exhibit10_35.htm


    EXHIBIT
10.35

    


    ***           Indicates
material has been omitted pursuant to a Confidential Treatment Request filed
with the Securities and Exchange Commission.  A complete copy of this
agreement has been filed separately with the Securities and Exchange
Commission.

    


    [Letterhead
of Consolidated Edison Company of New York, Inc.]

    


    October
30, 2009

    


    Via
Fax and Federal Express

    


    Public
Energy Solutions, LLC

    41 Honeck
Street

    Englewood,
NJ 07631

    


    Attention:  Frank
Magnotti

    


    


    Re:           Amendment of Demand Side
Management Agreement

    


    Gentlemen:

    


    Reference
is made to the Demand Side Management Agreement (the “Agreement”), dated as of
February 6, 2008, as amended, between Consolidated Edison Company of New York,
Inc. (“Con Edison”) and Public Energy Solutions, LLC
(“Contractor”).  Capitalized terms used herein without definition
shall have the respective meanings ascribed to them in the
Agreement.

    


    The
following, when confirmed by you, shall serve to set forth our agreement to
amend the Agreement, as follows:

    


    
      	
              1.  

            	
              In
      Exhibit B, the chart containing the Contract Load Reduction Guaranty, LRCD
      and LRED and the Security B Amount and related payment date for each of
      the Electric Network Periods applicable to the East 13th
      Street Load Area shall be deleted and the following chart shall be
      substituted in lieu thereof:

            


    

    


    
      	 
      	
               

              5/1/2010
      LRCD

              to 4/30/2012 LRED

            	
               

              5/1/2011
      LRCD

              to 4/30/2012 LRED

            	
               

              5/1/2012
      LRCD

              to 4/30/2013 LRED

            
	 
      	 
      	 
      	 
      
	
              Load Areas/Networks (“Electric Network” as
      defined in the Agreement)

            	 
      	 
      	 
      
	
              East
      13th
      Street-Manhattan (Cooper Square /City Hall / Chelsea / Madison
      Square / Greeley Square / Kips Bay / Greenwich / Sheridan Square/ Canal /
      Park Place)

            	
              ***
      KW CLRG

              (Security
      B Amount of $*** due on or before 1/1/2010)

               

               

               

               

               

               

               

            	
              ***
      KW CLRG

              (Security
      B Amount of $*** due on or before 1/1/2011)

               

               

               

               

               

               

               

            	
              ***
      KW CLRG

              (Security
      B Amount of $*** due on or before
1/1/2012)

            


    

     

     

    
 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              2.  

            	
              Simultaneously
      with the execution of this letter agreement by Contractor, Contractor’s
      parent, Comverge Inc., shall execute and deliver to Con Edison a Guarantee
      in the form of Exhibit A hereto.  Such guarantee shall be in
      addition to, and not in lieu of, the Security A Amounts and the Security B
      Amounts required to be posted by PES pursuant to the DSM
      Agreement.

            


    

    


    
      	
              3.  

            	
              Except
      as set forth above, the Agreement shall remain in full force and effect,
      without change or modification.

            


    

    


    Please
confirm your agreement to the foregoing by signing the enclosed copy of this
letter and returning it to the undersigned.

    


    Very
truly yours,

    CONSOLIDATED
EDISON COMPANY OF NEW

         YORK,
INC.

    


    


    By:   /s/ John
McMahon                                                                      

        Print
Name:  John
McMahon 

        Title:             
Executive
VP                                                      

    


    


    CONFIRMED
AND AGREED TO:

    


    PUBLIC
ENERGY SOLUTIONS, LLC

    


    


    By:  /s/ Frank A.
Magnotti                                                                

    


    Print
Name: Frank A.
Magnotti                                                                           

     

    Title:
President Public
Energy Solutions LLC

    


    Date:
October 30,
2009                                                                           

    


    


    304181

     

     

    
      
        
        

      

      
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