Exhibit 10.1
Certification of Principal Executive and Financial Officers
Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with Amendment No. 1 to the Annual Report on Form 20-F/A of
CEMEX, S.A. de C.V. (the "Company") for the year ended December 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), Lorenzo H. Zambrano, as Chief Executive Officer of the Company, and
Hector Medina, as Executive Vice President of Planning and Finance of the
Company, each hereby certifies, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his
knowledge:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Lorenzo H. Zambrano
- ---------------------------------
Name: Lorenzo H. Zambrano
Title: Chief Executive Officer
Date: April 25, 2003
/s/ Hector Medina
- ---------------------------------
Name: Hector Medina
Title: Executive Vice President of
Planning and Finance
Date: April 25, 2003
This certification accompanies the Report pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
ss.18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been
provided to CEMEX, S.A. de C.V. and will be retained by CEMEX, S.A. de C.V. and
furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 10.2
Certification of Principal Executive and Financial Officers
Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with Amendment No. 1 to the Annual Report on Form 20-F/A of CEMEX
Mexico, S.A. de C.V. (the "Company") for the year ended December 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), Lorenzo H. Zambrano, as Chief Executive Officer of the Company, and
Hector Medina, as Executive Vice President of Planning and Finance of the
Company, each hereby certifies, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his
knowledge:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Lorenzo H. Zambrano
- ---------------------------------
Name: Lorenzo H. Zambrano
Title: Chief Executive Officer
Date: April 25, 2003
/s/ Hector Medina
- ---------------------------------
Name: Hector Medina
Title: Executive Vice President of
Planning and Finance
Date: April 25, 2003
This certification accompanies the Report pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
ss.18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been
provided to CEMEX Mexico, S.A. de C.V. and will be retained by CEMEX Mexico,
S.A. de C.V. and furnished to the Securities and Exchange Commission or its
staff upon request.
Exhibit 10.3
Certification of Principal Executive and Financial Officers
Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with Amendment No. 1 to the Annual Report on Form 20-F/A of
Empresas Tolteca de Mexico, S.A. de C.V. (the "Company") for the year ended
December 31, 2002 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), Lorenzo H. Zambrano, as Chief Executive Officer of
the Company, and Hector Medina, as Executive Vice President of Planning and
Finance of the Company, each hereby certifies, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Lorenzo H. Zambrano
- ---------------------------------
Name: Lorenzo H. Zambrano
Title: Chief Executive Officer
Date: April 25, 2003
/s/ Hector Medina
- ---------------------------------
Name: Hector Medina
Title: Executive Vice President of
Planning and Finance
Date: April 25, 2003
This certification accompanies the Report pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
ss.18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been
provided to Empresas Tolteca de Mexico, S.A. de C.V. and will be retained by
Empresas Tolteca de Mexico, S.A. de C.V. and furnished to the Securities and
Exchange Commission or its staff upon request.
Exhibit 10.4
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference into (i) Post-Effective
Amendment No. 3 to the Registration Statement on Form F-3 (File No. 333-11382)
of CEMEX, S.A. de C.V., (ii) the Registration Statement on Form F-3 (File No.
333-86700) of CEMEX, S.A. de C.V., (iii) the Registration Statement on Form S-8
(File No. 333-13970) of CEMEX, S.A. de C.V. and (iv) the Registration Statement
on Form S-8 (File No. 333-83962) of CEMEX, S.A. de C.V., of our report, dated
January 15, 2003 (except for note 23, which is as of March 24, 2003), with
respect to the consolidated balance sheets of CEMEX, S.A. de C.V. and
subsidiaries as of December 31, 2002 and 2001, and the related consolidated
statements of income, changes in stockholders' equity and changes in financial
position for each of the years in the three year period ended December 31,
2002, which report appears in this Amendment No. 1 to the Annual Report on Form
20-F/A of CEMEX, S.A. de C.V.
KPMG Cardena Dosal, S.C.
/s/ Leandro Castillo Parada
- -----------------------------
Leandro Castillo Parada
Monterrey, N.L., Mexico
April 21, 2003
Exhibit 10.5
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference into (i) Post-Effective
Amendment No. 3 to the Registration Statement on Form F-3 (File No. 333-11382)
of CEMEX, S.A. de C.V., (ii) the Registration Statement on Form F-3 (File No.
333-86700) of CEMEX, S.A. de C.V., (iii) the Registration Statement on Form S-8
(File No. 333-13970) of CEMEX, S.A. de C.V. and (iv) the Registration Statement
on Form S-8 (File No. 333-83962) of CEMEX, S.A. de C.V., of our reports dated
January 11, 2001 relating to the financial statements of Compania Minera
Atoyac, S.A. de C.V., Cementos Anahuac, S.A. de C.V., Cementos del Norte, S.A.
de C.V., Proveedora Mexicana de Materiales, S.A. de C.V., Compania de
Transportes del Mar de Cortes, S.A. de C.V., Cementos Guadalajara, S.A. de
C.V., Cementos de Oriente, S.A. de C.V., Autotransportes de Huichapan, S.A. de
C.V., Cemex Concretos, S.A. de C.V. and Granos y Terrenos, S.A. de C.V., which
reports appear in this Amendment No. 1 to the Annual Report on Form 20-F/A of
CEMEX, S.A. de C.V.
/s/ PricewaterhouseCoopers
Hector Puente S.
Monterrey, N.L.
Mexico
April 21, 2003