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
