Exhibit 4.9 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • August 24th, 2012 • DPL Inc • Electric & other services combined • Delaware
BETWEEN DPL INC. ANDFirst Supplemental Indenture • August 24th, 2012 • DPL Inc • Electric & other services combined • New York
Reconciliation and Tie Sheet* between Provisions of the Trust Indenture Act of 1939, as amended and Indenture Dated as of August 31, 2001 between DPL Inc. and The Bank of New York, TrusteeIndenture • August 24th, 2012 • DPL Inc • Electric & other services combined • New York
AND THE BANK OF NEW YORK (formerly Irving Trust Company) TrusteeDPL Inc • August 24th, 2012 • Electric & other services combined
CREDIT AGREEMENT Dated as of August 24, 2011 among DPL INC., as the Borrower, U.S. BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer BANK OF AMERICA, N.A., FIFTH THIRD BANK and PNC BANK, NATIONAL ASSOCIATION, as...Credit Agreement • August 24th, 2012 • DPL Inc • Electric & other services combined • New York
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 DPL Inc., an Ohio corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), U.S. BANK, NATIONAL ASSOCIATION (“US Bank”), as Administrative Agent, Swing Line Lender and an L/C Issuer, BANK OF AMERICA, N.A., FIFTH THIRD BANK and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and BANK OF AMERICA, N.A., as Documentation Agent.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 24th, 2012 • DPL Inc • Electric & other services combined • Ohio
AGREEMENT AND PLAN OF MERGER, dated as of April 19, 2011 (the “Agreement”), by and among DPL Inc., an Ohio corporation (the “Company”), The AES Corporation, a Delaware corporation (“Parent”), and Dolphin Sub, Inc., an Ohio corporation and a wholly-owned direct or indirect subsidiary of the Parent (“Merger Sub”).
REGISTRATION RIGHTS AGREEMENT Dated October 3, 2011 between DOLPHIN SUBSIDIARY II, INC. and MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED BARCLAYS CAPITAL INC. J.P. MORGAN SECURITIES LLC MORGAN STANLEY & CO. LLC BNP PARIBAS SECURITIES CORP CREDIT...Registration Rights Agreement • August 24th, 2012 • DPL Inc • Electric & other services combined • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of October 3, 2011, between DOLPHIN SUBSIDIARY II, INC., a company incorporated under the laws of Delaware (the “Issuer”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and each of the other initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”) for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as the representative (the “Representative”).
CREDIT AGREEMENT Dated as of August 24, 2011 among THE DAYTON POWER AND LIGHT COMPANY, as the Borrower, FIFTH THIRD BANK, an Ohio banking corporation, as Administrative Agent, Swing Line Lender and an L/C Issuer BANK OF AMERICA, N.A., U.S. BANK,...Assignment and Assumption • August 24th, 2012 • DPL Inc • Electric & other services combined • New York
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.
CREDIT AGREEMENT Dated as of April 20, 2010 among THE DAYTON POWER AND LIGHT COMPANY, as the Borrower,Credit Agreement • August 24th, 2012 • DPL Inc • Electric & other services combined • New York
This CREDIT AGREEMENT (as may by hereafter amended, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of April 20, 2010, 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”), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer.
LIMITED CONSENT AND WAIVERLimited Consent and Waiver • August 24th, 2012 • DPL Inc • Electric & other services combined
This LIMITED CONSENT AND WAIVER (this “Consent”) dated as of May 24, 2011 is entered into by and among THE DAYTON POWER AND LIGHT COMPANY, an Ohio corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders. Each capitalized term used and not otherwise defined in this Consent has the definition specified in the Credit Agreement described below.
SUPPLEMENTAL INDENTURESupplemental Indenture • August 24th, 2012 • DPL Inc • Electric & other services combined • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 28, 2011, between DPL Inc., an Ohio corporation as successor to Predecessor Issuer (defined below) (the “Successor Issuer”), and Wells Fargo Bank, N.A., as trustee (the “Trustee”) under the Indenture referred to below.
DOLPHIN SUBSIDIARY II, INC. as Issuer and Wells Fargo Bank, N.A., as Trustee Indenture Dated as of October 3, 2011 6.50% Senior Notes due 2016 7.25% Senior Notes due 2021Indenture • August 24th, 2012 • DPL Inc • Electric & other services combined • New York
INDENTURE, dated as of October 3, 2011, between Dolphin Subsidiary II, Inc., a Delaware corporation, as the Company, and Wells Fargo Bank, N.A., a national banking association, as Trustee.
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • August 24th, 2012 • DPL Inc • Electric & other services combined • New York
FIRST AMENDMENT AGREEMENT dated as of November 18, 2011 (this “Amendment”), among THE DAYTON POWER AND LIGHT COMPANY, an Ohio corporation (the “Borrower”), the lenders party to the Credit Agreement (as defined below) (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer (the “Administrative Agent”).
THE DAYTON POWER AND LIGHT COMPANY AND IRVING TRUST COMPANY Trustee Thirty- Second Supplemental Indenture Dated as of November 1, 1982DPL Inc • August 24th, 2012 • Electric & other services combined
THIRTY-SECOND SUPPLEMENTAL INDENTURE, dated as of November 1, 1982, between THE DAYTON POWER AND LIGHT COMPANY, a corporation of the State of Ohio (hereinafter sometimes called the Company), party of the first part, and IRVING TRUST COMPANY, a corporation of the State of New York (hereinafter sometimes called the Trustee), as Trustee, party of the second part.
