EXCHANGE AND REGISTRATION RIGHTS AGREEMENT FOR FIRST MORTGAGE BONDS, 51/8% SERIES DUE 2013 Dated as of September 29, 2003 between THE DAYTON POWER AND LIGHT COMPANY and MORGAN STANLEY & CO. INCORPORATED and MCDONALD INVESTMENTS INC. ABN AMRO...Exchange and Registration Rights Agreement • April 26th, 2005 • Dayton Power & Light Co • Electric & other services combined • New York
THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of September 29, 2003 between THE DAYTON POWER AND LIGHT COMPANY, an Ohio corporation ("DP&L"), and MORGAN STANLEY & CO. INCORPORATED and MCDONALD INVESTMENTS INC., ABN AMRO INCORPORATED, TOKYO-MITSUBISHI INTERNATIONAL PLC, FIFTH THIRD SECURITIES, INC. and NATCITY INVESTMENTS, INC. (the "Initial Purchasers").
May, 2005 EXCHANGE AGENT AGREEMENTExchange Agent Agreement • April 26th, 2005 • Dayton Power & Light Co • Electric & other services combined • New York
The Dayton Power and Light Company, an Ohio corporation (the "Company") proposes to make an offer (the "Exchange Offer") of up to $470,000,000 aggregate principal amount of its outstanding unregistered 51/8% First Mortgage Bonds Series due 2013 (the "Unregistered First Mortgage Bonds") for an equal principal amount of its registered 51/8% First Mortgage Bonds Series due 2013 (the "Registered First Mortgage Bonds" and together with the Unregistered First Mortgage Bonds, the "Bonds"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2005 (the "Prospectus"), proposed to be distributed to all record holders of the Unregistered First Mortgage Bonds. Unless the context otherwise requires, references herein to the Unregistered First Mortgage Bonds and the Registered First Mortgage Bonds will mean beneficial interests in the book-entry interests that The Depository Trust Company ("DTC") has in such bonds. Capitalized terms used her
