Obligation Cemix S.A.B. de C.V. 4.375% ( XS1198002690 ) en EUR

Cemix S.A.B. de C.V.

100 % ⇌

Mexique

XS1198002690 ( en EUR )

4.375% par an ( paiement semestriel )

04/03/2023 - Obligation échue

Prospectus brochure de l'obligation Cemex S.A.B. de C.V XS1198002690 en EUR 4.375%, échue

100 000 EUR

550 000 000 EUR

CEMEX S.A.B. de C.V. est une entreprise mexicaine multinationale de matériaux de construction, produisant et distribuant du ciment, du béton prêt à l'emploi, des agrégats et d'autres produits liés à la construction dans le monde entier.

L'Obligation émise par Cemix S.A.B. de C.V. ( Mexique ) , en EUR, avec le code ISIN XS1198002690, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/03/2023

EX-4.50
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EX-4.50 14 d912321dex450.htm EX-4.50
Exhibit 4.50
Execution Version
CEMEX, S.A.B. de C.V.,
THE NOTE GUARANTORS PARTY HERETO,
THE BANK OF NEW YORK MELLON,
AS TRUSTEE
AND
THE BANK OF NEW YORK MELLON, LONDON BRANCH,
AS PAYING AGENT AND TRANSFER AGENT
4.375% SENIOR SECURED NOTES DUE 2023
INDENTURE
( Denominated Notes)
Dated as of March 5, 2015
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ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
1
Section 1.1
Definitions
1
Section 1.2
[Reserved]
38
Section 1.3
Rules of Construction
38
ARTICLE II
THE NOTES
38
Section 2.1
Form and Dating
38
Section 2.2
Execution and Authentication
39
Section 2.3
Registrar, Paying Agent and Transfer Agent
40
Section 2.4
Paying Agent to Hold Money in Trust
40
Section 2.5
Holder Lists
41
Section 2.6
ISIN Numbers
41
Section 2.7
Global Note Provisions
41
Section 2.8
Legends
43
Section 2.9
Transfer and Exchange
43
Section 2.10
Mutilated, Destroyed, Lost or Stolen Notes
49
Section 2.11
Temporary Notes
50
Section 2.12
Cancellation
50
Section 2.13
Defaulted Interest
50
Section 2.14
Additional Notes
51
ARTICLE III
COVENANTS
52
Section 3.1
Payment of Notes
52
Section 3.2
Maintenance of Office or Agency
53
Section 3.3
Corporate Existence
53
Section 3.4
Payment of Taxes and Other Claims
53
Section 3.5
Compliance Certificate
53
Section 3.6
Further Instruments and Acts
54
Section 3.7
Waiver of Stay, Extension or Usury Laws
54
Section 3.8
Change of Control
54
Section 3.9
Limitation on Incurrence of Additional Indebtedness
56
Section 3.10
[Reserved]
61
Section 3.11
Limitation on Restricted Payments
61
Section 3.12
Limitation on Asset Sales
65
Section 3.13
Limitation on the Ownership of Capital Stock of Restricted Subsidiaries
68
Section 3.14
Limitation on Designation of Unrestricted Subsidiaries
69
Section 3.15
Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries
70
Section 3.16
Limitation on Layered Indebtedness
72
Section 3.17
Limitation on Liens
73
Section 3.18
Limitation on Transactions with Affiliates
73
Section 3.19
Conduct of Business
74
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TABLE OF CONTENTS
(continued)
Page
Section 3.20
Reports to Holders
74
Section 3.21
Payment of Additional Amounts
75
Section 3.22
Suspension of Covenants
78
ARTICLE IV
SUCCESSOR ISSUER
80
Section 4.1
Merger, Consolidation and Sale of Assets
80
ARTICLE V
OPTIONAL REDEMPTION OF NOTES
83
Section 5.1
Optional Redemption
83
Section 5.2
[Reserved]
83
Section 5.3
Notices to Trustee
83
Section 5.4
Notice of Redemption
83
Section 5.5
Selection of Notes to Be Redeemed in Part
84
Section 5.6
Deposit of Redemption Price
85
Section 5.7
Notes Payable on Redemption Date
85
Section 5.8
Unredeemed Portions of Partially Redeemed Note
85
ARTICLE VI
DEFAULTS AND REMEDIES
85
Section 6.1
Events of Default
85
Section 6.2
Acceleration
87
Section 6.3
Other Remedies
87
Section 6.4
Waiver of Past Defaults
88
Section 6.5
Control by Majority
88
Section 6.6
Limitation on Suits
88
Section 6.7
Rights of Holders to Receive Payment
88
Section 6.8
Collection Suit by Trustee
89
Section 6.9
Trustee May File Proofs of Claim, etc.
89
Section 6.10
Priorities
89
Section 6.11
Undertaking for Costs
90
ARTICLE VII
TRUSTEE
90
Section 7.1
Duties of Trustee
90
Section 7.2
Rights of Trustee
92
Section 7.3
Individual Rights of Trustee
93
Section 7.4
Trustee's Disclaimer
93
Section 7.5
Notice of Defaults
93
Section 7.6
[Reserved]
93
Section 7.7
Compensation and Indemnity
93
Section 7.8
Replacement of Trustee
94
Section 7.9
Successor Trustee by Merger
95
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TABLE OF CONTENTS
(continued)
Page
Section 7.10
Eligibility; Disqualification
96
Section 7.11
[Reserved]
96
Section 7.12
[Reserved]
96
Section 7.13
Authorization and Instruction of the Trustee With Respect to the Collateral
96
ARTICLE VIII
DEFEASANCE; DISCHARGE OF INDENTURE
97
Section 8.1
Legal Defeasance and Covenant Defeasance
97
Section 8.2
Conditions to Defeasance
98
Section 8.3
Application of Trust Money
99
Section 8.4
Repayment to Issuer
99
Section 8.5
Indemnity for U.S. Government Obligations
99
Section 8.6
Reinstatement
99
Section 8.7
Satisfaction and Discharge
100
ARTICLE IX
AMENDMENTS
100
Section 9.1
Without Consent of Holders
100
Section 9.2
With Consent of Holders
101
Section 9.3
[Reserved]
103
Section 9.4
Revocation and Effect of Consents and Waivers
103
Section 9.5
Notation on or Exchange of Notes
103
Section 9.6
Trustee to Sign Amendments and Supplements
103
ARTICLE X
NOTE GUARANTEES
104
Section 10.1
Note Guarantees
104
Section 10.2
Limitation on Liability; Termination, Release and Discharge
107
Section 10.3
Right of Contribution
108
Section 10.4
No Subrogation
108
Section 10.5
French Guarantee Limitation
108
Section 10.6
Swiss Guarantee Limitation
109
ARTICLE XI
COLLATERAL
111
Section 11.1
The Collateral
111
Section 11.2
Release of the Collateral
111
ARTICLE XII
MISCELLANEOUS
112
Section 12.1
Notices
112
Section 12.2
Communication by Holders with Other Holders
113
Section 12.3
Certificate and Opinion as to Conditions Precedent
113
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TABLE OF CONTENTS
(continued)
Page
Section 12.4
Statements Required in Certificate or Opinion
113
Section 12.5
Rules by Trustee, Paying Agent, Transfer Agent and Registrar
114
Section 12.6
Legal Holidays
114
Section 12.7
Governing Law, etc.
114
Section 12.8
[Reserved]
115
Section 12.9
No Recourse Against Others
115
Section 12.10
Successors
116
Section 12.11
Duplicate and Counterpart Originals
116
Section 12.12
Severability
116
Section 12.13
[Reserved]
116
Section 12.14
Currency Indemnity
116
Section 12.15
Table of Contents; Headings
117
Section 12.16
USA PATRIOT Act
117
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EXHIBIT A
FORM OF NOTE
EXHIBIT B
FORM OF CERTIFICATION FOR TRANSFER PURSUANT TO REGULATION S
EXHIBIT C
FORM OF CERTIFICATION FOR TRANSFER PURSUANT TO RULE 144
EXHIBIT D
FORM OF CERTIFICATION FOR TRANSFER PURSUANT TO RULE 144A
EXHIBIT E
"CONSOLIDATED LEVERAGE RATIO" AND RELATED DEFINITIONS
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INDENTURE, dated as of March 5, 2015, among CEMEX, S.A.B. de C.V., a publicly traded stock corporation with
variable capital (sociedad anónima bursátil de capital variable) organized under the laws of the United Mexican States (the
"Issuer"), the guarantors listed on Schedule I hereto, as guarantors of the Issuer's obligations under this Indenture and the
Notes, The Bank of New York Mellon, as trustee (the "Trustee") and The Bank of New York Mellon, London Branch, as
paying agent (the "Paying Agent") and transfer agent (the "Transfer Agent").
Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of
the Issuer's 4.375% Senior Secured Notes due 2023 issued hereunder.
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1 Definitions.
"2009 Financing Agreement" means the financing agreement, dated as of August 14, 2009, entered into among the
Issuer and certain of its Subsidiaries, the financial institutions and noteholders party thereto, Citibank International PLC, as
administrative agent, and Wilmington Trust (London) Limited, as security agent, as such agreement may be amended,
modified or waived from time to time.
"Acquired Indebtedness" means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person
becomes a Restricted Subsidiary or at the time it merges or consolidates with the Issuer or any of its Restricted Subsidiaries or
is assumed in connection with the acquisition of assets from such Person. Such Indebtedness will be deemed to have been
Incurred at the time such Person becomes a Restricted Subsidiary or at the time it merges or consolidates with the Issuer or a
Restricted Subsidiary or at the time such Indebtedness is assumed in connection with the acquisition of assets from such
Person.
"Acquired Subsidiary" means any Subsidiary acquired by the Issuer or any other Subsidiary after the Issue Date in
an Acquisition, and any Subsidiaries of such Acquired Subsidiary on the date of such Acquisition.
"Acquiring Subsidiary" means any Subsidiary formed by the Issuer or one of its Subsidiaries solely for the purpose
of participating as the acquiring party in any Acquisition, and any Subsidiaries of such Acquiring Subsidiary acquired in such
Acquisition.
"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 Issuer or any Restricted Subsidiary thereof has acquired an interest in any Person who would be deemed to be
a Restricted Subsidiary under this Indenture and was not a Restricted Subsidiary prior thereto.
"Additional Amounts" has the meaning assigned to it in Section 3.21(b).
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"Additional Note Certificate" has the meaning assigned to it in Section 2.14(b).
"Additional Note Guarantors" means New Sunward Holding B.V., CEMEX Concretos, S.A. de C.V. and Empresas
Tolteca de México, S.A. de C.V.
"Additional Note Supplemental Indenture" means a supplement to this Indenture duly executed and delivered by the
Issuer, each Note Guarantor and the Trustee pursuant to Article IX providing for the issuance of Additional Notes.
"Additional Notes" has the meaning assigned to it in Section 2.14(a).
"Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term "control"
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative meanings.
"Affiliate Transaction" has the meaning assigned to it in Section 3.18(a).
"Agent Members" has the meaning assigned to it in Section 2.7(b).
"Agents" means, collectively, the Registrar, any co-Registrar, the Paying Agents, the Transfer Agent and any other
agent appointed by the Issuer hereunder.
"Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in a Global
Note, the rules and procedures of Euroclear and Clearstream, as the case may be, that apply to such transfer or exchange,
including the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" of
Euroclear and the "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream.
"Asset Sale" means any direct or indirect sale, disposition, issuance, conveyance, transfer, lease (other than an
operating lease entered into in the ordinary course of business), assignment or other transfer, including a Sale and Leaseback
Transaction (each, a "disposition") by the Issuer or any Restricted Subsidiary of:
(a)
any Capital Stock other than Capital Stock of the Issuer; or
(b)
any property or assets (other than cash, Cash Equivalents or Capital Stock) of the Issuer or any Restricted
Subsidiary;
Notwithstanding the preceding, the following will not be deemed to be Asset Sales:
(1)
the disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries as permitted
under Section 3.12;
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(2)
any disposition of equipment that is not usable or is obsolete or worn out equipment in the ordinary course of
business or any disposition of inventory or goods (or other assets) held for sale or no longer used in the
ordinary course of business;
(3)
dispositions of assets in any fiscal year with a Fair Market Value not to exceed U.S.$25 million in the
aggregate;
(4)
for purposes of Section 3.12 only, the making or disposition of a Permitted Investment or Restricted Payment
permitted under Section 3.11;
(5)
a disposition to the Issuer or a Restricted Subsidiary, including a Person that is or will become a Restricted
Subsidiary immediately after the disposition;
(6)
the creation of a Lien permitted under this Indenture (other than a deemed Lien in connection with a Sale and
Leaseback Transaction);
(7)
(i) the disposition of Receivables Assets pursuant to a Qualified Receivables Transaction and (ii) the
disposition of other accounts receivable in the ordinary course of business;
(8)
the disposition of any asset constituted by a license of intellectual property in the ordinary course of business;
(9)
the disposition of inventory pursuant to an Inventory Financing or similar arrangement that is otherwise
permitted under this Indenture;
(10) the disposition of any asset compulsorily acquired by a governmental authority; and
(11) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made
pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture
arrangements and similar binding arrangements.
"Asset Sale Offer" has the meaning assigned to it in Section 3.12(c).
"Asset Sale Offer Amount" has the meaning assigned to it in Section 3.12(c).
"Asset Sale Offer Notice" means notice of an Asset Sale Offer made pursuant to Section 3.12, which shall be mailed
first class, postage prepaid, to each record Holder as shown on the Note Register within 20 days following the 365th day after
the receipt of Net Cash Proceeds of any Asset Sale, with a copy to the Trustee, which notice shall govern the terms of the Asset
Sale Offer, and shall state:
(1)
the circumstances of the Asset Sale or Sales, the Net Cash Proceeds of which are included in the Asset Sale
Offer, that an Asset Sale Offer is being made pursuant to Section 3.12(c), and that all Notes that are timely
tendered will be accepted for payment;
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(2)
the Asset Sale Offer Amount and the Asset Sale Offer Payment Date, which date shall be a Business Day no
earlier than 30 days nor later than 60 days from the date the Asset Sale Offer Notice is mailed (other than as
may be required by law);
(3)
that any Notes or portions thereof not tendered or accepted for payment will continue to accrue interest;
(4)
that, unless the Issuer defaults in the payment of the Asset Sale Offer Amount with respect thereto, all Notes
or portions thereof accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest from
and after the Asset Sale Offer Payment Date;
(5)
that any Holder electing to have any Notes or portions thereof purchased pursuant to the Asset Sale Offer will
be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the
reverse of such Notes completed, to the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Asset Sale Offer Payment Date;
(6)
that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the
close of business on the second Business Day preceding the Asset Sale Offer Payment Date, a facsimile
transmission or letter, setting forth the name of the Holder, the principal amount of Notes delivered for
purchase, and a statement that such Holder is withdrawing such Holder's election to have such Notes or
portions thereof purchased pursuant to the Asset Sale Offer;
(7)
that any Holder electing to have Notes purchased pursuant to the Asset Sale Offer must specify the principal
amount that is being tendered for purchase, which principal amount must be 100,000 and in integral
multiples of 1,000 in excess thereof;
(8)
that any Holder of Certificated Notes whose Certificated Notes are being purchased only in part will be issued
new Certificated Notes equal in principal amount to the unpurchased portion of the Certificated Note or Notes
surrendered, which unpurchased portion will be equal in principal amount to 100,000 and in integral
multiples of 1,000 in excess thereof;
(9)
that the Trustee will return to the Holder of a Global Note that is being purchased in part, such Global Note
with a notation on the schedule of increases or decreases thereof adjusting the principal amount thereof to be
equal to the unpurchased portion of such Global Note; and
(10) any other information necessary to enable any Holder to tender Notes and to have such Notes purchased
pursuant to Section 3.12.
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