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DPL Inc, et al. – ‘10-K’ for 12/31/16 – ‘EX-4.R’

On:  Friday, 2/24/17, at 5:53pm ET   ·   As of:  2/27/17   ·   For:  12/31/16   ·   Accession #:  787250-17-9   ·   File #s:  1-02385, 1-09052

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/27/17  DPL Inc                           10-K       12/31/16  117:35M
          Dayton Power & Light Co

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 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


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  


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

This ‘10-K’ Filing    Date    Other Filings
3/31/1810-Q
Filed as of:2/27/178-K
Filed on:2/24/178-K
2/21/17
For Period end:12/31/16
8/1/15
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/21  DPL Inc.                          S-4                  110:17M
 2/25/21  DPL Inc.                          10-K       12/31/20  111:24M
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Filing Submission 0000787250-17-000009   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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