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Purchase Agreement

Stock Purchase Agreement

Purchase Agreement | Document Parties: TIE NEWCO HOLDINGS, LLC  | PSEG Global L.L.C.  | PSEG Americas Inc. You are currently viewing:
This Stock Purchase Agreement involves

TIE NEWCO HOLDINGS, LLC | PSEG Global L.L.C. | PSEG Americas Inc.

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Title: Purchase Agreement
Date: 3/15/2005

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Exhibit 2.1.2

 

Execution Version

 

TIE NEWCO HOLDINGS, LLC

702 North Franklin Street

Tampa, Florida 33602

 

As of August 2, 2004

 

PSEG Americas Inc.

c/o PSEG Global L.L.C.

80 Park Plaza, T-20

Newark, NJ 07102

 

Re: Transaction Expenses

 

Ladies and Gentlemen:

 

This letter (the “ Letter ”) is delivered by TIE NEWCO Holdings, LLC (the “ Seller ”), a Delaware limited liability company, in connection with the Stock Purchase and Sale Agreement (the “ Purchase Agreement ”) dated as of July 1, 2004 by and between PSEG Americas Inc. (the “ Purchaser ”) and the Seller, pursuant to which the Purchaser has agreed to acquire from the Seller all of the issued and outstanding shares (the “ TPS II Shares ”) of TPS Holdings II, Inc. (“ TPS II ”), a Florida corporation. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

 

The Parties have agreed to an allocation of transaction expenses pursuant to Article 15 of the Purchase Agreement. The Parties wish to amend their arrangement regarding allocation of transaction expenses. Accordingly, Article 15 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

 

“ 15) Transaction Expenses . The Seller shall bear its own expenses (including third party expenses) incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated thereby, including without limitation all fees and expenses of agents, representatives, legal counsel and


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