AGREEMENT AND PLAN OF MERGER OF AES OHIO MERGER SUB, LLC AND AES OHIO GENERATION, LLCMerger Agreement • October 2nd, 2017 • Dayton Power & Light Co • Electric & other services combined
THIS AGREEMENT AND PLAN OF MERGER (this “Plan of Merger”) dated as of September 28, 2017, is adopted and made by and between AES Ohio Merger Sub, LLC, an Ohio limited liability company (“Acquired Company”), and AES Ohio Generation, LLC, an Ohio limited liability company (“Surviving Company”) (Surviving Company and Acquired Company being sometimes referred to herein each individually as a “Constituent Company” and together collectively as the “Constituent Companies”).
THE DAYTON POWER AND LIGHT COMPANY AND THE BANK OF NEW YORK MELLON (formerly The Bank of New York) Trustee Fifty-First Supplemental IndentureFifty-First Supplemental Indenture • October 2nd, 2017 • Dayton Power & Light Co • Electric & other services combined
FIFTY-FIRST SUPPLEMENTAL INDENTURE, dated as of September 29, 2017, between THE DAYTON POWER AND LIGHT COMPANY, a corporation of the State of Ohio (hereinafter sometimes called the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON (formerly The Bank of New York), a corporation of the State of New York (hereinafter called the “Trustee”), as Trustee, party of the second part, whose mailing address is 101 Barclay Street, New York, New York 10286.
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • October 2nd, 2017 • Dayton Power & Light Co • Electric & other services combined • Ohio
This Asset Contribution Agreement (this “Agreement”), dated as of September 28, 2017, is between The Dayton Power and Light Company, an Ohio corporation (“Transferor”), and AES Ohio Merger Sub, LLC, an Ohio limited liability company (“Transferee”). Collectively, Transferee and Transferor may be referred to herein as the “Parties” and each, individually, as a “Party.”
