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

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

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

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

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

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

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

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

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

““Acquisition” means any merger, consolidation, acquisition or lease of assets, acquisition of securities or business combination or acquisition, or any two or more of such transactions, if upon the completion of such transaction or transactions, the Borrower or any Subsidiary thereof has 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 be a Subsidiary under this Agreement and was not a Subsidiary prior thereto.”

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

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

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

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

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

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

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

““EBITDA” means, for any period, the sum for the Borrower and its Subsidiaries, determined on a consolidated basis of (a) operating income (utilidad de operación), (b) cash interest income and (c) depreciation and amortization expense, in each case determined in accordance with Mexican GAAP, subject to the adjustments herein, consistently applied for such period and adjusted for Discontinued EBITDA as follows: if the amount of Discontinued EBITDA is a positive amount, then EBITDA shall increase by such amount, and if the amount of Discontinued EBITDA is a negative amount, 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): (A) (i) if at any time during such applicable period the Borrower or any of its Subsidiaries shall have made any Material Disposition, the EBITDA for such applicable period shall be reduced by an amount equal to the EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such applicable period (but when the Material Disposition is by way of lease, income received by the Borrower or any of its Subsidiaries under such lease shall be included in EBITDA) and (ii) if at any time during such applicable period the Borrower or any of its Subsidiaries shall have made any Material Acquisition, EBITDA for such applicable period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Debt) as if such Material Acquisition had occurred on the first day of such applicable period. Additionally, if since the beginning of such applicable period any Person that subsequently shall have become a 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 that would have required an adjustment pursuant to 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 calculated after giving pro forma effect thereto as if such Disposition or Acquisition had occurred on the first day of such applicable period; and (B) all U.S.$/Euro EBITDA for each applicable period ending on or after December 31, 2008 will be recalculated and converted into Mexican pesos by applying the Ending Exchange Rate to each month’s U.S.$/Euro EBITDA amount (such recalculated EBITDA being the “Recalculated EBITDA”), provided, that, the Required Lenders shall have the option, with respect to any Reference Period ending after December 31, 2009, to discontinue the incorporation of Recalculated EBITDA into the Consolidated Net Debt / EBITDA Ratio (the “Discontinue Option”). The Required Lenders may exercise the Discontinue Option upon notice to the Administrative Agent, who shall, acting upon the instructions of the Required Lenders, notify the Borrower of such exercise in writing (the “Notice of Discontinuance”) at least thirty (30) days prior to the end of such Reference Period. Subject to the foregoing notice requirements, such Discontinue Option shall be effective for each Reference Period ending after the date of such Notice of Discontinuance to the Borrower as set forth herein.”

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

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

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

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

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

2.8 The definition for “Subsidiary” in Section 1.01 (“Certain Definitions”) shall be amended by the deletion of the last sentence thereof.

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

“For the avoidance of doubt, Value of Debt Currency Derivatives is net of any amounts pledged as cash collateral.”

2.10 The following definitions shall be added to Section 1.01 (“Certain Definitions”) in alphabetical order:

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

““Amendment No. 4” means the Fourth Amendment to the Credit Agreement, dated as of [—], by and among Cemex S.A.B. de C.V., as Borrower, Cemex México, S.A. de C.V. and Empresas Tolteca de México, S.A. de C.V., as Guarantors, Barclays Bank plc, New York Branch, as Administrative Agent, and the several Lenders party thereto.”

““Amendment No. 4 Effective Date” has the meaning specified in Section 5 of Amendment No. 4.”

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

““Discontinue Option” has the meaning set forth in the definition of “EBITDA” in Section 1.01 of this Agreement.”

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

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

““Dutch Loan Agreement” means each of the Senior Unsecured Dutch Loan “A” Agreement and the Senior Unsecured Dutch Loan “B” Agreement, dated as of June 2, 2008 by and among New Sunward Holding B.V., as borrower, CEMEX, S.A.B de C.V. and CEMEX México, S.A. de C.V., as guarantors, HSBC Securities (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 joint bookrunners, ING Capital LLC, as administrative agent and ING Bank N.V. acting through its Curaçao Branch and Caja de Madrid – Miami Agency as mandated lead arrangers.”

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

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

““IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.”

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

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

““Notice of Discontinuance” has the meaning set forth in the definition of “EBITDA” in Section 1.01 of this Agreement.”

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

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

““Recalculated EBITDA” has the meaning set forth in the definition of “EBITDA” in Section 1.01 of this Agreement.”

““Reference Period” means any period of four consecutive fiscal quarters.”

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

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

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

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

2.12 A new Section 5.22 (“Solvency”) shall be added to the Credit Agreement to read as follows:

“5.22 Solvency. The Borrower and each Guarantor is, and after giving effect to the Loans and each of the transactions contemplated by this Agreement and the Transaction Documents will be, Solvent.”

2.13 Paragraph (a) of Section 8.01 (“Financial Conditions”) shall be deleted and replaced in its entirety with the following language:

2.15 Paragraph (c) of Section 8.03 (“Consolidations and Mergers”) shall be deleted and replaced in its entirety with the following language:

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

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

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

2.17 A new Section 8.07 (“Limitation on Indebtedness”) shall be added to the Credit Agreement to read as follows:

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

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

2.19 A new Section 10.05 (“Remedies Independent”) shall be added to the Credit Agreement to read as follows:

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

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

2.21 Paragraph (a) of Section 13.11 (“Submission to Jurisdiction”) shall be amended to include the following sentence at the end thereof:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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