Exhibit 4(g)


 


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:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  S.F. Koziar

  
	
   

  	
  Title:

  	
  Group Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DPL CAPITAL
  TRUST I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  S.F. Koziar

  
	
   

  	
  Title:

  	
  Administrative
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DAYTON
  VENTURES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR 1996
  Fund L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR
  Associates 1996 L.P., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR 1996 GP
  LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Scott M.
  Stuart

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  DAYTON
  VENTURES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Scott M.
  Stuart

  
	
   

  	
  Title: