Exhibit 4.11
 
 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, 2018




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TABLE OF CONTENTS
 PageARTICLE I CERTAIN DEFINITIONS
    
    
    1ARTICLE II CONSTITUTION OF AND SUBSCRIPTION FOR NOTES
    
    
    5Section 2.1. Constitution of the Notes
    
    
    5Section 2.2. Subscription for Notes
    
    
    5Section 2.3. [Reserved]
    
    
    5Section 2.4. Purchasers Rights and Obligations
    
    
    5ARTICLE III CLOSING
    
    
    6Section 3.1. Closing
    
    
    6ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ISSUER
    
    
    6Section 4.1. Organization and Related Matters
    
    
    6Section 4.2. Authorization; No Conflicts
    
    
    6Section 4.3. Valid Issuance
    
    
    7Section 4.4. Margin Stock
    
    
    7Section 4.5. No Other Representations
    
    
    7ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
    
    
    7Section 5.1. Organization and Related Matters
    
    
    8Section 5.2. Authorization; No Conflicts
    
    
    8Section 5.3. [Reserved]
    
    
    8Section 5.4. Compliance
    
    
    8Section 5.5. Restricted Securities
    
    
    8Section 5.6. Purchaser Bears Economic Risk
    
    
    9Section 5.7. Acquisition for Own Account
    
    
    9Section 5.8. Accredited Investor
    
    
    9Section 5.9. Information
    
    
    9ARTICLE VI CONDITIONS PRECEDENT
    
    
    10Section 6.1. Conditions Precedent to Closing
    
    
    10ARTICLE VII COVENANTS
    
    
    10Section 7.1. Senior Credit Agreement
    
    
    10Section 7.2. Payment
    
    
    10Section 7.3. New Notes
    
    
    10ARTICLE VIII EVENTS OF DEFAULT
    
    
    10Section 8.1. Non-payment
    
    
    10
 i




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PageSection 8.2. Other obligations
    
    
    10Section 8.3. Cross-Acceleration
    
    
    11Section 8.4. Insolvency
    
    
    11Section 8.5. Involuntary Proceeding
    
    
    11Section 8.6. Unlawfulness
    
    
    11Section 8.7. Repudiation
    
    
    11ARTICLE IX TRANSFER OF NOTES
    
    
    11Section 9.1. Transfer by Noteholders
    
    
    11ARTICLE X MISCELLANEOUS
    
    
    12Section 10.1. Survival
    
    
    12Section 10.2. Counterparts
    
    
    12Section 10.3. Governing Law; Jurisdiction and Forum; Waiver of Jury Trial
    
    
    12Section 10.4. Entire Agreement
    
    
    12Section 10.5. Successors and Assigns
    
    
    12Section 10.6. Notices
    
    
    13Section 10.7. Headings
    
    
    13Section 10.8. Amendments and Waivers
    
    
    13Section 10.9. Severability
    
    
    14Section 10.10. Interpretation
    
    
    14Section 10.11. Further Assurances
    
    
    14Section 10.12. Public Announcements
    
    
    14Section 10.13. Currency Indemnity
    
    
    14Section 10.14. Limitation of Liability
    
    
    15Section 10.15. Confidentiality
    
    
    15
 SCHEDULE 1 Conditions Precedent to ClosingSCHEDULE 2 Part A: Form of Subordinated Note CertificateSCHEDULE 2 Part B: Terms and Conditions of the Subordinated PIK NotesSCHEDULE 3 Accession AgreementSCHEDULE 4 Form of Legal Opinion
 ii




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NOTE PURCHASE AGREEMENT
 Agreement Issuer Purchaser
 RECITALS
 Old Notes
  Notes
   ARTICLE I
 CERTAIN DEFINITIONS
  Accession Agreement
 Affiliate Relevant Person provided




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Control Controlling Controlled
 Agents
 Agreement
 Anti-Money Laundering Laws
 Approval
 Business Day
 Closing
 Closing Date
 Confidential Information
 Contract
 Control
 Dollar US$
 Event of Default
 GAAP
 Governmental Entity
 Guarantee
 Hedging Agreement
 2




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Master Agreement
 Indebtedness provided
 Issuer
 Judgement Amount
 Judgement Currency
 Law/Laws
 Lien
 Loss
 Majority Noteholders provided however
 3




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New Notes
 Note Certificate
 Note Conditions
 Note Maturity Date
 Note Purchase Documents
 Noteholder
 Notes Note
 OFAC List http://www.treas.gov/offices/enforcement/ofac/sdn/index.html
 Old Notes
 Order
 Organizational Documents
 Parties Party
 Person
 Purchaser
 4




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Recipient
 Securities Act
 Senior Credit Agreement
 Subscription Letter
 Subscription Notice
 ARTICLE II
 CONSTITUTION OF AND SUBSCRIPTION FOR NOTES
 Constitution of the Notes
 Subscription for Notes Subscription Letter
 [Reserved]
 Purchasers Rights and Obligations
 5




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ARTICLE III
 CLOSING
 Closing
 Subscription Notice
 Closing
 ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF THE ISSUER
  Organization and Related Matters
   Authorization; No Conflicts
  6




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Valid Issuance
 Margin Stock
 No Other Representations
 ARTICLE V
 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
  7




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Organization and Related Matters
   Authorization; No Conflicts
    [Reserved]
 Compliance
 Restricted Securities
 8




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Purchaser Bears Economic Risk
 Acquisition for Own Account
 Accredited Investor
 Information
    9




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ARTICLE VI
 CONDITIONS PRECEDENT
 Conditions Precedent to Closing
 ARTICLE VII
 COVENANTS
 Senior Credit Agreement
 Payment
 New Notes New Note New
Notes
 ARTICLE VIII
 EVENTS OF DEFAULT
   Non-payment
 Other obligations
 10




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Cross-Acceleration
 Insolvency
 Involuntary Proceeding
 Unlawfulness
 Repudiation
 ARTICLE IX
 TRANSFER OF NOTES
 Transfer by Noteholders
 11




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ARTICLE X
 MISCELLANEOUS
 Survival
 Counterparts
 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial
 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE GOVERNED BY, ENFORCED AND INTERPRETED IN ACCORDANCE WITH 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.
 or
 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 SECTION 10.3.
 Entire Agreement
 Successors and Assigns
 12




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Notices
 (a) If to the Issuer, to:
    
    Ashmore Energy InternationalClifton House75 Fort StreetP.O. Box 190GTGeorge Town, Grand CaymanCayman IslandsFacsimile No.: 345-949-4901Attention: Directorwith a copy (which shall not constitute notice) to:AEI Services LLC1221 Lamar Street, Suite 800Houston, Texas 77010Facsimile No.: 713-345-5352Attention: General Counselwith a copy (which shall not constitute notice) to:Clifford Chance US LLP31 West 52nd StreetNew York, New York 10019Facsimile No.: 212-878-8375Attention: G. David Brinton
  Headings
 Amendments and Waivers
 13




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Severability
 Interpretation
 Further Assurances
 Public Announcements provided
 Currency Indemnity Judgment Currency Judgment
Amount
 14




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Loss
 Limitation of Liability
 Confidentiality
 Recipient Agents Confidential Information
   15




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16




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ASHMORE ENERGY INTERNATIONALBy:Name:Title:




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Purchasers Signature PageBy:Name:Title:




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SCHEDULE 1
 Conditions Precedent to Closing
 Conditions Precedent to Obligations of All Parties
 Issuers Determination to Accept Subscription Requests.
 Conditions Precedent to Obligations of Each Purchaser
 Allocation of Notes.
 Representations and Warranties Correct
 Covenants
 Note Purchase Documents.
 Legal opinions
 Conditions Precedent to Obligations of Issuer
 Representations and Warranties Correct




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Covenants




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SCHEDULE 2
 Part A: Form of Subordinated Note Certificate
 
 ASHMORE ENERGY INTERNATIONAL
 10% SUBORDINATED PIK NOTE DUE MAY 25, 2018
 No. []
    
    [Date]US$[]
 Company
  Note Purchase
Agreement




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THIS NOTE SHALL BE GOVERNED BY, ENFORCED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. THE COMPANY 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 NOTE.
FURTHER, THE COMPANY 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 COMPANY 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
NOTE.
 ASHMORE ENERGY INTERNATIONALBy:Name:
    Brent de JongTitle:
    Chief Executive Officer




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SCHEDULE 2
 Part B: Terms and Conditions of the Subordinated PIK Notes
 The following is the text of the Terms and Conditions of the Notes, which will be
attached to each Note.
 Notes Issuer
 Note Purchase Agreement
 Definitions
  Administrative Agent
 Applicable Redemption Premium
 Year 1
    
    
    100
    %Year 2
    
    
    102
    %Year 3
    
    
    104
    %Year 4
    
    
    106
    %Year 5 and thereafter
    
    
    108
    %
 Authorized Holding
 Collateral
 Credit Agreement
 Day Count Fraction
 Interest Payment Date
 Issue Date




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Loan Document
 Note Obligations
 Obligations
 Optional Redemption Price
 Rate of Interest
 Record Date
 Relevant Date
 Register
 Senior Credit Agreement
 Senior Creditor
 Senior Debt
 Senior Obligations
 Specified Office
 Subordinated Debt
 Form, Denomination and Status
 Form and denomination: Authorized Holding
 Status: pari passu




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Register, Title and Transfers
 Register: Register Noteholder Note Certificate
 Title:
 Transfers: provided however
 Registration and Delivery of Note Certificates:
 No charge:
 Closed periods:
 Regulations concerning transfers and registration:




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Interest
 Payment of Interest Issue Date Rate of Interest Interest Payment Date
 Default Interest:
 Cessation:
 Computation: Day
Count Fraction
 Payment in Kind
 Increase in Rate of Interest:
 Redemption and Purchase
 Scheduled redemption
 Redemption for tax reasons




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provided however provided further
  (A)
    
    a certificate signed by two directors of the Issuer stating that the Issuer is
entitled to effect such redemption and setting forth a statement of facts showing that
the conditions precedent to the right of the Issuer so to redeem have occurred; and(B)
    
    an opinion of independent legal advisers of recognized standing to the effect
that the Issuer has or will become obliged to pay such additional amounts as a result
of such change or amendment.
  Redemption at the option of the Issuer
 Partial redemption
 No other redemption
 Purchase
 Cancellation
 Payments
 Principal




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Interest
 Payments subject to fiscal laws
 Payments on Business Days business day
 Partial payments
 Record Date: Record Date
 Taxation




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Relevant Date
   Prescription
  Replacement of Note Certificates
  Exchange
  Subordination
 Agreement To Subordinate.




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Liquidation, Dissolution, Bankruptcy.
 Power of Attorney; Agreement to Cooperate.
 provided however provided further
 No Acceleration of Subordinated Debt.
 When Distributions Must Be Paid Over.




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Subrogation.
 Modification of Senior Debt.
  Subordination May Not Be Impaired by Issuer.
 This Article Not To Prevent Events of Default or Limit Right To Accelerate.
 Noteholders Entitled to Rely.




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Reliance by Senior Creditors on Subordination Provisions.
 Remedies and Waivers
  Governing Law; Jurisdiction and Forum; Waiver of Jury Trial.
 THESE NOTE CONDITIONS AND THE RIGHTS AND OBLIGATIONS OF THE ISSUER AND THE NOTEHOLDERS AND
THE TRANSACTIONS CONTEMPLATED IN THE NOTE PURCHASE DOCUMENTS SHALL BE GOVERNED BY, ENFORCED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE ISSUER AND EACH NOTEHOLDER
HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT 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 THESE NOTE CONDITIONS. FURTHER, THE ISSUER AND
EACH NOTEHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION OR DEFENSE THAT THEY MAY
HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY SUCH PROCEEDING IN ANY
SUCH COURTS. THE ISSUER AND EACH NOTEHOLDER 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 EACH OF THEM IRREVOCABLY TO WAIVE ANY OBJECTIONS TO VENUE OR TO CONVENIENCE OF FORUM. THE
ISSUER AND EACH NOTEHOLDER AGREE 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.
  THE ISSUER AND EACH NOTEHOLDER HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING
ARISING




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OUT OF OR RELATING TO THESE NOTE CONDITIONS. THE ISSUER AND EACH NOTEHOLDER CERTIFY THAT THEY
HAS BEEN INDUCED TO ENTER INTO THESE NOTE CONDITIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 13.
 Notices
  (a)
    
    If to the Issuer:Ashmore Energy InternationalClifton House75 Fort StreetP.O. Box 190GTGeorge Town, Grand CaymanCayman IslandsAttention: Directorwith a copy (which shall not constitute notice) to:AEI Services LLC1221 Lamar Street, Suite 800Houston, Texas 77010Facsimile No.: 713-345-5352Attention: General Counselwith a copy (which shall not constitute notice) to:Clifford Chance US LLP31 West 52nd StreetNew York, New York 10019Facsimile No.: 212-878-8375Attention: G. David Brinton
  Severability




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SCHEDULE 3
 Accession Agreement
 Transferee Transferor Issuer
 Note Purchase Agreement  Notes
    1.
    
    The Transferee hereby acknowledges that it is in receipt of a copy of the Note
Purchase Agreement and is aware of the terms and conditions therein.2.
    
    From and after the date on which the Transferee is registered as a Noteholder,
the Transferee shall be deemed to be a party to the Note Purchase Agreement, and shall
be entitled to all the benefits and subject to all the obligations of a Noteholder
thereunder. Without limiting the generality of the foregoing, the Transferee covenants
and agrees with each of the other parties to the Note Purchase Agreement to observe and
perform all the terms and conditions of the Note Purchase Agreement required to be
observed or performed by a Noteholder.3.
    
    The Transferee hereby represents and warrants that each representation and
warranty contained in Article V of the Note Purchase Agreement is true and correct with
respect to the Transferee as of the date of this Accession Agreement, as if such
representations and warranties were incorporated herein[, except as set forth on Annex
I hereto].4.
    
    Notwithstanding Section 2 of this Accession Agreement, the Transferor shall not
be in any way released from its obligations under the Note Purchase Agreement unless
the Transferor shall by such transfer cease to hold any Notes but any such release
shall be without prejudice to any accrued rights or obligations.5.
    
    THIS ACCESSION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, AND SHALL BE ENFORCED IN THE SAME MANNER AS PROVIDED
IN THE NOTE PURCHASE AGREEMENT.




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Transferor[    ]By:Name:Title:Address:Transferee[    ]By:Name:Title:Address:Ashmore Energy InternationalBy:Name:Title:




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SCHEDULE 4
 [FORM OF LEGAL OPINION]
    ASHMORE ENERGY INTERNATIONAL
 Company  Notes
     1.
    
    the Company is an exempted company duly incorporated, validly existing and in good standing
under the laws of the Cayman Islands;
 2.
    
    the Company has full corporate power, and authority to execute and deliver the Documents and
to perform its obligations under the Documents, including, without limitation, the issue of
the Notes;
 3.
    
    the execution of the Documents and the issue of the Notes have been duly authorised by the
Company, and the Documents have been duly executed by the Company. The Documents, when
delivered, will constitute the legal, valid and binding obligations of the Company enforceable
in accordance with their respective terms;




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4.
    
    the execution, delivery and performance of the Documents, the consummation of the
transactions contemplated thereby and the compliance by the Company with the terms and
provisions thereof do not:5.
    
    contravene any law, public rule or regulation of the Cayman Islands applicable to the Company
which is currently in force; or6.
    
    contravene the Amended and Restated Memorandum and Articles of Association of the Company;7.
    
    neither the execution, delivery or performance of the Documents nor the consummation or
performance of any of the transactions contemplated thereby by the Company, requires the
consent or approval of, the giving of notice to, or the registration with, or the taking of
any other action in respect of any Cayman Islands governmental or judicial authority or
agency;8.
    
    the law chosen in each of the Documents to govern its interpretation would be upheld as a
valid choice of law in any action on that document in the courts of the Cayman Islands;9.
    
    there are no stamp duties (other than the stamp duties mentioned in qualification 2 in
Schedule 3), income taxes, withholdings, levies, registration taxes, or other duties or
similar taxes or charges now imposed, or which under the present laws of the Cayman Islands
could in the future become imposed, in connection with the enforcement or admissibility in
evidence of the Documents or on any payment to be made by the Company or any other person
pursuant to the Documents. The Cayman Islands currently have no form of income, corporate or
capital gains tax and no estate duty, inheritance tax or gift tax;10.
    
    none of the parties to the Documents (other than the Company) and no holder of the Notes is
or will be deemed to be resident, domiciled or carrying on business in the Cayman Islands by
reason only of the execution, delivery, performance or enforcement of the Documents to which
any of them is party or the holding of the Notes as the case may be;11.
    
    a judgment obtained in a foreign court will be recognised and enforced in the courts of the
Cayman Islands without any re-examination of the merits at common law, by an action commenced
on the foreign judgment debt in the Grand Court of the Cayman Islands, where the judgment is
final and in respect of which the foreign court had jurisdiction over the defendant according
to Cayman Islands conflict of law rules and which is conclusive, for a liquidated sum not in
respect of penalties or taxes or a fine or similar fiscal or revenue obligations, and which
was neither obtained in a manner, nor is of a kind enforcement of which is contrary to natural
justice or the public policy of the Cayman Islands;12.
    
    it is not necessary or advisable under the laws of the Cayman Islands that any of the
Documents or any document relating thereto be registered or recorded in any public office or
elsewhere in the Cayman Islands in order to ensure the validity, effectiveness or
enforceability of any of the Documents;13.
    
    it is not necessary under the laws of the Cayman Islands (a) in order to enable any party to
any of the Documents to enforce their rights under the Documents or (b) solely by reason of
the execution, delivery and performance of the Documents that any party to any of the
Documents should be licensed, qualified or otherwise entitled to carry on business in the
Cayman Islands or any other political subdivision thereof;




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14.
    
    the Company has executed an effective submission to the jurisdiction of the courts of the
jurisdiction specified in the Documents;
 15.
    
    the Company is subject to civil and commercial law with respect to its obligations under the
Documents and neither the Company nor any of its assets is entitled to immunity from suit or
enforcement of a judgment on the grounds of sovereignty or otherwise in the courts of the
Cayman Islands in proceedings against the Company in respect of any obligations under the
Documents, which obligations constitute private and commercial acts rather than governmental
or public acts;
 16.
    
    based solely upon our examination of the Cause List and the Register of Writs and other
Originating Process of the Grand Court of the Cayman Islands conducted on ___May 2007 (the
Search Date), we confirm that there are no actions, suits or proceedings pending against the
Company before the Grand Court of the Cayman Islands and no steps have been, or are being,
taken to compulsorily wind up the Company and based solely upon our examination of the records
of the Company referred to in this opinion no resolution voluntarily to wind up the Company
has been adopted by its members;
 17.
    
    a judgment of a court in the Cayman Islands may be expressed in a currency other than Cayman
Islands dollars;
 18.
    
    there are no foreign exchange controls or foreign exchange regulations under the currently
applicable laws of the Cayman Islands.
    WALKERS




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A.
 LIST OF DOCUMENTS EXAMINED
 1.
    
    [The Certificate of Incorporation dated , [the Certificate of Incorporation
on Change of Name dated ], the Amended and Restated Memorandum and Articles of
Association,the Register of Directors and Officers, and the Register of Mortgages and Charges
of the Company as maintained at its registered office in the Cayman Islands and examined by us
on ___May 2007;]
 2.
    
    the Cause List and Register of Writs and other Originating Process of the Grand Court of the
Cayman Islands kept at the Clerk of Courts Office, George Town, Grand Cayman on the Search
Date;
 3.
    
    a Certificate of Good Standing dated ___May 2007 in respect of the Company issued by the
Registrar of Companies;
 4.
    
    a copy of executed minutes of a meeting of the Board of Directors of the Company dated
[ 2007] (the Resolutions);
 5.
    
    a copy of the executed Documents consisting of the following:
 (a)
    
    Note Purchase Agreement among the Company (as Issuer) and the Subscribers party
thereto; and(b)
    
    Certificates dated [ ] 2007 issued by the Company in respect of the Notes
(incorporating the terms and conditions of the Notes).
 Documents




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B.
 ASSUMPTIONS
  1.
    
    there are no provisions of the laws of any jurisdiction outside the Cayman Islands which
would be contravened by the execution or delivery of the Documents nor the offering of the
Notes and, insofar as any obligation expressed to be incurred under the Documents is to be
performed in or is otherwise subject to the laws of any jurisdiction outside the Cayman
Islands, its performance will not be illegal by virtue of the laws of that jurisdiction;
 2.
    
    the Documents are within the capacity, power, and legal right of, and have been or will be
duly authorised, executed and delivered by, each of the parties thereto (other than the
Company) and constitute or, when executed and delivered, will constitute the legal, valid and
binding obligations of each of the parties thereto enforceable in accordance with their terms
as a matter of the laws of all other relevant jurisdictions (other than the Cayman Islands);
 3.
    
    the choice of the laws of the jurisdiction selected to govern each of the Documents has been
made in good faith and will be regarded as a valid and binding selection which will be upheld
in the courts of that jurisdiction and all other relevant jurisdictions (other than the Cayman
Islands);
 4.
    
    all authorisations, approvals, consents, licences and exemptions required by, and all filings
and other requirements of, each of the parties to the Documents outside the Cayman Islands to
ensure the legality, validity and enforceability of the Documents have been or will be duly
obtained, made or fulfilled and are and will remain in full force and effect and any
conditions to which they are subject have been satisfied;
 5.
    
    all conditions precedent, if any, contained in the Documents have been or will be satisfied
or waived;
 6.
    
    the Board of Directors of the Company considers the execution of the Documents and the
transactions contemplated thereby to be in the best interests of the Company;
 7.
    
    no disposition of property effected by the Documents is made for an improper purpose or
wilfully to defeat an obligation owed to a creditor and at an undervalue;
 8.
    
    the Company was on the date of execution of the Documents able to pay its debts as they
became due from its own moneys, and that any disposition or settlement of property effected by
any of the Documents is made in good faith and for valuable consideration and at the time of
each disposition of property by the Company pursuant to the Documents the Company will be able
to pay its debts as they become due from its own moneys;
 9.
    
    the originals of all documents examined in connection with this opinion are authentic, all
seals thereon and the signatures and initials thereon of any person authorised to execute the
Documents are genuine, all such documents purporting to be sealed have been so sealed, all
copies are complete and conform to their originals, and the Documents conform in every
material respect to the latest drafts of the same produced to us and, where provided in
successive drafts, have been marked-up to indicate all changes to such Documents;




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10.
    
    the Amended and Restated Memorandum and Articles of Association reviewed by us are the
Amended and Restated Memorandum and Articles of Association of the Company in force at the
date hereof;
 11.
    
    [the Certificate of Incorporation dated , the Certificate of Incorporation on Change
of Name dated [], the Amended and Restated Memorandum and Articles of Association, the
Register of Directors and Officers, and the Register of Mortgages and Charges of the Company
as maintained at its registered office in the Cayman Islands and examined by us on [          ] 2007
are complete and accurate and constitute a complete and accurate record of the business
transacted by the Company and all matters required by law and the Memorandum and Articles of
Association of the Company to be recorded therein are so recorded;]s
 12.
    
    the Cause List and the Register of Writs and other Originating Process of the Grand Court of
the Cayman Islands examined by us at the Clerk of Courts Office, George Town, Grand Cayman on
the Search Date constitute a complete record of the proceedings before the Grand Court of the
Cayman Islands.




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C.
 QUALIFICATIONS
  1.
    
    the term enforceable and its cognates as used in this opinion means that the obligations
assumed by the Company under the Documents are of a type which the courts of the Cayman
Islands enforce. This does not mean that those obligations will necessarily be enforced in
all circumstances in accordance with their terms. In particular
 (c)
    
    enforcement of obligations and the priority of obligations may be limited by
bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium
and other laws of general application relating to or affecting the rights of creditors or
by prescription or lapse of time;(d)
    
    enforcement may be limited by general principles of equity and, in particular, the
availability of certain equitable remedies such as injunction or specific performance of an
obligation may be limited where the court considers damages to be an adequate remedy;(e)
    
    claims may become barred under statutes of limitation or may be or become subject to
defences of set-off, counterclaim, estoppel and similar defences;(f)
    
    where obligations are to be performed in a jurisdiction outside the Cayman Islands,
they may not be enforceable in the Cayman Islands to the extent that performance would be
illegal under the laws of, or contrary to the public policy of, that jurisdiction;(g)
    
    a judgment of a court of the Cayman Islands may be required to be made in Cayman
Islands dollars;(h)
    
    to the extent that any provision of the Documents is adjudicated to be penal in nature,
it will not be enforceable in the courts of the Cayman Islands; in particular, the
enforceability of any provision of the Documents which imposes additional obligations in
the event of any breach or default, or of payment or prepayment being made other than on an
agreed date, may be limited to the extent that it is subsequently adjudicated to be penal
in nature and not an attempt to make a reasonable pre-estimate of loss;(i)
    
    to the extent that the performance of any obligation arising under the Documents would
be fraudulent or contrary to public policy, it will not be enforceable in the courts of the
Cayman Islands;(j)
    
    a Cayman Islands court will not necessarily award costs in litigation in accordance
with contractual provisions in this regard; and(k)
    
    the effectiveness of terms in the Documents excusing any party from a liability or duty
otherwise owed or indemnifying that party from the consequences of incurring such liability
or breaching such duty shall be construed in accordance with, and shall be limited by,
applicable law, including generally applicable rules and principles of common law and
equity;
 2.
    
    Cayman Islands stamp duty will be payable if the Documents are executed in, brought to, or
produced before a court of the Cayman Islands. Such duty would be nominal except in the case
of
 (a)
    
    a debenture or a legal or equitable mortgage or charge of immovable property
 (i)
    
    where the sum secured is CI$300,000.00 (US$360,000.00) or less, in which case
duty would be 1% of the sum secured; or(ii)
    
    where the sum secured is more than CI$300,000.00 (US$360,000.00) whether
initially or after further advance, in which case duty would be 1.5% of the sum
secured; or




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(b)
    
    a legal or equitable mortgage or charge of movable property (not including a debenture
but including a bill of sale) in which case duty would be 1.5% of the sum secured;
  (c)
    
    any note evidencing indebtedness, in which case duty of CI$0.25 per CI$100.00 or part
thereof of the face value of each note, subject to a maximum of CI$250.00, is payable,
unless, the notes are issued as part of a series by an exempted company or by an ordinary
non-resident company (as defined in the Companies Law (as amended)) or by a body corporate
incorporated outside the Cayman Islands, in which case a duty of CI$500.00 in respect of
the instrument creating the notes may be paid and thereafter no further stamp duty in
respect of such notes is payable;
 3.
    
    a certificate, determination, calculation or designation of any party to the Documents as to
any matter provided therein might be held by a Cayman Islands court not to be conclusive,
final and binding, notwithstanding any provision to that effect therein contained, for example
if it could be shown to have an unreasonable, arbitrary or improper basis or in the event of
manifest error;
 4.
    
    if any provision of the Documents is held to be illegal, invalid or unenforceable, severance
of such provision from the remaining provisions will be subject to the discretion of the
Cayman Islands courts notwithstanding any express provisions in this regard;
 5.
    
    in principle, a person who claims to be entitled pursuant to a contract to recover the legal
fees and expenses incurred in enforcing that contract shall be entitled to judgment for the
amount of legal fees and expenses found due under the contract and such amount shall not be
subject to taxation pursuant to the applicable rule of court. However, the applicable rule
(GCR Order 62, rule 4(3)) has been in force only since 1 January 2002 and there remains some
uncertainty as to the way in which it will be applied in practice;
 6.
    
    a conveyance, mortgage, charge or other security interest granted or made by a company at a
time when that company was unable to pay its debts as they fell due, and made or granted in
favour of a creditor with a dominant intention to give that creditor a preference over the
other creditors of the company, would be void pursuant to Section 168(1) of the Companies Law
(as amended), if within six months thereof a petition is presented to the Grand Court of the
Cayman Islands for the winding-up of such company, or a resolution is passed for the voluntary
winding-up of the company;
 7.
    
    under the Fraudulent Dispositions Law (as amended), any disposition of property made with an
intent to defraud (which means an intention by the party disposing of the property to wilfully
defeat an obligation owed to a creditor) and at an undervalue, shall be voidable at the
instance of the creditor thereby prejudiced;
 8.
    
    we express no opinion upon the effectiveness of any clause of the Documents providing that
the terms of such Document may only be amended in writing;




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9.
    
    notwithstanding any purported date of execution in any of the Documents the rights and
obligations therein contained take effect only on the actual execution and delivery thereof
but the Documents may provide that they have retrospective effect as between the parties
thereto alone;10.
    
    the obligations of the Company may be subject to restrictions pursuant to United Nations
sanctions and/or measures adopted by the European Union Council for Common Foreign & Security
Policy (together Sanctions) extended to the Cayman Islands by the Order of Her Majesty in
Council. At this date, Sanctions currently extend to Cote dIvoire, Zimbabwe, Iraq, Sierra
Leone, Liberia, Somalia, Rwanda, Afghanistan, the Taliban (an Afghan political faction which
calls itself the Islamic Emirate of Afghanistan), Burma, the Sudan, the former Yugoslavia and
The Democratic Republic of the Congo;11.
    
    persons who are not party to any of the Documents (other than beneficiaries under properly
constituted trusts or persons acting pursuant to powers contained in a deed poll) under Cayman
Islands law have no direct rights or obligations under such Documents.




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D.
 ADDRESSEES