Exhibit 4(l)


 


AMENDMENT
TO SECURITYHOLDERS AND REGISTRATION RIGHTS AGREEMENT


 


This AMENDMENT TO THE SECURITYHOLDERS AND
REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of January
12, 2005, and is between Dayton Ventures LLC, DPL and Lehman Brothers, Inc.  Capitalized terms used and not otherwise defined herein have the meanings set forth in the Securityholders and Registration Rights Agreement, dated as of March 13,
2000, by and among the parties hereto, as amended by the amendments dated August 24,
2001 and December 6, 2004 (as amended, the “Agreement”).


 


BACKGROUND


 


1.                                       Each of the
parties hereto is a party to the Agreement.


 


2.                                       Pursuant to Section 8.3
of the Agreement, the Agreement may be amended in writing by all Holders
holding 10% or more of the Warrants and Warrant Shares then outstanding.


 


3.             The parties hereto desire to amend certain restrictions on transfers of the Warrants and Voting Preferred Shares under the Agreement.


 


NOW , THEREFORE, in consideration of the
mutual promises and covenants contained herein and for other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties, intending legally to be bound, hereby agree as follows:


 


1.                                       Amendment to Section 1.1.  Section 1.1 of the Agreement is hereby
amended by deleting the definition of “Excess Warrants” in its entirety.


 


2.             Amendment
to Article II.  Each of Sections
2.1, 2.2, 2.3, 2.4(a)(i), 2.4(a)(ii), 2.4(a)(iii), 2.5 and 2.6 of the Agreement
is hereby deleted in its entirety.


 


3.             Amendment
to Section 3.1.  Each of
Sections 3.1(b)(ii) and 3.1(b)(iii) of the Agreement is hereby
deleted in its entirety.


 


4.                                       Amendment to
Sections 3.2, 3.3, 3.4 and 3.5.  Each
of Sections 3.2, 3.3, 3.4 and 3.5 of the Agreement is hereby deleted in its
entirety.


 


5.                                       Amendment to Article V.  Article V of the Agreement is hereby
deleted in its entirety.


 


6.                                       Amendment to Section 8.2.  Section 8.2(iv) of the Agreement is
hereby deleted in its entirety.


 

















 


7.                                       No Other
Amendments.  Except as so modified pursuant to this
Amendment, the Agreement is ratified and confirmed in all respects. This Amendment shall be
effective as of the date hereof.


 


[Signature Page Follows]


 

















 


IN WITNESS WHEREOF, this Amendment has been
duly executed and delivered by the individuals whose names appear below and by
the duly authorized representatives of each party hereto as of the first date
written.


 


 


	
  DPL INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DAYTON VENTURES LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LEHMAN BROTHERS INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: