Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.83M
2: EX-4.R Instrument Defining the Rights of Security Holders HTML 51K
3: EX-10.F Material Contract HTML 52K
4: EX-31.A Certification -- §302 - SOA'02 HTML 39K
5: EX-31.B Certification -- §302 - SOA'02 HTML 39K
6: EX-31.C Certification -- §302 - SOA'02 HTML 39K
7: EX-31.D Certification -- §302 - SOA'02 HTML 39K
8: EX-32.A Certification -- §906 - SOA'02 HTML 35K
9: EX-32.B Certification -- §906 - SOA'02 HTML 34K
10: EX-32.C Certification -- §906 - SOA'02 HTML 34K
11: EX-32.D Certification -- §906 - SOA'02 HTML 35K
18: R1 Document and Entity Information HTML 62K
19: R2 Consolidated Statements of Operations HTML 130K
20: R3 Consolidated Statements of Comprehensive HTML 88K
Income/(Loss)
21: R4 Consolidated Statements of Comprehensive HTML 57K
Income/(Loss) (Parenthetical)
22: R5 Consolidated Balance Sheets HTML 189K
23: R6 Consolidated Balance Sheets (Parenthetical) HTML 40K
24: R7 Consolidated Statements of Cash Flows HTML 205K
25: R8 Consolidated Statements of Cash Flows HTML 36K
(Parenthetical)
26: R9 Consolidated Statements of Shareholders' Equity HTML 63K
27: R10 Consolidated Statements of Shareholders' Equity HTML 37K
(Parenthetical)
28: R11 Overview and Summary of Significant Accounting HTML 271K
Policies
29: R12 Supplemental Financial Information HTML 269K
30: R13 Regulatory Assets and Liabilities HTML 266K
31: R14 Property, Plant and Equipment HTML 220K
32: R15 Fair Value Measurements HTML 746K
33: R16 Derivative Instruments and Hedging Activities HTML 750K
34: R17 Goodwill and Other Intangible Assets HTML 55K
35: R18 Debt HTML 204K
36: R19 Income Taxes HTML 258K
37: R20 Benefit Plans HTML 504K
38: R21 Equity HTML 109K
39: R22 Contractual Obligations, Commercial Commitments HTML 100K
and Contingencies
40: R23 Related Party Transactions HTML 121K
41: R24 Business Segments HTML 331K
42: R25 Fixed Asset Impairment HTML 121K
43: R26 Discontinued Operations HTML 88K
44: R27 Schedule II Valuation And Qualifying Accounts HTML 120K
45: R28 Overview and Summary of Significant Accounting HTML 322K
Policies (Policy)
46: R29 Overview and Summary of Significant Accounting HTML 79K
Policies Overview and Summary of Significant
Accounting Polices (Tables)
47: R30 Supplemental Financial Information (Tables) HTML 272K
48: R31 Regulatory Assets and Liabilities (Tables) HTML 202K
49: R32 Property, Plant and Equipment (Tables) HTML 212K
50: R33 Fair Value Measurements (Tables) HTML 720K
51: R34 Derivative Instruments and Hedging Activities HTML 731K
(Tables)
52: R35 Goodwill And Other Intangible Assets (Tables) HTML 46K
53: R36 Debt (Tables) HTML 146K
54: R37 Income Taxes (Tables) HTML 261K
55: R38 Benefit Plans (Tables) HTML 588K
56: R39 Equity (Tables) HTML 80K
57: R40 Contractual Obligations, Commercial Commitments HTML 68K
and Contingencies (Tables)
58: R41 Related Party Transactions (Tables) HTML 100K
59: R42 Business Segments Business Segments (Tables) HTML 312K
60: R43 Fixed Asset Impairment Fixed Asset Impairment HTML 106K
(Tables)
61: R44 Discontinued Operations (Tables) HTML 83K
62: R45 Overview and Summary of Significant Accounting HTML 172K
Policies (Narrative) (Details)
63: R46 Overview and Summary of Signficant Accounting HTML 36K
Policies (Accounting for Taxes Collected from
Customers and Remitted to Governmental
Authorities) (Details)
64: R47 Supplemental Financial Information (Supplemental HTML 64K
Financial Information) (Details)
65: R48 Supplemental Financial Information HTML 78K
(Reclassification out of ACOI) (Details)
66: R49 Supplemental Financial Information (Accumulated HTML 71K
Other Comprehensive Income) (Details)
67: R50 Regulatory Assets and Liabilities (Narrative) HTML 66K
(Details)
68: R51 Regulatory Assets and Liabilities (Schedule of HTML 119K
Regulatory Assets and Liabilities) (Details)
69: R52 Property, Plant and Equipment with Corresponding HTML 73K
Depreciation Rates (Details)
70: R53 Property, Plant and Equipment (Narrative) HTML 44K
(Details)
71: R54 Property, Plant and Equipment (Ownership HTML 83K
Interests) (Details)
72: R55 Property, Plant and Equipment (Changes in the HTML 46K
Liability for Generation of AROs) (Details)
73: R56 Property, Plant and Equipment (Changes in the HTML 42K
Liability for Transmission and Distribution Asset
Removal Costs) (Details)
74: R57 Fair Value Measurements (Narrative) (Details) HTML 63K
75: R58 Fair Value Measurements (Fair Value and Cost of HTML 78K
Non-Derivative Instruments) (Details)
76: R59 Fair Value Measurements (Fair Value of Assets and HTML 138K
Liabilities Measured on Recurring Basis) (Details)
77: R60 Fair Value Measurements (Fair Value of Assets and HTML 179K
Liabilities Measured on a Nonrecurring Basis)
(Details)
78: R61 Fair Value Measurements (Significant unobservalbe HTML 129K
inputs, nonrecurring) (Details)
79: R62 Derivative Instruments and Hedging Activities HTML 56K
(Narrative) (Details)
80: R63 Derivative Instruments and Hedging Activities HTML 113K
(Outstanding Derivative Instruments) (Details)
81: R64 Derivative Instruments and Hedging Activities HTML 72K
(Gains or Losses Recognized in AOCI for the Cash
Flow Hedges) (Details)
82: R65 Derivative Instruments and Hedging Activities HTML 87K
(Classification within the Condensed Consolidated
Statements of Results of Operations or Balance
Sheets of the Gains and Losses) (Details)
83: R66 Derivative Instruments and Hedging Activities HTML 126K
(Fair Value and Balance Sheet Location (Details)
84: R67 Goodwill And Other Intangible Assets (Change In HTML 53K
Goodwill) (Details)
85: R68 Goodwill And Other Intangible Asset (Narrative) HTML 50K
(Details)
86: R69 Debt (Narrative) (Details) HTML 238K
87: R70 Debt (Long-term Debt) (Details) HTML 138K
88: R71 Debt (Long-term Debt Maturities) (Details) HTML 59K
89: R72 Income Taxes (Components of Income Tax Expense) HTML 91K
(Details)
90: R73 Income Taxes (Effective and Statutory Rate HTML 61K
Reconciliation) (Details)
91: R74 Income Taxes (Components of Deferred Tax Assets HTML 74K
and Liabilities) (Details)
92: R75 Income Taxes (Tax or Benefit credited to AOCI) HTML 38K
(Details)
93: R76 Income Taxes (Reconciliation of Unrecognized Tax HTML 44K
Benefits) (Details)
94: R77 Income Taxes (Narrative) (Details) HTML 36K
95: R78 Benefit Plans (Narrative) (Details) HTML 187K
96: R79 Benefit Plans (Pension and Postretirement Benefit HTML 114K
Plans' Obligations and Assets) (Details)
97: R80 Benefit Plans (Net Periodic Benefit Cost (Income)) HTML 61K
(Details)
98: R81 Benefit Plans (Other Changes in Plan Assets and HTML 58K
Benefit Obligation Recognized in Accumulated Other
Comprehensive Income, Regulatory Assets And
Regulatory Liabilities) (Details)
99: R82 Benefit Plans (Estimated Amounts that will be HTML 40K
Amortized from Accumulated Other Comprehensive
Income, Regulatory Assets And Regulatory
Liabilities) (Details)
100: R83 Benefit Plans (Weighted Average Assumptions Used HTML 42K
to Determine Benefit Obligations) (Details)
101: R84 Benefit Plans (Weighted Average Assumptions Used HTML 43K
to Determine Net Periodic Benefit Cost (Income))
(Details)
102: R85 Benefit Plans (Defined Benefits Plan Assets, HTML 49K
Target Allocations) (Details)
103: R86 Benefit Plans (Fair Value Measurements for Pension HTML 123K
Plan Assets) (Details)
104: R87 Benefit Plans (Estimated Future Benefit Payments HTML 49K
and Medicare Part D Reimbursements) (Details)
105: R88 Equity (Narrative) (Details) HTML 98K
106: R89 Equity (Preferred Shares Outstanding) (Details) HTML 64K
107: R90 Contractual Obligations, Commercial Commitments HTML 58K
and Contingencies (Narative) (Details)
108: R91 Contractual Obligations, Commercial Commitments HTML 60K
and Contingenciesl (Schedule Of Contractual
Obligations And Commercial Commitments) (Details)
109: R92 Related Party Transactions (Details) HTML 87K
110: R93 Business Segments (Narrative) (Details) HTML 47K
111: R94 Business Segments (Segment Financial Information) HTML 124K
(Details)
112: R95 Fixed-asset Impairment (Narrative) (Details) HTML 98K
113: R96 Discontinued Operations (Details) HTML 99K
114: R97 Schedule II Valuation And Qualifying Accounts HTML 53K
(Details)
116: XML IDEA XML File -- Filing Summary XML 207K
115: EXCEL IDEA Workbook of Financial Reports XLSX 204K
12: EX-101.INS XBRL Instance -- dpl-20161231 XML 14.18M
14: EX-101.CAL XBRL Calculations -- dpl-20161231_cal XML 379K
15: EX-101.DEF XBRL Definitions -- dpl-20161231_def XML 2.17M
16: EX-101.LAB XBRL Labels -- dpl-20161231_lab XML 3.06M
17: EX-101.PRE XBRL Presentations -- dpl-20161231_pre XML 2.29M
13: EX-101.SCH XBRL Schema -- dpl-20161231 XSD 348K
117: ZIP XBRL Zipped Folder -- 0000787250-17-000009-xbrl Zip 790K
‘EX-4.R’ — Instrument Defining the Rights of Security Holders
AMENDMENT TO BOND PURCHASE AND COVENANTS AGREEMENT
This AMENDMENT TO BOND PURCHASE AND COVENANTS AGREEMENT COVENANTS AGREEMENT (this “Amendment”) is dated as of February 21, 2017 and effective in accordance with Section 3 below, by and among The Dayton Power and Light Company, an Ohio corporation (the “Company”), certain of the Lenders referred to below, and SUNTRUST BANK, a Georgia banking corporation, as administrative agent for the Lenders party to the Covenants Agreement (“Administrative Agent”).
STATEMENT
OF PURPOSE:
WHEREAS, the Company, certain financial institutions party thereto (the “Lenders”) and the Administrative Agent have entered into that certain Bond Purchase and Covenants Agreement dated as of August 1, 2015 (as heretofore amended, restated, supplemented or otherwise modified from time to time, the “Covenants Agreement”);
WHEREAS, the Company has requested certain amendments to the Covenants Agreement as set forth more fully herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Capitalized Terms. All
capitalized undefined terms used in this Amendment (including, without limitation, in the introductory paragraph and the statement of purpose hereto) shall have the meanings assigned thereto in the Covenants Agreement (as amended by this Amendment).
Section 2. Amendments to Covenants Agreement. Effective as of the Amendment Effective Date (as defined below) and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein, the parties hereto agree that the Covenants Agreement is amended as follows:
(a)The definition of “Consolidated Net Worth” set forth in Section 1.01 of the Covenants Agreement is hereby deleted in its entirety and is hereby replaced with the following:
“"Consolidated
Net Worth" means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all amounts that, in conformity with GAAP, would be included under the caption "total stockholders’ equity" (or any like caption) on a consolidated balance sheet of the Company and its Subsidiaries as of such date, plus (b) for any period of determination through the Company’s fiscal quarter ending March 31, 2018, all non-cash charges taken in accordance with GAAP related directly to any write-down of coal generation assets in the Company’s fiscal quarter ending December 31, 2016 and thereafter; provided that in no event shall Consolidated Net Worth include any amounts in respect of Redeemable Stock.”
(b)Section 7.11(b) of the Covenants Agreement is hereby deleted in its
entirety and is hereby replaced with the following:
“(b) On and after the date of the completion of the Separation Transactions, permit the ratio of (i) Consolidated Total Debt to Consolidated Total Capitalization at any time to be greater than 0.75 to 1.00 and (ii) Consolidated EBITDA to Consolidated Interest Charges to be less than 2.50 to 1.00; provided that (x) for the twelve (12) month period following completion of the Separation Transactions, if long term indebtedness of the Company, as determined by PUCO, is less than or equal to $750,000,000, then compliance with the ratio in clause (i) of this subsection (b) shall be suspended and (y) if the Company has a Rating of BBB-/Baa3/BBB- or higher with a stable outlook from at least one of Fitch, S&P or Moody’s, then the ratio in clause (i) of the subsection
(b) shall be suspended for so long as the Company maintains such Rating.”
Section 3. Conditions to Effectiveness. This Amendment shall be deemed to be effective upon the satisfaction or waiver of each of the following conditions to the reasonable satisfaction of the Administrative Agent (such date, the “Amendment Effective Date”):
(a) the Administrative Agent’s receipt of this Amendment, duly executed by the Administrative Agent, the Required Lenders and a Responsible Officer of the Company;
(b) payment of all expenses of the Administrative Agent required to be paid on the Amendment Effective Date; and
(c) the
representations and warranties in Section 4 of this Amendment shall be true and correct as of the Amendment Effective Date.
For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto.
Section 4. Representations and Warranties. By its execution hereof, the Company hereby represents and warrants to the Administrative
Agent and the Lenders that, as of the date hereof after giving effect to this Amendment:
(a) each of the representations and warranties made by the Company in or pursuant to the Loan Documents is true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case, on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date;
(b) no Default or Event of Default has occurred and is continuing as of the date hereof after giving effect hereto;
(c) it has
the right and power and is duly authorized and empowered to enter into, execute and deliver this Amendment and to perform and observe the provisions of this Amendment;
(d) this Amendment has been duly authorized and approved by the Company’s board of directors or other governing body, as applicable, and constitutes a legal, valid and binding obligation of the Company, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and
(e) the execution, delivery and performance of this Amendment do not conflict with, result in a breach in any of the provisions of, constitute a default under, or result in the creation of a Lien upon any assets or
property of any of the Company, or any of its respective Subsidiaries, under the provisions of, the Company’s or such Subsidiary’s organizational documents or any material agreement to which the Company or Subsidiary is a party.
Section 5. Effect of this Amendment. On and after the Amendment Effective Date, references in the Covenants Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the “Covenants Agreement” shall be deemed to be references to the Covenants Agreement as modified hereby and any Default that would otherwise exist but for this Amendment shall be deemed waived and not to have existed. Except as expressly provided herein, the Covenants Agreement and the other Loan Documents shall remain unmodified and in full force and effect. Except
as expressly set forth herein, this Amendment shall not be deemed (a) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Covenants Agreement or any other Loan Document, (b) to prejudice any other right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Covenants Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time, (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Company or any other Person with respect to any waiver, amendment, modification or any other change to the Covenants Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to
any such documents or (d) to be a waiver of, or consent to or a modification or amendment of, any other term or condition of any other agreement by and among the Company, on the one hand, and the Administrative Agent or any other Lender, on the other hand.
Section 6. Costs and Expenses. The Company hereby reconfirms its obligations pursuant to the terms of the Covenants Agreement to pay and reimburse the Administrative Agent and its Affiliates for its out-of-pocket costs and expenses in accordance with the terms thereof.
Section 7. Acknowledgments and Reaffirmations. The Company (a) consents to this Amendment and agrees that the transactions contemplated by this Amendment shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under,
any of the Loan Documents to which it is a party, (b) confirms and reaffirms its obligations under each of the Loan Documents to which it is a party and (c) agrees that each of the Loan Documents to which it is a party remain in full force and effect and are hereby ratified and confirmed.
Section 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 9. Counterparts. This Amendment may be executed in any number of counterparts, and by different parties hereto in separate counterparts and by facsimile signature, each of which counterparts when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
Section
10. Electronic Transmission. Delivery of this Amendment by facsimile, telecopy or pdf shall be effective as delivery of a manually executed counterpart hereof; provided that, upon the request of any party hereto, such facsimile transmission or electronic mail transmission shall be promptly followed by the original thereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written.
COMPANY:
THE
DAYTON LIGHT AND POWER COMPANY
By:
Name:
Title:
SUNTRUST
BANK, as Administrative Agent
By:
Name:
Title:
STI INSTITUTIONAL & GOVERNMENT, INC., as a Lender
By:
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
U.S.
BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
FIFTH THIRD COMMERCIAL FUNDING, INC., as a Lender
By:
Name:
Title:
HUNTINGTON PUBLIC CAPITAL CORPORATION, as a Lender
By:
Name:
Title:
REGIONS
CAPITAL ADVANTAGE, INC., as a Lender
By:
Name:
Title:
BMO HARRIS BANK, N.A., as a Lender
By:
Name:
Title:
1
Dates Referenced Herein and Documents Incorporated by Reference