KIM MCNAMARA

For and on behalf of

Citigroup Global Markets Limited

as Mandated Lead Arranger

JANIN CAMPOS

For and on behalf of

The Royal Bank of Scotland plc

as Mandated Lead Arranger

KIM MCNAMARA

For and on behalf of

Citibank, N.A.

as Underwriter

JANIN CAMPOS

For and on behalf of

The Royal Bank of Scotland plc

as Underwriter

HECTOR VELA

For and on behalf of

Cemex España, S.A.

Cemex España, S.A.

(or any affiliate thereof acceptable to the Company and the Mandated Lead Arrangers)

A subsidiary of the Company which:

(a)    has total assets representing 5 per cent. or more of the total consolidated assets of the Cemex España Group; and/or

(b)    has revenues representing 5 per cent. or more of the consolidated turnover of the Cemex España Group,

in each case calculated on a consolidated basis and by reference to the most recent compliance certificate or the latest audited accounts, as the case may be, and any holding company of any such subsidiary (provided that members of the Target Group shall not qualify as Material Subsidiaries until the date falling 180 days after the date on which the Company takes control of the Target).

A list of existing subsidiaries that will be Material Subsidiaries will be included at the date of signing of the Facilities Agreement.

A special purpose vehicle which (at the time of the first drawdown or within six months thereafter) is a wholly owned subsidiary of Cemex España, S.A.

For the avoidance of doubt, should the special purpose vehicle not be a subsidiary of Cemex España, S.A. within the timescale above, it shall be an Event of Default (unless such SPV has acceded as a Guarantor on terms satisfactory to the lenders (acting reasonably)).

Underwriters/Mandated Lead

Arrangers:

A mechanism will be included in the Agreement to enable, at the Company’s option, any wholly-owned subsidiary of the Company which has been approved by:

(a)    all the Lenders; or

(b)    the Majority Lenders (provided that the Company has granted a guarantee in respect of its obligations),

to accede as borrower.

A mechanism will be included in the Agreement to enable subsidiaries of the Company to accede as guarantors. The Company shall also have the right to request that any of its subsidiaries become guarantors.

“Obligor” means the Borrower and any Additional Obligor.

There will be three multi-currency facilities:

Facility A: US$3,000 million 364 day revolving credit facility, with two term-out options of 180 days each (term-out fees as per Appendix 1).

Facility B: US$3,000 million 36 month term loan facility.

Facility C: US$3,000 million 60 month term loan facility.

The Company shall consult with the Mandated Lead Arrangers, should it seek to raise financing for the purpose of the Offer other than (i) the Facilities and (ii) other facilities in a maximum amount of US$3,800,000,000 as referred to in “Documentary Conditions Precedent” below.

Facilities A, B and C:

(a)    to finance the consideration payable for the shares in the Target under the Offer and paying the purchase price for the shares in the Target acquired under the compulsory acquisition procedures of the Australian companies law and the acquisition of any ADR’s in the US in accordance with the US securities laws and regulations;

(b)    (if required) to finance the consideration payable to holders of options to acquire shares in the Target pursuant to any proposal by it in respect of those options as required by Australian companies law;

(c)    to finance costs, fees, expenses (and taxes on them) and stamp duty incurred by any member of the Cemex España Group in relation to the Offer (but not, for the avoidance of doubt, including M&A advisory fees); and

(d)    (if required or if the Company deems it necessary) to finance or refinance the indebtedness (the “Existing Target Debt”) for borrowed monies of the Target and its subsidiaries existing at close of business on the date that the Offer is declared unconditional (the “Unconditional Date”), if relevant.

The Borrower may extend Facility A (at which point the loans thereunder shall be re-designated as a term loan) in whole or in part for:

(a)    a term of a further 180 days (the “First Term Out Option”); and

(b)    thereafter, a further 180 days (the “Second Term Out Option”),

after the Original Facility A Termination Date (as defined below).

For the avoidance of doubt, the First Term Out Option may be exercised without the Second Term Out Option being exercised.

Facility A: 364 days after the date of signing of the Facility Agreement (“Original Facility A Termination Date”), subject to the Term Out Option.

Facility B: 36 months after the date of signing of the Facilities Agreement.

Availability Periods:

Certain Funds:

During the period commencing on the signing date of the Facilities Agreement and ending on the last day of the Availability Period (the “Certain Funds Period”):

(i)     in relation to a loan under the Facilities to be made during such period and to be made solely for a purpose set out in paragraphs (a) and (b) of the definition of “Purpose” set out above (a “Certain Funds Utilisation”), the drawstop conditions in the Facilities Agreement will apply as if they referred only to

(1)    the Representations listed herein with references (a) to (d) and (n), provided that (i) in each case such representations shall relate only to the Company and its subsidiaries (including BidCo) but excluding any member of the Target Group (including in relation to procuring compliance) and (ii) the circumstances resulting in such breach would lead to a Material Adverse Effect (the “Certain Funds Representations”); and

(2)    the Events of Default listed herein with references: (a), (c) (in respect of the General Undertakings with references (e), (f), (l) and (n), the Purpose clause and the obligation that BidCo becomes a subsidiary within six months (or becomes a guarantor)), (d) (with regard to the Certain Fund Representations), (f), (g), (l) and (m) provided that in each case such Event of Default shall relate to the Company and its Subsidiaries (including BidCo) but excluding any member of the Target Group (including in relation to procuring compliance) (the “Certain Funds Events of Default”).

(ii)    the Finance Parties shall be restricted from exercising rights which would prevent or limit the making of a Certain Funds Utilisation.

Each Loan will be at least US$25,000,000 and a multiple of US$10,000,000 or the undrawn balance of the relevant Facility, if less.

Drawings to be made pro-rata across each of the Facilities.

Any amount that is still undrawn at the end of the relevant Availability Period will be cancelled.

Facility A: Subject to the Term Out Option, the Borrower must repay the outstanding amount in full on the Original Facility A Termination Date.

Facility B: The Borrower must repay the outstanding amount in full on the Final Maturity Date for Facility B.

Facility C: The Borrower must repay the outstanding amount in full on the Final Maturity Date for Facility C.

Loans may be prepaid after the last day of the Availability Period in whole or in part on 3 Business Days’ prior notice (but, if in part, by a minimum of US$25,000,000). Any prepayment shall be made with accrued interest on the amount prepaid and, subject to breakage costs, without premium or penalty.

Such prepayments will be applied at the Borrower’s election, between Facility A, Facility B and Facility C.

PRICING

Rate

Accrued ticking fee is payable on the date of the first drawdown or the cancellation of the Facilities.

Commitment Fee:

30% of the relevant Applicable Margin on the unused and uncancelled amount of the applicable Facility for the applicable period from the date of the first drawdown of the Facilities (calculated on the basis of a year of 360 days and the number of days actually elapsed) until all Facilities are permanently repaid and/or cancelled.

Accrued commitment fee is payable on the last day of the relevant Availability Period and on the cancelled amount of any Facility at the time a full cancellation is effective.

Margin:

Interest Periods for Loans:

Interest on Loans:

(a)    Margin;

(b)    LIBOR (set by reference to Reuters for the relevant currency or, if not available, on the basis of rates provided by agreed Reference Banks); and

(c)    Mandatory Cost, if any.

Payment of Interest on Loans:

Interest is payable on the last day of each Interest Period (and, in the case of Interest Periods of longer than six months, on the dates falling at six-monthly intervals after the first day of the Interest Period).

Standard gross-up provisions to be included such that gross-up is only paid to qualifying lenders.

General Terms

Prepayment and Cancellation:

(a)    Mandatory Prepayment

Until Facility A is repaid in full, Facility A is to be permanently reduced by an amount equal to the net proceeds of:

(i)     (to the extent the ratio of Net Borrowings to EBITDA is in excess of 2.5:1 or Facility A has not been repaid in full) any issue of shares for cash or cash equivalent proceeds by the Company, or the issue of any bonds, notes or other debt securities (excluding any “hybrid” issue to the extent such issue is accounted for as equity) by any member of the Cemex España Group on the capital markets but not, for the avoidance of doubt, including banks loans (“Fundraisings”); and

(ii)    the disposal of assets of members of the Target Group (provided that such proceeds may to be used prepay Existing Target Debt or Facility A).

(b)    Illegality

If it is or will be illegal for a Lender to perform its obligations under the Facilities Agreement a Lender may cancel its Commitment and/or require prepayment of its share of the Loans.

(c)    Change of Control

If Cemex, S.A.B. de C.V. ceases to control the Company (directly or indirectly) and/or the Borrower, after it has gained control of the Target (directly or indirectly), ceases to control the Target:

(1)    a Lender shall not be obliged to fund a Loan; and

(2)    a Lender may by not less than 3 days’ notice cancel its Commitment and require repayment of all its share of the Loans.

(d)    Increased Costs, Tax Gross Up and Tax Indemnity

The Company may cancel the Commitment of and prepay any Lender that makes a claim under these provisions.

(e)    Voluntary Cancellation

The Company may, on not less than 3 Business Days’ prior notice, cancel the whole or any part (being a minimum of US$25,000,000) of an Available Facility.

(a)    It is a corporation, duly organised and validly existing under the laws and regulations of its jurisdiction of incorporation.

It has the power to own its assets and carry on its business as it is being conducted.

(b)    The obligations expressed to be assumed by it in each Finance Document are, subject to any reservations which are specifically referred to in any Legal Opinion, legal, valid, binding and enforceable obligations.

(c)    The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(i)     any law or regulation applicable to it;

(ii)    its constitutional documents; or

(iii)  any agreement or instrument binding upon it or any of its assets.

(d)    It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

(e)    All Authorisations (as defined in the 2004 Facility) required or desirable:

(i)     to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(ii)    to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

(f)

(i)     The choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation subject to any reservations which are specifically referred to in any legal opinion delivered as a condition precedent under the terms of the Facility Agreement.

(ii)    Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation, subject to any reservations which are specifically referred to in any Legal Opinion.

(g)    It is not required under the laws and regulations of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make under any Finance Document to any Qualifying Lender.

(h)    Under the laws and regulations of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

(i)

(i)     No Default or Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(ii)    No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

(j)

(i)     Any written factual information provided by the Company for the purposes of the Information Memorandum was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(ii)    All material written information (other than the Information Memorandum) supplied by any member of the Cemex España Group was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated and is not misleading in any material respect.

(k)

(i)     Its December 2005 audited financial statements (the “Original Financial Statements”) were prepared in accordance with GAAP consistently applied and are complete and accurate in all material respects.

(ii)    Its Original Financial Statements fairly represent its financial condition and operations during the relevant financial year.

(l)     Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law or regulation applying to companies generally.

(m)   No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which are likely to be adversely determined and which, if so determined, would be reasonably likely to have a Material Adverse Effect or purports to affect the legality, validity or enforceability of any of the obligations under the Finance Documents have been started or threatened against any Obligor or any Material Subsidiary.

(n)    Except as expressly permitted pursuant to the Facilities Agreement, the Offer Documents contain all the material terms of the Offer and the Offer Document reflects the terms of the press release or other relevant announcement in all material respects.

(o)    No legal proceedings or other procedures or steps have been taken or, to the Company’s knowledge after reasonable enquiry, are being threatened, in relation to the winding-up, dissolution, administration or reorganisation of any Obligor or Material Subsidiary (other than a solvent liquidation or reorganisation of any Material Subsidiary which is not an Obligor).

(p)    There has been no material adverse change in the Company’s business, condition (financial or otherwise), operations, performance or assets taken as a whole (or the business, consolidated condition (financial or otherwise), operations, performance or the assets generally of the Cemex España Group taken as a whole) since its Original Financial Statements.

For the avoidance of doubt, “consolidation” of the Target into the Cemex España Group in itself will not be a Material Adverse Change.

(q)    Each member of the Cemex España Group has performed and observed in all material respects all Environmental Law, Environmental Permits and all other material covenants, conditions, restrictions or agreements directly or indirectly concerned with any contamination, pollution or waste or the release or discharge of any toxic or hazardous substance in connection with any real property which is or was at any time owned, leased or occupied by any member of the Cemex España Group or on which any member of the Cemex España Group has conducted any activity where failure to do so might reasonably be expected to have a Material Adverse Effect.

No Environmental Claim has been commenced or (to the best of its knowledge and belief) is threatened against any member of the Cemex España Group where that claim would be reasonably likely, if determined against that member of the Cemex España Group to have a Material Adverse Effect.

(r)     In any proceedings taken in its jurisdiction of incorporation in relation to this Agreement, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

(s)    Its execution of the Finance Documents constitutes, and its exercise of its rights and performance of its obligations hereunder will constitute, private and commercial acts done and performed for private and commercial purposes.

The following Representations will be repeated on an ongoing basis at customary times: (a) to (f), (i), (k) (but in respect of its latest consolidated financial statements instead of the Original Financial Statements) and (l) to (p).

(j) (i) shall be made on the date of the Information Memorandum and on the date of primary syndication.

(a)    as soon as they become available, but in any event within 180 days of the end of its financial years its audited consolidated financial statements (provided that in the first financial year ending after the date on which the Company obtains control of Target the time period referred to above shall be 270 days further provided that if such audited consolidated financial statements have not been provided within 180 days of the end of that financial year then the Company shall also provide non-audited consolidated financial statements for that financial year no later than 180 days after the end of such year)

(b)    as soon as they become available, but in any event within 90 days of the end of the first three quarters of each of its financial years its consolidated financial statements for that quarter

(c)    with each set of consolidated financial statements, a compliance certificate

(d)    all documents dispatched by the Company to its shareholders (or any class of them) or its creditors generally

(e)    details of any litigation (including any environmental claim), arbitration or administrative proceedings which might, if adversely determined, have a Material Adverse Effect

(f)     notification of any adverse change in credit ratings of the Company

(g)    such other information regarding the financial condition, business and operations of any member of the Cemex España Group as any Finance Party may reasonably request

(h)    notification of default

The Borrower shall ensure that in respect of any Relevant Period:

(i)     from the date of signing of the Facilities Agreement, the ratio of Net Borrowings to Adjusted EBITDA calculated on a rolling basis shall be less than or equal to 3.50 to 1.00.

(ii)    the ratio of EBITDA to Finance Charges calculated on a rolling 12 month basis shall be greater than or equal to 3.00 to 1.00,

tested by reference to the Company’s consolidated accounts (as prepared in accordance with applicable GAAP at the time of signing). The Facilities agreement(s) will contain special provisions allowing for the re-defining of the financial covenants in the event of a change in applicable GAAP, within a reasonable time period and subject to good faith).

The Borrower shall ensure that at all times the Net Borrowings of its Subsidiaries does not exceed 15% of the consolidated total assets of the Borrower.

(a)    authorisations

(b)    preservation of corporate existence

(c)    preservation of properties

(d)    compliance with laws and regulations

(e)    negative pledge

(f)     restriction on merger

(g)    no change of business

(h)    insurance

(i)     environmental compliance

(j)     environmental claims

(k)    transactions with affiliates to be on arm’s length terms (except as set out in the funds flow required to be delivered as a documentary condition precedent)

(l)     pari passu ranking

(m)   restriction on new debt of Target Group: (except for inter-company transactions) to be limited to short term working capital facilities

(n)    offer related covenants: See Appendix 2. Acquisition indemnity also to be included.

(o)    payment restrictions affecting subsidiaries

(p)    new subsidiaries to be notified, if Material Subsidiaries

(q)    notarisation.

(a)    non-payment

(b)    any financial covenant not satisfied

(c)    failure to comply with any other obligations subject to agreed remedy periods if capable of remedy

(d)    misrepresentation

(e)    cross acceleration, subject to an agreed minimum amount

(f)     insolvency

(g)    insolvency proceedings

(h)    expropriation or sequestration

(i)     creditors’ process

(j)     ownership by Company of other Obligors

(k)    failure to comply with judgment

(l)     unlawfulness

(m)   repudiation

(n)    (following the acquisition of Target) material adverse change

Assignments and Transfers by

Lenders:

(a)    copy of each acquisition document press release, bidder’s statement and a copy of the announcement that the Offer has become or has been declared unconditional;

(b)    all regulatory clearance in respect of the Offer has been obtained (including FIRB approval);

(c)    evidence satisfactory to the bookrunners that funding (other than under the Facilities) of no less than US$3,800 million is committed and available for the purpose of the Offer to the Company or Cemex, S.A.B. de C.V. and a “funds flow” statement setting out how the Offer will be funded; and

(d) satisfaction (or waiver by the Agent) of the Offer CPs.

1.      The Treasurer of the Commonwealth of Australia either:

(a)    issues a notice stating that the Commonwealth Government does not object to Cemex, S.A.B. de C.V. or any direct of indirect subsidiary of it acquiring a substantial shareholding in Target; or

(b)    becomes, or is, precluded (by reason of lapse of time or otherwise) from making an order in respect of the acquisition of Target by such a person under the Foreign Acquisitions of Takeovers Act 1975 (Cth).

2.      the Company has obtained, on an unconditional basis, all necessary material authorisations in Australia (including industry bodies’ consent and ACCC approval) to enable the Offer to be made to and accepted by the holders of Target shares and that all such material authorisations, consents and approvals remain in full force and effect and have not become subject to any notice or indication of intention to be revoked, suspended, restricted,

modified or not renewed and that the Company has lodged all necessary documents with any relevant stock exchange.

3.      The Company complying in all respects with the requirements of Chapter 6 (takeovers) of the Corporations Act 2001 (Cth).

4.      All other Australia regulatory and other approvals contemplated by the Offer or to which the offer is subject being obtained on terms and conditions satisfactory to the Agent.

5.      All US or other regulatory requirements with regard to the acquisition of any ADRs being obtained on terms and conditions satisfactory to the Agent (acting reasonably)

(a)    accuracy of repeating representations; and

(b)    no actual or potential default having occurred.

Ratio

Greater than 3.0x

2.5x to 3.0x

2.0x to 2.5x

Less than 2.0x