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Exhibit 2.1.4
EXECUTION COPY
August 19, 2004
TIE NEWCO Holdings, LLC
c/o TECO Energy, Inc.
702 N. Franklin Street
Tampa, Florida 33601
Re:
Third Side
Letter Modifying Provisions of that certain Stock Purchase and Sale
Agreement (the “ Purchase Agreement ”) dated as
of July 1, 2004 by and between PSEG Americas Inc. (the “
Purchaser ”) and TIE NEWCO Holdings, LLC (the “
Seller ”), as amended by that certain letter of the
Seller referencing “Transaction Expenses”, dated as of
August 2, 2004, accepted and agreed to by the Purchaser, and that
certain letter of the Seller referencing the Second Side Letter,
dated August 9, 2004
Ladies and Gentlemen :
This side letter (the “
Letter ”) is delivered by the Purchaser, in connection
with the Purchase Agreement, 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 modify
the Purchase Agreement as set forth herein.
Subsection 7(a) of the Purchase
Agreement is hereby supplemented by adding the following language
immediately before the period at the end of the first sentence
thereof:
“(including, without
limitation, those filings with the Fe
