Exhibit 4.2


 


Execution Version


 


REGISTRATION RIGHTS AGREEMENT


 


 


Dated June 19, 2020


 


 


between


 


 


DPL INC.


 


 


and


 


 


J.P. MORGAN SECURITIES LLC



 


 


 




 




     


     


    

REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is made and entered into as of June 19, 2020, between DPL Inc., an Ohio corporation (the “Issuer”),
J.P. Morgan Securities LLC and each of the other initial purchasers named in Schedule A hereto (collectively, the “Initial
Purchasers”) for whom J.P. Morgan Securities LLC is acting as the representative (the “Representative”).


 


This Agreement is made pursuant to the Purchase
Agreement dated June 17, 2020 between the Issuer and the Representative (the “Purchase Agreement”), which provides
for the sale by the Issuer to the Initial Purchasers of $415,000,000 aggregate principal amount of the Issuer’s 4.125% Senior
Notes Due 2025 (the “Securities”). In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Issuer has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.


 


In consideration of the foregoing, the parties
hereto agree as follows:


 


1.        Definitions.


 


As used in this Agreement, the following capitalized
defined terms shall have the following meanings:


 


“Closing Date”
shall mean the Closing Time as defined in the Purchase Agreement.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange Offer”
shall mean the exchange offer by the Issuer of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration”
shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration
Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.


 


“Exchange Securities”
shall mean securities issued by the Issuer under the Indenture containing terms identical to the Securities (except that the Exchange
Securities will not contain restrictions on transfer) and to be offered to Holders of Securities in exchange for Securities pursuant
to the Exchange Offer.


 




     


     


    

“Holder” shall
mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct
and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes
of Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating Broker-Dealers (as defined
in Section 4(a)).


 


“Indenture”
shall mean the Indenture dated June 19, 2020, between the Issuer and U.S. Bank National Association (the “Trustee”),
as may be supplemented and amended from time to time in accordance with the terms thereof.


 


“Initial Purchasers”
shall have the meaning set forth in the preamble.


 


“Issuer” shall
have the meaning set forth in the preamble including its successors.


 


“Majority Holders”
shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Issuer or any of its Affiliates (as such term is defined in Rule 405 under the Securities Act) (other
than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates
solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage or amount.


 


“Person” shall
mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government
or agency or political subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements
to such prospectus, and in each case including all material incorporated by reference therein.


 


“Purchase Agreement”
shall have the meaning set forth in the preamble.


 


“Registrable Securities”
shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when
a Registration Statement with respect to such Securities shall have been declared effective under the Securities Act and such Securities
shall have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities have been sold
to the public pursuant to Rule 144 or (iii) when such Securities shall have ceased to be outstanding.


 


“Registration Expenses”
shall mean any and all expenses incident to performance of or compliance by the Issuer with this Agreement, including without limitation:
(i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. (“FINRA”)


 




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registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for the Initial Purchasers in connection with blue sky qualification of any of the Exchange Securities
or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities
laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the
Issuer and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel
shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees
and disbursements of the independent public accountants of the Issuer, including the expenses of any special audits or “cold
comfort” letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to
the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.


 


“Registration Statement”
shall mean any registration statement of the Issuer that covers any of the Exchange Securities or Registrable Securities pursuant
to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference
therein.


 


“SEC” shall
mean the Securities and Exchange Commission.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf Registration”
shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf Registration Statement”
shall mean a “shelf” registration statement of the Issuer pursuant to the provisions of Section 2(b) of this Agreement
which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities
are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar
rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference
therein.


 


“Trustee” shall
mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter” shall have
the meaning set forth in Section 3 hereof.


 




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“Underwritten Registration”
or “Underwritten Offering” shall mean a registration in which Registrable Securities are sold to an Underwriter
for reoffering to the public.


 


2.        Registration
Under the Securities Act.


 


(a) To the extent not prohibited by any applicable
law or applicable interpretation of the staff of the SEC (the “Staff”), the Issuer shall use its reasonable
best efforts to cause to be filed and cause to become effective an Exchange Offer Registration Statement covering the offer by
the Issuer to the Holders to exchange all of the Securities for Exchange Securities and to have such Registration Statement remain
effective until the closing of the Exchange Offer. The Issuer shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement has been declared effective by the SEC, and use its reasonable best efforts to have the Exchange Offer consummated
on or prior to the date that is 390 days following the issuance of the Securities (the “Exchange Offer Closing Deadline”).
The Issuer shall commence the Exchange Offer by mailing or electronically transmitting (through the facilities of The Depositary
Trust Company) the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law, including statements to the effect that:


 


(i)  the
Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Securities validly tendered and not validly
withdrawn will be accepted for exchange;


 


(ii)  the
dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed)
(the “Exchange Dates”);


 


(iii)  any
Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights pursuant
to Section 2(a) of this Registration Rights Agreement;


 


(iv)  Holders
electing to have a Security exchanged pursuant to the Exchange Offer will be required to (a) surrender such Security, together
with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City
of New York) specified in the notice prior to the close of business on the last Exchange Date and (b) represent to the Issuer,
as a condition to participation in the Exchange Offer, that (A) any Exchange Securities received by such Holder will be acquired
in the ordinary course of its business, (B) such Holder has no, and will not have, any arrangement or understanding with any person
to participate in the distribution of the Securities within the meaning of the Securities Act, (C) if the Holder is not a Broker-Dealer
or is a Broker-Dealer but will not receive Exchange Securities for its own account in exchange for Securities, neither the Holder
nor any such other Person is engaged in or intends to participate in a distribution of the Exchange Securities and (D) such Holder
is not an Affiliate of the Issuer. If the Holder is a Broker-Dealer that will receive Exchange Securities for its own account in
exchange for Securities, it will represent that the Securities to be exchanged for the Exchange Securities were acquired by it
as a result of its market-making activities or other trading activities, and will acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with


 




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any resale of such Exchange Securities.
It is understood that, by acknowledging that it will deliver, and by delivering, a prospectus meeting the requirements of the Securities
Act in connection with any resale of such Exchange Securities, the Holder is not admitting that it is an “underwriter”
within the meaning of the Securities Act; and


 


(v)  Holders
will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the
institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram,
telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Securities delivered for
exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged.


 


As soon as practicable after the last Exchange
Date, the Issuer shall:


 


(i)  accept
for exchange Securities or portions thereof validly tendered and not validly withdrawn pursuant to the Exchange Offer; and


 


(ii)  deliver,
or cause to be delivered, to the Trustee for cancellation all Securities or portions thereof so accepted for exchange by the Issuer
and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, an Exchange Security equal in principal amount
to the principal amount of the Securities surrendered by such Holder.


 


The Issuer shall use its reasonable best efforts to complete
the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act
and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff.


 


(b)  In
the event that (i) the Issuer determines that the Exchange Offer Registration provided for in Section 2(a) above is not
available or that the Exchange Offer may not be consummated by the Exchange Offer Closing Deadline because it would violate applicable
law or the applicable interpretations of the Staff, (ii) the Exchange Offer is not consummated by the Exchange Offer Closing
Deadline or (iii) with respect to any Holder of Registrable Securities (A) such Holder is prohibited by applicable law
or SEC policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired
by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and
holds Securities acquired directly from the Issuer or one of its Affiliates, then, upon such Holder’s written request, the
Issuer shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination, date or notice
is given to the Issuer, as the case may be (the “Shelf Filing Obligation”), a Shelf Registration Statement providing
for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective
by the SEC. In the event the Issuer is required to file a Shelf Registration Statement solely as a result of the matters referred
to in clause (iii) of the preceding sentence, the Issuer shall use its reasonable best efforts to file and have declared effective
by the SEC both an


 




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Exchange
Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration
Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Holders after completion of the Exchange Offer. The Issuer agrees to use its reasonable
best efforts to keep the Shelf Registration Statement continuously effective for a period of one year or such shorter period that
will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement or are no longer outstanding. The Issuer further agrees to supplement or amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such
Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration
or if reasonably requested by a Holder with respect to information relating to such Holder, and to use its reasonable best efforts
to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable.
The Issuer agrees to furnish to each Holder of Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC, to the extent requested by any such Holder.


 


(c)  The
Issuer shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or Section 2(b). Each
Holder shall pay all underwriting discounts, commissions and transfer taxes, if any, relating to the sale or disposition of such
Holder’s Registrable Securities pursuant to the Shelf Registration Statement.


 


(d)  An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section
2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however,
that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement
is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court,
such Registration Statement will be deemed not to have been declared effective until the offering of Registrable Securities pursuant
to such Registration Statement may legally resume. In the event that (a) the Issuer does not consummate the Exchange Offer on or
prior to the Exchange Offer Closing Deadline or (b) a Shelf Registration Statement is not declared effective on or prior to 90
days after the Shelf Filing Obligation arises (which shall in no event be earlier than the Exchange Offer Closing Deadline) (each
such event referred to in clause (a) and (b) a “Registration Default”), the interest rate on the Registrable
Securities will be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any Registration
Default, and such increased rate will further increase by 0.25% per annum beginning on the 91st day following the occurrence
of such Registration Default, but in no event shall such increases (such amounts “Additional Interest”) exceed
in the aggregate 0.50% per annum regardless of the number of Registration Defaults that have occurred and are continuing. Following
the cure of all Registration Defaults, the interest rate on the Registrable Securities will be reduced to the original interest
rate; provided, however, that, if after any such reduction in interest rate, a different Registration
Default occurs, the interest rate on the Registrable Securities shall again be increased pursuant to the foregoing provisions.
If the Issuer requests Holders of Registrable Securities to provide the information as described in Section 3(q), the Registrable
Securities held by Holders who do not deliver such information to the Issuer when so requested will not be entitled to Additional
Interest.


 




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Additional
Interest shall be payable on the regular interest payment dates for the Registrable Securities.


 


(e)  Without
limiting the remedies available to the Initial Purchasers and the Holders, the Issuer acknowledges that any failure by the Issuer
to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages
for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Issuer’s obligations under Section 2(a) and Section 2(b) hereof.


 


3.        Registration
Procedures.


 


In connection with the obligations of the
Issuer with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Issuer shall as expeditiously
as possible:


 


(a)  prepare
and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected
by the Issuer and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the
selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration
Statement to become effective and remain effective in accordance with Section 2 hereof;


 


(b)  prepare
and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep
such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current
during the period described under Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions
by brokers or dealers with respect to the Registrable Securities or Exchange Securities;


 


(c)  in
the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to the Initial Purchasers, to counsel for the
Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of
each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such
Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities;
and the Issuer consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law
by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of
the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;


 




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(d)  use
its reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or “blue
sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably
request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders
in connection with any filings required to be made with FINRA and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities
owned by such Holder; provided, however, that the Issuer shall not be required to (i) qualify as a foreign corporation
or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d),
(ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it
is not so subject;


 


(e)  in
the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Initial
Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration
Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of
any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus
or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any
state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale
of Registrable Securities covered thereby, the representations and warranties of the Issuer contained in any underwriting agreement,
securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material
respects or if the Issuer receives any notification with respect to the suspension of the qualification of the Registrable Securities
for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during
the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related
Prospectus, in the case of the Prospectus, in light of the circumstances under which they were made, untrue in any material respect
or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein,
in the case of the Prospectus, in light of the circumstances under which they were made, not misleading and (vi) of any determination
by the Issuer that a post-effective amendment to a Registration Statement would be appropriate;


 


(f)  make
every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest
possible moment and provide immediate notice to each Holder of the withdrawal of any such order;


 


(g)  in
the case of a Shelf Registration, furnish to each Holder of Registrable Securities who so requests, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein
by reference or exhibits thereto, unless requested);


 




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(h)  in
the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable
such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such
names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities;


 


(i)  in
the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its reasonable best
efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers
of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Issuer
agrees to notify the Holders to suspend use of the Prospectus as promptly as reasonably practicable after the occurrence of such
an event, and the Holders hereby agree to suspend use of the Prospectus until the Issuer has amended or supplemented the Prospectus
to correct such misstatement or omission;


 


(j)  a
reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement
or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, the selling Holders and their counsel) and make such of the
representatives of the Issuer as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of
a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time
file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement
or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which
the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the selling Holders and their counsel)
shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case
of a Shelf Registration Statement, the selling Holders or their counsel) shall object, except for any amendment or supplement or
document (a copy of which has been previously furnished to the Initial Purchasers and its counsel (and, in the case of a Shelf
Registration Statement, the selling Holders and their counsel)) which counsel to the Issuer shall advise the Issuer in writing
is required in order to comply with applicable law;


 


(k)  obtain
a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of
a Registration Statement;


 




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(l)  cause
the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection with
the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders
to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect
such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;


 


(m)  in
the case of a Shelf Registration, make available for inspection by a representative of the selling Holders of the Registrable Securities,
any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated
by the selling Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and
properties of the Issuer, and cause the respective officers, directors and employees of the Issuer to supply all information reasonably
requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement;


 


(n)  in
the case of a Shelf Registration, use its reasonable best efforts to cause all Registrable Securities to be listed on any securities
exchange or any automated quotation system on which similar securities issued by the Issuer are then listed if requested by the
Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;


 


(o)  use
its reasonable best efforts to cause the Exchange Securities to continue to be rated by two nationally recognized statistical rating
organizations (as such term is defined in Section 3(a)(62) of the Exchange Act), if the Registrable Securities have been rated;


 


(p)  if
reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests
to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon
as the Issuer has received notification of the matters to be incorporated into such filing; and


 


(q)  in
the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith
(including those requested by the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate
the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection,
(i) to the extent possible, make such representations and warranties to the selling Holders and any Underwriters of such Registrable
Securities with respect to the business of the Issuer and its subsidiaries, the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel
to the Issuer (which counsel


 




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and opinions, in form, scope and
substance, shall be reasonably satisfactory to the selling Holders and such Underwriters and their respective counsel) addressed
to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested
in underwritten offerings, (iii) obtain “cold comfort” letters from the independent certified public accountants
of the Issuer (and, if necessary, any other certified public accountant of any subsidiary of the Issuer, or of any business acquired
by the Issuer for which financial statements and financial data are or are required to be included in the Registration Statement)
addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters
of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, and (iv) deliver
such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable
Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued
validity of the representations and warranties of the Issuer made pursuant to clause (i) above and to evidence compliance
with any customary conditions contained in an underwriting agreement.


 


In the case of a Shelf Registration Statement,
the Issuer may require each Holder of Registrable Securities to furnish to the Issuer such information regarding the Holder and
the proposed distribution by such Holder of such Registrable Securities as the Issuer may from time to time reasonably request
in writing. The Issuer will not have any obligation to include in the Shelf Registration Statement any Holder that does not deliver
such information to the Issuer.


 


In the case of a Shelf Registration Statement,
each Holder agrees that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section
3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof,
and, if so directed by the Issuer, such Holder will deliver to the Issuer (at its expense) all copies in its possession, other
than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current
at the time of receipt of such notice. If the Issuer shall give any such notice to suspend the disposition of Registrable Securities
pursuant to a Registration Statement, the Issuer shall extend the period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such
notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary
to resume such dispositions. The Issuer may give any such notice only twice during any 365 day period and any such suspensions
may not exceed 30 days for each suspension and there may not be more than two suspensions in effect during any 365 day
period.


 


The Holders of Registrable Securities covered
by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any
such Underwritten Offering, the investment bank or investment banks and manager or managers (the “Underwriters”)
that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering.


 


		4.	Participation of Broker-Dealers in Exchange Offer.



 




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(a)  The
Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer
in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a
“Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the Securities
Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange
Securities.


 


The Issuer understands that it is the Staff’s
position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing
a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered
by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales
of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.


 


(b)  In
light of the above, notwithstanding the other provisions of this Agreement, the Issuer agrees that the provisions of this Agreement
as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers,
in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities
by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided
that:


 


(i)  the
Issuer shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would
otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not
be authorized by the Issuer to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated
by this Section 4; and


 


(ii)  the
application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration,
to the extent not required by the positions of the Staff or the Securities Act and the rules and regulations thereunder, will be
in conformity with the reasonable request to the Issuer by the Initial Purchasers or with the reasonable request in writing to
the Issuer by one or more broker-dealers who certify to the Initial Purchasers and the Issuer in writing that they anticipate that
they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration
procedures set forth in Section 3 to an Exchange Offer Registration, the Issuer shall be obligated (x) to deal only with
the Representative as representative of the Participating Broker-Dealers, (y) to pay the fees and expenses of only one counsel
representing the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not
to so act and (z) to cause to be delivered only one, if any, “cold comfort” letter with respect to the Prospectus
in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during
the period specified in clause (i) above.


 




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(c)  The
Initial Purchasers shall have no liability to the Issuer or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.


 


5.       Indemnification
and Contribution.


 


(a)  The
Issuer agrees to indemnify and hold harmless (i) the Initial Purchasers, each Holder, (ii) each Person, if any, who controls
any Initial Purchaser or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, or is under common control with, or is controlled by, any Initial Purchaser or any Holder (any such persons being
hereinafter referred to as a “controlling person”) and (iii) the Affiliates and agents of any Initial Purchaser,
Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
“Indemnified Holder”), from and against all losses, claims, damages and liabilities (including, without limitation,
any legal or other expenses reasonably incurred by an Indemnified Holder in connection with defending or investigating any such
action or claim) incurred, arising out of or based upon by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities
were registered under the Securities Act, including all documents incorporated therein by reference, or incurred, arising out of
or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or incurred, arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or
supplements thereto), or incurred, arising out of or based upon any omission or alleged omission to state therein a material fact
necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar
as such losses, claims, damages or liabilities are incurred, arise out of or are based upon any such untrue statement or omission
or alleged untrue statement or omission based upon information relating to the Initial Purchasers or any Holder furnished to the
Issuer in writing through J.P. Morgan Securities LLC or any selling Holder expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Issuer will also indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their officers and directors and each Person who controls
such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect
to the indemnification of the Holders, if requested in connection with any Registration Statement.


 


(b)  Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Initial Purchasers and the other selling
Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls
the Issuer, any Initial Purchasers and any other selling Holder within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to the Initial Purchasers
and the Holders, but only with reference to information relating to such Holder furnished to the Issuer in writing by such Holder
expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).


 




    13 


     


    

(c)  In
case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity
may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”)
shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying party”) in writing
and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified
party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the
fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has
failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party
shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those
available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than
one separate firm (in addition to any local counsel) for the Initial Purchasers, all controlling persons of any Initial Purchaser
and all Affiliates of any Initial Purchaser (b) the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Issuer, its directors, its officers who sign the Registration Statement and each Person, if any, who controls
the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (c) the
fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders, all controlling persons of
any Holders and all Affiliates of any Holder and that all such fees and expenses shall be reimbursed as they are incurred. In such
case involving the Initial Purchasers, controlling persons of any Initial Purchaser and all Affiliates of any Initial Purchaser,
such firm shall be designated in writing by J.P. Morgan Securities LLC. In such case involving the Holders and such controlling
persons of Holders and Affiliates of any Holder, such firm shall be designated in writing by the Majority Holders. In all other
cases, such firm shall be designated by the Issuer. The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if
(i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and
(ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance
with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement


 




    14 


     


    

(i) includes
an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding
and (ii) does not include an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 


(d)  If
the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified
party or insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph,
in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of
the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with
the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Issuer and the Indemnified Holders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuer or by the Indemnified Holders and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations
to contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable Securities
of such Holder that were registered pursuant to a Registration Statement.


 


(e)  The
Issuer and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred
to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5, no Holder (and its related Indemnified Holders) shall be required to indemnify
or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder
exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The Holders’ respective obligations to contribute pursuant to this Section 5(e) are several in proportion to the respective
principal amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement. The remedies
provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available
to any indemnified party at law or in equity.


 


The indemnity and contribution provisions
contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Indemnified Holder, or by or on behalf of the Issuer, its officers
or directors or any Person controlling the Issuer, (iii) acceptance of any of the Exchange Securities and (iv) any sale of
Registrable Securities pursuant to a Shelf Registration Statement.


 




    15 


     


    

6.       Miscellaneous.


 


(a)  No
Inconsistent Agreements. The Issuer has not entered into, and on or after the date of this Agreement will not enter into, any
agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Issuer’s other issued and outstanding securities under any such agreements.


 


(b)  Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given unless the Issuer has obtained the written consent
of the Majority Holders of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver
or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from
the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to
in writing by such Holder.


 


(c)  Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current
address given by such Holder to the Issuer by means of a notice given in accordance with the provisions of this Section 6(c),
which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if
to the Issuer, initially at the Issuer’s address set forth in the Purchase Agreement and thereafter at such other address,
notice of which is given in accordance with the provisions of this Section 6(c).


 


All such notices and communications shall
be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited
in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the
next business day if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands, or other
communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.


 


(d)  Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation
of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether
by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and
by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The
Initial Purchasers (in their


 




    16 


     


    

capacity
as Initial Purchasers) shall have no liability or obligation to the Issuer with respect to any failure by a Holder to comply with,
or any breach by any Holder of, any of the obligations of such Holder under this Agreement.


 


(e)  Purchases
and Sales of Securities. The Issuer shall not, and shall use its reasonable best efforts to cause its Affiliates not to, purchase
and then resell or otherwise transfer any Securities.


 


(f)  Third
Party Beneficiary. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Issuer, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.


 


(g)  Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(h)  Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)  Governing
Law. This Agreement shall be governed by the laws of the State of New York.


 


(j)  Severability.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.


 




    17 


     


    

IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


 





	 	DPL INC.	 
	 	 	 
	 	 	 
	 	By:	/s/ John Haberl	 
	 	 	Name:	John Haberl 	 
	 	 	Title:	Assistant Treasurer	 










 




    
[Signature Page to Registration Rights Agreement]
 



     


    

Confirmed and accepted as of





the date first above written:


 


J.P. MORGAN SECURITIES LLC





MORGAN STANLEY &
CO. LLC 


PNC Capital Markets
LLC





SunTrust Robinson Humphrey,
Inc. 


U.S. Bancorp Investments,
Inc.





BMO CAPITAL MARKETS
CORP. 


FIFTH THIRD SECURITIES,
INC.





HUNTINGTON SECURITIES,
INC.


 


By: J.P. MORGAN SECURITIES LLC


 


 





	By:	/s/ Daniel Adams	 	 
	 	Name:	Daniel Adams 	 	 
	 	Title:	Executive Director	 	 



 










    
[Signature Page to Registration Rights Agreement]
 



     


    

Schedule
A


 


Name of Initial Purchaser


 


J.P. Morgan Securities LLC





Morgan Stanley & Co. LLC





PNC Capital Markets LLC





SunTrust Robinson Humphrey, Inc.





U.S. Bancorp Investments, Inc.





BMO Capital Markets Corp.





Fifth Third Securities, Inc.





Huntington Securities, Inc.