Exhibit 10.1


 


FOURTH AMENDMENT & WAIVER


 


This
Fourth Amendment & Waiver (this “Amendment”) dated as of June 8,
2009 (the “Fourth Amendment Effective Date”) is by and among MxEnergy
Inc., a Delaware corporation (“MxEnergy”), MxEnergy Electric Inc., a
Delaware corporation (“MxEnergy Electric”, MxEnergy and MxEnergy
Electric each a “Borrower” and collectively, the “Borrowers”),
MxEnergy Holdings Inc. and certain Subsidiaries thereof (collectively, the “Guarantors”),
and the financial institutions and other Persons whose signatures appear below
as Lenders.


 


PRELIMINARY STATEMENTS


 


A.            Reference is made to the
Third Amended and Restated Credit Agreement dated as of November 17, 2008
among the Borrowers, the Guarantors, the lenders party thereto and the
Administrative Agent, as amended by the First Amendment dated as of March 11,
2009, the Second Amendment & Waiver dated as of May 15, 2009, and
the Third Amendment & Waiver dated as of May 29, 2009 (as amended
through the date hereof, the “Credit Agreement”).  Unless otherwise expressly provided herein,
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement.


 


B.            Section 7.01(m) of
the Credit Agreement provides that it is an Event of Default (1) if the
Borrowers fail to deliver to the Administrative Agent and the Lenders, on or
before May 15, 2009, an executed contract for a Liquidity Event, which
contract shall not contemplate any financing from any of the Revolving Lenders
(excluding any Revolving Lender that separately agrees to participate in any
such financing of a Liquidity Event) (a “Liquidity Event Contract”) and (2) if
a Liquidity Event shall not have been consummated on or before May 31,
2009.  Under the Third Amendment, the
Majority Lenders waived through June 8, 2009 the requirement to provide a
Liquidity Event Contract and to consummate a Liquidity Event.  As of the date hereof, the Borrowers have
failed to deliver a Liquidity Event Contract to the Administrative Agent and
the Lenders and to consummate a Liquidity Event (together, the “Trigger
Event Requirement”).


 


C.            The Borrowers have requested that the Majority Lenders amend the
Credit Agreement as set forth in this Amendment and waive the Trigger Event
Requirement through June 15, 2009.


 


D.            The Lenders party hereto, constituting the Majority Lenders
under the Credit Agreement, are willing to amend the Credit Agreement and waive
the Trigger Event Requirement through June 15, 2009, each on the terms and
conditions set forth herein.


 


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


 

















 


AGREEMENT


 


Section 1.               Amendments to Credit Agreement.


 


(a)           Amendments to Section 1.01.


 


(i)            Paragraph (k) of the definition of “Borrowing
Base” is hereby amended in its entirety to read as follows:


 


(k)(i) 120% of the Swap
Termination Value owed by a Borrower or any of its Subsidiaries for any Swap
Contracts between a Borrower or any of its Subsidiaries and a Swap Counterparty
(other than the hedge provider under the Master Transaction Agreement) and


 


(ii) 120% of the Swap
Termination Value in excess of $35,000,000.00 owed by a Borrower or any of its
Subsidiaries for any Swap Contracts between a Borrower or any of its Subsidiaries
and the hedge provider under the Master Transaction Agreement;


 


(ii)           A new definition of “Fourth Amendment Effective Date”
is hereby added in the appropriate alphabetical order to read as follows:


 


“Fourth
Amendment Effective Date” means June 8, 2009.


 


(b)           Amendment to Exhibit B. 
Row 1(k) of Exhibit B to the Credit Agreement is hereby
amended in its entirety to read as follows:


 


	
  (k)(i) the Swap
  Termination Value owed by a Borrower or any of its Subsidiaries for any Swap
  Contracts between a Borrower or any of its Subsidiaries and a Swap
  Counterparty (other than the hedge provider under the Master Transaction
  Agreement)

  	
   

  	
  $

  	
    

  	
   

  	
  120

  	
  %

  	
  $

  	
    

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii) the Swap
  Termination Value in excess of $35,000,000.00 owed by a Borrower or any of
  its Subsidiaries for any Swap Contracts between a Borrower or any of its
  Subsidiaries and the hedge provider under the Master Transaction Agreement

  	
   

  	
  $

  	
    

  	
   

  	
  120

  	
  %

  	
  $

  	
    

  	
   

  



 


Section 2.               Waiver.


 


(a)           The Majority Lenders hereby agree,
subject to the terms and conditions of this Amendment, to waive the Trigger
Event Requirement, provided, that, the Borrowers, on or before June 15,
2009, consummate a Liquidity Event or the waiver 


 

















 


contained herein shall terminate and be of no effect as of the close of
business on June 15, 2009.


 


(b)           The waiver by the Majority Lenders
described in this Section 2 is contingent upon the satisfaction of
the conditions precedent set forth below in this Amendment and the proviso in
paragraph (a) above and is limited to the Trigger Event Requirement.  Such waiver is limited to the extent
described herein and shall not be construed to be a consent to or a permanent
waiver of Section 7.01(m) of the Credit Agreement or any other
terms, provisions, covenants, warranties or agreements contained in the Credit Agreement
or in any of the other Loan Documents. 
The Administrative Agent and the Lenders reserve the right to exercise
any rights and remedies available to them in connection with any other present
or future Defaults or Events of Default with respect to the Credit Agreement or
any other provision of any Loan Document.


 


Section 3.               Consent to Intercreditor Agreement Amendment. 
The Majority Lenders consent to the Administrative Agent’s execution as
the Credit Agreement Representative of, and direct to Administrative Agent to
execute effective as the Fourth Amendment Effective Date, Amendment No. 3
dated as of June 8, 2009 to the Intercreditor Agreement in the form of the
attached Exhibit A (“Intercreditor Agreement Amendment”).


 


Section 4.               Conditions to Effectiveness. 
This Amendment shall be effective as of the Fourth Amendment Effective
Date when the Administrative Agent shall have received confirmation of each of
the following in form and substance satisfactory to the Administrative Agent:


 


(a)           counterparts of this Amendment, duly executed by each
Loan Party and the Majority Lenders and of the Intercreditor Agreement
Amendment duly executed by each of the parties thereto and


 


(b)           a duly executed amendment or waiver to
the Master Transaction Agreement in form and substance satisfactory to the
Administrative Agent, which shall be effective and shall amend the Master
Transaction Agreement or waive the provisions thereof (i) to change the
Milestones (as defined in the Master Transaction Agreement) to the Parent’s
failure to initiate on or before June 30, 2009 an exchange or similar
offer to holders of the Senior Notes on terms necessary to meet the conditions
specified in the terms of a financing proposal the Borrowers have received for
the repayment of the Obligations, (ii) to extend the Borrower’s ability to
obtain hedging on an unmargined basis in accordance with the terms of the
Master Transaction Agreement through July 31, 2009, (iii) to
accelerate the due date for up to $3.0 million of option payments due to the
hedge provider under the Master Transaction Agreement from June 30, 2009
to no later than June 11, 2009, and (iv) to defer the due date for up
to $1.32 million of payments due to the Borrowers from the hedge provider under
the Master Transaction Agreement from June 30, 2009 to date of the
termination of the Master Transaction Agreement.


 

















 


Section 5.               Representations and Warranties. 
Each Loan Party jointly and severally hereby represents and warrants
that, as of the Fourth Amendment Effective Date:


 


(a)           all representations and warranties of such Loan Party
contained in the Credit Agreement, as amended hereby, and any other Loan
Document are true and correct in all material respects with the same effect as
if such representations and warranties had been made on the Fourth Amendment
Effective 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) and


 


(b)           no Default has occurred and is
continuing.


 


Section 6.               Consent of Guarantors; Confirmation of Guarantees. 
Each Guarantor hereby consents to this Amendment and hereby confirms and
agrees that notwithstanding the effectiveness of this Amendment, the Guarantee
contained in Article VIII of the Credit Agreement is, and shall continue
to be, in full force and effect and is hereby ratified and confirmed in all
respects.


 


Section 7.               Release; Acknowledgement of Debt.


 


(a)           As a material part of the consideration for the
Administrative Agent and the Lenders entering into this Amendment, each
Borrower and each Guarantor, on behalf of itself and its officers, directors,
equity holders, Affiliates, successors and assigns, hereby releases and forever
discharges the Administrative Agent, the Issuing Bank, and each Lender and
their respective predecessors, officers, managers, directors, shareholders,
employees, agents, attorneys, representatives, subsidiaries, and Affiliates
(each a “Lender Party”) from any and all claims, expenses, costs, causes
of actions or other losses or liabilities of any nature whatsoever existing on
the Fourth Amendment Effective 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 Borrower or Guarantor may have or claim to have against any
Lender Party under, arising out of, in connection with, or in any way related
to, this Amendment, the Credit Agreement, as amended hereby, or any other Loan
Documents.  For the avoidance of doubt,
the provisions of this clause shall survive any termination of the Credit
Agreement, as amended hereby.


 


(b)           As of 9 a.m. New York time on the
Fourth Amendment Effective Date, (i) the aggregate outstanding principal
amount of (A) Revolving Advances is $0 and (B) Bridge Loans is $5,400,000.00;
and (ii) the aggregate undrawn face amount of the Letters of Credit is
$100,885,181.69.


 


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.  This Amendment, the Credit
Agreement and the other Loan 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.


 


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.


 


[Signature pages follow]


 

















 


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
Fourth Amendment Effective Date.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  MXENERGY
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/CHAITU PARIKH

  
	
   

  	
  Name:

  	
  Chaitu Parikh

  
	
   

  	
  Title:

  	
  Vice President and Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  MXENERGY
  ELECTRIC INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/CHAITU PARIKH

  
	
   

  	
  Name:

  	
  Chaitu Parikh

  
	
   

  	
  Title:

  	
  Vice President and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  MXENERGY
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/CHAITU PARIKH

  
	
   

  	
  Name:

  	
  Chaitu Parikh

  
	
   

  	
  Title:

  	
  Vice President and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  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
  CAPITAL CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/CHAITU PARIKH

  
	
   

  	
  Name:

  	
  Chaitu Parikh

  
	
   

  	
  Title:

  	
  Vice President and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MXENERGY SERVICES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/CHAITU PARIKH

  
	
   

  	
  Name:

  	
  Chaitu Parikh

  
	
   

  	
  Title:

  	
  Vice President and Chief
  Financial Officer

  



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  SOCIÉTÉ
  GÉNÉRALE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/BARBARA PAULSEN

  
	
   

  	
  Name:

  	
  Barbara Paulsen

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/CHUNG-TAEK OH

  
	
   

  	
  Name:

  	
  Chung-Taek Oh

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


 


	
   

  	
  WACHOVIA BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/STEVEN MARKUNAS

  
	
   

  	
  Name:

  	
  Steven Markunas

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 

















 


	
   

  	
  CoBANK, ACB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/DALE KEYES

  
	
   

  	
  Name:

  	
  Dale Keyes

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  MORGAN STANLEY BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/MELISSA JAMES

  
	
   

  	
  Name:

  	
  Melissa James

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 
















 


	
   

  	
  ALLIED
  IRISH BANKS p.l.c.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/JOANNE
  GIBSON

  
	
   

  	
  Name:

  	
  Joanne
  Gibson

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ROISIN
  O’CONNELL

  
	
   

  	
  Name:

  	
  Roisin
  O’Connell

  
	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


RZB
FINANCE LLC


 


 


	
  By:

  	
   

  	
  /s/ASTRID WILKE

  	
   

  	
  By:

  	
  /s/JOYCE
  MARIE GAPAY

  
	
  Name:

  	
   

  	
  Astrid Wilke

  	
  Name:

  	
  Joyce
  Marie Gapay

  
	
  Title:

  	
   

  	
  Vice
  President

  	
  Title:

  	
  Vice
  President

  



 

















 


EXHIBIT A


 


Amendment No. 3 to Intercreditor Agreement


(Attached)


 

















 


AMENDMENT NO. 3


 


This Amendment No. 3
dated as of June 8, 2009 (this “Amendment”) is among (a) Société
Générale, as Administrative Agent (in such capacity, with its successors and
assigns, the “Credit Agreement Representative”) for the Credit Agreement
Secured Parties, (b) Société Générale, as a Secured Counterparty (“Secured
Counterparty”), (c) Denham Commodity Partners Fund LP (formerly Sowood
Commodity Partners Fund LP), a Delaware limited partnership (together with its
successors and assigns, “Sowood”), and (d) MxEnergy Holdings Inc.,
a Delaware corporation, MxEnergy Inc., a Delaware corporation (“MxEnergy”),
MxEnergy Electric Inc., a Delaware corporation (“MxElectric”, and
together with MxEnergy, the “Borrowers”), and certain of their
respective subsidiaries party thereto (the “Intercreditor Parties”).


 


INTRODUCTION


 


A.            The Borrowers, the Parent,
the other Loan Parties, the Credit Agreement Representative and certain
financial institutions are parties to a Third Amended and Restated Credit
Agreement dated as of November 17, 2008 (as amended, supplemented,
restated, or otherwise modified from time to time, the “Restated Credit
Agreement”) pursuant to which such financial institutions have agreed to
make loans and extend other financial accommodations to the Borrowers.


 


B.            MxEnergy, certain of the
other Loan Parties, and the Secured Counterparty are parties to the Master
Transaction Agreement dated as of August 1, 2006, as amended through the
Twelfth Amendment to Master Transaction Agreement dated as of June 8, 2009
(the “Twelfth Amendment to Master Transaction Agreement”) pursuant to
which the Secured Counterparty, among other things, provides natural gas
hedging arrangements for MxEnergy (the original Master Transaction Agreement,
as amended through the Twelfth Amendment to Master Transaction Agreement and as
further amended, supplemented, restated, or otherwise modified from time to
time, the “Master Transaction Agreement”).


 


C.            The Borrowers have
requested, and, upon this Amendment becoming effective, the other Intercreditor
Parties have agreed, that certain provisions of the Subordination and
Intercreditor Agreement dated as of December 19, 2005, as amended by
Amendment No. 1 dated as of August 1, 2006 and Amendment No. 2
dated as of November 7, 2008 (the original Intercreditor Agreement as so
amended, the “Intercreditor Agreement”) among the Intercreditor Parties
be amended in the manner provided for in this Amendment.


 


Therefore, the parties to
this Amendment hereby agree as follows:


 


Section 1.               Defined Terms.  Except to the
extent specifically provided otherwise herein, capitalized terms not defined
herein but defined in the Intercreditor Agreement and used herein shall have
the meanings given to such terms in the Intercreditor Agreement.


 


Section 2.               Amendment to Intercreditor Agreement. 
In Section 1 of the Intercreditor Agreement, the definition of “Secured
Counterparty Primary Collateral” is amended in its entirety to read as follows:


 

















 


“Secured Counterparty
Primary Collateral” means, with respect to each Secured Counterparty, all
rights, whether now owned or hereafter acquired, and proceeds therefrom under (a) all
contracts of the Borrower or any of its Subsidiaries for the sale of
electricity or gas or related products to one of such Loan Party’s customers (i) for
which such Secured Counterparty provides (A) any of the electricity or gas
or related products or (B) commodity price hedging or futures sales of
commodities, and (ii) in which a Lien is granted or purported to be
granted to such Secured Counterparty as security for any Secured Counterparty
Obligation owing to such Secured Counterparty, excluding, however, accounts (as
defined in the UCC) with respect to such contracts, whether now owned or
hereafter acquired, and all proceeds from such accounts and (b) all
Collateral Accounts and Collateral Account Property.


 


Section 3.               Conditions to Effectiveness. 
This Amendment shall become effective on the date (the “Amendment
Effective Date”) on which all Intercreditor Parties shall have executed and
delivered this Amendment.


 


Section 4.               Miscellaneous.


 


(a)           Representation and Warranties. 
Each Intercreditor Party hereby represents and warrants to each other
Intercreditor Party, as of the Amendment Effective Date, that:


 


(i)            Corporate Power; Authorization;
Enforceable Obligations.


 


(1)           Such Intercreditor Party has the
corporate power and authority, and the legal right, to execute, deliver, and
perform its obligations under this Amendment, and has taken all necessary
corporate or other organizational action to authorize the execution, delivery
and performance of this Amendment.


 


(2)           No consent or authorization of, approval
by, notice to, filing with or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the execution and
delivery of this Amendment or with the performance, validity or enforceability
of this Amendment.


 


(3)           This Amendment has been duly executed and
delivered on behalf of such Intercreditor Party.


 


(4)           This Amendment constitutes a legal, valid and binding
obligation of such Intercreditor Party, enforceable against such Intercreditor
Party in accordance with its terms, except as affected by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting the enforcement of creditors’ rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.


 

















 


(ii)           No Legal Bar. 
The execution, delivery and performance of this Amendment will not
violate any applicable law or contractual obligation of such Intercreditor
Party and will not result in, or require, the creation or imposition of any
Lien on any of its or their respective properties or revenues pursuant to any
such applicable law or contractual obligation.


 


(b)           Costs and Expenses. 
The Borrowers agree to pay all of the out-of-pocket costs and reasonable
expenses incurred by the other Intercreditor Parties in connection with this
Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of its counsel.


 


(c)           No Other Amendments; Confirmation. 
Except as expressly amended, modified and supplemented hereby, the
provisions of the Intercreditor Agreement are and shall remain in full force
and effect.


 


(d)           Governing Law. 
This Amendment and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the
laws of the State of New York, without regard to principles of conflicts of
laws thereof (other than Sections 5-1401 and 5-1402 of the New York General
Obligations Law).


 


(e)           Counterparts. 
This Amendment may be executed by one or more of the Intercreditor
Parties on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.  This Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.


 


 


	
   

  	
  SOCIÉTÉ
  GÉNÉRALE, as Credit Agreement Representative for and on behalf of the Credit
  Agreement Secured Parties

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOCIÉTÉ
  GÉNÉRALE, as Secured Counterparty

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  MXENERGY
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MXENERGY
  ELECTRIC INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MXENERGY
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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.

  
	
   

  	
  INFOMETER.COM
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MXENERGY
  SERVICES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  DENHAM
  COMMODITY PARTNERS FUND LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DENHAM
  COMMODITY PARTNERS GP LP, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Denham
  GP LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: