Common use of Form of Clause in Contracts

Form of. A-1 Committed Loan Notice A-2 Swing Line Loan Notice B Note C Compliance Certificate D-1 Assignment and Assumption D-2 Administrative Questionnaire E Opinions F Report of Letter of Credit Information CREDIT AGREEMENT This CREDIT AGREEMENT (as may by hereafter amended, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of August 24, 2011, among THE DAYTON POWER AND LIGHT COMPANY, an Ohio corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), FIFTH THIRD BANK, an Ohio banking corporation (“Fifth Third”), as Administrative Agent, Swing Line Lender and an L/C Issuer, BANK OF AMERICA, N.A., U.S. BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and BANK OF AMERICA, N.A., as Documentation Agent. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A-1 Committed Loan Notice A-2 Swing Line Loan Notice B Note C Compliance Certificate D-1 Assignment and Assumption D-2 Administrative Questionnaire E Opinions F Report of Letter of Credit Information CREDIT AGREEMENT This CREDIT AGREEMENT (as may by hereafter amended, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of August 24, 2011, among THE DAYTON POWER AND LIGHT COMPANYDPL Inc., an Ohio corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), FIFTH THIRD U.S. BANK, an Ohio banking corporation NATIONAL ASSOCIATION (“Fifth ThirdUS Bank”), as Administrative Agent, Swing Line Lender and an L/C Issuer, BANK OF AMERICA, N.A., U.S. BANK, NATIONAL ASSOCIATION FIFTH THIRD BANK and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and BANK OF AMERICA, N.A., as Documentation Agent. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A-1 A Committed Loan Notice A-2 B-1 Bid Request B-2 Competitive Bid C Swing Line Loan Notice B D Note C Compliance Certificate D-1 E Assignment and Assumption D-2 Administrative Questionnaire E Opinions F Report of Letter of Credit Information Guaranty G Opinion Matters AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (as may by hereafter amended, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of August 24November 29, 20112005, among THE DAYTON POWER AND LIGHT COMPANYWELLPOINT, INC. (f/k/a Anthem, Inc.), an Ohio Indiana corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), FIFTH THIRD CITIBANK, N.A. as Syndication Agent (the “Syndication Agent”), THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, UBS LOAN FINANCE LLC, WACHOVIA BANK, an Ohio banking corporation NATIONAL ASSOCIATION and XXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“Fifth ThirdBAS”)) and CITIGROUP GLOBAL MARKETS INC. as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, BANK OF AMERICA, N.A., U.S. BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and BANK OF AMERICA, N.A., as Documentation Agent. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: