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EXHIBIT 10.3.3
[Telergy Letterhead]
Via Facsimile
July 15, 1999
Niagara Mohawk Energy, Inc.
000 Xxxx xxxxxx
Xxxxxxxx, XX 00000
Re: Amendment No. 2 to Conversion Rights Agreement and
Amendment No. 1 to Stock Purchase Agreement (11/10/98)
Dear Sirs:
This letter confirms that we hereby amend the Conversion Rights
Agreement dated April 24, 1998 (as amended on November 10, 1998) to increase
Niagara Mohawk Energy's Minimum Interest as provided in paragraph 2 of the first
amendment to 10%.
In exchange, Niagra Mohawk Energy hereby amends the Stock Purchase
Agreement dated November 10, 1998 as follows: (1) the Capital Return to be paid
under section 4.3(a) may be paid in cash or additional shares of Class A Common
Stock at the election of the Company rather than Niagara Mohawk Energy and (2)
in the event the Company is required to repurchase Niagara Mohawk Energy's
shares under section 4.3(b), the Company may fulfill that obligation by electing
to pay cash to repurchase the shares or by registering such shares for sale by
Niagara Mohawk Energy to the public.
If this letter accurately reflects our agreement, kindly sign and
return by facsimile (000) 000-0000.
Sincerely,
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Executive Vice President
Accepted and agreed to this 15th day of July
By Niagara Mohawk Energy, Inc.:
By: /s/ Xxxxxx X. Xxxxxxx
Title: General Counsel and Secretary
