jurisdiction shall not invalidate such
provision in any other jurisdiction.
SECTION 7.
Notices. All communications and notices hereunder shall be in
writing and given as provided in Section 10.02 of the Credit Agreement. All
communications and notices hereunder to the New Co-Borrower shall be given to it
at the address set forth under its signature below.
SECTION 8.
ENTIRE AGREEMENT. THIS SUPPLEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES
HERETO, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND
UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF.
[Signature pages follow.]
Exhibit L
IN WITNESS WHEREOF, the New Co-Borrower and the Agent have duly executed this
Supplement as of the date first above written.
NEW CO-BORROWER:
[_________________]
By:
Name:
Title:
Address for notice to the New Co-Borrower:
[_____________]
AGENT:
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Agent
By:
Name:
Title:
By:
Name:
Title:
Exhibit L
EXHIBIT M
FORM OF SUBORDINATION AGREEMENT
[Attached.]
[FORM OF] SUBORDINATION AND INTERCREDITOR AGREEMENT
dated as of
[__], 20[__]
among
SPARK ENERGY, INC.,
as Parent,
SPARK HOLDCO, LLC,
SPARK ENERGY, LLC,
SPARK ENERGY GAS, LLC,
CENSTAR ENERGY CORP,
CENSTAR OPERATING COMPANY, LLC
OASIS POWER, LLC,
OASIS POWR HOLDINGS, LLC,
ELECTRICITY MAINE, LLC,
ELECTRICITY N.H., LLC,
PROVIDER POWER MASS, LLC,
MAJOR ENERGY SERVICES LLC,
MAJOR ENERGY ELECTRIC SERVICES LLC,
RESPOND POWER LLC,
PERIGEE ENERGY, LLC
as Co-Borrowers,
COӦPERATIEVE RABOBANK U.A., NEW YORK BRANCH
as Senior Agent
and
[__]
as Junior Creditor
THIS IS THE SUBORDINATION AGREEMENT REFERRED TO IN LOAN DOCUMENTS REFERRED TO
HEREIN.
SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of [__] (this "Agreement"),
among SPARK HOLDCO, LLC, a Delaware limited liability company ("Spark HoldCo"),
SPARK ENERGY, LLC, a Texas limited liability company, SPARK ENERGY GAS, LLC, a
Texas limited liability company, CENSTAR ENERGY CORP, a New York corporation,
CENSTAR OPERATING COMPANY, LLC, a Texas limited liability company, OASIS POWER,
LLC, a Texas limited liability company, OASIS POWER HOLDINGS, LLC, a Texas
limited liability company, ELECTRICITY MAINE, LLC, a Maine limited liability
company, ELECTRICITY N.H., LLC, a Maine limited liability company, PROVIDER
POWER MASS, LLC, a Maine limited liability company, MAJOR ENERGY SERVICES LLC, a
New York limited liability company, MAJOR ENERGY ELECTRIC SERVICES LLC, a New
York limited liability company, RESPOND POWER, LLC, a New York limited liability
company, and PERIGEE ENERGY, LLC, a Texas limited liability company (jointly,
severally and together, the "Co-Borrowers," and each individually, a
"Co-Borrower"), SPARK ENERGY, INC., a Delaware corporation ("Parent"),
COӦPERATIEVE RABOBANK U.A., NEW YORK BRANCH, in its capacity as the
administrative agent under the Senior Credit Agreement referred to below (in
such capacity, together with its successors and assigns, the "Senior Agent"),
and [__], a [__], in its capacity as [holder of the Subordinated Promissory
Note] referred to below (together with its successors and assigns, the "Junior
Creditor").
PRELIMINARY STATEMENT
A.
Reference is made to (i) the Credit Agreement dated as of May 19, 2017
among the Parent, the