Exhibit 4.15 EXECUTION COPY CONFIRMATION Date: December 13, 2002 To: Empresas Tolteca de Mexico, S.A. de C.V. (Counterparty) Telecopy No.: (528) 328 7162 Attention: Rodrigo Trevino From: ING Bank, N.V. (Bank) Telecopy No.: +525 259 2701 Transaction Reference Number: FC7114-Emptolmex The purpose of this communication is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the Transaction) between you and us. This communication constitutes a "Confirmation" as referred to in the Agreement specified below. 1. Master Agreement This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of December 13, 1999 (as amended and supplemented from time to time, the Agreement), between you and us. All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. 2. Incorporation of Terms Except as expressly set forth herein and except as the context otherwise requires, the terms of the Transaction (the First Transaction) described in the Confirmation dated December 13, 1999 (the First Confirmation) between Counterparty and Bank, as modified and supplemented and in effect immediately prior to the date hereof and immediately prior to the execution of Amendment No. 2 hereto, are hereby incorporated by reference, notwithstanding the fact that the First Transaction shall be terminated on or prior to the date hereof. In the event of any conflict between the terms of the First Confirmation and this Confirmation, this Confirmation shall prevail. 3. Certain Terms The terms of the particular Transaction to which this Confirmation relates are as follows: Trade Date: December 11, 2002 <page> Effective Date: December 13, 2002, which shall be the effective date under each of the Group Confirmations Termination Date: December 12, 2003 Notional Amount: USD154,625,513.40 Forward Payment Amount: USD159,080,246.91 (subject to the "Early Termination by Counterparty" provision below). The paragraphs across from the captions "Cemex ADS Purchase Procedures" and "Valenciana Shares Purchase Procedures" in Paragraph 3 of the First Confirmation shall not apply except for purposes of providing definitions for terms used but not defined elsewhere in the First Confirmation. 4. Additional Payments by Counterparty: (a) On the Effective Date, Counterparty shall pay to Bank USD70,936,238.67 as a partial prepayment of the Forward Payment Amount (the amount of such payment, the Initial Forward Payment Amount). (b) On June 13, 2003 (the Intermediate Forward Payment Date), Counterparty shall make an Intermediate Forward Payment to Bank of the Intermediate Forward Payment Amount payable on the Intermediate Forward Payment Date. 5. Conditions Precedent The obligations of the parties under this Confirmation shall be subject to the conditions precedent that (i) each "Participant" identified in the Calculation Agency and Interbank Agreement shall have executed and delivered a Confirmation (as described therein); and (ii) Bank shall have received: (A) an opinion of Ritch, Heather y Mueller, S.C., as special Mexican counsel to Bank, in form and substance satisfactory to Bank, with respect to the matters addressed in the opinion delivered by such counsel in connection with the First Transaction; and (B) an opinion of Freshfields Bruckhaus Deringer LLP, as special U.S. counsel to Bank, in form and substance satisfactory to Bank, with <page> respect to the matters addressed in the opinion delivered by such counsel in connection with the First Transaction. 6. Representations and Agreements Annex: The Representations and Agreements Annex attached as Exhibit II to the First Confirmation is hereby incorporated into this Confirmation as if set forth in full herein, and the representations contained therein are representations for purposes of Section 3(d) of the Agreement. 7. Definitions For purposes of this Confirmation, the following terms shall have the following meanings: Adjusted Forward Payment Amount means the USD amount as determined by the Calculation Agent according to the following formula: PV of (a - b - c - d) where a = Forward Payment Amount b = USD72,979,899.07 (FV1 of the Initial Forward Payment Amount) c = The FV2 of the Intermediate Forward Payment Amount d = Aggregate of all FV2 of the Advanced Forward Payment Amount provided that, on and after the Termination Date, the "Adjusted Forward Payment Amount" will be the amount determined by the Calculation Agent to be equal to (a) the Forward Payment Amount less (b) USD72,979,899.07 less (c) the FV2 of the Intermediate Forward Payment Amount less (d) the Aggregate of all FV2 of the Advanced Forward Payment Amount Calculation Agency and Interbank Agreement means the Calculation Agency and Interbank Agreement dated as of December 13, 1999 between Empresas Tolteca de Mexico, S.A. de C.V., the Calculation Agent, and each of the banks or other financial institutions party thereto, as amended on December 13, 2002 and as further modified and supplemented and in effect from time to time. FV2 means, with respect to any Advanced Forward Payment Amount or Intermediate Forward Payment Amount, the value on the Termination Date that, when discounted to the date of payment of such amount (on a 30/360 basis compounded quarterly) at the Swap Rate, equals such Advanced Forward Payment Amount or such Intermediate Forward Payment Amount, as the case may be. As used in this definition, Swap Rate means, as of any date of payment referred to above, the fixed rate of interest (computed on a 30/360 basis) equivalent, for the period from and including the date of payment of such amount to but excluding the Termination Date, to three-month USD-LIBOR-BBA plus 125 bps (computed on a 30/360 basis <page> compounded quarterly) based upon the zero coupon swap curve in effect on the date of payment of such amount, as determined by the Calculation Agent in accordance with Section 3(b) of the Calculation Agency and Interbank Agreement. Intermediate Forward Payment Amount means, with respect to any Intermediate Forward Payment Date, the USD1,196,976.60 (the USD amount as determined by the Calculation Agent according to the following formula: (Notional Amount - Initial Forward Payment Amount)*((1+r/4)^2 - 1) where "r" = the fixed rate of interest (computed on a 30/360 basis) equivalent, for the period from and including the Effective Date to but excluding the Termination Date, to three-month USD LIBOR plus 125 bps (computed on a 30/360 basis compounded quarterly) based upon the zero coupon swap curve in effect on the Effective Date). Minimum Advanced Forward Payment Amount means USD2,152,000.00 (the USD amount equal to (i) 2.5% multiplied by (ii) the Forward Payment Amount minus the FV1 of the Initial Forward Payment Amount). PV means, with respect to any Valuation Date and any specified amount, the present value of such specified amount, discounted from the Termination Date to such Valuation Date at a discount rate per annum equal to the fixed rate of interest (computed on a 30/360 basis) equivalent, for the period from and including such Valuation Date to but excluding the Termination Date, to three-month USD LIBOR plus 125 bps (computed on a 30/360 basis compounded quarterly) based upon the zero coupon swap curve in effect on such Valuation Date. Valuation Dates means each of (i) December 20, 2002 and thereafter the last Business Day of each week up to and including December 12, 2003, (ii) any Early Termination Date, (iii) any Voluntary Early Termination Date and (iv) the Termination Date. <page> 8. Agreement to Deliver Documents: For the purpose of Section 4(a)(ii) of the Agreement, each party agrees to deliver the following documents, as applicable: <table> <caption> -------------------- ------------------------------- --------------------------- ---------------------- Party required to Form/Document/ Date by which to be Covered by Section deliver document Certificate delivered 3(d) Representation -------------------- ------------------------------- --------------------------- ---------------------- <s> Bank and Evidence of the authority, Upon the execution by Yes Counterparty incumbency and specimen such party or any Credit signature of each person Support Provider of this executing any document upon Confirmation, any Credit behalf of such party or any Support Document with Credit Support Provider of respect to such party or such party (including, in the any other documentation case of Counterparty and each relating to the Agreement Credit Support Provider, or any such Credit notarized copies of the Support Document by-laws of and powers of attorney given by Counterparty or such Credit Support Provider to its officers, as the case may be) -------------------- ------------------------------- --------------------------- ---------------------- Counterparty Evidence of the appointment Upon the execution by Yes of an agent of service of such party or any Credit process for the Counterparty Support Provider of this and each Credit Support Confirmation, any Credit Provider (including copies of Support Document with appointment and acceptance respect to such party or letters and powers of any other documentation attorney (executed in the relating to the Agreement presence of a Mexican notary) or any such Credit granted by Counterparty and Support Document each Credit Support Provider in favor of the process agent) <page> -------------------- ------------------------------- --------------------------- ---------------------- Counterparty The Amendment to the Credit On or prior to the Yes Support Document with respect execution by such party to such party specified in of this Confirmation Paragraph 9 of this Confirmation -------------------- ------------------------------- --------------------------- ---------------------- Bank and The Amendment to the On or prior to the Yes Counterparty Calculation Agency and execution of this Interbank Agreement Confirmation -------------------- ------------------------------- --------------------------- ---------------------- Counterparty Opinion of internal legal On the Effective Date Yes counsel of Counterparty and each of its Credit Support Providers, in form and substance satisfactory to Bank, with respect to the matters addressed in the opinion delivered by such counsel in connection with the First Transaction -------------------- ------------------------------- --------------------------- ---------------------- Counterparty Opinion of Skadden, Arps, On the Effective Date No Slate, Meagher & Flom LLP, as counsel to Cemex, in form and substance satisfactory to Bank, with respect to the matters addressed in the opinion delivered by such counsel in connection with the First Transaction <page> -------------------- ------------------------------- --------------------------- ---------------------- Counterparty Opinion of Skadden, Arps, Not later than the tenth Yes Slate, Meagher & Flom LLP, as Business Day immediately counsel to Cemex, in form and succeeding the substance satisfactory to effectiveness of the Bank, certifying that the Registration Statement Registration Statement with respect to the Cemex ADS is effective and that no refusal or stop order has been issued by the United States Securities and Exchange Commission -------------------- ------------------------------- --------------------------- ---------------------- Counterparty Evidence of receipt of any On or prior to the Yes necessary Mexican approvals execution of this by Counterparty and each of Confirmation its Credit Support Providers -------------------- ------------------------------- --------------------------- ---------------------- </table> 9. Credit Support: For purposes of this Transaction only, each of Cemex and Cemex Mexico, S.A. de C.V. shall be a Credit Support Provider in relation to Counterparty, and the Guarantee, dated as of December 13, 1999 and amended as of December 13, 2002, made by the Credit Support Providers in favor of Bank shall be a Credit Support Document in relation to Counterparty. 10. Representations: In connection with this Confirmation, the Transaction to which this Confirmation relates and any other documentation relating to the Agreement, each party to this Confirmation (and, with respect to Counterparty, Cemex) makes to the other party the representations and acknowledgements set forth in Paragraph 15 of the First Confirmation. In addition, each party to this Confirmation represents and warrants to the other party to this Confirmation that it is an "eligible contract participant" as such term is defined in Section 1a(12) of the U.S. Commodity Exchange Act. Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between <page> us with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing any other information requested herein and immediately returning an executed copy to Alejandro Aguilar at +525 259 2701. Hard copies should be returned to Bosque de Alisos, 45-B, Piso 4, Bosques de las Lomas. Yours sincerely, ING BANK, N.V. By: /s/ A. B. Rosaria -------------------------------- Name: A. B. Rosaria Title:Risk Manager By: /s/ A.C. Zulia -------------------------------- Name: A. C. Zulia Title:Sr. Manager Transaction Processing <page> Confirmed as of the date first above written: EMPRESAS TOLTECA DE MEXICO, S.A. DE C.V. By: /s/ Humberto Moreira ------------------------------------------- Name: Humberto Moreira Title: Attorney-in-fact Acknowledged and Agreed solely for purposes of Paragraphs 2, 6, 9 and 10: CEMEX, S.A. DE C.V. By: /s/ Mario de la Garza ------------------------------------------- Name: Mario de la Garza Title: Attorney-in-fact Acknowledged and Agreed solely for purposes of Paragraph 9: CEMEX MEXICO, S.A. de C.V. By: /s/ Victor Naranjo ------------------------------------------- Name: Victor Naranjo Title: Attorney-in-fact