Exhibit 4.10


 




 


 


THE DAYTON POWER AND LIGHT COMPANY


 


 


AND


 


 


THE BANK OF NEW YORK


(formerly Irving Trust Company)

Trustee


 


 






 


Forty-Fourth Supplemental Indenture


 






 


 


Dated as of September 1, 2006


 


 





 

















 


THE DAYTON POWER AND LIGHT COMPANY



FORTY-FOURTH SUPPLEMENTAL INDENTURE

DATED AS OF SEPTEMBER 1, 2006


 






 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  Parties

  	
  1

  
	
   

  	
   

  
	
  Recitals

  	
  1

  
	
   

  	
   

  
	
  Granting Clauses

  	
  7

  
	
   

  	
   

  
	
  FIRST. REAL PROPERTY AND INTERESTS IN REAL
  PROPERTY

  	
  8

  
	
   

  	
   

  
	
  SECOND. ELECTRIC GENERATING PLANTS

  	
  8

  
	
   

  	
   

  
	
  THIRD. TRANSMISSION LINES

  	
  8

  
	
   

  	
   

  
	
  FOURTH. SUBSTATIONS AND SUBSTATION SITES

  	
  8

  
	
   

  	
   

  
	
  FIFTH. ELECTRIC DISTRIBUTION SYSTEMS

  	
  9

  
	
   

  	
   

  
	
  SIXTH. LIQUEFIED PETROLEUM GAS PRODUCTION AND
  STORAGE FACILITIES

  	
  9

  
	
   

  	
   

  
	
  SEVENTH. GAS DISTRIBUTION SYSTEMS

  	
  9

  
	
   

  	
   

  
	
  EIGHTH. OFFICE AND DEPARTMENTAL BUILDINGS

  	
  10

  
	
   

  	
   

  
	
  NINTH. TELEPHONE LINES

  	
  10

  
	
   

  	
   

  
	
  TENTH. FRANCHISES

  	
  10

  
	
   

  	
   

  
	
  ELEVENTH. OTHER REAL ESTATE AND APPURTENANCES

  	
  10

  
	
   

  	
   

  
	
  TWELFTH. PROPERTY HEREAFTER TO BECOME SUBJECT TO
  THE LIEN OF THE FIRST MORTGAGE AS AMENDED

  	
  11

  
	
   

  	
   

  
	
  Habendum Clause

  	
  11

  
	
   

  	
   

  
	
  Subject Clause

  	
  12

  
	
   

  	
   

  
	
  Grant in Trust

  	
  12

  



 

















 


	
  ARTICLE ONE. BONDS OF THE 4.80% POLLLUTION CONTROL
  SERIES 2006 DUE 2036 AND ISSUE THEREOF

  	
  13

  
	
   

  	
   

  
	
  Sec. 1.

  	
  Series and
  Form of New Bonds

  	
  13

  
	
  Sec. 2.

  	
  Issue
  of New Bonds

  	
  13

  
	
  Sec. 3.

  	
  Dates,
  Interest, etc., of New Bonds

  	
  13

  
	
  Sec. 4.

  	
  Denominations and Exchangeability of New Bonds;
  Temporary Bonds may be Authenticated and Delivered

  	
  14

  
	
  Sec. 5.

  	
  Mandatory
  Redemption of New Bonds and Redemption Price

  	
  14

  
	
  Sec. 6.

  	
  Extraordinary
  Optional Redemptin of New Bonds and Redemption Price

  	
  15

  
	
  Sec. 7.

  	
  Optional
  Redemption of New Bonds and Redemption Price

  	
  15

  
	
  Sec. 8.

  	
  Notice
  of Redemption of New Bonds

  	
  15

  
	
  Sec. 9.

  	
  New
  Bonds Deemed Paid in Certain Circumstances

  	
  16

  
	
  Sec. 10.

  	
  New
  Bonds Deemed Paid in Additional Circumstances

  	
  16

  
	
  Sec. 11.

  	
  Surrender
  of New Bonds in Certain Circumstances

  	
  16

  
	
  Sec. 12.

  	
  Application
  of Article Ten of First Mortgage as Amended

  	
  16

  
	
  Sec. 13.

  	
  Form of
  New Bonds

  	
  17

  
	
   

  	
   

  
	
  ARTICLE TWO. COVENANTS OF THE COMPANY

  	
  17

  
	
   

  	
   

  
	
  Sec. 1.

  	
  Confirmation
  of Covenants by Company in First Mortgage

  	
  17

  
	
  Sec. 2.

  	
  Covenant
  of the Company and Legal Opinion as to Recording

  	
  17

  
	
   

  	
   

  
	
  ARTICLE THREE. MISCELLANEOUS

  	
  17

  
	
   

  	
   

  
	
  Sec. 1.

  	
  Authentication and Delivery of New Bonds in
  Advance of the Recording of Forty-Fourth Supplemental Indenture

  	
  17

  
	
  Sec. 2.

  	
  Forty-Fourth Supplemental Indenture to Form Part of
  First Mortgage

  	
  17

  
	
  Sec. 3.

  	
  Definitions in First Mortgage Shall Apply to
  Forty-Fourth Supplemental Indenture

  	
  18

  
	
  Sec. 4.

  	
  Execution in Counterparts

  	
  18

  
	
   

  	
   

  
	
  Testimonium

  	
  S-1

  
	
   

  	
   

  
	
  Signatures

  	
  S-1

  
	
   

  	
   

  
	
  Acknowledgments

  	
  S-2

  
	
   

  	
   

  
	
  Exhibit A - Form of New
  Bond

  	
   

  



 

















 


FORTY-FOURTH
SUPPLEMENTAL INDENTURE, dated as of September 1, 2006, 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 THE BANK OF NEW
YORK (formerly Irving Trust Company), a corporation of the State of New York
(hereinafter sometimes called the Trustee), as Trustee, party of the second
part.


 


WHEREAS, the Company has
heretofore executed and delivered to Irving Trust Company (now The Bank of New
York) a certain Indenture, dated as of October 1, 1935 (hereinafter
sometimes called the First Mortgage), to secure the payment of the principal of
and interest on an issue of bonds of the Company, unlimited in aggregate
principal amount (hereinafter sometimes called the Bonds); and


 


WHEREAS, the Company has
issued under the First Mortgage its Bonds of a series known as the First and
Refunding Mortgage Bonds, 31⁄2% Series Due 1960, authorized in unlimited
aggregate principal amount, all of which have been redeemed or otherwise
retired; and


 


WHEREAS, in Article Two
of the First Mortgage it is provided in substance, among other things, that the
Bonds may be issued in series, the Bonds of each series maturing on such dates
and bearing interest at such rates, respectively, as the Board of Directors of
the Company may determine prior to the authentication thereof; and


 


WHEREAS, the Company has
heretofore executed and delivered to the Trustee forty-three supplemental
Indentures numbered, dated and, except as set forth below, providing for their
respective series of First Mortgage Bonds, all as set forth in the tabulation
below:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal

  	
   

  
	
  Supplemental

  	
   

  	
   

  	
   

  	
  Series

  	
   

  	
  Amount

  	
   

  
	
  Indenture

  	
   

  	
  Dated As Of

  	
   

  	
  Provided For

  	
   

  	
  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First

  	
   

  	
  March
  1, 1937

  	
   

  	
  31/4% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1962

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Second

  	
   

  	
  January
  1, 1940

  	
   

  	
  3% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1970

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Third

  	
   

  	
  October
  1, 1945

  	
   

  	
  23/4% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1975

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fourth

  	
   

  	
  January
  1, 1948

  	
   

  	
  3% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1978

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifth

  	
   

  	
  December
  1, 1948

  	
   

  	
  3% Series A,

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1978

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sixth

  	
   

  	
  February
  1, 1952

  	
   

  	
  31/4% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1982

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seventh

  	
   

  	
  September
  1, 1954

  	
   

  	
  3% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1984

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal

  	
   

  
	
  Supplemental

  	
   

  	
   

  	
   

  	
  Series

  	
   

  	
  Amount

  	
   

  
	
  Indenture

  	
   

  	
  Dated As Of

  	
   

  	
  Provided For

  	
   

  	
  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eighth

  	
   

  	
  November
  1, 1957

  	
   

  	
  5% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1987

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ninth

  	
   

  	
  March
  1, 1960

  	
   

  	
  51/8% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1990

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tenth

  	
   

  	
  June
  1, 1963

  	
   

  	
  4.45% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1993

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eleventh

  	
   

  	
  May
  1, 1967

  	
   

  	
  55/8% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1997

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twelfth

  	
   

  	
  June
  15, 1968

  	
   

  	
  63/4% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1998

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirteenth

  	
   

  	
  October
  1, 1969

  	
   

  	
  81/4% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1999

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fourteenth

  	
   

  	
  June
  1, 1970

  	
   

  	
  91/2% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifteenth

  	
   

  	
  August
  1, 1971

  	
   

  	
  81/8% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2001

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sixteenth

  	
   

  	
  October
  3, 1972

  	
   

  	
  None issued

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seventeenth

  	
   

  	
  November
  1, 1973

  	
   

  	
  8% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2003

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eighteenth

  	
   

  	
  October
  1, 1974

  	
   

  	
  101/8% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1981

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nineteenth

  	
   

  	
  August
  1, 1975

  	
   

  	
  10.70% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2005

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twentieth

  	
   

  	
  November
  15, 1976

  	
   

  	
  83/4% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2006

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-First

  	
   

  	
  April
  15, 1977

  	
   

  	
  6.35% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2007

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Second

  	
   

  	
  October
  15, 1977

  	
   

  	
  81/2% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2007

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Third

  	
   

  	
  April
  1, 1978

  	
   

  	
  8.95% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1998

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Fourth

  	
   

  	
  November
  1, 1978

  	
   

  	
  91/2% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2003

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Fifth

  	
   

  	
  August
  1, 1979

  	
   

  	
  101/4% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1999

  	
   

  	
   

  	
   

  



 


2

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal

  	
   

  
	
  Supplemental

  	
   

  	
   

  	
   

  	
  Series

  	
   

  	
  Amount

  	
   

  
	
  Indenture

  	
   

  	
  Dated As Of

  	
   

  	
  Provided For

  	
   

  	
  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Sixth

  	
   

  	
  December
  1, 1979

  	
   

  	
  121/8% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2009

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Seventh

  	
   

  	
  February
  1, 1981

  	
   

  	
  145/8% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1988

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Eighth

  	
   

  	
  February
  18, 1981

  	
   

  	
  141/2% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1988

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Ninth

  	
   

  	
  September
  1, 1981

  	
   

  	
  17% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 1991

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirtieth

  	
   

  	
  March
  1, 1982

  	
   

  	
  163/4% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2012

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-First

  	
   

  	
  November
  1, 1982

  	
   

  	
  111/2% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2012-A

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Second

  	
   

  	
  November
  1, 1982

  	
   

  	
  111/2% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2012-B

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Third

  	
   

  	
  December
  1, 1985

  	
   

  	
  91/2% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2015

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Fourth

  	
   

  	
  April
  1, 1986

  	
   

  	
  9% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2016

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Fifth

  	
   

  	
  December
  1, 1986

  	
   

  	
  87/8% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2016

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Sixth

  	
   

  	
  August
  15, 1992

  	
   

  	
  6.40% Pollution

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Control Series

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1992-A

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2027

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  6.40% Pollution

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Control Series

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1992-B

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2027

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Seventh

  	
   

  	
  November
  15, 1992

  	
   

  	
  6.50% Pollution

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Control Series

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1992-C

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2022

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Eighth

  	
   

  	
  November
  15, 1992

  	
   

  	
  8.40% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2022

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Ninth

  	
   

  	
  January
  15, 1993

  	
   

  	
  8.15% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2026

  	
   

  	
   

  	
   

  



 


3

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal

  	
   

  
	
  Supplemental

  	
   

  	
   

  	
   

  	
  Series

  	
   

  	
  Amount

  	
   

  
	
  Indenture

  	
   

  	
  Dated As Of

  	
   

  	
  Provided For

  	
   

  	
  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortieth

  	
   

  	
  February
  15, 1993

  	
   

  	
  77/8% Series

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2024

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-First

  	
   

  	
  February
  1, 1999

  	
   

  	
  None issued

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Second

  	
   

  	
  September
  1, 2003

  	
   

  	
  5.125% Series

  	
   

  	
  $

  	
  470,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Due 2013

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Third

  	
   

  	
  August
  1, 2005

  	
   

  	
  4.80%

  Pollution

  Control Series

  2005-A Due

  2034

  	
   

  	
  $

  	
  41,300,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.80%

  Pollution

  Control Series

  2005-B Due

  2034

  	
   

  	
  $

  	
  137,800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.70%

  Pollution

  Control Series

  2005-C Due

  2028

  	
   

  	
  $

  	
  35,275,000

  	
   

  



 


WHEREAS, said Eleventh
Supplemental Indenture, which created the 55/8% Series Due 1997, provided in its Article Three for certain
amendments to the First Mortgage, as theretofore amended, each such amendment
to become effective on the earliest date on which either (a) there shall
not be any Bonds outstanding of Series Due 1975, Series Due 1978, Series A,
Due 1978, Series Due 1982, Series Due 1984, or Series Due 1993,
or (b) there shall have been executed and delivered a supplemental
indenture or indentures embodying said amendment (either alone or with other
amendments) consented to by the holders of seventy-five per centum (75%) in
aggregate principal amount of the Bonds at the time outstanding of the series
enumerated in the foregoing clause (a), or of each said series of which Bonds
are then outstanding; and


 


WHEREAS, said Fifteenth
Supplemental Indenture, which created the 81/8% Series Due 2001, provided (a) in its Article Four for
an amendment to the First Mortgage, as theretofore amended, to become effective
on the date on which the amendments provided for by Section 3 of Article Three
of said Eleventh Supplemental Indenture shall become effective and (b) in
its 


 


4

















 


Article Five
for certain additional amendments to the First Mortgage, as theretofore
amended, to become effective on the earliest date on which either (i) there
shall not be any Bonds outstanding of Series Due 1975, Series Due
1978, Series A, Due 1978, Series Due 1982, Series Due 1984, Series Due
1993, Series Due 1997, Series Due 1998, Series Due 1999, or Series Due
2000, or (ii) there shall have been executed and delivered a supplemental
indenture or indentures embodying said amendments (either alone or with other
amendments) consented to by the holders of seventy-five per centum (75%) in
aggregate principal amount of the Bonds at the time outstanding of the series
enumerated in the foregoing clause (i), or of each said series of which Bonds
are then outstanding; and


 


WHEREAS, the Company has
heretofore executed and delivered to the Trustee a Sixteenth Supplemental
Indenture dated as of October 3, 1972, which provided in its Article One
for an amendment of Article Five of the First Mortgage, as theretofore
amended, altering the requirements for the opinion of counsel to be delivered
to the Trustee as a condition precedent to the authentication and delivery of
additional Bonds under Article Five or the withdrawal of cash under Article Seven
of the First Mortgage, as theretofore amended; and


 


WHEREAS, none of the Bonds
of Series Due 1975, Series Due 1978, Series A, Due 1978, Series Due
1982, Series Due 1984, or Series Due 1993 remain outstanding and the
amendments contained in said Eleventh Supplemental Indenture have become
effective; and


 


WHEREAS, none of the Bonds
of Series Due 1975, Series Due 1978, Series A, Due 1978, Series Due
1982, Series Due 1984, Series Due 1993, Series Due 1997, Series Due
1998, Series Due 1999, or Series Due 2000 remain outstanding and the
amendments contained in said Fifteenth Supplemental Indenture that did not
theretofore become effective by virtue of the Sixteenth Supplemental Indenture
have become effective; and


 


WHEREAS,
said Forty-Second Supplemental Indenture, which created the 51/8% Series Due 2013, provided in its Article Two
for certain amendments to the First Mortgage, as theretofore amended, to become
effective on the earliest date on which either (i) there shall not be any
Bonds outstanding of 6.35% Series Due 2007, Pollution Control Series 1992-A
Due 2027, Pollution Control Series 1992-B Due 2027, Pollution Control Series 1992-C
Due 2022, Series Due 2026 and Series Due 2024, or (ii) there
shall have been executed and delivered a supplemental indenture or indentures
embodying said amendment (either alone or with other amendments) consented to
by the holders of seventy-five per centum (75%) in aggregate principal amount
of the Bonds at the time outstanding of the series enumerated in the foregoing
clause (i); and


 


WHEREAS, none of the Bonds
of 6.35% Series Due 2007, Pollution Control Series 1992-A Due 2027,
Pollution Control Series 1992-B Due 2027, Pollution Control Series 1992-C
Due 2022, Series Due 2026 and Series Due 2024 remain outstanding and
the amendments contained in said Forty-Second Supplemental Indenture have
become effective; and


 


  WHEREAS, the First Mortgage as amended by the
First through the Forty-Third Supplemental Indentures is hereinafter called the
First Mortgage as amended; and


 


5
















 


WHEREAS, it is provided in Article Seven
of the First Mortgage as amended, among other things, that the Company may
issue additional Bonds thereunder upon the deposit with the Trustee of cash
equal to the principal amount of such additional Bonds to be issued; it is
provided in Article Six of the First Mortgage as amended, among other
things, that if Bonds are paid, retired, redeemed, canceled or surrendered to
the Trustee for cancellation (except when canceled pursuant to certain
provisions of the First Mortgage as amended), the Company may issue additional
Bonds thereunder in principal amount equivalent to the principal amount of the
Bonds so paid, retired, redeemed, canceled or surrendered to the Trustee for
cancellation; it is provided in Article Five of the First Mortgage as
amended, among other things, that the Company may issue additional Bonds
thereunder upon the basis of property additions in accordance with and subject
to the conditions, provisions and limitations set forth in said Article Five;
and it is provided in Article Eighteen of the First Mortgage as amended,
among other things, that the Company and the Trustee may from time to time
enter into one or more indentures supplemental to the First Mortgage as amended
for the purposes, among other things which may be therein set forth, to
mortgage or pledge additional property under the First Mortgage as amended and
to establish the terms and provisions of any series of Bonds other than the Series Due
1960; and


 


WHEREAS, the Company,
pursuant to resolutions duly adopted by its Board of Directors at a meeting of
said Board of Directors duly called and held, has determined under and in
accordance with the provisions of the First Mortgage as amended and of this
Forty-Fourth Supplemental Indenture to create a new series of Bonds to be known
as its First Mortgage Bonds, 4.80% Pollution Control Series 2006 Due 2036
(hereinafter sometimes called the New Bonds), which shall be limited to the
aggregate principal amount of $100,000,000; and


 


WHEREAS,
the New Bonds are to be issued by the Company to the Ohio Air Quality
Development Authority (hereinafter called the Authority), or its assignee, to
evidence and secure the obligations of the Company to repay the loan of the
proceeds of the sale of the Project Bonds (as hereinafter defined) made by the
Authority to the Company, pursuant to a certain Loan Agreement, dated as of September 1,
2006, between the Authority and the Company (hereinafter called the Loan
Agreement), to assist in the financing of the Company’s portion of the cost of
acquisition, construction and installation of certain “air quality facilities”
(as that term is defined and used in Section 3706.01, of the Ohio Revised
Code) installed in connection with: Units 7 and 8 at the Miami Fort Generating
Station located in Hamilton County, Ohio as to which the Company at the date
hereof owns an undivided 36% interest as tenant in common with another public
utility company, Unit 2 at the Killen Generating Station located in Adams
County, Ohio as to which the Company at the date hereof owns an undivided 67%
interest as tenant in common with another public utility company, Units 1-4 at
the J. M. Stuart Generating Station located in Brown and Adams Counties, Ohio
as to which the Company at the date hereof owns an undivided 35% interest as
tenant in common with two other public utility companies, and Unit 4 at the
Conesville Generating Station in Coshocton County, Ohio as to which the Company
at the date hereof owns an undivided 16.5% interest as tenant in common with
two other public utility companies (such interests in said facilities being
hereinafter called the Project); and


 


WHEREAS,
the loan by the Authority in respect of the Project is to be funded by the
proceeds derived from the sale by the Authority of State of Ohio Collateralized
Air Quality 


 


6

















 


Development
Revenue Bonds, 2006 Series A (The Dayton Power and Light Company Project),
in the aggregate principal amount of $100,000,000 (hereinafter called the Project
Bonds); and


 


WHEREAS, the Project Bonds
are to be issued under a certain Trust Indenture, dated as of September 1,
2006 (hereinafter called the Project Bonds Indenture), between the Authority
and The Bank of New York, as Trustee (hereinafter in such capacity called the
Project Bond Trustee), and the New Bonds are to be assigned by the Authority to
the Project Bond Trustee as security for the payment of the principal of and
interest on the Project Bonds and are to be delivered by the Company on behalf
of the Authority directly to the Project Bond Trustee; and


 


WHEREAS, the New Bonds and
the Trustee’s certificate to be endorsed on all the New Bonds are to be
respectively and substantially in the forms established hereby and approved by
the aforesaid resolutions, which are substantially in the form of Exhibit A
hereto; and


 


WHEREAS, at a meeting of the
Board of Directors of the Company, the Board of Directors adopted a resolution
that authorized officers of the Company to approve the form, terms and provisions
of this Forty-Fourth Supplemental Indenture (including the form of the New
Bonds), and the execution by the Company of this Forty-Fourth Supplemental
Indenture; and


 


WHEREAS, all things
necessary to make the New Bonds hereinafter described, when duly authenticated
by the Trustee and issued by the Company, valid, binding and legal obligations
of the Company, and to make this Indenture a valid and binding agreement
supplemental to the First Mortgage as amended, have been done and performed.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH


 


that, in order further to
secure the payment of all the Bonds at any time issued and outstanding under
the First Mortgage as amended or this Forty-Fourth Supplemental Indenture
according to their tenor, purport and effect, as well the interest thereon as
the principal thereof, and further to secure the performance and observance of
all the covenants and conditions therein and in the First Mortgage as amended
and herein contained, and further to set forth the terms and conditions upon
which the New Bonds are to be issued, secured and held, and for and in
consideration of the premises and of the acceptance or purchase of the New
Bonds by the holders or registered owners thereof, and of the sum of one
dollar, lawful money of the United States of America, to the Company duly paid
by the Trustee at or before the ensealing and delivery of this Forty-Fourth
Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company
has executed and delivered this Forty-Fourth Supplemental Indenture, and has
granted, bargained, sold, released, conveyed, assigned, transferred, pledged,
set over and confirmed, and by these presents does grant, bargain, sell,
release, convey, assign, transfer, pledge, set over and confirm unto the Trustee,
and to its successor or successors in said trust, and to it and its and their
assigns forever, and does hereby subject to the lien of the First Mortgage as
heretofore and hereby amended all the following described properties (all of
which properties are included in and constitute a part of the “mortgaged
property” and the “mortgaged and pledged property” as such terms are used and
defined in the First Mortgage as heretofore and hereby amended and whenever
used in the First Mortgage as heretofore and hereby amended such terms include
and refer to such properties), to wit:


 


7

















 


FIRST.



REAL PROPERTY AND INTERESTS IN REAL PROPERTY.


 


All and singular, all real
property and interests in real property acquired by the Company between August 1,
2005, the date of the Forty-Third Supplemental Indenture, and the date of this
Forty-Fourth Supplemental Indenture, and owned by the Company at the latter
date.


 


SECOND.



ELECTRIC GENERATING PLANTS.


 


All electric generating plants
and stations of the Company acquired by it between August 1, 2005, the
date of the Forty-Third Supplemental Indenture, and the date of this
Forty-Fourth Supplemental Indenture, and owned by it at the latter date,
including all power houses, buildings, structures and works, and the land on
which the same are situated, and all other lands and easements, rights-of-way,
permits, privileges, towers, poles, wires, machinery, equipment, appliances,
appurtenances and supplies forming a part of such plants and stations, or any
of them, or occupied, enjoyed or used in connection therewith.


 


THIRD.



TRANSMISSION LINES.


 


All electric overhead and
underground transmission lines of the Company acquired by it between August 1,
2005, the date of the Forty-Third Supplemental Indenture, and the date of this
Forty-Fourth Supplemental Indenture, and owned by it at the latter date,
including towers, poles, pole lines, conduits, manholes, switching devices,
insulators, and other structures, appliances, devices and equipment, and all
the property forming a part thereof or appertaining thereto, and all service
lines extending therefrom, together with all real property, rights-of-way,
easements, permits, privileges, franchises, and rights for or relating to the
construction, maintenance or operation thereof, through, over, under or upon
any private property or any public way within as well as without the corporate
limits of any municipal corporation.


 


FOURTH.



SUBSTATIONS AND SUBSTATION SITES.


 


All substations and
switching stations of the Company acquired by it between August 1, 2005,
the date of the Forty-Third Supplemental Indenture, and the date of this
Forty-Fourth Supplemental Indenture, and owned by it at the latter date, for
transforming or otherwise regulating electric current at any of its plants,
together with all buildings, transformers, wires, cables, insulators,
structures, appliances, devices, equipment and all other property, real or
personal, forming a part of, or appertaining thereto, or used, occupied or
enjoyed in connection with any of such substations and switching stations.


 


8

















 


FIFTH.



ELECTRIC DISTRIBUTION SYSTEMS.


 


All electric distribution
systems of the Company acquired by it between August 1, 2005, the date of
the Forty-Third Supplemental Indenture, and the date of this Forty-Fourth
Supplemental Indenture, and owned by it at the latter date, including
substations, transformers, switchboards, towers, poles, wires, insulators,
conduits, cables, manholes, appliances, devices, equipment and all other
property, real or personal, forming a part of or appertaining thereto, or used,
occupied or enjoyed in connection with such distribution systems or any of
them, together with all rights-of-way, easements, permits, privileges,
franchises, and rights in or relating to the construction, maintenance or
operation thereof, through, over, under or upon any private property or public
ways within as well as without the corporate limits of any municipal
corporation.


 


SIXTH.



LIQUEFIED PETROLEUM GAS PRODUCTION AND STORAGE FACILITIES.


 


All additions to liquefied
petroleum gas production plants and storage facilities of the Company acquired
by it between August 1, 2005, the date of the Forty-Third Supplemental
Indenture, and the date of this Forty-Fourth Supplemental Indenture, and owned
by it at the latter date, including all buildings, structures, underground
storage caverns, and works, and the land on which the same are situated, and
all other lands and easements, rights-of-way, permits, privileges, pipe lines,
machinery, equipment, appliances, appurtenances and supplies forming a part of
such plants and stations, or any of them, or occupied, enjoyed or used in
connection therewith.


 


SEVENTH.



GAS DISTRIBUTION SYSTEMS.


 


All gas distribution systems
of the Company acquired or constructed by it between August 1, 2005, the
date of the Forty-Third Supplemental Indenture, and the date of this
Forty-Fourth Supplemental Indenture, and owned by it at the latter date, for
distribution of gas, including pipes, mains, conduits, meters, appliances,
equipment, and all other property, real or personal, forming a part of or
appertaining to or used, occupied or enjoyed in connection with such
distribution systems, or any of them, together with all rights-of-way,
easements, permits, privileges, franchises and rights, for or relating to the
construction, maintenance or operation thereof, through, over, under or upon
any private property or any public streets or highways, within as well as
without the corporate limits of any municipal corporation.


 


9

















 


EIGHTH.



OFFICE AND DEPARTMENTAL BUILDINGS.


 


All office and departmental
buildings of the Company, including the real estate on which such structures
stand, acquired by it between August 1, 2005, the date of the Forty-Third
Supplemental Indenture, and the date of this Forty-Fourth Supplemental
Indenture, and owned by it at the latter date, appertaining to, used, occupied
or enjoyed in connection with the rendition of public utility service.


 


NINTH.



TELEPHONE LINES.


 


All telephone lines of the
Company acquired by it between August 1, 2005, the date of the Forty-Third
Supplemental Indenture, and the date of this Forty-Fourth Supplemental
Indenture, and owned by it at the latter date, used or available for use in the
operation of its properties or otherwise.


 


TENTH.



FRANCHISES.


 


All and singular the
franchises, grants, immunities, privileges and rights of the Company granted to
or acquired by it between August 1, 2005, the date of the Forty-Third
Supplemental Indenture, and the date of this Forty-Fourth Supplemental
Indenture, and to which it was entitled at the latter date, including all and
singular the franchises, grants, immunities, privileges and rights of the
Company granted by all municipalities or political subdivisions, and all right,
title and interest therein owned by the Company on the date of the execution of
this Forty-Fourth Supplemental Indenture, and all renewals, extensions and
modifications of said franchises, grants, immunities, privileges and rights, or
any of them, and of all other franchises, grants, immunities, privileges and
rights now subject to the lien of the First Mortgage as amended.


 


ELEVENTH.



OTHER REAL ESTATE AND APPURTENANCES.


 


A.            All other real estate and interests in real estate and
all other physical electric power and light, gas and other property owned by
the Company at the date of execution of this Forty-Fourth Supplemental
Indenture.


 


B.            All other real estate and interests in real estate and
all other physical electric power and light, gas and other property which the
Company may hereafter acquire or construct.


 


C.            All present and future appurtenances of the real estate
and interests in real estate which now are, or hereafter shall be, subject to
the lien of the First Mortgage as amended, and all plants, works, buildings,
structures, fixtures, improvements, betterments and additions now owned, or
hereafter acquired or constructed by the Company, upon any of the real estate
which, 


 


10

















 


or
interests in which, now are or hereafter shall be subject to the lien of the
First Mortgage as amended.


 


D.            All corporate rights, privileges, immunities and
franchises, powers, licenses, easements, leases, contracts and other rights and
all renewals and extensions thereof held or acquired for use or used upon, or
in connection with or appertaining to, any of the properties which now are or
hereafter shall be subject to the lien of the First Mortgage as amended, or
which the Company has or may have the right to exercise in respect of any of
said properties.


 


E.             All machinery, tools and equipment now owned or
hereafter acquired by the Company, which now or hereafter belong or appertain
to or are used in connection with the plants, works, transmission lines,
distribution systems, buildings, structures and fixtures which now are or
hereafter shall be subject to the lien of the First Mortgage as amended.


 


Together with all and
singular the tenements, hereditaments and appurtenances belonging or in any way
appertaining to the aforesaid property or any part thereof, with the reversion
and reversions, remainder and remainders, rents, issues, income and profits
thereof, and all the estate, right, title, interest and claim whatsoever at law
or in equity, which the Company now has or which it may hereafter acquire in
and to the aforesaid property and every part and parcel thereof.


 


It is not intended to
include in the lien of the First Mortgage as amended and this grant shall not
be deemed to apply (1) to any revenues, earnings, rents, issues, income or
profits of the mortgaged property, or any cash (except cash deposited with the
Trustee pursuant to any of the provisions of the First Mortgage as heretofore
and hereby amended), or any bills, notes or accounts receivable, contracts or
choses in action, or any materials or supplies or construction equipment, or
any merchandise, equipment or apparatus manufactured or acquired for the
purpose of sale or resale in the usual course of business, except in case of
the happening of a completed default as defined in Section 1 of Article Twelve
of the First Mortgage as heretofore and hereby amended, and following such
completed default, in case the Trustee or a receiver or trustee shall enter
upon and take possession of the mortgaged property, or (2) in any case, to
any cars, trucks or other vehicles of any nature for the transportation of
personnel, materials or equipment by any means which may have been acquired
after the effective date of the amendment to this Clause made by or pursuant to
the provisions of the Eleventh Supplemental Indenture, or to any bonds, notes,
evidences of indebtedness, shares of stock or other securities, except such as
may be specifically subjected to the lien of the First Mortgage as amended.


 


TWELFTH.



PROPERTY HEREAFTER TO BECOME SUBJECT TO THE LIEN OF

THE FIRST MORTGAGE AS AMENDED.


 


A.            Any and all property, real, personal and mixed, including
franchises, grants, immunities, privileges and rights, which the Company may
hereafter acquire or to which it may hereafter become entitled, excepting,
however, the following property which is not intended to be subjected to the
lien of the First Mortgage:  (1) any
revenues, earnings, rents, issues, income or profits of the mortgaged property,
or any cash (except cash deposited with the Trustee pursuant to any of the
provisions of the First Mortgage as heretofore and hereby amended), or 


 


11

















 


any
bills, notes or accounts receivable, contracts or choses in action, or any
materials or supplies or construction equipment, or any merchandise, equipment
or apparatus manufactured or acquired for the purpose of sale or resale in the
usual course of business, except in case of the happening of a completed
default as defined in Section 1 of Article Twelve of the First
Mortgage as heretofore and hereby amended, and following such completed
default, in case the Trustee or a receiver or trustee shall enter upon and take
possession of the mortgaged property, or (2) in any case, any cars, trucks
or other vehicles of any nature for the transportation of personnel, materials
or equipment by any means, or any bonds, notes, evidences of indebtedness,
shares of stock or other securities, except such as may be specifically
subjected to the lien of the First Mortgage as amended.


 


B.            Any and all property of every name and nature, including
shares of stock, bonds, other securities or obligations and cars, trucks or
other vehicles for the transportation of personnel, materials or equipment by
any means, which, from time to time after the execution of this Forty-Third
Supplemental Indenture, by delivery or by writing of any kind for the purposes
hereof, shall have been conveyed, mortgaged, pledged, assigned or transferred
by, or by anyone on behalf of, the Company to the Trustee, which is hereby
authorized to receive any property at any and all times, as and for additional
security, and also, when and as provided in the First Mortgage as amended as
and for substituted security, for the payment of the Bonds to be issued under
the First Mortgage as amended, and to hold and apply any and all such property
subject to the terms hereof and of the First Mortgage as amended.


 


TO HAVE AND TO HOLD all such
properties, real, personal and mixed, mortgaged, pledged or conveyed by the
Company as aforesaid, or intended so to be, unto the Trustee and its successors
and assigns forever.


 


SUBJECT, HOWEVER, as to
property hereby conveyed, to liens for taxes, assessments and other charges
levied or to be levied by the State of Ohio and any of the subdivisions thereof
for the years 2005 and 2006 and thereafter and, as to any property hereafter
acquired by the Company and which may become subject to the lien of the First
Mortgage as amended, to any lien or charge thereon existing at the time of the
acquisition thereof by the Company;


 


IN TRUST NEVERTHELESS, upon
and subject to the terms, conditions and stipulations hereinafter and in the
First Mortgage as amended set forth, for the equal and proportionate benefit
and security of the holders from time to time of the Bonds and interest coupons
issued and to be issued under the First Mortgage as amended and this and other
indentures supplemental thereto, without preference, priority or distinction as
to lien or otherwise of any of the Bonds and coupons over any others by reason
of priority in time of issue, sale or negotiation thereof or otherwise
howsoever, and for the uses and purposes and upon and subject to the terms, conditions,
provisions and agreements in the Bonds and hereinafter and in the First
Mortgage as amended expressed and declared.


 


12

















 


ARTICLE
ONE.



BONDS OF THE 4.80% POLLUTION CONTROL SERIES 2006 DUE 2036 AND ISSUE THEREOF.


 


SECTION 1.               There shall be a series of Bonds
designated “4.80% Pollution Control Series 2006 Due 2036”, each of which
shall bear the descriptive title First Mortgage Bond.  The aggregate principal amount of New Bonds
which may be outstanding under the First Mortgage as amended and this
Forty-Fourth Supplemental Indenture shall be limited to $100,000,000, except as
provided in Section 9 of Article Two of the First Mortgage as
amended.


 


SECTION 2.               Upon the execution and delivery
of this Forty-Fourth Supplemental Indenture and upon delivery of $100,000,000
aggregate principal amount of the New Bonds, executed by the Company, and upon
compliance by the Company with the provisions of Article Five, Article Six
or Article Seven or any or all of said Articles, as the case may be, of
the First Mortgage as amended, the Trustee shall, without awaiting the filing
or recording of this Forty-Fourth Supplemental Indenture, authenticate the New
Bonds and deliver the New Bonds as provided in said Article Five, Article Six
or Article Seven.


 


SECTION 3.               The New Bonds shall be dated as
provided in Section 3 of Article Two of the First Mortgage as
amended; shall mature on September 1, 2036; and shall bear interest from September 13,
2006 as provided in said Section 3 of Article Two at the rate of four
and eighty hundredths per centum (4.80%) per annum until paid or redeemed as
hereinafter provided, payable on March 1, 2007 and thereafter
semi-annually on each March 1 and September 1, and on the maturity
date, to the Bondholders in whose names such New Bonds are registered at the
close of business on February 15 or August 15, except that if the
Company shall default in the payment of any installment of interest on any New
Bonds, such interest in default shall be paid to the Bondholders in whose names
the New Bonds are registered at the close of business on a date established for
the payment of such defaulted interest by the Company in any lawful
manner.  The New Bonds shall be payable
as to both principal and interest in such coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public
and private debts, at the office or agency of the Company in the Borough of
Manhattan, The City of New York.  The
amount of interest payable for any period will be computed on the basis of a
360-day year consisting of twelve 30-day months.  In the event that any date on which principal
or interest is payable on the New Bonds is not a Business Day (as defined
below), the payment of the principal or interest payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), with the same force
and effect as if made on the date the payment was originally payable.  “Business Day” means any day, other than a
Saturday or Sunday, or a day on which banking institutions or trust companies
in The City of New York are generally authorized or required by law, regulation
or executive order to remain closed or a day on which the corporate trust
office of the Trustee is closed for business.


 


13
















 


SECTION 4.           The New Bonds shall be issued in denominations of $5,000
and any integral multiple of $5,000.


 


Whenever any New Bond or New Bonds shall be
surrendered at the office or agency of the Company in said Borough of Manhattan
for exchange for a New Bond or New Bonds of other authorized denomination or
denominations, the Company shall execute, and the Trustee shall authenticate
and deliver, upon cancellation of the New Bond or New Bonds so surrendered, a
New Bond or New Bonds of such other authorized denomination or denominations of
like aggregate principal amount as the Bondholder making the exchange shall
have requested and shall be entitled to receive.  On presentation of any New Bond which is to
be redeemed pursuant to the provisions of Section 5 of this Article One
in part only, the Company shall execute, and the Trustee shall authenticate and
deliver, a New Bond or New Bonds in principal amount equal to the unredeemed
portion of the New Bond so presented.


 


The Company shall not be required to (a) register
a transfer of, or exchange, any New Bond during a period of fifteen (15) days
next preceding any selection of New Bonds to be redeemed or (b) register a
transfer of, or exchange, any New Bond which shall have been selected for
redemption in whole or in part.


 


A service charge will not be made for any
registration of transfer or exchange of New Bonds, but the Company may require
payment of a sum sufficient to cover any stamp tax or other governmental charge
payable in connection therewith.


 


Until definitive New Bonds shall be ready for
delivery, the Company may execute and, upon request of the Company, the Trustee
shall authenticate and deliver, in lieu of such definitive New Bonds but
subject to the same provisions, limitations and conditions except as to the
denominations thereof, temporary printed or lithographed New Bonds as provided
in Section 8 of Article One of the First Mortgage as amended.  Such temporary New Bonds shall be
exchangeable for definitive New Bonds, when ready for delivery, in the manner
provided in the First Mortgage as amended, and shall in all other respects be
subject to and entitled to the benefits of the terms and provisions and lien of
this Forty-Fourth Supplemental Indenture, and the terms and provisions and lien
of the First Mortgage as amended as therein provided.


 


SECTION 5.           The New Bonds shall be subject to mandatory redemption by
the Company prior to maturity at any time in whole or in part at a redemption
price of 100% of the principal amount to be redeemed, plus accrued and unpaid
interest to the redemption date, upon receipt by the Trustee of notice from the
Project Bond Trustee to the effect that (a) the Company is required to
deliver moneys to the Project Bond Trustee for the redemption of the Project
Bonds in whole or in part, as the case may be, as provided in Section 6.3
of the Loan Agreement and (b) an equivalent principal amount of the
Project Bonds are being concurrently called for redemption.  Said notice shall specify the redemption date
of such New Bonds (which redemption date shall be the same date as the
redemption date specified in said notice for the Project Bonds being currently redeemed).  Any such redemption shall be made upon the
notice and in the manner provided in this Article One, subject to the provisions
of the First Mortgage as amended.


 


14

















 


SECTION 6.           The New Bonds shall be subject to redemption, at the
option of the Company, prior to maturity at any time, in whole or in part, at a
redemption price of 100% of the principal amount to be redeemed, plus accrued
and unpaid interest to the redemption date, upon receipt by the Trustee of an
officers’ certificate to the effect that (a) the Company has given notice
to the Project Bond Trustee that the Company is exercising its option to direct
the redemption of Project Bonds in whole or in part, as provided in Section 6.2
of the Loan Agreement and (b) an equivalent principal amount of New
Project Bonds are being concurrently called for redemption.  Such officers’ certificate shall have
attached to it a copy of said notice to the Project Bond Trustee and shall
specify the redemption date of such New Bonds (which redemption date shall be
not less than 45 days (unless a shorter period shall be acceptable to the
Trustee) after the date of the mailing of such certificate and shall be the
same date as the redemption date specified in said attached notice for the
Project Bonds being concurrently redeemed). 
Any such redemption shall be made upon the notice, which may be
conditional as provided in Section 8 of this Article One, and in the
manner provided in this Article One, subject to the provisions of the
First Mortgage as amended.


 


SECTION 7.           The New Bonds shall also be subject to redemption prior to
maturity, at the option of the Company, in whole or in part, at anytime on or
after September 1, 2016, at a redemption price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest to the redemption
date.


 


Prior to any such
redemption, the Trustee shall have received an officers’ certificate to the
effect that (a) the Company has given notice to the Project Bond Trustee
that the Company is exercising its option to deliver moneys to the Project Bond
Trustee for the redemption of Project Bonds in whole or in part, as the case
may be, as provided in Section 6.1 of the Loan Agreement and (b) an
equivalent principal amount of Project Bonds are being concurrently called for
redemption.  Such officers’ certificate
shall specify the principal amount of the New Bonds to be redeemed, shall have
attached to it a copy of said notice to the Project Bond Trustee and shall
specify the redemption date of such New Bonds (which redemption date shall be
not less than 45 days (unless a shorter period shall be acceptable to the
Trustee) after the date of the mailing of such certificate and shall be the
same date as the redemption date specified in said attached notice for the
Project Bonds being concurrently redeemed). 
Any such redemption shall be made upon the notice, which may be
conditional as provided in Section 8 of this Article One, and in the
manner provided in this Article One, subject to the provisions of the
First Mortgage as amended.


 


SECTION 8.           Subject to the provisions of the First Mortgage as
amended, written notice of redemption of the New Bonds pursuant to any of
Sections 5, 6 or 7 of this Article One shall be given by the Trustee by
mailing, first class postage prepaid, or delivering by hand to the registered
owner of such New Bonds to be redeemed a notice of such redemption at its last
address as it shall appear upon the books of the Company for the registration
and transfer of such New Bonds.  Any
notice of redemption pursuant to said Sections 5, 6 or 7 shall be mailed or
delivered by hand as least 30 days and not earlier than 60 days before the
redemption date; provided, however, that the registered owner or owners of all
New Bonds may consent in writing to a shorter notice period, and


 


15

















 


such consent, if filed with the Trustee, shall be binding upon the
Company and such registered owners and their transferees.  In the case of any notice of redemption of
New Bonds pursuant to said Sections 6 or 7, such notice shall state that such
redemption is conditional to the same extent and with the same effect, if any,
as the notice of redemption of the Project Bonds being concurrently redeemed.


 


SECTION 9.           In the event any Project Bonds shall be purchased by the
Company and surrendered by the Company to the Project Bond Trustee for
cancellation or shall be otherwise surrendered to the Project Bond Trustee for
cancellation pursuant to the Project Bonds Indenture (except upon exchange for
other Project Bonds), New Bonds equivalent in principal amount to the Project Bonds
so surrendered shall be deemed to have been paid, but only when and to the
extent that (a) such payment of the principal amount of such New Bonds
shall be noted by an agency of the Company on the schedule of payments on such
New Bonds and (if such agency is not the Trustee) written notice by such agency
of such notation shall have been received by the Trustee or (b) such New
Bonds shall have been surrendered to and cancelled by the Trustee as provided
in Section 11 of this Article One.


 


SECTION 10.         In the event and to the extent the principal of or interest
on any Project Bonds shall be paid, whether at maturity, upon redemption or
otherwise, out of funds held by the Project Bond Trustee or out of any other
funds or shall otherwise be deemed to be paid, an equal amount of principal or
interest, as the case may be, payable with respect to an aggregate principal
amount of New Bonds equal to an aggregate principal amount of such Project
Bonds shall be deemed to have been paid, but, in the case of such payment of
principal of such New Bonds, only when and to the extent that (a) such
payment of the principal amount thereof shall be noted by any agency of the
Company on the schedule of payments on such New Bonds and (if such agency is
not the Trustee) written notice by such agency of such notation shall have been
received by the Trustee or (b) such New Bonds shall have been surrendered
to and cancelled by the Trustee as provided in Section 11 of this Article One.


 


SECTION 11.         When payment of any principal amount of a New Bond is made
as provided in Section 9 or 10 of this Article One, the registered
owner thereof shall surrender it to an agency of the Company for notation and
notification or to the Trustee for cancellation as provided in such
Section.  All New Bonds deemed to have
been paid in full as provided in Section 9 or 10 of this Article One
shall be surrendered to the Trustee for cancellation and the Trustee shall
forthwith cancel the same.  In the event
that part of a New Bond shall be deemed to have been paid as provided in said Section 9
or 10, the registered owner may at its option surrender such New Bond to the
Trustee for cancellation, in which event the Trustee shall cancel such New Bond
and the Company shall execute and the Trustee shall authenticate and deliver,
without charge to the registered owner, New Bonds in such authorized denominations
as shall be specified by the registered owner in an aggregate principal amount
equal to  the unpaid balance of the
principal amount of such surrendered New Bond.


 


SECTION 12.         Except as in this Forty-Fourth Supplemental Indenture
otherwise provided with respect to any matter or question, the provisions of Article Ten
of the First


 


16

















 


Mortgage as amended shall be applicable in the case of the redemption
of all or any part of the New Bonds at any time outstanding.  The term “officers’ certificate as used in
this Article One shall mean a certificate signed by the President or a
Vice President and any other Vice President, the Treasurer, Assistant
Treasurer, the Secretary or Assistant Secretary or any other officer of the
Company.


 


SECTION 13.         The New Bonds shall be in fully
registered form only.  The form of the
New Bonds, and of the Trustee’s certificate of authentication thereon, shall be
substantially as set forth in Exhibit A.


 


ARTICLE
TWO.



COVENANTS OF THE COMPANY.


 


SECTION 1.           All covenants and agreements by the Company in the First
Mortgage as heretofore and hereby amended are hereby confirmed.


 


SECTION 2.           Promptly after the execution and delivery of this
Forty-Fourth Supplemental Indenture, the Company will take such action with
respect to the recording, filing, re-recording and refiling of the First
Mortgage as amended and this Forty-Fourth Supplemental Indenture as may be
necessary to make effective the lien intended to be created hereby, and will
furnish to the Trustee an opinion of counsel selected by the Company and
satisfactory to the Trustee (who may be of counsel to the Company) either (a) stating
that in the opinion of such counsel such action has been taken with respect to
the recording, filing, re-recording and refiling of the First Mortgage as
amended and this Forty-Fourth Supplemental Indenture as to make effective the
lien intended to be created thereby, and reciting the details of such action,
or (b) stating that in the opinion of such counsel no such action is
necessary to make such lien effective.


 


ARTICLE
THREE.



MISCELLANEOUS.


 


SECTION 1.           The New Bonds may be authenticated and delivered by the
Trustee and issued by the Company in advance of the recording or filing of this
Forty-Fourth Supplemental Indenture.


 


SECTION 2.           The provisions of this Forty-Fourth Supplemental Indenture
shall become effective immediately upon the execution and delivery hereof.  From and after the initial issue of the New
Bonds, this Forty-Fourth Supplemental Indenture shall form a part of the First
Mortgage and all the terms and conditions herein contained shall be deemed to
be part of the terms of the First Mortgage, as fully and with the same effect
as if all the terms and provisions of this Forty-Fourth Supplemental Indenture,
including the provisions which determine the dates on which the amendments
herein made shall become effective, had been set forth in the First Mortgage as
originally executed.  Except as modified
or amended by this Forty-Fourth Supplemental Indenture, the First Mortgage


 


17

















 


as amended shall remain and continue in full force and effect in
accordance with the terms and provisions thereof, and all the covenants,
conditions, terms and provisions of the First Mortgage, as heretofore modified
and amended and as further modified and amended by this Forty-Fourth
Supplemental Indenture, shall be applicable with respect to the New Bonds,
except insofar as such covenants, conditions, terms and provisions are limited
and applicable only to the Bonds of another or other series, or are expressed
to continue only so long as Bonds of another or other series are outstanding,
and all the covenants, conditions, terms and provisions of the First Mortgage
as amended with respect to the Trustee shall remain in full force and effect
and be applicable to the Trustee under this Forty-Fourth Supplemental Indenture
in the same manner as though set out herein at length.  All representations and recitals contained in
this Forty-Fourth Supplemental Indenture and in the New Bonds (save only the
Trustee’s certificates upon said New Bonds) are made by and on behalf of the
Company, and the Trustee is in no way responsible therefor or for any statement
therein contained.


 


SECTION 3.           The terms defined in Article One of the First
Mortgage as heretofore and hereby amended, when used in this Forty-Fourth
Supplemental Indenture, shall, respectively, have the meanings set forth in
said Article One.


 


SECTION 4.           This Forty-Fourth Supplemental Indenture may be
simultaneously executed in several counterparts and each counterpart shall be
an original instrument.


 


18

















 


IN WITNESS WHEREOF, THE
DAYTON POWER AND LIGHT COMPANY has caused this instrument to be signed on its
behalf by its President or a Vice President and its corporate seal to be
hereunto affixed and attested by its Secretary or an Assistant Secretary, in
the City of Dayton, Ohio, and THE BANK OF NEW YORK has caused this instrument
to be signed on its behalf by a Vice President or an Assistant Vice President
and its corporate seal to be hereunto affixed and attested by a Vice President,
Assistant Vice President or an Assistant Treasurer, in The City of New York,
New York, as of the day and year first above written.


 


 


	
   

  	
   

  	
  THE
  DAYTON POWER AND LIGHT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  John
  J. Gillen

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President and Chief Financial Officer

  
	
  [SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Miggie
  E. Cramblit

  	
   

  	
   

  
	
  Vice
  President, General Counsel

  	
   

  	
   

  
	
  and
  Corporate Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed
  and acknowledged in our presence by

  	
   

  	
   

  
	
  The
  Dayton Power and Light Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


[Forty-Fourth
Supplemental Indenture, dated as of September 1, 2006, to Indenture dated
as of October 1, 1935, executed by The Dayton Power and Light Company to
Irving Trust Company (now The Bank of New York), as Trustee]


 


 


	
   

  	
   

  	
  THE
  BANK OF NEW YORK,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Louis
  P. Young

  
	
   

  	
   

  	
   

  	
  Vice
  President

  
	
  [SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Franca
  Ferrara

  	
   

  	
   

  
	
  Assistant
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed
  and acknowledged in our presence by

  	
   

  	
   

  
	
  The
  Bank of New York

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


	
  STATE
  OF OHIO,

  	
  )

  	
  ss.:

  
	
  COUNTY
  OF MONTGOMERY

  	
  )

  	
   

  



 


On this
       day of September, 2006, personally
appeared before me, a Notary Public within and for said County in the State
aforesaid, John J. Gillen, and Miggie E. Cramblit, to me known and known to me
to be, respectively, the Senior Vice President and Chief Financial Officer and
the Vice President, General Counsel and Corporate Secretary of THE DAYTON POWER
AND LIGHT COMPANY, one of the corporations which executed the foregoing
instrument, who severally acknowledged that they did sign and seal said
instrument as such Senior Vice President and Chief Financial Officer and Vice
President, General Counsel and Corporate Secretary for and on behalf of said
corporation and that the same is their free act and deed as such Senior Vice
President and Chief Financial Officer and Vice President, General Counsel and
Corporate Secretary, respectively, and the free and corporate act and deed of
said corporation; and said John J. Gillen, being by me duly sworn, did depose
and say: that he resides in Delaware County, Pennsylvania; that he is the
Senior Vice President and Chief Financial Officer of THE DAYTON POWER AND LIGHT
COMPANY, one of the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by order of
the Board of Directors of said corporation; and that he signed his name thereto
by like order.


 


IN WITNESS WHEREOF I have
hereunto set my hand and official seal.


 


[SEAL]


 


	
   

  	
   

  
	
   

  	
  TIMOTHY G. RICE, Attorney at Law

  
	
   

  	
  Notary Public, State of Ohio

  
	
   

  	
  My Commission has no expiration date,

  
	
   

  	
  Section 147.03 O.R.C.

  



 

















 


	
  STATE
  OF NEW YORK,

  	
  )

  	
  ss.:

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  



 


On this 8th day of
September, 2006, personally appeared before me, a Notary Public within and for
said County in the State aforesaid, Louis P. Young and Franca Ferrara, to me
known and known to me to be, respectively, a Vice President and an Assistant
Vice President of THE BANK OF NEW YORK, one of the corporations which executed
the foregoing instrument, who severally acknowledged that they did sign and
seal said instrument as such Vice President and Assistant Vice President for
and on behalf of said corporation and that the same is their free act and deed
as such Vice President and Assistant Vice President, respectively, and the free
and corporate act and deed of said corporation; and said Louis P. Young being
by me duly sworn, did depose and say: that he resides in Plainview, New York;
that he is a Vice President of THE BANK OF NEW YORK, one of the corporations
described in and which executed the above instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of such
corporation; and that he signed his name thereto by like order.


 


IN WITNESS WHEREOF I have
hereunto set my hand and official seal.


 


[SEAL]


 


	
   

  	
   

  
	
   

  	
  Carlos
  R. Luciano

  
	
   

  	
  Notary
  Public, State of New York

  
	
   

  	
  No. 41-4765897

  
	
   

  	
  Qualified
  in Queens County

  
	
   

  	
  Commission
  Expires April 30, 2010

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  This instrument prepared by

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Timothy G. Rice, Esq.

  
	
   

  	
  Attorney at Law

  
	
   

  	
  The Dayton Power and Light Company

  
	
   

  	
  1065 Woodman Drive

  
	
   

  	
  Dayton, Ohio 45432