building a STRONGER foundation - Cemex

4.57 Amended and Restated Dealer Manager Agreement, dated May 6, 2010, among CEMEX, S.A.B. de C.V., CEMEX México,
S.A. de C.V., New Sunward Holding B.V., New Sunward Holding Financial Ventures, B.V., CEMEX España acting through
its Luxembourg branch, J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd., Citigroup Global Markets Inc, Citigroup
Global Markets Ltd., C5 Capital (SPV) Ltd., C8 Capital (SPV) Ltd., C10 Capital (SPV) Ltd., and C-10 Capital (SPV) Ltd.
(collectively, the Capital SPVs) in connection with the offers to exchange any and all of the outstanding fixed-to-floating
rate callable perpetual debentures, issued by the Capital SPVs, for 9.25% U.S. Dollar-denominated senior secured notes due
2020, in the case of the USD Exchange Offers and 8.875% Euro-denominated senior secured notes due 2017, issued by
CEMEX España, S.A., acting through its Luxembourg branch. (j)
4.58 Indenture, dated May 12, 2010, among CEMEX España acting through its Luxembourg branch, as issuer, CEMEX, S.A.B.
de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, and The Bank of New York Mellon,
as trustee, with respect to the issuance of U.S.$1,067,665,000 aggregate principal amount of 9.25% U.S. Dollar-
Denominated Senior Secured Notes Due 2020 and €115,346,000 aggregate principal amount of the 8.875% Euro-
Denominated Senior Secured Notes Due 2017. (j)
4.59 Purchase Agreement, dated January 4, 2011, among CEMEX, S.A.B de C.V., as issuer, the Note Guarantors party thereto
and several institutional purchasers named therein, in connection with the issuance by CEMEX S.A.B. de C.V. of
U.S.$1,000,000,000 9.000% Senior Secured Notes due 2018. (k)
4.60 Indenture, dated January 11, 2011, among CEMEX, S.A.B. de C.V., the Note Guarantors party thereto and the Bank of New
York Melon, as Trustee relating to the issuance by CEMEX, S.A.B. de C.V. of U.S.$1,000,000,000 9.000% Senior Secured
Notes due 2018. (k)
4.61 Purchase Agreement, dated March 9, 2011, 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.$800,000,000 3.25% Convertible
Subordinated Notes due 2016. (k)
4.62 Purchase Agreement, dated March 9, 2011, 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.$600,000,000 3.75% Convertible
Subordinated Notes due 2018. (k)
4.63 Master Terms and Conditions Agreement, dated March 9, 2011, 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.$800,000,000 3.25% Convertible Subordinated Notes due 2016. (k)
4.64 Master Terms and Conditions Agreement, dated March 9, 2011, by and between JPMorgan Chase Bank, National
Association, London Branch 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.$800,000,000 3.25% Convertible Subordinated Notes due 2016. (k)
4.65 Master Terms and Conditions Agreement, dated March 9, 2011, by and between BNP Paribas 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.$600,000,000 3.75% Convertible Subordinated Notes due 2018. (k)
4.66 Master Terms and Conditions Agreement, dated March 9, 2011, by and between Bank of America, 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.$800,000,000 3.25% Convertible Subordinated Notes due 2016 and U.S.$600,000,000 3.75% Convertible
Subordinated Notes due 2018. (k)
4.67 Master Terms and Conditions Agreement, dated March 9, 2011, by and between The Royal Bank of Scotland plc 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.$800,000,000 3.25% Convertible Subordinated Notes due 2016. (k)
4.68 Master Terms and Conditions Agreement, dated March 9, 2011, by and between HSBC Bank USA, National Association
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.$800,000,000 3.25% Convertible Subordinated Notes due 2016. (k)
4.69 Master Terms and Conditions Agreement, dated March 9, 2011, by and between Banco Santander, S.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.$800,000,000 3.25% Convertible Subordinated Notes due 2016 and U.S.$600,000,000 3.75% Convertible Subordinated
Notes due 2018. (k)
4.70 Purchase Agreement, dated March 29, 2011, among CEMEX, S.A.B de C.V., as issuer, the Note Guarantors party thereto
and several institutional purchasers named therein, in connection with the issuance by CEMEX S.A.B. de C.V. of
U.S.$800,000,000 Floating Rate Senior Secured Notes due 2015. (k)
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