CEMEX FINANCE LLC, THE NOTE GUARANTORS PARTY HERETO, THE BANK OF NEW YORK MELLON, AS TRUSTEE AND THE BANK OF NEW YORK MELLON, LONDON BRANCH, AS PAYING AGENT AND TRANSFER AGENT 5.250% SENIOR SECURED NOTES DUE 2021 INDENTURE (€ Denominated Notes) Dated...Indenture • April 28th, 2014 • Cemex Sab De Cv • Cement, hydraulic • New York
INDENTURE, dated as of April 1, 2014, among CEMEX Finance LLC, a limited liability company organized and existing pursuant to the laws of the State of Delaware (the “Issuer”), CEMEX, S.A.B. de C.V. (the “Company”) and the other note guarantors listed on Schedule I hereto, as guarantors of the Issuer’s obligations under this Indenture and the Notes, The Bank of New York Mellon, as trustee (the “Trustee”) and The Bank of New York Mellon, London Branch, as paying agent (the “Paying Agent”) and transfer agent (the “Transfer Agent”).
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • April 28th, 2014 • Cemex Sab De Cv • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 2, dated as of June 6, 2013, among CEMEX Finance LLC, a limited liability company organized and existing pursuant to the laws of the State of Delaware (the “Issuer”), the existing guarantors under the Indenture (as defined below) listed on Schedule I hereto (collectively, the “Existing Guarantors”), CEMEX Egyptian Investments II B.V., a besloten vennootschap organized under the laws of the Netherlands (the “New Guarantor” and, together with the Existing Guarantors, the “Note Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”).
CEMEX, S.A.B. DE C.V., THE BANK OF NEW YORK MELLON AS TRUSTEE AND THE BANK OF NEW YORK MELLON, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE AS MEXICAN TRUSTEE 3.75% CONVERTIBLE SUBORDINATED NOTES DUE 2018 Indenture Dated as of March 15, 2011Indenture • April 28th, 2014 • Cemex Sab De Cv • Cement, hydraulic • New York
THIS INDENTURE, dated as of March 15, 2011, 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, The Bank of New York Mellon, S.A., Institución de Banca Múltiple (the “Mexican Trustee”). The Issuer has duly authorized the creation of its 3.75% Convertible Subordinated Notes due 2018 (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:
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • April 28th, 2014 • Cemex Sab De Cv • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 1, dated as of April 1, 2014, among CEMEX, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of the United Mexican States (the “Issuer”), the existing guarantors under the Indenture (as defined below) listed on Schedule I hereto (collectively, the “Existing Guarantors”), CEMEX Finance LLC, a Delaware limited liability company (the “New Guarantor” and, together with the Existing Guarantors, the “Note Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • April 28th, 2014 • Cemex Sab De Cv • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 4, dated as of April 1, 2014, among CEMEX España, S.A., a corporation (sociedad anónima) organized under the laws of Spain, acting through its Luxembourg branch, CEMEX España, S.A., Luxembourg Branch (the “Issuer”), the existing guarantors under the Indenture (as defined below) listed on Schedule I hereto (collectively, the “Existing Guarantors”), CEMEX Finance LLC, a Delaware limited liability company (the “New Guarantor” and, together with the Existing Guarantors, the “Note Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 5Supplemental Indenture • April 28th, 2014 • Cemex Sab De Cv • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE No. 5, dated as of April 1, 2014, among CEMEX, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of the United Mexican States (the “Issuer”), the existing guarantors under the Indenture (as defined below) listed on Schedule I hereto (collectively, the “Existing Guarantors”), CEMEX Finance LLC, a Delaware limited liability company (the “New Guarantor” and, together with the Existing Guarantors, the “Note Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”).
AMENDMENT AND RESTATEMENT AGREEMENT dated as of January 10, 2014Amendment and Restatement Agreement • April 28th, 2014 • Cemex Sab De Cv • Cement, hydraulic
Citibank, N.A. (“Citibank”) and CEMEX, S.A.B. de C.V. (“Cemex”) have entered into a Master Terms and Conditions for Capped Call Transactions, dated as of March 24, 2010 (as from time to time supplemented, the “Master Confirmation”), and a Transaction as evidenced by the Amended and Restated Confirmation dated as of March 25, 2010 (the “Capped Call Confirmation” and, together with the Master Confirmation, the “Capped Call Agreement”), which is subject to a single agreement in the form of the ISDA Master Agreement (Multicurrency – Cross Border), as published by the International Swaps and Derivatives Association, Inc. (including the terms and elections related thereto in the Master Confirmation, the “Deemed Agreement”), deemed to exist between Citibank and Cemex pursuant to the Capped Call Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Capped Call Agreement or the Deemed Agreement, as applicable.
AMENDMENT AGREEMENTTrust Agreement • April 28th, 2014 • Cemex Sab De Cv • Cement, hydraulic
TO THE TRUST AGREEMENT NUMBER 111033-9 ENTERED INTO BY AND BETWEEN CEMEX, S.A.B. DE C.V., REPRESENTED HEREIN BY MR. RAMIRO VILLARREAL MORALES, IN HIS CAPACITY OF SECRETARY OF THE BOARD OF DIRECTORS AND GENERAL ATTORNEY-IN-FACT OF THE COMPANY, HEREINAFTER AND FOR THE PURPOSES OF THIS AGREEMENT REFERRED TO AS “CEMEX”, AND BANCO NACIONAL DE MEXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, DIVISION FIDUCIARIA, REPRESENTED HEREIN BY MESSRS. FRANCISCO JOSE BALTAZAR RODRIGUEZ AND MARIA DE LOS ANGELES MONTEMAYOR GARZA, IN THEIR CAPACITY OF TRUST OFFICERS OF SUCH INSTITUTION, HEREINAFTER AND FOR THE PURPOSES OF THIS AGREEMENT REFERRED TO AS THE “TRUSTEE”, WHO AGREE TO FORMALIZE THEIR AGREEMENT PURSUANT TO THE FOLLOWING STATEMENTS AND CLAUSES.
DATED 16 October 2013 AMENDMENT AGREEMENT between CEMEX, S.A.B. de C.V. acting for itself and as agent on behalf of each other Obligor and CITIBANK INTERNATIONAL PLC acting for itself and as Agent on behalf of the Finance Parties RELATING TO THE...Amendment Agreement • April 28th, 2014 • Cemex Sab De Cv • Cement, hydraulic
