Exhibit 4.4.1

EXECUTION VERSION

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This Amendment No. 1 to the Credit Agreement (as defined below), dated as of June 21, 2006 (this “Amendment No. 1”), is entered into by and among CEMEX, S.A. de C.V., a sociedad anonima de capital variable organized and existing pursuant to the laws of the United Mexican States (the “Borrower”), CEMEX MÉXICO,S.A. de C.V., a sociedad anonima 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 anonima de capital variable organized and existing pursuant to the laws of the United Mexican States (each a “Guarantor” and together, the “Guarantors”), BARCLAYS BANK PLC, NEW YORK BRANCH (“Barclays”), as an Issuing Bank and Documentation Agent, ING BANK N.V., as an Issuing Bank (together with Barclays in its capacity as an Issuing Bank, the “Issuing Banks”), the several Lenders party hereto, BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC, as a Joint Bookrunner, CITIGROUP GLOBAL MARKETS INC., as a Joint Bookrunner and Syndication Agent and ING CAPITAL LLC, as Administrative Agent (the Syndication Agent, the Documentation Agent and the Administrative Agent, together the “Agents”).

RECITALS

A.The Borrower, the Guarantors, Barclays, as an Issuing Bank and Documentation Agent, ING Bank N.V., as an Issuing Bank, the several Lenders party thereto, Barclays Capital, the Investment Banking Division of Barclays Bank PLC, as a Joint Bookrunner, Citigroup Global Markets Inc., as a Joint Bookrunner and Syndication Agent, and ING Capital LLC, as Administrative Agent, are parties to that certain amended and restated credit facility, dated as of June 6, 2005 (as now or hereafter amended, restated or otherwise modified, the “Credit Agreement”).

B.Borrower has requested that the Agents and the Lenders consent to the following amendment to the Credit Agreement.

C.This Amendment No. 1 shall constitute a Transaction Document and these Recitals shall be construed as part of this Amendment No. 1.

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, Borrower by Lenders, the Borrower, the Agents, and the Lenders hereby agree as follows:

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

2. Amendments.

2.1The definition for “Applicable Margin” in Section 1.01 of the Credit Agreement shall be deleted and replaced in its entirety with the following language:

““Applicable Margin” means, at any date, the applicable margin set forth below based upon the Borrower’s Consolidated Net Debt/EBITDA Ratio (it being understood that measurement of the Consolidated Net Debt/EBITDA Ratio as of the most recent Measurement Date is sufficient for this purpose):

	Applicable Margin
Consolidated Net Debt/EBITDA Ratio	Base Rate Loans	LIBOR Loans
3.00 to 1 or greater	0.35%	0.35%
Less than 3.00 to 1, but greater than or equal to 2.50 to 1	0.30%	0.30%
Less than 2.50 to 1, but greater than or equal to 2.00 to 1	0.25%	0.25%
Less than 2.00 to 1	0.20%	0.20%

2.2 The following definitions will be added to Section 1.01:

““Loan Extension Request Date” has the meaning specified in Section 4.14.

“Loan Extension Consent” has the meaning specified in Section 4.14.

“Loan Extension Consent Date” has the meaning specified in Section 4.14.”

2.3A new Section 4.14 shall be added to the Credit Agreement to read as follows:

“4.14 Loan Extension.

(i)Extension of Termination Date of Loan. The Borrower may, within 60 days, but not less than 45 days, prior to June 6, 2007 (the “Loan Extension Request Date”), by notice to the Administrative Agent, make written request of the Lenders to extend the Termination Date for an additional period of one (1) year. The Administrative Agent will give prompt notice to each of the Lenders of its receipt of any such request for extension of the Termination Date. Each Lender shall make a determination not later than 30 days prior to the then applicable Loan Extension Request Date (the “Loan Extension Consent Date”) as to whether or not it will agree to extend the Termination Date as requested (such approval of extension shall be an “Loan Extension Consent”); provided, however, that failure by any Lender to make a timely response to the Borrower’s request for extension of the Termination Date shall be deemed to constitute a refusal by such Lender to extension of the Termination Date.

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(ii)Lender Not Consenting. If by any Loan Extension Consent Date the Borrower and the Administrative Agent have not received a Loan Extension Consent from any Lender, the Termination Date, as it relates to such Lender, shall not be extended, the Commitment of such Lender shall terminate on the Termination Date applicable to it and any Loans made by such Lender and all accrued and unpaid interest thereon shall be due and payable on such Termination Date. Upon the termination of the Commitment of any such Lender, unless this Agreement is amended as provided in Section 4.14(iv), the aggregate amount of the Commitments shall be reduced by the amount of such terminated Commitment, and the Commitment Percentage of each other Lender shall be adjusted to that percentage obtained by dividing the Commitment of such Lender by the aggregate amount of the Commitments after giving effect to such reduction as provided in the definition of “Commitment Percentage” unless an Additional Lender is added as provided in Section 4.14 (iv).

(iii)Other Lenders. No refusal by any one Lender to consent to any extension of the Termination Date shall affect the extension of the Termination Date as it may relate to the Commitment and Loans of any Lender that consents to such extension as provided in Section 4.14(i), and one or more Lenders may consent to the extension of the Termination Date as it relates to them notwithstanding any refusal by any other Lenders so to consent.

(iv)Additional Lender or Lenders. If any Lender does not deliver a Loan Extension Consent as provided in Section 4.14(i), upon the expiration of the Commitment of such Lender, the Borrower may, with the approval of the Administrative Agent, amend this Agreement as provided in Sections 15.02 and 15.06 to add one or more other Lenders as parties, with such Commitment or Commitments as may be agreed to by the Administrative Agent and such other Lender or Lenders; provided that such additions do not increase the aggregate amount of the Commitments to an amount greater than the aggregate amount of Commitments in effect immediately before such expiration or termination.

(v)Notice. The Administrative Agent shall promptly advise each Lender of any change in Commitment Percentages and shall promptly provide each of the Lenders with a copy of any amendment made pursuant to Section 4.14(iv).”

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

3.1The representations and warranties contained in the Credit Agreement are true and correct as of the date of this Amendment No. 1.

3,2The execution, delivery and performance by the Borrower and the other Credit Parties of this Amendment No. 1 has been duly authorized by all necessary corporate action, and this Amendment No. 1 constitutes the legal, valid and binding obligation of the Borrower and Credit Parties enforceable against the Borrower and Credit Parties in accordance with its terms, except as the enforcement hereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally or to general principles of equity.

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3.3The execution, delivery and performance of this Amendment No. 1 does not, and will not, contravene or conflict with any provision of (i) 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 Credit Parties, and does not, and will not, contravene or conflict with, or cause any Lien to arise under, any provision of any indenture, agreement, mortgage, lease, instrument or other document binding upon or otherwise affecting the Borrower and Credit Parties or any property of the Borrower and Credit Parties.

3.4No 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. 1. In addition, the Borrower and Credit Parties hereby represents, warrants and reaffirms that the Credit Agreement and each of the other Transaction Documents remains in full force and effect.

4.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:

4.1Amendment No. 1. This Amendment No. 1 shall have been duly executed and delivered by each of the Borrower, the Administrative Agent and Lenders.

No Default. No Default or Event of Default shall have occurred and be continuing or would result from the effectiveness of this Amendment No. 1.

4.2Opinions. The Administrative Agent and the Lenders shall have received opinions from the Borrower’s General Counsel, with respect to this Amendment No. 1 in form and substance acceptable to the Administrative Agent.

4.3Miscellaneous. The Administrative Agent and Lenders shall have received such other agreements, instruments and documents as the Administrative Agent or Lenders may reasonably request.

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

5.1Full 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 is hereby ratified and confirmed by the Borrower.

5.2No Waiver. The execution, delivery and effect of this Amendment No. 1 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 or (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.

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5.3Certain 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.

6.Counterparts. This Amendment No. 1 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. 1 by telecopier shall be as effective as delivery of a manually executed counterpart signature page to this Amendment No. 1.

7.Costs and Expenses. As provided in the Credit Agreement, the Borrower shall pay the fees, costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment No. 1 (including, without limitation, attorneys’ fees).

8.GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPALS.

9.Headings. Section headings in this Amendment No. 1 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 1 for any other purpose.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the date first written above.

CEMEX, S.A. DE C.V., as Borrower
By	/s/ Rodrigo Treviño
	Name:	Rodrigo Treviño
	Title:	Chief Financial Officer

[Amendment $700 mil Facility]

CEMEX MÉXICO, S.A. DE C.V., as Guarantor
By	/s/ Rodrigo Treviño
	Name:	Rodrigo Treviño
	Title:	Chief Financial Officer

[Amendment $700 mil Facility]

EMPRESAS TOLTECA DE MÉXICO, S.A. DE C.V., as Guarantor
By	/s/ Rodrigo Treviño
	Name:	Rodrigo Treviño
	Title:	Chief Financial Officer

[Amendment $700 mil Facility]

BARCLAYS BANK PLC, NEW YORK BRANCH, as Issuing Bank, Documentation Agent, and a Lender
By	/s/ Rose Mary Perez
	Name:	Rose Mary Perez
	Title:	Associate Director

[Amendment $700 mil Facility]

ING BANK N.V., as Issuing Bank and a Lender
By	/s/ J. van Steenderen
	Name:	J. van Steenderen
	Title:	General Manager

By	/s/ A. Felipa-Ventura
	Name:	A. Felipa-Ventura
	Title:	Manager Credit Administration

[Amendment $700 mil Facility]

BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC, as a Joint Bookrunner
By	/s/ Rose Mary Perez
	Name:	Rose Mary Perez
	Title:	Associate Director

[Amendment $700 mil Facility]

ING CAPITAL LLC, as a Joint Bookrunner and Administrative Agent
By	/s/ Vicente M. León
	Name:	Vicente M. León
	Title:	Director

[Amendment $700 mil Facility]

CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunner and Syndication Agent
By	/s/ Carlos Corona
	Name:	Carlos Corona
	Title:	Director

[Amendment $700 mil Facility]

BANCO SANTANDER CENTRAL HISPANO, S.A., NEW YORK BRANCH, as a Lender
By	/s/ L. Ruben Perez-Romo
	Name:	L. Ruben Perez-Romo
	Title:	Vice President

By	/s/ Carlos F. de Paula
	Name:	Carlos F. de Paula
	Title:	Executive Director

[Amendment $700 mil Facility]

THE BANK OF NOVA SCOTIA, as a Lender
By	/s/ Stephen Guthrie
	Name:	Stephen Guthrie
	Title:	Vice President

[Amendment $700 mil Facility]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By	/s/ Pamela D. Price
	Name:	Pamela D. Price
	Title:	Vice President & Manager

[Amendment $700 mil Facility]

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., GRAND CAYMAN BRANCH, as a Lender
By	/s/ Jay Levit
	Name:	Jay Levit
	Title:	Vice President

By	/s/ Hector Villegas
	Name:	Hector Villegas
	Title:	Vice President

[Amendment $700 mil Facility]

BNP PARIBAS PANAMA BRANCH, as a Lender
By	/s/ Jorge Dixon
	Name:	Jorge Dixon
	Title:	Executive Vice President
By	/s/ Nair Gonzalez
	Name:	Nair Gonzalez
	Title:	Senior Vice President

[Amendment $700 mil Facility]

CALYON NEW YORK BRANCH, as a Lender
By	/s/ Jesus Tueme
	Name:	Jesus Tueme
	Title:	Managing Director

By	/s/ Marcello Peixoto
	Name:	Marcello Peixoto
	Title:	Director

[Amendment $700 mil Facility]

MIZUHO CORPORATE BANK, LTD., as a Lender
By	/s/ David Costa
	Name:	David Costa
	Title:	Senior Vice President

[Amendment $700 mil Facility]

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By	/s/ Kathleen Reedy
	Name:	Kathleen Reedy
	Title:	Managing Director

[Amendment $700 mil Facility]

BANK OF AMERICA, N.A., as a Lender
By	/s/ Emilio Arriaga
	Name:	Emilio Arriaga
	Title:	Attorney-in-Fact

[Amendment $700 mil Facility]

STANDARD CHARTERED BANK, as a Lender
By	/s/ Steven Aloupis
	Name:	Steven Aloupis
	Title:	Senior Vice President

By	/s/ Christina M. Hover
	Name:	Christina M. Hover
	Title:	Credit Documentation Manager

[Amendment $700 mil Facility]

CITIBANK N.A. NASSAU, BAHAMAS BRANCH, as a Lender
By	/s/
	Name:
	Title:

[Amendment $700 mil Facility]

CITIBANK (BANAMEX USA), as a Lender
By	/s/ Jeff Healy
	Name:	Jeff Healy
	Title:	Vice President
By	/s/ Martin Breidsprecher
	Name:	Martin Breidsprecher
	Title:	Senior Vice President

[Amendment $700 mil Facility]

BAYERISCHE LANDESBANK, as a Lender
By	/s/ Michael Jakob
	Name:	Michael Jakob
	Title:	First Vice President

By	/s/ Norman McClave
	Name:	Norman McClave
	Title:	First Vice President

[Amendment $700 mil Facility]

HSBC MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC, as a Lender
By	/s/ Jorge Casas de la Torre
	Name:	Jorge Casas de la Torre
	Title:	Vice President

[Amendment $700 mil Facility]

COMERICA BANK, as a Lender
By	/s/ Juan Carlos Sanchez
	Name:	Juan Carlos Sanchez
	Title:	Vice President

[Amendment $700 mil Facility]

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By	/s/
	Name:
	Title:

By	/s/
	Name:
	Title:

[Amendment $700 mil Facility]

DRESDNER BANK AG, ACTING THROUGH ITS LENDING OFFICE DRESDNER BANK AG, NEW YORK BRANCH, as a Lender
By	/s/ Mark T. McGuigan
	Name:	Mark T. McGuigan
	Title:	Vice President

By	/s/ Brian M. Smith
	Name:	Brian M. Smith
	Title:	Managing Director

[Amendment $700 mil Facility]

SANPAOLO IMI S.P.A., as a Lender
By	/s/ Barbara Bassi
	Name:	Barbara Bassi
	Title:	VP

By	/s/ Renato Carducci
	Name:	Renato Carducci
	Title:	GM

[Amendment $700 mil Facility]

BANCA DI ROMA, S.P.A., NEW YORK BRANCH, as a Lender
By	/s/ Linda Lee
	Name:	Linda Lee
	Title:	Assistant Treasurer

By	/s/ Alessandro Paoli
	Name:	Alessandro Paoli
	Title:	First Vice President

[Amendment $700 mil Facility]

JPMORGAN CHASE BANK NEW YORK, as a Lender
By	/s/ Linda Meyer
	Name:	Linda Meyer
	Title:	Vice President

[Amendment $700 mil Facility]

SOCIETE GENERALE, as a Lender
By	/s/ Alejandro Garcia
	Name:	Alejandro Garcia
	Title:	Vice President

[Amendment $700 mil Facility]

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