AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

Exhibit 4.9

EXECUTION VERSION

AMENDMENT TO

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

This AMENDMENT TO THE SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Amendment”), dated as of October 29, 2009, by and among AEI, a Cayman Islands exempted company (the “Company”), and the shareholders of the Company listed on Appendix A hereto (together with any other person (other than the Company) who agrees to be bound by the terms of this Amendment and the Shareholders Agreement (as defined below) as permitted therein, the “Shareholders”). Capitalized terms, unless otherwise defined, are used herein as defined in the Shareholders Agreement.

RECITALS

WHEREAS, on May 9, 2008, the Company and the Shareholders entered into the Second Amended and Restated Shareholders Agreement (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Shareholders Agreement”); and

WHEREAS, the Company and certain of its Shareholders (which, in accordance with Section 8.9 of the Shareholders Agreement hold Shares representing not less than 80% of the outstanding Shares held by Shareholders party to the Shareholders Agreement) desire to amend the Shareholders Agreement as hereinafter provided.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1.1 Amendment. The Shareholders Agreement is hereby amended as follows:

The definition of “Qualified Public Offering” set forth in Section 1.1 of the Shareholders Agreement is hereby deleted in its entirety and replaced with the following:

““Qualified Public Offering” means an offering, involving not less than $200 million of gross proceeds (to the Company and/or its shareholders), upon the completion of which the Shares will be listed on a Specified Exchange.”

Section 1.2 Effective Date. This Amendment shall be effective when executed by or on behalf of AEI and Shareholders holding Shares representing not less than 80% of the outstanding Shares held by Shareholders party to the Shareholders Agreement (the “Effective Date”).

Section 1.3 Limitation of Liability. The Company and each of the Shareholders hereby acknowledges that Northern Trust (Guernsey) Limited is executing this Amendment in its capacity as custodian to Xxxxxxx Global Special Situations Fund 2 Limited Partnership, Xxxxxxx Global Special Situations Fund 3 Limited Partnership, Xxxxxxx Global Special Situations Fund 4 Limited Partnership, Xxxxxxx Global Special Situations Fund 5 Limited Partnership, Xxxxxxx Global Opportunities Limited, Asset Holder PCC Limited re Xxxxxxx Emerging Markets Liquid Investment Portfolio, Xxxxxxx Emerging Markets Global Investment Portfolio Limited, Xxxxxxx Growing Multi Strategy Fund Limited and Xxxxxxx Emerging Markets Debt and Currency Fund. The Company and each Shareholder further agree that any representations, warranties and covenants contemplated by this Amendment are made by each Shareholder severally and that all liabilities contemplated by this Amendment are limited to the extent that each Shareholder’s assets can meet such liabilities and indemnities.

Section 1.4 Governing Law; Submission to Jurisdiction. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD FOR THE CONFLICTS OF LAWS PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THAT THE LAWS OF THE CAYMAN ISLANDS ARE MANDATORY. THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT. THE PARTIES HEREBY WAIVE ANY OBJECTION THEY MAY HAVE TO VENUE TO ANY SUCH ACTION OR PROCEEDING AND TO THE DEFENSE OF AN INCONVENIENT FORUM WITH RESPECT THERETO. EACH PARTY HERETO CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN THE SHAREHOLDERS AGREEMENT.

Section 1.5 Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same Amendment, and shall become effective when two or more counterparts have been signed by each of the parties hereto and delivered (including by facsimile) to the other parties or party.

Section 1.6 Shareholders Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Shareholders Agreement shall remain in full force and effect. All references to the Shareholders Agreement shall be deemed to refer to the Shareholders Agreement as amended hereby.

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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:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Chief Executive Officer

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	XXXXXXX CAYMAN SPC NO. 3 LTD. ON BEHALF OF AND FOR THE ACCOUNT OF AEI SEGREGATED PORTFOLIO
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Director

SIGNATURE PAGE TO AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF AEI

		XXXXXXX GLOBAL SPECIAL SITUATIONS FUND 2 LIMITED
		By:		Northern Trust (Guernsey) Limited
		Its:		Custodian
		By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Authorised Signatory
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		Authorised Signatory

SIGNATURE PAGE TO AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF AEI

		XXXXXXX GLOBAL SPECIAL SITUATIONS FUND 3 LIMITED PARTNERSHIP
		By:		Northern Trust (Guernsey) Limited
		Its:		Custodian
		By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Authorised Signatory
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		Authorised Signatory

SIGNATURE PAGE TO AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF AEI

		XXXXXXX GLOBAL SPECIAL SITUATIONS FUND 4 LIMITED PARTNERSHIP
		By:		Northern Trust (Guernsey) Limited
		Its:		Custodian
		By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Authorised Signatory
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		Authorised Signatory

SIGNATURE PAGE TO AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF AEI

		XXXXXXX GLOBAL SPECIAL SITUATIONS FUND 5 LIMITED PARTNERSHIP
		By:		Northern Trust (Guernsey) Limited
		Its:		Custodian
		By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Authorised Signatory
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		Authorised Signatory

SIGNATURE PAGE TO AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF AEI

		XXXXXXX SICAV EMERGING MARKETS DEBT FUND
		By:		Northern Trust Global Services Limited, London (Royaume-Uni) Luxembourg Branch
		Its:		Custodian for and on behalf of Xxxxxxx SICAV in respect of Xxxxxxx SICAV Emerging Markets Debts Fund
		By:		/s/ Xxx Xxxxxx
				Name:		Xxx Xxxxxx
				Title:		Vice President

SIGNATURE PAGE TO AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF AEI

		XXXXXXX GLOBAL OPPORTUNITIES LIMITED
		By:		Northern Trust (Guernsey) Limited
		Its:		Custodian
		By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Authorised Signatory
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		Authorised Signatory

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		ASSET HOLDER PCC LIMITED in respect of XXXXXXX EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO
		By:		Northern Trust (Guernsey) Limited
		Its:		Custodian
		By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Authorised Signatory
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		Authorised Signatory

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		EMDCD LTD
		By:		Northern Trust Company, London Branch
		Its:		Custodian
		By:		/s/ Xxx Xxxxxx
				Name:		Xxx Xxxxxx
				Title:		Vice President

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	FCI LTD.
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Director

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		XXXXXXX EMERGING MARKETS GLOBAL INVESTMENT PORTFOLIO LIMITED
		By:		Northern Trust (Guernsey) Limited
		Its:		Custodian
		By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Authorised Signatory
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		Authorised Signatory

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		XXXXXXX GROWING MULTI STRATEGY FUND LIMITED
		By:		Northern Trust (Guernsey) Limited
		Its:		Custodian
		By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Authorised Signatory
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		Authorised Signatory

SIGNATURE PAGE TO AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF AEI

		XXXXXXX EMERGING MARKETS DEBT AND CURRENCY FUND
		By:		Northern Trust (Guernsey) Limited
		Its:		Custodian
		By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Authorised Signatory
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		Authorised Signatory

SIGNATURE PAGE TO AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF AEI

	CVI GVF (LUX) MASTER S.A.R.L.
	By:	/s/ Xxxxx Xxx
		Name:	Xxxxx Xxx
		Title:	Director

SIGNATURE PAGE TO AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF AEI

	SHERBROOKE, LTD.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Director

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	FINISTERRE SPECIAL SITUATIONS MASTER FUND
	By:	/s/ Xxxxxx Biosse Xxxxxx
		Name:	Xxxxxx Biosse Xxxxxx
		Title:	Authorized Signatory

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	XXXXXXX, XXXXX & CO.
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Managing Director

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		ASHFIELD INVESTMENTS N.V.
		By:		CMTC Management Services B.V.
		Its:		Managing Director
		By:		/s/ U.A.G. Vinck
				Name:		U.A.G. Vinck
				Title:		Managing Director
		By:		/s/ X.X. xxx Xxxxxx
				Name:		X.X. xxx Xxxxxx
				Title:		Managing Director

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	MONTPELIER GLOBAL FUNDS LIMITED
	By:	/s/ Xxxxxx Svejdar
		Name:	Xxxxxx Svejdar
		Title:	Director

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		OLD LANE HMA MASTER FUND, L.P.
		By:		Old Lane Hedge Fund GP, LLC
		Its:		General Partner
		By:		/s/ Xxxxxx XxXxxxxxx
				Name:		Xxxxxx XxXxxxxxx
				Title:		Managing Director

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		OLD LANE CAYMAN MASTER FUND, L.P.
		By:		Old Lane Hedge Fund GP, LLC
		Its:		General Partner
		By:		/s/ Xxxxxx XxXxxxxxx
				Name:		Xxxxxx XxXxxxxxx
				Title:		Managing Director

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		OLD LANE US MASTER FUND, L.P.
		By:		Old Lane Hedge Fund GP, LLC
		Its:		General Partner
		By:		/s/ Xxxxxx XxXxxxxxx
				Name:		Xxxxxx XxXxxxxxx
				Title:		Managing Director

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		VR GLOBAL PARTNERS, L.P.
		By:		VR Advisory Services Ltd.
		Its:		General Partner
		By:		/s/ Xxxxxxx Xxxxx
				Name:		Xxxxxxx Xxxxx
				Title:		Director

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	BUCKLAND INVESTMENT PTE LTD
	By:	/s/ Xxxxxx Xxx
		Name:	Xxxxxx Xxx
		Title:	Authorized Signatory

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		CASTLERIGG XXXXXX INVESTMENTS LLC
		By:		Xxxxxxx Asset Management Corp.
		Its:		Manager
		By:		/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:		Senior Managing Director

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	BLACK RIVER EMERGING MARKETS CREDIT FUND LTD.
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Authorized Signatory

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	GPU ARGENTINA HOLDINGS, INC.
	By:	/s/ Xxxxxxx Xxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxx Xxxxxxx
		Title:	Attorney in Fact

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	X.X. XXXXXX OVERSEAS CAPITAL CORPORATION
	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Attorney-In-Fact

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APPENDIX A

Xxxxxxx Cayman SPC No. 3 Ltd. on behalf of and for the account of AEI Segregated Portfolio
Xxxxxxx Global Special Situations Fund 2 Limited
Xxxxxxx Global Special Situations Fund 3 Limited Partnership
Xxxxxxx Global Special Situations Fund 4 Limited Partnership
Xxxxxxx Global Special Situations Fund 5 Limited Partnership
Xxxxxxx SICAV Emerging Markets Debt Fund
Xxxxxxx Global Opportunities Limited
Asset Holder PCC Limited in respect of Xxxxxxx Emerging Markets Liquid Investment Portfolio
EMDCD Ltd.
FCI Ltd.
Xxxxxxx Emerging Markets Global Investment Portfolio Limited
Xxxxxxx Growing Multi Strategy Fund Limited
Xxxxxxx Emerging Markets Debt and Currency Fund
CVI GVF (Lux) Master S.a.r.l.
Investment Partners (B), Ltd
Deutsche Bank AG, London Branch
Sherbrooke, Ltd.
Finisterre Special Situations Master Fund
Xxxxxxx, Xxxxx & Co.
Hillcrest Investments LP
Ashfield Investments N.V.
Montpelier Global Funds Limited
XX Xxxxx SP Investments, LTD
Old Lane HMA Master Fund, L.P.
Old Lane Cayman Master Fund, L.P.
Old Lane US Master Fund, L.P.
TRG Global Opportunity Master Fund, Ltd.
TRG Special Opportunity Master Fund, Ltd.
VR Global Partners, X.X.
Xxxxxxxx Investment Pte Ltd
Castlerigg XXXXXX Investments LLC
Black River Emerging Markets Credit Fund Ltd.
Ponderosa Assets, L.P.
LAIG
D.E. Shaw Laminar Portfolios, L.L.C.
D.E. Xxxx Laminar Emerging Markets, L.L.C.
GPU Argentina Holdings, Inc.
X.X. Xxxxxx Overseas Capital Corporation