MXENERGY HOLDINGS INC., as Issuer, and THE GUARANTORS PARTY HERETO, as Guarantors Floating Rate Senior Notes due 2011Indenture • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • New York
INDENTURE dated as of August 4, 2006 among MXENERGY HOLDINGS INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein), if any, Deutsche Bank Trust Company Americas, as Paying Agent and Registrar (as defined herein) and Law Debenture Trust Company of New York, as trustee (the “Trustee”).
FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 1, 2006 Among MXENERGY INC. and MXENERGY ELECTRIC INC.Credit Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • New York
This First Amended and Restated Credit Agreement dated as of August 1, 2006 is among MxEnergy Inc., a Delaware corporation (“MxEnergy”), MxEnergy Electric Inc., a Delaware corporation (“MxEnergy Electric”; MxEnergy and MxEnergy Electric are each individually, a “Borrower” and collectively, the “Borrowers”), the Guarantors, the Lenders, and Société Générale, as Administrative Agent for the Lenders.
MxEnergy Inc. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • Delaware
The Company desires to grant to the Optionee and the Optionee desires to accept from the Company an option to purchase shares of the common stock of the Company, $0.01 par value (“Common Stock”), upon the terms and conditions set forth in this Agreement. These options are subject to the terms of the MxEnergy Inc. 2003 Stock Option Plan (“Plan”) although these options are not a part of such Plan but rather are included within the 2001 Stock Option Plan or other contractual agreements of the Company.
REGISTRATION RIGHTS AGREEMENT Dated as of August 4, 2006 Among MXENERGY HOLDINGS INC. and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK SECURITIES INC., and MORGAN STANLEY & CO. INCORPORATED as Initial Purchasers Floating Rate Senior Notes...Registration Rights Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • New York
This Agreement is entered into in connection with the Purchase Agreement by and among the Company, the Guarantors and the Initial Purchasers, dated as of August 1, 2006 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $200,000,000 aggregate principal amount of the Company’s Floating Rate Senior Notes due 2011 (the “Notes”) guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are collectively referenced to herein as the “Securities”. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Securities under the Purchase Agreement.
AMENDED AND RESTATED LOAN AGREEMENTAnd Restated Loan Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • New York
This Loan Agreement (this “Agreement”) is entered into this 14th day of November, 2003 between Lathi, LLC a Delaware limited liability company (“Lathi”), and MxEnergy Inc. a Delaware corporation (“MXE”).
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • New York
This Master Transaction Agreement dated as of August 1, 2006 (this “Agreement”) by and among SOCIÉTÉ GÉNÉRALE, as Hedge Provider (together with its successors and permitted assigns, the “Hedge Provider”), MXENERGY INC., a Delaware corporation (the “Counterparty”), and the Guarantors specified herein.
FIRST AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • New York
This First Amended and Restated Pledge Agreement dated as of August 1, 2006 (this “Pledge Agreement”) is made by and among MxEnergy Inc., a Delaware corporation, and MxEnergy Electric Inc., a Delaware corporation (each individually, a “Borrower” and collectively, the “Borrowers”), MxEnergy Holdings Inc. (the “Parent”) and the undersigned subsidiaries thereof (together with the Borrowers and the Parent, each individually, a “Pledgor” and collectively, the “Pledgors”) 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).
FIRST AMENDED AND RESTATED SECURITY AGREEMENTFirst Amended and Restated Security Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • New York
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).
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • Texas
This Employment Agreement (the “Agreement”) is entered into on August 4, 2006, by and between Steven Murray, an individual (“Executive”) and MxEnergy Inc., a Delaware corporation (the “Company”). Terms within this Agreement that begin with initial capital letters shall have the meaning specially set forth herein, unless the context clearly demonstrates a different meaning (see Section 7 of this Agreement for the definition of several terms).
AMENDMENT NO. 1Total Gas & Electricity (PA) Inc • November 3rd, 2006 • New York
This Amendment No. 1 dated as of August 1, 2006 (this “Amendment”) is among (a) Société Générale, as Administrative Agent (in such capacity, with its successors and assigns, the “Credit Agreement Representative”) for the Credit Agreement Secured Parties, (b) Société Générale (“Société Générale”) and each additional counterparty that has become a party to the Intercreditor Agreement prior to the date hereof (Société Générale and each such additional counterparty, with its successors and assigns, a “Secured Counterparty”), (c) Sowood Commodity Partners Fund LP, a Delaware limited partnership (together with its successors and assigns, “Sowood”), and (d) MxEnergy Holdings Inc., a Delaware corporation, MxEnergy Inc., a Delaware corporation (“MxEnergy”), MxEnergy Electric Inc., a Delaware corporation (“MxElectric”, and together with MxEnergy, the “Borrowers”), and certain of their respective subsidiaries party thereto (the “Intercreditor Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • Texas
This TRANSITION SERVICES AGREEMENT (“Agreement”), dated as of August 1, 2006, between Shell Energy Services Company, L.L.C. (“Service Provider”) and MxEnergy Inc., a Delaware Corporation (“Buyer”) (each a “Party” and collectively, the “Parties”).
MXENERGY INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT AND AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENTLoan Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc
This AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT AND AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT (the “Amendment”) is dated as of December 19, 2005 and entered into by and between MxEnergy Inc., a Delaware corporation (the “Company”), and Sowood Commodity Partners Fund LP (the “Lender”). This Amendment amends (i) the Amended and Restated Loan Agreement (as amended, amended and restated, supplemented or otherwise modified, the “Loan Agreement”) dated as of November 14, 2003 by and between the parties hereto and (ii) the Amended and Restated Security Agreement (as amended, amended and restated, supplemented or otherwise modified, the “Security Agreement”) dated as of November 14, 2003 by and between the parties hereto. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Loan Agreement or the Security Agreement, as applicable.
FIRST AMENDMENT TO ASSET PURCHASE AGREMENT AND ACKNOWLEDGMENTAsset Purchase Agreement and Acknowledgement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • Texas
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT AND ACKNOWLEDGEMENT (this “Amendment”) is dated effective as of this 28th day of July, 2006 (the “Effective date”), by and between Shell Energy Services, L.L.C., a Delaware limited liability company (“Seller”), and MxEnergy Inc., a Delaware corporation (“Buyer”). Seller and Buyer and sometimes referred to individually as a “Party” and collectively as the “Parties”.
SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of December 19, 2005 by and among SOCIÉTÉ GÉNÉRALE, as Administrative Agent, VIRGINIA POWER ENERGY MARKETING, INC., SOWOOD COMMODITY PARTNERS FUND LP, MxENERGY HOLDINGS INC., MxENERGY INC., MxENERGY...Intercreditor Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • New York
This Subordination and Intercreditor Agreement dated as of December 19, 2005 (this “Agreement”) is among (a) Société Générale, as Administrative Agent (in such capacity, with its successors and assigns, the “Credit Agreement Representative”) for the Credit Agreement Secured Parties (as defined below), (b) Virginia Power Energy Marketing, Inc., a Virginia corporation (“VPEM”), and each additional counterparty which becomes a party to this Agreement in compliance with Section 10.12 (VPEM and each such additional counterparty, with its successors and assigns, a “Secured Counterparty”), (c) Sowood Commodity Partners Fund LP, a Delaware limited partnership (together with its successors and assigns, “Sowood”), (d) MxEnergy Holdings Inc., a Delaware corporation (“Parent”), and (e) MxEnergy Inc., a Delaware corporation (“MxEnergy”), and MxEnergy Electric Inc., a Delaware corporation (“MxElectric”, and together with MxEnergy, the “Borrowers”), and each of the other Loan Parties (as defined belo
MXENERGY INC. AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT AND AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITY AGREEMENTLoan Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • Connecticut
This AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT AND AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITY AGREEMENT (the “Amendment”) is dated as of August 1, 2006 and entered into by and between MxEnergy Inc., a Delaware corporation (“MXE”), and Sowood Commodity Partners Fund LP (the “Lender”). This Amendment amends (i) the Amended and Restated Loan Agreement (as amended, amended and restated, supplemented or otherwise modified, the “Loan Agreement”) dated as of November 14, 2003 by and between the parties hereto and (ii) the Amended and Restated Security Agreement (as amended, amended and restated, supplemented or otherwise modified, the “Security Agreement”) dated as of November 14, 2003 by and between the parties hereto. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Loan Agreement or the Security Agreement, as applicable.
AMENDED AND RESTATED ENERGY MARKETING AGREEMENT for Natural Gas By and between Virginia Power Energy Marketing, Inc. a Virginia corporation with offices at Richmond, VA 23219 Telephone: 804.787.6051 Fax: 804.787.6467 andEnergy Marketing Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc
THIS AMENDED AND RESTATED ENERGY MARKETING AGREEMENT together with all exhibits and any written supplements hereto (this “Agreement”) is made and entered into as of this 15th day of December 2005 (the “Effective Date”), by and between VIRGINIA POWER ENERGY MARKETING, INC., a Virginia corporation (“Provider”), and MxEnergy Inc., a Delaware corporation (“Client”). Each of Provider and Client may be referred to herein individually as a “Party” or collectively as “Parties”.
ASSET PURCHASE AGREEMENT BY AND BETWEEN SHELL ENERGY SERVICES COMPANY, L.L.C. AND MXENERGY INC. DATED AS OF MAY 12, 2006Asset Purchase Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • Texas
This ASSET PURCHASE AGREEMENT (“Agreement”), dated as of May 12, 2006, is by and between Shell Energy Services Company, L.L.C., a Delaware limited liability company (“Seller” or “SESCo” ), and MxEnergy Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes herein referred to as the “Parties” and/or individually as a “Party”.
Martin Minnaugh Virginia Power Energy Marketing, Inc.Total Gas & Electricity (PA) Inc • November 3rd, 2006
MXENERGY INC. AMENDED AND RESTATED LOAN AGREEMENT Amendment No. 1Loan Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • Connecticut
This Agreement, dated as of March 22, 2004 (this “Agreement”), is between Lathi LLC, a Delaware limited liability company (“Lathi”), and MxEnergy Inc., a Delaware corporation (“MXE”). The parties agree as follows:
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • Connecticut
This Agreement, dated as of November 14, 2003, between MxEnergy Inc., a Delaware corporation (“MXE”), and Lathi, LLC, a Delaware limited liability company (“Lathi”), amends and restates in its entirety the Security Agreement dated September 6, 2001, as amended, between MXE and Lathi.
MXENERGY INC. THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • New York
This Third Amended and Restated Stockholders’ Agreement is made and entered into as of June 25, 2004, by and among MxEnergy Inc., a Delaware corporation (the “Company”), Charter Mx LLC, a Delaware limited liability company (“Charter Mx”), the parties listed on Exhibit A annexed hereto (the “Investors,” and together with the Charter Mx, the “Series A Investors”), Lathi LLC, a Delaware limited liability company (“Lathi”), Jeffrey A. Mayer, Carol R. Artman-Hodge and Daniel P. Burke, Sr. (each an “Original Stockholder” and collectively, the “Original Stockholders”) and the individuals and entities listed on Exhibit B annexed hereto (collectively the “Other Stockholders” and individually an “Other Stockholder”). The Series A Investors, Lathi, the Original Stockholders and the Other Stockholders are referred to herein collectively as the “Stockholders” and individually as a “Stockholder.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2006 • Total Gas & Electricity (PA) Inc • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 25, 2004 by and among MxEnergy Inc., a Delaware corporation (the “Company”), Lathi LLC, a Delaware limited liability company (“Lathi”), Charter Mx LLC, a Delaware limited liability company (“Charter Mx”), Greenhill Capital Partners, L.P., Delaware limited partnership, Greenhill Capital Partners (Cayman), L.P., a Cayman Islands limited partnership, Greenhill Capital Partners (Executives), L.P., a Delaware limited partnership, Greenhill Capital, L.P., a Delaware limited partnership (and together with Charter Mx, the “Series A Investors”), and Jeffrey A. Mayer, Carol R. Artman-Hodge and Daniel P. Burke, Sr. (each, an “Original Stockholder” and collectively, the “Original Stockholders”).
