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”).
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.
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).
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”).
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”).
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”).
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.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of September 22, 2009 (the “Second Supplemental Indenture”), by and among MxEnergy Holdings Inc., a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”), to the Indenture, dated as of August 4, 2006, among the Company, the subsidiary guarantors named therein, the Trustee and Deutsche Bank Trust Company Americas, as paying agent and registrar, as amended by the First Supplemental Indenture, dated as of August 1, 2007, by and among the Company, the guarantors party thereto, and the Trustee (together, the “Indenture”). Capitalized terms used in this Second Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
STOCKHOLDERS AGREEMENT OF MXENERGY HOLDINGS INC. Dated as of September 22, 2009Stockholders Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This STOCKHOLDERS AGREEMENT is dated as of September 22, 2009, among (i) MXenergy Holdings Inc., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule I hereto (collectively, the “Class A Stockholders”), (iii) the Stockholders listed on Schedule II hereto (collectively, the “Class B Stockholders”), (iv) the Stockholders listed on Schedule III hereto (collectively, the “Class C Stockholders” and, together with the Class A Stockholders and the Class B Stockholders, the “Common Stockholders”) and (v) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 3.1.
ContractRegistration Rights Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • Delaware
AMENDMENT AND WAIVER AGREEMENT, dated as of September 22, 2009, among MxEnergy Holdings Inc., a Delaware corporation, Denham Commodity Partners LP, a Delaware limited partnership, Charter Mx LLC, a Delaware limited liability company, Greenhill Capital Partners, L.P., a Delaware limited partnership, Greenhill Capital Partners (Cayman), L.P., a Cayman Islands limited partnership, Greenhill Capital Partners (Executives), L.P., a Delaware limited partnership, and Greenhill Capital, L.P., a Delaware limited partnership, Jeffrey A. Mayer, Carol R. Artman-Hodge and Daniel P. Burke, Sr.
Preliminary statementStockholders Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • Delaware
CLASS C VOTING AGREEMENTClass C Voting Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This CLASS C 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 C Stockholders”) and (ii) any other Class C Stockholder that becomes a party to this Agreement after the date hereof.
INTERCREDITOR AND SUBORDINATION AGREEMENT among MXENERGY HOLDINGS INC., a Delaware corporation and THE OTHER PLEDGORS FROM TIME TO TIME PARTY HERETO, and SEMPRA ENERGY TRADING LLC, as Facility Agent, and LAW DEBENTURE TRUST COMPANY OF NEW YORK, as...Intercreditor and Subordination Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement”) dated as of September 22, 2009 by and among MxEnergy Holdings Inc., a Delaware corporation (“Holdings”), the Pledgors from time to time party hereto, Sempra Energy Trading LLC, a Delaware limited liability company (“Sempra”), together with its successors and assigns, in its capacity as Facility Agent, and Law Debenture Trust Company of New York, not individually, but solely in its capacity as trustee under the Junior Indenture described below for the benefit of the Holders of the Junior Notes (in such capacity, together with its successors and assigns, the “Junior Notes Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2009 • MxEnergy Holdings Inc • Natural gas distribution • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of September 22, 2009, (this “Agreement”), is made among (i) MXenergy Holdings Inc., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule I hereto (collectively, the “Class A Stockholders”), (iii) the Stockholders listed on Schedule II hereto (collectively, the “Class B Stockholders”), (iv) the Stockholders listed on Schedule III hereto (collectively, the “Class C Stockholders” and, together with the Class A Stockholders and the Class B Stockholders, the “Common Stockholders”), and (v) any other Stockholder that may become a party to this Agreement after the date hereof and pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 10.
