Exhibit 10.3


 


FIRST AMENDED AND RESTATED SECURITY AGREEMENT


 


This First Amended and Restated Security Agreement dated as of August 1,
2006 (this “Agreement”) is by and among MxEnergy Inc., a Delaware corporation,
MxEnergy Electric Inc., a Delaware corporation (each individually, a “Borrower”
and collectively, the “Borrowers”), MxEnergy Holdings Inc. (the “Parent”)
and certain Subsidiaries thereof (together with the Parent, each individually,
a “Guarantor” and collectively, the “Guarantors”, and together
with the Parent and the Borrowers, each individually a “Grantor” and collectively,
the “Grantors”) and Société Générale, as Administrative Agent (the “Administrative
Agent”) for the ratable benefit of itself and the other Secured Parties (as
defined in the Credit Agreement described below).


 


INTRODUCTION


 


A.            This Agreement is entered into in
connection with the First Amended and Restated Credit Agreement dated as of August
1, 2006 (as it may be amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among the Borrowers, the Guarantors, the
lenders from time to time party thereto (individually, a “Lender” and
collectively, the “Lenders”), and Administrative Agent.


 


B.            Each Grantor (other
than the Borrowers) is a Subsidiary or Affiliate of the Borrowers and will
derive substantial direct and indirect benefit from (i) the transactions
contemplated by the Credit Agreement and the other Loan Documents and (ii) the Swap
Contracts entered into by any Loan Party with a Lender or an Affiliate of a
Lender.


 


C.            Each of the Grantors
previously executed the Security Agreement dated December 19, 2005 (the “Existing
Security Agreement”) in favor of the Administrative Agent for the ratable
benefit of the Secured Parties, and it is a condition to the making of the
Revolving Advances and the Swingline Advances and the issuance of the Letters
of Credit that the Existing Security Agreement be amended and restated in its
entirety as set forth herein.


 


NOW, THEREFORE, each Grantor hereby agrees with the Administrative
Agent for the benefit of the Secured Parties as follows:


 


Section 1.               Definitions; Interpretation.
(a) All capitalized terms not otherwise defined in this Agreement that are
defined in the Credit Agreement shall have the meanings assigned to such terms
by the Credit Agreement. Any terms used in this Agreement that are defined in
the UCC (as defined below) and not otherwise defined herein or in the Credit
Agreement, shall have the meanings assigned to those terms by the UCC. All
meanings to defined terms, unless otherwise indicated, are to be equally
applicable to both the singular and plural forms of the terms defined. The
following terms shall have the meanings specified below:


 


“Accounts” means an “account” as defined in the
UCC, including, without limitation, all of any Grantor’s rights to payment for
goods or electricity sold or leased, services performed, or otherwise, whether
now in existence or arising from time to time hereafter, including, without
limitation, all rights arising under any of the Contracts or evidenced by


 

















 


an account, note, contract, security agreement,
Chattel Paper (including, without limitation, tangible Chattel Paper and
electronic Chattel Paper), or other evidence of indebtedness or security,
together with all of the right, title and interest of any Grantor in and to (i)
all security pledged, assigned, hypothecated or granted to or held by any
Grantor to secure the foregoing, (ii) all of any Grantor’s right, title
and interest in and to any goods or services, the sale of which gave rise
thereto, (iii) all guarantees, endorsements and indemnifications on, or of, any
of the foregoing, (iv) all powers of attorney granted to any Grantor for
the execution of any evidence of indebtedness or security or other writing in
connection therewith, (v) all books, correspondence, credit files, records,
ledger cards, invoices, and other papers relating thereto, including without
limitation all similar information stored on a magnetic medium or other similar
storage device and other papers and documents in the possession or under the
control of any Grantor or any computer bureau from time to time acting for any
Grantor, (vi) all evidences of the filing of financing statements and other
statements granted to any Grantor and the registration of other instruments in
connection therewith and amendments thereto, notices to other creditors or
secured parties, and certificates from filing or other registration officers,
(vii) all credit information, reports and memoranda relating thereto, and (viii)
all other writings related in any way to the foregoing.


 


“Agreement” means this First Amended and
Restated Security Agreement, as the same may be modified, supplemented or
amended from time to time in accordance with its terms.


 


“Cash Collateral” means all amounts from time
to time held in any checking, savings, deposit or other account of such
Grantor, including, if applicable, the Administrative Agent’s Account and the
LC Cash Collateral Account, all monies, proceeds or sums due or to become due
therefrom or thereon and all documents (including, but not limited to
passbooks, certificates and receipts) evidencing all funds and investments held
in such accounts.


 


“Collateral” has the meaning set forth in
Section 2 of this Agreement.


 


“Contracts” means all contracts to which any
Grantor now is, or hereafter will be bound, or to which such Grantor is or
hereafter will be a party, beneficiary or assignee, all Insurance Contracts,
and all exhibits, schedules and other attachments to such contracts, as the same
may be amended, supplemented or otherwise modified or replaced from time to
time.


 


“Contract Documents” means all Instruments,
Chattel Paper, letters of credit, bonds, guarantees or similar documents
evidencing, representing, arising from or existing in respect of, relating to,
securing or otherwise supporting the payment of, the Contract Rights.


 


“Contract Rights” means (i) all (A) of any
Grantor’s rights to payment under any Contract or Contract Document and (B)
payments due and to become due to any Grantor under any Contract or Contract
Document, in each case whether as contractual obligations, damages or
otherwise; (ii) all of any Grantor’s claims, rights, powers, or privileges and


 


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remedies under any Contract or Contract Document; and
(iii) all of any Grantor’s rights under any Contract or Contract Document to
make determinations, to exercise any election (including, but not limited to,
election of remedies) or option or to give or receive any notice, consent,
waiver or approval together with full power and authority with respect to any
Contract or Contract Document to demand, receive, enforce or collect any of the
foregoing rights or any property which is the subject of any Contract or
Contract Document, to enforce or execute any checks, or other instruments or
orders, to file any claims and to take any action which, in the opinion of the Administrative
Agent, may be necessary or advisable in connection with any of the foregoing.


 


“Document” means a bill of lading, dock
warrant, dock receipt, warehouse receipt or order for the delivery of goods,
and also any other document which in the regular course of business or
financing is treated as adequately evidencing that the person in possession of
it is entitled to receive, hold and dispose of the document and the goods it
covers.


 


“General Intangibles” means all general
intangibles now or hereafter owned by any Grantor, or in which any Grantor
holds or acquires any other right, title or interest, constituting “general
intangibles” or “payment intangibles” under the UCC, including, but not limited
to, all trademarks, trademark applications, trademark registrations,
tradenames, fictitious business names, business names, company names, business
identifiers, prints, labels, trade styles and service marks (whether or not
registered), trade dress, including logos and/or designs, copyrights, patents,
patent applications, goodwill of any Grantor’s business symbolized by any of
the foregoing, trade secrets, license rights, license agreements, permits,
franchises, and any rights to tax refunds to which any Grantor is now or
hereafter may be entitled.


 


“Insurance Contracts” means all contracts and
policies of insurance and re-insurance maintained or required to be maintained
by or on behalf of any Grantor under the Loan Documents.


 


“Inventory” means all inventory of any Grantor,
or in which any Grantor holds or acquires any right, title or interest, of
every type or description, now owned or hereafter acquired and wherever
located, whether raw, in process or finished, and all materials usable in
processing the same and all documents of title covering any inventory,
including, without limitation, work in process, materials used or consumed in
any Grantor’s business, now owned or hereafter acquired or manufactured by any
Grantor and held for sale in the ordinary course of its business, all present
and future substitutions therefor, parts and accessories thereof and all
additions thereto, all Proceeds thereof and products of such inventory in any
form whatsoever, and any other item constituting “inventory” under the UCC.


 


“Inventory Records” means all books, records,
other similar property, and General Intangibles at any time relating to
Inventory.


 


“Proceeds” means all proceeds (as defined in
the UCC) of any or all of the Collateral, including without limitation (i) any
and all proceeds of, all claims for, and all rights of any Grantor to receive
the return of any premiums for, any insurance, indemnity,


 


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warranty or guaranty payable from time to time with
respect to any of the Collateral, (ii) any and all payments (in any form
whatsoever) made or due and payable from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any Governmental Authority (or any Person acting
under color of any Governmental Authority), (iii) all proceeds received or
receivable when any or all of the Collateral is sold, exchanged or otherwise
disposed, whether voluntarily, involuntarily, in foreclosure or otherwise, (iv)
all claims of any Grantor for damages arising out of, or for breach of or
default under, any Collateral, (v) all rights of any Grantor to terminate, amend,
supplement, modify or waive performance under any Contracts, to perform
thereunder and to compel performance and otherwise exercise all remedies
thereunder, and (vi) any and all other amounts from time to time paid or
payable under or in connection with any of the Collateral.


 


“Secured Obligations” means all Obligations now
or hereafter existing under the Loan Documents or any Swap Contract to which a
Lender or its Affiliate is a party, including any extensions, modifications,
substitutions, amendments and renewals thereof, whether for principal,
interest, fees, expenses, indemnification, or otherwise.


 


“Swap Contract” has the meaning set forth in
the Credit Agreement.


 


“UCC” shall mean the Uniform Commercial Code as
the same may, from time to time, be in effect in the State of New York;
provided, however, in the event that, by reason of mandatory provisions of law,
any or all of the attachment, perfection or priority of the security interest
in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such attachment, perfection or priority and
for purposes of definitions related to such provisions.


 


(b)           All meanings to
defined terms, unless otherwise indicated, are to be equally applicable to both
the singular and plural forms of the terms defined. Article, Section, Schedule,
and Exhibit references are to Articles and Sections of and Schedules and
Exhibits to this Agreement, unless otherwise specified. All references to
instruments, documents, contracts, and agreements are references to such
instruments, documents, contracts, and agreements as the same may be amended,
supplemented, and otherwise modified from time to time, unless otherwise
specified. The words “hereof”, “herein” and “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. As used herein, the term “including”
means “including, without limitation,”. Paragraph headings have been inserted
in this Agreement as a matter of convenience for reference only and it is
agreed that such paragraph headings are not a part of this Agreement and shall
not be used in the interpretation of any provision of this Agreement.


 


Section 2.               Grant of Security Interest.


 


(a)           As collateral security for the prompt
and complete payment and performance when due of all Secured Obligations, each
Grantor hereby grants to the Administrative Agent for the benefit of the Secured
Parties a security interest in all of such Grantor’s right, title and


 


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interest in, to and under,
all items described in this Section 2, whether now owned or hereafter acquired
by such Grantor and wherever located and whether now owned or hereafter
existing or arising (collectively, the “Collateral”):


 


	
  (i)

  	
   

  	
  all
  Contracts, all Contract Rights, Contract Documents and Accounts associated
  with such Contracts and each and every document granting security to such
  Grantor under any such Contract;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  all
  Accounts;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  all
  Inventory;

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  all
  Equipment;

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  all
  General Intangibles;

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  all
  Investment Property;

  
	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  all
  Fixtures;

  
	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  all
  Cash Collateral;

  
	
   

  	
   

  	
   

  
	
  (ix)

  	
   

  	
  any
  right to receive a payment under any Swap Contract in connection with a
  termination thereof;

  
	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  (A)
  all policies of insurance and Insurance Contracts, now or hereafter held by
  or on behalf of such Grantor, including casualty and liability, business
  interruption, and any title insurance, (B) all Proceeds of insurance, and (C)
  all rights, now or hereafter held by such Grantor to any warranties of any
  manufacturer or contractor of any other Person;

  
	
   

  	
   

  	
   

  
	
  (xi)

  	
   

  	
  any
  and all liens and security interests (together with the documents evidencing
  such security interests) granted to such Grantor by an obligor to secure such
  obligor’s obligations owing under any Instrument, Chattel Paper, or Contract
  which is pledged hereunder or with respect to which a security interest in
  such Grantor’s rights in such Instrument, Chattel Paper, or Contract is
  granted hereunder;

  
	
   

  	
   

  	
   

  
	
  (xii)

  	
   

  	
  any
  and all guaranties given by any Person for the benefit of such Grantor which
  guarantees the obligations of an obligor under any Instrument, Chattel Paper
  or Contract, which are pledged hereunder;

  
	
   

  	
   

  	
   

  
	
  (xiii)

  	
   

  	
  without
  limiting the generality of the foregoing, all other personal property, goods,
  Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and
  assets of such Grantor whether now existing or hereafter acquired from time
  to time; and

  



 


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  (xiv)

  	
   

  	
  any
  and all additions, accessions and improvements to, all substitutions and
  replacements for and all products and Proceeds of or derived from all of the
  items described above in this Section 2.

  



 


Notwithstanding any of the other provisions set
forth in this Section 2(a), this Agreement shall not constitute a grant of a
security interest in any property to the extent that such grant of a security
interest is prohibited by any Legal Requirement of a Governmental Authority,
requires a consent not obtained pursuant to such Legal Requirement or is
prohibited by, or constitutes a breach or default under or results in the
termination of or requires any consent not obtained under, any contract,
license, agreement, instrument or other document evidencing or giving rise to
such property except to the extent that such Legal Requirement or the term in
such contract, license, agreement, instrument or other document or shareholder
or similar agreement providing for such prohibition, breach, default or
termination or requiring such consent is ineffective under applicable law.


 


(b)           Notwithstanding anything contained
herein to the contrary, it is the intention of each Grantor, the Administrative
Agent and the other Secured Parties that the amount of the Secured Obligations
secured by each Grantor’s interests in any of its Property shall be in, but not
in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent
transfer and other similar law, rule or regulation of any Governmental
Authority applicable to such Grantor. Accordingly, notwithstanding anything to
the contrary contained in this Agreement in any other agreement or instrument
executed in connection with the payment of any of the Secured Obligations, the
amount of the Secured Obligations secured by each Grantor’s interests in any of
its Property pursuant to this Agreement shall be limited to an aggregate amount
equal to the largest amount that would not render such Grantor’s obligations
hereunder or the liens and security interest granted to the Administrative Agent
hereunder subject to avoidance under Section 548 of the United States
Bankruptcy Code or any comparable provision of any other applicable law.


 


Section 3.               Representations and Warranties.
Each Grantor hereby represents and warrants to the Administrative Agent and the
other Secured Parties as follows:


 


(a)           Records. Such Grantor’s sole
jurisdiction of formation and type of organization are as set forth in Schedule
1 attached hereto. All records concerning the Accounts, General
Intangibles, or any other Collateral applicable to such Grantor are located at
the address for such Grantor on such Schedule 1. None of the Accounts is
evidenced by a promissory note or other instrument.


 


(b)           Other Liens. Such Grantor is,
and will be the record, legal, and beneficial owner of all of the Collateral
pledged by such Grantor free and clear of any Lien, except for the Permitted
Liens and Liens contemplated or permitted by the Intercreditor Agreement. No
effective financing statement or other instrument similar in effect covering
all or any part of the Collateral is, or will be, on file in any recording
office, except such as may be filed in connection with this Agreement or in
connection with other Permitted Liens, Liens contemplated by the Intercreditor
Agreement or for which satisfactory releases have been received by the Administrative
Agent.


 


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(c)           Lien Priority and Perfection.


 


(i)            Subject only to Permitted Liens and
Liens contemplated by the Intercreditor Agreement, this Agreement creates valid
and continuing security interests in the Collateral, securing the payment and
performance of all the Secured Obligations. Upon the filing of financing
statements with the jurisdictions listed in Schedule 1, the security
interests granted to the Administrative Agent hereunder will constitute valid
first-priority perfected security interests in all Collateral with respect to
which a security interest can be perfected by the filing of a financing
statement, subject only to Permitted Liens and Liens contemplated by the
Intercreditor Agreement.


 


(ii)           No consent of any other Person and no
authorization, approval, or other action by, and no notice to or filing with
any Governmental Authority is required (A) for the grant by such Grantor of the
pledge, assignment, and security interest granted hereby or for the execution,
delivery, or performance of this Agreement by such Grantor, (B) for the
validity, perfection, or maintenance of the pledge, assignment, lien, and
security interest created hereby (including the first-priority (subject to
Permitted Liens) nature thereof), except for security interests that cannot be
perfected by filing under the UCC, or (C) for the exercise by the Administrative
Agent of the rights provided for in this Agreement or the remedies in respect
of the Collateral pursuant to this Agreement, except (1) those consents to
assignment of licenses, permits, approvals, and other rights that are as a
matter of law not assignable, (2) those consents, approvals, authorizations, actions,
notices or filings which have been duly obtained or made and, in the case of
the maintenance of perfection, the filing of continuation statements under the
UCC, and (3) those filings and actions described in Section 3(c)(i).


 


(d)           Tax Identification Number and
Organizational Number. The federal tax identification number of such
Grantor and the organizational number of such Grantor are as set forth in Schedule
1.


 


(e)           Tradenames; Prior Names. Except
as set forth on Schedule 1, such Grantor has not conducted business
under any name other than its current name during the last five years prior to
the date of this Agreement.


 


Section 4.               Covenants.


 


(a)           Further Assurances.


 


(i)            Each Grantor agrees that from time
to time, at its expense, such Grantor shall promptly execute and deliver all
instruments and documents, and take all action, that may be reasonably
necessary or desirable, or that the Administrative Agent may reasonably
request, in order to perfect and protect any pledge, assignment, or security
interest granted or intended to be granted hereby or to enable the Administrative
Agent to exercise and enforce its rights and remedies hereunder with respect to
any Collateral. Without limiting the generality of the foregoing, each Grantor
(A) at the request of Administrative Agent, shall execute such instruments,
endorsements or notices, as may be reasonably necessary or as the Administrative
Agent may reasonably request, in order to perfect and preserve the assignments
and security interests granted or purported to be granted hereby, (B) shall, at
the reasonable request of the


 


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Administrative Agent, mark conspicuously each material
document included in the Collateral, each Chattel Paper included in the Accounts,
and each of its records pertaining to the Collateral with a legend, in form and
substance satisfactory to the Administrative Agent, including that such
document, Chattel Paper, or record is subject to the pledge, assignment, and
security interest granted hereby, (C) shall, if any Collateral shall be
evidenced by a promissory note or other instrument or chattel paper, deliver
and pledge to the Administrative Agent hereunder such note or instrument or
chattel paper duly endorsed and accompanied by duly executed instruments of
transfer or assignment, all in form and substance satisfactory to the Administrative
Agent, and (D) authorizes the Administrative Agent to file any financing
statements, amendments or continuations without the signature of such Grantor
to the extent permitted by applicable law in order to perfect or maintain the
perfection of any security interest granted under this Agreement (including,
without limitation, financing statements using an “all assets” or “all personal
property” collateral description).


 


(ii)           Each Grantor shall pay all filing,
registration and recording fees and all refiling, re-registration and
re-recording fees, and all other reasonable expenses incident to the execution
and acknowledgment of this Agreement, any assurance, and all federal, state,
county and municipal stamp taxes and other taxes, duties, imports, assessments
and charges arising out of or in connection with the execution and delivery of
this Agreement, any agreement supplemental hereto, any financing statements,
and any instruments of further assurance.


 


(iii)          Each Grantor shall promptly provide to
the Administrative Agent all information and evidence the Administrative Agent
may reasonably request concerning the Collateral to enable the Administrative
Agent to enforce the provisions of this Agreement.


 


(b)           Change of Name; State of Formation.
Each Grantor shall give the Administrative Agent at least 30 days’ prior
written notice before it (i) in the case of any Grantor that is not a “registered
organization” (as such term is defined in Section 9-102 of the UCC), changes
the location of its principal place of business and chief executive office,
(ii) changes the location of its jurisdiction of formation or organization,
(iii) changes the location of the Equipment, Inventory, or original copies of
any Chattel Paper evidencing Accounts, or (iv) uses a trade name other than its
current name used on the date hereof.


 


(c)           Right of Inspection. Subject
to the limitations set forth in Section 5.08 of the Credit Agreement, each
Grantor shall hold and preserve, at its own cost and expense satisfactory and
complete records of the Collateral, including, but not limited to, Instruments,
Chattel Paper, Contracts, and records with respect to the Accounts, and will
permit representatives of the Administrative Agent, upon reasonable advance
notice, at any time during normal business hours to inspect and copy them. Upon
the occurrence and during the continuation of any Event of Default, at the Administrative
Agent’s request, each Grantor shall promptly deliver copies of any and all such
records to the Administrative Agent.


 


(d)           Liability Under Contracts and
Accounts. Notwithstanding anything in this Agreement to the contrary, (i)
the execution of this Agreement shall not release any Grantor from its
obligations and duties under any of the Contract Documents, or any other Contract
or Instrument which are part of the Collateral and Accounts included in the
Collateral, (ii) the exercise by the Administrative Agent of any of its rights
hereunder shall not release any Grantor


 


8

















 


from any of its duties or
obligations under any Contract Documents, or any other Contract or Instrument
which are part of the Collateral and Accounts included in the Collateral, and
(iii) the Administrative Agent shall not have any obligation or liability under
any Contract Documents, or any other Contract or Instrument which are part of
the Collateral and Accounts included in the Collateral by reason of the
execution and delivery of this Agreement, nor shall the Administrative Agent be
obligated to perform any of the obligations or duties of any Grantor thereunder
or to take any action to collect or enforce any claim for payment assigned
hereunder.


 


(e)           Transfer of Certain Collateral;
Release of Certain Security Interest. Each Grantor agrees that it shall not
sell, assign, or otherwise dispose of any Collateral, except as otherwise
permitted under the Credit Agreement. The Administrative Agent shall promptly,
at the Grantors’ expense, execute and deliver all further instruments and
documents, and take all further action that such Grantor may reasonably request
to release its security interest in any Collateral which is disposed of in compliance
with the terms of the Credit Agreement.


 


(f)            Accounts. Except as could not
reasonably be expected to have a Material Adverse Effect, each Grantor agrees
that it will use commercially reasonable efforts to ensure that each Account
(i) is and will be, in all material respects, the genuine, legal, valid, and
binding obligations of the account debtor in respect thereof, representing an
unsatisfied obligation of such account debtor, (ii) is and will be, in all
material respects, enforceable in accordance with its terms, is not and will not
be subject to any setoffs, defenses, taxes, counterclaims, except in the
ordinary course of business, (iii) is and will be, in all material respects, in
compliance with all applicable laws, whether federal, state, local or foreign,
and (iv) which if evidenced by Chattel Paper, will not require the consent of
the account debtor in respect thereof in connection with its assignment
hereunder.


 


(g)           Negotiable Instrument. If any
Grantor shall at any time hold or acquire any Negotiable Instruments, including
promissory notes, such Grantor shall forthwith endorse, assign and deliver the
same to the Administrative Agent, accompanied by such instruments of transfer
or assignment duly executed in blank as the Administrative Agent may from time
to time reasonably request.


 


(h)           Other Covenants of Grantor. Each
Grantor agrees that (i) any action or proceeding to enforce this Agreement may
be taken by the Administrative Agent either in such Grantor’s name or in the Administrative
Agent’s name, as the Administrative Agent may deem necessary, and (ii) such
Grantor will, until the payment in full of the Secured Obligations (including
all Letter of Credit Obligations), the termination of all obligations of the
Issuing Bank and the Lenders in respect of Letters of Credit, and the
termination or expiration of the Revolving Commitments, warrant and defend its
title to the Collateral and the interest of the Administrative Agent in the
Collateral against any claim or demand of any Persons (subject to Permitted
Liens and the terms of the Intercreditor Agreement) which could reasonably be
expected to materially adversely affect such Grantor’s title to, or the Administrative
Agent’s right or interest in, such Collateral.


 


Section 5.               Termination of Security
Interest. Upon the payment in full of the Secured Obligations (including
all Letter of Credit Obligations), the termination or expiration of all Letters
of Credit and the termination of all obligations of the Issuing Bank and the
Lenders in


 


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respect of Letters of
Credit, and the termination or expiration of the Revolving Commitments, the
security interest granted hereby shall terminate and all rights to the
Collateral shall revert to the applicable Grantor to the extent such Collateral
shall not have been sold or otherwise applied pursuant to the terms hereof. Upon
any such termination, the Administrative Agent will, at the Grantors’ expense,
execute and deliver to the applicable Grantor such documents (including,
without limitation, UCC-3 termination statements) as such Grantor shall
reasonably request to evidence such termination.


 


Section 6.               Reinstatement. If, at any
time after payment in full of all Secured Obligations (including all Letter of
Credit Obligations), the termination or expiration of all Letters of Credit and
the termination of all obligations of the Issuing Bank and the Lenders in
respect of Letters of Credit, and the termination or expiration of the
Revolving Commitments, any payments on the Secured Obligations previously made
must be disgorged by the Administrative Agent for any reason whatsoever,
including, without limitation, the insolvency, bankruptcy or reorganization of
any Grantor or any other Person, this Agreement and the Administrative Agent’s
security interests herein shall be reinstated as to all disgorged payments as
though such payments had not been made, and each Grantor shall sign and deliver
to the Administrative Agent all documents, and shall do such other acts and
things, as may be necessary to reinstate and perfect the Administrative Agent’s
security interest. EACH GRANTOR SHALL DEFEND
AND INDEMNIFY EACH SECURED PARTY FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS,
LIABILITY, COST OR EXPENSE UNDER THIS SECTION 6 (INCLUDING REASONABLE ATTORNEYS’
FEES AND EXPENSES) IN THE DEFENSE OF ANY SUCH ACTION OR SUIT INCLUDING SUCH
CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE ARISING AS A RESULT OF THE
INDEMNIFIED SECURED PARTY’S OWN NEGLIGENCE BUT EXCLUDING SUCH CLAIM, DAMAGE,
LOSS, LIABILITY, COST, OR EXPENSE THAT IS FOUND IN A FINAL, NON-APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH
INDEMNIFIED SECURED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


 


Section 7.               Remedies upon Event of Default.


 


(a)           If any Event of Default has occurred
and is continuing, the Administrative Agent may (and shall at the written
request of the Majority Lenders), subject to the terms of the Intercreditor
Agreement, (i) proceed to protect and enforce the rights vested in it by this Agreement
or otherwise available to it, including but not limited to, the right to cause
all revenues and other moneys pledged hereby as Collateral to be paid directly
to it, and to enforce its rights hereunder to such payments and all other
rights hereunder by such appropriate judicial proceedings as it shall deem most
effective to protect and enforce any of such rights, either at law or in equity
or otherwise, whether for specific enforcement of any covenant or agreement
contained in any of the Contract Documents, or in aid of the exercise of any
power therein or herein granted, or for any foreclosure hereunder and sale
under a judgment or decree in any judicial proceeding, or to enforce any other
legal or equitable right vested in it by this Agreement or by law; (ii) cause
any action at law or suit in equity or other proceeding to be instituted and
prosecuted and enforce any rights hereunder or included in the Collateral,
subject to the provisions and requirements thereof; (iii) sell or otherwise
dispose of any or all of the Collateral or cause the Collateral to be sold or
otherwise disposed of in one or more sales or transactions, at


 


10

















 


such prices and in such
manner as may be commercially reasonable, and for cash or on credit or for
future delivery, without assumption of any credit risk, at public or private
sale, without demand of performance or notice of intention to sell or of time
or place of sale (except such notice as is required by applicable statute and
cannot be waived), it being agreed that the Administrative Agent may be a
purchaser on behalf of the Secured Parties or on its own behalf at any such
sale and that the Administrative Agent, any other Secured Party, or any other
Person who may be a bona fide purchaser for value and without notice of any
claims of any or all of the Collateral so sold shall thereafter hold the same
absolutely free from any claim or right of whatsoever kind, including any
equity of redemption of any Grantor, any such demand, notice or right and
equity being hereby expressly waived and released to the extent permitted by
law; (iv) incur reasonable expenses, including reasonable attorneys’ fees,
reasonable consultants’ fees, and other costs appropriate to the exercise of
any right or power under this Agreement; (v) perform any obligation of any
Grantor hereunder and make payments, purchase, contest or compromise any
encumbrance, charge or lien, and pay taxes and expenses, without, however, any
obligation to do so; (vi) in connection with any acceleration and foreclosure,
take possession of the Collateral and render it usable and repair and renovate
the same, without, however, any obligation to do so, and enter upon any
location where the Collateral may be located for that purpose, control, manage,
operate, rent and lease the Collateral, collect all rents and income from the
Collateral and apply the same to reimburse the Secured Parties for any cost or
expenses incurred hereunder or under any of the Loan Documents and to the
payment or performance of any Grantor’s obligations hereunder or under any of
the Loan Documents, and apply the balance to the other Secured Obligations and
any remaining excess balance to whomsoever is legally entitled thereto; (vii)
secure the appointment of a receiver for the Collateral or any part thereof;
(viii) require any Grantor to, and each Grantor hereby agrees that it will at
its expense and upon request of the Administrative Agent forthwith, assemble
all or part of the Collateral as directed by the Administrative Agent and make
it available to the Administrative Agent at a place to be designated by the Administrative
Agent which is reasonably convenient to both parties; (ix) exercise any other
or additional rights or remedies of a secured party under the UCC; or (x) occupy
any premises owned or leased by any Grantor where the Collateral or any part
thereof is assembled for a reasonable period in order to effectuate its rights
and remedies hereunder or under law, without obligation to any Grantor in
respect of such occupation. If, pursuant to applicable law, prior notice of
sale of the Collateral under this Section is required to be given to any
Grantor, each Grantor hereby acknowledges that the minimum time required by
such applicable law, or if no minimum time is specified, 10 days, shall be
deemed a reasonable notice period. The Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. The Administrative Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which
it was so adjourned.


 


(b)           All reasonable costs
and expenses (including reasonable attorneys’ fees and expenses) incurred by
the Administrative Agent in connection with any suit or proceeding in
connection with the performance by the Administrative Agent of any of the
agreements contained in any of the Contract Documents, or in connection with
any exercise of its rights or remedies hereunder, pursuant to the terms of this
Agreement, shall constitute additional Secured Obligations secured by this Agreement
and shall be paid on demand by the Grantors to the Administrative Agent on
behalf of the Secured Parties.


 


11

















 


Section 8.               Remedies Cumulative; Delay Not
Waiver.


 


(a)           No right, power or remedy herein
conferred upon or reserved to the Administrative Agent is intended to be
exclusive of any other right, power or remedy, and every such right, power and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right, power and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder or otherwise shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. Resort to any
or all security now or hereafter held by the Administrative Agent may be taken
concurrently or successively and in one or several consolidated or independent
judicial actions or lawfully taken nonjudicial proceedings, or both.


 


(b)           No delay or omission
of the Administrative Agent to exercise any right or power accruing upon the
occurrence and during the continuance of any Event of Default as aforesaid
shall impair any such right or power or shall be construed to be a waiver of
any such Event of Default or an acquiescence therein; and every power and
remedy given by this Agreement may be exercised from time to time, and as often
as shall be deemed expedient, by the Administrative Agent.


 


Section 9.               Contract Rights. Subject
to the terms of the Intercreditor Agreement, the Administrative Agent may
exercise any of the Contract Rights and remedies of any Grantor under or in
connection with the Instruments, Chattel Paper, or Contracts which represent
Accounts, the General Intangibles, or which otherwise relate to the Collateral,
including, without limitation, any rights of any Grantor to demand or otherwise
require payment of any amount under, or performance of any provisions of, the
Instruments, Chattel Paper, or Contracts which represent Accounts, or the
General Intangibles.


 


Section 10.             Accounts.


 


(a)           Subject to the terms
of the Intercreditor Agreement, the Administrative Agent may, or may direct any
Grantor to, take any action the Administrative Agent deems necessary or
advisable to enforce collection of the Accounts, including, without limitation,
notifying the account debtors or obligors under any Accounts of the assignment
of such Accounts to the Administrative Agent and, upon the occurrence and
continuation of an Event of Default, directing such account debtors or obligors
to make payment of all amounts due or to become due directly to the Administrative
Agent. Upon such notification and direction, and at the expense of the
Grantors, the Administrative Agent may enforce collection of any such Accounts,
and adjust, settle, or compromise the amount or payment thereof in the same
manner and to the same extent as any Grantor might have done.


 


(b)           After receipt by any
Grantor of the notice referred to in Section 10(a) above that an Event of
Default has occurred and is continuing, all amounts and proceeds (including
instruments) received by such Grantor in respect of the Accounts shall be
received in trust for the benefit of the Administrative Agent hereunder, shall
be segregated from other funds of such Grantor, and shall promptly be paid over
to the Administrative Agent in the same form as so received (with any necessary
endorsement) to be held as Collateral. No Grantor shall adjust,


 


12

















 


settle, or compromise the amount or payment of any Account, nor release
wholly or partly any account debtor or obligor thereof, nor allow any credit or
discount thereon.


 


Section 11.             Application of Collateral. Subject
to the terms of the Intercreditor Agreement, the proceeds of any sale of, or
other realization (other than that received from a sale or other realization
permitted by the Credit Agreement) upon all or any part of the Collateral
pledged by any Grantor shall be applied by the Administrative Agent as set
forth in Section 7.06 of the Credit Agreement.


 


Section 12.             Administrative Agent as
Attorney-in-Fact for Grantor. Each Grantor hereby constitutes and
irrevocably appoints the Administrative Agent, acting for and on behalf of
itself and the Secured Parties and each successor or assign of the Administrative
Agent and the Secured Parties, the true and lawful attorney-in-fact of such
Grantor, with full power and authority in the place and stead of such Grantor
and in the name of such Grantor, the Administrative Agent or otherwise to take
any action and execute any instrument at the written direction of the Secured
Parties and enforce all rights, interests and remedies of such Grantor with
respect to the Collateral, including the right:


 


(a)           to ask, require, demand, receive and
give acquittance for any and all moneys and claims for moneys due and to become
due under or arising out of the any of the other Collateral, including without
limitation, any Insurance Contracts;


 


(b)           to elect remedies thereunder and to
endorse any checks or other instruments or orders in connection therewith;


 


(c)           to file any claims or take any action
or institute any proceedings in connection therewith which the Administrative
Agent may deem to be necessary or advisable;


 


(d)           to pay, settle or compromise all
bills and claims which may be or become liens or security interests against any
or all of the Collateral, or any part thereof, unless a bond or other security
satisfactory to the Administrative Agent has been provided; and


 


(e)           upon foreclosure, to do any and every
act which any Grantor may do on its behalf with respect to the Collateral or
any part thereof and to exercise any or all of such Grantor’s rights and
remedies under any or all of the Collateral;


 


provided,
however, that such rights are subject to the terms of the Intercreditor
Agreement and that the Administrative Agent shall not exercise any such rights
except upon the occurrence and continuation of an Event of Default. THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE.


 


Section 13.             Administrative Agent May Perform.
The Administrative Agent may from time-to-time perform any act which any
Grantor has agreed hereunder to perform and which such Grantor shall fail to
perform after being requested in writing so to perform (it being understood
that no such request need be given after the occurrence and during the continuance
of any Event of Default and after notice thereof by the Administrative Agent to
any Grantor) and the Administrative Agent may from time-to-time take any other
action which the Administrative Agent deems necessary for the maintenance,
preservation or protection of any of the Collateral


 


13

















 


or of its security
interest therein, and the reasonable expenses of the Administrative Agent
incurred in connection therewith shall be part of the Secured Obligations and
shall be secured hereby.


 


Section 14.             Administrative Agent Has No Duty.
The powers conferred on the Administrative Agent hereunder are solely to
protect its interest in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or responsibility
for taking any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.


 


Section 15.             Reasonable Care. The Administrative
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Administrative Agent accords
its own Property.


 


Section 16.             Payments Held in Trust. During
the continuance of an Event of Default, subject to the terms of the
Intercreditor Agreement, all payments received by any Grantor under or in
connection with any Collateral shall be received in trust for the benefit of
the Administrative Agent, and shall be segregated from other funds of such
Grantor and shall be forthwith paid over to the Administrative Agent in the
same form as received (with any necessary endorsement).


 


Section 17.             Miscellaneous.


 


(a)           Expenses. Each Grantor will
upon demand pay to the Administrative Agent for its benefit and the benefit of
the Secured Parties the amount of any reasonable out-of-pocket expenses,
including the reasonable fees and disbursements of its counsel and of any
experts, which the Administrative Agent and the Secured Parties may incur in
connection with (i) the custody, preservation, use, or operation of, or the sale
of, collection from, or other realization upon, any of the Collateral, (ii) the
exercise or enforcement of any of the rights of the Administrative Agent or any
Secured Party hereunder, and (iii) the failure by any Grantor to perform or
observe any of the provisions hereof.


 


(b)           Amendments; Etc. No amendment
or waiver of any provision of this Agreement nor consent to any departure by
any Grantor herefrom shall be effective unless the same shall be in writing and
authenticated by each affected Grantor and the Administrative Agent. In
addition, no such amendment, waiver or consent shall be effective unless given
or entered into with the necessary approvals of either the Majority Lenders or
all Lenders as required under the terms of the Credit Agreement. Any such
amendment, waiver or consent, whether by the Administrative Agent or the
Administrative Agent and the Lenders shall be effective only in the specific
instance and for the specific purpose for which given.


 


(c)           Addresses for Notices. All
notices and other communications provided for hereunder shall be made in the
manner and to the addresses set forth in the Credit Agreement or on the
signature pages hereto.


 


14

















 


(d)           Continuing Security Interest;
Transfer of Interest. This Agreement shall create a continuing security
interest in the Collateral and, unless expressly released by the Administrative
Agent, shall (i)  remain in full force and effect until the payment in
full of the Secured Obligations (including all Letter of Credit Obligations),
the termination or expiration of all Letters of Credit and the termination of
all obligations of the Issuing Bank and the Lenders in respect of Letters of
Credit other than if such Letters of Credit are collateralized in the manner
permitted by the Credit Agreement, and the termination or expiration of the Revolving
Commitments, (ii) be binding upon each Grantor and its successors, transferees
and assigns, and (iii) inure, together with the rights and remedies of the
Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative
Agent, the Issuing Bank, and the Lenders and their respective successors,
transferees, and assigns, and to the benefit of and be binding upon, the Swap
Counterparties, and each of their respective successors, transferees, and
assigns to the extent such successors, transferees, and assigns of a Swap
Counterparty is a Lender or an Affiliate of a Lender. Without limiting the
generality of the foregoing clause, when any Lender assigns or otherwise
transfers any interest held by it under the Credit Agreement or other Loan
Document to any other Person pursuant to the terms of the Credit Agreement or
such other Loan Document, that other Person shall thereupon become vested with
all the benefits held by such Lender under this Agreement.


 


(e)           Severability. Wherever
possible each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under such law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


(f)            Choice of Law. This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of New York, except to the extent that the validity or perfection of
the security interests hereunder, or remedies hereunder, in respect of any
particular Collateral are governed by the laws of a jurisdiction other than the
State of New York.


 


(g)           Counterparts. The parties may
execute this Agreement in any number of duplicate originals, each of which
constitutes an original, and all of which, collectively, constitute only one
agreement. The parties may execute this Agreement in counterparts, each of
which constitutes an original, and all of which, collectively, constitute only
one agreement. Delivery of an executed counterpart signature page by facsimile
is as effective as executing and delivering this Agreement in the presence of
the other parties to this Agreement. In proving this Agreement, a party must
produce or account only for the executed counterpart of the party to be
charged.


 


(h)           Headings. Paragraph headings
have been inserted in this Agreement as a matter of convenience for reference
only and it is agreed that such paragraph headings are not a part of this Agreement
and shall not be used in the interpretation of any provision of this Agreement.


 


(i)            Conflicts. In
the event of any explicit or implicit conflict between any provision of this Agreement
and any provision of the Intercreditor Agreement, the terms of the
Intercreditor Agreement shall be controlling.


 


15

















 


(j)            Additional Grantors. Pursuant to Section 5.12 of the Credit Agreement,
each Subsidiary of the Parent that was not a Subsidiary of the Parent on the
date of the Credit Agreement is required to enter into this Agreement as a
Grantor upon becoming a Subsidiary of the Parent. Upon execution and delivery
after the date hereof by the Administrative Agent and such Subsidiary of an
instrument in the form of Annex 1, such Subsidiary shall become a
Grantor hereunder with the same force and effect as if originally named as a
Grantor herein. The execution and delivery of any instrument adding an
additional Grantor as a party to this Agreement shall not require the consent
of any other Grantor hereunder. The rights and obligations of each Grantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Grantor as a party to this Agreement.


 


(k)           Intercreditor Agreement. To
the fullest extent possible, the terms and provisions of the Intercreditor
Agreement shall be read together with the terms and provisions of this
Agreement so that the terms and provisions of this Agreement do not conflict
with the terms and provisions of the Intercreditor Agreement; provided,
however, notwithstanding the foregoing, in the event that any of the terms or
provisions of this Agreement conflict with any terms or provisions of the
Intercreditor Agreement, the terms or provisions of the Intercreditor Agreement
shall govern and control for all purposes.


 


(l)            Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS DEFINED IN THE CREDIT
AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.


 


THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES HERETO.


 


Section 18.             Acknowledgment and Restatement.


 


(a)           Acknowledgment of Security
Interests.


 


(i)            Each Grantor hereby acknowledges,
confirms and agrees that the Administrative Agent for the ratable benefit of
the Secured Parties shall continue to have a security interest in and lien upon
the Collateral heretofore granted to the Administrative Agent for the ratable
benefit of the Secured Parties pursuant to the Loan Documents to secure the
Secured Obligations, as well as any Collateral granted under this Agreement or
under any of the other Loan Documents or otherwise granted to or held by the
Administrative Agent or any Secured Party.


 


(ii)           The liens and security interests of
the Administrative Agent for the benefit of the Secured Parties in the Collateral
shall be deemed to be continuously granted and perfected from the earliest date
of the granting and perfection of such liens and security interests to the
Administrative Agent for the ratable benefit of the Secured Parties, whether
under this Agreement or any of the other Loan Documents.


 


(b)           Loan Documents. Each Grantor
hereby acknowledges, confirms and agrees that: (i) the Loan Documents have been
duly executed and delivered by such Grantor, the Borrowers


 


16

















 


and the Guarantors and
are in full force and effect as of the date hereof and (ii) the agreements and
obligations of such Grantor contained in the Loan Documents constitute the
legal, valid and binding obligations of such Grantor enforceable against it in
accordance with its terms and such Grantor has no valid defense to the
enforcement of such obligations and (iii) the Administrative Agent on behalf of
the Secured Parties is entitled to all of the rights and remedies provided for
in favor of the Administrative Agent for the benefit of the Secured Parties in
the Loan Documents, as amended and restated by this Agreement.


 


(c)           Restatement. The amendment and
restatement contained herein shall not, in any manner, be construed to
constitute payment of, or impair, limit, cancel or extinguish, or constitute a
novation in respect of, the indebtedness and other obligations and liabilities
of any Grantor evidenced by or arising under the Loan Documents, and the liens
and security interests in the Collateral (as such term is defined herein) of
the Administrative Agent for the ratable benefit of the Secured Parties
securing such indebtedness and other obligations and liabilities, which shall
not in any manner be impaired, limited, terminated, waived or released, but
shall continue in full force and effect in favor of Administrative Agent for
the ratable benefit of Secured Parties.


 


[Signature Pages Follow]


 


17

















 


The parties
hereto have caused this Security Agreement to be duly executed as of the date
first above written.


 


	
   

  	
  GRANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MXENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Carole R. Artman-Hodge

  	
   

  
	
   

  	
   

  	
   

  	
  Carole R. Artman-Hodge

  
	
   

  	
   

  	
   

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MXENERGY ELECTRIC INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Carole R. Artman-Hodge

  	
   

  
	
   

  	
   

  	
   

  	
  Carole R. Artman-Hodge

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MXENERGY HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Carole R. Artman-Hodge

  	
   

  
	
   

  	
   

  	
   

  	
  Carole R. Artman-Hodge

  
	
   

  	
   

  	
   

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ONLINE CHOICE INC.

  
	
   

  	
  MXENERGY SERVICES INC.

  
	
   

  	
  INFOMETER.COM INC.

  
	
   

  	
  MXENERGY CAPITAL HOLDINGS CORP.

  
	
   

  	
  MXENERGY CAPITAL CORP.

  
	
   

  	
  MXENERGY GAS CAPITAL HOLDINGS CORP.

  
	
   

  	
  MXENERGY ELECTRIC CAPITAL HOLDINGS

  
	
   

  	
  CORP.

  
	
   

  	
  MXENERGY GAS CAPITAL CORP.

  
	
   

  	
  MXENERGY ELECTRIC CAPITAL CORP.

  
	
   

  	
  TOTAL GAS & ELECTRIC INC.

  
	
   

  	
  TOTAL GAS & ELECTRICITY (PA) INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Carole R. Artman-Hodge

  	
   

  
	
   

  	
   

  	
   

  	
  Carole R. Artman-Hodge

  
	
   

  	
   

  	
   

  	
  Vice President

  



 


Signature Page to First Amended and Restated
Security Agreement


 

















 


	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOCIÉTÉ GÉNÉRALE, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chung-Taek Oh

  	
   

  
	
   

  	
  Name: Chung-Taek Oh

  
	
   

  	
  Title: Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barbara Paulsen

  	
   

  
	
   

  	
  Name: Barbara Paulsen

  
	
   

  	
  Title: Director