Exhibit 10.23.1
AMENDMENT No. 1
TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1, dated as of December 31, 1999, amends the
Agreement and Plan of Merger as of December 21, 1997 by and among American
Electric Power Company, Inc., a New York corporation ("AEP"), Augusta
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
AEP ("Augusta"), and Central and South West Corporation, a Delaware corporation
(the "Company"). All Orders necessary for the consummation of the Merger have
not been obtained.
The Board of Directors of the Company, the Board of Directors of
AEP, and the Board of Directors of Augusta have determined that the Termination
Date of December 31, 1999 provided in Paragraph 9.1(f) of the Merger Agreement
should be extended upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and the respective
agreements set forth in this Amendment No. l, the parties hereto agree as
follows:
1. Paragraph 9.1(f) of the Merger Agreement is hereby amended so
that, as amended, it shall read in its entirety as follows.
"(f.) Termination Date By either AEP or the Company,
by written notice to the other, if the Merger shall not
have been consummated on or before June 30, 2000
(`Termination Date')."
2. The Merger shall be consummated pursuant to Article 2 of the
Merger Agreement provided that on or before the Effective Date
all closing conditions set forth in the Merger Agreement shall
be satisfied or, if permitted by the Merger Agreement, waived
in a writing given subsequent to the date of this Amendment
No. 1.
3. This Amendment No. 1 is not and shall not be deemed to be a
waiver of any rights or a release of any obligations of any of
the parties to the Merger Agreement whether based upon events,
facts or conditions occurring or existing before or after the
date hereof.
4. Capitalized terms shall have the same meaning in this
Amendment No. 1 as in the Merger Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment No. 1 to be executed as of the date first written above by the
respective duly authorized officers thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:/s/ E.L. Xxxxxx, Jr.
Name: E.L. Xxxxxx, Jr.
Title:
AUGUSTA ACQUISITION CORPORATION
By:/s/ E.L. Xxxxxx, Jr.
Name: E.L. Xxxxxx, Jr.
Title
CENTRAL AND SOUTH WEST CORPORATION
By:/s/ X.X. Xxxxxx
Name: X.X. Xxxxxx
Title:
