Amendment to Securityholders Agreement
August 24, 2001
Reference is made to the Securityholders and Registration Rights
Agreement dated as of March 13, 2000, by and among DPL Inc. (the "Company"),
DPL Capital Trust I, Dayton Ventures LLC (the "Equity Purchaser") and Dayton
Ventures, Inc. (the "Trust Preferred Purchaser") (the "Securityholders
Agreement") and to the Purchase Agreement, dated as of August 23, 2001,
between the Company and the Trust Preferred Purchaser (the "Purchase
Agreement").
The undersigned hereby consent and agree that, effective upon the
consummation of the Closing (as defined in the Purchase Agreement) under the
Purchase Agreement, (a) Section 2.4 (a) of the Securityholders Agreement shall
be amended to delete therefrom subparagraphs (v), (vi) and (vii) and which
subparagraphs shall be of no further force or effect from and after the
consummation of the Closing (as defined in the Purchase Agreement) of the
Purchase Agreement and (b) without in any way diminishing or prejudicing the
rights held by the Equity Purchaser, its affiliates (other than the Trust
Preferred Purchaser), its Transferees (as defined in the Securityholders
Agreement) and its permitted assignees, the Trust Preferred Purchaser shall
have no further rights or obligations under the Securityholders Agreement.
This Agreement may be executed in two or more counterparts each of
which shall be deemed to be an original, but all of which shall constitute one
and the same instrument. This Agreement may be executed by facsimile
signature(s).
This Agreement shall terminate upon any termination of the Purchase
Agreement.
Except as expressly provided herein, the provisions of the
Securityholders Agreement are hereby ratified and confirmed by the parties and
shall remain in full force and effect. All references in the Securityholders
Agreement to "this Agreement" shall be read as references to the
Securityholders Agreement, as modified by this letter.
[Signature page follows.]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the date first above written.
DPL INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Group Vice President & CFO
DAYTON VENTURES, INC.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President