Exhibit
10.16


 


Execution
Version


FIRST
AMENDMENT TO


MASTER
TRANSACTION AGREEMENT


 


                This
First Amendment (this “Amendment”), dated as of April 6, 2007 (the “Amendment
Effective Date”), is by and among MxEnergy Inc., a Delaware corporation (“Counterparty”),
MxEnergy Holdings Inc. and certain Subsidiaries thereof (collectively, the “Guarantors”),
and Société Générale, as Hedge Provider.


 


PRELIMINARY
STATEMENTS


 


                A.            Reference is made to the Master
Transaction Agreement dated as of August 1, 2006 (as amended to date, the “Agreement”)
among the Counterparty, the Guarantors and the Hedge Provider.  Unless otherwise expressly provided herein,
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.


 


                B.            The Counterparty has requested that the Hedge Provider amend the Agreement
as hereinafter provided; and


 


                C.            The Hedge Provider is willing to
amend the Agreement 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 Agreement.


(a)           Amendment to Section 1.01.  The definition of “Credit Agreement” in
Section 1.01 of the Agreement is hereby amended by adding the following clause
immediately prior to the end of such definition:


“as amended by the First Amendment, dated as of April 6, 2007, by and
among the Borrowers, Guarantors and the Lenders party thereto.”


(b)           Amendment to Section 5.06.  Section 5.06(h) of the Agreement is hereby
amended by inserting a new clause (ii) and re-numbering the existing clause
(ii) as clause (iii):


(ii)  on the last day of each fiscal quarter, a
certificate from a Responsible Officer of the Counterparty certifying a description
of any revisions or updates to the schedules to the Risk Management Policy or,
if there have been no such revisions or updates, certifying that there have not
been any such revisions or updates.


 

















 


(c)           Amendment to Section 6.01.  Section 6.01 of the Agreement is hereby
amended in its entirety as follows:


Credit Agreement Negative and Financial Covenants. 
Take or fail to take any action which causes a violation of any of the
negative covenants or financial covenants set forth in Article VI of the Credit
Agreement, each as in effect on the Closing Date (or, with respect to Sections
6.05, 6.17, 6.18 and 6.20 of the Credit Agreement, as in effect on April 6,
2007), each such negative covenant and financial covenant, and all defined
terms set forth in the Credit Agreement and referenced therein in their
respective entireties (in each case as in effect on the Closing Date or, with
respect to the definition of “Consolidated Tangible Net Worth” and Sections
6.05, 6.17, 6.18 and 6.20 of the Credit Agreement, as in effect on April 6,
2007), being hereby incorporated herein by reference as if fully set forth
herein (all such negative covenants, financial covenants and related defined
terms being collectively referred to herein as the “First Lien Negative Covenants”).


Section 2.               Conditions to Effectiveness.  This Amendment shall be effective as of the Amendment
Effective Date when the Hedge Provider shall have received confirmation of each
of the following in form and substance satisfactory to the Hedge Provider:


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


(b)           counterparts of the First Amendment
to the Credit Agreement, duly executed and delivered by Transaction Parties,
the Administrative Agent and the Majority Lenders;


(c)           a certificate of Secretary or other
officer of each Transaction Party certifying the name and title of the officer
of such Transaction Party that is authorized to execute this Amendment and that
none of the organizational documents of such Transaction Party have been
changed since the Closing Date; and


(d)           evidence that the Counterparty has
paid all other costs, accrued and unpaid fees and expenses to the extent due
and payable to the Hedge Provider as of the Amendment Effective Date pursuant
to the Agreement and any fee letter executed by the Hedge Provider.


Section 3.               Representations and Warranties.  Each Transaction Party jointly and severally
hereby represents and warrants that, as of the Amendment Effective Date:


(a)           all representations and warranties of
such Transaction Party contained in the 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 Effective
Date (it being understood and agreed that any representation which by its terms
is


 


2

















 


made as of a specified date shall be required to be
true and correct only as of such specified date); and


(b)           no Specified Event has occurred and
is continuing.


Section 4.               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 Agreement is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects.


Section 5.               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 6.               Entire Agreement.  This Amendment, the 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.


Section 7.               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 8.               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 9.               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]


 


3

















 


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 Effective Date.


	
   

  	
  COUNTERPARTY:

  
	
   

  	
   

  
	
   

  	
  MXENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Chaitu Parikh

  
	
   

  	
   

  	
  Chaitu Parikh

  
	
   

  	
   

  	
  Vice President and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MXENERGY ELECTRIC INC.

  
	
   

  	
  MXENERGY HOLDINGS INC.

  
	
   

  	
  ONLINE CHOICE INC.

  
	
   

  	
  MXENERGY GAS CAPITAL
  HOLDINGS CORP.

  
	
   

  	
  MXENERGY
  ELECTRIC CAPITAL HOLDINGS CORP.

  
	
   

  	
  MXENERGY
  GAS CAPITAL CORP.

  
	
   

  	
  MXENERGY
  ELECTRIC CAPITAL CORP.

  
	
   

  	
  TOTAL GAS & ELECTRIC
  INC.

  
	
   

  	
  TOTAL GAS &
  ELECTRICITY (PA) INC.

  
	
   

  	
  MXENERGY CAPITAL HOLDINGS
  CORP.

  
	
   

  	
  MXENERGY CAPITAL CORP.

  
	
   

  	
  MXENERGY SERVICES INC.

  
	
   

  	
  INFOMETER.COM INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Chaitu Parikh

  
	
   

  	
   

  	
  Chaitu Parikh

  
	
   

  	
   

  	
  Vice President and CFO

  
					



 


4

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HEDGE PROVIDER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOCIÉTÉ GÉNÉRALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Francois-Xavier
  Saint-Macary

  
	
   

  	
  Name: 

  	
  Francois-Xavier
  Saint-Macary

  
	
   

  	
  Title: 

  	
  Managing Director, Global
  Head of Commodities Trading

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


 


 


5