EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Employment Agreement (the “Agreement”) is entered into on February 13, 2008 (the “Effective Date”), by and between Jeffrey A. Mayer, an individual (“Executive”) and MxEnergy Holdings 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). The Executive recognizes and agrees that the Company’s commitments set forth herein provide full and adequate consideration for any modifications of the Executive’s rights existing prior to the Effective Date of this Agreement, including, but not limited to, the modifications set forth in Sections 5 and 6 of this Agreement.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT AND DETERMINATION DATE LOAN DOCUMENTSAsset Purchase Agreement • February 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • Georgia
FIRST AMENDMENT (this “Amendment”) dated as of December, 31 2007, amending the Asset Purchase Agreement (the “APA”), Secured Promissory Note (the “Note”) and Security Agreement (the “Security Agreement”), each dated as of October 31, 2007, between PS Energy Group, Inc. (the “Seller”) and MXenergy Inc. (the “Buyer”).
AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • Connecticut
AMENDMENT NO. 4 (this “Amendment”) dated as of January 9, 2008 (the “Effective Date”), by and between MxEnergy Inc. (“MXE”) and Denham Commodity Partners Fund LP Vida Sowood Commodity Partners Fund LP (the “Lender”), amending the Amended and Restated Loan Agreement, dated as of November 14, 2003, as amended by Amendment No. 1 to Amended and Restated Loan Agreement, dated as of March 22, 2004, Amendment No. 2 to Amended and Restated Loan Agreement and Amendment No. 1 to Amended and Restated Security Agreement, dated as of December 19, 2005, and Amendment No. 3 to Amended and Restated Loan Agreement and Amendment No. 2 to Amended and Restated Security Agreement, dated as of August 1, 2006 (as amended, the “Loan Agreement”), in each case, by and between MXE and Denham Commodity Partners Fund LP (Vida Sowood Commodity Partners Fund LP and as successor to Lathi LLC).
SECOND AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • February 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Second Amendment (this “Amendment”), dated as of December 17, 2007 (the “Amendment Effective Date”), is by and among MxEnergy Inc., a Delaware corporation (“Counterpart(y)”), MxEnergy Holdings Inc. and certain Subsidiaries thereof (collectively, the “Guarantors”), and Societe Generale, as Hedge Provider.
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT AND DETERMINATION DATE LOAN DOCUMENTSAsset Purchase Agreement • February 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • Georgia
SECOND AMENDMENT (this “Amendment”) dated as of January 10, 2008, amending the Asset Purchase Agreement (the “APA”), Secured Promissory Note (the “Note”) and Security Agreement (the “Security Agreement”), each dated as of October 31, 2007, and that certain First Amendment to Asset Purchase Agreement and Determination Date Loan Documents dated as of December 31, 2007, between PS Energy Group, Inc. {the “Seller”) and MXenergy Inc. (the “Buyer”).
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT AND DETERMINATION DATE LOAN DOCUMENTSAsset Purchase Agreement • February 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • Georgia
THIRD AMENDMENT (this “Amendment”) dated as of December, 31 2007, amending the Asset Purchase Agreement (the “APA”), Secured Promissory Note (the “Note”) and Security Agreement (the “Security Agreement”), each dated as of October 31, 2007, between PS Energy Group, Inc. (the “Seller”) and MXenergy Inc. (the “Buyer”).
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Second Amendment (this “Amendment”), dated as of December 17, 2007 (the “Amendment Effective Date”), is by and among MxEnergy Inc., a Delaware corporation (“MxEnergy”), and MxEnergy Electric Inc., a Delaware corporation (“MxEnergy Electric”; MxEnergy and MxEnergy Electric each a “Borrower” and collectively, the “Borrowers”), MxEnergy Holdings Inc. and certain Subsidiaries thereof (collectively, the “Guarantors”), and the financial institutions and other Persons whose signature appears below as Lenders.
FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENT AND DETERMINATION DATE LOAN DOCUMENTSAsset Purchase Agreement • February 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • Georgia
FIFTH AMENDMENT (this “Amendment”) dated as of January 15, 2008, amending the Asset Purchase Agreement (the “APA”), Secured Promissory Note (the “Note”) and Security Agreement (the “Security Agreement”), each dated as of October 31, 2007, between PS Energy Group, Inc. (the “Seller”) and MXenergy Inc. (the “Buyer”).
FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT AND DETERMINATION DATE LOAN DOCUMENTSAsset Purchase Agreement • February 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • Georgia
FOURTH AMENDMENT (this “Amendment”) dated as of January 14, 2008, amending the Asset Purchase Agreement (the “APA”), Secured Promissory Note (the “Note”) and Security Agreement (the “Security Agreement”), each dated as of October 31, 2007, between PS Energy Group, Inc. (the “Seller”) and MXenergy Inc. (the “Buyer”).
SIXTH AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • Georgia
SIXTH AMENDMENT (this “Amendment”) dated as of January 22, 2008, amending the Asset Purchase Agreement (the “APA”) dated as of October 31, 2007, that certain First Amendment to Asset Purchase Agreement and Determination Date Loan Documents dated as of December 31, 2007, that certain Second Amendment to Asset Purchase Agreement and Determination Date Loan Documents dated as of January 10, 2008, that certain Third Amendment to Asset Purchase Agreement and Determination Date Loan Documents dated as of January 11, 2008, that certain Fourth Amendment to Asset Purchase Agreement and Determination Date Loan Documents dated as of January 14, 2008, and that certain Fifth Amendment to Asset Purchase Agreement and Determination Date Loan Documents dated as of January 15, 2008, each such agreement by and between PS Energy Group, Inc. (the “Seller”) and MXenergy Inc. (the “Buyer”).
