0000950123-10-030967 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2010 • Aei • Natural gas transmisison & distribution

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of January 1, 2010, is by and between AEI, a Cayman Islands company (the “Company”), and the officer or director of the Company whose name appears on the signature page of this Agreement (“Indemnitee”).

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AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholder Agreements • March 31st, 2010 • Aei • Natural gas transmisison & distribution • New York

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.

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