedule from time to time, the powers described as such in relation to that Bail-in Legislation in the EU Bail-in Legislation Schedule;
		d)  in relation to any other applicable Bail-in Legislation:
		(i) any powers under that Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-in Legislation that are related to or ancillary to any of those powers; and
		(ii)  any similar or analogous powers under that Bail-in Legislation.

Security Confirmation Agreement 6

1.2 Interpretation

In this Agreement:

a) unless the context requires otherwise, references herein to the Security Agent shall be read as references to the Security Agent acting for itself (including as creditor of the Parallel Debt Obligations) and as direct representative (direkter Stellvertreter) in the name and for the account of all other Pledgees;

b) in the event of a conflict between the terms of this Agreement and the New Facilities Agreement, then (to the extent permitted by law and to the extent the validity and enforceability of the security created under this Agreement is not affected) the terms of the New Facilities Agreement shall prevail;

c) in the event of a conflict between the terms of this Agreement and the Amended Intercreditor Agreement, then (to the extent the validity and enforceability of the security created under this Agreement is not affected) the terms of the Amended Intercreditor Agreement shall prevail; and

d) in the event of a conflict between the terms of this Agreement and any Debt Document other than the New Facilities Agreement or the Amended Intercreditor Agreement, then the terms of this Agreement shall prevail.

2 Confirmation

As of the Effective Date, each of the Pledgors confirms for the benefit of the Security Agent and the other Pledgees that the Pledge and other security interests granted in connection with and pursuant to the terms of the Share Pledge Agreement are and continue in full force and effect and hereafter shall continue to secure the Secured Obligations under and as defined in the Share Pledge Agreement (which includes, inter alia, all obligations owed by the Debtor in relation to the New Facilities Agreement and the Amended Intercreditor Agreement).

Furthermore, each of the Pledgors confirms as of the Effective Date for the benefit of the Security Agent and the other Pledgees that the Plegde and other security interests granted in connection with and pursuant to the terms of the Share Pledge Agreement shall, for the avoidance of doubt, also secure the obligations owed by the Debtor or Security Provider (as applicable) from time to time to any Facilities Agreement Creditor, any Refinancing Creditor and any Additional Notes Creditor, each as defined in the Amended Intercreditor Agreement.

Security Confirmation Agreement 7

For the avoidance of doubt, each party hereby confirms that this Agreement shall not and does not cause a novation (keine Novation) of any of the rights or obligations of any party under the Share Pledge Agreement.

The Pledgors further agree and confirm that for the benefit of the Security Agent as of the Effective Date all references in the Share Pledge Agreement:

a) to the “Facilities Agreement” are references to the New Facilities Agreement;

b) all references to the “Intercreditor Agrement” are references to the Amended Intercreditor Agreement.

3 Credit Facility Document and Security Document

The parties agree that this Agreement is a Debt Document, Finance Document and a Transaction Security Document.

4 Contractual Recognition of Bail-in

Notwithstanding any other term of this Agreement or any other agreement, arrangement or understanding between the Parties, the Pledgors acknowledge and accept that any liability of the Security Agent and/or any Secured Party under or in connection with this Agreement may be subject to Bail-in Action by the relevant Resolution Authority and acknowledge and accept to be bound by the effect of:

a) any Bail-in Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, them; and

(iii) a cancellation of any such liability; and

b) a variation of any term of any Debt Document to the extent necessary to give effect to any Bail-in Action in relation to any such liability.

The Pledgors further agree that upon the taking of any Bail-In Action by a relevant Resolution Authority, any liability of the Security Agent and/or any Secured Party to the Pledgors under this Agreement shall, as a matter of contract as between the Parties, be reduced, converted, cancelled, or suspended (and that any term of this Agreement shall be varied) in such manner as it is expressed to be pursuant to such Bail-In Action.

Security Confirmation Agreement 8

5 Waivers and Amendments

a) No failure on the part of the Security Agent to exercise, or delay on its part in exercising any right under this Agreement or the Share Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of a right under this Agreement or the Share Pledge Agreement preclude any further or other exercise of that or any other right under the Debt Documents.

b) Any amendment or waiver of this Agreement or any provision of this Agreement shall only be binding if agreed in writing by the parties hereto.

6 Severability

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, this shall not affect or impair (i) the validity or enforceability in that jurisdiction of any other provision of this Agreement or (ii) the validity or enforceability in any other jurisdiction of that or any other provision of this Agreement. The illegal, invalid or unenforceable provision shall be replaced by a legal, valid and enforceable provision which approximates as closely as possible to the economic purpose of the illegal, invalid or unenforceable provision. The same shall apply mutatis mutandis in case of omissions.

7 Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

8 Law and Jurisdiction

a) This Agreement shall in all respects, including all the rights in rem aspects, be governed by, and construed in accordance with, the substantive laws of Switzerland (under the exclusion of the conflict of law rules, including the Swiss Federal Statute on Private International Law of 18 December 1987, as amended).

b) Each party submits to the exclusive jurisdiction of the ordinary courts of the city of Zurich (ordentliche Gerichte der Stadt Zürich), Switzerland, venue being Zurich 1 (and if permitted to the Commercial Court of the Canton of Zurich (Handelsgericht des Kantons Zürich)), with the right to appeal to the Swiss Federal Court (Schweizerisches Bundesgericht) in Lausanne as provided by law, whose judgment shall be final, for all purposes relating to this Agreement. The Security Agent and each of the other Pledgees reserve the right to bring an action against the Pledgors at each of the Pledgors’ place of domicile or before any other competent court, in which case Swiss law shall nevertheless be applicable as provided in Article 7a) above.

Signatures on next page

Security Confirmation Agreement
CEMEX, S.A.B. de C.V.
		/s/ Francisco Xxxxxx Xxxxxx Xxxx Xx Xxxxxxx
Name:		Francisco Xxxxxx Xxxxxx Xxxx Xx Xxxxxxx
Title:		Attorney in Fact

CEMEX México, S.A. de C.V.
		/s/ Francisco Xxxxxx Xxxxxx Xxxx Xx Xxxxxxx
Name:		Francisco Xxxxxx Xxxxxx Xxxx Xx Xxxxxxx
Title:		Attorney in Fact

Interamerican Investments, Inc.
		/s/ Xxxxxxxx Xxxxxxx Xxxxx
Name:		Xxxxxxxx Xxxxxxx Xxxxx
Title:		Attorney in Fact

Empresas Tolteca de México, S.A. de C.V.
		/s/ Francisco Xxxxxx Xxxxxx Xxxx Xx Xxxxxxx
Name:		Francisco Xxxxxx Xxxxxx Xxxx Xx Xxxxxxx
Title:		Attorney in Fact

Wilmington Trust (London) Limited

as Pledgee and Security Agent acting for itself (including as creditor of the Parallel Debt Obligations) and as direct representative (direkter Stellvertreter) in the name and for the account of all other Pledgees

/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Authorised Signatory