building a STRONGER foundation - Cemex

4.44.7 Accession Deed, dated March 4, 2011, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A.,
concerning the shares of CEMEX España, S.A. relating to the private placement offer to exchange €119,350,000 aggregate
principal amount of 6.277% Fixed-to-Floating Rate Callable Perpetual Debentures issued by C-10 EUR Capital (SPV)
Limited for an additional U.S.$125,331,000 aggregate principal amount of the Company’s 9.25% U.S. Dollar-Denominated
Senior Secured Notes due 2020 to be issued under the Indenture, dated as of May 12, 2010. (k)
4.44.8 Accession Deed, dated April 5, 2011, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A.,
concerning the shares of CEMEX España, S.A. relating to the issuance by CEMEX of U.S.$800,000,000 Floating Rate
Senior Secured Notes due 2015. (k)
4.45 Underwriting Agreement (Contrato de Colocación), dated as of December 3, 2009, by and among CEMEX, S.A.B. de C.V.
as issuer, Casa de Bolsa Santander, S.A. de C.V., Grupo Financiero Santander, HSBC Casa de Bolsa, S.A. de C.V., Grupo
Financiero HSBC, Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Banamex,
Casa de Bolsa BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA, as underwriters in connection with the issuance by
CEMEX, S.A.B. de C.V. of Mandatory Convertible Bonds. (j)
4.46 Purchase Agreement, dated December 9, 2009, between CEMEX Finance LLC, as issuer, the Note Guarantors party thereto
and several institutional purchasers named therein, in connection with the issuance by CEMEX Finance LLC of
U.S.$1,250,000,000 9.5% Senior Secured Notes due 2016. (j)
4.47 Purchase Agreement, dated December 9, 2009, between CEMEX Finance LLC, as issuer, the Note Guarantors party thereto
and several institutional purchasers named therein, in connection with the issuance by CEMEX Finance LLC of
€350,000,000 9.625% Senior Secured Notes Due 2017. (j)
4.48 Indenture dated December 10, 2009, by and among CEMEX, S.A.B. de C.V., as issuer, Banco Mercantil de Norte Sociedad
Anonima, Institución de Banca Múltiple, Grupo Financiero Banorte, as common representative and calculation agent in
connection with the issuance by CEMEX, S.A.B. de C.V., of Mandatory Convertible Bonds. (j)
4.49 Indenture, dated December 14, 2009, among CEMEX Finance LLC, the Note Guarantors party thereto and the Bank of New
York Melon, as Trustee relating to the issuance by CEMEX Finance LLC of €350,000,000 9.625% Senior Secured Notes
Due 2017. (j)
4.50 Indenture, dated December 14, 2009, among CEMEX Finance LLC, the Note Guarantors party thereto and the Bank of New
York Melon, as Trustee relating to the issuance by CEMEX Finance LLC of U.S.$1,250,000,000 9.5% Senior Secured Notes
due 2016. (j)
4.50.1 Supplemental Indenture No. 1, dated January 19, 2010, among CEMEX Finance LLC, the Note Guarantors party thereto,
and The Bank of New York Mellon, as trustee relating to the issuance by CEMEX Finance LLC of U.S.$500,000,000 9.5%
Senior Secured Notes due 2016. (j)
4.51 Purchase Agreement, dated January 13, 2010, among CEMEX Finance LLC, as issuer, and several institutional purchasers
named therein, in connection with the issuance by CEMEX Finance LLC of U.S.$500,000,000 9.50% Senior Secured Notes
due 2016. (j)
4.52 Purchase Agreement, dated March 24, 2010, among CEMEX, S.A.B. de C.V. as issuer, and several institutional purchasers
named therein, in connection with the issuance by CEMEX, S.A.B. de C.V. of U.S.$715,000,000 4.875% Convertible
Subordinated Notes due 2015. (j)
4.53 Master Terms and Conditions Agreement, dated March 24, 2010, by and between Citibank, N.A. and CEMEX, S.A.B. de
C.V., relating to the capped call transaction entered into in connection with issuance by CEMEX, S.A.B. de C.V. of
U.S.$715,000,000 aggregate principal amount of 4.875% Convertible Subordinated Notes due 2015. (j)
4.55 Security Agreement, dated March 30, 2010, by and between Citibank, N.A. and CEMEX, S.A.B. de C.V. relating to the
capped call transaction entered into in connection with issuance by CEMEX, S.A.B. de C.V. of U.S.$715,000,000 aggregate
principal amount of 4.875% Convertible Subordinated Notes due 2015. (j)
4.56 Collateral Agreement, dated March 30, 2010, among Citibank, N.A., CEMEX, S.A.B. de C.V. and Banco Nacional de
México, S.A., Integrante del Grupo Financiero Banamex, División Fiduciaria relating to the capped call transaction entered
into in connection with issuance by CEMEX, S.A.B. de C.V. of U.S.$715,000,000 aggregate principal amount of 4.875%
Convertible Subordinated Notes due 2015.(j)
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