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.
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).
