] ORDINARY SHARES AEI Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2009 • Aei • Natural gas transmisison & distribution • New York
Goldman, Sachs & Co. Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. J.P. Morgan Securities Inc. As Representatives of the Several Underwriters,
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 6, 2008 among AEI, as the Cayman Borrower, AEI FINANCE HOLDING LLC, as the U.S. Borrower, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Revolving LC Issuer, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as...Credit Agreement • June 17th, 2009 • Aei • Natural gas transmisison & distribution • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 6, 2008, is among AEI, an exempted company with limited liability incorporated in the Cayman Islands (formerly known as Ashmore Energy International, the “Cayman Borrower”), AEI FINANCE HOLDING LLC, a Delaware limited liability company (the “U.S. Borrower” and, together with the Cayman Borrower, each, a “Borrower” and, together, the “Borrowers”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”), Revolving LC Issuer and Synthetic LC Issuer, and JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2010 • Aei • Natural gas transmisison & distribution
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of January 1, 2010, is by and between AEI, a Cayman Islands company (the “Company”), and the officer or director of the Company whose name appears on the signature page of this Agreement (“Indemnitee”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 14th, 2009 • Aei • Natural gas transmisison & distribution
This Management Services Agreement (this “Agreement”) is made and entered into this 19th day of October, 2006, by and between Ashmore Energy International Limited, a Cayman Islands exempted company (“AEI”) and Ashmore Investment Management Limited, a company formed under the laws of England and Wales (“AIML” or the “Provider”). AEI and AIML are referred to herein individually as a “Party”, and collectively as the “Parties”.
STOCK PURCHASE AGREEMENT by and between Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Debt Fund and Black River Emerging Markets Credit Fund Ltd.Stock Purchase Agreement • February 11th, 2010 • Aei • Natural gas transmisison & distribution • England
STOCK PURCHASE AGREEMENT (this “Agreement”), effective as of 9 October 2009, by and between Black River Emerging Markets Credit Fund Ltd. (“Black River”), and Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Debt Fund (“Ashmore”). Capitalized terms used herein shall have the meanings set forth in Section 1.
STOCK PURCHASE AGREEMENT by and between and D. E. SHAW LAMINAR EMERGING MARKETS, L.L.C. and ASHMORE MANAGEMENT COMPANY LIMITEDStock Purchase Agreement • June 22nd, 2010 • Aei • Natural gas transmisison & distribution • England
STOCK PURCHASE AGREEMENT (this “Agreement”), 17 June, 2010 by and between D. E. Shaw Laminar Portfolios, L.L.C. (“Shaw LLC 1”) and D. E. Shaw Laminar Emerging Markets, L.L.C. (“Shaw LLC 2”)(Shaw LLC 1 and Shaw LLC 2 together, the “Shaw Sellers”) and Ashmore Management Company Limited (“Ashmore”). Capitalized terms used herein shall have the meanings set forth in Section 1.
OPTION AGREEMENTOption Agreement • September 23rd, 2009 • Aei • Natural gas transmisison & distribution • New York
THIS OPTION AGREEMENT (the “Agreement”), dated as of February 25, 2009, is made by AEI, a Cayman Islands exempted company (the “Company”), for the benefit of the holders from time to time (the “Noteholders”) of its outstanding 10% Subordinated PIK Notes due May 25, 2018 (the “Notes”).
EXCHANGE AGREEMENTExchange Agreement • October 5th, 2009 • Aei • Natural gas transmisison & distribution • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of September 22, 2009, by and between AEI, a Cayman Islands exempted company (“AEI”), and D.E. Shaw Laminar Portfolios, L.L.C., a Delaware limited liability company (“D.E. Shaw” and, together with AEI, the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT By and among ASHMORE ENERGY INTERNATIONAL AND THE INVESTORS IDENTIFIED HEREIN Dated as of December 29, 2006Registration Rights Agreement • March 27th, 2009 • Aei
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2006, and entered into by and among Ashmore Energy International, a Cayman Islands exempted company, and the shareholders of the Company (defined below) listed on Appendix A hereto (together with any other Person who agrees to be bound by the terms of this Agreement (other than the Company), the “Investors”).
BOARD OBSERVER AGREEMENTBoard Observer Agreement • October 7th, 2009 • Aei • Natural gas transmisison & distribution
THIS BOARD OBSERVER AGREEMENT (this “Agreement”), dated as of September 29, 2009, is made by and between AEI, a Cayman Islands company (the “Company”), and Ashmore Investment Management Limited as agent for and on behalf of the various funds and accounts to which it is appointed as investment manager or adviser (“Ashmore”).
21st December 2006Management Services Agreement • October 7th, 2009 • Aei • Natural gas transmisison & distribution
Ashmore Energy International Limited c/o International Management Services Limited Harbour Center, 4th Floor North Church Street P.O. Box 61 GT George Town, Grand Cayman Cayman Islands
JOINT FILING AGREEMENTJoint Filing Agreement • October 5th, 2009 • Aei • Natural gas transmisison & distribution
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to the 12,642,668 American Depositary Receipts, representing 63,213,340 Class “B” Shares, par value Ps.1, of Transportadora de Gas del Sur S.A., and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings.
NOTE PURCHASE AGREEMENT by and among ASHMORE ENERGY INTERNATIONAL the Issuer and THE PURCHASERS IDENTIFIED HEREIN Dated as of May 24, 2007 Up to US$300,000,000 10% Subordinated PIK Notes due May 25, 2018Note Purchase Agreement • August 17th, 2009 • Aei • Natural gas transmisison & distribution • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 24, 2007 by and among Ashmore Energy International, a Cayman Islands exempted company having its registered office at Clifton House, 75 Fort Street, P.O. Box 190, George Town, Grand Cayman, Cayman Islands (the “Issuer”) and each other Person executing and delivering a Purchaser’s signature page and to whom Notes are issued pursuant to this Agreement (each such Person, a “Purchaser”). Capitalized terms used herein shall have the meanings set forth in Article I.
STOCK PURCHASE AGREEMENT by and between GOLDMAN SACHS & CO and ASHMORE MANAGEMENT COMPANY LIMITED June 11, 2010Stock Purchase Agreement • June 22nd, 2010 • Aei • Natural gas transmisison & distribution • England
STOCK PURCHASE AGREEMENT (this “Agreement”), dated June 11, 2010, by and between Goldman Sachs & Co (“Goldman”) and Ashmore Management Company Limited (“Ashmore”). Capitalized terms used herein shall have the meanings set forth in Section 1.
AMENDMENT TO NOTE PURCHASE AGREEMENTOption Agreement • August 17th, 2009 • Aei • Natural gas transmisison & distribution • New York
This FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of March 11, 2009, is by and among AEI (“AEI”) and the holders (the “Noteholders”) from time to time of the Notes (defined below). Capitalized terms, unless otherwise defined, are used herein as defined in the Note Purchase Agreement (defined below).
AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTAnd Restated Shareholders Agreement • March 31st, 2010 • Aei • Natural gas transmisison & distribution • New York
This AMENDMENT TO THE SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Amendment”), dated as of October 29, 2009, by and among AEI, a Cayman Islands exempted company (the “Company”), and the shareholders of the Company listed on Appendix A hereto (together with any other person (other than the Company) who agrees to be bound by the terms of this Amendment and the Shareholders Agreement (as defined below) as permitted therein, the “Shareholders”). Capitalized terms, unless otherwise defined, are used herein as defined in the Shareholders Agreement.
AMENDMENT NO. 2 TO JOINT FILING AGREEMENTJoint Filing Agreement • November 4th, 2009 • Aei • Natural gas transmisison & distribution
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, AEI and each of the Ashmore Entities (as such term is defined in the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on October 5, 2009, as amended by Amendment No. 1 to the Statement on Schedule 13D filed with the Securities and Exchange Commission on October 13, 2009 (as amended, the “Statement”)) entered into a Joint Filing Agreement, dated October 2, 2009, as amended by Amendment No. 1 to Joint Filing Agreement, dated as of October 8, 2009 (as amended, the “Joint Filing Agreement”) in connection with the Statement relating to the 12,642,668 American Depositary Receipts, representing 63,213,340 Class “B” Shares, par value Ps.1, of Transportadora de Gas del Sur S.A. and this Joint Filing Agreement was included as Exhibits to the Statement.
RESTRICTED STOCK AGREEMENTAgreement • March 27th, 2009 • Aei • TexasTHIS AGREEMENT (the “Agreement”) is made as of , by and between Ashmore Energy International, a Cayman Islands corporation (formerly Prisma Energy International Inc. and referred to in this Agreement as the “Company”), and (the “Executive”).
AMENDMENT NO. 1 TO JOINT FILING AGREEMENTJoint Filing Agreement • October 13th, 2009 • Aei • Natural gas transmisison & distribution
This Amendment may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among AEI AND THE SHAREHOLDERS OF AEI IDENTIFIED HEREIN Dated as of May 9, 2008Shareholders Agreement • March 27th, 2009 • Aei • New York
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of May 9, 2008 (the “Effective Date”), by and among AEI, a Cayman Islands exempted company (the “Company”), and the shareholders of the Company listed on Appendix A hereto (together with any other Person who agrees to be bound by the terms of this Agreement (other than the Company) as permitted hereunder, the “Shareholders”).
FOR THE DISTRIBUTION OF ELECTRIC ENERGY, BETWEEN THE UNION AND ELEKTRO — ELETRICIDADE E SERVIÇOS S.A.Aei • March 27th, 2009
This Contract regulates the rendering of the public services of distribution and generation of electric energy which are the purpose of the concessions held by the CONCESSIONAIRE, listed in Annexes I, II and III, regrouped and individualized per municipalities, as applicable, in agreement with ANEEL Resolution No. 168 of May 29, 1998, published in the Official Daily of the Union of June 1, 1998, and granted by the Decree of August 20, 1998, published in the Official Daily of the Union of August 21, 1998.
EXCHANGE AGREEMENTExchange Agreement • November 4th, 2009 • Aei • Natural gas transmisison & distribution • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of October 30, 2009, by and between AEI, a Cayman Islands exempted company, having its registered office at Clifton House, 75, Fort Street, P.O. Box 1350 GT, Grand Cayman, Cayman Islands, British West Indies (“AEI”), and AEI (Luxembourg) S.àr.l, a Luxembourg private limited liability company, with its registered office located at 6, rue Adolphe Fischer, L-1520 Luxembourg, registered with the Luxembourg register of commerce and companies under number B 113.997 and having a share capital of EUR 12,500 (“AEI Lux” and, together with AEI, the “Parties”).
