EX-4.56 9 d329470dex456.htm AMENDMENT TO THE DEALER MANAGER AGREEMENT

Exhibit 4.56

EXECUTION VERSION

AMENDMENT TO THE

DEALER MANAGER AGREEMENT

March 12, 2012

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

J.P. Morgan Securities Ltd.

125 London Wall

London EC2Y 5AJ

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

1 Bryant Park

New York, New York 10036

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

Ladies and Gentlemen:

This amendment (this “Amendment”) to the Dealer Manager Agreement, dated February 27, 2012 (the “Dealer Manager Agreement”), by and among the CEMEX Parties, the Capital SPVs, and the Dealer Managers (collectively, the “Parties”), will confirm the understanding among the Parties. Capitalized terms not otherwise defined in this Amendment have the same meaning as specified in the Dealer Manager Agreement.

| 1. | Amendments.

| a. | The Parties hereby agree to amend the Dealer Manager Agreement, effective as of the date hereof, so that all references to the “Early Participation Date” refer instead to the expiration of the withdrawal period relating to the Offers, as may be extended by CEMEX España, Luxembourg Branch.

| 2. | Miscellaneous.

| a. | This Amendment, and any claim, controversy or dispute relating to or arising out of this Amendment, shall be governed by and construed in accordance with the laws of the State of New York. The CEMEX Parties, the Capital SPVs and you

| irrevocably agree to waive trial by jury in any action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of this Amendment.

| b. | This Amendment contains the entire agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, agreements and arrangements, written or oral, with respect thereto. This Amendment may not be amended or modified except by a writing executed by each of the parties hereto. Section headings herein are for convenience only and are not a part of this Agreement. In the event that any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof or of the Dealer Manager Agreement, both of which shall remain in full force and effect. None of the parties hereto shall be responsible or have any liability to any other party for any indirect, special or consequential damages arising out of or in connection with this Amendment, even if advised of the possibility thereof. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

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Please indicate your acceptance of the foregoing provisions by signing in the space provided below for that purpose and returning to us a copy of this Amendment so signed, whereupon this Amendment and your acceptance shall constitute a binding agreement among each of the CEMEX Parties, the Capital SPVs and you.

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Very truly yours,
CEMEX, S.A.B. de C.V.
By: |  | /s/ José Antonio González Flores
|  | Name: José Antonio González Flores
|  | Title: Attorney-in-Fact
CEMEX México, S.A. de C.V.
By: |  | /s/ José Antonio González Flores
|  | Name: José Antonio González Flores
|  | Title: Attorney-in-Fact
New Sunward Holding B.V.
By: |  | /s/ José Antonio González Flores
|  | Name: José Antonio González Flores
|  | Title: Attorney-in-Fact
New Sunward Holding Financial Ventures, B.V.
By: |  | /s/ Agustín Blanco
|  | Name: Agustín Blanco
|  | Title: Attorney-in-Fact
CEMEX Finance Europe B.V.
By: |  | /s/ Agustín Blanco
|  | Name: Agustín Blanco
|  | Title: Attorney-in-Fact

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CEMEX España, S.A., Luxembourg Branch
By: |  | /s/ Roger Saldaña
|  | Name: Roger Saldaña
|  | Title: Attorney-in-Fact
By: |  | /s/ Agustín Blanco
|  | Name: Agustín Blanco
|  | Title: Attorney-in-Fact
C5 Capital (SPV) Limited
By: |  | /s/ Ogier Managers (BVI) Limited
|  | Name: Ogier Managers (BVI) Limited
|  | Title: Sole Director
C8 Capital (SPV) Limited
By: |  | /s/ Ogier Managers (BVI) Limited
|  | Name: Ogier Managers (BVI) Limited
|  | Title: Sole Director
C10-EUR Capital (SPV) Limited
By: |  | /s/ Ogier Managers (BVI) Limited
|  | Name: Ogier Managers (BVI) Limited
|  | Title: Sole Director
C10 Capital (SPV) Limited
By: |  | /s/ Ogier Managers (BVI) Limited
|  | Name: Ogier Managers (BVI) Limited
|  | Title: Sole Director

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Accepted as of the date first above written:
J.P. MORGAN SECURITIES LLC
By: |  | /s/ Roberto D’Avola
|  | Name: Roberto D’Avola
|  | Title: Executive Director
J.P. MORGAN SECURITIES LTD.
By: |  | /s/ Roberto D’Avola
|  | Name: Roberto D’Avola
|  | Title: Executive Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: |  | /s/ Maxim Volkov
|  | Name: Maxim Volkov
|  | Title: Managing Director
MERRILL LYNCH INTERNATIONAL
By: |  | /s/ John Cavanagh
|  | Name: John Cavanagh
|  | Title: Managing Director

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