EX-4.12






Exhibit 4.12




AMENDMENT TO NOTE PURCHASE AGREEMENT




     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).



BACKGROUND




     WHEREAS, on May 24, 2007 AEI and the Purchasers entered into a Note Purchase Agreement (the
“Note Purchase Agreement”) in respect of an issuance by AEI of its US$300,000,000 aggregate
principal amount 10% PIK Notes due May 2018 (the “Notes”); and



     WHEREAS, AEI and the Noteholders party hereto (which, in accordance with Section 10.8 of the
Note Purchase Agreement hold Notes representing not less than 80% of the then outstanding principal
amount of all Notes other than Notes owned by AEI or any other obligor on the Notes) desire to
amend the Note Purchase Agreement as set forth below.



     NOW, THEREFORE, the parties agree as follows:



     Note Purchase Agreement.



     1. Section 10.6 of the Note Purchase Agreement is hereby amended and restated in its entirety
as follows:



     “Section 10.6 Notices. All notices, requests, consents and other communications
required or authorized hereunder to any Party (each a “Notice”) shall be in writing and
sent by hand, courier or overnight delivery services, certified or registered mail, return receipt
requested, with appropriate postage prepaid, or facsimile or e-mail to the mailing address, e-mail
address or facsimile number, as applicable, set forth below or such other mailing address, e-mail
address or facsimile number as may hereafter be designated in writing by such Party to the other
Parties:



	 	 	 	 	 
	 

	 	(a) If to the Issuer, to:
	 	AEI
	 

	 	 	 	Clifton House
	 

	 	 	 	75 Fort Street
	 

	 	 	 	P.O. Box 190GT
	 

	 	 	 	George Town, Grand Cayman
	 

	 	 	 	Cayman Islands
	 

	 	 	 	Facsimile No.: 345-949-4901
	 

	 	 	 	Attention: Director
	 

	 	 	 	Email: aei.investor.relations@aeienergy.com
	 
	 	 	 	 
	 

	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	 
	 

	 	 	 	AEI Services LLC
	 

	 	 	 	700 Milam, Suite 700
	 

	 	 	 	Houston, TX 77002
	 

	 	 	 	Facsimile No.: 713-345-5352
	 

	 	 	 	Attention: General Counsel
	 

	 	 	 	Email: aei.investor.relations@aeienergy.com






 









 






	 	 	 	 	 
	 

	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	 
	 

	 	 	 	Clifford Chance US LLP
	 

	 	 	 	31 West 52nd Street
	 

	 	 	 	New York, New York 10019
	 

	 	 	 	Facsimile No.: 212-878-8375
	 

	 	 	 	Attention: G. David Brinton
	 

	 	 	 	Email: david.brinton@cliffordchance.com







     (b) If to any of the Noteholders, at the registered mailing address, e-mail address or
facsimile number of such Noteholder set forth on the books and records of the Company (or
its transfer agent) (or such other address of such Noteholder as such Noteholder may
subsequently notify in writing to the Issuer).”


Any notices, requests, consents and other communications given hereunder as provided above shall be
deemed delivered (i) if sent by hand, courier or overnight delivery services, when delivered, (ii)
if sent by certified or registered mail, return receipt requested, with appropriate postage
prepaid, three (3) days after being deposited in the U.S. mail or (iii) if sent by facsimile or
e-mail, when sent.




     Terms and Conditions of the Notes.



     2. The following definitions are hereby added to Section 1 (Definitions) of Schedule 2 to the
Note Purchase Agreement, Part B: Terms and Conditions of the Subordinate PIK Notes (the “Terms and
Conditions”):



     “Ashmore” means the Ashmore Funds and their Affiliates.



     “Ashmore Funds” means each of Ashmore Emerging Markets Debt and Currency Fund Limited,
SEB Institutionel Ashmore Emerging Market Bonds, Ashmore Global Opportunities Ltd., Ashmore Growing
Multi Strategy Fund Limited, Ashmore Emerging Markets Global Investment Portfolio Limited, Asset
Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio, Ashmore
Emerging Markets Debt Fund, Stichting Bedrijstakpensioenfonds voor de Metalektro and Ashmore SICAV
Emerging Markets Debt Fund.



     “Ashmore Notes” shall have the meaning set forth in Section 5(f)(iv).



     “Option Agreement” means the Option Agreement attached hereto as Exhibit A.



     “Options” shall have the meaning set forth in Section 5(f)(ii).



     “Other Noteholders” means, for purposes of Section 5(f)(iii)(z), the Noteholders other
than Ashmore.



     “Selling Ashmore Noteholder” shall have the meaning set forth in Section 5(f)(iv).



     “Tag-Along Notice” shall have the meaning set forth in Section 5(f)(iv)(A).



     “Tag-Along Notice of Election” shall have the meaning set forth in Section
5(f)(iv)(C).



     “Tag-Along Period” shall have the meaning set forth in Section 5(f)(iv)(B).



 









 





     “Tag-Along Right” shall have the meaning set forth in Section 5(f)(iv).



     “Transfer Certificate” means the Transfer Certificate attached hereto as Exhibit
B.”



     3. Section 5(f) of the Terms and Conditions is hereby amended and restated in its entirety as
follows:



     “(f) Purchase: Neither the Issuer nor any of its subsidiaries may at any time purchase Notes
in the open market or otherwise at any price, provided, however, that the Issuer
and its subsidiaries may:



          (i) redeem the Notes as provided herein;



          (ii) issue options entitling Noteholders to exchange their Notes for equity securities of the
Company (“Options”) and acquire Notes in exchange for equity securities of the Company upon
the exercise of such Options, in each case, on the terms and conditions set forth in the Option
Agreement;



          (iii) purchase Notes in the open market for cash, so long as (x) such Notes are purchased at a
price that is less than 100% of the then outstanding principal amount thereof plus the amount of
any accrued and unpaid interest thereon, (y) at the time of the purchase, and after giving effect
thereto, the Company has an amount of unrestricted cash and/or cash equivalents which when added to
any undrawn amounts available for borrowing under any of the Company’s revolving lines of credit
equals or exceeds US$100,000,000, and (z) the purchased Notes are immediately retired and cancelled
and may not be reissued by the Company; and



          (iv) if the Company agrees to purchase Notes (the “Ashmore Notes”) from Ashmore (a
“Selling Ashmore Noteholder”) the Company shall as a further condition (i.e., in addition
to the conditions set forth in clause (iii) above which must also be complied with in connection
with any such purchase) to the consummation of any such purchase, offer to each Other Noteholder a
tag-along right (“Tag-Along Right”) to sell a pro-rata portion of the Notes held by any
such Other Noteholder to the Company, at the same price and on the same terms and conditions as the
proposed purchase from the Selling Ashmore Noteholder.



               (A) With respect to any sale to which this Section 5(f)(iv) applies, the Company shall send a
written notice (the “Tag-Along Notice”) to each of the Other Noteholders (1) specifying the
aggregate principal amount of Notes offered for sale by the Selling Ashmore Noteholder, the amount
of interest accruing, but not including, the anticipated closing date of the sale (“Accrued
Interest”), the aggregate purchase price therefor, the anticipated closing date, the total
amount of funds determined to be available by the Company for the purchase of the Ashmore Notes and
any Notes to be sold by the Other Noteholders pursuant to their Tag-Along Right and a summary of
the other material terms and conditions of the offer, and (2) offering to purchase a pro-rata
portion of their Notes on the same terms and conditions (including price) as the proposed purchase
from the Selling Ashmore Noteholder.



               (B) The Other Noteholders shall have a period (such period, the “Tag-Along Period”) of
3 Business Days (or such longer period as may be required by law) after the delivery of the
Tag-Along Notice in which to determine to exercise their Tag-Along Rights.



               (C) The Tag-Along Right may be exercised in whole or in part at the option of each of the
Other Noteholders. Notice of an Other Noteholder’s intention to exercise its Tag-Along Right, in
whole or in part, shall be evidenced in writing (the “Tag-Along Notice of Election”) signed
by the Other Noteholder and delivered to the Company prior to the end of the Tag-Along Period,
setting forth the aggregate principal amount of Tag-Along Notes that the Other Noteholder elects to
sell pursuant



 









 




to its or his Tag-Along Rights. Once delivered to the Company, the Tag-Along Notice of Election
shall be irrevocable by the Other Noteholder.




               (D) If no Other Noteholder elects to participate by delivering a Tag-Along Notice of Election
prior to the end of the Tag-Along Period, the Selling Ashmore Noteholder may sell the Notes
proposed to be sold by it to the Company, on the terms and conditions set forth in the Tag-Along
Notice.



               (E) If one or more Other Noteholders elects to participate by delivering a Tag-Along Notice of
Election prior to the end of the Tag-Along Period, the Company will notify the Selling Ashmore
Noteholder and each Other Noteholder who has elected to participate in the sale of the following:
(i) the aggregate principal amount of Notes (plus Accrued Interest) owned by the Selling Ashmore
Noteholder and each exercising Other Noteholder that will be purchased by the Company, and in the
event the aggregate principal amount of Notes (plus Accrued Interest) offered by the Selling
Ashmore Noteholder and each exercising Other Noteholder exceeds the total amount of funds available
to the Company for such purchase, the pro-rata portion of Notes that the Company will purchase from
the Selling Ashmore Noteholder and each exercising Other Noteholder along with the calculation of
the Selling Ashmore Noteholder’s and each exercising Other Noteholder’s pro-rata portion calculated
in accordance with formula set forth in the ultimate sentence of this subsection (E) and (ii) the
closing date of the sale, which shall be no later than 5 Business Days after the date of the
notice. The aggregate principal amount of Notes (plus Accrued Interest) to be purchased by the
Company shall be determined by multiplying the aggregate principal amount of Notes (plus Accrued
Interest) proposed to be sold by the Selling Ashmore Noteholder or each Other Noteholders who
delivered a Tag Along Notice of Election, as applicable, by a fraction, the numerator of which is
equal to the aggregate principal amount of Notes (plus Accrued Interest) the Company is willing to
purchase and the denominator of which is equal to the aggregate principal amount of Notes (plus
Accrued Interest) proposed to be sold by the Selling Ashmore Noteholder and by the Other
Noteholders who delivered Tag Along Notices of Election.



               (F) All purchases of Notes by the Company pursuant to this Section 5(f)(iv) shall be
consummated contemporaneously at the offices of the Company. The delivery of the Note Certificates
evidencing such Notes, along with duly executed Transfer Certificates, shall be made on such date
against payment of the purchase price for such Notes. If a Noteholder chooses to exercise the
Tag-Along Right with respect to less than all of the Notes represented by a Note Certificate, a new
Note Certificate for the balance of the unsold Notes will be issued and registered in the name of
such Noteholder.”



     4. Section 11(d) of the Terms and Conditions is amended and restated in its entirety as
follows:



     “(d) Except as otherwise permitted under the Senior Credit Agreement, the Issuer may not pay
the principal of or interest on or other amounts with respect to any Subordinated Debt or
repurchase, redeem or otherwise acquire or retire any Subordinated Debt if any Senior Debt is
outstanding; provided, however, that notwithstanding the foregoing, the Issuer may make regularly
scheduled payments of interest on the Notes as provided in Section 4 and Section 6 hereof; and
provided further that, the Issuer may pay the principal of the Notes upon the stated maturity
thereof and may, if all Senior Debt under the Senior Credit Agreement has been indefeasibly paid in
full in cash (or, at the sole discretion of each holder of Senior Obligations, in other
consideration), including any payment effected by means of any renewal, refinancing or replacement
of the Senior Debt under the Senior Credit Agreement, redeem the Notes prior to the stated maturity
thereof in accordance with Section 5 hereof, provided in all cases such payment of principal is not
otherwise prohibited pursuant to this Section 11.”



     5. The following Exhibits are hereby added to the Terms and Conditions:



 









 





          Exhibit A—Option Agreement, in the form attached to this Amendment as Exhibit A; and



          Exhibit B—Transfer Certificate, in the form attached to this Amendment as Exhibit B.



     Limitation of Liability



     6. The Company and each Noteholder hereby acknowledges that (i) Northern Trust (Guernsey)
Limited is executing this Amendment in its capacity as custodian to each of Ashmore Emerging
Markets Debt and Currency Fund Limited, SEB Institutionel Ashmore Emerging Market Bonds, Ashmore
Global Opportunities Ltd., Ashmore Growing Multi Strategy Fund Limited, Ashmore Emerging Markets
Global Investment Portfolio and Asset Holder PCC Limited in respect of Ashmore Emerging Markets
Liquid Investment Portfolio; (ii) Northern Trust Company, London Branch is executing this Amendment
in its capacity as custodian to Ashmore Emerging Markets Debt Fund and Stichting
Bedrijstakpensioenfonds voor de Metalektro; and (iii) Northern Trust Global Services Limited,
Luxembourg Branch is executing this Amendment in its capacity as custodian to Ashmore SICAV
Emerging Markets Debt Fund. Each of the Company and each Noteholder further agree that any
representations, warranties and covenants contemplated by this Amendment are made by each
Noteholder severally and that all liabilities contemplated by this Amendment are limited to the
extent that each Noteholder’s assets can meet such liabilities and indemnities.



     Consents and Transfers



     7. A consent to this Amendment, once given, is irrevocable and may not be withdrawn.
Accordingly, if a Noteholder who executes this Amendment subsequently transfers its Notes in
accordance with the provisions of Section 9 of the Note Purchase Agreement and Section 3 of the
Note Conditions prior to the Effective Date, such transferee Noteholder shall be unable to revoke
the transferor Noteholder’s consent to the Amendment and upon the Effective Date such transferee
Noteholder shall be bound by the terms and conditions of the Note Purchase Agreement, as expressly
amended hereby.



     Effective Date



     8. This Amendment shall be effective when executed by or on behalf of AEI and Noteholders
holding Notes representing not less than 80% of the then outstanding principal amount of all Notes
other than Notes owned by AEI or any other obligor on the Notes (the “Effective Date”).
Except as expressly amended hereby, all of the terms and conditions of the Note Purchase Agreement
and the Notes shall remain in full force and effect.



     9. Subject to the provisions of Section 7, on the Effective Date all of the outstanding Notes
shall automatically be amended to reflect the amendments contemplated herein (the
“Amendments”) without any further action by AEI. New Notes reflecting the Amendments will
not be delivered to the Noteholders following the Effective Date, provided,
however, that any Noteholder may request a new Note reflecting the Amendments by delivering
their old Note to AEI.



 









 





     IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound, has caused this
Amendment to be duly executed and delivered on the date first set forth above.



	 	 	 	 	 	 	 
	 

	 	AEI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John G. Fulton
	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Northern Trust (Guernsey) Limited, as custodian for and behalf of	 	 
	 
	 	 	 	 	 	 
	 	 	ASHMORE EMERGING MARKETS DEBT AND CURRENCY FUND LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 






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	 	 	Northern Trust Company, London Branch, as custodian for and behalf of	 	 
	 
	 	 	 	 	 	 
	 	 	ASHMORE EMERGING MARKETS DEBT FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 





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	 	 	Northern Trust Global Services Limited, Luxembourg Branch, as custodian for and behalf of	 	 
	 
	 	 	 	 	 	 
	 	 	ASHMORE SICAV EMERGING MARKETS DEBT FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 





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	 	 	Northern Trust (Guernsey) Limited, as custodian for and behalf of	 	 
	 
	 	 	 	 	 	 
	 	 	ASSET HOLDER PCC LIMITED IN RESPECT OF ASHMORE EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 





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	 	 	Northern Trust (Guernsey) Limited, as sub-custodian for and behalf of	 	 
	 
	 	 	 	 	 	 
	 	 	SEB INSTITUTIONEL ASHMORE EMERGING MARKET BONDS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 






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	 	 	Northern Trust (Guernsey) Limited, as custodian for and behalf of	 	 
	 
	 	 	 	 	 	 
	 	 	ASHMORE GLOBAL OPPORTUNITIES LTD	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 






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	 	 	Northern Trust (Guernsey) Limited, as custodian for and behalf of	 	 
	 
	 	 	 	 	 	 
	 	 	ASHMORE GROWING MULTI STRATEGY FUND LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 





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	 	 	Northern Trust (Guernsey) Limited, as custodian for and behalf of	 	 
	 
	 	 	 	 	 	 
	 	 	ASHMORE EMERGING MARKETS GLOBAL INVESTMENT PORTFOLIO LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 





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	 	 	Northern Trust Company, London Branch, as custodian for and behalf of	 	 
	 
	 	 	 	 	 	 
	 	 	STICHTING BEDRIJSTAKPENSIOENFONDS VOOR DE METALEKTRO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 





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	 	 	CVI GVF (LUX) MASTER S.A.R.L.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 






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	 	 	GOLDENTREE EUROPEAN FINANCING B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 





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	 	 	TRG GLOBAL OPPORTUNITY MASTER FUND, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 






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	 	 	TRG SPECIAL OPPORTUNITY MASTER FUND, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 






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	 	 	UBS AG, STAMFORD BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 





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	 	 	DEUTSCHE BANK AG LONDON BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 






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	 	 	COPERNICO LATIN AMERICA STRATEGIC FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title:	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 

	 	 





22









 






Exhibit A




Option Agreement




23









 





OPTION AGREEMENT




          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”).



WITNESSETH




          WHEREAS, the Company has agreed to offer the Noteholders an option to exchange their Notes for
ordinary shares, par value $0.002, of the Company (the “Shares”) upon the terms and subject
to the conditions set forth in this Agreement.



          NOW THEREFORE, in consideration of the mutual terms, conditions, representations, warranties
and agreements herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


Section 1. Definitions.




     A. Capitalized terms used but not defined herein, shall have the meanings provided in the Note
Purchase Agreement (defined below).



     B. Unless the context otherwise requires, the terms defined in this Section 1, whenever used
in this Agreement shall have the respective meanings hereinafter specified and words in the
singular or in the plural shall each include the singular and the plural and the use of any gender
shall include all genders.


“Amendment to Note Purchase Agreement” means the Amendment to the Note Purchase Agreement
to be entered into between the Company and Noteholders holding at least 80% of the then outstanding
principal amount of all Notes (other than Notes owned by the Company or any other obligor of the
Notes) consenting to (i) an amendment to (a) allow the Company to issue Options entitling
Noteholders to exchange their Notes for Shares and acquire Notes in exchange for Shares upon the
exercise of such Options, in each case, on the terms and conditions set forth in this Agreement and
(b) eliminate the prohibition on Note repurchases by the Company subject to certain conditions;
(ii) a clarifying amendment to make clear that repurchases of Subordinated Debt permitted under the
Senior Credit Agreement are not prohibited under the terms of the Notes; and (iii) amendments to
the notice provision to (y) update AEI Services LLC’s mailing address and (z) provide for the
delivery of notices via e-mail.
“Consents” means (i) the Amendment to Note Purchase Agreement and (ii) the
Shareholders Consent.




     “Note Purchase Agreement” means the Note Purchase Agreement, dated as of May 24, 2007,
among the Company and the purchasers identified therein, as amended by the Amendment to Note
Purchase Agreement and as may be hereafter further amended, supplemented or modified from time to
time.



     “Option Commencement Date” shall mean the date on which the Company delivers notice to
the Noteholders that all requisite Consents have been obtained.



     “Option Expiration Date” shall mean the date that is 12 months after the Option
Commencement Date.



24









 





     “Shareholders Agreement” means the Second Amended and Restated Shareholders Agreement,
dated as of May 9, 2008, among the Company and the shareholders identified therein (as the same may
be amended, modified or supplemented from time to time).



     “Shareholders Consent” means the consent of the Company’s shareholders party to the
Shareholders Agreement waiving the preemptive rights, related party and certain other provisions of
the Shareholders Agreement necessary to permit the exchange of Notes for Shares contemplated by
this Agreement.


Section 2. Issuance of Options; Transfers.




          A. On the terms and subject to the conditions hereof, effective upon receipt of the requisite
Consents, the Company hereby issues and grants to each Noteholder an irrevocable right and option
(the “Option”) to exchange any or all of the Notes held by such Noteholder for Shares of
the Company. The Options granted hereby will be evidenced by the Note Certificates representing
the Notes and no separate certificates in respect of the Options will be issued.



          B. The Options will be transferable only in connection with the transfer of the underlying
Notes and will be subject to same transfer restrictions as the Notes. The surrender for transfer
of any Note Certificate will also constitute the transfer of the Options associated with the Notes
evidenced by such certificates.



          C. No separate listing for the Options will be obtained.


Section 3. Exercise Date; Exercise of Options.




          A. Option Period; Exchange Ratio. The Options will be exercisable on and after the
Option Commencement Date and prior to 5:00 p.m., New York City time, on the Option Expiration Date
(the “Option Period”). A Noteholder that exercises its Option, in whole or in part, on the
Option Commencement Date will receive sixty-three (63) Shares (the Shares issuable upon exercise of
the Options being collectively referred to herein as the “Option Shares”) for each $1,000
principal amount of Notes exchanged. Thereafter, the exchange ratio shall be reduced in accordance
with the schedule attached hereto as Schedule A (which may be modified to reflect a
different Option Commencement Date in the event that the deadline for the Consent solicitation by
AEI is extended or shortened by AEI at its option). Any accrued but unpaid interest on Notes
surrendered for exchange shall likewise be exchanged for Shares at the same exchange rate as that
applicable with respect to the principal amount of such Notes. No Option shall be exercisable prior
to the Option Commencement Date or after 5:00 p.m., New York City time, on the Option Expiration
Date and Options shall only be exercisable to the extent and in the manner herein provided.



          B. Exercise. Subject to the terms and conditions set forth in this Section 3, Options
may be exercised at any time or from time to time on and after the Option Commencement Date until
5:00 p.m., New York City time, on the Option Expiration Date.



     A Noteholder may exercise the Option granted hereby with respect to any or all of the Notes
registered in the name of such Noteholder on the books and records of the Company (or its transfer
agent) by delivering to the Company at its office referred to in Section 10 the following: (i) a
written notice of exercise, completed and submitted in accordance with the terms of such notice, in
the form attached hereto as Exhibit A (the “Notice of Exercise”), (ii) the Note
Certificate representing the Notes with respect to which the Option is being exercised, accompanied
by a duly executed transfer certificate, (iii)



25









 







an executed copy of the Shareholder Joinder Agreement (as defined in Section 8), if applicable
and (iv) an executed Internal Revenue Service Form W-8 or W-9, as applicable. In addition, as
provided in Section 8, any Noteholder not party to the Registration Rights Agreement that desires
to become a party to such agreement, will also need to deliver an executed copy of the Registration
Rights Joinder Agreement. If a Noteholder chooses to exercise the Option with respect to less than
all of the Notes registered in the name of such Noteholder (a “partial exercise”), such
partial exercise must be in a minimum principal amount $1,000 or an integral multiple thereof. A
partial exercise does not preclude a subsequent exercise provided all the terms and conditions to
such exercise are met.



     All rights of a Noteholder with respect to any Option that has not been exercised, prior to
5:00 p.m., New York City time, on the Option Expiration Date shall immediately cease and all such
unexercised Options shall be automatically cancelled and void.



          C. Payment of Taxes. The Company shall pay any and all Cayman Islands issue,
documentary or stamp taxes that may be payable in respect of any issuance or delivery of Option
Shares in exchange for the Notes. All other taxes that may be payable in respect of any issuance
of Option Shares shall be the responsibility of the applicable Noteholder.



          D. Delivery of Option Shares. Upon receipt of the items referred to in Section 3B,
the Company shall, as promptly as practicable, and in any event within three (3) Business Days
thereafter, issue to Noteholder or Noteholder’s designee the number of Option Shares to be issued
on exercise of the Option(s) and enter the name of Noteholder or Noteholder’s designee in the
register of members of the Company as the registered holder of such Option Shares. An Option shall
be deemed to have been exercised and such Option Shares shall be deemed to have been issued, and
such holder or any other Person so designated to be named therein shall be deemed to have become a
holder of record of such shares for all purposes, as of the date that such Notice of Exercise,
together with the other items required to be delivered pursuant to Section 3B, are received by the
Company. Any Notes surrendered upon exercise of Options shall be immediately retired and cancelled
by the Company and may not be re-issued.



          E. Legend on Option Shares. If certificates representing Option Shares are issued,
each certificate representing shares of Option Shares shall bear a legend substantially to the
following effect:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR
RESALE, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
APPLICABLE STATE SECURITIES LAWS, OR AVAILABILITY OF AN EXEMPTION
FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS.




IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF MAY



26









 







9, 2008, AS THE
SAME MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG AEI AND THE
PARTIES THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE
COMPANY.”


The requirement that the above legend regarding the Securities Act be placed upon certificates
evidencing any Option Shares shall cease and terminate upon the occurrence of certain events set
forth in the Shareholders Agreement. Upon the occurrence of any such event requiring the removal of
a legend hereunder, the Company, upon the surrender of certificates containing such legend, shall,
at its own expense, deliver to the holder of any such Option Shares as to which the requirement for
such legend shall have terminated, one or more new certificates evidencing such Option Shares not
bearing such legend.



Section 4. Adjustment of Number of Option Shares Issuable Upon Exercise of an Option.




          A. Adjustment for Stock Splits, Stock Dividends, Recapitalizations. The number of
Option Shares issuable upon exercise of each Option shall be proportionately adjusted to reflect
any stock dividend, stock split, reverse stock split, recapitalization or the like affecting the
number of outstanding Shares that occurs after the date hereof.



          B. Adjustments for Reorganization, Consolidation, Merger. If after the date hereof,
the Company (or any other entity, the stock or other securities of which are at the time receivable
on the exercise of the Options), consolidates with or merges into another entity or conveys all or
substantially all of its assets to another entity, then, in each such case, the Noteholder, upon
any permitted exercise of an Option, at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other
securities and property receivable upon the exercise of the Option prior to such consummation, the
stock or other securities or property to which such Noteholder would have been entitled upon the
consummation of such reorganization, consolidation, merger or conveyance if such Noteholder had
exercised the Option immediately prior thereto, all subject to further adjustment as provided in
this Section 4. Prior to giving effect to any reorganization, consolidation, merger or conveyance,
the successor or purchasing entity in any such reorganization, consolidation, merger or conveyance
(if other than the Company) shall duly execute and deliver to the Noteholder a written
acknowledgment of such entity’s obligations under the Options and this Agreement.



          C. Notice of Certain Events. Upon the occurrence of any event resulting in an
adjustment in the number of Option Shares (or other stock or securities or property) receivable
upon the exercise of the Options, the Company shall promptly thereafter (i) compute such
adjustment, (ii) prepare a certificate setting forth such adjustment and showing in detail the
facts upon which such adjustment is based, and (iii) mail copies of such certificate to each
Noteholder.


Section 5. Reservation of Option Shares.




     The Company shall at all times reserve and keep available, free from preemptive rights, out of
the aggregate of its authorized but unissued Shares, the aggregate number of the Option Shares
deliverable upon the exercise of all outstanding Options, for the purpose of enabling it to satisfy
any obligation to issue the Option Shares upon the exercise of the Options as provided herein.


Section 6. No Impairment.




     The Company shall not, by amendment of its memorandum and articles of association, or through
reorganization, consolidation, merger, dissolution, issuance or sale of securities, sale of assets
or any



27









 







other voluntary action, willfully avoid or seek to avoid, directly or indirectly, the
observance or performance of any of the terms of the Options or this Agreement, and shall at all
times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate in order to protect the rights of the Noteholders under
the Options and this Agreement against wrongful impairment. Without limiting the generality of the
foregoing, the Company: (i) shall not set or increase the par value of any Option Shares above the
amount payable therefor upon exercise, and (ii) shall take all actions that are necessary or
appropriate in order that the Company may validly and legally issue fully paid and nonassessable
Option Shares upon the exercise of the Options.


Section 7. Representations and Warranties by the Company.




     The Company represents and warrants to the each Noteholder as follows:



          (i) The Company has the corporate power and authority to execute, deliver and perform this
Agreement, issue the Options and issue the Option Shares upon exercise of the Options. The
execution, delivery and performance of this Agreement by the Company and the issuance by the
Company of the Options and the Option Shares upon exercise of the Options have been duly and
validly authorized by all necessary corporate action on the part of the Company. This Agreement
has been duly executed and delivered by the Company and upon obtaining the Consents will constitute
a legally valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and
other similar Laws relating to creditors’ rights generally and by general equitable principles.



          (ii) Subject to obtaining the Consents, the execution, delivery and performance by the Company
of this Agreement and the issuance of the Options and the Option Shares upon exercise of the
Options do not and will not (i) conflict with, or constitute a breach or default under, its
Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the
termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which
the Company is a party or by which its assets may be bound or affected (whether upon lapse of time
and/or the occurrence of any act or event or otherwise) or (iii) assuming the representations and
warranties of each of the Noteholder set forth in their respective Notice of Exercise are accurate,
violate any Law or Order applicable to the Company or by which its assets may be bound, other than,
in the case of clauses (ii) and (iii) above as would not reasonably be expected to have,
individually or in the aggregate, a material adverse effect on the ability of the Company to
perform its obligations under this Agreement or any Options issued pursuant hereto.



          (iii) Assuming the representations and warranties of each of the Noteholders set forth in
their respective Notice of Exercise are accurate, no Approval is necessary to be obtained or made
by the Company in connection with the execution, delivery and performance of this Agreement or the
issuance of the Options or the Option Shares upon exercise of the Option.



          (iv) The Option Shares have been duly authorized and upon issuance will be validly issued,
fully paid and nonassessable and free of preemptive or other similar rights, other than the rights
set forth in the Shareholders Agreement.



28









 





          B. Survival. The representations and warranties of the Company shall survive the date
hereof.


Section 8. Registration Rights Agreement; Shareholder Agreement.




          A. As provided in Section 3B, upon the exercise of any Option, Noteholders that are not
already existing shareholders of the Company are required to execute and deliver to the Company a
joinder agreement evidencing such Noteholder’s accession to the Shareholders Agreement (the
“Shareholder Joinder Agreement”). Upon becoming a party to the Shareholders Agreement, a
Noteholder shall be entitled to all of the rights and benefits thereof and shall be subject to all
of the obligations of a shareholder thereunder.



          B. Upon the exercise of any Option, Noteholders will be entitled (but shall not be obligated)
to become a party to the Amended and Restated Registration Rights Agreement, dated as of December
29, 2006, among the Company and the shareholders identified therein (as the same may be amended,
modified or supplemented from time to time) (the “Registration Rights Agreement”). If a
Noteholder is not already, but wishes to become, a party to the Registration Rights Agreement, such
Noteholder will be required to execute and deliver to the Company a joinder agreement evidencing
such Noteholder’s accession to the Registration Rights Agreement (the “Registration Rights
Joinder Agreement”, and together with the Shareholder Joinder Agreement, the “Joinder
Agreements”).



          C. Upon the request of a Noteholder, the Company will provide to the Noteholder copies of the
most recently executed versions of the Registration Rights Agreement and Shareholders Agreement,
together with all amendments or other modifications thereto. Prior to becoming a party to the
Registration Rights Agreement and the Shareholder Agreement, a Noteholder shall have no rights
thereunder, including no rights to consent to any amendments that may be made after the date hereof
but prior to the date of such Noteholder becoming a party thereto.



          D. The Option Shares to be issued to an exercising Noteholder are being issued pursuant to an
exemption from registration under the Securities Act and applicable state securities laws and may
only be transferred, sold or otherwise disposed of if registered, or an exemption from registration
is available under the Securities Act and applicable state securities laws. Pursuant to the Notice
of Exercise, an exercising Noteholder will be required to make certain representations in relation
to the exemption from registration being relied on by the Company in connection with the issuance
of the Option Shares. In addition, the Option Shares are subject to the restrictions on transfer
set forth in the Shareholders Agreement.


Section 9. No Rights or Liabilities as Shareholder.




     No holder, as such, of any Option shall be entitled to vote, receive dividends or be deemed
the holder of any Option Shares which may at any time be issuable on the exercise of an Option for
any purpose whatever, nor shall anything contained herein be construed to confer upon the holder of
any Option, as such, any of the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any meeting thereof, or to
give or withhold consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value or change of stock to no par value,
consolidation, merger, conveyance or otherwise), or to receive notice of meetings or other actions
affecting shareholders or to receive dividend or subscription rights, or otherwise, until such
Option shall have been exercised in accordance with the provisions hereof. Without limiting or
otherwise modifying Section 6 hereof, no provision hereof, in the absence of affirmative action by
a Noteholder to exchange its Notes for Option Shares shall give rise to



29









 







any liability of such holder as a shareholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.


Section 10. Notices.




     All notices, requests, consents and other communications required or authorized hereunder to
any Party (each a “Notice”) shall be in writing and sent by hand, courier or overnight
delivery services, certified or registered mail, return receipt requested, with appropriate postage
prepaid, or facsimile or e-mail to the mailing address, e-mail address or facsimile number, as
applicable, set forth below or such other mailing address, e-mail address or facsimile number as
may hereafter be designated in writing by such Party to the other Parties; provided,
however, that a Notice of Exercise shall only be effective upon receipt by the Company of
the Notice of Exercise, along with all of the other required documents set forth in Section 3(C):




if to the Company:


AEI

Clifton House

75 Fort Street

P.O. Box 190GT

George Town, Grand Cayman

Cayman Islands

Facsimile No.: 345-949-4901

Attention: Director

Email: aei.investor.relations@aeienergy.com


with a copy (which shall not constitute notice) to:


AEI Services LLC

700 Milam, Suite 700

Houston, TX 77002

Facsimile No.: 713-345-5352

Attention: General Counsel

Email: aei.investor.relations@aeienergy.com


with a copy (which shall not constitute notice) to:


Clifford Chance US LLP

31 W. 52nd Street

New York, NY 10019

Facsimile: 212-878-8375

Attention: G. David Brinton

Email: david.brinton@cliffordchance.com


if to a Noteholder:




     at the registered mailing address, e-mail address or facsimile number
of such Noteholder set forth on the books and records of the Company (or its
transfer agent).



     Any notices, requests, consents and other communications given hereunder as provided above
shall be deemed delivered (i) if sent by hand, courier or overnight delivery services, when
delivered, (ii) if



30









 







sent by certified or registered mail, return receipt requested, with appropriate postage
prepaid, three (3) days after being deposited in the U.S. mail or (iii) if sent by facsimile or
e-mail, when sent; provided, however, that a Notice of Exercise shall only be
effective upon receipt by the Company of the Notice of Exercise, along with all of the other
required documents set forth in Section 3(C).


Section 11. Supplements, Amendments and Waivers.




     This provisions of the Note Purchase Agreement governing amendments, supplements or waivers of
the provisions thereof shall apply mutatis mutandis to amendments supplements or waivers of any of
the terms and provisions of this Agreement; provided, that no supplement or amendment may
be made to Section 3, Section 4, Section 6, Section 14, or this Section 11 without a written
instrument signed by the Company and each Noteholder.


Section 12. Successors and Assigns.




     Except as otherwise provided herein, the provisions of this Agreement shall be binding upon
and inure to the benefit of and be enforceable by the successors and permitted assigns of the
Company and Noteholders. Options issued under this Agreement may only be transferred together with
the underlying Notes as provided in Section 2 of this Agreement.


Section 13. Confidentiality.




          A. Each Noteholder (the “Recipient”), shall, and shall direct any Affiliate (which is
provided Confidential Information as permitted by Section 13(C)) and the directors, officers,
employees, agents, representatives, attorneys, accountants and advisors (collectively
“Agents”) of the Recipient or any such Affiliate to, treat confidentially all information
disclosed (whether on or after the date of this Agreement and whether in writing, verbally or by
any other means and whether directly or indirectly) by the Company or on the Company’s behalf to
Recipient or its Agents in connection with the current and future business and operations of the
Company and its direct and indirect subsidiaries, including, without limitation, any information
relating to the Company’s and its subsidiaries’ operations, plans or intentions, know how, market
opportunities and business affairs, as well as any written memoranda, notes, analyses, reports,
compilations, or studies prepared by or on behalf of Recipient that contain or are derived from,
such information or the recipient’s review thereof (collectively “Confidential
Information”).



          B. As used in this Agreement, the term “Confidential Information” excludes any information
that (i) is or becomes generally available to the public on a non-confidential basis other than as
a result of actions by the Recipient or its Agents in violation of this Section 13, (ii) is or
becomes available to the Recipient or its Agents on a non-confidential basis from a source other
than the Company or its Agents that is not prohibited from disclosing such information to the
Recipient or its Agents by a legal, contractual, fiduciary or other obligation to the Company or
another party or (iii) was independently developed by the Recipient without reference to the
Confidential Information.



          C. The Recipient shall not use the Confidential Information for any purpose other than to
decide whether to exercise the Option granted hereby. The Confidential Information shall be kept
confidential and shall not be disclosed by the Recipient and its Agents; provided, however, that
the Recipient may disclose any Confidential Information (i) to its Agents who need to know such
Confidential Information, provided that each Agent shall be informed of, and instructed to abide by
the confidentiality provisions of this Section 13, (ii) to the extent such information is already
in possession of the public or becomes available to the public, other than through any fault, act
or omission in breach of this confidentiality obligation of the Recipient, (iii) to the extent such
information is required to be



31









 




disclosed by law or order of a court or governmental agencies with proper jurisdiction, (iv)
to the extent such information is required to be disclosed by applicable laws, statutes, judicial
processes, rules or regulations, including without limitation, the rules, regulations or guidelines
of securities exchanges or similar self-regulatory organizations to which a disclosing party is or
may become subject or (v) to any transferee or potential transferee of the Option, provided that
such transferee or potential transferee shall be informed of, and agrees to abide by the
confidentiality provisions of this Section 13.




          D. If the Recipient is requested or required by any governmental or regulatory authority to
disclose any Confidential Information (except in the course of routine examinations of the
Recipient or its Affiliates), it will provide the Company with prompt written notice of any such
request or requirement, unless notice is prohibited by law or by the rules governing the process
requiring such disclosure, in order to afford the Company time to seek an appropriate protective
order or other reliable remedy. Such Recipient will, and will advise its Representatives to,
reasonably cooperate with the Company in obtaining such protective order or other remedy but shall
not be required to take at its own expense any legal action or initiate any legal proceeding in
connection therewith. If no such protective order or other remedy is obtained, such Recipient will
disclose only that portion of the Confidential Information that in the reasonable opinion of its
counsel is legally required to be disclosed and will exercise all reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the Confidential Information.


Section 14. Termination.




     This Agreement (other than Sections 3C and Sections 10 through 18, inclusive, and all related
definitions, all of which shall survive such termination) shall terminate at 5:00 p.m., New York
City time, on the Option Expiration Date; provided that if the requisite Consents are not obtained
this Agreement shall automatically terminate and be void ab initio.


Section 15. Governing Law; Jurisdiction.




          A. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES
HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF ANY COURT OF THE STATE OF NEW
YORK LOCATED IN NEW YORK COUNTY, NEW YORK AND ANY FEDERAL COURT LOCATED IN NEW YORK COUNTY, NEW
YORK WITH RESPECT TO ANY PROCEEDING RELATING TO THIS AGREEMENT. FURTHER, EACH OF THE PARTIES
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION OR DEFENSE THAT IT MAY HAVE BASED ON
IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY SUCH PROCEEDING IN ANY SUCH COURTS.
THE PARTIES AGREE THAT ANY OR ALL OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS
WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED AGREEMENT AMONG THE PARTIES IRREVOCABLY TO
WAIVE ANY OBJECTIONS TO VENUE OR TO CONVENIENCE OF FORUM. EACH OF THE PARTIES (ON BEHALF OF ITSELF
AND ITS AFFILIATES) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING WILL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY APPLICABLE LAW.



          B. To the extent that any Party has or hereafter may acquire any immunity from jurisdiction of
any court or from any legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its
property,



32









 




each Party hereby irrevocably waives such immunity in respect of its obligations with respect
to this Agreement.




          C. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT. EACH PARTY CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS PARAGRAPH 15.


Section 16. Third Party Beneficiaries.




     This Agreement shall not benefit or create any right or cause of action in or on behalf of any
Person other than the Company, the Noteholders and their respective successors and permitted
assigns.


Section 17. Headings.




     The headings in this Agreement are for convenience only and shall not affect the construction
or interpretation of this Agreement.


Section 18. Entire Agreement.




     This Agreement, together with the Exhibits, constitutes the entire agreement and understanding
between the Company and the Noteholders with respect to the subject matter hereof and shall
supersede any prior agreements and understandings between the Company and Noteholder with respect
to such subject matter.



[SIGNATURE ON THE FOLLOWING PAGE]




33









 





     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed as of the
day and year first above written.



	 	 	 	 	 	 	 
	 

	 	AEI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John G. Fulton
	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 






 









 





SCHEDULE A




TABLE OF EXCHANGE RATIOS




 









 





EXHIBIT A




NOTICE OF EXERCISE




                              , 20___




AEI

c/o AEI Services LLC

AEI Services LLC

700 Milam, Suite 700

Houston, TX 77002




          Attention: Investor Relations




          This notice of exercise (the “Notice of Exercise”) is provided pursuant to the Option
Agreement, dated as of February 25, 2009 (the “Agreement”), by AEI, a Cayman Islands
exempted company (the “Company”), for the benefit of the holders from time to time of the
options issued pursuant thereto. Certain capitalized terms used herein shall have the meanings
ascribed to them in the Agreement.




          The undersigned hereby irrevocably elects to exercise the Option to exchange
$___principal amount of the Notes for Option Shares as provided in the
Agreement. In connection therewith, enclosed with this Notice of Exercise is the following:





	 	1.	 	Note Certificate No.___representing Notes in the aggregate principal amount of
$___;
	 
	 	2.	 	a duly executed transfer certificate with respect to the Notes being exchanged;
	 
	 	3.	 	either (check one):






     ___a duly executed Joinder Agreement to the Shareholders Agreement




     ___no Joinder Agreement is required because the undersigned is already a party to
the Shareholders Agreement;




	 	4.	 	either (check one):






     ___a duly executed Joinder Agreement to the Registration Rights Agreement




     ___no Joinder Agreement is enclosed because the undersigned is already, or does
not wish to become, a party to the Registration Rights Agreement; and




	 	5.	 	an Internal Revenue Service Form W-8 or W-9 (as applicable), properly completed and
executed in order to show the beneficial owner of the enclosed Note is not subject to U.S.
backup withholding tax.




 









 











     The undersigned hereby requests that the Option Shares to be issued in exchange for the Notes
be registered as set forth below in the Company’s register of members:



	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






     If the undersigned has chosen to exercise the Option with respect to less than all of the
Notes represented by the Notes Certificate(s) being delivered herewith, a new Note Certificate for
the balance of the unexchanged Notes should be issued and registered in the name of the undersigned
and delivered in accordance with the following instructions:



	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 





The undersigned hereby represents and warrants that the undersigned has full power and authority to
tender, exchange, assign and transfer the Notes tendered for exchange hereby and that when such
Notes are accepted for exchange by the Company, the Company will acquire good, marketable and
unencumbered title to the Notes, free and clear of all security interests, liens, restrictions,
claims, charges, encumbrances, conditional sales agreements or other obligations relating to the
sale, exchange or transfer thereof, and not subject to any adverse claim or right. In addition,
the undersigned hereby waives any and all rights with respect to the Notes (including, without
limitation, any existing or past defaults and their consequence in respect of the Notes and the
Note Purchase Agreement other than the right to receive the Option Shares issuable in exchange
therefor as provided in the Agreement) and releases and discharges the Company from any and all
claims the undersigned may have now, or may have in the future, arising out of, or related to, the
Notes or the Note Purchase Agreement, including without limitation any claims that the undersigned
is entitled to receive additional principal or interest payments with respect to the Notes or to
participate in any redemption or defeasance of the Notes. The undersigned hereby further represents
and warrants that (i) the Option Shares to be received by the undersigned will be acquired for
investment for the undersigned’s own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof in violation of applicable securities laws, and that the
undersigned has no present intention of selling, granting any participation in, or otherwise
distributing the same, (ii) the Option Shares have not been registered under the Securities Act and
acknowledges that the Option Shares must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration becomes available, (iii)
it will transfer its Option Shares only in compliance with state and federal securities laws and
the other restrictions set forth in the Agreement, (iv) it has carefully reviewed the Company’s
most recent disclosure materials and any amendments, supplements or additional disclosure materials
provided by the Company and has had the opportunity to make detailed inquiry concerning the
Company, its business and its personnel and the officers of the Company have made available to such
Noteholder any and all written information that it has requested and have answered to such
Noteholder’s satisfaction any inquiries made by it and such Noteholder and its advisers, if any,
have been given the opportunity to ask questions of, and receive answers from, the Company
concerning the terms and conditions of the Agreement and the transactions


 









 






contemplated hereby, and have been given the opportunity to obtain any additional information that
the Company possesses, or can acquire without unreasonable effort or expense, necessary to verify
the accuracy of the information supplied to it and (v) it is an “accredited investor” within the
meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under
the Securities Act. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the exchange, assignment
and transfer of the Notes tendered for exchange hereby.




 









 




This Notice of Exercise must be signed by the Noteholder exactly as its name appears on the Note
Certificate representing Notes. If the signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please set forth full title.




SIGNATURE OF REGISTERED NOTEHOLDER OR AUTHORIZED SIGNATORY




	 	 	 	 	 	 	 	 	 
	 	 	Name of Noteholder:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	(Please Print)
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Federal Tax ID No.:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 	 	 
	 	 	 	 	 	 	 





 









 





Exhibit B




Transfer Certificate




 









 





TRANSFER CERTIFICATE



                     (“Transferor”) hereby transfers to AEI, a Cayman Islands exempted
company (“Transferee”), for value received, an aggregate principal amount of
$                     of the $                     aggregate principal amount of 10% PIK
Notes due 2018, issued by AEI (“AEI”), purchased by Transferor pursuant to a Note Purchase
Agreement, dated as of May 24, 2007 (as the same may be amended, supplemented or otherwise modified
from time to time) by and among AEI and the purchasers party thereto.




Dated:                     , 200_.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title: