AMENDMENT, dated as of February 24, 2000, among DPL INC., an
Ohio corporation (the "COMPANY"), DPL CAPITAL TRUST I, a Delaware business trust
(the "TRUST"), DAYTON VENTURES LLC, a Delaware limited liability company,
together with such of its Affiliates as it shall designate as provided for in
the Purchase Agreement (as defined below) (the "EQUITY PURCHASER"), and DAYTON
VENTURES, INC., a Cayman Islands company, together with such of its Affiliates
as it shall designate as provided for in the Purchase Agreement (the "TRUST
PREFERRED PURCHASER").
WHEREAS, the parties hereto have entered into a Securities
Purchase Agreement dated as of February 1, 2000 (the "PURCHASE AGREEMENT"); and
WHEREAS, the parties hereto wish to amend certain provisions
of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements herein contained, and intending to be legally bound hereby,
the parties hereto hereby agree as follows:
1. Terms not specifically defined herein shall have the
meanings set forth in the Purchase Agreement.
2. Clause (i) in the second sentence of Section 4.4(a) of the
Purchase Agreement is hereby amended by replacing the number 158,682,304 with
the number 157,801,404.
3. The first paragraph of the Recitals to the Purchase
Agreement is hereby amended by replacing clause (ii) in its entirety with the
following:
31,560,000 warrants to purchase 31,560,000 of its common
shares, par value $0.01 per share (the "COMMON STOCK"), at an
exercise price of $21.00 per share, as provided herein and in
the form of warrant attached hereto as Exhibit B (the
"WARRANTS");
4. Clauses (ii) and (iii) of Section 1.1 of the Purchase
Agreement are hereby amended by replacing clauses (ii) and (iii) in their
entirety with the following:
(ii) the sale and issuance to the Equity Purchaser of
31,560,000 Warrants and (iii) the issuance of 31,560,000
shares of Common Stock to be issued upon exercise of the
Warrants (the "WARRANT SHARES" and, together with the Voting
Preferred Shares and the Warrants, the "SECURITIES").
5. Exhibit G to the Purchase Agreement is hereby amended by
replacing clause (i)(B) of the Recitals of Exhibit G in its entirety with the
following:
31,560,000 warrants to purchase 31,560,000 (the "WARRANT
SHARES") of its Common Shares, at an exercise price of $21 per
share, as provided in the Securities Purchase Agreement and in
the form of warrant attached as Exhibit B to the Securities
Purchase Agreement (the "WARRANTS") and
6. This Amendment may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the Company, the Trust, the Equity
Purchaser and the Trust Preferred Purchaser have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
DPL INC
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Group Vice President and General Counsel
DPL CAPITAL TRUST I
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
DAYTON VENTURES LLC
By: KKR 1996 Fund L.P., its General Partner
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
DAYTON VENTURES, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
