0001104659-08-034116 Sample Contracts

THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 16th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • New York

This Third Amendment (this “Amendment”), dated as of May 12, 2008 but effective as of March 1, 2008 (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.

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THIRD AMENDMENT TO MASTER TRANSACTION AGREEMENT
Master Transaction Agreement • May 16th, 2008 • MxEnergy Holdings Inc • Natural gas distribution • New York

This Third Amendment to Master Transaction Agreement (this “Amendment”), dated as of May 12, 2008 (the “Amendment Date”), and effective in part to the extent provided herein as of March 1, 2008 (the “Amendment Effective 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”).

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