CEMEX ESPAÑA, S.A., ACTING THROUGH ITS LUXEMBOURG BRANCH, CEMEX ESPAÑA, S.A., LUXEMBOURG BRANCH THE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 9.875% U.S. DOLLAR-DENOMINATED SENIOR SECURED NOTES DUE 2019 and 9.875%...Indenture • April 30th, 2012 • Cemex Sab De Cv • Cement, hydraulic • New York
INDENTURE, dated as of March 28, 2012, among CEMEX España, S.A., a corporation (sociedad anónima) organized under the laws of Spain (“CEMEX España”), acting through its Luxembourg branch, CEMEX España, S.A., Luxembourg Branch (the “Issuer”), created by virtue of the resolution of the Board of Directors of CEMEX España dated March 12, 2010 and formalized in a public deed granted before Notary Public of Madrid, Mr. Rafael Monjo Carrió, on March 16, 2010 as number 502 of his official files, CEMEX, S.A.B. de C.V., (the “Company”), CEMEX México, S.A. de C.V. (“CEMEX México”), and New Sunward Holding B.V. (“New Sunward Holding”), as guarantors of the Issuer’s obligations under this Indenture and the Notes (the “Note Guarantors”), The Bank of New York Mellon (the “Trustee”), as Trustee.
DEALER MANAGER AGREEMENT February 27, 2012Dealer Manager Agreement • April 30th, 2012 • Cemex Sab De Cv • Cement, hydraulic • New York
This dealer manager agreement (this “Agreement”) will confirm the understanding among CEMEX, S.A.B. de C.V., a public stock corporation with variable capital (sociedad anónima bursátil de capital variable) organized under the laws of Mexico (“CEMEX”), CEMEX México, S.A. de C.V., a corporation with variable capital (sociedad anónima de capital variable) organized under the laws of Mexico (“CEMEX México”), New Sunward Holding B.V., a private company with limited liability formed under the laws of the Netherlands (“New Sunward Holding”), CEMEX España, S.A., Luxembourg Branch, a Luxembourg branch of CEMEX España, S.A., a corporation (sociedad anónima) organized under the laws of Spain (“CEMEX España”), created by virtue of the resolution of the Board of Directors of CEMEX España dated March 12, 2010 and formalized in a public deed granted before the Notary Public of Madrid Mr. Rafael Monjo Carrió on March 16, 2010 numbered 502 of his official files (“CEMEX España, Luxembourg Branch”), CEME
AMENDMENT TO THE DEALER MANAGER AGREEMENT March 12, 2012Dealer Manager Agreement • April 30th, 2012 • Cemex Sab De Cv • Cement, hydraulic • New York
This amendment (this “Amendment”) to the Dealer Manager Agreement, dated February 27, 2012 (the “Dealer Manager Agreement”), by and among the CEMEX Parties, the Capital SPVs, and the Dealer Managers (collectively, the “Parties”), will confirm the understanding among the Parties. Capitalized terms not otherwise defined in this Amendment have the same meaning as specified in the Dealer Manager Agreement.
