0001104659-12-021437 Sample Contracts

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 • March 28th, 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”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 28th, 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.

FIRST AMENDMENT AGREEMENT
First Amendment Agreement • March 28th, 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”).

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