Exhibit 10.2


 


SIXTH AMENDMENT TO

MASTER TRANSACTION AGREEMENT


 


This Sixth
Amendment to Master Transaction Agreement (this “Amendment”), dated as
of November 5, 2008 (the “Amendment Date”), by and among MXenergy
Inc., a Delaware corporation (the “Counterparty”), MXenergy Holdings
Inc. and certain Subsidiaries thereof, as guarantors (collectively, the “Guarantors”),
and Société Générale, as hedge provider (the “Hedge Provider”).


 


PRELIMINARY STATEMENTS


 


A.            Reference is made to each of (i) the
Master Transaction Agreement, dated as of August 1, 2006 (as amended by (A) the
First Amendment to Master Transaction Agreement dated as of April 6, 2007,
(B) the Second Amendment to Master Transaction Agreement dated as of December 17,
2007, (C) the Third Amendment to Master Transaction Agreement dated as of May 12,
2008, (D) the Fourth Amendment to Master Transaction Agreement dated as of
July 31, 2008, and (E) the Fifth Amendment to Master Transaction
Agreement dated as of September 30, 2008, collectively, the “Master Transaction
Agreement”), among the Counterparty, the Guarantors and the Hedge Provider,
(ii) the ISDA Master Agreement (as defined in the Master Transaction
Agreement) and (iii) the Credit Agreement (as defined in the Master
Transaction Agreement);


 


B.            The Counterparty and the Guarantors
have informed the Hedge Provider that the Specified Events of Default (as
defined in Section 2 herein) will occur under the Master Transaction
Agreement and under the ISDA Master Agreement and that the Financial Covenant
Defaults (as defined in Section 2 herein) may or will occur under the
Master Transaction Agreement and under the Credit Agreement;


 


C.            The Counterparty and the Guarantors have requested that the Hedge Provider
amend the Master Transaction Agreement and the ISDA Master Agreement and
conditionally waive the Specified Events of Default and the Financial Covenant
Defaults as set forth herein;


 


D.            The Hedge Provider is willing to
amend the Master Transaction Agreement and conditionally waive the Specified
Events of Default and the Financial Covenant Defaults on the terms and
conditions set forth herein; and


 


E.             The Hedge Provider and the
Counterparty have agreed to certain other matters relating to the foregoing as
set forth herein.


 


AGREEMENT


 


NOW THEREFORE,
in consideration of the premises and the covenants and agreements contained
herein, the parties hereto hereby agree as follows:


 


Section 1.               Definitions.  Capitalized terms used but not defined herein
shall have the meanings specified in the Master Transaction Agreement or in the
ISDA Master Agreement (as applicable).


 


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Section 2.               Conditional Waivers of
Specified Events of Default and Financial Covenant Defaults.


 


(a)           The Counterparty and the Guarantors
hereby acknowledge and agree that the Counterparty will fail to make all or a
material portion of certain scheduled payments that will be due and owing by
the Counterparty to the Hedge Provider on November 5, 2008 and November 10,
2008 under and in respect of existing Hedging Transactions entered into under
the Master Transaction Agreement and the ISDA Master Agreement, each such
payment being more fully described on Schedule I hereto (each, a “Specified
Payment”) and, as a result thereof, Specified Events will occur under the
Master Transaction Agreement and Events of Default will occur under the ISDA
Master Agreement (the Specified Events and Events of Default described in this Section 2
being referred to herein collectively as the “Specified Events of Default”).  The Counterparty and Guarantors shall provide
to Hedge Provider a certification of listing each of the Specified Events of
Default prior to the execution of this Amendment and shall promptly deliver
additional certifications as needed from time to time to ensure the accuracy of
this information at all times. The Counterparty and the Guarantors hereby
further acknowledge and agree that one or more Events of Default (as defined in
the Credit Agreement), Specified Events and Events of Default have occurred or will
occur under [Sections 6.21 and/or 6.22] of the Credit Agreement and Section 6.01
of the Master Transaction Agreement as a result of breaches of the financial
covenants specified therein arising from negative changes in Consolidated
EBITDA (as defined in the Credit Agreement), as reflected in the consolidated
financial statements of the Transaction Parties for the period of September 1
- 30, 2008, delivered (or to be delivered) by the Counterparty to the Hedge
Provider in accordance with Section 5.06(b) of the Master Transaction
Agreement which negative changes in Consolidated EBITDA have been disclosed by
the Counterparty to the Hedge Provider (each, a “Financial Covenant Default”).


 


(b)           The Hedge Provider hereby agrees to
conditionally waive, effective as of the Amendment Effective Date, each
Specified Event of Default, provided that such waiver shall remain in
effect only if and to the extent that (i) the Counterparty pays each
Specified Payment to the Hedge Provider 
in cash and in immediately available funds, together with interest on
each Specified Payment determined at the Default Rate from (and including) the
original date such Specified Payment was due and owing to the Hedge Provider to
(but excluding) the date on which such Specified Payment is actually made to
the Hedge Provider, no later than 4:00 p.m. Eastern Standard Time on November 14,
2008 (the “Deferred Payment Date”), (ii) the Counterparty pays the
Hedge Provider all Management Fees when due and payable under the Master
Transaction Agreement, (iii) other than the Specified Events of Default,
no Specified Event, and no Event of Default or Termination Event on the part of
any Transaction Party, or any other condition, event or circumstance which with
the passage of time or the giving of notice would become a Specified Event, or
an Event of Default or a Termination Event on the part of any Transaction
Party, exists or occurs under the Master Transaction Agreement or the ISDA
Master Agreement on or before the Deferred Payment Date and (iv) no event
of default, termination event or similar event or circumstance on the part of
any Transaction Party under any Hedge Agreement between any Transaction Party
and any other third party (each, a “Third Party Hedge Agreement Specified
Event”) exists or occurs on or before the Deferred Payment Date.  If any of the conditions described in
subsections (i) through (iv) fail to be or remain satisfied, the
waiver of the Specified Events of Default contained herein shall be revoked,
all Specified Payments described in Schedule 1 shall be immediately due
and payable, 


 


2

















 


notwithstanding any grace
period provided under the ISDA Master Agreement or the Master Transaction
Agreement, and the failure to make such Specified Payments when due shall
constitute an immediate Event of Default under the ISDA Master Agreement and a
Specified Event under the Master Transaction Agreement, in each case without
any grace or notice period (irrespective of any such grace or notice period contained
in the ISDA Master Agreement or the Master Transaction Agreement).


 


(c)           The Hedge Provider agrees to
conditionally waive, effective as of the Amendment Effective Date, the
Financial Covenant Defaults, provided that such waiver shall be
effective and remain in effect only if and to the extent that (i) the
Financial Covenant Defaults existing or arising under the Credit Agreement are
irrevocably and unconditionally waived by the Majority Lenders (as defined in
the Credit Agreement) in an executed written agreement which is in form and
substance satisfactory to the Hedge Provider and an executed copy of which is
received by the Hedge Provider on or before the Deferred Payment Date, (ii) none
of the Administrative Agent nor any Lender under the Credit Agreement, in the
determination of the Hedge Provider in its sole discretion, exercises any right
or remedy under any Loan Document, applicable law, or otherwise, against the
Counterparty, any Guarantor, or any of its or their assets or properties
(including any Collateral) which is or could reasonably be expected to be
adverse to the interests of the Counterparty, any Guarantor or the Hedge
Provider, (iii) the Specified Payments are paid in full to the Hedge
Provider on or prior to 4:00 p.m., Eastern Standard Time on the Deferred
Payment Date and (iv) no Third Party Hedge Agreement Specified Event
exists or occurs on or before the Deferred Payment Date.  If any of the conditions described in
subsections (i) through (iv) fail to be or remain satisfied, any such
Financial Covenant Default exists, the waiver of such Financial Covenant
Default shall be revoked and an immediate Specified Event shall occur and be
continuing under the Master Transaction Agreement and an immediate Event of
Default shall occur and be continuing under the ISDA Master Agreement, in each
case without any grace or notice period (irrespective of any such grace or
notice period contained in the ISDA Master Agreement or the Master Transaction
Agreement).


 


(d)           Notwithstanding the foregoing, the
execution and delivery of this Amendment shall not be deemed to be (x) except
with respect to the Specified Events of Default and the Financial Covenant
Defaults (but in each case only as and to the extent expressly provided
herein), a waiver of, or a consent by the Hedge Provider to, any other
Specified Event, Event of Default or Termination Event which may exist or
hereafter occur under any of the Transaction Documents, (y) a waiver of
any Transaction Party’s liabilities or obligations under any of the Transaction
Documents, or (z) a waiver of any rights, remedies, offsets, claims, or
other causes of action that the Hedge Provider may have under or in connection
with any of the Transaction Documents, any Transaction, applicable law, or
otherwise, all of which the Hedge Provider hereby expressly and specifically
reserves.


 


Section 3.               Amendments to Master
Transaction Agreement.  The Master
Transaction Agreement is hereby amended as follows:


 


(a)           The definition of “Initial Hedging
Facility Collateral Requirement” in Section 1.01 of the Master
Transaction Agreement is hereby amended and restated, effective as of the
Amendment Date, in its entirety to read as follows:


 


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““Initial Hedging Facility Collateral Requirement” means the sum
of (i) the aggregate amount of all cash transferred by the Counterparty to
and held by the Hedge Provider or the Custodian pursuant to the ISDA Credit
Support Annex and subject to a first priority perfected Lien in favor of the
Hedge Provider, plus (ii) the aggregate value of all Collateral
Account Property deposited and maintained in the Collateral Account, valued in
accordance with the ISDA Credit Support Annex and subject to a first priority
perfected Lien in favor of the Hedge Provider, plus (iii) the
aggregate stated face amount(s) of one or more Letter(s) of Credit
issued to and for the benefit of the Hedge Provider and for the account of the
Counterparty in accordance with the ISDA Credit Support Annex, valued in
accordance with the ISDA Credit Support Annex and not subject to any Letter of
Credit Default, which aggregate sums shall on any date be required to be an
aggregate amount equal to at least $25,000,000; provided, however,
that if on any date the aggregate Exposure (as defined in the ISDA Credit
Support Annex) of the Hedge Provider (in its capacity as Secured Party under
the ISDA Credit Support Annex) under the ISDA Credit Support Annex for all
Hedging Transactions in effect on such date (as determined by the Hedge Provider)
is equal to or greater than $25,000,000 (any such date, an “Excess Exposure
Date”), then such aggregate sums shall on, from and after such date be
required to be an aggregate amount equal to at least $35,000,000 (the “Adjusted
Hedging Facility Collateral Requirement”); provided  further, however,
that if at any time after the occurrence of any Excess Exposure Date, the
aggregate Exposure (as defined in the ISDA Credit Support Annex) of the Hedge
Provider (in its capacity as Secured Party under the ISDA Credit Support Annex)
under the ISDA Credit Support Annex for all Hedging Transactions in effect (as
determined by the Hedge Provider) is less than $25,000,000 for a period of four
(4) consecutive Local Business Days (as defined in the ISDA Credit Support
Annex), then the Adjusted Hedging Facility Collateral Requirement shall no
longer apply and the Initial Hedging Facility Collateral Requirement of
$25,000,000 shall apply from and after the Local Business Day immediately
following the conclusion of such four (4) consecutive Local Business Day
period (unless and until the occurrence of any subsequent Excess Exposure Date,
in which and any such case the Adjusted Hedging Facility Collateral Requirement
shall apply in accordance with the immediately preceding proviso).”


 


(b)           Section 1.01 of the Master
Transaction Agreement is hereby further amended, effective as of the Amendment
Date, by adding thereto the following new definition in alphabetical order
therein to read as follows:


 


““Adjusted Hedging Facility
Collateral Requirement” shall have the meaning specified in the definition
of “Initial Hedging Facility Collateral Requirement” in Section 1.01 of
this Agreement.”


 


(c)           Section 6.04(b) is hereby
amended and restated, effective as of the Amendment Date, in full to read as
follows:


 


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“(b) permit the aggregate amount of all Hedging Facility
Collateral to at any time be less than the Initial Hedging Facility Collateral
Requirement or the Adjusted Hedging Facility Collateral Requirement (as
applicable) or”


 


(d)           The Master Transaction Agreement is
hereby further amended, effective as of the Amendment Date, by adding a new Section 9.16
to the end of Article IX thereof to read as follows:


 


(e)           “Section 9.16         Additional Acknowledgments.  The Counterparty and each of the Guarantors
hereby acknowledge and agree as follows: 
(a) the execution, delivery and performance of this Agreement and
the other Transaction Documents and any related Hedge Agreements and any
transactions entered into or services provided in connection with this
Agreement or any other Transaction Document (including, without limitation, for
or in connection with any amendment, waiver or other modification to this
Agreement or any other Transaction Document) are and shall be an arm’s-length
commercial transaction between the Counterparty and (as applicable) the
Guarantors, on the one hand, and the Hedge Provider, on the other hand, and the
Counterparty and each of the Guarantors is capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions
and matters contemplated under this Agreement and the other Transaction
Documents (including, without limitation, any amendment, waiver or other
modification to this Agreement or any other Transaction Document); (b) with
respect to each and every action or undertaking leading to or resulting in the
execution, delivery and performance of this Agreement or any other Transaction
Document, and the entering into or consummation of any transaction or matter
contemplated under this Agreement or any other Transaction Document, the Hedge
Provider is and has been acting and shall act solely as a principal and is not
the financial or other advisor, agent or fiduciary, for the Counterparty, any
of the Guarantors, or any other Person; (c) the Hedge Provider has not
assumed and will not assume any advisory, agency or fiduciary responsibility to
or in favor of the Counterparty or any of the Guarantors with respect to the
execution, delivery or performance of this Agreement or any other Transaction
Document or any of the transactions or matters contemplated under this
Agreement and the other Transaction Documents (including, without limitation,
any amendment, waiver or other modification to this Agreement or any other
Transaction Document) (irrespective of whether the Hedge Provider has advised
or is currently advising the Counterparty or the Guarantors on other
transactions or matters) and the Hedge Provider has and shall have no obligation
to the Counterparty or the Guarantors with respect to any of the transactions
or matters contemplated by this Agreement or any other Transaction Document,
except those obligations expressly set forth in or contemplated by this
Agreement and in the other Transaction Documents; (d) the Hedge Provider
may be engaged in a broad range of transactions and services to or for other
Persons that involve interests which may differ from those of the Counterparty
and the Guarantors, and the Hedge Provider has no obligation to disclose any of
such interests by virtue of any advisory, agency or fiduciary relationship; (e) for
purposes of this Agreement and each other Transaction 


 


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Document and all transactions and matters provided for
or contemplated hereunder or thereunder, Société Générale, as Hedge Provider
hereunder and thereunder, (i) is acting solely in its capacity as Hedge
Provider and is and shall be deemed to be separate and independent in all
respects from Société Générale, in its capacity as Administrative Agent and in
its capacity as a Lender under the Credit Agreement and the other Loan
Documents (as defined in the Credit Agreement), and (ii) is not and shall
not be responsible or liable in any manner whatsoever for and does not have and
shall not have any responsibility or obligation to ascertain or inquire into
any action taken or not taken by the Administrative Agent or any Lender under
or in connection with the Credit Agreement or any other Loan Document (as
defined in Credit Agreement); (f) the Hedge Provider shall not be deemed
to have any knowledge of the occurrence of any Event of Default (as defined in
the Credit Agreement), except to the extent expressly disclosed in writing by
the Counterparty to the Hedge Provider; (g) the Hedge Provider shall not
have any duty or obligation to take (or to refrain from taking) any
discretionary action or to exercise (or to refrain from exercising) any
discretionary right, remedy or power, in each case except as and to the extent
expressly required under this Agreement or any other Transaction Document (provided
that the Hedge Provider shall not be required to take any action or to exercise
any such right, remedy or power that, in its opinion or the opinion of its counsel,
may expose the Hedge Provider to any liability or that is contrary to this
Agreement, any Transaction Document or any Legal Requirement); (h) the
Hedge Provider shall not, except as expressly set forth in this Agreement or in
any other Transaction Document, have any duty to disclose, and shall not be
liable for any failure to disclose, any information relating to the
Counterparty, any Guarantor, this Agreement or any other Transaction Document
to the Administrative Agent or any Lender; (i) the Hedge Provider has not
provided and will not provide any legal, accounting, regulatory or tax advice
with respect to any of this Agreement, any other Transaction Document or any of
the transactions and matters contemplated hereunder or thereunder (including any
amendment, waiver or other modification to this Agreement or any other
Transaction Document) and the Counterparty and each of the Guarantors has
consulted its own legal, accounting, regulatory and tax advisors to the extent
it has deemed appropriate; (j) the Counterparty and the Guarantors hereby
waive and release, to the fullest extent permitted by law, any claims that any
such Person may have against the Hedge Provider with respect to any breach or
alleged breach of agency, advisory or fiduciary duty; and (k) without
limiting the applicability of any other provision of Title 11 of the United
States Code, 11 U.S.C. §§ 101 et. seq., as amended (the “Bankruptcy Code”)
(including, without limitation, Sections 362, 546, 553, 555, 556, 560, 561,
562, 741 and 761 of the Bankruptcy Code and the applicable definitions in Section 101
of the Bankruptcy Code) or any other applicable law, this Agreement and each
Transaction Document is intended to constitute a “swap agreement” and a “master
netting agreement” as defined in Section 101 of the Bankruptcy Code, that
the rights and remedies of the parties under Section 6 of the ISDA Master
Agreement, Section 7.02 of the Master Transaction Agreement, and any other
term or provision in this Agreement and any other Transaction 


 


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Document providing for or requiring the making of
payments, are intended to constitute contractual rights to net, set-off,
terminate, accelerate and liquidate payments and transactions, and that the parties
hereto are entities entitled to the rights under, and protections afforded by,
Sections 362, 546, 553, 555, 556, 560, 561, 562, 741 and 761 of the Bankruptcy
Code and the applicable definitions in Section 101 of the Bankruptcy Code,
and any other applicable law.”


 


Section 4.               Conditions to Effectiveness.  This Amendment shall be effective on the date
when the Hedge Provider shall have received each of the following, in form and
substance satisfactory to the Hedge Provider (such date, the “Amendment Effective
Date”):


 


(a)           counterparts of this Amendment, duly
executed and delivered by the Counterparty and the Guarantors;


 


(b)           counterparts of the Second Amendment
to the ISDA Master Agreement, dated as of the Amendment Date, duly executed and
delivered by the Counterparty and the Guarantors;


 


(c)           a certificate of the Counterparty,
executed by the Chief Financial Officer of the Counterparty and in form and
substance satisfactory to the Hedge Provider, regarding (i) any and all
Specified Events of Default (including, for avoidance of doubt, Financial
Covenant Defaults) that have occurred or that will or may occur if this
Amendment were not to become effective (ii) the sufficiency of third party
consents obtained by the Counterparty and the Guarantors under the Transaction
Documents; (iii) confirming the solvency representations set forth in Section 4.16
of the Master Transaction Agreement, and (iv) describing any outstanding
or threatened litigation against the Counterparty or any of the Guarantors;


 


(d)           a Letter of Credit (as defined in the
ISDA Credit Support Annex), in form and substance satisfactory to the Hedge
Provider, in the stated face amount of $35,000,000;


 


(e)           evidence satisfactory to the Hedge
Provider that the Counterparty has paid all accrued and unpaid costs, expenses,
fees and other amounts (including, without limitation, Management Fees and
attorneys’ fees) due and payable to the Hedge Provider as of the Amendment Date
pursuant to the Master Transaction Agreement or any other Transaction Document;


 


(f)            evidence of corporate authority
satisfactory to the Hedge Provider, which may include an opinion of outside
counsel, regarding the authority of Counterparty and all Guarantors to execute
and deliver this Amendment and to fulfill their respective obligations
hereunder;.and


 


(g)           evidence satisfactory to the Hedge
Provider of any and all third party consents required in connection with this
Amendment; and


 


(h)           a certificate of the Counterparty,
executed by the Chief Financial Officer of the Counterparty and in form and
substance satisfactory to the Hedge Provider, that as of the Amendment
Effective Date there is no matter known to it that could reasonably be expected
to result in a Material Adverse Effect regarding any Transaction Party.


 


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Section 5.               Waiver and Release.  Without limiting any other term or provision
of this Amendment or any other Transaction Document, each Transaction Party
hereby voluntarily, knowingly, irrevocably, unconditionally, absolutely and
permanently waives, releases, dismisses, cancels, terminates and forever
discharges (collectively, the “Specified Releases”) the Hedge Provider,
each of its Affiliates and each of its and their respective agents, officers,
directors, managers, members, partners, employees, contractors,
representatives, advisors, attorneys and agents, and each of their respective
successors, assigns and representatives (each a “Released Party” and
collectively, the “Released Parties”), from any and all claims, inferences,
complaints, cross-complaints, filings, disputes, grievances, demands, duties,
actions, causes of action, defenses, counterclaims, offset, damages, costs,
expenses, liabilities, obligations, losses and similar items of any kind or
character whatsoever, in each case whether known or unknown, anticipated or
unanticipated, suspected or unsuspected, actual or contingent, express or
implied, or conditional, direct or indirect, at law or in equity, or otherwise,
irrespective of whether any of the foregoing arise out of contract, tort,
violation of law or regulations, or otherwise (collectively, the “Released
Items”):


 


(a)           with respect to any Released Items
arising out of, from or in connection with the Master Transaction Agreement,
any other Transaction Document, any Transaction, or any related matter, the
Specified Releases shall apply to the Released Parties with respect to any and
all Released Items now existing or arising or originating at any time prior to
the Amendment Effective Date; and


 


(b)           with respect to any Released Items
arising out of, from or in connection with any Specified Event of Default and
any Financial Covenant Default, including the negotiation, preparation,
execution, delivery or performance of this Amendment, the Specified Releases shall
apply to the Released Parties with respect to any and all Released Items now
existing or arising or originating at any time prior to or following the date
hereof.


 


Section 6.               Other Agreements.


 


(a)           The Hedge Provider and the
Counterparty hereby acknowledge and agree that (a) the Hedge Provider
purchased, on or about October 30, 2008, the natural gas put option
contracts traded on the New York Mercantile Exchange described on Schedule II
hereto (each, a “NYMEX Put Option” and together the “NYMEX Put Options”))
to hedge market risk incurred by the Hedge Provider under and in connection
with natural gas Hedge Agreements in effect between the Hedge Provider and the
Counterparty (each, an “Existing MX Hedging Transaction”) and (b) the
Hedge Provider shall, on the Amendment Date sell, close out, liquidate,
terminate or otherwise cancel, in whole or in part, all NYMEX Put Options.  The Counterparty hereby covenants and agrees
with the Hedge Provider that, notwithstanding any term or provision to the
contrary in any Transaction Document, the Counterparty shall pay and reimburse
the Hedge Provider for and indemnify and hold harmless the Hedge Provider from
and against any and all losses, liabilities, obligations, fees, costs and
expenses incurred by the Hedge Provider as a result of or in connection with
selling, closing out, liquidating, terminating or otherwise cancelling such
NYMEX Put Options (any such losses, liabilities, obligations, fees, costs and
expenses incurred by the Hedge Provider, a “NYMEX Put Option Termination
Payment”; any obligation of the Counterparty to pay and reimburse the Hedge
Provider for any such NYMEX Put Option Termination Payment and any accrued
interest required to be paid by 


 


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the Counterparty to the
Hedge Provider as described in Section 6(b) and Section 6(c) below,
is referred to herein as a “Counterparty NYMEX Put Option Termination
Payment Obligation”).  If and for so
long as no Specified Event, and no Event of Default or Termination Event on the
part of any Transaction Party, has occurred and is continuing, the Hedge
Provider and the Counterparty acknowledge and agree that the Counterparty shall
pay and satisfy each Counterparty NYMEX Put Option Termination Payment
Obligation in full to the Hedge Provider by paying and reimbursing a pro rata
portion of the corresponding NYMEX Put Option Termination Payment to the Hedge
Provider on each date on which the Counterparty is otherwise required under the
ISDA Master Agreement or any Confirmation to make any payment to the Hedge
Provider on or in respect of any Existing MX Hedging Transaction (each such
date, a “Counterparty NYMEX Put Option Payment Date”), until such Counterparty
NYMEX Put Option Termination Payment Obligation is paid and satisfied in
full, together with interest on each such Counterparty NYMEX Put Option
Termination Payment Obligation determined at the Non-Default Rate from (and
including) the Amendment Date to (but excluding) the Counterparty NYMEX Put
Option Termination Payment Date; provided, however, that if on
any date after the Amendment Date any Specified Event, or any Event of Default
or Termination Event on the part of any Transaction Party, occurs and is
continuing, each Counterparty NYMEX Put Option Termination Payment Obligation
then existing on such date shall, at the option of the Hedge Provider in its
sole discretion, be immediately due and payable by the Counterparty to the
Hedge Provider without further action on the part of the Hedge Provider,
together with interest on each such Counterparty NYMEX Put Option Termination
Payment Obligation determined at the Default Rate from (and including) the
related NYMEX Put Option Termination Payment Date to (but excluding) the date
on which such Counterparty NYMEX Put Option Termination Payment Obligation is
paid in full.  Any failure by the
Counterparty to pay any Counterparty NYMEX Put Option Termination Payment
Obligation on the date when due under this Section 6 shall constitute an
immediate Event of Default on the part of the Counterparty under the ISDA
Master Agreement and an immediate Specified Event under the Master Transaction
Agreement, in each case without any grace or notice period (irrespective of any
such grace or notice period in the ISDA Master Agreement or the Master
Transaction Agreement).


 


(b)           If the Counterparty is required to
pay or reimburse to the Hedge Provider any Counterparty NYMEX Put Option
Termination Payment Obligation(s) on any Counterparty NYMEX Put Option
Payment Date and the Hedge Provider is also required to make any payment(s) to
the Counterparty under any Transaction Document in effect on such Counterparty
NYMEX Put Option Payment Date (each such payment, a “Hedge Provider
Transaction Document Payment”) and (i) if the aggregate amount(s) of
all such Hedge Provider Transaction Document Payment(s) which is or are
due and owing on such Counterparty NYMEX Put Option Payment Date is
equal to or less than the aggregate amount(s) of all such Counterparty
NYMEX Put Option Termination Payment Obligations which are due and owing on
such Counterparty NYMEX Put Option Payment Date, the entire amount of
such Hedge Provider Transaction Document Payment(s) shall be automatically
and immediately set-off, satisfied and discharged by an equivalent amount of
such Counterparty NYMEX Put Option Termination Payment Obligation(s) on
such Counterparty NYMEX Put Option Payment Date without any prior notice
to or any further action by any party to any other party under the Transaction
Documents, applicable law or otherwise, and any remaining amount(s) of
such Counterparty NYMEX Put Option Termination Payment Obligation(s) shall
be paid in full, in cash and in immediately available funds by the Counterparty
to the Hedge Provider on such Counterparty NYMEX Put 


 


9

















 


Option Payment Date,
and (ii) if the aggregate amount(s) of all such Hedge Provider
Transaction Document Payment(s) which is or are due and owing on such Counterparty
NYMEX Put Option Payment Date is greater than the aggregate amount(s) of
all such Counterparty NYMEX Put Option Termination Payment Obligation(s) which
are due and owing on such Counterparty NYMEX Put Option Payment Date, an
aggregate amount of such Hedge Provider Transaction Document Payment(s) which
is equal to the aggregate amount(s) of all such Counterparty NYMEX Put
Option Termination Payment Obligation(s) shall be automatically and
immediately set-off, satisfied and discharged by the entire amount of all such
Counterparty NYMEX Put Option Termination Payment Obligation(s) on such Counterparty
NYMEX Put Option Payment Date without any prior notice to or any further
action by any party to any other party under the Transaction Documents,
applicable law, or otherwise, and any remaining amount(s) of such Hedge
Provider Transaction Document Payment(s) then due and owing shall be paid
by the Hedge Provider to the Counterparty on such Counterparty NYMEX Put Option
Payment Date.


 


(c)           All Counterparty NYMEX Put Option
Termination Payment Obligations, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Amendment or any other
notice, document, instrument or agreement made, delivered or given in connection
herewith or therewith, shall constitute Obligations (as such term is defined in
the Master Transaction Agreement) in all respects and for all purposes.


 


Section 7.               Representations and Warranties.  Each Transaction Party hereby jointly and
severally represents and warrants to the Hedge Provider that, as of the
Amendment Date and as of the Amendment Effective Date:


 


(a)           all representations and warranties of
such Transaction Party contained in the Master Transaction Agreement and any
other Transaction Document are true and correct in all material respects with
the same effect as if such representations and warranties had been made on the
Amendment Date (it being understood and agreed that any representation which by
its terms is made as of a specified date shall be required to be true and
correct only as of such specified date);


 


(b)           no Specified Event, and no Event of
Default, Termination Event or Third Party Hedge Agreement Specified Event on
the part of any Transaction Party, has occurred and is continuing;


 


(c)           no authorization, approval, consent,
waiver or other action by, and no notice to or filing with, any Governmental
Authority or any other Person is required for the due execution, delivery and
performance by any Transaction Party of this Amendment;


 


(d)           this Amendment has been duly
authorized by all necessary corporate or other organizational action of each
Transaction Party and has been duly executed and delivered by each Transaction
Party; and


 


(e)           this Amendment and the Master
Transaction Agreement (as amended by this Amendment) constitutes a legal, valid
and binding obligation of each Transaction Party, enforceable against each
Transaction Party in accordance with its terms.


 


10

















 


Section 8.               Consent of Guarantors;
Confirmation of Guarantees and Transaction Documents.  Each Guarantor hereby consents to the
execution, delivery and performance of this Amendment and hereby confirms and
agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee
contained in Article VIII of the Master Transaction Agreement and the
terms and provisions of each other Transaction Document are, and each of the
same shall continue to be, in full force and effect and are hereby ratified and
confirmed in all respects.


 


Section 9.               Governing Law.  This Amendment shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
New York without regard to conflict of laws principles.


 


Section 10.             Entire Agreement; Transaction
Document.  This Amendment, the Master
Transaction Agreement and the other Transaction Documents constitute the entire
agreement and understanding among the parties and supersede all prior
agreements and understandings, whether written or oral, among the parties
hereto concerning the transactions provided herein and therein.  This Amendment is and shall be deemed to be a
Transaction Document in all respects and for all purposes.


 


Section 11.             Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by facsimile shall be as effective as
delivery of a manually executed counterpart of this Amendment.


 


Section 12.             Headings.  The headings set forth in this Amendment are
and shall be without substantive meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.


 


Section 13.             Severability.  In case any provision in or obligation under
this Amendment shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
Obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.


 


Section 14.             Legal Fees.  Counterparty and the Guarantors shall pay
promptly upon request by the Hedge Provider, all legal fees incurred by the
Hedge Provider in connection with this Amendment and the Second Amendment to
the ISDA Master Agreement, which legal fees shall be deemed to be obligations
arising under the ISDA Master Agreement.


 


Section 15.             No
Novation.  The parties intend that
the execution and deliver of this Amendment and the Second Amendment to the
ISDA Master Agreement shall not constitute a novation of either Agreement or
any Transactions thereunder.


 


[remainder of this page intentionally left
blank]


 


11

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the Amendment
Date.


 


	
   

  	
  COUNTERPARTY:

  
	
   

  	
   

  
	
   

  	
  MXENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Chaitu Parikh

  
	
   

  	
  Name: Chaitu Parikh

  
	
   

  	
  Title: Vice President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  MXENERGY ELECTRIC INC.

  
	
   

  	
  MXENERGY HOLDINGS INC.

  
	
   

  	
  ONLINE CHOICE INC.

  
	
   

  	
  MXENERGY GAS CAPITAL HOLDINGS CORP.

  
	
   

  	
  MXENERGY ELECTRIC CAPITAL HOLDINGS CORP.

  
	
   

  	
  MXENERGY GAS CAPITAL CORP.

  
	
   

  	
  MXENERGY ELECTRIC CAPITAL CORP.

  
	
   

  	
  MXENERGY CAPITAL HOLDINGS CORP.

  
	
   

  	
  MXENERGY CAPITAL CORP.

  
	
   

  	
  MXENERGY SERVICES INC.

  
	
   

  	
  INFOMETER.COM INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Chaitu Parikh

  
	
   

  	
  Name: Chaitu Parikh

  
	
   

  	
  Title: Vice President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEDGE PROVIDER:

  
	
   

  	
   

  
	
   

  	
  SOCIÉTÉ
  GÉNÉRALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gonzague
  Bataille

  
	
   

  	
  Name:
  Gonzague Bataille

  
	
   

  	
  Title:
  Managing Director

  



 
















 


SCHEDULE 1


 


SPECIFIED PAYMENTS


 


	
  Trade

  Reference

  	
   

  	
  Trade

  	
   

  	
  Specified Payment

  	
   

  	
  Amount of Specified

  	
   

  
	
  Number

  	
   

  	
  Date

  	
   

  	
  Due Date

  	
   

  	
  Payment

  	
   

  
	
  11769894

  	
   

  	
   

  	
  7/29/2008

  	
   

  	
  11/5/2008

  	
   

  	
  235,162.50

  	
   

  
	
  12058678

  	
   

  	
   

  	
  9/25/2008

  	
   

  	
  11/5/2008

  	
   

  	
  104,700.00

  	
   

  
	
  7604837

  	
   

  	
   

  	
  9/27/2006

  	
   

  	
  11/5/2008

  	
   

  	
  (78,660.00

  	
  )

  
	
  11759414

  	
   

  	
   

  	
  7/25/2008

  	
   

  	
  11/5/2008

  	
   

  	
  65,820.00

  	
   

  
	
  11483504

  	
   

  	
   

  	
  5/27/2008

  	
   

  	
  11/5/2008

  	
   

  	
  445,200.00

  	
   

  
	
  10534143

  	
   

  	
   

  	
  12/26/2007

  	
   

  	
  11/5/2008

  	
   

  	
  117,825.00

  	
   

  
	
  9854090

  	
   

  	
   

  	
  9/26/2007

  	
   

  	
  11/5/2008

  	
   

  	
  138,450.00

  	
   

  
	
  11894665

  	
   

  	
   

  	
  8/26/2008

  	
   

  	
  11/5/2008

  	
   

  	
  169,950.00

  	
   

  
	
  11753480

  	
   

  	
   

  	
  7/24/2008

  	
   

  	
  11/5/2008

  	
   

  	
  236,700.00

  	
   

  
	
  11753483

  	
   

  	
   

  	
  7/24/2008

  	
   

  	
  11/5/2008

  	
   

  	
  70,320.00

  	
   

  
	
  11342997

  	
   

  	
   

  	
  4/24/2008

  	
   

  	
  11/5/2008

  	
   

  	
  376,950.00

  	
   

  
	
  10937969

  	
   

  	
   

  	
  2/26/2008

  	
   

  	
  11/5/2008

  	
   

  	
  (218,460.00

  	
  )

  
	
  10937168

  	
   

  	
   

  	
  2/26/2008

  	
   

  	
  11/5/2008

  	
   

  	
  (294,880.00

  	
  )

  
	
  7253439

  	
   

  	
   

  	
  7/25/2006

  	
   

  	
  11/5/2008

  	
   

  	
  26,890.00

  	
   

  
	
  11613096

  	
   

  	
   

  	
  6/25/2008

  	
   

  	
  11/5/2008

  	
   

  	
  517,200.00

  	
   

  
	
  10933588

  	
   

  	
   

  	
  2/25/2008

  	
   

  	
  11/5/2008

  	
   

  	
  (212,760.00

  	
  )

  
	
  12053423

  	
   

  	
   

  	
  9/24/2008

  	
   

  	
  11/5/2008

  	
   

  	
  108,450.00

  	
   

  
	
  11883389

  	
   

  	
   

  	
  8/22/2008

  	
   

  	
  11/5/2008

  	
   

  	
  162,825.00

  	
   

  
	
  8464013

  	
   

  	
   

  	
  2/22/2007

  	
   

  	
  11/5/2008

  	
   

  	
  47,420.00

  	
   

  
	
  11293977

  	
   

  	
   

  	
  4/23/2008

  	
   

  	
  11/5/2008

  	
   

  	
  101,820.00

  	
   

  
	
  8274393

  	
   

  	
   

  	
  1/23/2007

  	
   

  	
  11/5/2008

  	
   

  	
  117,050.00

  	
   

  
	
  10710701

  	
   

  	
   

  	
  1/22/2008

  	
   

  	
  11/5/2008

  	
   

  	
  44,720.00

  	
   

  
	
  7385487

  	
   

  	
   

  	
  8/21/2006

  	
   

  	
  11/5/2008

  	
   

  	
  149,680.00

  	
   

  
	
  11735291

  	
   

  	
   

  	
  7/21/2008

  	
   

  	
  11/5/2008

  	
   

  	
  343,950.00

  	
   

  
	
  8844557

  	
   

  	
   

  	
  4/19/2007

  	
   

  	
  11/5/2008

  	
   

  	
  (19,210.00

  	
  )

  
	
  8844088

  	
   

  	
   

  	
  4/19/2007

  	
   

  	
  11/5/2008

  	
   

  	
  40,020.00

  	
   

  
	
  12206232

  	
   

  	
   

  	
  10/20/2008

  	
   

  	
  11/5/2008

  	
   

  	
  38,700.00

  	
   

  



 


13

















 


	
  11863362

  	
   

  	
   

  	
  8/20/2008

  	
   

  	
  11/5/2008

  	
   

  	
  158,325.00

  	
   

  
	
  8430152

  	
   

  	
   

  	
  2/16/2007

  	
   

  	
  11/5/2008

  	
   

  	
  96,640.00

  	
   

  
	
  7526636

  	
   

  	
   

  	
  9/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  48,440.00

  	
   

  
	
  11424172

  	
   

  	
   

  	
  5/15/2008

  	
   

  	
  11/5/2008

  	
   

  	
  441,075.00

  	
   

  
	
  11991605

  	
   

  	
   

  	
  9/16/2008

  	
   

  	
  11/5/2008

  	
   

  	
  73,950.00

  	
   

  
	
  11991614

  	
   

  	
   

  	
  9/16/2008

  	
   

  	
  11/5/2008

  	
   

  	
  76,950.00

  	
   

  
	
  12174725

  	
   

  	
   

  	
  10/15/2008

  	
   

  	
  11/5/2008

  	
   

  	
  16,200.00

  	
   

  
	
  9564750

  	
   

  	
   

  	
  8/15/2007

  	
   

  	
  11/5/2008

  	
   

  	
  (282,600.00

  	
  )

  
	
  7388274

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  112,840.00

  	
   

  
	
  7388370

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  293,490.00

  	
   

  
	
  7386210

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  33,810.00

  	
   

  
	
  7386270

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  67,920.00

  	
   

  
	
  7386168

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  34,610.00

  	
   

  
	
  7386347

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  125,316.00

  	
   

  
	
  7386139

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  70,020.00

  	
   

  
	
  7386108

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  37,610.00

  	
   

  
	
  7386339

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  190,550.00

  	
   

  
	
  7386267

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  85,820.00

  	
   

  
	
  7386319

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/5/2008

  	
   

  	
  189,240.00

  	
   

  
	
  11696794

  	
   

  	
   

  	
  7/15/2008

  	
   

  	
  11/5/2008

  	
   

  	
  (439,575.00

  	
  )

  
	
  9346277

  	
   

  	
   

  	
  7/13/2007

  	
   

  	
  11/5/2008

  	
   

  	
  106,240.00

  	
   

  
	
  11954857

  	
   

  	
   

  	
  9/9/2008

  	
   

  	
  11/5/2008

  	
   

  	
  97,200.00

  	
   

  
	
  11807771

  	
   

  	
   

  	
  8/7/2008

  	
   

  	
  11/5/2008

  	
   

  	
  396,900.00

  	
   

  
	
  9698348

  	
   

  	
   

  	
  9/6/2007

  	
   

  	
  11/5/2008

  	
   

  	
  46,920.00

  	
   

  
	
  9527344

  	
   

  	
   

  	
  8/8/2007

  	
   

  	
  11/5/2008

  	
   

  	
  53,820.00

  	
   

  
	
  11000201

  	
   

  	
   

  	
  3/6/2008

  	
   

  	
  11/5/2008

  	
   

  	
  38,010.00

  	
   

  
	
  10175150

  	
   

  	
   

  	
  11/7/2007

  	
   

  	
  11/5/2008

  	
   

  	
  76,230.00

  	
   

  
	
  12103114

  	
   

  	
   

  	
  10/3/2008

  	
   

  	
  11/5/2008

  	
   

  	
  69,075.00

  	
   

  
	
  10991130

  	
   

  	
   

  	
  3/5/2008

  	
   

  	
  11/5/2008

  	
   

  	
  (157,840.00

  	
  )

  
	
  10991135

  	
   

  	
   

  	
  3/5/2008

  	
   

  	
  11/5/2008

  	
   

  	
  (161,840.00

  	
  )

  
	
  8580171

  	
   

  	
   

  	
  3/5/2007

  	
   

  	
  11/5/2008

  	
   

  	
  71,130.00

  	
   

  
	
  11520881

  	
   

  	
   

  	
  6/4/2008

  	
   

  	
  11/5/2008

  	
   

  	
  466,200.00

  	
   

  
	
  10986423

  	
   

  	
   

  	
  3/4/2008

  	
   

  	
  11/5/2008

  	
   

  	
  311,490.00

  	
   

  
	
  11369259

  	
   

  	
   

  	
  5/1/2008

  	
   

  	
  11/5/2008

  	
   

  	
  99,620.00

  	
   

  
	
  11369926

  	
   

  	
   

  	
  5/1/2008

  	
   

  	
  11/5/2008

  	
   

  	
  377,325.00

  	
   

  
	
  11923840

  	
   

  	
   

  	
  9/2/2008

  	
   

  	
  11/5/2008

  	
   

  	
  12,560.00

  	
   

  
	
  9649798

  	
   

  	
   

  	
  8/30/2007

  	
   

  	
  11/5/2008

  	
   

  	
  (327,900.00

  	
  )

  



 


14

















 


	
  9651555

  	
   

  	
   

  	
  8/30/2007

  	
   

  	
  11/5/2008

  	
   

  	
  45,720.00

  	
   

  
	
  11509366

  	
   

  	
   

  	
  6/2/2008

  	
   

  	
  11/5/2008

  	
   

  	
  466,950.00

  	
   

  
	
  11163266

  	
   

  	
   

  	
  4/2/2008

  	
   

  	
  11/5/2008

  	
   

  	
  295,575.00

  	
   

  
	
  11636054

  	
   

  	
   

  	
  7/1/2008

  	
   

  	
  11/5/2008

  	
   

  	
  582,247.50

  	
   

  
	
  10847346

  	
   

  	
   

  	
  2/8/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (840.00

  	
  )

  
	
  10731720

  	
   

  	
   

  	
  1/25/2008

  	
   

  	
  11/10/2008

  	
   

  	
  3,210.00

  	
   

  
	
  9616173

  	
   

  	
   

  	
  8/20/2007

  	
   

  	
  11/10/2008

  	
   

  	
  14,835.00

  	
   

  
	
  11527192

  	
   

  	
   

  	
  6/5/2008

  	
   

  	
  11/10/2008

  	
   

  	
  9,960.00

  	
   

  
	
  9890375

  	
   

  	
   

  	
  10/1/2007

  	
   

  	
  11/10/2008

  	
   

  	
  13,560.00

  	
   

  
	
  7386528

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  (351.00

  	
  )

  
	
  9864026

  	
   

  	
   

  	
  9/27/2007

  	
   

  	
  11/10/2008

  	
   

  	
  (465.00

  	
  )

  
	
  8416093

  	
   

  	
   

  	
  2/14/2007

  	
   

  	
  11/10/2008

  	
   

  	
  (52.50

  	
  )

  
	
  11942144

  	
   

  	
   

  	
  9/5/2008

  	
   

  	
  11/10/2008

  	
   

  	
  360.00

  	
   

  
	
  11348662

  	
   

  	
   

  	
  4/25/2008

  	
   

  	
  11/10/2008

  	
   

  	
  2,450.00

  	
   

  
	
  11111000

  	
   

  	
   

  	
  3/24/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (1,980.00

  	
  )

  
	
  12045625

  	
   

  	
   

  	
  9/23/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (1,740.00

  	
  )

  
	
  10711644

  	
   

  	
   

  	
  1/22/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (352.50

  	
  )

  
	
  9610503

  	
   

  	
   

  	
  8/21/2007

  	
   

  	
  11/10/2008

  	
   

  	
  (3,780.00

  	
  )

  
	
  11723227

  	
   

  	
   

  	
  7/17/2008

  	
   

  	
  11/10/2008

  	
   

  	
  9,660.00

  	
   

  
	
  11572809

  	
   

  	
   

  	
  6/17/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (2,880.00

  	
  )

  
	
  11991189

  	
   

  	
   

  	
  9/16/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (2,325.00

  	
  )

  
	
  7386535

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  (1,516.50

  	
  )

  
	
  11556982

  	
   

  	
   

  	
  6/12/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (2,040.00

  	
  )

  
	
  11533618

  	
   

  	
   

  	
  6/6/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (1,740.00

  	
  )

  
	
  11503233

  	
   

  	
   

  	
  5/30/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (1,290.00

  	
  )

  
	
  11348736

  	
   

  	
   

  	
  4/25/2008

  	
   

  	
  11/10/2008

  	
   

  	
  20,610.00

  	
   

  
	
  11281270

  	
   

  	
   

  	
  4/21/2008

  	
   

  	
  11/10/2008

  	
   

  	
  10,335.00

  	
   

  
	
  11730877

  	
   

  	
   

  	
  7/18/2008

  	
   

  	
  11/10/2008

  	
   

  	
  38,820.00

  	
   

  
	
  12004296

  	
   

  	
   

  	
  9/17/2008

  	
   

  	
  11/10/2008

  	
   

  	
  16,110.00

  	
   

  
	
  11567841

  	
   

  	
   

  	
  6/16/2008

  	
   

  	
  11/10/2008

  	
   

  	
  23,535.00

  	
   

  
	
  9708681

  	
   

  	
   

  	
  9/7/2007

  	
   

  	
  11/10/2008

  	
   

  	
  14,160.00

  	
   

  
	
  9637280

  	
   

  	
   

  	
  8/28/2007

  	
   

  	
  11/10/2008

  	
   

  	
  30,060.00

  	
   

  
	
  11307199

  	
   

  	
   

  	
  4/23/2008

  	
   

  	
  11/10/2008

  	
   

  	
  3,960.00

  	
   

  
	
  11575938

  	
   

  	
   

  	
  6/18/2008

  	
   

  	
  11/10/2008

  	
   

  	
  32,610.00

  	
   

  
	
  11671470

  	
   

  	
   

  	
  7/9/2008

  	
   

  	
  11/10/2008

  	
   

  	
  45,435.00

  	
   

  
	
  10607592

  	
   

  	
   

  	
  1/8/2008

  	
   

  	
  11/10/2008

  	
   

  	
  9,420.00

  	
   

  
	
  11145790

  	
   

  	
   

  	
  3/31/2008

  	
   

  	
  11/10/2008

  	
   

  	
  37,785.00

  	
   

  



 


15

















 


	
  12236758

  	
   

  	
   

  	
  10/24/2008

  	
   

  	
  11/10/2008

  	
   

  	
  4,035.00

  	
   

  
	
  9890356

  	
   

  	
   

  	
  10/1/2007

  	
   

  	
  11/10/2008

  	
   

  	
  5,160.00

  	
   

  
	
  11764180

  	
   

  	
   

  	
  7/28/2008

  	
   

  	
  11/10/2008

  	
   

  	
  360.00

  	
   

  
	
  11353077

  	
   

  	
   

  	
  4/28/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (3,120.00

  	
  )

  
	
  7253128

  	
   

  	
   

  	
  7/25/2006

  	
   

  	
  11/10/2008

  	
   

  	
  490.00

  	
   

  
	
  11451154

  	
   

  	
   

  	
  5/21/2008

  	
   

  	
  11/10/2008

  	
   

  	
  2,235.00

  	
   

  
	
  9768237

  	
   

  	
   

  	
  9/18/2007

  	
   

  	
  11/10/2008

  	
   

  	
  (2,520.00

  	
  )

  
	
  7527823

  	
   

  	
   

  	
  9/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  534.00

  	
   

  
	
  7386534

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  (1,228.50

  	
  )

  
	
  7386551

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  996.00

  	
   

  
	
  7386527

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  1,291.50

  	
   

  
	
  7673362

  	
   

  	
   

  	
  10/6/2006

  	
   

  	
  11/10/2008

  	
   

  	
  702.00

  	
   

  
	
  12130238

  	
   

  	
   

  	
  10/8/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (3,700.00

  	
  )

  
	
  9699781

  	
   

  	
   

  	
  9/6/2007

  	
   

  	
  11/10/2008

  	
   

  	
  3,870.00

  	
   

  
	
  11660705

  	
   

  	
   

  	
  7/8/2008

  	
   

  	
  11/10/2008

  	
   

  	
  5,047.50

  	
   

  
	
  7838888

  	
   

  	
   

  	
  11/7/2006

  	
   

  	
  11/10/2008

  	
   

  	
  2,358.00

  	
   

  
	
  11634682

  	
   

  	
   

  	
  7/1/2008

  	
   

  	
  11/10/2008

  	
   

  	
  11,220.00

  	
   

  
	
  11504391

  	
   

  	
   

  	
  5/30/2008

  	
   

  	
  11/10/2008

  	
   

  	
  2,010.00

  	
   

  
	
  11894555

  	
   

  	
   

  	
  8/26/2008

  	
   

  	
  11/10/2008

  	
   

  	
  9,860.00

  	
   

  
	
  10941783

  	
   

  	
   

  	
  2/26/2008

  	
   

  	
  11/10/2008

  	
   

  	
  5,160.00

  	
   

  
	
  11607747

  	
   

  	
   

  	
  6/24/2008

  	
   

  	
  11/10/2008

  	
   

  	
  3,810.00

  	
   

  
	
  12045630

  	
   

  	
   

  	
  9/23/2008

  	
   

  	
  11/10/2008

  	
   

  	
  2,910.00

  	
   

  
	
  11747708

  	
   

  	
   

  	
  7/23/2008

  	
   

  	
  11/10/2008

  	
   

  	
  7,845.00

  	
   

  
	
  11281264

  	
   

  	
   

  	
  4/21/2008

  	
   

  	
  11/10/2008

  	
   

  	
  4,710.00

  	
   

  
	
  11989350

  	
   

  	
   

  	
  9/16/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (390.00

  	
  )

  
	
  7386539

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  40.50

  	
   

  
	
  7386533

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  1,390.50

  	
   

  
	
  7386537

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  1,647.00

  	
   

  
	
  7479230

  	
   

  	
   

  	
  9/7/2006

  	
   

  	
  11/10/2008

  	
   

  	
  2,875.50

  	
   

  
	
  11654894

  	
   

  	
   

  	
  7/7/2008

  	
   

  	
  11/10/2008

  	
   

  	
  60.00

  	
   

  
	
  7952856

  	
   

  	
   

  	
  11/30/2006

  	
   

  	
  11/10/2008

  	
   

  	
  7,845.00

  	
   

  
	
  9890369

  	
   

  	
   

  	
  10/1/2007

  	
   

  	
  11/10/2008

  	
   

  	
  3,810.00

  	
   

  
	
  8730051

  	
   

  	
   

  	
  3/30/2007

  	
   

  	
  11/10/2008

  	
   

  	
  12,990.00

  	
   

  
	
  11130126

  	
   

  	
   

  	
  3/26/2008

  	
   

  	
  11/10/2008

  	
   

  	
  3,120.00

  	
   

  
	
  7253083

  	
   

  	
   

  	
  7/25/2006

  	
   

  	
  11/10/2008

  	
   

  	
  1,265.00

  	
   

  
	
  11612944

  	
   

  	
   

  	
  6/25/2008

  	
   

  	
  11/10/2008

  	
   

  	
  2,010.00

  	
   

  
	
  7911312

  	
   

  	
   

  	
  11/20/2006

  	
   

  	
  11/10/2008

  	
   

  	
  222.00

  	
   

  
	
  7386542

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  189.00

  	
   

  
	
  7386538

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  1,003.50

  	
   

  
	
  7386532

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  4,090.50

  	
   

  
	
  11393763

  	
   

  	
   

  	
  5/8/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (8,737.50

  	
  )

  
	
  9698839

  	
   

  	
   

  	
  9/6/2007

  	
   

  	
  11/10/2008

  	
   

  	
  270.00

  	
   

  
	
  11201108

  	
   

  	
   

  	
  4/7/2008

  	
   

  	
  11/10/2008

  	
   

  	
  2,520.00

  	
   

  
	
  11634704

  	
   

  	
   

  	
  7/1/2008

  	
   

  	
  11/10/2008

  	
   

  	
  2,535.00

  	
   

  
	
  12237461

  	
   

  	
   

  	
  10/24/2008

  	
   

  	
  11/10/2008

  	
   

  	
  660.00

  	
   

  
	
  7252971

  	
   

  	
   

  	
  7/25/2006

  	
   

  	
  11/10/2008

  	
   

  	
  1,190.00

  	
   

  



 


16

















 


	
  11745267

  	
   

  	
   

  	
  7/23/2008

  	
   

  	
  11/10/2008

  	
   

  	
  510.00

  	
   

  
	
  11859744

  	
   

  	
   

  	
  8/20/2008

  	
   

  	
  11/10/2008

  	
   

  	
  397.50

  	
   

  
	
  8416054

  	
   

  	
   

  	
  2/14/2007

  	
   

  	
  11/10/2008

  	
   

  	
  945.00

  	
   

  
	
  8183414

  	
   

  	
   

  	
  1/11/2007

  	
   

  	
  11/10/2008

  	
   

  	
  169.50

  	
   

  
	
  12136419

  	
   

  	
   

  	
  10/9/2008

  	
   

  	
  11/10/2008

  	
   

  	
  675.00

  	
   

  
	
  11376481

  	
   

  	
   

  	
  5/5/2008

  	
   

  	
  11/10/2008

  	
   

  	
  772.50

  	
   

  
	
  11928827

  	
   

  	
   

  	
  9/3/2008

  	
   

  	
  11/10/2008

  	
   

  	
  397.50

  	
   

  
	
  11504446

  	
   

  	
   

  	
  5/30/2008

  	
   

  	
  11/10/2008

  	
   

  	
  1,110.00

  	
   

  
	
  7386543

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  11/10/2008

  	
   

  	
  990.15

  	
   

  
	
  10629240

  	
   

  	
   

  	
  1/11/2008

  	
   

  	
  11/10/2008

  	
   

  	
  2,310.00

  	
   

  
	
  11764177

  	
   

  	
   

  	
  7/28/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (180.00

  	
  )

  
	
  12058970

  	
   

  	
   

  	
  9/25/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (330.00

  	
  )

  
	
  7252861

  	
   

  	
   

  	
  7/25/2006

  	
   

  	
  11/10/2008

  	
   

  	
  90.00

  	
   

  
	
  11451135

  	
   

  	
   

  	
  5/21/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (240.00

  	
  )

  
	
  11451131

  	
   

  	
   

  	
  5/21/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (165.00

  	
  )

  
	
  10253490

  	
   

  	
   

  	
  11/19/2007

  	
   

  	
  11/10/2008

  	
   

  	
  (615.00

  	
  )

  
	
  11844033

  	
   

  	
   

  	
  8/15/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (780.00

  	
  )

  
	
  11247621

  	
   

  	
   

  	
  4/16/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (90.00

  	
  )

  
	
  11045250

  	
   

  	
   

  	
  3/14/2008

  	
   

  	
  11/10/2008

  	
   

  	
  270.00

  	
   

  
	
  12166736

  	
   

  	
   

  	
  10/14/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (1,762.50

  	
  )

  
	
  10629511

  	
   

  	
   

  	
  1/11/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (675.00

  	
  )

  
	
  12135548

  	
   

  	
   

  	
  10/9/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (2,512.50

  	
  )

  
	
  11824828

  	
   

  	
   

  	
  8/12/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (480.00

  	
  )

  
	
  11406385

  	
   

  	
   

  	
  5/12/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (127.50

  	
  )

  
	
  11394537

  	
   

  	
   

  	
  5/8/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (202.50

  	
  )

  
	
  11388256

  	
   

  	
   

  	
  5/7/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (1,175.00

  	
  )

  
	
  11507165

  	
   

  	
   

  	
  6/2/2008

  	
   

  	
  11/10/2008

  	
   

  	
  360.00

  	
   

  
	
  12087917

  	
   

  	
   

  	
  10/1/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (832.50

  	
  )

  
	
  10551802

  	
   

  	
   

  	
  12/28/2007

  	
   

  	
  11/10/2008

  	
   

  	
  (15.00

  	
  )

  
	
  12237473

  	
   

  	
   

  	
  10/24/2008

  	
   

  	
  11/10/2008

  	
   

  	
  (15.00

  	
  )

  
	
  10534152

  	
   

  	
   

  	
  12/26/2007

  	
   

  	
  11/10/2008

  	
   

  	
  1,785.00

  	
   

  
	
  9860439

  	
   

  	
   

  	
  9/27/2007

  	
   

  	
  11/10/2008

  	
   

  	
  1,260.00

  	
   

  
	
  12237435

  	
   

  	
   

  	
  10/24/2008

  	
   

  	
  11/10/2008

  	
   

  	
  360.00

  	
   

  
	
  11607763

  	
   

  	
   

  	
  6/24/2008

  	
   

  	
  11/10/2008

  	
   

  	
  735.00

  	
   

  
	
  11863336

  	
   

  	
   

  	
  8/20/2008

  	
   

  	
  11/10/2008

  	
   

  	
  660.00

  	
   

  
	
  10175601

  	
   

  	
   

  	
  11/7/2007

  	
   

  	
  11/10/2008

  	
   

  	
  (240.00

  	
  )

  



 


17

















 


Schedule
II


 


NYMEX PUT
OPTIONS


 


	
  NYMEX Put

  Option

  Purchase Date

  	
   

  	
  # of Natural Gas

  contracts covered

  by NYMEX Put

  Options

  	
   

  	
  NYMEX Put

  Option

  Exercise

  Date

  	
   

  	
  NYMEX

  Put

  Option

  strike

  	
   

  	
  NYMEX Put

  Option Premium

  Paid by hedge

  provider

  	
   

  	
  Total

  	
   

  
	
  Oct-30

  	
   

  	
   

  	
  250

  	
   

  	
  11/21/08

  	
   

  	
  680

  	
   

  	
  39.75

  	
   

  	
  980,000.00

  	
   

  
	
  Oct-30

  	
   

  	
   

  	
  450

  	
   

  	
  12/24/08

  	
   

  	
  685

  	
   

  	
  64.25

  	
   

  	
  2,891,000.00

  	
   

  
	
  Oct-30

  	
   

  	
   

  	
  750

  	
   

  	
  01/27/09

  	
   

  	
  715

  	
   

  	
  80

  	
   

  	
  6,000,000.00

  	
   

  
	
  Oct-30

  	
   

  	
   

  	
  600

  	
   

  	
  1/27/09

  	
   

  	
  700

  	
   

  	
  83

  	
   

  	
  4,980,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  14,851,000.00

  	
   

  



 


18