Exhibit 10.2


 


FIFTEENTH
AMENDMENT AND WAIVER TO

MASTER TRANSACTION AGREEMENT


 


This
Fifteenth Amendment and Waiver to the Master Transaction Agreement (this “Amendment”), dated as of August 31, 2009
(the “Amendment Date”), by and among
MXEnergy Inc., a Delaware corporation (the “Counterparty”),
MXEnergy Holdings Inc. (the “Parent”)
and certain Subsidiaries thereof, as guarantors (collectively, the “Guarantors”), and Société Générale, as hedge
provider (the “Hedge Provider”).


 


PRELIMINARY
STATEMENTS


 


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, (E) the Fifth Amendment to Master Transaction Agreement dated as of September 30,
2008, (F) the Sixth Amendment to Master Transaction Agreement dated as of November 4,
2008, (G) the Seventh Amendment to Master Transaction Agreement dated as
of November 7, 2008, (H) the Eighth Amendment to Master Transaction
Agreement dated as of November 17, 2008, (I) the Ninth Amendment to
Master Transaction Agreement dated as of March 16, 2009, (J) the
Tenth Amendment to the Master Transaction Agreement dated as of May 15,
2009, (K) the Eleventh Amendment to the Master Transaction Agreement dated
as of May 29, 2009, (L) the Twelfth Amendment to the Master
Transaction Agreement dated as of June 8, 2009,(M) the Thirteenth
Amendment to the Master Transaction Agreement dated as of July 31, 2009, (N) the
Fourteenth Amendment to the Master Transaction Agreement dated as of August 14,
2009 and (O) this Amendment  (the
original Master Transaction Agreement, as amended through this Amendment, being
herein referred to as 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 amended to date, including by the Eighth Amendment to
the Schedule to the ISDA Master Agreement dated as of the date hereof), (iii) the
Credit Agreement (as defined in the Master Transaction Agreement and amended to
date), and (iv) the Intercreditor Agreement (as defined in the Master
Transaction Agreement and amended to date);


 


The
Counterparty and the Guarantors have requested that the Hedge Provider amend
the Master Transaction Agreement.


 


The
Lenders under the Credit Agreement have entered into the Eighth Amendment and
Waiver to the Credit Agreement (the “Credit Agreement Eighth Amendment”)
as of the date hereof, attached hereto as Exhibit A;


 


The
Counterparty has advised the Hedge Provider that certain Trigger Events (as
defined in the Credit Agreement) have occurred, each related to the milestone
requirements described in the Credit Agreement Eighth Amendment (the “Milestone
Requirements”), which, if not waived by 


 

















 


the
Lenders thereunder, would constitute Events of Default under the Credit
Agreement (the “Credit Agreement Eighth Amendment Defaults”).


 


The
Lenders under the Credit Agreement have agreed to waive the Credit Agreement
Eighth Amendment Defaults pursuant to, and only to the extent set forth in, the
Credit Agreement Eighth Amendment;


 


The
Counterparty has advised the Hedge Provider that certain Specified Events have
occurred in relation to Milestone Requirements which, if not waived by the
Hedge Provider, would each constitute a Specified Event under the Master
Transaction Agreement (collectively, the “Fifteenth Amendment Defaults”);


 


The
Hedge Provider is willing to waive the Fifteenth Amendment Defaults solely on
the terms and conditions set forth herein;


 


The
Hedge Provider is willing to amend the Master Transaction Agreement on the
terms and conditions set forth herein; and


 


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. 
Unless otherwise specifically provided herein, capitalized terms used but
not defined herein shall have the meanings specified in the Master Transaction
Agreement.  In addition, the following
terms shall have the following meanings in this Amendment:


 


“Commercial Term Sheet” has the meaning set
forth in the Credit Agreement.


 


“Equity & Intercreditor Term Sheets”
has the meaning set forth in the Credit Agreement.


 


“Management Fee” means $150,000, which fee
shall be fully earned by the Hedge Provider and payable by the Counterparty to
the Hedge Provider on the Amendment Date.


 


“Sempra Letter” has the meaning specified in Section 4(h).


 


“September Settlement Amount” means
$4,640,510.80, which amount represents all amounts as of August 31, 2009
(other than the Management Fee) which have accrued and would otherwise be
payable by the Counterparty to the Hedge Provider (without any provision for
netting that may otherwise be 


 

















 


applicable under the Master Transaction Agreement or
the ISDA Master Agreement) on or before September 3, 2009 under the Master
Transaction Agreement and the ISDA Master Agreement.


 


Section 2.                                            Amendments to Master Transaction
Agreement.  The Master Transaction Agreement is hereby
amended as set forth below, which amendments shall be effective as of the date
on which the requirements set forth in Section 4 of this Amendment are
satisfied (the “Amendment Effective Date”):


 


(a)                                  Section 1.01 of the Master
Transaction Agreement is hereby amended to add, amend or restate, as
applicable, the following definitions in their entirety in the appropriate
alphabetical order:


 


“Accrued Receipts” means $1,314,000, which
amount represents all amounts as of August 31, 2009 that have accrued and
would otherwise be payable by the Hedge Provider to the Counterparty (without
any provision for netting that may otherwise be applicable under the Master
Transaction Agreement or the ISDA Master Agreement) on or before September 21,
2009 under the Master Transaction Agreement and the ISDA Master Agreement.


 


“Closing Checklist” means a list prepared by
the Counterparty setting forth each Refinance Document currently drafted or
contemplated in connection with the closing of the Refinance Transaction, along
with the current status of each such Refinance Document.


 


“Commitment Termination Date” means August 31,
2009 provided that the Commitment Termination Date shall be further extended to
September 21, 2009 if the conditions for the extension of the Maturity
Date of the Credit Agreement set forth in the Credit Agreement Eighth
Amendment, requiring an extension of the Maturity Date (as defined in the
Credit Agreement) to September 21, 2009, are satisfied or waived, and the
Hedge Provider has received written evidence that the Maturity Date under the
Credit Agreement has been so extended.


 


“Credit Agreement Eighth Amendment” means the
Eighth Amendment and Waiver to the Credit Agreement dated as of August 31,
2009.


 


“Fifteenth Amendment” means the Fifteenth
Amendment to the Master Transaction Agreement dated as of August 31, 2009.


 


“ISDA Termination Agreement” means the ISDA
Termination Agreement to be entered into between Société Générale and the
Counterparty.


 


“Novation Agreement” means the ISDA Novation
Agreement to be entered into among Counterparty, as Remaining Party, Société
Générale, as Transferor, and Sempra, as Transferee.


 

















 


“Payoff Letter” means the Payoff Letter to be
entered into among Société Générale, the Counterparty and Sempra.


 


“Required Terms” means each of the following:


 


(a)                                  the Termination Documents shall result in
the termination and/or the transfer by novation to Sempra of all of the
Transactions in existence on the effective date of the Termination Documents;


 


(b)                                 the Termination Documents will require
that Sempra and the Hedge Provider enter into hedging Transactions having terms
related to and hedging the Transactions being transferred by novation to Sempra
pursuant to the Novation Agreement; and


 


(c)                                  there will be no fee or upfront payment
imposed on the Hedge Provider by the Counterparty or Sempra as a condition to
such Person entering into the Termination Documents or the hedging transactions
referred to in clause (b) of this definition, whether in the form of a
cash payment, a reduction of the termination amount payable by the Counterparty
to the Hedge Provider under the ISDA Termination Agreement or otherwise.


 


“Refinance Transaction” means the proposed
transaction between Sempra and the Transaction Parties that would refinance the
obligations of the Transaction Parties under the Credit Agreement and replace
the Counterparties’ hedging program under the Transaction Documents.


 


“Refinance Documents” means, collectively, each
of the agreements documenting the Refinance Transaction.


 


“Sempra” means Sempra Energy Trading LLC.


 


“Termination Documents” means, collectively,
the ISDA Termination Agreement, the Novation Agreement and the Payoff Letter.


 


(b)                                 Section 2.06(a) of the Master
Transaction Agreement is hereby amended and restated in its entirety as
follows:


 


“(a)                            Notwithstanding any term or provision in
this Agreement or any Transaction Document, the Counterparty covenants and
agrees that (i) the Aggregate Fixed Price Open Positions in respect of all
Natural Gas Hedging Transactions from time to time in effect between the Hedge
Provider and the Counterparty (as determined by the Hedge Provider) shall not
at any time exceed 10 Bcf without the prior written consent of the Hedge
Provider, (ii) the ratio of Fixed Price Natural Gas Volumes to Variable
Price Natural Gas Volumes (as determined by the Hedge Provider) shall not at
any time exceed 70:30 without the prior written consent of the Hedge Provider
and (iii) new Natural Gas Hedging Transactions may be entered into after August 31,
2009 only if the Counterparty


 

















 


or any successor to the existing Counterparty at such
time is acceptable to the Hedge Provider in its sole discretion.”


 


(c)                                  Section 5.06 of the Master
Transaction Agreement is hereby amended by adding the following subsection (m) immediately
after subsection (l) thereof:


 


“(m)                         Closing Checklist. 
Promptly following any material addition, deletion, modification or
change to any information on the most recent Closing Checklist provided to the
Hedge Provider pursuant to Section 4(i) of the Fifteenth Amendment or
any update thereto provided pursuant to this Section 5.06(m), and in any
event on the first Business Day of each week, an updated Closing Checklist that
accurately reflects each Refinance Document and the status thereof;


 


(d)                                 Section 7.01(p) of the Master
Transaction Agreement is hereby amended and restated in its entirety as
follows:


 


“(p)                           A Letter of Credit is not issued by 12:00
pm on September 2, 2009 that contains the terms specified in Section 4(b) of
the Fifteenth Amendment; or”


 


(e)                                  Section 7.01 of the Master
Transaction Agreement is hereby further amended by adding the following clauses
(q) and (r) immediately after clause (p) thereof:


 


“(q)                           the Termination Documents shall not be
fully agreed with the Required Terms, for any reason whatsoever, among the
Counterparty, Sempra and the Hedge Provider on or before September 3,
2009; or


 


(r)                                    At any time after September 3, 2009,
Counterparty, any other Transaction Party or Sempra shall renegotiate or
otherwise attempt to modify or change any of the terms and conditions of the
Termination Documents, other than the finalization of the annexes and exhibits,
without the Hedge Provider’s prior approval.”


 


Section 3.                                            Waiver.


 


(a)                                  With respect to the Milestone
Requirements and the resulting Eighth Amendment Defaults that have each been
waived in writing by the Lenders under the Credit Agreement pursuant to the
Credit Agreement Eighth Amendment, but only to the extent so waived thereunder
and only for so long as such waivers are in effect and the effectiveness of
such waivers are not challenged or contested by any of the Lenders and are not
thereafter rescinded, the Hedge Provider hereby waives any Specified Events
that result from the failure of the Counterparty to comply with the Milestone
Requirements.  The waiver expressed in
this Section 3(a) shall be effective only so long as the
representations and warranties herein contained remain true and correct.


 


(b)                                 Except as expressly provided in Section 3(a) above,
all of the terms and provisions of the Master Transaction Agreement and all
Transaction Documents are and shall remain in full force and effect. Section 3(a) shall
not be construed (i) as a waiver or amendment 


 

















 


of any provision of the Master Transaction Agreement (including the
occurrence of any Specified Event and the effect of such occurrence other than
under the conditions expressly set forth in Section 3(a)) or the
Transaction Documents, (ii) for any purpose except as expressly set forth herein or
(iii) as a consent to any further or future action on the part of
Counterparty.


 


Section 4.                                            Conditions to Effectiveness. 
This Amendment shall be effective on the date on which the Hedge
Provider shall have received each of the following, in form and substance
satisfactory to the Hedge Provider:


 


(a)                                  The Hedge Provider shall have received
from the Counterparty payment in cash of the Management Fee and the September Settlement
Amount, and


 


(b)                                 written evidence in form and substance
satisfactory to the Hedge Provider that the Counterparty has sent a written
request to the Lenders asking that the stated expiration date of the Letter of
Credit provided by the Counterparty pursuant to the Master Transaction
Agreement in the amount of $35,000,000 be extended to provide for expiry of the
Letter of Credit no earlier than October 26, 2009;


 


(c)                                  written evidence in form and substance
satisfactory to the Hedge Provider that any and all third party consents or
waivers required in connection with this Amendment have been obtained;


 


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


 


(e)                                  the ninth amendment to the Schedule to
the ISDA Master Agreement has been executed and delivered by the Hedge Provider
and the Counterparty;


 


(f)                                    written 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;


 


(g)                                 written evidence in form and substance
satisfactory to the Hedge Provider that the Credit Agreement Eighth Amendment,
in form and substance acceptable to the Hedge Provider in its sole discretion
and, for the avoidance of doubt, without any reduction of the Revolving
Commitments (as defined in the Credit Agreement), has been fully executed and
delivered by each party thereto;


 


(h)                                 one or more letters executed by Sempra
(collectively, the “Sempra Letter”) in form and substance satisfactory
to the Hedge Provider; and


 


(i)                                     a Closing Checklist, current and accurate
as of the Amendment Effective Date.


 


Section 5.                                            Representations and Warranties. 
Each of the Counterparty, the Parent and the Guarantors (each a “Transaction
Party” and, collectively, the “Transaction 


 

















 


Parties”) 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)                                 except as expressed herein and after
giving effect to the waiver set forth herein, no Specified Event, and no Event
of Default or Termination Event on the part of any Transaction Party, has
occurred and is continuing;


 


(c)                                  the Counterparty has delivered a copy of
this Amendment in its final form to the Administrative Agent and the Lenders
under the Credit Agreement prior to the time that the Administrative Agent and
the Lenders under the Credit Agreement have executed and delivered the Credit
Agreement Eighth Amendment;


 


(d)                                 the statements of fact made by Sempra in
the Sempra Letter are, to the Counterparty’s knowledge, true and correct;


 


(e)                                  set forth on Schedule I is a
comprehensive list of (i) all internal consents and approvals of the
Counterparty and (ii) to the Counterparty’s knowledge after due inquiry,
all external consents and approvals of Sempra (other than consents and
approvals of Governmental Authorities) that are necessary in order for the
Refinance Documents to be executed and delivered and to become effective and
enforceable against the parties thereto;


 


(f)                                    set forth on Schedule II is a
comprehensive list of all consents, approvals, filings with, notices to, or any
other action to be taken by, any Governmental Authority required for the
Refinance Documents to become effective;


 


(g)                                 the Closing Checklist is current and
accurate as of the Amendment Effective Date;


 


(h)                                 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;


 


(i)                                     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


 


(j)                                     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.


 

















 


Section 6.                                            Release.  As a material
part of the consideration for the Hedge Provider to enter into this Amendment,
each Transaction Party, on behalf of itself and its officers, directors, equity
holders, Affiliates, successors and assigns, hereby releases and forever
discharges the Hedge Provider and their respective predecessors, officers,
managers, directors, shareholders, employees, agents, attorneys,
representatives, subsidiaries, and Affiliates (each a “Hedge
Party”) from any and all claims, expenses, costs, causes of actions
or other losses or liabilities of any nature whatsoever existing on the
Amendment Date, including, without limitation, all claims, expenses, costs,
causes of actions or other losses or liabilities for or in respect of
contribution and indemnity, whether arising at law or in equity, whether
liability be direct or indirect, liquidated or unliquidated, whether absolute
or contingent, foreseen or unforeseen, and whether or not heretofore asserted,
which any Transaction Party may have or claim to have against any Hedge Party
under, arising out of, in connection with, or in any way related to, this
Amendment or any Transaction Documents. 
For the avoidance of doubt, the provisions of this clause shall survive
any termination of the Master Transaction Agreement, as amended hereby.


 


Section 7.                                            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 arc hereby ratified and confirmed in all respects.


 


Section 8.                                            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 9.                                            Entire Agreement Transaction Document. 
Except to the extent specifically modified and amended by this
Amendment, the Master Transaction Agreement shall remain in full force and
effect and is hereby ratified and confirmed. 
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 10.                                      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 11.                                      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 12.                                      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 13.                                      Payments; Reimbursement of Legal Fees; No Novation
Fees.  The Counterparty and the Guarantors hereby
acknowledge and agree that the Management Fee and the September Settlement
Amount has been fully earned by the Hedge Provider and no amount thereof is
refundable.  In addition to the other
payments provided for herein, 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.  The Hedge Provider agrees that, except as otherwise
set forth herein, no additional fees shall be due from the Counterparty or the
Guarantors in respect of the novation of the Hedging Facility or any similar
transaction related to Hedging Facility entered into by the Counterparty in
furtherance of the requirements of the Milestones set forth herein, other than
amounts representing costs and expenses actually and reasonably incurred by the
Hedge Provider and its outside counsel in connection therewith and any amount
payable in respect of the value of the Hedging Facility.


 


Section 14.                                      No Novation.  The parties
intend that the execution and delivery of this Amendment shall not constitute a
novation of either Master Transaction Agreement or any Hedging Transactions
thereunder.


 


[Remainder of page intentionally left blank]


 
















 


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.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  MXENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/
  CHAITU PARIKH

  
	
   

  	
  Name: 

  	
    Chaitu
  Parikh

  
	
   

  	
  Title: 

  	
    Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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.

  
	
   

  	
  INFOMETER.COM
  INC.

  
	
   

  	
  MXENERGY
  SERVICES INC

  
	
   

  	
  MXENERGY CAPITAL
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/
  CHAITU PARIKH

  
	
   

  	
  Name: 

  	
    Chaitu
  Parikh

  
	
   

  	
  Title: 

  	
    Vice
  President and Chief Financial Officer

  
				



 

















 


	
   

  	
  HEDGE PROVIDER:

  
	
   

  	
   

  
	
   

  	
  SOCIÉTÉ GÉNÉRALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gonzague
  Bataille

  
	
   

  	
  Name:  Gonzague Bataille

  
	
   

  	
  Title:  Managing Director

  
	
   

  	
  Head of
  Commodity Markets-The Americas

  



 

















 


Schedule I


 


Internal and External Consents
and Other Non-Governmental Approvals


 


	
  Party

  	
   

  	
  Approvals

  	
   

  	
  Status

  
	
  MXEnergy Inc.

  	
   

  	
  Board
  Resolutions

  	
   

  	
   

  
	
   

  	
   

  	
  Stockholder
  Resolutions

  	
   

  	
   

  
	
   

  	
   

  	
  [Extension of
  Bond Exchange Offer]

  	
   

  	
   

  
	
  Sempra Energy
  Trading, LLC

  	
   

  	
  Credit Committee

  	
   

  	
   

  
	
  Sempra Energy
  Trading, LLC

  	
   

  	
  Capital
  Allocation Committee

  	
   

  	
   

  
	
  Rochester Gas
  and Electric Corporation

  	
   

  	
  Approval
  required under operating agreements

  	
   

  	
  Complete

  
	
  New York State
  Electric & Gas Corporation

  	
   

  	
  Approval
  required under operating agreements

  	
   

  	
  Complete

  



 

















 


Schedule II


 


Governmental Approvals


 


	
  Approval, Filing or Other Action

  	
   

  	
  Status

  
	
  Federal Energy
  Regulatory Commission approval for Refinance Transaction by MXEnergy Inc.

  	
   

  	
  Application
  Submitted; Comment period has concluded without any comments submitted.

  
	
  Federal Energy
  Regulatory Commission approval FPA § 203 for Exchange Offer by MXEnergy Inc.

  	
   

  	
  Complete

  
	
  Georgia

  	
   

  	
  Borrowers to
  provide the Commission: (i) informal status updates until closing of the
  Senior Notes Exchange Offer and Refinance Transaction and (ii) a notice
  within 30 days of the closing of the Senior Notes Exchange Offer

  
	
  Michigan

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  Ohio

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  New Jersey

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  Maryland

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  Texas

  	
   

  	
  Borrowers to
  notify Commission within 10 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction and obtain amendment to REP certificate

  
	
  New York

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  Pennsylvania

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  British Columbia

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  Ontario

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and

  



 

















 


	
   

  	
   

  	
  Refinance
  Transaction

  
	
  Connecticut

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  Florida

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  Illinois

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  Kentucky

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  Massachusetts

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction

  
	
  Indiana

  	
   

  	
  Borrowers to
  notify Commission within 30 days of closing of Senior Notes Exchange Offer
  and Refinance Transaction