0001104659-10-006541 Sample Contracts

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • February 12th, 2010 • DPL Inc • Electric & other services combined • New York

This Amendment No. 1 to Credit Agreement (this “Amendment”) is dated as of April , 2009, by and among THE DAYTON POWER AND LIGHT COMPANY, an Ohio corporation (the “Borrower”), the lending institutions party to the Credit Agreement, as hereinafter defined (the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (the “Administrative Agent”).

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DPL INC. PARTICIPATION AGREEMENT AND WAIVER
Participation Agreement • February 12th, 2010 • DPL Inc • Electric & other services combined • Ohio

This PARTICIPATION AGREEMENT AND WAIVER (“Agreement”) is entered into this 6th day of March 2006 (the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The Dayton Power and Light Company, an Ohio corporation (“DP&L”), and Arthur G. Meyer (“Executive”).

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