MXENERGY HOLDINGS INC., as Issuer, and THE GUARANTORS PARTY HERETO, as Guarantors 13.25% Senior Subordinated Secured Notes due 2014Indenture • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
INDENTURE dated as of September 22, 2009 among MXENERGY HOLDINGS INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein), if any, and Law Debenture Trust Company of New York, as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 30, 2008 Among MXENERGY INC. and MXENERGY ELECTRIC INC. as Borrowers, MXENERGY HOLDINGS INC. AND CERTAIN SUBSIDIARIES THEREOF, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY...Credit Agreement • October 2nd, 2008 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Second Amended and Restated Credit Agreement dated as of September 30, 2008 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.
MASTER AGREEMENTMaster Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2007 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Employment Agreement (the “Agreement”) is entered into on June 13, 2007 (the “Effective Date”) by and between Gina Goldberg, an individual (“Employee”), 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. Employment. Employee shall serve as Vice President, Sales and Marketing, will report to the Chief Operating Officer (“COO”) and/or the Chief Executive Officer (“CEO”) and will render such services consistent with the foregoing role. Employee’s office shall be located at the Employee offices of the Company in Stamford, Connecticut.
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.
ESCROW AND SECURITY AGREEMENTEscrow and Security Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This ESCROW AND SECURITY AGREEMENT (this “Agreement”), dated as of September 22, 2009, is by and among MXenergy Holdings Inc., a Delaware corporation (the “Company”), Law Debenture Trust Company of New York, as the trustee under the Indenture (as defined below) (the “Trustee”), and Law Debenture Trust Company of New York, as escrow agent and securities intermediary (in such capacity, together with its successors in such capacity, the “Escrow Agent”). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Indenture (as defined below).
SEVENTEENTH AMENDMENT AND WAIVER TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • September 16th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Seventeenth Amendment and Waiver to the Master Transaction Agreement (this “Amendment”), dated as of September 14, 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”).
FOURTEENTH AMENDMENT AND WAIVER TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 18th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Fourteenth Amendment and Waiver to the Master Transaction Agreement (this “Amendment”), dated as of August 14, 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”).
Restricted Stock Unit Award Agreement: Non-Employee DirectorsRestricted Stock Unit Award Agreement • February 16th, 2010 • MxEnergy Holdings Inc • Natural gas distribution • Delaware
This Award is conditioned on your execution of this Award Agreement within 20 (twenty) days after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have (i) carefully considered the terms and conditions of the Plan and this Award, and (ii) consulted with your personal legal and tax advisors about all of these documents.
ContractMxEnergy Holdings Inc • July 28th, 2010 • Natural gas distribution
AMENDMENT NO. 1, dated as of July 26, 2010, to that certain Stockholders Agreement, dated as of September 22, 2009 among (i) MXenergy Holdings Inc., a Delaware corporation, (ii) the Stockholders listed on Schedule I thereto (iii) the Stockholders listed on Schedule II thereto (iv) the Stockholders listed on Schedule III thereto and (v) any other Stockholder that may become a party to the Stockholders Agreement after the date and pursuant to the terms thereof.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT AND DETERMINATION DATE LOAN DOCUMENTSAsset Purchase Agreement And • 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”).
SECOND LIEN COLLATERAL AGREEMENT dated as of September 22, 2009 among MXENERGY HOLDINGS INC., MXENERGY ELECTRIC INC., MXENERGY INC., and THE OTHER PARTIES HERETO, as Grantors, and LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Collateral AgentSecond Lien Collateral Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
Second Lien Collateral Agreement, dated as of September 22, 2009 (this “Agreement”), among MxEnergy Holdings Inc., a Delaware corporation (“Holdings”), and each Subsidiary of Holdings listed on Schedule 1 hereto (together with Holdings and any other Person that becomes a party hereto as provided herein, collectively, the “Grantors”) and Law Debenture Trust Company of New York, as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the benefit of the Trustee (as defined below) and the Noteholders (as defined below) (collectively, the “Secured Party”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 17, 2008 Among MXENERGY INC. and MXENERGY ELECTRIC INC.Credit Agreement • November 21st, 2008 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Third Amended and Restated Credit Agreement dated as of November 17, 2008 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.
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).
FIRST AMENDMENT DATED AS OF SEPTEMBER 28, 2009 TO THE ISDA MASTER AGREEMENT DATED AS OF SEPTEMBER 22, 2009 AMONG SEMPRA ENERGY TRADING LLC, MXENERGY INC. AND THE SPECIFIED ENTITIES PARTY THERETOIsda Master Agreement • October 2nd, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
FIRST AMENDMENT dated as of September 28, 2009 (this “First Amendment”) to the ISDA MASTER AGREEMENT, dated as of September 22, 2009 (as amended, supplemented or otherwise modified as of the date hereof, the “Gas Master ISDA Agreement”), among SEMPRA ENERGY TRADING LLC (“Party A”), MXENERGY INC. (“Party B”) and the Specified Entities party thereto.
ELEVENTH AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • June 3rd, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Eleventh Amendment to the Master Transaction Agreement (this “Amendment”), dated as of May 29, 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 Societe Generale, as hedge provider (the “Hedge Provider”).
FIFTH AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • October 14th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Fifth Amendment to Master Transaction Agreement (this “Amendment”), dated as of September 30, 2008 (the “Amendment Date”), by and among MXenergy Inc., a Delaware corporation (the “Counterparty”), MXenergy Holdings Inc. and certain Subsidiaries thereof, as guarantors (collectively, the “Guarantors”), and Société Générale, as hedge provider (the “Hedge Provider”).
AMENDMENT NO. 2MxEnergy Holdings Inc • October 13th, 2009 • Natural gas distribution • New York
This Amendment No. 2 dated as of November 7, 2008 (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, as a Secured Counterparty (“Secured Counterparty”), (c) Denham Commodity Partners Fund LP (formerly 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”).
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2010 • MxEnergy Holdings Inc • Natural gas distribution
This AMENDMENT to the Employment Agreement (as defined below), effective January 1, 2009, is hereby entered into as of the 31st day of December, 2008 by and between MxEnergy Inc. (the “Company”) and Gina Goldberg (the “Employee”).
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.
GUARANTEE AND COLLATERAL AGREEMENT dated as of September 22, 2009 among MXENERGY HOLDINGS INC., MXENERGY ELECTRIC INC., MXENERGY INC., and THE OTHER PARTIES HERETO, as Grantors, and SEMPRA ENERGY TRADING LLC, as Secured PartyGuarantee and Collateral Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
Guarantee and Collateral Agreement, dated as of September 22, 2009 (this “Agreement”), among MxEnergy Holdings Inc., a Delaware corporation (“Holdings”), MxEnergy Electric Inc., a Delaware corporation (“MX Electric”), MxEnergy Inc., a Delaware corporation (“MX Energy” and, together with MX Electric, collectively, the “MX Companies” and, individually, each a “MX Company”), and each Subsidiary of Holdings listed on Schedule 1 hereto (together with Holdings, the MX Companies and any other Person that becomes a party hereto as provided herein, collectively, the “Grantors”), and Sempra Energy Trading LLC, a Delaware limited liability company (“Sempra”).
SECOND AMENDMENT DATED AS OF MAY 28, 2010 TO THE ISDA MASTER AGREEMENT DATED AS OF SEPTEMBER 22, 2009 AMONG SEMPRA ENERGY TRADING LLC, MXENERGY ELECTRIC INC. AND THE SPECIFIED ENTITIES PARTY THERETOIsda Master Agreement • June 3rd, 2010 • MxEnergy Holdings Inc • Natural gas distribution • New York
SECOND AMENDMENT dated as of May 28, 2010 (this “Second Amendment”) to the ISDA MASTER AGREEMENT, dated as of September 22, 2009 (as amended by that certain First Amendment thereto, dated as of September 28, 2009, and as further amended, supplemented or otherwise modified as of the date hereof, the “Electric ISDA Master Agreement”), among SEMPRA ENERGY TRADING LLC (“Party A”), MXENERGY ELECTRIC INC. (“Party B”) and the Specified Entities party thereto.
SEVENTH AMENDMENT & WAIVERSeventh Amendment • August 18th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Seventh Amendment & Waiver (this “Amendment”) dated as of August 14, 2009 (the “Seventh Amendment Effective Date”) is by and among MxEnergy Inc., a Delaware corporation (“MxEnergy”), 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”), the financial institutions and other Persons whose signatures appear below as Lenders, Société Générale, as Issuing Bank, and Société Générale, as Administrative Agent.
REGISTRATION RIGHTS AGREEMENT Dated as of September 22, 2009 Among MXENERGY HOLDINGS INC. and THE GUARANTORS NAMED HEREIN as Issuers, and the holders of the 13.25% Senior Subordinated Secured Notes due 2014Registration Rights Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Registration Rights Agreement (this “Agreement”) is dated as of September 22, 2009, among MXENERGY HOLDINGS INC., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule 1 hereto (collectively, and together with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as hereinafter defined), the “Guarantors,” and together with the Company, the “Issuers”) and the holders (collectively with any Transferee (as defined herein) that becomes a party to this Agreement pursuant to Section 11 hereof, the “Note Holders”) of the 13.25% Senior Subordinated Secured Notes due 2014 (the “Notes”) guaranteed on a senior subordinated secured basis by the Guarantors (the “Guarantees”).
AMENDMENT NO. 3MxEnergy Holdings Inc • June 12th, 2009 • Natural gas distribution • New York
This Amendment No. 3 dated as of June 8, 2009 (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, as a Secured Counterparty (“Secured Counterparty”), (c) Denham Commodity Partners Fund LP (formerly 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”).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT AND DETERMINATION DATE LOAN DOCUMENTSAsset Purchase Agreement And • 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 And • 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”).
TWELFTH AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • June 12th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Twelfth Amendment to the Master Transaction Agreement (this “Amendment”), dated as of June 8, 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 Societe Generale, as hedge provider (the “Hedge Provider”).
THIRD AMENDMENT DATED AS OF MAY 28, 2010 TO THE ISDA MASTER AGREEMENT DATED AS OF SEPTEMBER 22, 2009 AMONG SEMPRA ENERGY TRADING LLC, MXENERGY INC. AND THE SPECIFIED ENTITIES PARTY THERETOIsda Master Agreement • June 3rd, 2010 • MxEnergy Holdings Inc • Natural gas distribution • New York
THIRD AMENDMENT dated as of May 28, 2010 (this “Third Amendment”) to the ISDA MASTER AGREEMENT, dated as of September 22, 2009 (as amended by those certain amendments thereto, dated as of September 28, 2009 and December 21, 2009, and as further amended, supplemented or otherwise modified as of the date hereof, the “Gas ISDA Master Agreement”), among SEMPRA ENERGY TRADING LLC (“Party A”), MXENERGY INC. (“Party B”) and the Specified Entities party thereto.
FIFTH AMENDMENTFifth Amendment • June 18th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Fifth Amendment (this “Amendment”) dated as of June 15, 2009 (the “Fifth Amendment Effective Date”) is by and among MxEnergy Inc., a Delaware corporation (“MxEnergy”), 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 signatures appear below as Lenders.
FOURTH AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 1st, 2008 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Fourth Amendment to Master Transaction Agreement (this “Amendment”), dated as of July 31, 2008 (the “Amendment Date”), by and among MXenergy Inc., a Delaware corporation (the “Counterparty”), MXenergy Holdings Inc. and certain Subsidiaries thereof, as guarantors (collectively, the “Guarantors”), and Société Générale, as hedge provider (the “Hedge Provider”).
CLASS A VOTING AGREEMENTClass a Voting Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This CLASS A VOTING AGREEMENT (this “Agreement”) is entered into as of September 22, 2009, by and among (i) the parties listed on Schedule I hereto (collectively, the “Initial Class A Stockholders”) and (ii) any other Class A Stockholder that becomes a party to this Agreement after the date hereof.
FIRST AMENDMENT DATED AS OF SEPTEMBER 28, 2009 TO THE ISDA MASTER AGREEMENT DATED AS OF SEPTEMBER 22, 2009 AMONG SEMPRA ENERGY TRADING LLC, MXENERGY ELECTRIC INC. AND THE SPECIFIED ENTITIES PARTY THERETOIsda Master Agreement • October 2nd, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
FIRST AMENDMENT dated as of September 28, 2009 (this “First Amendment”) to the ISDA MASTER AGREEMENT, dated as of September 22, 2009 (as amended, supplemented or otherwise modified as of the date hereof, the “Electric Master ISDA Agreement”), among SEMPRA ENERGY TRADING LLC (“Party A”), MXENERGY ELECTRIC INC. (“Party B”) and the Specified Entities party thereto.
May 3, 2010, as amended on May 4, 2010 and May 5, 2010 to reflect comments by and negotiation with Artman-Hodge Ms. Carole R. Artman-Hodge Rye, New York 10580 Dear Robi:Consulting Agreement • May 17th, 2010 • MxEnergy Holdings Inc • Natural gas distribution • New York
As we have discussed, your employment with MXenergy, Inc. (the “Company”) will terminate effective May 14, 2010 (the “Separation Date”). This letter agreement (the “Agreement”) outlines the benefits available to you and contains other details in connection with your separation of employment.
TENTH AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • May 15th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This Tenth Amendment to the Master Transaction Agreement (this “Amendment”), dated as of May 15, 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”).
