Preview | Facilities Agreement |

THIS REVOLVING FACILITIES AGREEMENT is dated 24 September 2004 (as amended on 8 November 2004 and 25 February 2005 and amended and restated on 4 July 2005) and made

BETWEEN:

(1)	CEMEX ESPAA, S.A. (the "Original Borrower" or the "Company");

(2)	THE COMPANIES listed in Part I of Schedule 1 (The Obligors) as original guarantors (the "Original Guarantors");

(3)	BANCO BILBAO VIZCAYA ARGENTARIA S.A., BANCO SANTANDER CENTRAL HISPANO, S.A., CALYON CORPORATE AND INVESTMENT BANK and CITIGROUP GLOBAL MARKETS LIMITED as mandated lead arrangers and joint bookrunners (whether acting individually or together the "Arranger");

(4)	THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Lenders) as lenders (the "Original Lenders"); and

(5)	CITIBANK INTERNATIONAL PLC as agent of the other Finance Parties (the "Agent").

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

In this Agreement:

"Accession Letter" means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

"Additional Cost Rate" has the meaning given to it in Schedule 4 (Mandatory Cost Formulae).

"Additional Borrower" means a company which becomes an Additional Borrower in accordance with Clause 26 (Changes to the Obligors).

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

"Additional Obligor" means an Additional Borrower or an Additional Guarantor.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

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CONTENTS
Clause		Page

1.	Definitions And Interpretation	1
2.	The Facilities	18
3.	Purpose	19
4.	Conditions Of Utilisation	19
5.	Utilisation	21
6.	Optional Currencies	22
7.	Repayment	23
8.	Extension Of Facility C	23
9.	Prepayment And Cancellation	24
10.	Interest	27
11.	Interest Periods	28
12.	Changes To The Calculation Of Interest	28
13.	Fees	29
14.	Tax Gross Up And Indemnities	31
15.	Increased Costs	34
16.	Other Indemnities	35
17.	Mitigation By The Lenders	37
18.	Costs And Expenses	38
19.	Guarantee And Indemnity	39
20.	Representations	42
21.	Information Undertakings	45
22.	Financial Covenants	49
23.	General Undertakings	51
24.	Events Of Default	61
25.	Changes To The Lenders	65
26.	Changes To The Obligors	68
27.	Role Of The Agent And The Arranger	71
28.	Conduct Of Business By The Finance Parties	76
29.	Sharing Among The Finance Parties	76
30.	Payment Mechanics	79
31.	Set-Off	81

32.	Notices	82
33.	Calculations And Certificates	85
34.	Partial Invalidity	86
35.	Remedies And Waivers	86
36.	Amendments And Waivers	86
37.	Counterparts	87
38.	Governing Law	88
39.	Enforcement	88
Schedule 1 The Original Parties		89
	Part I The Obligors	89
	Part II The Original Lenders	90
Schedule 2 Conditions Precedent		92
	Part I Conditions Precedent To Initial Utilisation	92
	Part II Conditions Precedent Required To Be Delivered By An Additional Obligor	95
Schedule 3 Utilisation Request		97
Schedule 4 Mandatory Cost Formulae		99
Schedule 5 Form Of Transfer Certificate		102
Schedule 6 Form Of Accession Letter		104
Schedule 7 Form Of Compliance Certificate		105
Schedule 8 Timetables		107
Schedule 9 Form Of LMA Confidentiality Undertaking		108
Schedule 10 Existing Security		113
Schedule 11 Existing Notarisations		114
Schedule 12 Material Subsidiaries		115
Schedule 13 Existing Financial Indebtedness		116