CEMEX, S.A.B. de C.V., THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 7.750% SENIOR SECURED NOTES DUE 2026 INDENTURE Dated as of March 16, 2016Indenture • April 22nd, 2016 • Cemex Sab De Cv • Cement, hydraulic • New York
INDENTURE, dated as of March 16, 2016, among CEMEX, S.A.B. de C.V., a publicly traded stock corporation with variable capital (sociedad anónima bursátil de capital variable) organized under the laws of the United Mexican States (the “Issuer”), the guarantors listed on Schedule I hereto, as guarantors of the Issuer’s obligations under this Indenture and the Notes, and The Bank of New York Mellon, as trustee (the “Trustee”).
CEMEX, S.A.B. de C.V. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Amendment No. 2 to Deposit Agreement Dated as of February 11, 2015Deposit Agreement • April 22nd, 2016 • Cemex Sab De Cv • Cement, hydraulic • New York
AMENDMENT NO. 2 TO DEPOSIT AGREEMENT dated as of February 11, 2015 (the “Amendment”), by and among CEMEX, S.A.B. de C.V, a company incorporated and existing under the laws of the United Mexican States (the “Company”), Citibank, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts outstanding under the Deposit Agreement (as defined below).
CEMEX, S.A.B. DE C.V., THE BANK OF NEW YORK MELLON AS TRUSTEE AND CIBANCO S.A., INSTITUCIÓN DE BANCA MÚLTIPLE AS MEXICAN TRUSTEE 3.72% CONVERTIBLE SUBORDINATED NOTES DUE 2020 Indenture Dated as of May 28, 2015Indenture • April 22nd, 2016 • Cemex Sab De Cv • Cement, hydraulic • New York
THIS INDENTURE, dated as of May 28, 2015, 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, CIBanco S.A., Institución de Banca Múltiple (the “Mexican Trustee”). The Issuer has duly authorized the creation of its 3.72% Convertible Subordinated Notes due 2020 (including, as applicable, any additional notes issued under this Indenture, 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:
Security Confirmation Agreement (the “Agreement”) dated 17 March 2016 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...Security Confirmation Agreement • April 22nd, 2016 • Cemex Sab De Cv • Cement, hydraulic
ContractIrrevocable Share Security Trust Agreement • April 22nd, 2016 • Cemex Sab De Cv • Cement, hydraulic
AMENDING AND RESTATEMENT AGREEMENT dated July 29, 2015 (hereinafter referred to as the “Amending Agreement”) to the Irrevocable Share Security Trust Agreement No. F/111517-9 dated September 17, 2012 (hereinafter referred to as the “Original Trust Agreement”), formalized by and between:
Security Confirmation Agreement (the “Agreement”) dated 23 July 2015 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...Security Confirmation Agreement • April 22nd, 2016 • Cemex Sab De Cv • Cement, hydraulic
CEMEX, S.A.B. DE C.V. AS THE PARENT WITH CITIBANK INTERNATIONAL LIMITED AS THE FACILITY AGENT AND WILMINGTON TRUST (LONDON) LIMITED AS THE SECURITY AGENT AMENDMENT AND RESTATEMENT DEED IN RELATION TO THE INTERCREDITOR AGREEMENT DATED 17 SEPTEMBER 2012...Intercreditor Agreement • April 22nd, 2016 • Cemex Sab De Cv • Cement, hydraulic • England and Wales
CEMEX, S.A.B. de C.V. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARESAmerican Depositary Receipt • April 22nd, 2016 • Cemex Sab De Cv • Cement, hydraulic
CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (herein called the “Depositary”), hereby certifies that is the owner of American Depositary Shares (hereinafter “ADS”), each ADS representing ten (10) CPOs, each CPO representing (i) economic interests in two (2) Series A Shares of CEMEX, S.A. de C.V., a corporation incorporated under the laws of the United Mexican States (the “Company”), and (ii) one (1) Series B Share of the Company held in the CPO Trust (such CPOs the “Eligible Securities”) deposited under the Deposit Agreement with the Custodian which at the date of execution of the Deposit Agreement is Banco Nacional de México, S.A. (the “Custodian”). The ratio of Depositary Shares to Eligible Securities is subject to subsequent amendment as provided in Article IV of the Deposit Agreement. The Depositary’s Principal Office is located at 111 Wall Street, New York, New York 10043, U.S.A.
