This excerpt taken from the DPL 10-K filed Mar 1, 2006.
WHEREAS, the Company, the Trust, the Equity Purchaser and the Trust Preferred Purchaser have entered into a Securities Purchase Agreement, dated as of February 1, 2000 (the Securities Purchase Agreement), pursuant to which (i) the Company has agreed to sell to the Equity Purchaser and the Equity Purchaser has agreed to purchase from the Company (A) up to 6,800,000 of its Series B Preferred Shares, no par value, liquidation preference of $0.01 per share (the Voting Preferred Shares), having the rights, preferences, privileges and restrictions set forth in the Certificate of Amendment in the form attached as Exhibit A to the Securities Purchase Agreement (the Certificate of Amendment) and (B) 31,600,000 warrants to purchase 31,600,000 (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 (ii) the Company and the Trust have agreed to sell to the Trust Preferred Purchaser, and the Trust Preferred Purchaser has agreed to purchase from the Trust, an aggregate of $550 million liquidation preference of 8.5% Capital Securities (liquidation amount $25 per capital security) (the Trust Preferred Securities), representing undivided beneficial interests in the assets of the Trust, guaranteed by the Company as to the payment of distributions, and as to payments on liquidation or redemption, to the extent set forth in a guarantee agreement to be substantially in the form attached as Exhibit C to the Securities Purchase Agreement to be entered into between the Company and The Bank of New York (Delaware), as trustee. The proceeds of the sale of the Trust Preferred Securities and an aggregate of $17,010,325 liquidation amount of its Common Securities (liquidation amount $25 per common security) by the Trust are to be invested in Junior Subordinated Debentures, (the Subordinated Debentures) of the Company to be substantially in the form attached as Exhibit D to the Securities Purchase Agreement to be issued pursuant to an Indenture (the Indenture) to be substantially in the form attached as Exhibit E to the Securities Purchase Agreement to be entered into between the Company and The Bank of New York, as trustee; and
WHEREAS, the parties hereto desire to enter into certain arrangements relating to the Company, the Trust, the Purchasers, the Voting Preferred Shares, the Warrants, the Warrant Shares and the Trust Preferred Securities to be effective as of the Closing (as defined below).
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the parties hereto agree as follows:
This excerpt taken from the DPL 8-K filed Feb 18, 2005.
WHEREAS, a Seller is a limited partner in the limited partnerships and a member in the limited liability companies set forth on Exhibit A (each a Partnership and collectively the Partnerships) and owns the partnership interests and limited liability company interests set forth on Exhibit A (each a Partnership Interest and collectively, the Partnership Interests);
WHEREAS, Buyer desires to purchase from Sellers, and Sellers desire to sell to Buyer, all of the Partnership Interests upon the terms and subject to the conditions of this Agreement; and
WHEREAS, DPL Inc., a corporation organized and existing under the laws of Ohio, has agreed to provide a guarantee of the Sellers performance of this Agreement to Buyer in the form of Exhibit D and AlpInvest Partners CS Investments 2003 CV, a Dutch limited partnership, and Lexington Capital Partners V, L.P., a Delaware, limited partnership, have each agreed to provide a guarantee of Buyers performance of this Agreement to Sellers in the form of Exhibit E and Exhibit F, respectively;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: