Amendment No. 5 to $1,200,000,000 = Term Credit Agreement

This Fifth Amendment to the Credit = Agreement (as=20 defined below), dated as of January 22, 2009 (this =93Amendment=20 No. 5=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 (in such capacity, 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, the Amendment and Waiver No. 3, dated as of = May 9, 2007, and Amendment No. 4 to the Credit Agreement, = dated as of=20 December 19, 2008 (as now or hereafter amended, restated, waived or = otherwise 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. 5 shall = constitute a=20 Transaction Document and these Recitals shall be construed as part of = this=20 Amendment No. 5.

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. 5=20 shall have the same meanings ascribed to them in the Credit Agreement.=20

2. Amendments. Subject to=20 Section 4, the Credit Agreement is hereby amended as = follows:=20

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

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

=93=93Ending Exchange Rate=94 means the exchange rate at = the end of a=20 Reference Period for converting U.S.$ into Mexican pesos, used by the = Borrower=20 and its auditors in preparation of the Borrower=92s financial statements = in=20 accordance with Mexican GAAP.=94

2.3 The definition of =93U.S.$/Euro = EBITDA=94 in=20 Section 1.01 (=93Certain Definitions=94) shall be deleted in = its=20 entirety.

3. Representations and = Warranties. The=20 Borrower and each of the other Credit Parties hereby represent and = warrant to=20 the 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. 5; provided, however, that with = respect=20 to 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 in the = Borrower=92s Form=20 20-F for the year ended December 31, 2007 filed with the SEC and = updated in=20 the Borrower=92s Form 6-K filed on August 19, 2008 with the SEC, in = each case=20 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. 5.

3.3 The execution, delivery and = performance by the=20 Borrower and each of the other Credit Parties of this Amendment = No. 5 has=20 been duly authorized by all necessary corporate action, and this = Amendment=20 No. 5 constitutes the legal, valid and binding obligation of the = Borrower=20 and each of the other Credit Parties enforceable against the Borrower = and each=20 of the other Credit Parties in accordance with its terms, except as=20 enforceability may be limited by applicable concurso mercantil,=20 bankruptcy, insolvency, reorganization, moratorium or similar law = affecting=20 creditors=92 rights generally or general equity principles.

3.4 The execution, delivery and = performance of=20 this Amendment No. 5 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. 5. In addition, the Borrower and each of the other Credit = Parties=20 hereby represent, warrant and reaffirm that the Credit Agreement, the = Notes and=20 each of the other Transaction Documents remain in full force and effect. =

4. 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. 5 Effective = Date=94):=20

4.1 Amendment No. 5. This = Amendment=20 No. 5 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). =

4.2 No Default. After giving = effect to this=20 Amendment No. 5, no Default or Event of Default shall have occurred = and be=20 continuing, or would result from the execution or effectiveness of this=20 Amendment No. 5.

4.3 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). =

4.4 Solvency. The Borrower and = each=20 Guarantor is, and after giving effect to each of the transactions = contemplated=20 by this Amendment No. 5 and the Transaction Documents will be, = Solvent.=20

4.5 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

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

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

5.1 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.

5.2 No Waiver. The execution, = delivery and=20 effect of this Amendment No. 5 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.

5.3 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. =

6. Counterparts. This Amendment = No. 5=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. 5 by telecopier shall be as effective as = delivery of a=20 manually executed counterpart signature page to this Amendment = No. 5.=20

7. 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. 5 (including, without=20 limitation, attorneys=92 fees).

8. GOVERNING LAW. THIS = AMENDMENT NO. 5=20 SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE = INTERNAL=20 LAWS OF THE STATE OF NEW YORK.

9. Headings. Section headings = in this=20 Amendment No. 5 are included herein for convenience of reference = only and=20 shall not constitute a part of this Amendment No. 5 for any other = purpose.=20