**Exhibit 4(s)**

 

 

 

**THE DAYTON POWER AND LIGHT COMPANY**

 

 

**AND**

 

 

**THE BANK OF NEW YORK**

**(formerly Irving Trust Company)*Trustee***

 

 

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**Forty-Fourth Supplemental Indenture**

 

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**Dated as of September 1, 2006**

 

 

 

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THE DAYTON POWER AND LIGHT COMPANYFORTY-FOURTH SUPPLEMENTAL INDENTUREDATED AS OF SEPTEMBER 1, 2006

 

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**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       |

 

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| 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                                                    |                                                                                                         |

 

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FORTY-FOURTHSUPPLEMENTAL INDENTURE, dated as of September 1, 2006, between THE DAYTONPOWER AND LIGHT COMPANY, a corporation of the State of Ohio (hereinaftersometimes called the Company), party of the first part, and THE BANK OF NEWYORK (formerly Irving Trust Company), a corporation of the State of New York(hereinafter sometimes called the Trustee), as Trustee, party of the secondpart.

 

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

 

WHEREAS, the Company hasissued under the First Mortgage its Bonds of a series known as the First andRefunding Mortgage Bonds, 31⁄2% Series Due 1960, authorized in unlimitedaggregate principal amount, all of which have been redeemed or otherwiseretired; and

 

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

 

WHEREAS, the Company hasheretofore executed and delivered to the Trustee forty-three supplementalIndentures numbered, dated and, except as set forth below, providing for theirrespective series of First Mortgage Bonds, all as set forth in the tabulationbelow:

 
| ** **       | ** ** | ** **         | ** ** | ** **       | ** ** | **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         |       |            |       |

 

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| ** **       | ** ** | ** **         | ** ** | ** **       | ** ** | **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

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| ** **       | ** ** | ** **         | ** ** | ** **       | ** ** | **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

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| ** **       | ** ** | ** **         | ** ** | ** **                                         | ** ** | **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 EleventhSupplemental Indenture, which created the 55/8% Series Due 1997, provided in its Article Three for certainamendments to the First Mortgage, as theretofore amended, each such amendmentto become effective on the earliest date on which either (a) there shallnot 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 supplementalindenture or indentures embodying said amendment (either alone or with otheramendments) consented to by the holders of seventy-five per centum (75%) inaggregate principal amount of the Bonds at the time outstanding of the seriesenumerated in the foregoing clause (a), or of each said series of which Bondsare then outstanding; and

 

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

 

4

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Article Fivefor certain additional amendments to the First Mortgage, as theretoforeamended, to become effective on the earliest date on which either (i) thereshall not be any Bonds outstanding of Series Due 1975, Series Due1978, Series A, Due 1978, Series Due 1982, Series Due 1984, Series Due1993, Series Due 1997, Series Due 1998, Series Due 1999, or Series Due2000, or (ii) there shall have been executed and delivered a supplementalindenture or indentures embodying said amendments (either alone or with otheramendments) consented to by the holders of seventy-five per centum (75%) inaggregate principal amount of the Bonds at the time outstanding of the seriesenumerated in the foregoing clause (i), or of each said series of which Bondsare then outstanding; and

 

WHEREAS, the Company hasheretofore executed and delivered to the Trustee a Sixteenth SupplementalIndenture dated as of October 3, 1972, which provided in its Article Onefor an amendment of Article Five of the First Mortgage, as theretoforeamended, altering the requirements for the opinion of counsel to be deliveredto the Trustee as a condition precedent to the authentication and delivery ofadditional Bonds under Article Five or the withdrawal of cash under Article Sevenof the First Mortgage, as theretofore amended; and

 

WHEREAS, none of the Bondsof Series Due 1975, Series Due 1978, Series A, Due 1978, Series Due1982, Series Due 1984, or Series Due 1993 remain outstanding and theamendments contained in said Eleventh Supplemental Indenture have becomeeffective; and

 

WHEREAS, none of the Bondsof Series Due 1975, Series Due 1978, Series A, Due 1978, Series Due1982, Series Due 1984, Series Due 1993, Series Due 1997, Series Due1998, Series Due 1999, or Series Due 2000 remain outstanding and theamendments contained in said Fifteenth Supplemental Indenture that did nottheretofore become effective by virtue of the Sixteenth Supplemental Indenturehave become effective; and

 

WHEREAS,said Forty-Second Supplemental Indenture, which created the 51/8% Series Due 2013, provided in its Article Twofor certain amendments to the First Mortgage, as theretofore amended, to becomeeffective on the earliest date on which either (i) there shall not be anyBonds outstanding of 6.35% Series Due 2007, Pollution Control Series 1992-ADue 2027, Pollution Control Series 1992-B Due 2027, Pollution Control Series 1992-CDue 2022, Series Due 2026 and Series Due 2024, or (ii) thereshall have been executed and delivered a supplemental indenture or indenturesembodying said amendment (either alone or with other amendments) consented toby the holders of seventy-five per centum (75%) in aggregate principal amountof the Bonds at the time outstanding of the series enumerated in the foregoingclause (i); and

 

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

 

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

 

5

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WHEREAS, it is provided in Article Sevenof the First Mortgage as amended, among other things, that the Company mayissue additional Bonds thereunder upon the deposit with the Trustee of cashequal to the principal amount of such additional Bonds to be issued; it isprovided in Article Six of the First Mortgage as amended, among otherthings, that if Bonds are paid, retired, redeemed, canceled or surrendered tothe Trustee for cancellation (except when canceled pursuant to certainprovisions of the First Mortgage as amended), the Company may issue additionalBonds thereunder in principal amount equivalent to the principal amount of theBonds so paid, retired, redeemed, canceled or surrendered to the Trustee forcancellation; it is provided in Article Five of the First Mortgage asamended, among other things, that the Company may issue additional Bondsthereunder upon the basis of property additions in accordance with and subjectto 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 timeenter into one or more indentures supplemental to the First Mortgage as amendedfor the purposes, among other things which may be therein set forth, tomortgage or pledge additional property under the First Mortgage as amended andto establish the terms and provisions of any series of Bonds other than the Series Due1960; and

 

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

 

WHEREAS,the New Bonds are to be issued by the Company to the Ohio Air QualityDevelopment Authority (hereinafter called the Authority), or its assignee, toevidence and secure the obligations of the Company to repay the loan of theproceeds of the sale of the Project Bonds (as hereinafter defined) made by theAuthority to the Company, pursuant to a certain Loan Agreement, dated as of September 1,2006, between the Authority and the Company (hereinafter called the LoanAgreement), to assist in the financing of the Company’s portion of the cost ofacquisition, construction and installation of certain “air quality facilities”(as that term is defined and used in Section 3706.01, of the Ohio RevisedCode) installed in connection with: Units 7 and 8 at the Miami Fort GeneratingStation located in Hamilton County, Ohio as to which the Company at the datehereof owns an undivided 36% interest as tenant in common with another publicutility company, Unit 2 at the Killen Generating Station located in AdamsCounty, 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 atthe J. M. Stuart Generating Station located in Brown and Adams Counties, Ohioas to which the Company at the date hereof owns an undivided 35% interest astenant in common with two other public utility companies, and Unit 4 at theConesville Generating Station in Coshocton County, Ohio as to which the Companyat the date hereof owns an undivided 16.5% interest as tenant in common withtwo other public utility companies (such interests in said facilities beinghereinafter called the Project); and

 

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

 

6

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

 

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

 

WHEREAS, the New Bonds andthe Trustee’s certificate to be endorsed on all the New Bonds are to berespectively and substantially in the forms established hereby and approved bythe aforesaid resolutions, which are substantially in the form of Exhibit Ahereto; and

 

WHEREAS, at a meeting of theBoard of Directors of the Company, the Board of Directors adopted a resolutionthat authorized officers of the Company to approve the form, terms and provisionsof this Forty-Fourth Supplemental Indenture (including the form of the NewBonds), and the execution by the Company of this Forty-Fourth SupplementalIndenture; and

 

WHEREAS, all thingsnecessary to make the New Bonds hereinafter described, when duly authenticatedby the Trustee and issued by the Company, valid, binding and legal obligationsof the Company, and to make this Indenture a valid and binding agreementsupplemental to the First Mortgage as amended, have been done and performed.

 

NOW, THEREFORE, THISINDENTURE WITNESSETH

 

that, in order further tosecure the payment of all the Bonds at any time issued and outstanding underthe First Mortgage as amended or this Forty-Fourth Supplemental Indentureaccording to their tenor, purport and effect, as well the interest thereon asthe principal thereof, and further to secure the performance and observance ofall the covenants and conditions therein and in the First Mortgage as amendedand herein contained, and further to set forth the terms and conditions uponwhich the New Bonds are to be issued, secured and held, and for and inconsideration of the premises and of the acceptance or purchase of the NewBonds by the holders or registered owners thereof, and of the sum of onedollar, lawful money of the United States of America, to the Company duly paidby the Trustee at or before the ensealing and delivery of this Forty-FourthSupplemental Indenture, the receipt whereof is hereby acknowledged, the Companyhas executed and delivered this Forty-Fourth Supplemental Indenture, and hasgranted, 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 theirassigns forever, and does hereby subject to the lien of the First Mortgage asheretofore and hereby amended all the following described properties (all ofwhich properties are included in and constitute a part of the “mortgagedproperty” and the “mortgaged and pledged property” as such terms are used anddefined in the First Mortgage as heretofore and hereby amended and wheneverused in the First Mortgage as heretofore and hereby amended such terms includeand refer to such properties), to wit:

 

7

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# **FIRST.REAL PROPERTY AND INTERESTS IN REAL PROPERTY.**

# ** **

All and singular, all realproperty 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 thisForty-Fourth Supplemental Indenture, and owned by the Company at the latterdate.

 

# **SECOND.ELECTRIC GENERATING PLANTS.**

# ** **

All electric generating plantsand stations of the Company acquired by it between August 1, 2005, thedate of the Forty-Third Supplemental Indenture, and the date of thisForty-Fourth Supplemental Indenture, and owned by it at the latter date,including all power houses, buildings, structures and works, and the land onwhich 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 anyof them, or occupied, enjoyed or used in connection therewith.

 

# **THIRD.TRANSMISSION LINES.**

# ** **

All electric overhead andunderground transmission lines of the Company acquired by it between August 1,2005, the date of the Forty-Third Supplemental Indenture, and the date of thisForty-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 allthe property forming a part thereof or appertaining thereto, and all servicelines extending therefrom, together with all real property, rights-of-way,easements, permits, privileges, franchises, and rights for or relating to theconstruction, maintenance or operation thereof, through, over, under or uponany private property or any public way within as well as without the corporatelimits of any municipal corporation.

 

# **FOURTH.SUBSTATIONS AND SUBSTATION SITES.**

# ** **

All substations andswitching stations of the Company acquired by it between August 1, 2005,the date of the Forty-Third Supplemental Indenture, and the date of thisForty-Fourth Supplemental Indenture, and owned by it at the latter date, fortransforming 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 orpersonal, forming a part of, or appertaining thereto, or used, occupied orenjoyed in connection with any of such substations and switching stations.

 

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# **FIFTH.ELECTRIC DISTRIBUTION SYSTEMS.**

# ** **

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

 

# **SIXTH.LIQUEFIED PETROLEUM GAS PRODUCTION AND STORAGE FACILITIES.**

# ** **

All additions to liquefiedpetroleum gas production plants and storage facilities of the Company acquiredby it between August 1, 2005, the date of the Forty-Third SupplementalIndenture, and the date of this Forty-Fourth Supplemental Indenture, and ownedby it at the latter date, including all buildings, structures, undergroundstorage caverns, and works, and the land on which the same are situated, andall other lands and easements, rights-of-way, permits, privileges, pipe lines,machinery, equipment, appliances, appurtenances and supplies forming a part ofsuch plants and stations, or any of them, or occupied, enjoyed or used inconnection therewith.

 

# **SEVENTH.GAS DISTRIBUTION SYSTEMS.**

# ** **

All gas distribution systemsof the Company acquired or constructed by it between August 1, 2005, thedate of the Forty-Third Supplemental Indenture, and the date of thisForty-Fourth Supplemental Indenture, and owned by it at the latter date, fordistribution of gas, including pipes, mains, conduits, meters, appliances,equipment, and all other property, real or personal, forming a part of orappertaining to or used, occupied or enjoyed in connection with suchdistribution systems, or any of them, together with all rights-of-way,easements, permits, privileges, franchises and rights, for or relating to theconstruction, maintenance or operation thereof, through, over, under or uponany private property or any public streets or highways, within as well aswithout the corporate limits of any municipal corporation.

 

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# **EIGHTH.OFFICE AND DEPARTMENTAL BUILDINGS.**

# ** **

All office and departmentalbuildings of the Company, including the real estate on which such structuresstand, acquired by it between August 1, 2005, the date of the Forty-ThirdSupplemental Indenture, and the date of this Forty-Fourth SupplementalIndenture, and owned by it at the latter date, appertaining to, used, occupiedor enjoyed in connection with the rendition of public utility service.

 

# **NINTH.TELEPHONE LINES.**

# ** **

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

 

# **TENTH.FRANCHISES.**

# ** **

All and singular thefranchises, grants, immunities, privileges and rights of the Company granted toor acquired by it between August 1, 2005, the date of the Forty-ThirdSupplemental Indenture, and the date of this Forty-Fourth SupplementalIndenture, and to which it was entitled at the latter date, including all andsingular the franchises, grants, immunities, privileges and rights of theCompany granted by all municipalities or political subdivisions, and all right,title and interest therein owned by the Company on the date of the execution ofthis Forty-Fourth Supplemental Indenture, and all renewals, extensions andmodifications of said franchises, grants, immunities, privileges and rights, orany of them, and of all other franchises, grants, immunities, privileges andrights 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 andall other physical electric power and light, gas and other property owned bythe Company at the date of execution of this Forty-Fourth SupplementalIndenture.

 

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

 

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

 

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

 

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

 

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

 

Together with all andsingular the tenements, hereditaments and appurtenances belonging or in any wayappertaining to the aforesaid property or any part thereof, with the reversionand reversions, remainder and remainders, rents, issues, income and profitsthereof, and all the estate, right, title, interest and claim whatsoever at lawor in equity, which the Company now has or which it may hereafter acquire inand to the aforesaid property and every part and parcel thereof.

 

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

 

# **TWELFTH.PROPERTY HEREAFTER TO BECOME SUBJECT TO THE LIEN OFTHE FIRST MORTGAGE AS AMENDED.**

# ** **

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

 

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anybills, notes or accounts receivable, contracts or choses in action, or anymaterials or supplies or construction equipment, or any merchandise, equipmentor apparatus manufactured or acquired for the purpose of sale or resale in theusual course of business, except in case of the happening of a completeddefault as defined in Section 1 of Article Twelve of the FirstMortgage as heretofore and hereby amended, and following such completeddefault, in case the Trustee or a receiver or trustee shall enter upon and takepossession of the mortgaged property, or (2) in any case, any cars, trucksor other vehicles of any nature for the transportation of personnel, materialsor equipment by any means, or any bonds, notes, evidences of indebtedness,shares of stock or other securities, except such as may be specificallysubjected to the lien of the First Mortgage as amended.

 

B.            Any and all property of every name and nature, includingshares of stock, bonds, other securities or obligations and cars, trucks orother vehicles for the transportation of personnel, materials or equipment byany means, which, from time to time after the execution of this Forty-ThirdSupplemental Indenture, by delivery or by writing of any kind for the purposeshereof, shall have been conveyed, mortgaged, pledged, assigned or transferredby, or by anyone on behalf of, the Company to the Trustee, which is herebyauthorized to receive any property at any and all times, as and for additionalsecurity, and also, when and as provided in the First Mortgage as amended asand for substituted security, for the payment of the Bonds to be issued underthe First Mortgage as amended, and to hold and apply any and all such propertysubject to the terms hereof and of the First Mortgage as amended.

 

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

 

SUBJECT, HOWEVER, as toproperty hereby conveyed, to liens for taxes, assessments and other chargeslevied or to be levied by the State of Ohio and any of the subdivisions thereoffor the years 2005 and 2006 and thereafter and, as to any property hereafteracquired by the Company and which may become subject to the lien of the FirstMortgage as amended, to any lien or charge thereon existing at the time of theacquisition thereof by the Company;

 

IN TRUST NEVERTHELESS, uponand subject to the terms, conditions and stipulations hereinafter and in theFirst Mortgage as amended set forth, for the equal and proportionate benefitand security of the holders from time to time of the Bonds and interest couponsissued and to be issued under the First Mortgage as amended and this and otherindentures supplemental thereto, without preference, priority or distinction asto lien or otherwise of any of the Bonds and coupons over any others by reasonof priority in time of issue, sale or negotiation thereof or otherwisehowsoever, 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 FirstMortgage as amended expressed and declared.

 

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

## ** **

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

###  

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

###  

### SECTION 3.               The New Bonds shall be dated asprovided in Section 3 of Article Two of the First Mortgage asamended; 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 fourand eighty hundredths per centum (4.80%) per annum until paid or redeemed ashereinafter provided, payable on March 1, 2007 and thereaftersemi-annually on each March 1 and September 1, and on the maturitydate, to the Bondholders in whose names such New Bonds are registered at theclose of business on February 15 or August 15, except that if theCompany shall default in the payment of any installment of interest on any NewBonds, such interest in default shall be paid to the Bondholders in whose namesthe New Bonds are registered at the close of business on a date established forthe payment of such defaulted interest by the Company in any lawfulmanner.  The New Bonds shall be payableas to both principal and interest in such coin or currency of the United Statesof America as at the time of payment is legal tender for the payment of publicand private debts, at the office or agency of the Company in the Borough ofManhattan, The City of New York.  Theamount of interest payable for any period will be computed on the basis of a360-day year consisting of twelve 30-day months.  In the event that any date on which principalor interest is payable on the New Bonds is not a Business Day (as definedbelow), the payment of the principal or interest payable on such date will bemade on the next succeeding day which is a Business Day (and without anyinterest or other payment in respect of any such delay), with the same forceand effect as if made on the date the payment was originally payable.  “Business Day” means any day, other than aSaturday or Sunday, or a day on which banking institutions or trust companiesin The City of New York are generally authorized or required by law, regulationor executive order to remain closed or a day on which the corporate trustoffice of the Trustee is closed for business.

 

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

###  

Whenever any New Bond or New Bonds shall besurrendered at the office or agency of the Company in said Borough of Manhattanfor exchange for a New Bond or New Bonds of other authorized denomination ordenominations, the Company shall execute, and the Trustee shall authenticateand deliver, upon cancellation of the New Bond or New Bonds so surrendered, aNew Bond or New Bonds of such other authorized denomination or denominations oflike aggregate principal amount as the Bondholder making the exchange shallhave requested and shall be entitled to receive.  On presentation of any New Bond which is tobe redeemed pursuant to the provisions of Section 5 of this Article Onein part only, the Company shall execute, and the Trustee shall authenticate anddeliver, a New Bond or New Bonds in principal amount equal to the unredeemedportion of the New Bond so presented.

 

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

 

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

 

Until definitive New Bonds shall be ready fordelivery, the Company may execute and, upon request of the Company, the Trusteeshall authenticate and deliver, in lieu of such definitive New Bonds butsubject to the same provisions, limitations and conditions except as to thedenominations thereof, temporary printed or lithographed New Bonds as providedin Section 8 of Article One of the First Mortgage as amended.  Such temporary New Bonds shall beexchangeable for definitive New Bonds, when ready for delivery, in the mannerprovided in the First Mortgage as amended, and shall in all other respects besubject to and entitled to the benefits of the terms and provisions and lien ofthis Forty-Fourth Supplemental Indenture, and the terms and provisions and lienof the First Mortgage as amended as therein provided.

 

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

 

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### SECTION 6.           The New Bonds shall be subject to redemption, at theoption of the Company, prior to maturity at any time, in whole or in part, at aredemption price of 100% of the principal amount to be redeemed, plus accruedand unpaid interest to the redemption date, upon receipt by the Trustee of anofficers’ certificate to the effect that (a) the Company has given noticeto the Project Bond Trustee that the Company is exercising its option to directthe redemption of Project Bonds in whole or in part, as provided in Section 6.2of the Loan Agreement and (b) an equivalent principal amount of NewProject Bonds are being concurrently called for redemption.  Such officers’ certificate shall haveattached to it a copy of said notice to the Project Bond Trustee and shallspecify the redemption date of such New Bonds (which redemption date shall benot less than 45 days (unless a shorter period shall be acceptable to theTrustee) after the date of the mailing of such certificate and shall be thesame date as the redemption date specified in said attached notice for theProject Bonds being concurrently redeemed). Any such redemption shall be made upon the notice, which may beconditional as provided in Section 8 of this Article One, and in themanner provided in this Article One, subject to the provisions of theFirst Mortgage as amended.

###  

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

###  

Prior to any suchredemption, the Trustee shall have received an officers’ certificate to theeffect that (a) the Company has given notice to the Project Bond Trusteethat the Company is exercising its option to deliver moneys to the Project BondTrustee for the redemption of Project Bonds in whole or in part, as the casemay be, as provided in Section 6.1 of the Loan Agreement and (b) anequivalent principal amount of Project Bonds are being concurrently called forredemption.  Such officers’ certificateshall specify the principal amount of the New Bonds to be redeemed, shall haveattached to it a copy of said notice to the Project Bond Trustee and shallspecify the redemption date of such New Bonds (which redemption date shall benot less than 45 days (unless a shorter period shall be acceptable to theTrustee) after the date of the mailing of such certificate and shall be thesame date as the redemption date specified in said attached notice for theProject Bonds being concurrently redeemed). Any such redemption shall be made upon the notice, which may beconditional as provided in Section 8 of this Article One, and in themanner provided in this Article One, subject to the provisions of theFirst Mortgage as amended.

 

### SECTION 8.           Subject to the provisions of the First Mortgage asamended, written notice of redemption of the New Bonds pursuant to any ofSections 5, 6 or 7 of this Article One shall be given by the Trustee bymailing, first class postage prepaid, or delivering by hand to the registeredowner of such New Bonds to be redeemed a notice of such redemption at its lastaddress as it shall appear upon the books of the Company for the registrationand transfer of such New Bonds.  Anynotice of redemption pursuant to said Sections 5, 6 or 7 shall be mailed ordelivered by hand as least 30 days and not earlier than 60 days before theredemption date; provided, however, that the registered owner or owners of allNew Bonds may consent in writing to a shorter notice period, and

 

15

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### such consent, if filed with the Trustee, shall be binding upon theCompany and such registered owners and their transferees.  In the case of any notice of redemption ofNew Bonds pursuant to said Sections 6 or 7, such notice shall state that suchredemption 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 theCompany and surrendered by the Company to the Project Bond Trustee forcancellation or shall be otherwise surrendered to the Project Bond Trustee forcancellation pursuant to the Project Bonds Indenture (except upon exchange forother Project Bonds), New Bonds equivalent in principal amount to the Project Bondsso surrendered shall be deemed to have been paid, but only when and to theextent that (a) such payment of the principal amount of such New Bondsshall be noted by an agency of the Company on the schedule of payments on suchNew Bonds and (if such agency is not the Trustee) written notice by such agencyof such notation shall have been received by the Trustee or (b) such NewBonds shall have been surrendered to and cancelled by the Trustee as providedin Section 11 of this Article One.

###  

### SECTION 10.         In the event and to the extent the principal of or intereston any Project Bonds shall be paid, whether at maturity, upon redemption orotherwise, out of funds held by the Project Bond Trustee or out of any otherfunds or shall otherwise be deemed to be paid, an equal amount of principal orinterest, as the case may be, payable with respect to an aggregate principalamount of New Bonds equal to an aggregate principal amount of such ProjectBonds shall be deemed to have been paid, but, in the case of such payment ofprincipal of such New Bonds, only when and to the extent that (a) suchpayment of the principal amount thereof shall be noted by any agency of theCompany on the schedule of payments on such New Bonds and (if such agency isnot the Trustee) written notice by such agency of such notation shall have beenreceived by the Trustee or (b) such New Bonds shall have been surrenderedto 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 madeas provided in Section 9 or 10 of this Article One, the registeredowner thereof shall surrender it to an agency of the Company for notation andnotification or to the Trustee for cancellation as provided in suchSection.  All New Bonds deemed to havebeen paid in full as provided in Section 9 or 10 of this Article Oneshall be surrendered to the Trustee for cancellation and the Trustee shallforthwith cancel the same.  In the eventthat part of a New Bond shall be deemed to have been paid as provided in said Section 9or 10, the registered owner may at its option surrender such New Bond to theTrustee for cancellation, in which event the Trustee shall cancel such New Bondand the Company shall execute and the Trustee shall authenticate and deliver,without charge to the registered owner, New Bonds in such authorized denominationsas shall be specified by the registered owner in an aggregate principal amountequal to  the unpaid balance of theprincipal amount of such surrendered New Bond.

###  

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

 

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

###  

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

 

## **ARTICLETWO.COVENANTS OF THE COMPANY.**

## ** **

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

###  

### SECTION 2.           Promptly after the execution and delivery of thisForty-Fourth Supplemental Indenture, the Company will take such action withrespect to the recording, filing, re-recording and refiling of the FirstMortgage as amended and this Forty-Fourth Supplemental Indenture as may benecessary to make effective the lien intended to be created hereby, and willfurnish to the Trustee an opinion of counsel selected by the Company andsatisfactory to the Trustee (who may be of counsel to the Company) either (a) statingthat in the opinion of such counsel such action has been taken with respect tothe recording, filing, re-recording and refiling of the First Mortgage asamended and this Forty-Fourth Supplemental Indenture as to make effective thelien 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 isnecessary to make such lien effective.

###  

## **ARTICLETHREE.MISCELLANEOUS.**

## ** **

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

###  

### SECTION 2.           The provisions of this Forty-Fourth Supplemental Indentureshall become effective immediately upon the execution and delivery hereof.  From and after the initial issue of the NewBonds, this Forty-Fourth Supplemental Indenture shall form a part of the FirstMortgage and all the terms and conditions herein contained shall be deemed tobe part of the terms of the First Mortgage, as fully and with the same effectas if all the terms and provisions of this Forty-Fourth Supplemental Indenture,including the provisions which determine the dates on which the amendmentsherein made shall become effective, had been set forth in the First Mortgage asoriginally executed.  Except as modifiedor amended by this Forty-Fourth Supplemental Indenture, the First Mortgage

 

17

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

###  

### SECTION 3.           The terms defined in Article One of the FirstMortgage as heretofore and hereby amended, when used in this Forty-FourthSupplemental Indenture, shall, respectively, have the meanings set forth insaid Article One.

###  

### SECTION 4.           This Forty-Fourth Supplemental Indenture may besimultaneously executed in several counterparts and each counterpart shall bean original instrument.

 

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IN WITNESS WHEREOF, THEDAYTON POWER AND LIGHT COMPANY has caused this instrument to be signed on itsbehalf by its President or a Vice President and its corporate seal to behereunto affixed and attested by its Secretary or an Assistant Secretary, inthe City of Dayton, Ohio, and THE BANK OF NEW YORK has caused this instrumentto be signed on its behalf by a Vice President or an Assistant Vice Presidentand 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         |   |                                |
|                                        |   |                                |
|                                        |   |                                |
|                                        |   |                                |
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[Forty-FourthSupplemental Indenture, dated as of September 1, 2006, to Indenture datedas of October 1, 1935, executed by The Dayton Power and Light Company toIrving 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                       |   |                   |
|                                        |   |                   |
|                                        |   |                   |
|                                        |   |                   |
|                                        |   |                   |
|                                        |   |                   |
|                                        |   |                   |

 

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| STATE  OF OHIO,       | ) | ss.:   |
|-----------------------|---|--------|
| COUNTY  OF MONTGOMERY | ) |   |

 

On this       day of September, 2006, personallyappeared before me, a Notary Public within and for said County in the Stateaforesaid, John J. Gillen, and Miggie E. Cramblit, to me known and known to meto be, respectively, the Senior Vice President and Chief Financial Officer andthe Vice President, General Counsel and Corporate Secretary of THE DAYTON POWERAND LIGHT COMPANY, one of the corporations which executed the foregoinginstrument, who severally acknowledged that they did sign and seal saidinstrument as such Senior Vice President and Chief Financial Officer and VicePresident, General Counsel and Corporate Secretary for and on behalf of saidcorporation and that the same is their free act and deed as such Senior VicePresident and Chief Financial Officer and Vice President, General Counsel andCorporate Secretary, respectively, and the free and corporate act and deed ofsaid corporation; and said John J. Gillen, being by me duly sworn, did deposeand say: that he resides in Delaware County, Pennsylvania; that he is theSenior Vice President and Chief Financial Officer of THE DAYTON POWER AND LIGHTCOMPANY, one of the corporations described in and which executed the aboveinstrument; that he knows the seal of said corporation; that the seal affixedto said instrument is such corporate seal; that it was so affixed by order ofthe Board of Directors of said corporation; and that he signed his name theretoby like order.

 

IN WITNESS WHEREOF I havehereunto 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.            |

 

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| STATE  OF NEW YORK, | ) | ss.:   |
|---------------------|---|--------|
| COUNTY  OF NEW YORK | ) |   |

 

On this 8th day ofSeptember, 2006, personally appeared before me, a Notary Public within and forsaid County in the State aforesaid, Louis P. Young and Franca Ferrara, to meknown and known to me to be, respectively, a Vice President and an AssistantVice President of THE BANK OF NEW YORK, one of the corporations which executedthe foregoing instrument, who severally acknowledged that they did sign andseal said instrument as such Vice President and Assistant Vice President forand on behalf of said corporation and that the same is their free act and deedas such Vice President and Assistant Vice President, respectively, and the freeand corporate act and deed of said corporation; and said Louis P. Young beingby 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 corporationsdescribed in and which executed the above instrument; that he knows the seal ofsaid corporation; that the seal affixed to said instrument is such corporateseal; that it was so affixed by order of the Board of Directors of suchcorporation; and that he signed his name thereto by like order.

 

IN WITNESS WHEREOF I havehereunto 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                      |

 

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