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Exhibit 10.7.3
AMENDMENT NO. 2
TO
PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 ("Amendment") effective as of this 28th day of June, 1999
is made by and between Nortel Networks Inc., a Delaware corporation, with
offices at 0000 X. Xxxxxx Xxxx-Xxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxxx Xxxx, Xxxxx
Xxxxxxxx 00000 ("Nortel Networks") and Telergy Network Services, Inc.
(hereinafter "Company") with offices located at Xxx Xxxxxxx Xxxxxxx, Xxxxxxxx,
Xxx Xxxx 00000.
WHEREAS, the parties entered into a Master Purchase Agreement dated February
27, 1999 for the purchase of various products and services to be used in
connection with the communication services, products and networks of Company
("Agreement");
WHEREAS, in order to provide such Products and Services, the parties agree to
amend the Agreement as set forth herein.
NOW, THEREFORE, the parties hereto do hereby agree to amend the Agreement as
follows:
1. Section 2.2 of the Agreement is hereby deleted and replaced in its
entirety as follows:
During the Term, Company commits to purchase Products and/or Services as
identified in Attachment 1 to Product Annex A.1 and Attachment 1 to Product
Annex A.2, including any Products and/or Services, agreed upon by the
parties, associated with such Products and/or Services as identified in
Attachment 1 to Product Annex A.1 and Attachment 1 to Product Annex A.2, to
be shipped to the locations specified with the Order ("Sites") in the
aggregate amount totaling thirty million dollars ($30,000,000) ("Committed
Products") and as long as the Credit Agreement is in effect, Nortel
Networks agrees to Accept at least five million dollars ($5,000,000) in
Customer Orders for such Committed Products. During each year of the Term
the Commitment may be reduced pursuant to Section 3.3. Company commits to
purchase a minimum amount of ten million dollars ($10,000,000) of the
Committed Products for a total minimum commitment of thirty million dollars
($30,000,000) ("Commitment"). The Committed Products shall be purchased
under the terms and conditions of this Agreement and the financing
associated with such purchase shall be governed by the provisions of the
Credit Agreement. In addition during the Term, Company may purchase up to
two hundred million dollars ($200,000,000) of products, such as High Speed
service and similar, from Nortel Networks, and if Company should be awarded
the such business by the State University of New York, Company agrees that
Nortel Networks will be the primary supplier of related products and
services.
Except as expressly amended above, all provisions of the Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.
NORTEL NETWORKS INC. TELERGY NETWORK SERVICES, INC.
By: /s/ By: /s/ Xxxxx Xxxxx
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Title: VICE PRESIDENT Title: CEO
MARKETING CONTRACTS ----------------------------
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Date: 6/28/99 Date: 6/25/99
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