Exhibit 4(j)


 


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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DPL CAPITAL TRUST I

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DAYTON VENTURES LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DAYTON VENTURES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title: