AMENDMENT
TO
AMENDED AND RESTATED
AGREEMENT AND PLAN OF REORGANIZATION
This Amendment, dated as of September 30, 1994 (the "Amendment"),
amends to the extent specified herein the Amended and Restated 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 and as of July 26, 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 1A.2(c) and 9.1(b) 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. Section 1A.2(c) of the Merger Agreement is hereby amended
and restated to read in its entirety as follows:
"(c) The date set forth in Sections 2, 7(a) and 7(d) of each of
the PSI Stock Option Agreement and the CG&E Stock Option Agreement is
amended to be December 31, 1994."
2. Section 9.1(b) of the Merger Agreement is hereby amended and
restated to read in its entirety as follows:
"(b) by any party hereto, by written notice to the other, if the
Effective Time shall not have occurred on or before December 31, 1994;
provided, however, that the right to terminate the Agreement under this
Section 9.1(b) shall not be available to any party whose failure to
fulfill any obligation under this Agreement has been the cause of, or
resulted in, the failure of the Effective Time to occur on or before
this date;"
3. 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.
4. The Merger Agreement is hereby reaffirmed in its entirety,
except to the extent specifically amended hereby.
5. 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.
6. 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: /s/ Jackson H. Randolph
Name: Jackson H. Randolph
Title: Chairman, President and
Chief Executive Officer
PSI RESOURCES, INC.
By: /s/ James E. Rogers
Name: James E. Rogers
Title: Chairman and Chief
Executive Officer
PSI ENERGY, INC.
By: /s/ James E. Rogers
Name: James E. Rogers
Title: Chairman, President
and Chief Executive
Officer
CINERGY CORP.
By: /s/ Jackson H. Randolph
Name: Jackson H. Randolph
Title: Chairman and Chief
Executive Officer
CINERGY SUB, INC.
By: /s/ Jackson H. Randolph
Name: Jackson H. Randolph
Title: Chairman and Chief
Executive Officer