As filed with the Securities and Exchange Commission on June
    17, 2009
 
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 
  Amendment No. 1
    to
 
 
  Form 20-F/A
 
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
  for the fiscal year ended December 31, 2008
  Commission File Number: 000-53606
  AEI
 (exact name of registrant as
    specified in its charter)
 Cayman Islands
 (jurisdiction of incorporation
    or organization)
  Clifton House, 75 Fort Street,
    P.O. Box 190GT
 George Town, Grand Cayman, Cayman Islands
 (address of principal executive
    offices)
  Maureen J. Ryan
 Executive Vice President, General Counsel and Chief
    Compliance Officer, AEI Services LLC
 700 Milam, Suite 700, Houston, Texas 77002
    (713) 345-5200
    maureen.ryan@aeienergy.com
 (name, telephone,
    e-mail
    and/or facsimile number and address of company contact
    person)
  Securities registered or to be registered pursuant to
    Section 12(b) of the Act:
  Securities registered or to be registered pursuant to
    Section 12(g) of the Act:
  Ordinary shares $0.002 par value
  (Title of class)
  Securities for which there is a reporting obligation pursuant
    to Section 15(d) of the Act:
  The number of outstanding shares of each of the issuers
    classes of capital or common stock as of December 31, 2008
    was:
    Indicate by check mark if the registrant is a well-known
    seasoned issuer, as defined in Rule 405 of the Securities
    Act.
  o þ
  If this report is an annual report, indicate by check mark if
    the registrant is not required to file reports pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of
    1934.
  o þ
  Indicate by checkmark whether the registrant (1) has
    filed all reports required to be filed by Section 13 or
    15(d) of the Securities Exchange Act of 1934 during the
    preceding 12 months (or for such shorter period that the
    registrant was required to file such reports), and (2) has
    been subject to such filing requirements for the past
    90 days.
  o þ
  Indicate by checkmark whether the registrant has submitted
    electronically and posted on its corporate Web site, if any,
    every Interactive Data File required to be submitted and posted
    pursuant to Rule 405 of
    Regulation S-T
    (§ 232.405 of this chapter) during the preceding
    12 months (or for such shorter period that the registrant
    was required to submit and post such files).
  o o
  Indicate by check mark whether the registrant is a large
    accelerated filer, an accelerated filer, or a non-accelerated
    filer. See definition of accelerated filer and large
    accelerated filer in
    Rule 12-b-2
    of the Exchange Act. (Check one):
  o o þ
  Indicate by check mark which basis of accounting the
    registrant has used to prepare the financial statements included
    in this filing:
 U.S.
    GAAP þ

International Financial Reporting Standards as issued by
    the International Accounting Standards
    Board o

Other o   If this is an annual report, indicate by check mark whether
    the registrant is a shell company (as defined in
    Rule 12b-2
    of the Exchange Act).
  o þ




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EXPLANATORY
    NOTE
 
 
   
 
  
    In Item 10.C  Material Contacts, to
    update the disclosure regarding the Companys Amended and
    Restated Credit Agreement that was entered into as of
    June 6, 2008 and to include the Amended and Restated Credit
    Agreement as Exhibit 4.1.




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##### 



Item 10.  Additional
    Information  A.
    Share
    Capital    B.
    Memorandum
    and Articles of Association  Form 20-F No. 000-53606)
 C.  Material
    Contracts   
  Amended and Restated Credit Agreement,
 
  AEI 2007 Incentive Plan.
  Concession Contract 187/98, 30-year
  Second Amended and Restated Shareholders
    Agreement and/or
  Amended and Restated Registration Rights
    Agreement
 1




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##### 



Form F-3 Form S-3 Form F-3 Form S-3,
  D.
    Exchange
    Controls    E.
    Taxation  The following is a general summary of the material Cayman
    Islands and U.S. federal income tax consequences relevant
    to our ordinary shares. The discussion is not intended to be,
    nor should it be construed as, legal or tax advice to any
    particular prospective purchaser. The discussion is based on
    laws and relevant interpretations thereof in effect as of the
    date hereof, all of which are subject to change or different
    interpretations, possibly with retroactive effect. The
    discussion does not address United States state or local tax
    laws, or tax laws of jurisdictions other than the Cayman Islands
    and the United States. To the extent that the discussion relates
    to matters of Cayman Islands tax law, it represents the advice
    of Walkers, special Cayman Islands counsel to us. To the extent
    the discussion relates to legal conclusions under current
    U.S. federal income tax law, and subject to the
    qualifications herein, it represents the advice of Clifford
    Chance US LLP, our special U.S. counsel. You should consult
    your own tax advisors with respect to the consequences of
    acquisition, ownership and disposition of our ordinary
    shares
  Cayman
    Islands Taxation
        
    no law which is enacted in the Cayman Islands imposing any tax
    to be levied on profits or income or gains or appreciation
    applies to us or our operations; and
    the aforesaid tax or any tax in the nature of estate duty or
    inheritance tax are not payable on our ordinary shares,
    debentures or other obligations.    United
    States Federal Income Taxation
  non-U.S., non-U.S. income
   2




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##### 



Dividends
    Sale
    or Other Disposition of Ordinary Shares
    Passive
    Foreign Investment Company Rules
  non-U.S. corporation non-U.S. corporation
    Backup
    withholding and information reporting requirements
    The above summary is not intended to constitute a complete
    analysis of all U.S. federal income tax consequences to a
    U.S. Holder of acquiring, holding, and disposing of,
    ordinary shares. U.S. Holders should consult their own tax
    advisors with respect to the U.S. federal, state, local and
    non-U.S. consequences
    of acquiring, holding and disposing of ordinary shares.
  F.
    Dividends
    and Paying Agents   3




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##### 



G.
    Statement
    by Experts    H.
    Documents
    on Display  Form 20-F and/or Form 20-F Form 6-K. 1-800-SEC-0330. http://www.sec.gov,
  Form 20-F
    I.
    Subsidiary
    Information   4




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##### 



Item 19.  Exhibits  Form 20-F,
  
    should not in all instances be treated as categorical statements
    of fact, but rather as a way of allocating the risk to one of
    the parties if those statements prove to be inaccurate;
    have been qualified by disclosures that were made to the other
    party in connection with the negotiation of the applicable
    agreement, which disclosures are not necessarily reflected in
    the agreement;
    may apply standards of materiality in a way that is different
    from what may be viewed as material to you or other
    investors; and
    were made only as of the date of the applicable agreement or
    such other date or dates as may be specified in the agreement
    and are subject to more recent developments.  Form 20-F http://www.sec.gov
  
 Exhibit No.

Description1.1
*

Amended and Restated Articles of Association of AEI dated
    December 20, 20071.2
*

Amended and Restated Memorandum of Association of AEI dated
    December 20, 20072.1
*

Amended and Restated Registration Rights Agreement by and among
    AEI and certain Investors dated December 29, 20064.1


Amended and Restated Credit Agreement, dated as of June 6,
    2008, among AEI, AEI Finance Holding LLC, various financial
    institutions as lenders, Credit Suisse, Cayman Islands Branch
    and JPMorgan Chase Bank, N.A.4.2
*

AEI 2007 Incentive Plan effective as of January 23, 2007,
    as amended on August 23, 20074.3
*

2005 Prisma Energy International Inc. Sales Incentive Plan
    effective as of August 18, 2005 as amended on May 22,
    20064.4
*

2004 Prisma Energy International Inc. Stock Incentive Plan
    effective as of September 30, 2004 as amended on
    August 18, 2005 and May 22, 20064.5
*

Distribution Concession Contract No. 187/98, dated
    August 27, 1998, between ANEEL and Elektro Eletricidade e
    Servicos S.A., as amended4.6
*

Distribution First Amendment to Concession Contract
    No. 187/98, dated December 14, 1999, between ANEEL and
    Elektro Electricidade e Servicos S.A.4.7
*

Distribution Second Amendment to Concession Contract
    No. 187/98, dated July 12, 2005 between ANEEL and
    Elektro Electridade e Servicos S.A.4.8
*

Distribution Third Amendment to Concession Contract
    No. 187/98, dated December 18, 2007, between ANEEL and
    Elektro Eletricidade e Servicos S.A.4.9
*

Second Amended and Restated Shareholders Agreement, dated
    May 9, 2008, among AEI and the shareholders of AEI
    identified therein4.10
*

2006 Restricted Stock Agreement8.1
*

List of Subsidiaries of AEI12.1


Certification of James Hughes, Chief Executive Officer
    (Principal Executive Officer) of AEI, pursuant to 15 U.S.C.
    Section 78(m)(a), as adopted pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002.12.2


Certification of John G. Fulton, EVP, Finance and Treasury
    (Principal Financial Officer) of AEI, pursuant to 15 U.S.C.
    Section 78(m)(a), as adopted pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002.13.1


Certification of James Hughes, Chief Executive Officer
    (Principal Executive Officer) of AEI, pursuant to 18 U.S.C.
    Section 1350 as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.13.2


Certification of John G. Fulton, EVP, Finance and Treasury
    (Principal Financial Officer) of AEI, pursuant to 18 U.S.C.
    Section 1350 as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.  
    *
    
    Previously field as an exhibit to the Companys
    registration statement on
    form 20-F
    (File
    No. 000-53606)
    filed with the SEC on March 27, 2009 and incorporated
    herein by reference. 5




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##### 



Signatures
  Form 20-F
 
   
     By:
    /s/  James
    A. Hughes   Title:
    Chief Executive Officer 6