0001104659-09-018626 Sample Contracts

FIRST AMENDMENT
First Amendment • March 18th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York

This First Amendment (this “Amendment”), dated as of March 11, 2009 (the “First 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.

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NINTH AMENDMENT TO MASTER TRANSACTION AGREEMENT
Master Transaction Agreement • March 18th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York

This Ninth Amendment to the Master Transaction Agreement (this “Amendment”), dated as of March 16, 2009 (the “Amendment Date”), by and among MXEnergy Inc., a Delaware corporation (the “Counterparty”), MXEnergy Holdings Inc. (the “Parent”) and certain Subsidiaries thereof, as guarantors (collectively, the “Guarantors”), and Société Générale, as hedge provider (the “Hedge Provider”).

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