AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment") is
entered into this 6th day of March, 1997, by and among Chesapeake Utilities
Corporation, a Delaware corporation ("Chesapeake"); CPK Sub-A, a Delaware
corporation ("CPK Sub-A"); Tri-County Gas Company, Inc., a Maryland corporation
("Tri-County"); and Xxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx, residents of
Maryland (each, a "Shareholder" and collectively, the "Shareholders"),
W I T N E S S
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WHEREAS, Chesapeake, CPK Sub-A, Tri-County, and the Shareholders are
parties to a certain Agreement and Plan of Merger dated January 10, 1997; and
WHEREAS, the "ESRE Merger Agreement" referenced at Sections 5.4, 6.5, and
8.1(d) of said Agreement and Plan of Merger is no longer contemplated by the
parties; and
WHEREAS, Section 10.3 of said Agreement and Plan of Merger allows for
amendments prior to the Effective Time,
NOW THEREFORE, Chesapeake, CPK Sub-A, Tri-County, and the Shareholders
hereby agree to the following amendments to the Agreement and Plan of Merger:
1. AMENDMENTS
1.1 Deletions. Sections 5.4, 6.5, and 8.1(d) of the Agreement and Plan
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of Merger dated January 10, 1997, are hereby deleted from said Agreement and
Plan of Merger.
1.2 Additions. New Sections 5.4, 6.5, and 8.1(d) are hereby added to
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the Agreement and Plan of Merger and shall read as indicated below:
(i) SECTION 5.4 Asset Purchase Agreement. Prior to the Closing,
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the Shareholders will enter into an asset purchase agreement
by and among Chesapeake, its wholly-owned subsidiary Eastern
Shore Real Estate, Inc. ("ESRE"), and the Shareholders (the
"Asset Purchase Agreement"), pursuant to which ESRE will
acquire all of the Real Property held by BJ Limited Partnership
or by either Shareholder as of the date of the Agreement and
Plan of Merger (the "BJ Real Property") and assume certain
liabilities and the Shareholders will
receive 1,000 shares of Chesapeake Common Stock. The Asset
Purchase Agreement will provide that ESRE will hold good and
marketable title to the BJ Real Property and to the structures
and fixtures attached or appurtenant to the BJ Real Property,
free and clear of all Liens, except (i) Liens as set forth in
Section 3.24 of the Tri-County Disclosure Schedule or (ii)
Permitted Liens as defined in Section 3.5(c) of this Agreement.
(ii) SECTION 6.5 Asset Purchase Agreement. Chesapeake will enter
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and will cause ESRE to enter into the Asset Purchase Agreement.
(iii) SECTION 8.1(d) The Asset Purchase Agreement shall have been
entered into by all necessary parties; the Closing of the
Asset Purchase Agreement shall take place simultaneously
with the closing of this Agreement; and the effective time
under the Asset Purchase Agreement shall occur simultaneously
with the Effective Time under this Agreement.
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IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be
signed (where applicable by their respective officers thereunto duly
authorized), as of the date first written above.
CHESAPEAKE UTILITIES CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxx
Executive Vice President and
Chief Operating Officer
TRI-COUNTY GAS COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
President
CPK SUB-A, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President and Assistant Secretary
SHAREHOLDERS
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
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