Amendment No. 4 to $1,200,000,000 = Term Credit Agreement

This Fourth Amendment to the Credit = Agreement (as=20 defined below), dated as of December 19, 2008 (this =93Amendment=20 No. 4=94), is entered into by and among CEMEX, = S.A.B. de=20 C.V., a sociedad an=F3nima burs=E1til de capital variable = organized and=20 existing pursuant to the laws of the United Mexican States (formerly = known as=20 =93CEMEX, S.A. de C.V.=94) (the =93Borrower=94), CEMEX = M=C9XICO, S.A. de=20 C.V., a sociedad an=F3nima de capital variable organized and = existing=20 pursuant to the laws of the United Mexican States, EMPRESAS TOLTECA = DE=20 M=C9XICO, S.A. de C.V., a sociedad an=F3nima de capital = variable=20 organized and existing pursuant to the laws of the United Mexican States = (each a=20 =93Guarantor=94 and together, the =93Guarantors=94), the = several Lenders=20 party thereto, BARCLAYS BANK PLC, NEW YORK BRANCH, as = Administrative=20 Agent (the =93Administrative Agent=94).

A. The Borrower, the Guarantors, the=20 Administrative Agent, the several Lenders party thereto, Barclays = Capital, The=20 Investment Banking Division of Barclays Bank PLC, as Joint Lead Arranger = and=20 Joint Bookrunner, and Citigroup Global Markets Inc., as Documentation = Agent,=20 Joint Lead Arranger and Joint Bookrunner, are parties to that certain = senior=20 secured credit facility, dated as of May 31, 2005 in the amount of=20 U.S.$1,200,000,000, as amended by Amendment No. 1, dated as of=20 June 19, 2006, the Amendment and Waiver No. 2, dated as of=20 November 30, 2006, and the Amendment and Waiver No. 3, dated = as of=20 May 9, 2007 (as now or hereafter amended, restated, waived or = otherwise=20 modified, the =93Credit Agreement=94).

B. The Borrower has requested that the = Administrative Agent and the Lenders consent to the following amendment = to the=20 Credit Agreement.

C. This Amendment No. 4 shall = constitute a=20 Transaction Document and these Recitals shall be construed as part of = this=20 Amendment No. 4.

NOW THEREFORE, in consideration of the = premises=20 and the mutual covenants hereinafter contained, and of the Loans and = other=20 extensions of credit heretofore, now or hereafter made to, or for the = benefit=20 of, the Borrower by the Lenders, the Borrower, the Guarantors, the=20 Administrative Agent, and the Lenders hereby agree as follows: =

1. Definitions. Except to the = extent=20 otherwise specified herein, capitalized terms used in this Amendment = No. 4=20 shall have the same meanings ascribed to them in the Credit Agreement.=20

2. Amendments. Subject to = Section 5,=20 the Credit Agreement is hereby amended as follows:

2.1 The definition for = =93Acquisition=94 in=20 Section 1.01 (=93Certain Definitions=94) shall be deleted = and replaced=20 in its entirety with the following language:

=93=93Acquisition=94 means any merger, consolidation, = acquisition or=20 lease of assets, acquisition of securities or business combination or=20 acquisition, or any two or more of such transactions, if upon the = completion of=20 such transaction or transactions, the Borrower or any Subsidiary thereof = has=20 acquired an interest in assets comprising all or substantially all of an = operating unit, division or line of business or in any Person who is = deemed to=20 be a Subsidiary under this Agreement and was not a Subsidiary prior = thereto.=94=20

2.2 The definition for =93Consolidated = Net Debt=94 in=20 Section 1.01 (=93Certain Definitions=94) shall be deleted = and replaced=20 in its entirety with the following language:

=93=93Consolidated Net Debt=94 means, at any date, the = sum (without=20 duplication) of (a) the aggregate amount of all Debt of the = Borrower and=20 its Subsidiaries at such date, plus (b) to the extent not = included=20 in Debt, the aggregate amount of all derivative financing in the form of = equity=20 swaps outstanding at such date (except to the extent such exposure is = cash=20 collateralized) minus (c) all Temporary Investments (for the = avoidance of doubt, net of any amounts pledged as cash collateral) of = the=20 Borrower and its Subsidiaries at such date.=94

2.3 The definition for =93Consolidated = Net Debt /=20 EBITDA Ratio=94 in Section 1.01 (=93Certain Definitions=94) = shall be=20 deleted and replaced in its entirety with the following language: =

=93Consolidated Net Debt / EBITDA Ratio=94 means, on any = date of=20 determination, the ratio of (a) Consolidated Net Debt on such date = to=20 (b) EBITDA for the one year period ending on such date (subject to=20 adjustment as set forth in the definition of =93EBITDA=94).

2.4 The definition for =93Debt=94 in = Section 1.01=20 (=93Certain Definitions=94) shall be deleted and replaced in its = entirety=20 with the following language:

=93=93Debt=94 of any Person means, without duplication, = (i) all=20 obligations of such Person for borrowed money, (ii) all obligations = of such=20 Person evidenced by bonds, debentures, notes or other similar = instruments,=20 (iii) all obligations of such Person to pay the deferred purchase = price of=20 property or services, except trade accounts payable arising in the = ordinary=20 course of business, (iv) all obligations of such Person as lessee = under=20 Capital Leases, (v) all Debt of others secured by a Lien on any = asset of=20 such Person, up to the value of such asset, as recorded in such = Person=92s most=20 recent balance sheet, (vi) all obligations of such Person with = respect to=20 product invoices incurred in connection with export financing, = (vii) all=20 obligations of such Person under repurchase agreements for the stock = issued by=20 such Person or another Person and (viii) all Guarantees of such = Person in=20 respect of any of the foregoing. For the avoidance of doubt, Debt does = not=20 include Derivatives or Qualified Receivables Transactions. With respect = to the=20 Borrower and its Subsidiaries, the aggregate amount of Debt outstanding = shall be=20 adjusted by the Value of Debt Currency Derivatives solely for the = purposes of=20 calculating the Consolidated Net Debt / EBITDA Ratio. If the Value of = Debt=20 Currency Derivatives is a positive mark-to-market valuation for the = Borrower and=20 its Subsidiaries, then Debt shall decrease accordingly, and if the Value = of Debt=20 Currency Derivatives is a negative mark-to-market valuation for the = Borrower and=20 its Subsidiaries, then Debt shall increase by the absolute value = thereof.=94=20

2.5 The definition for =93EBITDA=94 in = Section 1.01 (=93Certain Definitions=94) shall be deleted = and replaced=20 in its entirety with the following language:

=93=93EBITDA=94 means, for any period, the sum for the = Borrower and its=20 Subsidiaries, determined on a consolidated basis of (a) operating = income=20 (utilidad de operaci=F3n), (b) cash interest income and=20 (c) depreciation and amortization expense, in each case determined = in=20 accordance with Mexican GAAP, subject to the adjustments herein, = consistently=20 applied for such period and adjusted for Discontinued EBITDA as follows: = if the=20 amount of Discontinued EBITDA is a positive amount, then EBITDA shall = increase=20 by such amount, and if the amount of Discontinued EBITDA is a negative = amount,=20 then EBITDA shall decrease by the absolute value of such amount. For the = purposes of calculating EBITDA for any applicable period pursuant to any = determination of the Consolidated Net Debt / EBITDA Ratio

(but not the Consolidated Fixed Charge Coverage Ratio):=20 (A) (i) if at any time during such applicable period the = Borrower or=20 any of its Subsidiaries shall have made any Material Disposition, the = EBITDA for=20 such applicable period shall be reduced by an amount equal to the EBITDA = (if=20 positive) attributable to the property that is the subject of such = Material=20 Disposition for such applicable period (but when the Material = Disposition is by=20 way of lease, income received by the Borrower or any of its Subsidiaries = under=20 such lease shall be included in EBITDA) and (ii) if at any time = during such=20 applicable period the Borrower or any of its Subsidiaries shall have = made any=20 Material Acquisition, EBITDA for such applicable period shall be = calculated=20 after giving pro forma effect thereto (including the incurrence = or=20 assumption of any Debt) as if such Material Acquisition had occurred on = the=20 first day of such applicable period. Additionally, if since the = beginning of=20 such applicable period any Person that subsequently shall have become a=20 Subsidiary or was merged or consolidated with the Borrower or any of its = Subsidiaries as a result of a Material Acquisition occurring during such = applicable period shall have made any Disposition or Acquisition of = property=20 that would have required an adjustment pursuant to clause (i) or=20 (ii) above if made by the Borrower or any of its Subsidiaries = during such=20 applicable period, EBITDA for such period shall be calculated after = giving=20 pro forma effect thereto as if such Disposition or Acquisition = had=20 occurred on the first day of such applicable period; and (B) all = U.S.$/Euro=20 EBITDA for each applicable period ending on or after December 31, = 2008 will=20 be recalculated and converted into Mexican pesos by applying the Ending = Exchange=20 Rate to each month=92s U.S.$/Euro EBITDA amount (such recalculated = EBITDA being=20 the =93Recalculated EBITDA=94), provided, that, the = Required=20 Lenders shall have the option, with respect to any Reference Period = ending after=20 December 31, 2009, to discontinue the incorporation of Recalculated = EBITDA=20 into the Consolidated Net Debt / EBITDA Ratio (the =93Discontinue = Option=94).=20 The Required Lenders may exercise the Discontinue Option upon notice to = the=20 Administrative Agent, who shall, acting upon the instructions of the = Required=20 Lenders, notify the Borrower of such exercise in writing (the = =93Notice of=20 Discontinuance=94) at least thirty (30) days prior to the end = of such=20 Reference Period. Subject to the foregoing notice requirements, such = Discontinue=20 Option shall be effective for each Reference Period ending after the = date of=20 such Notice of Discontinuance to the Borrower as set forth herein.=94 =

2.6 The definition for =93Mexican = GAAP=94 in=20 Section 1.01 (=93Certain Definitions=94) shall be deleted = and replaced=20 in its entirety with the following language:

=93=93Mexican GAAP=94 means Mexican Financial Reporting = Standards=20 (Normas de Informaci=F3n Financiera) as in effect from time to = time and=20 consistent with those used in the preparation of the most recent audited = financial statements referred to in Section 7.01; provided,=20 however, that for purposes of Section 8.01, Mexican GAAP = means=20 Mexican Financial Reporting Standards as in effect on December 31, = 2008. In=20 the event that any change in Mexican GAAP shall occur, or the Borrower = shall=20 decide to or be required to change to IFRS, and such change results in a = change=20 in the method of calculation of financial covenants, standards or terms = in this=20 Agreement, then the Borrower and the Administrative Agent agree to enter = into=20 negotiations in order to amend such provisions of this Agreement so as = to=20 equitably reflect such change in Mexican GAAP with the desired result = that the=20 criteria for evaluating the Borrower=92s financial condition shall be = the same=20 after such change as if such change had not been made. Until such time = as such=20 an amendment shall have been executed and delivered by the Borrower, the = Administrative Agent and the Required Lenders, all financial covenants,=20 standards and terms in this Agreement shall continue to be calculated or = construed as if such change in Mexican GAAP had not occurred.=94 =

2.7 The definition for =93Qualified = Receivables=20 Transaction=94 in Section 1.01 (=93Certain Definitions=94) = shall be=20 deleted and replaced in its entirety with the following language: =

=93=93Qualified Receivables Transaction=94 means a sale, = transfer, or=20 securitization of receivables and related assets by the Borrower or its=20 Subsidiaries, including a sale at a discount, provided that = (i) such=20 receivables have been sold, transferred or otherwise conveyed, directly = or=20 indirectly, by the originator thereof in a

manner that satisfies the requirements for a sale, transfer or = other=20 conveyance under the laws and regulations of the jurisdiction in which = such=20 originator is organized; (ii) at the time of the sale, transfer or=20 securitization of receivables is put in place, the receivables are = derecognized=20 from the balance sheet of the Borrower or its Subsidiary in accordance = with the=20 generally accepted accounting principles applicable to such Person in = effect as=20 at the date of such sale, transfer or securitization; and = (iii) except for=20 customary representations, warranties, covenants and indemnities, such = sale,=20 transfer or securitization is carried out on a non-recourse basis or on = a basis=20 where recovery is limited to the collection of receivables.=94 =

2.8 The definition for = =93Subsidiary=94 in=20 Section 1.01 (=93Certain Definitions=94) shall be amended by = the=20 deletion of the last sentence thereof.

2.9 The definition for =93Value of = Debt Currency=20 Derivatives=94 in Section 1.01 (=93Certain Definitions=94) = shall be=20 amended to include the following sentence at the end thereof: =

=93For the avoidance of doubt, Value of Debt Currency = Derivatives is net of=20 any amounts pledged as cash collateral.=94

2.10 The following definitions shall = be added to=20 Section 1.01 (=93Certain Definitions=94) in alphabetical = order:=20

=93=93Acquired Debt=94 means, with respect to any = specified Person, Debt=20 of any other Person existing at the time such Person becomes a = Subsidiary of=20 such specified Person or assumed in connection with the acquisition of = assets=20 from such Person.=94

=93=93Amendment No. 4=94 means the Fourth Amendment = to the Credit=20 Agreement, dated as of [=97], by and = among Cemex=20 S.A.B. de C.V., as Borrower, Cemex M=E9xico, S.A. de C.V. and Empresas = Tolteca de=20 M=E9xico, S.A. de C.V., as Guarantors, Barclays Bank plc, New York = Branch, as=20 Administrative Agent, and the several Lenders party thereto.=94 =

=93=93Amendment No. 4 Effective Date=94 has the = meaning specified=20 in Section 5 of Amendment No. 4.=94

=93=93Capital Expenditure=94 means, for any period, = (a) the=20 additions to property, plant and equipment and other capital = expenditures of the=20 Borrower and its Subsidiaries that are (or should be) set forth in a=20 consolidated statement of cash flows of the Borrower for such period = prepared in=20 accordance with Mexican GAAP and (b) any Capital Leases incurred by = the=20 Borrower and its Subsidiaries during such period.=94

=93=93Discontinue Option=94 has the meaning set forth in = the definition=20 of =93EBITDA=94 in Section 1.01 of this Agreement.=94

=93=93Discontinued EBITDA=94 means, for any period, the = sum for=20 Discontinued Operations of (a) operating income (utilidad de=20 operaci=F3n), (b) cash interest income and = (c) depreciation and=20 amortization expense, in each case determined in accordance with Mexican = GAAP=20 consistently applied for such period.=94

=93=93Discontinued Operations=94 means operations that = are accounted for=20 as discontinued operations pursuant to Mexican GAAP for which the = Disposition of=20 such assets has not yet occurred.=94

=93=93Dutch Loan Agreement=94 means each of the Senior = Unsecured Dutch=20 Loan =93A=94 Agreement and the Senior Unsecured Dutch Loan =93B=94 = Agreement, dated as=20 of June 2, 2008 by and among New Sunward Holding B.V., as borrower, = CEMEX,=20 S.A.B de C.V. and CEMEX M=E9xico, S.A. de C.V., as guarantors, HSBC = Securities=20 (USA) Inc., as sole structuring agent, HSBC Securities (USA) Inc., Banco = Santander,

S.A. and The Royal Bank of Scotland PLC, as joint lead = arrangers and=20 joint bookrunners, ING Capital LLC, as administrative agent and ING Bank = N.V.=20 acting through its Cura=E7ao Branch and Caja de Madrid =96 Miami Agency = as mandated=20 lead arrangers.=94

=93=93Ending Exchange Rate=94 means the exchange rate at = the end of a=20 Reference Period for U.S.$ or Euros, as the case may be, corresponding = to any=20 U.S.$/Euro EBITDA, in each case as used by the Borrower and its auditors = in=20 preparation of the Borrower=92s financial statements in accordance with = Mexican=20 GAAP.=94

=93=93Guarantee=94 means, as applied to any Debt of = another Person,=20 (i) a guarantee, direct or indirect, in any manner, of any part or = all of=20 such Debt and (ii) any direct or indirect obligation, contingent or = otherwise, of a Person guaranteeing or having the effect of guaranteeing = the=20 Debt of any other Person in any manner. (and =93Guaranteed=94 and = =93Guaranteeing=94=20 shall have meanings that correspond to the foregoing).=94

=93=93IFRS=94 means international accounting standards = within the=20 meaning of IAS Regulation 1606/2002 to the extent applicable to the = relevant=20 financial statements.=94

=93=93Incur=94 means, with respect to any Debt of any = Person, to create,=20 issue, incur (by conversion, exchange or otherwise), assume, Guarantee = or=20 otherwise become liable in respect of such Debt or the recording, as = required=20 pursuant to Mexican GAAP or otherwise, of any such Debt on the balance = sheet of=20 such Person. Debt otherwise Incurred by a Person before it becomes a = Subsidiary=20 of the Borrower shall be deemed to be Incurred at the time at which such = Person=20 becomes a Subsidiary of the Borrower. =93Incurrence,=94 =93Incurred,=94 = =93Incurrable=94 and=20 =93Incurring=94 shall have meanings that correspond to the foregoing.=94 =

=93=93Investment=94 by the Borrower or its Subsidiaries = means, any=20 direct or indirect capital contribution (by means of any transfer of = cash) to=20 another Person which is not the Borrower or its Subsidiaries, not = constituting=20 an Acquisition.=94

=93=93Notice of Discontinuance=94 has the meaning set = forth in the=20 definition of =93EBITDA=94 in Section 1.01 of this Agreement.=94 =

=93=93Ordinary Course Loans=94 means a loan or advance: = (i) made by=20 the Borrower or any of its Subsidiaries to a supplier, vendor, customer = or other=20 similar counterparty; (ii) which is due and payable not more than=20 eighteen (18) months after being made (and where the Debt being = Incurred to=20 fund such loan or advance has a weighted average life to maturity that = is=20 greater than such loan or advance); (iii) made on terms and under=20 circumstances consistent with past practices of the Borrower or such = Subsidiary;=20 and (iv) the aggregate principal amount of which, when added to all = other=20 such loans and advances, does not exceed at any time U.S.$75,000,000 (or = the=20 equivalent in other currencies).=94

=93=93Participating Member State=94 means any member = state of the=20 European Union that adopts or has adopted the euro as its lawful = currency in=20 accordance with legislation of the European Union relating to Economic = and=20 Monetary Union.=94

=93=93Recalculated EBITDA=94 has the meaning set forth = in the definition=20 of =93EBITDA=94 in Section 1.01 of this Agreement.=94

=93=93Reference Period=94 means any period of four = consecutive fiscal=20 quarters.=94

=93=93Restricted Payment=94 means any cash dividend or = other cash=20 distribution with respect to any Capital Stock of the Borrower, or any = cash=20 payment, including any sinking fund or similar deposit, on account of = the=20 purchase, redemption, retirement, acquisition, cancellation or = termination of=20 any such Capital Stock, or on account of any return of capital to the = Borrower=92s=20 stockholders.=94

=93=93Solvent=94 means, with respect to any Person, that = such Person=20 (a) owns and will own assets the fair saleable value of which are=20 (i) greater than the total amount of its debts and liabilities,=20 subordinated, contingent or otherwise; and (ii) greater than the = amount=20 that will be required to pay the probable liabilities of its then = existing=20 debts, as such debts become absolute and matured and considering all = financing=20 alternatives and potential asset sales reasonably available to it; = (b) has=20 capital that is not unreasonably small in relation to its business as = presently=20 conducted and as proposed to be conducted following the Amendment = No. 4=20 Effective Date; (c) does not intend to incur and does not believe = that it=20 will incur debts beyond its ability to pay such debts as they become = due; and=20 (d) is not, or is not deemed to be, in general default of its = obligations=20 pursuant to the Mexican Ley de Concursos Mercantiles. In = computing the=20 amount of contingent or unliquidated liabilities at any time, such = liabilities=20 shall be computed at the amount that, in light of all the facts and=20 circumstances existing at such time, represents the amount that can = reasonably=20 be expected to become an actual or matured liability. For the purposes = of this=20 definition =93fair saleable value=94 means the aggregate amount = of net=20 consideration (giving effect to reasonable and customary costs of sale = and=20 taxes) that could be expected to be realized if the aggregate assets of = the=20 applicable entity are sold with reasonable promptness in an arm=92s = length=20 transaction under present conditions for the sale of assets of = comparable=20 business enterprises.=94

=93=93U.S.$/Euro EBITDA=94 means any EBITDA of a = Subsidiary of the=20 Borrower for a particular Reference Period which is generated in = U.S.$ or=20 Euros.=94

2.11 Section 1.03 = (=93Accounting Terms and=20 Determinations=94) shall be amended by the addition of =93(a)=94 = after the heading=20 =93Accounting Terms and Determinations.=94 and the addition of a = new=20 Paragraph (b) to read as follows:

2.12 A new Section 5.22 = (=93Solvency=94)=20 shall be added to the Credit Agreement to read as follows:

=935.22 Solvency. The Borrower and each Guarantor is, = and after=20 giving effect to the Loans and each of the transactions contemplated by = this=20 Agreement and the Transaction Documents will be, Solvent.=94

2.13 Paragraph (a) of = Section 8.01=20 (=93Financial Conditions=94) shall be deleted and replaced in its = entirety=20 with the following language:

2.15 Paragraph (c) of = Section 8.03=20 (=93Consolidations and Mergers=94) shall be deleted and replaced = in its=20 entirety with the following language:

2.16 Section 8.04 (=93Sales of = Assets,=20 Etc.=94) shall be deleted and replaced in its entirety with the = following=20 language:

=938.04 Sales of Assets, Etc. The Borrower will not, and = will not=20 permit any of its Material Subsidiaries to, sell, lease or otherwise = dispose of=20 any of its assets (including the Capital Stock of any Subsidiary), other = than=20 (a) inventory, trade receivables and assets surplus to the needs of = the=20 business of the Borrower or any Subsidiary sold in the ordinary course = of=20 business, (b) assets not used, usable or held for use in connection = with=20 cement operations and related operations, and (c) any =93margin = stock=94 within=20 the meaning of Regulation U acquired by the Borrower with the proceeds = of the=20 Loans through a Tender Offer, unless the proceeds of the sale of such = assets are=20 retained by the Borrower or such Subsidiary, as the case may be, and, as = promptly as practicable after such sale (but in any event within one = hundred and=20 eighty (180) days of such sale), the proceeds are applied to=20 (i) expenditures for property, plant and equipment usable in the = cement=20 industry or related industries; (ii) the repayment of senior Debt = of the=20 Borrower or any of its Subsidiaries, whether secured or unsecured; or=20 (iii) investments in companies engaged in the cement

industry or related industries; provided, = however, that the=20 net proceeds from Qualified Receivables Transactions to the extent = exceeding, in=20 the aggregate, the aggregate U.S.$ amount set forth in Schedule = 8.04=20 attached hereto shall be applied to the repayment of senior Debt of the = Borrower=20 or any of its Subsidiaries, whether secured or unsecured; and = provided,=20 that, nothing in this Section 8.04 shall prevent any sale, = lease or=20 other disposal of assets from any Subsidiary to another Subsidiary.=94 =

2.17 A new Section 8.07 = (=93Limitation on=20 Indebtedness=94) shall be added to the Credit Agreement to read as = follows:=20

=938.07 Limitation on Indebtedness. The Borrower shall = not, and=20 shall not permit any of its Subsidiaries to, Incur any Debt (including = Acquired=20 Debt), provided, that, the Borrower or any Subsidiary may = Incur=20 Debt if on the date of such Incurrence and after giving effect thereto = on a=20 pro forma basis (as if such Debt had been Incurred on the first = day of=20 the relevant Reference Period): (a) the Consolidated Net Debt / = EBITDA=20 Ratio is less than 3.5 to 1.0 and (b) no Event of Default has = occurred and=20 is continuing or would result from the Incurrence of such Debt. = Notwithstanding=20 the foregoing, the Borrower and its Subsidiaries may Incur Permitted = Debt.=20

2.18 Paragraph = (e) (=93Defaults under Other=20 Agreements=94) of Section 10.01 (=93Events of = Default=94) shall be=20 deleted and replaced in its entirety with the following language: =

2.19 A new Section 10.05 = (=93Remedies=20 Independent=94) shall be added to the Credit Agreement to read as = follows:=20

=9310.05 Remedies Independent. Any debt owing to a = Lender under the=20 Transaction Documents shall be a separate and independent debt. Except = as=20 otherwise stated in the Transaction Documents, (i) any right of a = Lender=20 under the Transaction Documents shall be a separate and independent = right and=20 (ii) a Lender may separately enforce its rights under the = Transaction=20 Documents.=94

2.20 Paragraph (b) of = Section 13.02=20 (=93Amendments and Waivers=94) shall be amended by the insertion = of the word=20 =93or=94 after the semicolon at the end of subsection (iv) thereof = and the=20 addition of a new subsection (v) at the end thereof, to read as = follows:=20

2.21 Paragraph (a) of = Section 13.11=20 (=93Submission to Jurisdiction=94) shall be amended to include = the following=20 sentence at the end thereof:

=93Each of the parties hereto also submits to the jurisdiction = of the=20 competent courts of its corporate domicile in respect of actions = initiated=20 against it as a defendant.=94

2.22 Paragraph (b) of = Section 13.11=20 (=93Submission to Jurisdiction=94) shall be deleted and replaced = in its=20 entirety with the following language:

2.23 Paragraph (a) of = Section 13.12=20 (=93Appointment of Agent for Service of Process=94) shall be = amended by the=20 insertion of the following sentence after the first sentence thereof:=20

=93The Borrower and each Guarantor hereby appoints as its = conventional=20 domicile exclusively to receive any of the notices and service of = process, the=20 domicile of the Process Agent mentioned above or any other domicile = notified in=20 writing by the Process Agent to the Borrower, the Administrative Agent = or any=20 Lender.=94

3. Representations and = Warranties. The=20 Borrower and each of the Credit Parties hereby represent and warrant to = the=20 Administrative Agent and the Lenders that:

3.1 The representations and warranties = of the=20 Borrower contained in the Credit Agreement are true and correct as of = the date=20 of this Amendment No. 4; provided, however, that = (i) in=20 Section 5.06 (=93Litigation=94), the reference to Schedule = 5.06 is=20 replaced by Schedule 5.06 attached hereto and (ii) with = respect to=20 Section 5.11 (=93Ownership of Property=94), the = representations and=20 warranties are true and correct, other than as is set forth in the Risk = Factors=20 in the Borrower=92s Form 20-F for the year ended December 31, 2007 = filed with=20 the SEC and updated in the Borrower=92s Form 6-K filed on = August 19, 2008=20 with the SEC, in each case with respect to CEMEX Venezuela S.A.C.A. =

3.2 The representations and warranties = of the=20 Guarantors contained in the Credit Agreement are true and correct as of = the date=20 of this Amendment No. 4; provided, however, in=20 Section 6.05 (=93Litigation=94), the reference to Schedule = 6.05 is=20 replaced by Schedule 5.06 attached hereto.

3.3 The execution, delivery and = performance by the=20 Borrower and each of the other Credit Parties of this Amendment = No. 4 has=20 been duly authorized by all necessary corporate action, and this = Amendment=20 No. 4 constitutes the legal, valid and binding obligation of the = Borrower=20 and each of the Credit Parties enforceable against the Borrower and each = of the=20 Credit Parties in accordance with its terms, except as enforceability = may be=20 limited by applicable concurso mercantil, bankruptcy, insolvency, = reorganization, moratorium or similar law affecting creditors=92 rights = generally=20 or general equity principles.

3.4 The execution, delivery and = performance of=20 this Amendment No. 4 does not, and will not, contravene or conflict = with=20 any provision of (i) any Requirement of Law, (ii) any = judgment, decree=20 or order, or (iii) the certificate or articles of incorporation or = by-laws=20 or other constituent documents of the Borrower and the Credit Parties, = and does=20 not, and will not, contravene or conflict with, or cause any Lien to = arise=20 under, any provision of any Contractual Obligation applicable to the = Borrower=20 and the Credit Parties.

3.5 No Default or Event of Default = exists under=20 the Credit Agreement or any other Transaction Document or will exist = after or be=20 triggered by the execution, delivery and performance of this Amendment=20 No. 4. In addition, the Borrower and the Credit Parties hereby = represent,=20 warrant and reaffirm that the Credit Agreement, the Notes and each of = the other=20 Transaction Documents remain in full force and effect.

4. Facility Fee. The Borrower = hereby agrees=20 to pay to the Administrative Agent for the benefit of each Lender that = is a=20 signatory to this Amendment No. 4 (each a =93Consenting=20 Lender=94) a facility fee, which shall accrue and be = payable in=20 arrears for each Facility Fee Period, in an amount equal to the = percentage per=20 annum determined in accordance with the table below (the =93Facility = Fee=94),=20 and applied to a Consenting Lender=92s Average Drawn Commitments for = such Facility=20 Fee Period and will accrue on, and be calculated based on, the number of = days=20 elapsed in such Facility Fee Period. The Facility Fee for each = Facility Fee=20 Period will be as set forth below determined in accordance with the = Consolidated=20 Net Debt / EBITDA Ratio calculated based on the financial statements = delivered,=20 or required to be delivered, on the applicable Calculation Date: =

The Facility Fee shall be payable = within five=20 Business Days after the Calculation Date applicable to each relevant = Facility=20 Fee Period; provided that, in respect of any Facility Fee = Period=20 ending on an Early Repayment Event, the Facility Fee shall be payable on = the=20 date of such Early Repayment Event. Notwithstanding the above, no = Facility Fee=20 shall be payable in respect of any Facility Fee Period in which an = acceleration=20 of any Loan occurs or in respect of any fiscal quarter thereafter. =

=93Average Drawn Commitments=94 means, for any Facility = Fee Period,=20 the Consenting Lender=92s ratable share of the Average Outstanding Loans = under the=20 Credit Agreement as of the end of each day during such Facility Fee = Period,=20 divided by the number of days in such Facility Fee Period.

=93Calculation Date=94 means with respect to each = Facility Fee Period,=20 the earlier of the date on which the Borrower delivers, or is required = to=20 deliver, its financial statements with respect to the fiscal quarter = ending on=20 the last day of such Facility Fee Period in accordance with Sections=20 7.01(a) and 7.01(b) of the Credit Agreement; provided, = however, that if an Early Repayment Event occurs the Calculation = Date for=20 the Facility Fee Period ending on such Early Repayment Event shall be = the date=20 on which the financial statements for the most recently completed fiscal = quarter=20 for which financial statements are required to have been delivered = pursuant=20 Sections 7.01(a) and 7.01(b) of the Credit Agreement have = been=20 delivered or were required to be delivered.

5. Conditions Precedent to = Effectiveness.=20 The effectiveness of the amendments set forth in Section 2 = hereof=20 are in each instance subject to the satisfaction of each of the = following=20 conditions precedent (the date on which all such conditions precedent = are=20 satisfied or waived being the =93Amendment No. 4 Effective = Date=94):=20

5.1 Amendment No. 4. This = Amendment=20 No. 4 shall have been duly authorized, executed and delivered by = each of=20 the Borrower, the Guarantors and the Required Lenders, and acknowledged = by the=20 Administrative Agent (which shall be a purely ministerial action). =

5.2 No Default. No Default or = Event of=20 Default shall have occurred and be continuing, or would result from the=20 execution or effectiveness of this Amendment No. 4.

5.3 Opinions. The = Administrative Agent and=20 the Lenders shall have received opinions from (i) the Borrower=92s = General=20 Counsel and (ii) Skadden, Arps, Slate, Meagher & Flom LLP, = with=20 respect to the enforceability of this Amendment No. 4 and no = conflict with=20 New York law and material agreements governed by New York law, and in = form and=20 substance acceptable to the Administrative Agent.

5.4 No Material Adverse Effect. = No Material=20 Adverse Effect has occurred since December 31, 2007 (excluding the=20 financial condition and events previously disclosed in (i) the = Borrower=92s=20 filings made with the SEC or the Bolsa Mexicana de Valores, S.A.B de = C.V.=20 after December 31, 2007; or (ii) in the Borrower=92s unaudited = financial=20 statements for each of the first three fiscal periods of 2008). =

5.5 Solvency. The Borrower and = each=20 Guarantor is, and after giving effect to each of the transactions = contemplated=20 by this Amendment No. 4 and the Transaction Documents will be, = Solvent.=20

5.6 Miscellaneous. The = Administrative Agent=20 and the Lenders shall have received such other agreements, instruments = and=20 documents as the Administrative Agent or the Lenders may reasonably = request.=20

5.7 Other Facilities. = Section 2.13 of=20 this Amendment shall not be effective until the debt obligations set = forth on=20 Exhibit A attached hereto have been amended in form and substance = reasonably satisfactory to the Lenders and the Borrower shall have = notified the=20 Administrative Agent of such modification in writing.

6. Reference to and Effect Upon the = Credit=20 Agreement and other Transaction Documents.

6.1 Full Force and Effect. = Except as=20 specifically provided herein, the Credit Agreement, the Notes and each = other=20 Transaction Document shall remain in full force and effect and each = Note,=20 Transaction Document, and the Credit Agreement is hereby ratified and = confirmed=20 by the Borrower.

6.2 No Waiver. The execution, = delivery and=20 effect of this Amendment No. 4 shall be limited precisely as = written and=20 shall not be deemed to (i) be a consent to any waiver of any term = or=20 condition, or to any amendment or modification of any term or condition = (except=20 as specifically provided herein) of the Credit Agreement, the Notes or = any other=20 Transaction Document, (ii) prejudice any right, power or remedy = which the=20 Administrative Agent or any Lender now has or may have in the future = under or in=20 connection with the Credit Agreement or any other Transaction Document = or=20 (iii) constitute a novation of any of the obligations under the = Credit=20 Agreement, the Notes, and the other Transaction Documents.

6.3 Certain Terms. Each = reference in the=20 Credit Agreement to =93this Agreement=94, =93hereunder=94, =93hereof=94, = =93herein=94 or any=20 other word or words of similar import shall mean and be a reference to = the=20 Credit Agreement as amended hereby, and each reference in any other = Transaction=20 Document to the Credit Agreement or any word or words of similar import = shall be=20 and mean a reference to the Credit Agreement as amended hereby. =

7. Counterparts. This Amendment = No. 4=20 may be executed in any number of counterparts, each of which when so = executed=20 shall be deemed an original but all such counterparts shall constitute = one and=20 the same instrument. Delivery of an executed counterpart of a signature = page to=20 this Amendment No. 4 by telecopier shall be as effective as = delivery of a=20 manually executed counterpart signature page to this Amendment = No. 4.=20

8. Costs and Expenses. As = provided in the=20 Credit Agreement, the Borrower shall pay the reasonable fees, costs and = expenses=20 incurred by the Administrative Agent in connection with the preparation, = execution and delivery of this Amendment No. 4 (including, without=20 limitation, attorneys=92 fees).

9. GOVERNING LAW. THIS = AMENDMENT NO. 4=20 SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE = INTERNAL=20 LAWS OF THE STATE OF NEW YORK.

10. Headings. Section headings = in this=20 Amendment No. 4 are included herein for convenience of reference = only and=20 shall not constitute a part of this Amendment No. 4 for any other = purpose.=20