Amendment No. 2 to the Credit Agreement, dated as of July 17, 2018, by and among Spark Energy, Inc., the Co-Borrowers, the Banks party thereto, and Brown Brothers Harriman & Co., as exiting bank

THIS AMENDMENT NO. 2 (this “Amendment”), entered into on, and effective as of July 17, 2018 (the “Effective Date”), is made by and  among SPARK HOLDCO, LLC (“HoldCo”), a Delaware limited liability company, SPARK ENERGY, LLC (“Spark”), a Texas limited liability company, SPARK ENERGY GAS, LLC (“SEG”), a Texas limited liability company, CENSTAR ENERGY CORP, a New York corporation (“CenStar”), CENSTAR OPERATING COMPANY, LLC, a Texas limited liability company (“Censtar Opco”), OASIS POWER, LLC, a Texas limited liability company (“Oasis”), OASIS POWER HOLDINGS, LLC, a Texas limited liability company (“Oasis Holdings”), ELECTRICITY MAINE, LLC, a Maine limited liability company (“Maine”), ELECTRICITY N.H., LLC, a Maine limited liability company (“NH”), PROVIDER POWER MASS, LLC, a Maine limited liability company (“Mass”), MAJOR ENERGY SERVICES LLC, a New York limited liability company (“Major”), MAJOR ENERGY ELECTRIC SERVICES LLC, a New York limited liability company (“Electric”), RESPOND POWER LLC, a New York limited liability company (“Respond”), PERIGEE ENERGY, LLC, a Texas limited liability company (“Perigee”), VERDE ENERGY USA, INC., a Delaware corporation (“Verde Inc.”), VERDE ENERGY USA COMMODITIES, LLC, a Delaware limited liability company (“Verde Commodities”), VERDE ENERGY USA CONNECTICUT, LLC, a Delaware limited liability company (“Verde Connecticut”), VERDE ENERGY USA DC, LLC, a Delaware limited liability company (“Verde DC”), VERDE ENERGY USA ILLINOIS, LLC, a Delaware limited liability company (“Verde Illinois”), VERDE ENERGY USA MARYLAND, LLC, a Delaware limited liability company (“Verde Maryland”), VERDE ENERGY USA MASSACHUSETTS, LLC, a Delaware limited liability company (“Verde Massachusetts”), VERDE ENERGY USA NEW JERSEY, LLC, a Delaware limited liability company (“Verde New Jersey”), VERDE ENERGY USA NEW YORK, LLC, a Delaware limited liability company (“Verde New York”), VERDE ENERGY USA OHIO, LLC, a Delaware limited liability company (“Verde Ohio”), VERDE ENERGY USA PENNSYLVANIA, LLC, a Delaware limited liability company (“Verde Pennsylvania”), VERDE ENERGY USA TEXAS HOLDINGS, LLC, a Delaware limited liability company (“Verde Texas Holdings”), VERDE ENERGY USA TRADING, LLC, a Delaware limited liability company (“Verde Trading”), VERDE ENERGY SOLUTIONS, LLC, a Delaware limited liability company (“Energy Solutions”), VERDE ENERGY USA TEXAS, LLC, a Texas limited liability company (fka Potentia Energy, LLC) (“Verde Texas”), and HIKO ENERGY, LLC, a New York limited liability company (“Hiko”) (jointly, severally and together, the “Co-Borrowers,” and each individually, a “Co-Borrower”), SPARK ENERGY, INC. (“Parent”), a Delaware corporation, the Issuing Banks party hereto, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Agent, and each financial institution (other than the Exiting Bank as defined in Section 2 below) which is a party hereto (collectively, the “Banks”) and, solely for purposes of Section 2, BROWN BROTHERS HARRIMAN & CO., as Exiting Bank (as defined in Section 2 below). Capitalized terms used herein but not defined herein shall have the meanings specified by the Credit Agreement referred to below.

WHEREAS, the Co-Borrowers, the Parent, the Agent, and the Banks have entered into the Credit Agreement dated as of May 19, 2017 (as amended by the Amendment No. 1 dated as of November 2, 2017, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the parties hereto have agreed to make certain amendments to the Credit Agreement as provided for herein.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows:

(a)    Documentary and Standby Letters of Credit issued for the purpose of financing the purchase of Product and Performance Standby Letters of Credit, in each case with terms of up to 90 days - $192,500,000.

(b)    Documentary and Standby Letters of Credit issued for the purpose of financing the purchase of Product and Performance Standby Letters of Credit, in each case with terms of greater than 90 days and up to 365 days - $115,500,000 in the aggregate.

(i)    relettering clause (v) as clause (iv) and replacing such clause as follows:

(ii)    relettering clauses (vi) and (vii) as clause (v) and (vi), respectively.

(i)     replacing clause (b) of such Section in its entirety as follows:

(ii)    relettering clause (c) as clause (d);

(iii)    replacing the two references to “Section 7.09(c)” with “Section 7.09(d)” in new clause (d);

(iv)    inserting new clause (c) as follows:

SECTION 2.Exiting Bank; Commitment Reallocation.

(a)    In connection with this Amendment, Brown Brothers Harriman & Co. (the “Exiting Bank”) is exiting the facility. Each of the Exiting Bank, the Banks, and the Agent have agreed among themselves, in consultation with the Borrower, to effectuate an assignment and assumption, effective as of the Effective Date, with respect to the Exiting Bank’s (i) rights and obligations in its capacity as a “Bank” under the Credit Agreement and any other Loan Document to the extent related to all or any of such outstanding rights and obligations of the Exiting Bank under the Credit Agreement and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Exiting Bank (in its capacity as a “Bank” under the Loan Documents) against any Person, whether known or unknown, arising

under or in connection with the Loan Documents or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interests”) in order to, among other things, remove the Exiting Bank as a “Bank” under the Loan Documents and to reallocate the Exiting Bank’s “Commitments” (as defined in the Credit Agreement, the “Exiting Bank Commitments”), “Loans” (as defined in the Credit Agreement, the “Exiting Bank Loans”) and “L/C Obligations” (as defined in the Credit Agreement, the “Exiting Bank L/C Obligations”) among the Banks. As such, the Exiting Bank hereby irrevocably sells and assigns to the Banks, WITHOUT RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, except as expressly provided below, and each Bank hereby irrevocably purchases and assumes from Exiting Bank, subject to the terms of this Section 2, the Assigned Interests. The Exiting Bank shall, to the extent provided in this Section 2, on the Effective Date, relinquish its rights and be released from its obligations under the Credit Agreement, provided that nothing contained herein shall release the Co-Borrowers from any indemnity in favor of the Exiting Bank to the extent such indemnity would otherwise expressly continue to apply to any Indemnitee under the Loan Documents following assignment of its interest in the Assigned Interests. The parties hereto hereby consent to the Exiting Bank’s assignment of the Assigned Interests to the Banks and the assumption by the Banks of such Assigned Interests and the reallocation of the Exiting Bank Commitments, the Exiting Bank Loans and the Exiting Bank L/C Obligations in accordance with this Section 2. The Exiting Bank hereby makes the representations and warranties applicable to an assignor and each Bank hereby makes the representations and warranties applicable to an assignee, in each case in the form of Assignment and Acceptance attached as Exhibit I to the Credit Agreement as if such representations and warranties were set forth fully herein.

(b)    To settle the foregoing assignments among the Exiting Bank and the Banks:

account any amounts received from the Borrower and payable to the Agent or the Banks; provided, that the Exiting Bank hereby waives any right to receive any payments under Section 4.03 of the Credit Agreement as a result of the payments made pursuant to this Section 2.

(c)    The parties hereto hereby waive any variances between this Section 2 and the form of Assignment and Acceptance attached as Exhibit I to the Credit Agreement, and the Agent agrees to waive the processing and recordation fee set forth in Section 10.07(b)(iv) of the Credit Agreement and of this Amendment, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived); and

(d)    Simultaneously with the effectiveness of this Amendment, after giving effect to the assignments and assumptions of the Assigned Interests described above, the Commitments of each Bank shall be as set forth on Schedule 2.01 attached hereto and the amount of all outstanding Loans and L/C Obligations shall be reallocated among the Banks in accordance with their respective Commitments.

SECTION 3.    Conditions to Effectiveness. This Amendment shall be effective as of the Effective Date upon the satisfaction of the following conditions precedent:

(a)Documentation.

(ii)    The Agent shall have received copies of the resolutions of each Loan Party authorizing the transactions contemplated hereby, certified as of the Effective Date by a Responsible Officer of such Loan Party

(iii)    The Agent shall have received a certificate of a Responsible Officer of each Loan Party certifying the names and true signatures of any Responsible Officers of such Loan Party who are authorized to act on behalf of each Loan Party.

(iv)    The Agent shall have received the certificate of incorporation, certificate of formation, or certificate of limited partnership, as applicable, of each Loan Party as in effect on the Effective Date, each certified by the Secretary of State of each such Person’s state of organization, the bylaws, regulations, operating agreement or partnership agreement, as applicable, of each Loan Party, each certified by a Responsible Officer of such Loan Party as a true and correct copy thereof as of the Effective Date, and evidence satisfactory to the Agent, that each Loan Party is in good standing under the laws of its state of organization.

(v)    The Agent shall have received evidence of insurance required to be maintained by the Loan Parties hereunder, which certificates shall name the Agent as additional insured and loss payee, as applicable.

(vi)    The Agent shall have received all documentation and other information requested by the Agent, any Issuing Bank, or any Bank that is required by regulatory authorities under

applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the USA Patriot Act.

(b)    Fees and Expenses. The Agent shall have received evidence of payment by the Co-Borrowers of all fees, costs and expenses to the extent then due and payable on or prior to the Effective Date, together with Attorney Costs.

SECTION 4.    Representations and Warranties. Each of the Co-Borrowers hereby represents and warrants that after giving effect hereto:

(a)    The execution, delivery and performance by each Loan Party of this Amendment, have been duly authorized by all necessary corporate or limited liability company action, as applicable, and do not and will not contravene, conflict with or result in any breach or contravention of, or the creation of any Lien under any of such Loan Party’s organizational and governing documents, or any document evidencing any contractual obligation to which such Loan Party is a party or any order, injunction, writ or decree of any Governmental Authority to which such Loan Party or its property is subject or any Requirement of Law, to the extent any such contravention, conflict or breach has or could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

(b)    The representations and warranties of the Loan Parties contained in the Loan Documents are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which representation and warranty shall be true and correct in all respects) on and as of the Effective Date (except to the extent such representations and warranties relate solely to an earlier date) and after giving effect to this Amendment.

(c)    No event has occurred and is continuing which constitutes a Default, an Event or Default or both.

SECTION 5.    Termination of Fee Letter – Letter of Credit Fronting Fee. Each of (a) the Loan Parties and (b) Coöperatieve Rabobank U.A., New York Branch and Compass Bank, as Issuing Banks, agree that (i) on and after the Effective Date, all letter of credit fronting fees attributable to Letters of Credit shall be calculated in accordance with Section 3.08(d) of the Credit Agreement (as amended hereby) and (ii) upon payment in full of all accrued but unpaid fees under the Fee Letter – Letter of Credit Fronting Fee dated November 30, 2017 among the Co-Borrowers named therein and Coöperatieve Rabobank U.A., New York Branch and Compass Bank, as Issuing Banks, (the “LC Fee Letter”), the LC Fee Letter shall be terminated and of no further force and effect.

SECTION 6.    Ratification of Obligations; Reaffirmation of Guaranty Agreement and Liens. Each of the Loan Parties hereby ratifies and confirms its Obligations under the Credit Agreement and the other Loan Documents and acknowledges that all other terms, provisions and conditions of the Credit Agreement and the other Loan Documents remain unchanged (except as modified hereby) and are in full force and effect. The Parent hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty Agreement are in full force and effect and that it continues to unconditionally and irrevocably guarantee the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all of the Obligations. Each Loan Party hereby ratifies, confirms, acknowledges and

agrees that all Liens now or hereafter held by the Agent for the benefit of the Secured Parties as security for payment of the Obligations remain in full force and effect.

SECTION 7.    Governing Law. This Amendment shall be construed in accordance with, and this Amendment, and all matters arising out of or relating in any way whatsoever to this Amendment (whether in contract, tort, or otherwise) shall be governed by, the law of the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5-1401 of the General Obligation Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.

SECTION 8.    Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.    Loan Document. This Amendment is a Loan Document.

SECTION 10.    Headings. The captions and headings of this Amendment are for convenience of reference only and shall not affect the interpretation of this Amendment.

SECTION 11.    Entire Agreement. THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES HERETO, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF.

SECTION 12.    Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

By: /s/ Jan Hendrik de Graaff                

Name: Jan Hendrik de Graaff

Title: Managing Director

By: /s/ Chung-Taek Oh                        Name: Chung-Taek Oh

Title: Executive Director

[Date]

Ladies and Gentlemen:

The undersigned Responsible Officer (as that term is defined in the Agreement) certifies to the Banks that Parent, HoldCo, Spark, SEG, CenStar, Censtar Opco, Oasis, Oasis Holdings, Maine, NH, Mass, Major, Electric, Respond, Perigee, Verde, Inc., Verde Commodities, Verde Connecticut, Verde DC, Verde Illinois, Verde Maryland, Verde Massachusetts, Verde New Jersey, Verde New York, Verde Ohio, Verde Pennsylvania, Verde Texas Holdings, Verde Trading, Verde Solutions, Verde Texas, and Hiko are in compliance with the Agreement and in particular certifies the following as of ________, 20__:

1.     Financial Covenants:

2.    Delivered herewith as Annex I are reasonably detailed calculations and supporting documentation demonstrating compliance by the Loan Parties with the financial covenants contained in Section 7.09 of the Credit Agreement.

3.    Since [_______________] ¹[no Default or Event of Default has occurred under the Credit Agreement][a Default or Event of Default has occurred, as described on Annex 2 hereto, and the action proposed to be taken with respect thereto is described on Annex 2 hereto].

Very truly yours,

a Delaware corporation

By:    ______________________

Name:    ______________________

Title: Responsible Officer

¹ The date of the last similar certification, or, if none, the Closing Date.