Exhibit 10.2


 


THIRTEENTH
AMENDMENT TO

MASTER TRANSACTION AGREEMENT


 


This
Thirteenth Amendment to the Master Transaction Agreement (this “Amendment”), dated as of July 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


 


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, (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 (the “Twelfth Amendment”)
and (M) 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 Seventh 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);


 


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


 


C.            The
Counterparty has advised the Hedge Provider that certain Trigger Events (as
defined in the Credit Agreement) have occurred and certain Trigger Events may
have occurred that, if not waived by the Lenders thereunder, could constitute
Events of Default under the Credit Agreement;


 


D.            The
Lenders under the Credit Agreement have agreed to waive any Event of Default
(as defined in the Credit Agreement) that could result from any such Trigger
Event pursuant to the Sixth Amendment, Waiver and Consent to the Credit
Agreement dated as of the date hereof and attached hereto as Exhibit A
(the “Credit Agreement Sixth Amendment”);


 

















 


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


 


F.             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.


 


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 6 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:


 


“Accrued Receipts”
means $1,314,000, which amount represents all amounts as of July 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 August 31, 2009 under the Master Transaction Agreement and the ISDA
Master Agreement.


 


“Commitment Termination Date” means August 18,
2009 provided that the Commitment Termination Date shall be further extended to
August 31, 2009 if both (a) the conditions for the extension of the
Maturity Date of the Credit Agreement set forth in the Credit Agreement Sixth
Amendment, requiring an extension of the Maturity Date (as defined in the
Credit Agreement) to August 31, 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 and (b) the Counterparty has
delivered to the Hedge Provider no later than August 14, 2009, a binding
commitment letter, which (i) provides that the committing party’s
obligations thereunder are not subject to the completion of due diligence and (ii) is
in form and substance satisfactory to the Hedge Provider in its sole discretion
and (iii) sets forth a closing date that is no later than August 31,
2009, and which commitment letter provides for either (x) the payment in
full of all amounts owing to the Hedge Provider under the ISDA Master Agreement
in respect of the termination of each Transaction (as defined in the ISDA
Master Agreement) entered into thereunder (assuming for such purpose that August 31,



 

















 


2009 is the Early Termination Date under the ISDA
Master Agreement) and/or (y) to the extent that one or more Transactions
under the ISDA Master Agreement are not terminated on or about August 31,
2009, the assumption (whether through novation or otherwise) of all such
Transactions under the ISDA Master Agreement by an entity that has made a firm
offer which, when made, is capable of becoming legally binding upon acceptance.


 


“Twelfth Amendment Extension
Fee” means the Unearned Extension Fee set forth in the Twelfth
Amendment of $1,000,000, which fee has been paid to the Hedge Provider by the
Counterparty and which the Counterparty acknowledges has been fully earned by
the Hedge Provider.


 


“Extension Fee” means the Twelfth Amendment
Extension Fee and/or the Thirteenth Amendment Extension Fee, as the context may
require.


 


“Credit Agreement Sixth Amendment” means the
Sixth Amendment, Waiver and Consent to the Credit Agreement dated as of July 31,
2009.


 


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


 


“Thirteenth Amendment Extension Fee” means an
amount equal to $250,000, which fee shall be fully earned by the Hedge Provider
and payable by the Counterparty to the Hedge Provider on the Amendment Date,
and which fee shall include any amount otherwise payable as a Management Fee by
the Counterparty under the terms of the Master Transaction Agreement for the
period ending August 31, 2009.


 


(b)           Section 1.01
of the Master Transaction Agreement is hereby amended to delete the defined
terms “Determination Date”, “Release Date” and “Unearned Extension Fee”.


 


(c)           The
fourth paragraph of the definition of “Milestone” contained in Section 1.01
of the Master Transaction Agreement is hereby amended by deleting the “and” at
the end thereof.


 


(d)           The
fifth paragraph of the definition of “Milestone”
contained in Section 1.01 of the Master Transaction Agreement is hereby
deleted in its entirety.


 


(e)           The
definition of “Milestone” contained in Section 1.01 of the Master
Transaction Agreement is hereby amended by adding the new paragraphs five and
six in their proper sequential order:


 


“(v)         August 31,
2009, a Liquidity Event shall be consummated; and


 


(vi)          August 31,
2009, financial closing and funding of (1) the refinancing in full of the
Obligations (as defined in the Credit Agreement) and (2) either (x) the
payment in full of all amounts owing to the Hedge Provider under the ISDA
Master Agreement in respect of the termination of each Transaction (as defined
in 


 

















 


the ISDA Master Agreement, the Master Transaction
Agreement and any other agreement 
between the Counterparty and the Hedge Provider and/or (y) to the
extent that one or more Transactions under the ISDA Master Agreement are not
terminated on or about the Commitment Termination Date, the assumption (whether
through novation or otherwise) of all such Transactions under the ISDA Master
Agreement with an eligible counterparty consented to by the Hedge Provider in
its sole discretion, has in each case been achieved.”


 


(f)            The
definition of “Milestone” contained in Section 1.01 of the Master
Transaction Agreement is hereby amended by adding the following new paragraph
to the end thereof:


 


“Notwithstanding anything to the contrary contained
herein, any Trigger Event under the Credit Agreement, including, without
limitation, any Trigger Event added to the Credit Agreement pursuant to the
Credit Agreement Sixth Amendment or any other amendment or modification thereof
on or after the Amendment Date, shall be automatically deemed to be an
additional “Milestone” hereunder.”


 


(g)           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 11 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 the Amendment Date only if the Counterparty or any successor
to the existing Counterparty at such time is acceptable to the Hedge Provider
in its sole discretion.”


 


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


 


“Section 7.01         Specified
Events. The occurrence of any of the following events shall constitute a “Specified
Event” hereunder:


 


(a)           The
occurrence of (i) an Event of Default under any ISDA Document with respect
to which the Counterparty is the Defaulting Party, (ii) any Termination
Event under any ISDA Document with respect to which the Counterparty is an
Affected Party or (iii) any VPEM Specified Event; or


 

















 


(b)           The
Counterparty or any other Transaction Party shall fail to pay any amount due
and payable solely under this Agreement to the Hedge Provider within two (2) Business
Days after the same becomes due and payable; or


 


(c)           Any
representation or statement made or deemed to be made by the Counterparty or
any other Transaction Party (or any of their respective officers) in this
Agreement, in any other Transaction Document, or in connection with this
Agreement or any other Transaction Document, shall prove to have been incorrect
in any material respect when made or deemed to be made; or


 


(d)           Any
Transaction Party shall (i) fail to perform or observe any covenant
contained in (or incorporated by reference in) Sections 5.01, 5.07(a),
5.10 or 5.12 of this Agreement or in Article VI of
this Agreement or (ii) fail to perform or observe any other term or
covenant set forth in this Agreement which is not covered by clause (i) above
or any other provision of this Section 7.01 if such failure shall
remain unremedied for ten (10) days; or


 


(e)           The
occurrence of any violation of any covenant specified in Section 2.06(a) of
this Agreement; or


 


(f)            The
occurrence of a Change in Control; or


 


(g)           The
occurrence of any Event of Default (as defined in the Credit Agreement); or


 


(h)           This
Agreement, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder, ceases to be in full force and
effect; or any Transaction Party or any other Person contests in any manner the
validity or enforceability of any of this Agreement; or any Transaction Party
denies that it has any or further liability or obligation under this Agreement,
or purports to revoke, terminate or rescind, this Agreement; or


 


(i)            The
Hedge Provider shall fail to have an Acceptable Security Interest in any of the
Collateral, in each case with the relative priorities described in this
Agreement and the Intercreditor Agreement; or


 


(j)            The
occurrence of the Commitment Termination Date; or


 


(k)           The
occurrence of a Credit Facility Event; or


 


(l)            Failure
of the Counterparty to receive the proceeds of the Bridge Financing by November 17,
2008 (or such later date as the Hedge Provider may approve); or


 


(m)          Failure
of the Counterparty to satisfy the requirements of any Milestone; or


 

















 


(n)           The
Counterparty shall fail to pay in full when due the Thirteenth Amendment
Extension Fee as required under Section 3(b) of the Thirteenth
Amendment; or


 


(o)           At
any time subsequent to the effectiveness of the Thirteenth Amendment (i) the
Counterparty shall fail to maintain a Borrowing Base Availability (as defined
in the Credit Agreement) in an amount at least equal to $10,000,000, as
reported by the Counterparty in its most recent Borrowing Base Report provided
to the Administrative Agent pursuant to Section 5.06(e) of the Credit
Agreement, or (ii) the definition of Borrowing Base contained in the
Credit Agreement as of the effective date of the Thirteenth Amendment shall be
amended, or any provision thereof shall be waived, in either case without the
prior written consent of the Hedge Provider. 
For purposes of determining the Borrowing Base on any date, the amount
deducted as the Swap Termination Value of the Swap Contracts (as each such term
is defined in the Credit Agreement) with respect to all Hedging Transactions in
effect on such date shall be the Unsecured Exposure as of such date; or


 


(p)           A
Letter of Credit is not issued by 4:00 pm on August 3, 2009 that contains
the terms specified in Section 6(a) of the Thirteenth Amendment.”


 


(i)            Section 5.06(l) of
the Master Transaction Agreement is hereby amended and restated in its entirety
as follows:


 


“(l)          Borrowing
Base Reports.  So long as the Master
Transaction Agreement is in force and the Commitments thereunder have not been
terminated, the Company shall provide to the Hedge Provider (i) a copy of
each Borrowing Base Report provided to the Administrative Agent pursuant to Section 5.06(e) of
the Credit Agreement, and (ii) immediate written notice of any proposed
modification or waiver of any provision of the definition of the term “Borrowing
Base” contained in the Credit Agreement.”


 


Section 3.               Payment
of Extension Fee and Payment of Accrued Receipts.


 


(a)           The
Counterparty and the Guarantors hereby acknowledge and agree that the Twelfth
Amendment Extension Fee has been fully earned by the Hedge Provider and no
amount thereof is refundable.


 


(b)           The
Counterparty and the Guarantors hereby agree to pay to the Hedge Provider, in
immediately available funds on or prior to the Amendment Effective Date, the
Thirteenth Amendment Extension Fee.  The
Thirteenth Amendment Extension Fee shall be deemed to be fully earned by the
Hedge Provider as of the Amendment Date and is not subject to any refund or
recall.


 


(c)           The
Hedge Provider shall pay to the Counterparty, in immediately available funds
not later than 4:00 p.m. on the second (2nd)
Business Day following the date, if any, on which the Hedge Provider is
replaced under the Hedging Facility by novation or 


 

















 


otherwise, and on which all Obligations of the Counterparty under the
Hedging Facility are paid in full or otherwise satisfied, and no further
commitment is provided by or available from the Hedge Provider under the Master
Transaction Agreement or the ISDA Master Agreement, an amount equal to the
Accrued Receipts.


 


Section 4.               Specified
Events.


 


(a)           Hedge
Provider agrees, with respect to those Trigger Events (as defined in the Credit
Agreement) that could constitute an Event of Default as defined in and under
the Credit Agreement and that have been waived in writing by the Lenders under
the Credit Agreement pursuant to the Credit Agreement Sixth Amendment, that,
solely if and to the extent expressly waived in writing by the Lenders in the
Credit Agreement Sixth Amendment and not thereafter rescinded, no such Event of
Default caused by any such Trigger Event shall constitute a Specified Event
under the Master Transaction Agreement.


 


(b)           Except
as expressly provided in Section 4(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 4(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 4(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 5.               Specified
Agreements.   Counterparty shall, as
soon as possible, but in any event within one (1) Business Day after
entering into any amendment, restatement, modification, amendment and
restatement or side letter in connection with the Credit Agreement or any
Transaction Document (any of the foregoing, a “Specified Agreement”),
notify the Hedge Provider in writing of such event and provide a copy of any
such Specified Agreement to the Hedge Provider. 
If any Specified Agreement includes any additional negative covenant,
Trigger Event or Event of Default (each as defined in the Credit Agreement) or
any provision similar in substance thereto in favor of the Lenders or any of
the Lenders, then the Master Transaction Agreement and/or this Amendment, as
applicable, shall be automatically amended to include, for the benefit of the
Hedge Provider, any such rights, provisions and/or benefits.


 


Section 6.               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)           written
evidence in form and substance satisfactory to the Hedge Provider that (i) 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 September 24,
2009 and (ii) any and all third party consents or waivers required in
connection with this Amendment have been obtained;


 

















 


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


 


(c)           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;


 


(d)           written
evidence in form and substance satisfactory to the Hedge Provider that the
Credit Agreement Sixth Amendment has been fully executed and delivered by each
party thereto;


 


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


 


(f)            the
Hedge Provider has received the Thirteenth Amendment Extension Fee in
immediately available funds; and


 


(g)           the
Hedge Provider has received written evidence in form and substance satisfactory
to the Hedge Provider that outside counsel to the Hedge Provider has received
all of its documented legal fees and disbursements incurred up to and including
the Amendment Effective Date, which documented fees may include reasonable
provisions for post-closing fees and disbursements.


 


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 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 Sixth Amendment;


 


(d)           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;


 
















 


(e)           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


 


(f)            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 8.               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 9.               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 10.             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 11.             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 12.             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 13.             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 14.             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 15.             Legal
Fees; No Novation Fees.  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 not otherwise paid
pursuant to Section 6(f) of 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 16.             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.


 


	
   

  	
  COUNTERPARTY:

  
	
   

  	
  MXENERGY INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chaitu Parikh

  
	
   

  	
   

  	
  Chaitu Parikh

  
	
   

  	
   

  	
  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.

  
	
   

  	
  MXENERGY CAPITAL CORP.

  
	
   

  	
  MXENERGY SERVICES INC.

  
	
   

  	
  INFOMETER.COM INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chaitu Parikh

  
	
   

  	
   

  	
  Chaitu Parikh

  
	
   

  	
   

  	
  Vice President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HEDGE PROVIDER:

  
	
   

  	
  SOCIÉTÉ GÉNÉRALE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GONZAGUE BATAILLE

  
	
   

  	
   

  	
  Gonzague Bataille

  
	
   

  	
   

  	
  Managing Director

  



 

















 


EXHIBIT A


 


[Refer Sixth Amendment, Waiver and Consent to the
Third Amended and Restated Credit Agreement, included as Exhibit 10.1 of
this Form 8-K]