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Exhibit 2.1.5
EXECUTION VERSION
TECO ENERGY, INC.
702 North Franklin Street
Tampa, Florida 33602
As of August 27, 2004
PSEG Americas Inc.
c/o PSEG Global L.L.C.
80 Park Plaza, T-20
Newark, NJ 07102
Re: Seller Indemnification
Obligations; Title to TPS II Shares
Ladies and Gentlemen:
This letter (the
“Letter”) is delivered by TECO Energy, Inc. (the
“Parent”), a Florida corporation, pursuant to Section
11(j) of the Stock Purchase and Sale Agreement (the “Purchase
Agreement”) dated as of the date hereof by and between PSEG
Americas Inc. (the “Purchaser”) and TIE NEWCO Holdings,
Inc. (the “Seller”), an indirect wholly-owned
subsidiary of the Parent, 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.
Parent hereby agrees, as a material
inducement to the Purchaser to execute and deliver the Purchase
Agreement and to consummate the transactions contemplated thereby
(from which the Parent will benefit indirectly), as
follows:
1.
Indemnification Obligations. Article 12 of the Purchase
Agreement contains the indemnification obligations of the Seller
(as such exist under and are limited by the Purchase Agreement, the
“Indemnification Obligations”). Parent hereby covenants
and agrees that Parent shall pay the Indemnification Obligations on
the Seller’s b
