ex4-1.htm


    Exhibit
      4.1

     

     

     

     

    SUPPLEMENTAL
      INDENTURE

    


    SUPPLEMENTAL
      INDENTURE dated as of August 1, 2007 (the “Supplemental Indenture”), by and
      among MxEnergy Holdings Inc., a Delaware corporation (the “Company”), the
      guarantors party hereto (the “Guarantors”) and Law Debenture Trust Company of
      New York, as trustee (the “Trustee”), to the Indenture, dated as of August 4,
      2006 (the “Indenture”), by and among the Company, the guarantors party thereto
      (the “Initial Guarantors”), Deutsche Bank Trust Company Americas, as paying
      agent and registrar, and the Trustee.  Capitalized terms used in this
      Supplemental Indenture and not otherwise defined herein shall have the meanings
      assigned to such terms in the Indenture.

     

    WITNESSETH:

     

    WHEREAS,
      the Company, the Initial Guarantors and the Trustee have heretofore executed
      and
      delivered the Indenture providing for the issuance of Floating Rate Senior
      Notes
      due 2011 (the “Notes”) of the Company;

     

    WHEREAS,
      Section 9.2 of the Indenture provides that the Company, the Trustee and the
      Guarantors may, with the consent of the Holders of at least a majority in
      principal amount of the Notes then outstanding (including consents obtained
      in
      connection with a tender offer for the Notes), amend or supplement the Indenture
      and/or the Notes;

     

    WHEREAS,
      the Company has offered to purchase for cash any and all of the outstanding
      Notes upon the terms and subject to the conditions set forth in the Amended
      and
      Restated Offer to Purchase and Consent Solicitation Statement, dated July 30,
      2007, as the same may be amended, supplemented or modified (the
“Offer”);

     

    WHEREAS,
      the Offer is conditioned upon, among other things, the proposed amendments
      (the
“Proposed Amendments”) to the Indenture set forth herein having been approved by
      at least a majority in aggregate principal amount of the Notes outstanding,
      with
      Article I of this Supplemental Indenture becoming operative with respect to
      the
      Indenture upon the date hereof and Article II of this Supplemental Indenture
      becoming operative with respect to the Indenture upon the acceptance for payment
      of Notes representing a majority in aggregate principal amount of the
      outstanding Notes pursuant to the Offer (the “Acceptance”);

     

    WHEREAS,
      the Company has received and delivered to the Trustee the requisite consents
      to
      effect the Proposed Amendments under the Indenture;

     

    WHEREAS,
      the Company has been authorized by a resolution of its Board of Directors to
      enter into this Supplemental Indenture; and

     


    
      
         

      

      
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    WHEREAS,
      all other acts and proceedings required by law, by the Indenture and the amended
      and restated certificate of incorporation and amended restated by-laws of the
      Company to make this Supplemental Indenture a valid and binding agreement of
      the
      Company for the purposes expressed herein, in accordance with its terms, have
      been duly done and performed;

     

    NOW
      THEREFORE, in consideration of the premises and the covenants and agreements
      contained herein, and for other good and valuable consideration the receipt
      of
      which is hereby acknowledged, and for the equal and proportionate benefit of
      the
      Holders of the Notes, the Company, the Guarantors and the Trustee hereby agree
      as follows:

     

    Article
      I.

     

    Amendments
      to the Indenture

     

    1.1           Defined
      Terms.  As used in this Supplemental Indenture, terms defined in
      the Indenture or in the preamble or recital hereto are used herein as therein
      defined.  The words “herein,” “hereof” and “hereby” and other words of
      similar import used in this Supplemental Indenture refer to this Supplemental
      Indenture as a whole and not to any particular section hereof.

     

    1.2           Amendment
      of Section 1.1.   Section 1.1 of the Indenture is hereby
      amended to include the following terms in alphabetical order with the other
      terms appearing within Section 1.1 of the Indenture:

     

    ““Additional
      Exchange Offer” means the offer made by the Company to exchange Series A Notes
      for Series B Notes pursuant to Section 4.20 of this Indenture.

     

    “Additional
      Exchange Offer Registration Statement” means a Registration Statement on an
      appropriate registration form with respect to a registered offer to exchange
      any
      and all of the Registrable Notes for a like aggregate principal amount of the
      Exchange Notes.

     

    “Additional
      Interest” has the meaning set forth in Section 4.20(m) hereof.

     

    “Applicable
      Period” has the meaning set forth in Section 4.20(f) hereof.

     

    “Current
      Exchange Offer” means the offer made by the Company to exchange Series A Notes
      for Series B Notes pursuant to the Registration Statement on Form S-4
      (Registration No. 333-138425) filed with the Commission on November 3, 2006,
      as
      amended.

     


    
      
         

      

      
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     “Effectiveness
      Date” means the 90th day after the Termination Date; provided, however,
      that if the Effectiveness Date would otherwise fall on a day that is not a
      Business Day, then the Effectiveness Date shall be the next succeeding Business
      Day.

     

    “Effectiveness
      Period” has the meaning set forth in Section 4.20(l)(ii) hereof.

     

    “Event
      Date” has the meaning set forth in Section 4.20(n) hereof.

     

    “Exchange
      Offer” means (i) the Current Exchange Offer or (ii) the Additional Exchange
      Offer.

     

    “Exchange
      Notes” means the Floating Rate Senior Notes due 2011 issued in exchange for the
      Initial Notes, which Exchange Notes are registered under the Securities Act
      and
      issued pursuant to (i) the terms of a certain registration rights agreement
      dated as of August 4, 2006 by and among the Company, the Guarantors and the
      initial purchasers named therein; or (ii) the terms of Section 4.20 of this
      Indenture.

     

    “Filing
      Date” means the 45th day following the Termination Date; provided, however,
that if the Filing Date would otherwise fall on a day that is not
      a
      Business Day, then the Filing Date shall be the next succeeding Business
      Day.

     

    “Offer”
      means the Company’s offer to purchase for cash any and all of its outstanding
      Notes upon the terms and subject to the conditions set forth in the Amended
      and
      Restated Offer to Purchase and Consent Solicitation Statement, dated as of
      July
      30, 2007, and in the related Letter of Transmittal and Consent.

     

    “Participating
      Broker-Dealer” means any broker-dealer that is the “beneficial owner” (as
      defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by
      such
      broker-dealer in the Additional Exchange Offer.

     

    “Prospectus”
      means the prospectus included in any Registration Statement (including, without
      limitation, any prospectus subject to completion and a prospectus that includes
      any information previously omitted from a prospectus filed as part of an
      effective registration statement in reliance upon Rule 430A under the
      Securities Act and any term sheet filed pursuant to Rule 434 under the
      Securities Act), as amended or supplemented by any prospectus supplement, and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    “Registrable
      Notes” means each Note (and the related Guarantees) upon its original issuance
      and at all times subsequent thereto, each Exchange Note (and the related
      Guarantees) as to which Section 4.20(k)(iii) hereof is applicable upon
      original issuance and at all times subsequent thereto, until, in each case,
      the
      earliest to occur of

     


    
      
         

      

      
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    (i) a
      Registration Statement (other than, with respect to any Exchange Note as to
      which Section 4.20(k)(iii) hereof is applicable, the Additional Exchange
      Offer Registration Statement) covering such Note or Exchange Note has been
      declared effective by the Commission and such Note or Exchange Note (and the
      related Guarantees), as the case may be, has been disposed of in accordance
      with
      such effective Registration Statement, (ii) such Note has been exchanged
      pursuant to the Additional Exchange Offer for an Exchange Note (and the related
      Guarantees) that may be resold without restriction under state and federal
      securities laws, (iii) such Note or Exchange Note (and the related
      Guarantees), as the case may be, ceases to be outstanding for purposes of the
      Indenture or (iv) such Note or Exchange Note (and the related Guarantees),
      as the case may be, may be resold without restriction pursuant to
      Rule 144(k) (as amended or replaced) under the Securities Act.

     

    “Registration
      Rights Agreement” means that certain Registration Rights Agreement, dated as of
      August 4, 2006, by and among the Company, the Guarantors and Deutsche Bank
      Securities Inc. and Morgan Stanley & Co. Incorporated.

     

    “Registration
      Statement” means any registration statement of the Company and the Guarantors
      that covers any of the Notes or the Exchange Notes (and the related guarantees,
      if any) filed with the Commission under the Securities Act, including the
      Prospectus, amendments and supplements to such registration statement or
      Prospectus, including post-effective amendments, all exhibits, and all material
      incorporated by reference or deemed to be incorporated by reference in such
      registration statement.

     

    “Shelf
      Notice” has the meaning set forth in Section 4.20(k) hereof.

     

    “Shelf
      Registration” has the meaning set forth in Section 4.20(l) hereof.

     

    “Solicitation”
      means Company’s solicitation of consents from the Holders of the Notes to the
      adoption of proposed amendments to the Indenture upon the terms and subject
      to
      the conditions set forth in the Amended and Restated Offer to Purchase and
      Consent Solicitation Statement, dated as of July 30, 2007, and in the related
      Letter of Transmittal and Consent.

     

    “Termination
      Date” means the date, if any, that the Offer and the Solicitation are terminated
      by the Company.”

     

    1.3           Amendment
      of Article IV.  Article IV of the Indenture is hereby amended by
      adding the following covenant immediately after Section 4.19 of the
      Indenture:

     

    “Section
      4.20.  Registration Rights.

     


    
      
         

      

      
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    (a)           If
      the Company terminates the Offer and the Solicitation after consummation of
      the
      Current Exchange Offer, then, unless the Additional Exchange Offer would violate
      applicable law or any applicable interpretation of the staff of the Commission,
      the Company and the Guarantors shall use their commercially reasonable efforts
      to file with the Commission, no later than the Filing Date, an Additional
      Exchange Offer Registration Statement to exchange any and all of the Registrable
      Notes for a like aggregate principal amount of the Exchange Notes guaranteed
      by
      the Guarantors that are identical in all material respects to the Initial Notes,
      except that (i) the Exchange Notes shall contain no restrictive legend thereon
      and (ii) the Exchange Notes shall not be entitled to any of the rights set
      forth
      in Section 4.20(m) hereof, and that are entitled to the benefits of the
      Indenture, which shall be qualified under the TIA.  The Additional
      Exchange Offer shall comply in all material respects with all applicable tender
      offer rules and regulations under the Exchange Act and other applicable
      laws.  The Company and the Guarantors shall (x) use their
      commercially reasonable efforts to cause the Additional Exchange Offer
      Registration Statement to be declared effective under the Securities Act on
      or
      before the Effectiveness Date; (y) keep the Additional Exchange Offer open
      for at least 30 days (or longer if required by applicable law) after the date
      that notice of the Additional Exchange Offer is mailed to Holders; and
      (z) consummate the Additional Exchange Offer on or prior to the 120th day
      following the Termination Date; provided, however, that if
      such 120th day would otherwise fall on a day that is not a Business Day, then
      such Additional Exchange Offer must be consummated not later than the next
      succeeding Business Day.

     

    (b)           Each
      Holder (including, without limitation, each Participating Broker-Dealer) who
      participates in the Additional Exchange Offer will be required to represent
      to
      the Company and the Guarantors in writing (which may be contained in the
      applicable letter of transmittal) that:  (i) any Exchange Notes
      acquired in exchange for Registrable Notes tendered are being acquired in the
      ordinary course of business of the Person receiving such Exchange Notes, whether
      or not such recipient is such Holder itself; (ii) at the time of the
      commencement or consummation of the Additional Exchange Offer neither such
      Holder nor, to the actual knowledge of such Holder, any other Person receiving
      Exchange Notes from such Holder has an arrangement or understanding with any
      Person to participate in the “distribution” (within the meaning of the
      Securities Act) of the Exchange Notes in violation of the provisions of the
      Securities Act; (iii) neither the Holder nor, to the actual knowledge of
      such Holder, any other Person receiving Exchange Notes from such Holder is
      an
“affiliate” (as defined in Rule 405) of the Company or, if it is an
      affiliate of the Company, it will comply with the registration and prospectus
      delivery requirements of the Securities Act to the extent applicable and will
      provide information to be included in the Shelf Registration Statement in
      accordance with Section 5 of the Registration Rights Agreement in order to
      have
      their Notes included in the Shelf Registration Statement and benefit from the
      provisions regarding Additional Interest in Section 4.20(m) hereof;
      (iv) neither such Holder nor, to the actual knowledge of such Holder, any
      other Person receiving Exchange Notes from such Holder is engaging in or


     


    
      
         

      

      
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    intends
      to engage in a distribution of the Exchange Notes; and (v) if such Holder
      is a Participating Broker-Dealer, such Holder has acquired the Registrable
      Notes
      as a result of market-making activities or other trading activities and that
      it
      will comply with the applicable provisions of the Securities Act (including,
      but
      not limited to, the prospectus delivery requirements thereunder) in connection
      with any resale of the Exchange Notes.

     

    (c)           Upon
      consummation of the Additional Exchange Offer in accordance with this
      Section 4.20, the provisions of this Section 4.20 shall continue to apply
      solely with respect to Registrable Notes that are Exchange Notes as to which
      Section 4.20(k)(iii) hereof is applicable and Exchange Notes held by
      Participating Broker-Dealers, and the Company and the Guarantors shall have
      no
      further obligation to register Registrable Notes (other than Exchange Notes
      as
      to which Section 4.20(k)(iii) hereof applies) pursuant to
      Section 4.20(l) hereof.

     

    (d)           No
      securities other than the Exchange Notes shall be included in the Additional
      Exchange Offer Registration Statement.

     

    (e)           The
      Company and the Guarantors shall include within the Prospectus contained in
      the
      Additional Exchange Offer Registration Statement a section entitled “Plan of
      Distribution” which shall contain a summary statement of the positions taken or
      policies made by the staff of the Commission with respect to the potential
      “underwriter” status of any Participating Broker-Dealer, whether such positions
      or policies have been publicly disseminated by the staff of the Commission
      or
      such positions or policies represent the prevailing view of the staff of the
      Commission.  Such “Plan of Distribution” section shall also expressly
      permit, to the extent permitted by applicable policies and regulations of the
      Commission, the use of the Prospectus by all Persons subject to the prospectus
      delivery requirements of the Securities Act, including, to the extent permitted
      by applicable policies and regulations of the Commission, all Participating
      Broker-Dealers, and include a statement describing the means by which
      Participating Broker-Dealers may resell the Exchange Notes in compliance with
      the Securities Act.

     

    (f)           The
      Company and the Guarantors shall use their commercially reasonable efforts
      to
      keep the Additional Exchange Offer Registration Statement effective and to
      amend
      and supplement the Prospectus contained therein in order to permit such
      Prospectus to be lawfully delivered by all Persons subject to the prospectus
      delivery requirements of the Securities Act for such period of time as is
      necessary to comply with applicable law in connection with any resale of the
      Exchange Notes; provided, however, that such period shall not
      be required to exceed 30 days or such longer period if extended pursuant to
      the
      last paragraph of Section 5 of the Registration Rights Agreement (the
“Applicable Period”).

     


    
      
         

      

      
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    (g)           In
      addition to the provisions set forth elsewhere in this Section 4.20, in
      connection with the Additional Exchange Offer, the Company and the Guarantors
      shall:

     

    (1)           mail,
      or cause to be mailed, to each Holder of record entitled to participate in
      the
      Additional Exchange Offer a copy of the Prospectus forming part of the
      Additional Exchange Offer Registration Statement, together with an appropriate
      letter of transmittal and related documents;

     

    (2)           utilize
      the services of a depositary for the Additional Exchange Offer with an address
      in the Borough of Manhattan, The City of New York;

     

    (3)           permit
      Holders to withdraw tendered Notes at any time prior to the close of business,
      New York time, on the last Business Day on which the Additional Exchange Offer
      remains open; and

     

    (4)           otherwise
      comply in all material respects with all applicable laws, rules and
      regulations.

     

    (h)           As
      soon as practicable after the close of the Additional Exchange Offer, the
      Company and the Guarantors shall:

     

    (1)           accept
      for exchange all Registrable Notes validly tendered and not validly withdrawn
      pursuant to the Additional Exchange Offer;

     

    (2)           cause
      the depositary for the Additional Exchange Offer to deliver to the Trustee
      for
      cancellation all Registrable Notes so accepted for exchange; and

     

    (3)           cause
      the Trustee to authenticate and deliver promptly to each Holder of Notes or
      Exchange Notes, as the case may be, equal in principal amount to the Notes
      of
      such Holder so accepted for exchange; provided that, in the case of any
      Notes held in global form by a depositary, authentication and delivery to such
      depositary of one or more replacement Notes in global form in an equivalent
      principal amount thereto for the account of such Holders in accordance with
      the
      Indenture shall satisfy such authentication and delivery
      requirement.

     

                                    
(i)           The
      Additional Exchange Offer shall not be subject to any conditions, other than
      that (i) the Additional Exchange Offer or the making of any exchange by a
      Holder, as the case may be, does not violate applicable law or any applicable
      interpretation of the staff of the Commission; (ii) no action or proceeding
      shall 

    
 

    
      
         

      

      
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    have
      been
      instituted or threatened in any court or by any governmental agency with respect
      to the Additional Exchange Offer which might materially impair the ability
      of
      the Company and the Guarantors to proceed with the Additional Exchange Offer,
      (iii) no material adverse development shall have occurred in any existing
      action or proceeding with respect to the Company and the Guarantors;
      (iv) all governmental approvals shall have been obtained, which approvals
      the Company and the Guarantors deem necessary for the consummation of the
      Additional Exchange Offer; (v) the tender of Registrable Notes shall be
      made in accordance with the Additional Exchange Offer; and (vi) each Holder
      of Registrable Securities exchanged in the Additional Exchange Offer shall
      have
      made all of the representations required to be made pursuant to Section 4.20(b)
      hereof.

     

    (j)           The
      Exchange Notes shall be issued under (i) the Indenture or (ii) an
      indenture identical in all material respects to the Indenture, with such changes
      as are necessary to comply with the requirements of the Commission to effect
      or
      maintain the qualification thereof under the TIA, and which, in either case,
      has
      been qualified under the TIA or is exempt from such qualification and shall
      provide that the Exchange Notes shall not be subject to the transfer
      restrictions set forth in the Indenture.

     

    (k)           If,
      (i) because of any change in law or in currently prevailing interpretations
      of the staff of the Commission, the Company and the Guarantors are not permitted
      to effect the Additional Exchange Offer, (ii) the Additional Exchange Offer
      is not consummated within 120 days of the Termination Date; provided,
however, that if such 120th
      day would
      otherwise fall on a day that is not a Business Day then such Additional Exchange
      Offer must be consummated not later than the next succeeding Business Day or
      (iii) in the case of any Holder that participates in the Additional
      Exchange Offer, such Holder does not receive Exchange Notes on the date of
      the
      exchange that may be sold without restriction under state and federal securities
      laws (other than due solely to the status of such Holder as an affiliate of
      the
      Company or the Guarantors within the meaning of the Securities Act) and so
      notifies the Company within 30 days after such Holder first becomes aware of
      such restrictions, in the case of each of clauses (i) to and including (iii)
      of
      this sentence, then the Company and the Guarantors shall promptly deliver to
      the
      Holders and the Trustee written notice thereof (the “Shelf Notice”) and shall
      file a Shelf Regis­tration pursuant to Section 4.20(l)
      hereof.

     

    (l)           If
      a Shelf Notice is delivered as contemplated by Section 4.20(k) hereof,
      then:

     

                                                   (i)           The
      Company and the Guarantors shall as promptly as practicable file with the
      Commission a Registration Statement for an offering to be made on a continuous
      basis pursuant to Rule 415 covering all of the Registrable Notes (the “Shelf
      Registration”).  The Company and the Guarantors shall use their
      commercially reasonable efforts to file with the Commission the Shelf
      Registration as promptly as practicable.  The Shelf Registration shall
      be on Form S-1 or another appropriate form 

    
 

    
      
         

      

      
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    permitting
      registration of such Registrable Notes for resale by Holders in the manner
      or
      manners designated by Holders of a majority of the aggregate principal amount
      of
      such Registrable Notes participating in the Shelf Registration (including,
      without limitation, one or more underwritten offerings).  The Company
      and the Guarantors shall not permit any securities other than the Registrable
      Notes and the Guarantees to be included in the Shelf Registration.

     

    (ii)           The
      Company and the Guarantors shall use their commercially reasonable efforts
      to
      cause the Shelf Registration to be declared effective under the Securities
      Act
      on or prior to the Effectiveness Date and to keep the Shelf Registration
      continuously effective under the Securities Act until the date that is two
      years
      from the Issue Date or such shorter period ending when all Registrable Notes
      covered by the Shelf Registration have been sold or cease to be outstanding
      in
      the manner set forth and as contemplated in the Shelf Registration (the
“Effectiveness Period”); provided, however, that the
      Effectiveness Period in respect of the Shelf Registration shall be extended
      to
      the extent required to permit dealers to comply with the applicable
      pro­spectus delivery requirements of Rule 174 under the Securities Act
      and as otherwise provided herein and shall be subject to reduction to the extent
      that the applicable provisions of Rule 144(k) are amended or revised to
      reduce the two year holding period set forth therein.

     

                   
      (iii)           If the
      Shelf Registration ceases to be effective for any reason at any time during
      the
      Effectiveness Period (other than because of the sale of all of the Notes
      registered thereunder), the Company and the Guarantors shall use their
      commercially reasonable efforts to obtain the prompt withdrawal of any order
      suspending the effectiveness thereof, and in any event shall within 30 days
      of such cessation of effectiveness amend such Shelf Registration Statement
      in a
      manner to obtain the withdrawal of the order suspending the effectiveness
      thereof.

     

    (iv)           The
      Company and the Guarantors shall promptly supplement and amend the Shelf
      Registration if required by the rules, regulations or instructions applicable
      to
      the registration form used for such Shelf Registration, if required by the
      Securities Act, or if reasonably requested by the Holders of a majority in
      aggregate principal amount of the Registrable Notes (or their counsel) covered
      by such Registration Statement with respect to the information included therein
      with respect to one or more of such Holders, or by any underwriter of such
      Registrable Notes with respect to the information included therein with respect
      to such underwriter.

     

                                                    (v)           Each
      Holder of Registrable Securities agrees that, upon receipt of any notice from
      the Company or any Guarantor of the happening of any event of the kind described
      in Section 5(c)(ii), 5(c)(iv)or 5(c)(v) of the Registration Rights Agreement,
      such Holder will forthwith discontinue disposition of Registrable Securities
      pursuant to the Shelf Registration until such Holder’s receipt of the copies of
      the 

    
 

    
      
         

      

      
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    supplemented
      or amended Prospectus contemplated by Section 5(j) of the Registration Rights
      Agreement and, if so directed by the Company or any Guarantor, such Holder
      will
      deliver to the Company and the Guarantors all copies in its possession, other
      than permanent file copies then in such Holder’s possession, of the Prospectus
      covering such Registrable Securities that is current at the time of receipt
      of
      such notice.  If the Company or any Guarantor shall give any notice
      pursuant to this Section 4.20(l)(v) to delay or suspend the disposition of
      Registrable Securities pursuant to a Shelf Registration, the Company and the
      Guarantors shall extend the period during which such Shelf Registration shall
      be
      maintained effective pursuant to this Indenture by the number of days during
      the
      period from and including the date of the giving of such notice to and including
      the date when the Holders of such Registrable Securities shall have received
      copies of the supplemented or amended Prospectus necessary to resume such
      dispositions.  The Company and the Guarantors may give any such notice
      only twice during any 365-day period and any such delays and suspensions shall
      not exceed 60 days in the aggregate and there shall not be more than two
      suspensions in effect during any 365-day period.

     

    (m)           The
      Company and the Guarantors agree that the Holders will suffer damages if the
      Company and the Guarantors fail to fulfill their obligations under
      Sections 4.20(a)-(l) hereof and that it would not be feasible to ascertain
      the extent of such damages with precision.  Accordingly, the Company
      and the Guarantors agree that, as liquidated damages, the interest rate on
      the
      Notes will increase (“Additional Interest”) under the circumstances and to the
      extent set forth below (each of which shall be given indepen­dent
      effect):

     

    (i)           if
      (A) neither the Additional Exchange Offer Registration Statement nor the Shelf
      Registration has been filed on or prior to the Filing Date applicable thereto
      or
      (B) notwithstanding that the Company and the Guarantors have consummated or
      will
      consummate the Additional Exchange Offer, the Company and the Guarantors are
      required to file a Shelf Registration and such Shelf Registration is not filed
      on or prior to the Filing Date applicable thereto, then, commencing on the
      day
      after any such Filing Date, Additional Interest shall accrue on the principal
      amount of the Notes at a rate of 0.25% per annum for the first 90 days
      immediately following such applicable Filing Date, and such Additional Interest
      rate shall increase by an additional 0.25% per annum at the beginning of each
      subsequent 90 day period; or

     

    (ii)           if
      (A) neither the Additional Exchange Offer Registration Statement nor the Shelf
      Registration is declared effective by the Commission on or prior to the
      Effectiveness Date applicable thereto or (B) notwithstanding that the
      Company and the Guarantors have consummated or will consummate the Additional
      Exchange Offer, the Company and the Guarantors are required to file a Shelf
      Registration and such Shelf Registration is not declared effective by the
      Commission on or prior to the Effectiveness Date applicable to such Shelf
      Regis­tration, then, commencing on the day after such 

     


    
      
         

      

      
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    Effectiveness
      Date, Additional Interest shall accrue on the principal amount of the Notes
      at a
      rate of 0.25% per annum for the first 90 days immediately following the day
      after such Effectiveness Date, and such Additional Interest rate shall increase
      by an additional 0.25% per annum at the beginning of each subsequent 90 day
      period; or

     

    (iii)           if
      (A) the Company and the Guarantors have not exchanged Exchange Notes for
      all Notes validly tendered in accordance with the terms of the Additional
      Exchange Offer on or prior to the 120th day after the Termination Date;
provided, however, that if such 120th day would otherwise fall
      on a day that is not a Business Day, then such Additional Exchange Offer must
      be
      consummated not later than the next succeeding Business Day; or (B) if
      applicable, a Shelf Registration has been declared effective and such Shelf
      Registration ceases to be effective or usable by the Holders for any reason
      for
      30 days in the aggregate in any consecutive twelve-month period during the
      Effectiveness Period, then Additional Interest shall accrue on the principal
      amount of the Notes at a rate of 0.25% per annum for the first 90 days
      commencing on the (x) 120th day after the Termination Date, in the case of
      (A) above, or (y) the day such Shelf Registration ceases to be effective or
      usable in the case of (B) above, and such Additional Interest rate shall
      increase by an additional 0.25% per annum at the beginning of each such
      subsequent 90 day period;

     

    provided,
      however, that (1) the Additional Interest rate on the Notes may not
      accrue under more than one of the foregoing clauses (i)-(iii) at any one time
      and at no time shall the aggregate amount of Additional Interest accruing exceed
      in the aggregate 1.0% per annum; provided, further,
however, that (1) upon the filing of the applicable Additional
      Exchange Offer Registration Statement or the applicable Shelf Registration
      as
      required hereunder (in the case of clause (i) above of this
      Section 4.20(m)), (2) upon the effectiveness of the Additional
      Exchange Offer Registration Statement or the applicable Shelf Registration
      Statement as required hereunder (in the case of Section 4.20(m)(ii) hereof),
      or
      (3) upon the exchange of the Exchange Notes for all Notes tendered (in the
      case of Section 4.20(m)(iii)(A) hereof), or upon the effectiveness of the
      applicable Shelf Registration Statement which had ceased to remain effective
      (in
      the case of Section 4.20(m)(iii)(B) hereof), Additional Interest on the Notes
      in
      respect of which such events relate as a result of such clause (or the relevant
      subclause thereof), as the case may be, shall cease to
      accrue.  Notwithstanding any other provision of this Section 4.20(m),
      the Company and the Guarantors shall not be obligated to pay Additional Interest
      required by Section 4.20(m)(i)(B), Section 4.20(m)(ii)(B) or Section
      4.20(m)(iii)(B) hereof during any delay or suspension of the effectiveness
      of a
      Shelf Registration pursuant to Section 4.20(l)(v) hereof.

     

                                   
(n)           The Company
      and the Guarantors shall notify the Trustee within three Business Days after
      each and every date on which an event occurs in respect of which Additional
      Interest is required to be paid (an “Event Date”).  Any amounts of
      Additional Interest due pursuant to Section 4.20(m) hereof will be payable
      in
      cash 

    
 

    
      
         

      

      
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    semiannually
      on each February 1 and August 1 (to the holders of record on the January 15
      and
      July 15 immediately preceding such dates), commencing with the first such date
      occurring after any such Additional Interest commences to accrue.  The
      amount of Additional Interest will be determined by multiplying the applicable
      Additional Interest rate by the principal amount of the Registrable Notes,
      multiplied by a fraction, the numerator of which is the number of days such
      Additional Interest rate was applicable during such period (determined on the
      basis of a 360 day year comprised of twelve 30 day months and, in the
      case of a partial month, the actual number of days elapsed), and the denominator
      of which is 360.  No Additional Interest shall accrue with respect to
      Notes that are not Registrable Notes.

     

    (o)           In
      connection with the filing of any Registration Statement pursuant to Sections
      4.20(a)-(l) hereof, the Company and the Guarantors shall comply with the
      provisions set forth in Section 5 of the Registration Rights
      Agreement.”

     

    Article
      II.

     

    Amendments
      to the Indenture and the Notes

     

    2.1           Amendment
      of Sections 3.9 through 3.10.  Sections 3.9 through 3.10 of the
      Indenture, inclusive, are hereby deleted in their entirety and each Section
      is
      replaced with the following: “[intentionally omitted]”.

     

    2.2           Amendment
      of Sections 4.3 through 4.4.  Sections 4.3 through 4.4 of the
      Indenture, inclusive, are hereby deleted in their entirety and each Section
      is
      replaced with the following: “[intentionally omitted]”.

     

    2.3           Amendment
      of Sections 4.7 through 4.12.  Sections 4.7 through 4.12 of the
      Indenture, inclusive, are hereby deleted in their entirety and each Section
      is
      replaced with the following: “[intentionally omitted]”.

     

    2.4           Amendment
      of Sections 4.14 through 4.16.  Sections 4.14 through 4.16 of the
      Indenture, inclusive, are hereby deleted in their entirety and each Section
      is
      replaced with the following: “[intentionally omitted]”.

     

    2.5           Amendment
      of Sections 4.18 through 4.19.  Sections 4.18 through 4.19 of the
      Indenture, inclusive, are hereby deleted in their entirety and each Section
      is
      replaced with the following: “[intentionally omitted]”.

     

    2.6           Amendment
      of Section 5.1.  Section 5.1(a)(2)-(4), Section 5.1(c)(3)-(4) and
      the last paragraph of Section 5.1 of the Indenture are hereby deleted in its
      entirety and is replaced with the following: “[intentionally
      omitted]”.

     


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      2.7           Amendment
        of Section 6.1.  Sections 6.1(c)-(e) of the Indenture are hereby
        deleted in their entirety and replaced with the following: “[intentionally
        omitted]”.

       

    

    2.8           Amendment
      of Defined Terms.  All terms defined in Sections 1.1 and 1.2 of
      the Indenture and contained in the Articles, Sections and Clauses of the
      Indenture deleted pursuant to Sections 2.1 through 2.7, inclusive, of this
      Supplemental Indenture, but not otherwise used elsewhere in the Indenture,
      are
      hereby deleted in their entirety.

     

    2.9           Amendment
      of Section References.  All references in the Indenture to the
      Articles, Sections and Clauses of the Indenture deleted pursuant to this Article
      II of this Supplemental Indenture are hereby deleted in their
      entirety.

     

    2.10           Amendment
      to Notes.  The Notes are hereby amended to delete all provisions
      inconsistent with the amendments to the Indenture effected by this Article
      II of
      this Supplemental Indenture.

     

    Article
      III.

     

    Effectiveness

     

    3.1           Effectiveness
      of this Supplemental Indenture.  This Supplemental Indenture is
      entered into pursuant to and consistent with Section 9.2 of the Indenture,
      and
      nothing herein shall constitute a waiver, amendment, modification or deletion
      of
      the Indenture requiring the approval of each Holder affected thereby pursuant
      to
      clauses (1) through (8) of the second paragraph of Section 9.2 of the
      Indenture.  Upon the execution of this Supplemental Indenture by the
      Company, the Guarantors and the Trustee, the Indenture shall be amended and
      supplemented in accordance herewith, and this Supplemental Indenture shall
      form
      a part of the Indenture for all purposes and each Holder shall be bound thereby;
      provided, however, that the provisions of the Indenture referred
      to in Article II above (such provisions being referred to as the “Article II
      Provisions”) will remain in effect in the form they existed prior to the
      execution of this Supplemental Indenture, and the waivers, amendments,
      modifications and deletions to the Article II Provisions will not become
      operative, and the terms of the Indenture will not be waived, amended, modified
      or deleted, in each case, until the Acceptance.

     

    Article
      IV.

     

    Miscellaneous

     

    4.1           Continuing
      Effect of the Indenture.  Except as expressly provided herein, all
      of the terms, provisions and conditions of the Indenture and the Notes
      outstanding thereunder shall remain in full force and effect.

     

     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    
      4.2           Reference
        and Effect on the Indenture.  On and after the Acceptance, each
        reference in the Indenture to “the Indenture,” “this Indenture,” “hereunder,”
“hereof” or “herein” shall mean and be a reference to the Indenture as
        supplemented by this Supplemental Indenture, unless the context otherwise
        requires.

    

     

    4.3           Trust
      Indenture Act Controls.  If any provision of this Supplemental
      Indenture limits, qualifies or conflicts with a provision of the TIA or another
      provision that would be required or deemed under such Act to be part of and
      govern this Supplemental Indenture if this Supplemental Indenture were subject
      thereto, the latter provision shall control.  If any provision of this
      Supplemental Indenture modifies or excludes any provisions of the TIA that
      may
      be so modified or excluded, the latter provision shall be deemed to apply to
      this Supplemental Indenture as so modified or excluded, as the case may
      be.

     

    4.4           Governing
      Law.  THE VALIDITY AND INTERPRETATION OF THIS SUPPLEMENTAL
      INDENTURE, THE INDENTURE, THE GUARANTEES, IF ANY, AND THE NOTES SHALL BE
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
      BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
      EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
      THEREBY.  EACH PARTY HERETO AGREES TO SUBMIT TO THE JURISDICTION OF
      ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
      NEW
      YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
      NEW
      YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
      TO
      THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE GUARANTEES, IF ANY, AND THE
      NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
      GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS IN RESPECT
      OF SUCH SUIT OR ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES AND THE
      GUARANTEES.  EACH OF THE TRUSTEE, THE COMPANY AND ANY GUARANTOR
      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER
      APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
      HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
      IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
      IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  Nothing
      herein shall affect the right of the Trustee or any Holder of the Notes to
      serve
      process in any other manner permitted by law or to commence legal proceedings
      or
      otherwise proceed against the Company or any Guarantor in any other
      jurisdiction.

     


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    4.5           Separability.  In
      case any provision of this Supplemental Indenture shall be invalid, illegal
      or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    4.6           Counterpart
      Originals.  The parties may sign any number of copies of this
      Supplemental Indenture.  Each signed copy shall be an original, but
      all of them together represent the same agreement.

     

    4.7           Headings.  The
      headings of the Articles and Sections of this Supplemental Indenture, which
      have
      been inserted for convenience of reference only, are not intended to be
      considered a part of this Supplemental Indenture and shall in no way modify
      or
      restrict any of the terms or provisions hereof.

     

    


     


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be
      duly
      executed as of the date first written above.

     

     

     

     

    
      	 	MXENERGY
              HOLDINGS
              INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 
Jeffrey
              Mayer	 
	 	 	Name: 
              Jeffrey Mayer	 
	 	 	Title: 
              President and CEO	 
	 	  	 
	 	 	 
	 	 	 
	 	MXENERGY
              CAPITAL HOLDINGS CORP.	 
	 	MXENERGY
              CAPITAL CORP.	 
	 	ONLINE
              CHOICE INC.	 
	 	MXENERGY
              GAS CAPITAL HOLDINGS CORP.	 
	 	MXENERGY
              ELECTRIC CAPITAL HOLDINGS CORP.	 
	 	MXENERGY
              SERVICES INC.	 
	 	INFOMETER.COM
              INC.	 
	 	MXENERGY
              GAS CAPITAL CORP.	 
	 	MXENERGY
              ELECTRIC CAPITAL CORP.	 
	 	MXENERGY
              INC.	 
	 	MXENERGY
              ELECTRIC INC.	 
	 	 	 



     

     

     

    
      	 	 	 	 	 
	
               

            	 	By:	
              /s/ 
Jeffrey
                Mayer

            	 
	
               

            	 	 	
              Name: 
                Jeffrey Mayer

            	 
	
               

            	 	 	
              Title: 
                President and CEO 

            	 


    

     

    
      	
            	LAW
              DEBENTURE
              TRUST COMPANY OF NEW YORK,
as Trustee	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 
James
              D.
              Heaney	 
	 	 	Name: 
James
              D. Heaney	 
	 	 	Title: 
Vice
              President	 


    

     


    
      
         

      

      
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