Exhibit 2-b
AMENDMENT
TO
AMENDED AND RESTATED
AGREEMENT AND PLAN OF REORGANIZATION
This Amendment, dated as of July 26, 1994 (the
"Amendment"), amends to the extent specified herein the Agreement
and Plan of Reorganization, dated as of December 11, 1992, as
amended and restated on July 2, 1993 and as of September 10, 1993
and as further amended as of June 20, 1994 (the "Merger
Agreement"), by and among The Cincinnati Gas & Electric Company,
an Ohio corporation ("CG&E"), PSI Resources, Inc., an Indiana
corporation ("PSI"), PSI Energy, Inc., an Indiana corporation
("Energy"), CINergy Corp., a Delaware corporation (the "Company")
and CINergy Sub, Inc., an Ohio corporation ("CINergy Sub").
Capitalized terms used in this Amendment and not otherwise
defined in this Amendment shall have such meanings as are
ascribed to such terms in the Merger Agreement.
W I T N E S S E T H
WHEREAS, the parties to the Merger Agreement deem it to
be in their best interest to amend Sections 2.3(c) and (d) and
6.1 (b), (c) and (h) of the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and
the representations, warranties, covenants and agreements
contained herein, the parties, each intending to be legally bound
hereby, agree as follows:
1. The last sentence of Section 2.3(c) of the Merger
Agreement is hereby amended and restated to read in its entirety
as follows:
"Until surrendered as contemplated by this Section 2.3,
each Certificate shall be deemed at any time after the
Effective Time to represent (i) the right to receive
upon such surrender the certificate representing
Company Shares and cash in lieu of any fractional
shares of Company Common Stock as contemplated by this
Section 2.3 and (ii) all other rights attributable to
the Company Shares including the payment of any
dividend or other distribution declared or made with
respect to Company Shares with a record date after the
Effective Time."
2. Section 2.3(d) of the Merger Agreement is hereby
amended and restated to read in its entirety as follows:
"Notwithstanding the last sentence of Section 2.3(c),
at any time after the Effective Time the Board of
Directors of the Company may decide that no dividends
or other distributions declared or made with respect to
Company Shares with a record date after the time of
said decision (the "Decision Time") shall be paid to
the holder of any unsurrendered Certificate with
respect to the Company Shares represented thereby. In
such event, and subject to the effect of unclaimed
property, escheat and other applicable laws, following
surrender of any such Certificate, there shall be paid
to the record holder of the certificates representing
whole Company Shares issued in exchange therefor,
without interest, (i) at the time of such surrender,
the amount of dividends or other distributions with a
record date after the Decision Time theretofore paid
with respect to such whole Company Shares and (ii) at
the appropriate payment date, the amount of dividends
or other distributions with a record date after the
Decision Time but prior to surrender and a payment date
subsequent to surrender payable with respect to such
whole Company Shares, as the case may be."
3. The last sentence of Section 6.1(b) of the Merger
Agreement is hereby amended and restated to read in its entirety
as follows:
"Notwithstanding the foregoing, (i) Energy may redeem
all or any portion of its (x) Energy Preferred Stock,
3.50% Series, of which 42,017 shares are outstanding,
(y) Energy Preferred Stock, 8.52% Series, of which
211,190 shares are outstanding and (z) Energy Preferred
Stock, 8.96% Series, of which 216,900 shares are
outstanding and (ii) CG&E's redemption of 400,000
shares of its CG&E Preferred Stock, 9.28% Series, is
permitted."
4. The first sentence of Section 6.1(c) is hereby
amended to change the number 3,700,000 in clause (ii)(x) to
5,000,000.
5. Clause (ii) of section 6.1(h) of the Merger
Agreement is hereby amended and restated to read in its entirety
as follows:
"(ii) long-term indebtedness not aggregating
more than (x) in the case of PSI and its
subsidiaries, $550 million and (y) in the
case of CG&E and its subsidiaries, $300
million, in each case other than in
connection with the refunding of outstanding
long-term indebtedness which refunding is at
a lower interest rate than that of the
original indebtedness;"
6. Without limiting in any respect any of the
representations and warranties set forth in the Merger Agreement,
each party represents and warrants with respect to itself that
this Amendment has been duly and validly authorized, executed and
delivered and constitutes a valid and binding obligation of each
such party enforceable against such party in accordance with its
terms.
7. The Merger Agreement is hereby reaffirmed in its
entirety, except to the extent specifically amended hereby.
8. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and
delivered shall be an original, but all of which shall together
constitute one and the same instrument.
9. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
IN WITNESS WHEREOF, CG&E, PSI, Energy, CINergy Sub and
the Company have caused this Amendment to be signed by their
respective officers thereunto duly authorized as of the date
first written above.
THE CINCINNATI GAS & ELECTRIC
COMPANY
By: Name: Jackson H. Randolph
Title: Chairman, President and
Chief Executive Officer
PSI RESOURCES, INC.
By: Name: James E. Rogers
Title: Chairman and Chief
Executive Officer
PSI ENERGY, INC.
By: Name: James E. Rogers
Title: Chairman, President
and Chief Executive
Officer
CINERGY CORP.
By: Name: Jackson H. Randolph
Title: Chairman and Chief
Executive Officer
CINERGY SUB, INC.
By: Name: Jackson H. Randolph
Title: Chairman and Chief
Executive Officer