AMENDMENT NUMBER 1
to
AGREEMENT AND PLAN OF
MERGER
dated as of August 9, 1996
as
amended and restated
as of December 26, 1996
by and among
DELMARVA POWER & LIGHT COMPANY
ATLANTIC ENERGY, INC.
CONECTIV, INC.
and
DS SUB, INC.
AMENDMENT NUMBER 1 TO THE AGREEMENT AND PLAN OF MERGER
AMENDMENT NUMBER 1 TO THE AGREEMENT AND PLAN OF MERGER,
dated as of 1997 (this "Amendment"), by and among
Delmarva Power & Light Company, a corporation formed under the
laws of the State of Delaware and the Commonwealth of Virginia
("Delmarva"), Atlantic Energy, Inc., a corporation formed under
the laws of the State of New Jersey ("Atlantic"), CONECTIV, INC.,
a corporation formed under the laws of the State of Delaware, 50%
of whose outstanding capital stock is owned by Delmarva and 50%
of whose capital stock is owned by Atlantic (the "Company"), and
DS Sub, Inc., a corporation formed under the laws of the State of
Delaware and a wholly owned subsidiary of the Company. ("DS
Sub").
WHEREAS, the parties hereto entered into an Agreement
and Plan of Merger dated as of August 9, 1996 as amended and
restated as of December 26, 1996 (the "Agreement of Merger");
WHEREAS, the parties desire to amend the Agreement of
Merger in accordance with the terms hereof in order to provide
that following the consummation of the merges contemplated by the
Agreement of Merger Xxxxxxx X. Xxxxxxx shall no longer be
appointed as the President and Chief Operating Officer of the
Company and that Xxxxxxxx X. Xxxxxxxxx, Xx. shall be the
President of the Company.
NOW THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, the parties hereto,
intending to be legally bound, hereby agrees as follows:
Section 1. Amendment. Section 7.14 of the Agreement
of Merger is hereby amended by deleting the following language
therefrom "Xxxxxxx X. Xxxxxxx shall be the President and Chief
Operating Officer of the Company" and inserting in lieu thereof
the following language "Xxxxxxxx X. Xxxxxxxxx, Xx. shall be the
President of the Company".
Section 2. No Other Amendment. The parties hereto
agree that except as amended by this Amendment, the Agreement of
Merger shall remain in full force and effect.
Section 3. Governing Law; Waiver of Jury Trial; Etc.
This amendment shall be governed by and construed in accordance
with the laws of the State of Delaware applicable to contracts
executed in and to be fully performed in such state, without
giving effect to its conflicts of laws statutes, rules or
principles. Each party hereto acknowledges and agrees that any
controversy that may arise under this Amendment is likely to
involve complicated and difficult issues, and therefore each such
party hereby irrevocably and unconditionally waives any right
such party may have to a trial by jury in respect of any
litigation directly or indirectly arising out of or relating to
this Amendment or the transactions contemplated hereby.
Section 4. Counterparts; Effect. This Amendment may
be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one
and the same agreement.
IN WITNESS WHEREOF, Delmarva, Atlantic, the Company and
DS Sub have caused this Agreement to be signed by their
respective officers thereunto duly authorized as of the date
first above written.
DELMARVA POWER & LIGHT COMPANY
By ___________________________
Name:
Title:
ATLANTIC ENERGY, INC.
By ___________________________
Name:
Title:
CONECTIV, INC.
By ___________________________
Name:
Title:
And By _______________________
Name:
Title:
DS SUB, INC.
By ___________________________
Name:
Title:
