AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT AND AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITY AGREEMENT

Exhibit 10.8

Execution Version

MXENERGY INC.

AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT AND
AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITY AGREEMENT

This AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT AND AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITY AGREEMENT (the " Amendment ") is dated as of August 1, 2006 and entered into by and between MxEnergy Inc., a Delaware corporation (" MXE "), and Sowood Commodity Partners Fund LP (the " Lender "). This Amendment amends (i) the Amended and Restated Loan Agreement (as amended, amended and restated, supplemented or otherwise modified, the " Loan Agreement ") dated as of November 14, 2003 by and between the parties hereto and (ii) the Amended and Restated Security Agreement (as amended, amended and restated, supplemented or otherwise modified, the " Security Agreement ") dated as of November 14, 2003 by and between the parties hereto. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Loan Agreement or the Security Agreement, as applicable.

RECITALS

WHEREAS, pursuant to the Transfer Agreement dated July 1, 2004 by and between Lathi, LLC, certain other parties, and Sowood Commodity Partners Fund LP and the Consent to Transfer dated June 30, 2004 by and between Lathi, LLC and MXE, Lathi, LLC transferred all of its rights and obligations in respect of MXE to Sowood Commodity Partners Fund LP;

WHEREAS, the parties hereto entered into the Loan Agreement, which provides for a loan facility to MXE;

WHEREAS, the parties hereto entered into the Security Agreement which secures MXE’s obligations under the Loan Agreement; and

WHEREAS, MXE has requested and the Banks have agreed to make certain amendments to the Loan Agreement and the Security Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

• • 1.                                        Amendments to Loan Agreement .

     

    • • (a)                                   All references in all Credit Documents to "Lathi, LLC" are hereby amended to read "Sowood Commodity Partners Fund LP" and the term "Sowood" shall refer to Sowood Commodity Partners Fund LP.

         

        (b)                                  The first paragraph of Section 1.2 of the Loan Agreement is amended to read as follows:

         

        " Borrowing Requests . MXE may from time to time request a Loan under Section 1.1 by providing to Sowood a borrowing request in the form of Exhibit 1.2 (a " Borrowing Request ") not later than noon, five business days prior to the requested date for extension of such Loan (each such date a " Funding Date ") specifying (a) the amount of the requested loan, which shall be in an amount not less than $100,000 and (b) the requested Funding therefor, which shall be a business day."

         

The remainder of Section 1.2 remains unchanged.

• • • • (c)                                   Section 5.2 of the Loan Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

         

    " Incurrence of Indebtedness . MXE shall not without the prior consent of Sowood create, incur, assume, or otherwise become or remain liable with respect to liabilities of any kind other than Permitted Indebtedness. " Permitted Indebtedness " shall mean (i) Dominion Indebtedness; (ii) indebtedness to Sowood hereunder and under the Note; (iii) indebtedness secured under purchase money security interests (including mortgages, conditional sales, capital leases and other title retention or deferred purchase devices) so long as (x) the lien is limited to the property whose acquisition was funded, or refinanced, through the incurrence of such indebtedness; (y) such indebtedness is limited in recourse to the applicable financed property or the amount of such indebtedness does not exceed the lesser of (a) the purchase price or construction cost of said property and (b) the fair market value of said property; and (z) the indebtedness was incurred within 60 days after the initial acquisition of the applicable property; (iv) liabilities incurred