AMENDMENT NO. 2 TO JOINT FILING AGREEMENTJoint Filing Agreement • November 4th, 2009 • Aei • Natural gas transmisison & distribution
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, AEI and each of the Ashmore Entities (as such term is defined in the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on October 5, 2009, as amended by Amendment No. 1 to the Statement on Schedule 13D filed with the Securities and Exchange Commission on October 13, 2009 (as amended, the “Statement”)) entered into a Joint Filing Agreement, dated October 2, 2009, as amended by Amendment No. 1 to Joint Filing Agreement, dated as of October 8, 2009 (as amended, the “Joint Filing Agreement”) in connection with the Statement relating to the 12,642,668 American Depositary Receipts, representing 63,213,340 Class “B” Shares, par value Ps.1, of Transportadora de Gas del Sur S.A. and this Joint Filing Agreement was included as Exhibits to the Statement.
EXCHANGE AGREEMENTExchange Agreement • November 4th, 2009 • Aei • Natural gas transmisison & distribution • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of October 30, 2009, by and between AEI, a Cayman Islands exempted company, having its registered office at Clifton House, 75, Fort Street, P.O. Box 1350 GT, Grand Cayman, Cayman Islands, British West Indies (“AEI”), and AEI (Luxembourg) S.àr.l, a Luxembourg private limited liability company, with its registered office located at 6, rue Adolphe Fischer, L-1520 Luxembourg, registered with the Luxembourg register of commerce and companies under number B 113.997 and having a share capital of EUR 12,500 (“AEI Lux” and, together with AEI, the “Parties”).
