Forty-Third Supplemental Indenture

Indenture Agreement

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DPL INC | THE DAYTON POWER AND LIGHT COMPANY | THE BANK OF NEW YORK | Irving Trust Company

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Title: Forty-Third Supplemental Indenture
Governing Law: Ohio Date: 8/24/2005
Industry: Electric Utilities Sector: Utilities

Forty-Third Supplemental Indenture, Parties: dpl inc , the dayton power and light company , the bank of new york , irving trust company

Exhibit 4.4

THE DAYTON POWER AND LIGHT COMPANY

AND

THE BANK OF NEW YORK
(formerly Irving Trust Company)

Trustee

Forty-Third Supplemental Indenture

Dated as of August 1, 2005

THE DAYTON POWER AND LIGHT COMPANY

FORTY-THIRD SUPPLEMENTAL INDENTURE
DATED AS OF AUGUST 1, 2005

TABLE OF CONTENTS

		Page
Parties		1
Recitals		1
Granting Clauses		7
First. Real Property and Interests in Real Property.		7

Second. Electric Generating Plants.		7

Third. Transmission Lines.		7

Fourth. Substations and Substation Sites.		7

Fifth. Electric Distribution Systems.		8

Sixth. Liquefied Petroleum Gas Production and Storage Facilities.		8

Seventh. Gas Distribution Systems.		8

Eighth. Office and Departmental Buildings.		8

Ninth. Telephone Lines.		9

Tenth. Franchises.		9

Eleventh. Other Real Estate and Appurtenances.		9

Twelfth. Property Hereafter to Become Subject to the Lien of the First Mortgage as Amended.		10

Habendum Clause		10
Subject Clause		11
Grant in Trust		11
ARTICLE One. Bonds of the 4.80% pollution control Series 2005-A Due 2034 and Issue Thereof.		11

Sec. 1.	Series and Form of New Water Bonds	11
Sec. 2.	Issue of New Water Bonds	11
Sec. 3.	Dates, Interest, etc., of New Water Bonds	11
Sec. 4.	Denominations and Exchangeability of New Water Bonds; Temporary Bonds may be Authenticated and Delivered	12
Sec. 5.	Mandatory Redemption of New Water Bonds and Redemption Price	13
Sec. 6.	Extraordinary Optional Redemption of New Water Bonds and Redemption Price	13
Sec. 7.	Optional Redemption of New Water Bonds and Redemption Price	13
Sec. 8.	Notice of Redemption of New Water Bonds	14
Sec. 9.	New Water Bonds Deemed Paid in Certain Circumstances	14
Sec. 10.	New Water Bonds Deemed Paid in Additional Circumstances	14
Sec. 11.	Surrender of New Water Bonds in Certain Circumstances	14
Sec. 12.	Application of Article Ten of First Mortgage as Amended	14
Sec. 13.	Form of New Water Bonds	15

ARTICLE TWO. Bonds of the 4.80% pollution control Series 2005-B Due 2034 and Issue Thereof.		15

Sec. 1.	Series and Form of New Air Bonds	15
Sec. 2.	Issue of New Air Bonds	15
Sec. 3.	Dates, Interest, etc., of New Air Bonds	15
Sec. 4.	Denominations and Exchangeability of New Air Bonds; Temporary Bonds may be Authenticated and Delivered	16
Sec. 5.	Mandatory Redemption of New Air Bonds and Redemption Price	16
Sec. 6.	Extraordinary Optional Redemption of New Air Bonds and Redemption Price	17
Sec. 7.	Optional Redemption of New Air Bonds and Redemption Price	17
Sec. 8.	Notice of Redemption of New Air Bonds	17
Sec. 9.	New Air Bonds Deemed Paid in Certain Circumstances	18
Sec. 10.	New Air Bonds Deemed Paid in Additional Circumstances	18
Sec. 11.	Surrender of New Air Bonds in Certain Circumstances	18
Sec. 12.	Application of Article Ten of First Mortgage as Amended	18
Sec. 13.	Form of New Air Bonds	18
ARTICLE Three. Bonds of the 4.70% pollution control Series 2005-C Due 2028 and Issue Thereof.		18

Sec. 1.	Series and Form of New Boone County Bonds	19
Sec. 2.	Issue of New Boone County Bonds	19
Sec. 3.	Dates, Interest, etc., of New Boone County Bonds	19
Sec. 4.	Denominations and Exchangeability of New Boone County Bonds; Temporary Bonds may be Authenticated and Delivered	19
Sec. 5.	Mandatory Redemption of New Boone County Bonds and Redemption Price	20
Sec. 6.	Extraordinary Optional Redemption of New Boone County Bonds and Redemption Price	20
Sec. 7.	Optional Redemption of New Boone County Bonds and Redemption Price	21
Sec. 8.	Notice of Redemption of New Boone County Bonds	21
Sec. 9.	New Boone County Bonds Deemed Paid in Certain Circumstances	21
Sec. 10.	New Boone County Bonds Deemed Paid in Additional Circumstances	22
Sec. 11.	Surrender of New Boone County Bonds in Certain Circumstances	22
Sec. 12.	Application of Article Ten of First Mortgage as Amended	22
Sec. 13.	Form of New Boone County Bonds	22
ARTICLE FOUR. amendments to first mortgage as amended to become effective at a later date or dates.		22

Sec. 1.	Amendments to First Mortgage	22
Sec. 2.	Amendment to Section 3 of Article One of First Mortgage	23
Sec. 3.	Amendment to Section 3 of Article One of First Mortgage	23
Sec. 4.	Amendment to Section 7 of Article One of First Mortgage	23
Sec. 5.	Amendment to Section 5 of Article Five of First Mortgage	26
Sec. 6.	Amendment to Article Six of First Mortgage	26
Sec. 7.	Amendment to Section 2 of Article Eight of First Mortgage	26
Sec. 8.	Amendment to Article Ten of First Mortgage	26
Sec. 9.	Amendment to Section 3 of Article Fifteen of First Mortgage	28
Sec. 10.	Amendment to Section 2 of Article Sixteen of First Mortgage	28
Sec. 11.	Amendment to Section 3 of Article Sixteen of First Mortgage	30
Sec. 12.	Amendment to Section 4 of Article Sixteen of First Mortgage	30
Sec. 13.	Amendment to Section 2 of Article Eighteen of First Mortgage	31
Sec. 14.	Amendment to Section 3 of Article Twenty-One of First Mortgage	31
Sec. 15.	General Provisions Regarding Supplemental Indentures Effecting Amendments to First Mortgage	32
ARTICLE Five. Covenants Of The Company.		32

Sec. 1.	Confirmation of Covenants by Company in First Mortgage	32
Sec. 2.	Covenant of the Company and Legal Opinion as to Recording	32

ARTICLE SIX. Miscellaneous.		32
Sec. 1.	Authentication and Delivery of New Bonds in Advance of the Recording of Forty-Third Supplemental Indenture	33
Sec. 2.	Forty-Third Supplemental Indenture to Form Part of First Mortgage	33
Sec. 3.	Definitions in First Mortgage Shall Apply to Forty-Third Supplemental Indenture	33
Sec. 4.	Execution in Counterparts	33
Testimonium		34
Signatures		34
Acknowledgments		35
Exhibits

iii

FORTY-THIRD SUPPLEMENTAL INDENTURE, dated as of August 1, 2005, 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 (formerly Irving Trust Company), a corporation of the State of New York (hereinafter sometimes called the Trustee), as Trustee, party of the second part.

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

WHEREAS, the Company has issued under the First Mortgage its Bonds of a series known as the First and Refunding Mortgage Bonds, 3 ¹ / ₂ % Series Due 1960, authorized in unlimited aggregate principal amount, all of which have been redeemed or otherwise retired; and

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

WHEREAS, the Company has heretofore executed and delivered to the Trustee forty-two supplemental Indentures numbered, dated and, except as set forth below, providing for their respective series of First Mortgage Bonds, all as set forth in the tabulation below:

Supplemental Indenture	Dated As Of	Series Provided For	Principal Amount Outstanding

First	March 1, 1937	3 ¹ / ₄ % Series Due 1962	None

Second	January 1, 1940	3% Series Due 1970	None

Third	October 1, 1945	2 ³ / ₄ % Series Due 1975	None

Fourth	January 1, 1948	3% Series Due 1978	None

Fifth	December 1, 1948	3% Series A, Due 1978	None

Sixth	February 1, 1952	3 ¹ / ₄ % Series Due 1982	None

Seventh	September 1, 1954	3% Series Due 1984	None

Eighth	November 1, 1957	5% Series Due 1987	None

Ninth	March 1, 1960	5 ¹ / ₈ % Series Due 1990	None

Supplemental Indenture	Dated As Of	Series Provided For	Principal Amount Outstanding

Tenth	June 1, 1963	4.45% Series Due 1993	None

Eleventh	May 1, 1967	5 ⁵ / ₈ % Series Due 1997	None

Twelfth	June 15, 1968	6 ³ / ₄ % Series Due 1998	None

Thirteenth	October 1, 1969	8 ¹ / ₄ % Series Due 1999	None

Fourteenth	June 1, 1970	9 ¹ / ₂ % Series Due 2000	None

Fifteenth	August 1, 1971	8 ¹ / ₈ % Series Due 2001	None

Sixteenth	October 3, 1972	None issued	None

Seventeenth	November 1, 1973	8% Series Due 2003	None

Eighteenth	October 1, 1974	10 ¹ / ₈ % Series Due 1981	None

Nineteenth	August 1, 1975	10.70% Series Due 2005	None

Twentieth	November 15, 1976	8 ³ / ₄ % Series Due 2006	None

Twenty-First	April 15, 1977	6.35% Series Due 2007	$	9,000,000

Twenty-Second	October 15, 1977	8 ¹ / ₂ % Series Due 2007	None

Twenty-Third	April 1, 1978	8.95% Series Due 1998	None

Twenty-Fourth	November 1, 1978	9 ¹ / ₂ % Series Due 2003	None

Twenty-Fifth	August 1, 1979	10 ¹ / ₄ % Series Due 1999	None

Twenty-Sixth	December 1, 1979	12 ¹ / ₈ % Series Due 2009	None

Twenty-Seventh	February 1, 1981	14 ⁵ / ₈ % Series Due 1988	None

Twenty-Eighth	February 18, 1981	14 ¹ / ₂ % Series Due 1988	None

Twenty-Ninth	September 1, 1981	17% Series Due 1991	None

Thirtieth	March 1, 1982	16 ³ / ₄ % Series Due 2012	None

Supplemental Indenture	Dated As Of	Series Provided For	Principal Amount Outstanding

Thirty-First	November 1, 1982	11 ¹ / ₂ % Series Due 2012-A	None

Thirty-Second	November 1, 1982	11 ¹ / ₂ % Series Due 2012-B	None

Thirty-Third	December 1, 1985	9 ¹ / ₂ % Series Due 2015	None

Thirty-Fourth	April 1, 1986	9% Series Due 2016	None

Thirty-Fifth	December 1, 1986	8 ⁷ / ₈ % Series Due 2016	None

Thirty-Sixth	August 15, 1992	6.40% Pollution Control Series 1992-A Due 2027	$	32,300,000

		6.40% Pollution Control Series 1992-B Due 2027	$	27,800,000

Thirty-Seventh	November 15, 1992	6.50% Pollution Control Series 1992-C Due 2022	$	48,000,000

Thirty-Eighth	November 15, 1992	8.40% Series Due 2022	None

Thirty-Ninth	January 15, 1993	8.15% Series Due 2026	None

Fortieth	February 15, 1993	7 ⁷ / ₈ % Series Due 2024	None

Forty-First	February 1, 1999	None issued	None

Forty-Second	September 1, 2003	5.125% Series Due 2013	$	470,000,000

WHEREAS, said Eleventh Supplemental Indenture, which created the 5 ⁵ / ₈ % Series Due 1997, provided in its Article Three for certain amendments to the First Mortgage, as theretofore amended, each such amendment to become effective on the earliest date on which either (a) there shall not 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 supplemental indenture or indentures embodying said amendment (either alone or with other amendments) consented to by the holders of seventy-five per centum (75%) in aggregate principal amount of the Bonds at the time outstanding of the series enumerated in the foregoing clause (a), or of each said series of which Bonds are then outstanding; and

WHEREAS, none of the Bonds of Series Due 1975, Series Due 1978, Series A, Due 1978, Series Due 1982, Series Due 1984, or Series Due 1993 remain outstanding and the amendments contained in said Eleventh Supplemental Indenture have become effective; and

WHEREAS, said Fifteenth Supplemental Indenture, which created the 8 ¹ / ₈ % Series Due 2001, provided (a) in its Article Four for an amendment to the First Mortgage, as theretofore amended, to become effective on the date on which the amendments provided for by Section 3 of Article Three of said Eleventh Supplemental Indenture shall become effective and (b) in its Article Five for certain additional amendments to the First Mortgage, as theretofore amended, to become effective on the earliest date on which either (i) there shall not be any Bonds outstanding of Series Due 1975, Series Due 1978, Series A, Due 1978, Series Due 1982, Series Due 1984, Series Due 1993, Series Due 1997, Series Due 1998, Series Due 1999, or Series Due 2000, or (ii) there shall have been executed and delivered a supplemental indenture or indentures embodying said amendments (either alone or with other amendments) consented to by the holders of seventy-five per centum (75%) in aggregate principal amount of the Bonds at the time outstanding of the series enumerated in the foregoing clause (i), or of each said series of which Bonds are then outstanding; and

WHEREAS, none of the Bonds of Series Due 1975, Series Due 1978, Series A, Due 1978, Series Due 1982, Series Due 1984, Series Due 1993, Series Due 1997, Series Due 1998, Series Due 1999, or Series Due 2000 remain outstanding and the amendments contained in said Fifteenth Supplemental Indenture have become effective; and

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

WHEREAS, it is provided in Article Seven of the First Mortgage as amended, among other things, that the Company may issue additional Bonds thereunder upon the deposit with the Trustee of cash equal to the principal amount of such additional Bonds to be issued; it is provided in Article Six of the First Mortgage as amended, among other things, that if Bonds are paid, retired, redeemed, canceled or surrendered to the Trustee for cancellation (except when canceled pursuant to certain provisions of the First Mortgage as amended), the Company may issue additional Bonds thereunder in principal amount equivalent to the principal amount of the Bonds so paid, retired, redeemed, canceled or surrendered to the Trustee for cancellation; it is provided in Article Five of the First Mortgage as amended, among other things, that the Company may issue additional Bonds thereunder upon the basis of property additions in accordance with and subject to 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 time enter into one or more indentures supplemental to the First Mortgage as amended for the purposes, among other things which may be therein set forth, to mortgage or pledge additional property under the First Mortgage as amended and to establish the terms and provisions of any series of Bonds other than the Series Due 1960; and

WHEREAS, the Company, pursuant to resolutions duly adopted by its Board of Directors at a meeting of said Board of Directors duly called and held, has determined under and in accordance with the provisions of the First Mortgage as amended and of this Forty-Third Supplemental Indenture to create three new series of Bonds to be known as its (a) First Mortgage Bonds, 4.80% Pollution Control Series 2005-A Due 2034 (hereinafter sometimes called the New Water Bonds), which shall be limited to the aggregate principal amount of $41,300,000; (b) First Mortgage Bonds, 4.80% Pollution Control Series 2005-B Due 2034 (hereinafter sometimes called the New Air Bonds), which shall be limited to the aggregate principal amount of $137,800,000; and (c) First Mortgage Bonds, 4.70% Pollution Control Series 2005-C Due 2028 (hereinafter sometimes called the New Boone County Bonds), which shall be

limited to the aggregate principal amount of $35,275,000 ( such New Water Bonds, New Air Bonds and New Boone County Bonds being hereinafter called collectively the New Bonds); and

WHEREAS, the New Water Bonds are to be issued by the Company to the Ohio Water Development Authority (hereinafter called the Water Authority) to evidence and secure the obligations of the Company to repay the loan of the proceeds of the sale of the Water Project Bonds (as hereinafter defined) made by the Water Authority to the Company, pursuant to a certain Loan Agreement, dated as of August 1, 2005, between the Water Authority and the Company (hereinafter called the Water Pollution Control Agreement), to assist in the refinancing of the Company’s portion of the cost of acquisition, construction and installation of certain waste water facilities and solid waste facilities (as such terms are defined and used in Sections 6121.01 and 6123.01, respectively, of the Ohio Revised Code) installed in connection with: Unit 2 of the Killen Generating Station located in Adams County, Ohio as to which the Company at the date hereof owns an undivided 67% interest as tenant in common with another public utility company, the O. H. Hutchings Generating Station located in Montgomery County, Ohio as to which the Company at the date hereof owns 100% of the station, and the J. M. Stuart Generating Station located in Brown County, Ohio as to which the Company at the date hereof owns an undivided 35% interest as a tenant in common with two other public utility companies (such interests in said facilities being hereinafter called the Water Project); and

WHEREAS, the New Air Bonds are to be issued by the Company to the Ohio Air Quality Development Authority (hereinafter called the Air Authority) to evidence and secure the obligations of the Company to repay the loan of the proceeds of the sale of the Air Project Bonds (as hereinafter defined) made by the Air Authority to the Company, pursuant to a certain Loan Agreement, dated as of August 1, 2005, between the Air Authority and the Company (hereinafter called the Air Pollution Control Agreement), to assist in the refinancing of the Company’s portion of the cost of acquisition, construction and installation of certain air quality facilities (as that term is defined and used in Section 3706.01 of the Ohio Revised Code) installed in connection with: Unit 2 of the Killen Generating Station located in Adams County, Ohio as to which the Company at the date hereof owns an undivided 67% interest as tenant in common with another public utility company, the Walter C. Beckjord Generating Station Unit 6 located in Clermont County, Ohio as to which the Company at the date hereof owns an undivided 50% interest as tenant in common with another public utility company, and the William H. Zimmer Generating Station located in Clermont County, Ohio as to which the Company at the date hereof owns an undivided 28.1% interest as tenant in common with two other public utility companies (such interests in said facilities being hereinafter called the Air Project); and

WHEREAS, the New Boone County Bonds are to be issued by the Company to the Boone County Board of Commissioners (hereinafter called Boone County) to evidence and secure the obligations of the Company to repay the loan of the proceeds of the sale of the Boone County Project Bonds (as hereinafter defined) made by Boone County to the Company, pursuant to a certain Loan Agreement, dated as of August 1, 2005, between Boone County and the Company (hereinafter called the Boone County Pollution Control Agreement), to assist in the refinancing of the Company’s portion of the cost of acquisition, construction and installation of certain solid waste facilities installed in connection with Unit 2 of the East Bend Generating Station located in Boone County, Kentucky as to which the Company at the date hereof owns an undivided 31% interest as tenant in common with another public utility company (such interests in said facilities being hereinafter called the Boone County Project); and

WHEREAS, the loan by the Water Authority in respect of the Water Project is to be funded by the proceeds derived from the sale by the Water Authority of State of Ohio Collateralized Pollution Control Revenue Refunding Bonds, 2005 Series A (The Dayton Power and Light Company Project), in the aggregate principal amount of $41,300,000 (hereinafter called the Water Project Bonds); and

WHEREAS, the loan by the Air Authority in respect of the Air Project is to be funded by the proceeds derived from the sale by the Air Authority of State of Ohio Collateralized Pollution Control Revenue Refunding Bonds, 2005 Series B (The Dayton Power and Light Company Project), in the aggregate principal amount of $137,800,000 (hereinafter called the Air Project Bonds); and

WHEREAS, the loan by Boone County in respect of the Boone County Project is to be funded by the proceeds derived from the sale by Boone County of County of Boone, Kentucky Collateralized Pollution Control Revenue Refunding Bonds, 2005 Series A (The Dayton Power and Light Company Project), in the aggregate principal amount of $35,275,000 (hereinafter called the Boone County Project Bonds); and

WHEREAS, the Water Project Bonds are to be issued under a certain Trust Indenture, dated as of August 1, 2005 (hereinafter called the Water Pollution Control Indenture), between the Water Authority and The Bank of New York, as Trustee (hereinafter in such capacity called the Water Project Bond Trustee), and the New Water Bonds are to be assigned by the Water Authority to the Water Project Bond Trustee as security for the payment of the principal of and interest on the Water Project Bonds and are to be delivered by the Company on behalf of the Water Authority directly to the Water Project Bond Trustee; and

WHEREAS, the Air Project Bonds are to be issued under a certain Trust Indenture, dated as of August 1, 2005 (hereinafter called the Air Pollution Control Indenture), between the Air Authority and The Bank of New York, as Trustee (hereinafter in such capacity called the Air Project Bond Trustee), and the New Air Bonds are to be assigned by the Air Authority to the Air Project Bond Trustee as security for the payment of the principal of and interest on the Air Project Bonds and are to be delivered by the Company on behalf of the Air Authority directly to the Air Project Bond Trustee; and

WHEREAS, the Boone County Project Bonds are to be issued under a certain Trust Indenture, dated as of August 1, 2005 (hereinafter called the Boone County Pollution Control Indenture), between Boone County and The Bank of New York, as Trustee (hereinafter in such capacity called the Boone County Project Bond Trustee), and the New Boone County Bonds are to be assigned by Boone County to the Boone County Project Bond Trustee as security for the payment of the principal of and interest on the Boone County Project Bonds and are to be delivered by the Company on behalf of Boone County directly to the Boone County Project Bond Trustee; and

WHEREAS, the New Bonds and the Trustee’s certificate to be endorsed on all the New Bonds are to be respectively and substantially in the forms established hereby and approved by the aforesaid resolutions, which are substantially in the forms of Exhibits A, B and C hereto, as applicable; and

WHEREAS, at a meeting of the Board of Directors of the Company, the Board of Directors adopted a resolution that authorized officers of the Company to approve the form, terms and provisions of this Forty-Third Supplemental Indenture (including the forms of the New Bonds), and the execution by the Company of a supplemental indenture in such form and having substantially the same form, terms and the provisions as said Thirty-Six Supplemental Indenture; and

WHEREAS, all things necessary to make the New Bonds hereinafter described, when duly authenticated by the Trustee and issued by the Company, valid, binding and legal obligations of the Company, and to make this Indenture a valid and binding agreement supplemental to the First Mortgage as amended, have been done and performed.

NOW, THEREFORE, THIS INDENTURE WITNESSETH

that, in order further to secure the payment of all the Bonds at any time issued and outstanding under the First Mortgage as amended or this Forty-Third Supplemental Indenture according to their tenor, purport and effect, as well the interest thereon as the principal thereof, and further to secure the performance and observance of all the covenants and conditions therein and in the First Mortgage as amended and herein contained, and further to set forth the terms and conditions upon which the New Bonds are to be issued, secured and held, and for and in consideration of the premises and of the acceptance or purchase of the New Bonds by the holders or registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the ensealing and delivery of this Forty-Third Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company has executed and delivered this Forty-Third Supplemental Indenture, and has granted, 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 their assigns forever, and does hereby subject to the lien of the First Mortgage as heretofore and hereby amended all the following described properties (all of which properties are included in and constitute a part of the “mortgaged property” and the “mortgaged and pledged property” as such terms are used and defined in the First Mortgage as heretofore and hereby amended and whenever used in the First Mortgage as heretofore and hereby amended such terms include and refer to such properties), to wit:

ARTICLE IX.

REAL PROPERTY AND INTERESTS IN REAL PROPERTY.

All and singular, all real property and interests in real property acquired by the Company between September 1, 2003, the date of the Forty-Second Supplemental Indenture, and the date of this Forty-Third Supplemental Indenture, and owned by the Company at the latter date.

ARTICLE X.

ELECTRIC GENERATING PLANTS.

All electric generating plants and stations of the Company acquired by it between September 1, 2003, the date of the Forty-Second Supplemental Indenture, and the date of this Forty-Third Supplemental Indenture, and owned by it at the latter date, including all power houses, buildings, structures and works, and the land on which 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 any of them, or occupied, enjoyed or used in connection therewith.

ARTICLE XI.

TRANSMISSION LINES.

All electric overhead and underground transmission lines of the Company acquired by it between September 1, 2003, the date of the Forty-Second Supplemental Indenture, and the date of this Forty-Third 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 all the property forming a part thereof or appertaining thereto, and all service lines extending therefrom, together with all real property, rights-of-way, easements, permits, privileges, franchises, and rights for or relating to the construction, maintenance or operation thereof, through, over, under or upon any private property or any public way within as well as without the corporate limits of any municipal corporation.

ARTICLE XII.

SUBSTATIONS AND SUBSTATION SITES.

All substations and switching stations of the Company acquired by it between September 1, 2003, the date of the Forty-Second Supplemental Indenture, and the date of this Forty-Third Supplemental Indenture, and owned by it at the latter date, for transforming 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 or personal, forming a part of, or

appertaining thereto, or used, occupied or enjoyed in connection with any of such substations and switching stations.

ARTICLE XIII.

ELECTRIC DISTRIBUTION SYSTEMS.

All electric distribution systems of the Company acquired by it between September 1, 2003, the date of the Forty-Second Supplemental Indenture, and the date of this Forty-Third Supplemental Indenture, and owned by it at the latter date, including substations, transformers, switchboards, towers, poles, wires, insulators, conduits, cables, manholes, appliances, devices, equipment and all other property, real or personal, forming a part of or appertaining thereto, or used, occupied or enjoyed in connection with such distribution systems or any of them, together with all rights-of-way, easements, permits, privileges, franchises, and rights in or relating to the construction, maintenance or operation thereof, through, over, under or upon any private property or public ways within as well as without the corporate limits of any municipal corporation.

ARTICLE XIV.

LIQUEFIED PETROLEUM GAS PRODUCTION AND STORAGE FACILITIES.

All additions to liquefied petroleum gas production plants and storage facilities of the Company acquired by it between September 1, 2003, the date of the Forty-Second Supplemental Indenture, and the date of this Forty-Third Supplemental Indenture, and owned by it at the latter date, including all buildings, structures, underground storage caverns, and works, and the land on which the same are situated, and all other lands and easements, rights-of-way, permits, privileges, pipe lines, machinery, equipment, appliances, appurtenances and supplies forming a part of such plants and stations, or any of them, or occupied, enjoyed or used in connection therewith.

ARTICLE XV.

GAS DISTRIBUTION SYSTEMS.

All gas distribution systems of the Company acquired or constructed by it between September 1, 2003, the date of the Forty-Second Supplemental Indenture, and the date of this Forty-Third Supplemental Indenture, and owned by it at the latter date, for distribution of gas, including pipes, mains, conduits, meters, appliances, equipment, and all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed in connection with such distribution systems, or any of them, together with all rights-of-way, easements, permits, privileges, franchises and rights, for or relating to the construction, maintenance or operation thereof, through, over, under or upon any private property or any public streets or highways, within as well as without the corporate limits of any municipal corporation.

ARTICLE XVI.

OFFICE AND DEPARTMENTAL BUILDINGS.

All office and departmental buildings of the Company, including the real estate on which such structures stand, acquired by it between September 1, 2003, the date of the Forty-Second Supplemental Indenture, and the date of this Forty-Third Supplemental Indenture, and owned by it at the latter date, appertaining to, used, occupied or enjoyed in connection with the rendition of public utility service.

ARTICLE XVII.

TELEPHONE LINES.

All telephone lines of the Company acquired by it between September 1, 2003, the date of the Forty-Second Supplemental Indenture, and the date of this Forty-Third Supplemental Indenture, and owned by it at the latter date, used or available for use in the operation of its properties or otherwise.

ARTICLE XVIII.

FRANCHISES.

All and singular the franchises, grants, immunities, privileges and rights of the Company granted to or acquired by it between September 1, 2003, the date of the Forty-Second Supplemental Indenture, and the date of this Forty-Third Supplemental Indenture, and to which it was entitled at the latter date, including all and singular the franchises, grants, immunities, privileges and rights of the Company granted by all municipalities or political subdivisions, and all right, title and interest therein owned by the Company on the date of the execution of this Forty-Third Supplemental Indenture, and all renewals, extensions and modifications of said franchises, grants, immunities, privileges and rights, or any of them, and of all other franchises, grants, immunities, privileges and rights now subject to the lien of the First Mortgage as amended.

ARTICLE XIX.

OTHER REAL ESTATE AND APPURTENANCES.

A. All other real estate and interests in real estate and all other physical electric power and light, gas and other property owned by the Company at the date of execution of this Forty-Third Supplemental Indenture.

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

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

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

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

Together with all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders, rents, issues, income and profits thereof, and all the estate, right, title, interest and claim whatsoever at law or in equity, which the Company now has or which it may hereafter acquire in and to the aforesaid property and every part and parcel thereof.

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

ARTICLE XX.

PROPERTY HEREAFTER TO BECOME SUBJECT TO THE LIEN OF
THE FIRST MORTGAGE AS AMENDED.

A. Any and all property, real, personal and mixed, including franchises, grants, immunities, privileges and rights, which the Company may hereafter acquire or to which it may hereafter become entitled, excepting, however, the following property which is not intended to be subjected to the lien of the First Mortgage: (1) any revenues, earnings, rents, issues, income or profits of the mortgaged property, or any cash (except cash deposited with the Trustee pursuant to any of the provisions of the First Mortgage as heretofore and hereby amended), or any bills, notes or accounts receivable, contracts or choses in action, or any materials or supplies or construction equipment, or any merchandise, equipment or apparatus manufactured or acquired for the purpose of sale or resale in the usual course of business, except in case of the happening of a completed default as defined in Section 1 of Article Twelve of the First Mortgage as heretofore and hereby amended, and following such completed default, in case the Trustee or a receiver or trustee shall enter upon and take possession of the mortgaged property, or (2) in any case, any cars, trucks or other vehicles of any nature for the transportation of personnel, materials or equipment by any means, or any bonds, notes, evidences of indebtedness, shares of stock or other securities, except such as may be specifically subjected to the lien of the First Mortgage as amended.

B. Any and all property of every name and nature, including shares of stock, bonds, other securities or obligations and cars, trucks or other vehicles for the transportation of personnel, materials or equipment by any means, which, from time to time after the execution of this Forty-Third Supplemental Indenture, by delivery or by writing of any kind for the purposes hereof, shall have been conveyed, mortgaged, pledged, assigned or transferred by, or by anyone on behalf of, the Company to the Trustee, which is hereby authorized to receive any property at any and all times, as and for additional security, and also, when and as provided in the First Mortgage as amended as and for substituted security, for the payment of the Bonds to be issued under the First Mortgage as amended, and to hold and apply any and all such property subject to the terms hereof and of the First Mortgage as amended.

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

SUBJECT, HOWEVER, as to property hereby conveyed, to liens for taxes, assessments and other charges levied or to be levied by the State of Ohio and any of the subdivisions thereof for the years 2004 and 2005 and thereafter and, as to any property hereafter acquired by the Company and which may become subject to the lien of the First Mortgage as amended, to any lien or charge thereon existing at the time of the acquisition thereof by the Company;

IN TRUST NEVERTHELESS, upon and subject to the terms, conditions and stipulations hereinafter and in the First Mortgage as amended set forth, for the equal and proportionate benefit and security of the holders from time to time of the Bonds and interest coupons issued and to be issued under the First Mortgage as amended and this and other indentures supplemental thereto, without preference, priority or distinction as to lien or otherwise of any of the Bonds and coupons over any others by reason of priority in time of issue, sale or negotiation thereof or otherwise howsoever, 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 First Mortgage as amended expressed and declared.

Section 20.1

Bonds of the 4.80% Pollution Control Series 2005-A Due 2034 and Issue Thereof .

(a) There shall be a series of Bonds designated “4.80% Pollution Control Series 2005-A Due 2034”, each of which shall bear the descriptive title First Mortgage Bond. The aggregate principal amount of the New Water Bonds which may be outstanding under the First Mortgage as amended and this Forty-Third Supplemental Indenture shall be limited to $41,300,000, except as provided in Section 9 of Article Two of the First Mortgage as amended.

(b) Upon the execution and delivery of this Forty-Third Supplemental Indenture and upon delivery of $41,300,000 aggregate principal amount of the New Water Bonds, executed by the Company, and upon compliance by the Company with the provisions of Article Five, Article Six or Article Seven or any or all of said Articles, as the case may be, of the First Mortgage as amended, the Trustee shall, without awaiting the filing or recording of this Forty-Third Supplemental Indenture, authenticate the New Water Bonds and deliver the New Water Bonds as provided in said Article Five, Article Six or Article Seven.

(c) The New Water Bonds shall be dated as provided in Section 3 of Article Two of the First Mortgage as amended; shall mature on January 1, 2034; and shall bear interest from August 17, 2005 as provided in said Section 3 of Article Two at the rate of four and eighty hundredths per centum (4.80%) per annum until paid or redeemed as hereinafter provided, payable on January 1, 2006 and thereafter semi-annually on each January 1 and July 1, and on the maturity date, to the Bondholders in whose names such New Water Bonds are registered at the close of business on the Business Day immediately preceding such January 1 or July 1, except that if the Company shall default in the payment of any installment of interest on any New Water Bonds, such interest in default shall be paid to the Bondholders in whose names the New Water Bonds are registered at the close of business on a date established for the payment of such defaulted interest by the Company in any lawful manner. The New Water Bonds shall be payable as to both principal and interest in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, at the office or agency of the Company in the Borough of Manhattan, The City of New York. The amount of

interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which principal or interest is payable on the New Water Bonds is not a Business Day (as defined below), the payment of the principal or interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. “Business Day” means any day, other than a Saturday or Sunday, or a day on which banking institutions or trust companies in The City of New York are generally authorized or required by law, regulation or executive order to remain closed or a day on which the corporate trust office of the Trustee is closed for business.

(d) The New Water Bonds shall be issued in denominations of $5,000 and any integral multiple of $5,000.

Whenever any New Water Bond or New Water Bonds shall be surrendered at the office or agency of the Company in said Borough of Manhattan for exchange for a New Water Bond or New Water Bonds of other authorized denomination or denominations, the Company shall execute, and the Trustee shall authenticate and deliver, upon cancellation of the New Water Bond or New Water Bonds so surrendered, a New Water Bond or New Water Bonds of such other authorized denomination or denominations of like aggregate principal amount as the Bondholder making the exchange shall have requested and shall be entitled to receive. On presentation of any New Water Bond which is to be redeemed pursuant to the provisions of Section 5 of this Article One in part only, the Company shall execute, and the Trustee shall authenticate and deliver, a New Water Bond or New Water Bonds in principal amount equal to the unredeemed portion of the New Water Bond so presented.

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

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

Until definitive New Water Bonds shall be ready for delivery, the Company may execute and, upon request of the Company, the Trustee shall authenticate and deliver, in lieu of such definitive New Water Bonds but subject to the same provisions, limitations and conditions except as to the denominations thereof, temporary printed or lithographed New Water Bonds as provided in Section 8 of Article Two of the First Mortgage as amended. Such temporary New Water Bonds shall be exchangeable for definitive New Water Bonds, when ready for delivery, in the manner provided in the First Mortgage as amended, and shall in all other respects be subject to and entitled to the benefits of the terms and provisions and lien of this Forty-Third Supplemental Indenture, and the terms and provisions and lien of the First Mortgage as amended as therein provided.

(e) The New Water Bonds shall be subject to mandatory redemption by the Company prior to maturity at any time in whole or in part at a redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the redemption date, upon receipt by the Trustee of notice from the Water Project Bond Trustee to the effect that (a) the Company is required to deliver moneys to the Water Project Bond Trustee for the redemption of the Water

Project Bonds in whole or in part, as the case may be, as provided in Section 6.3 of the Water Pollution Control Agreement and (b) an equivalent principal amount of the Water Project Bonds are being concurrently called for redemption. Said notice shall specify the redemption date of such New Water Bonds (which redemption date shall be the same date as the redemption date specified in said notice for the Water Project Bonds being currently redeemed). Any such redemption shall be made upon the notice and in the manner provided in this Article One, subject to the provisions of the First Mortgage as amended.

(f) The New Water Bonds shall be subject to redemption, at the option of the Company, prior to maturity at any time, in whole or in part, at a redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the redemption date, upon receipt by the Trustee of an officers’ certificate to the effect that (a) the Company has given notice to the Water Project Bond Trustee that the Company is exercising its option to direct the redemption of Water Project Bonds in whole or in part, as provided in Section 6.2 of the Water Pollution Control Agreement and (b) an equivalent principal amount of New Water Project Bonds are being concurrently called for redemption. Such officers’ certificate shall have attached to it a copy of said notice to the Water Project Bond Trustee and shall specify the redemption date of such New Water Bonds (which redemption date shall be not less than 45 days (unless a shorter period shall be acceptable to the Trustee) after the date of the mailing of such certificate and shall be the same date as the redemption date specified in said attached notice for the Water Project Bonds being concurrently redeemed). Any such redemption shall be made upon the notice, which may be conditional as provided in Section 8 of this Article One, and in the manner provided in this Article One, subject to the provisions of the First Mortgage as amended.

(g) The New Water Bonds shall also be subject to redemption prior to maturity, at the option of the Company, in whole or in part, at anytime on or after July 1, 2015, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date.

Prior to any such redemption, the Trustee shall have received an officers’ certificate to the effect that (a) the Company has given notice to the Water Project Bond Trustee that the Company is exercising its option to deliver moneys to the Water Project Bond Trustee for the redemption of Water Project Bonds in whole or in part, as the case may be, as provided in Section 6.1 of the Water Pollution Control Agreement and (b) an equivalent principal amount of Water Project Bonds are being concurrently called for redemption. Such officers’ certificate shall specify the principal amount of New Water Bonds to be redeemed, shall have attached to it a copy of said notice to the Water Project Bond Trustee and shall specify the redemption date of such New Water Bonds (which redemption date shall be not less than 45 days (unless a shorter time period shall be acceptable to the Trustee) after the date of the mailing of such certificate and shall be the same date as the redemption date specified in said attached notice for the Water Project Bonds being concurrently redeemed). Any such redemption shall be made upon the notice, which may be conditional as provided in Section 8 of this Article One, and in the manner provided in this Article One, subject to the provisions of the First Mortgage as amended.

(h) Subject to the provisions of the First Mortgage as amended, written notice of redemption of the New Water Bonds pursuant to any of Sections 5, 6 or 7 of this Article One shall be given by the Trustee by mailing, first class postage prepaid, or delivering by hand to the registered owner of such New Water Bonds to be redeemed a notice of such redemption at its last address as it shall appear upon the books of the Company for the registration and transfer of such New Water Bonds. Any notice of redemption pursuant to said Sections 5, 6 or 7 shall be mailed or delivered by hand as least 30 days and not earlier than 60 days before the redemption

date; provided, however, that the registered owner or owners of all New Water Bonds may consent in writing to a shorter notice period, and such consent, if filed with the Trustee, shall be binding upon the Company and such registered owners and their transferees. In the case of any notice of redemption of New Water Bonds pursuant to said Sections 6 or 7, such notice shall state that such redemption is conditional to the same extent and with the same effect, if any, as the notice of redemption of the Water Project Bonds being concurrently redeemed.

(i) In the event any Water Project Bonds shall be purchased by the Company and surrendered by the Company to the Water Project Bond Trustee for cancellation or shall be otherwise surrendered to the Water Project Bond Trustee for cancellation pursuant to the Water Pollution Control Indenture (except upon exchange for other Water Project Bonds), New Water Bonds equivalent in principal amount to the Water Project Bonds so surrendered shall be deemed to have been paid, but only when and to the extent that (a) such payment of the principal amount of such New Water Bonds shall be noted by an agency of the Company on the schedule of payments on such New Water Bonds and (if such agency is not the Trustee) written notice by such agency of such notation shall have been received by the Trustee or (b) such New Water Bonds shall have been surrendered to and cancelled by the Trustee as provided in Section 11 of this Article One.

(j) In the event and to the extent the principal of or interest on any Water Project Bonds shall be paid out of funds held by the Water Project Bond Trustee or out of any other funds or shall otherwise be deemed to be paid, an equal amount of principal or interest, as the case may be, payable with respect to an aggregate principal amount of New Water Bonds equal to an aggregate principal amount of such Water Project Bonds shall be deemed to have been paid, but, in the case of such payment of principal of such New Water Bonds, only when and to the extent that (a) such payment of the principal amount thereof shall be noted by any agency of the Company on the schedule of payments on such New Water Bonds and (if such agency is not the Trustee) written notice by such agency of such notation shall have been received by the Trustee or (b) such New Water Bonds shall have been surrendered to and cancelled by the Trustee as provided in Section 11 of this Article One.

(k) When payment of any principal amount of a New Water Bond is made as provided in Section 9 or 10 of this Article One, the registered owner thereof shall surrender it to an agency of the Company for notation and notification or to the Trustee for cancellation as provided in such Section. All New Water Bonds deemed to have been paid in full as provided in Section 9 or 10 of this Article One shall be surrendered to the Trustee for cancellation and the Trustee shall forthwith cancel the same. In the event that part of a New Water Bond shall be deemed to have been paid as provided in said Section 9 or 10, the registered owner may at its option surrender such New Water Bond to the Trustee for cancellation, in which event the Trustee shall cancel such New Water Bond and the Company shall execute and the Trustee shall authenticate and deliver, without charge to the registered owner, New Water Bonds in such authorized denominations as shall be specified by the registered owner in an aggregate principal amount equal to the unpaid balance of the principal amount of such surrendered New Water Bond.

(l) Except as in this Forty-Third Supplemental Indenture otherwise provided with respect to any matter or question, the provisions of Article Ten of the First Mortgage as amended shall be applicable in the case of the redemption of all or any part of the New Water Bonds at any time outstanding. The term “officers’ certificate as used in this Article One shall mean a certificate signed by the President or a Vice President and any other Vice

President, the Treasurer, Assistant Treasurer, the Secretary or Assistant Secretary or any other officer of the Company.

SECTION 13. The New Water Bonds shall be in fully registered form only. The form of the New Water Bonds, and of the Trustee’s certificate of authentication thereon, shall be substantially as set forth in Exhibit A.

Section 20.2

Bonds of the 4.80% pollution control Series 2005-B Due 2034 and Issue Thereof .

(a) There shall be a series of Bonds designated “4.80% Pollution Control Series 2005-B Due 2034”, each of which shall bear the descriptive title First Mortgage Bond. The aggregate principal amount of New Air Bonds which may be outstanding under the First Mortgage as amended and this Forty-Third Supplemental Indenture shall be limited to $137,800,000, except as provided in Section 9 of Article Two of the First Mortgage as amended.

(b) Upon the execution and delivery of this Forty-Third Supplemental Indenture and upon delivery of $137,800,000 aggregate principal amount of the New Air Bonds, executed by the Company, and upon compliance by the Company with the provisions of Article Five, Article Six or Article Seven or any or all of said Articles, as the case may be, of the First Mortgage as amended, the Trustee shall, without awaiting the filing or recording of this Forty-Third Supplemental Indenture, authenticate the New Air Bonds and deliver the New Air Bonds as provided in said Article Five, Article Six or Article Seven.

(c) The New Air Bonds shall be dated as provided in Section 3 of Article Two of the First Mortgage as amended; shall mature on January 1, 2034,; and shall bear interest from August 17, 2005 as provided in said Section 3 of Article Two at the rate of four and eighty hundredths per centum (4.80%) per annum until paid or redeemed as hereinafter provided, payable on January 1, 2006 and thereafter semi-annually on each January 1 and July 1, and on the maturity date, to the Bondholders in whose names such New Air Bonds are registered at the close of business on the Business Day immediately preceding such January 1 or July 1, except that if the Company shall default in the payment of any installment of interest on any New Air Bonds, such interest in default shall be paid to the Bondholders in whose names the New Air Bonds are registered at the close of business on a date established for the payment of such defaulted interest by the Company in any lawful manner. The New Air Bonds shall be payable as to both principal and interest in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, at the office or agency of the Company in the Borough of Manhattan, The City of New York. The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which principal or interest is payable on the New Air Bonds is not a Business Day (as defined below), the payment of the principal or interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. “Business Day” means any day, other than a Saturday or Sunday, or a day on which banking institutions or trust companies in The City of New York are

generally authorized or required by law, regulation or executive order to remain closed or a day on which the corporate trust office of the Trustee is closed for business.

(d) The New Air Bonds shall be issued in denominations of $5,000 and any integral multiple of $5,000.

Whenever any New Air Bond or New Air Bonds shall be surrendered at the office or agency of the Company in said Borough of Manhattan for exchange for a New Air Bond or New Air Bonds of other authorized denomination or denominations, the Company shall execute, and the Trustee shall authenticate and deliver, upon cancellation of the New Air Bond or New Air Bonds so surrendered, a New Air Bond or New Air Bonds of such other authorized denomination or denominations of like aggregate principal amount as the Bondholder making the exchange shall have requested and shall be entitled to receive. On presentation of any New Air Bond which is to be redeemed pursuant to the provisions of Section 5 of this Article Two in part only, the Company shall execute, and the Trustee shall authenticate and deliver, a New Air Bond or New Air Bonds in principal amount equal to the unredeemed portion of the New Air Bond so presented.

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

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

Until definitive New Air Bonds shall be ready for delivery, the Company may execute and, upon request of the Company, the Trustee shall authenticate and deliver, in lieu of such definitive New Air Bonds but subject to the same provisions, limitations and conditions except as to the denominations thereof, temporary printed or lithographed New Air Bonds as provided in Section 8 of Article Two of the First Mortgage as amended. Such temporary New Air Bonds shall be exchangeable for definitive New Air Bonds, when ready for delivery, in the manner provided in the First Mortgage as amended, and shall in all other respects be subject to and entitled to the benefits of the terms and provisions and lien of this Forty-Third Supplemental Indenture, and the terms and provisions and lien of the First Mortgage as amended as therein provided.

(e) The New Air Bonds shall be subject to mandatory redemption by the Company prior to maturity at any time in whole or in part at a redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the redemption date, upon receipt by the Trustee of notice from the Air Project Bond Trustee to the effect that (a) the Company is required to deliver moneys to the Air Project Bond Trustee for the redemption of the Air Project Bonds in whole or in part, as the case may be, as provided in Section 6.3 of the Air Pollution Control Agreement and (b) an equivalent principal amount of Air Project Bonds are being concurrently called for redemption. Said notice shall specify the redemption date of such New Air Bonds (which redemption date shall be the same date as the redemption date specified in said notice for the Air Project Bonds being currently redeemed). Any such redemption shall be made upon the notice and in the manner provided in this Article Two, subject to the provisions of the First Mortgage as amended.

(f) The New Air Bonds shall be subject to redemption, at the option of the Company, prior to maturity at any time, in whole or in part, at a redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the redemption date, upon receipt by the Trustee of an officers’ certificate to the effect that (a) the Company has given notice to the Air Project Trustee that the Company is exercising its option to direct the redemption of Air Project Bonds in whole or in part, as provided in Section 6.2 of the Air Pollution Control Agreement and (b) an equivalent principal amount of New Air Project Bonds are being concurrently called for redemption. Such officers’ certificate shall have attached to it a copy of said notice to the Air Project Bond Trustee and shall specify the redemption date of such New Air Bonds (which redemption date shall be not less than 45 days (unless a shorter period shall be acceptable to the Trustee) after the date of the mailing of such certificate and shall be the same date as the redemption date specified in said attached notice for the Air Project Bonds being concurrently redeemed). Any such redemption shall be made upon the notice, which may be conditional as provided in Section 8 of this Article Two, and in the manner provided in this Article Two, subject to the provisions of the First Mortgage as amended.

(g) The New Air Bonds shall also be subject to redemption prior to maturity, at the option of the Company, in whole or in part, at anytime on or after July 1, 2015, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date.

Prior to any such redemption, the Trustee shall have received an officers’ certificate to the effect that (a) the Company has given notice to the Trustee that the Company is exercising its option to deliver moneys to the Air Project Bond Trustee for the redemption of Air Project Bonds in whole or in part, as the case may be, as provided in Section 6.1 of the Air Pollution Control Agreement and (b) an equivalent principal amount of Air Project Bonds are being concurrently called for redemption. Such officers’ certificate shall specify the principal amount of the New Air Bonds to be redeemed, shall have attached to it a copy of said notice to the Air Project Bond Trustee and shall specify the redemption date of such New Air Bonds (which redemption date shall be not less than 45 days (unless a shorter period shall be acceptable to the Trustee) after the date of the mailing of such certificate and shall be the same date as the redemption date specified in said attached notice for the Air Project Bonds being concurrently redeemed). Any such redemption shall be made upon the notice, which may be conditional as provided in Section 8 of this Article Two, and in the manner provided in this Article Two, subject to the provisions of the First Mortgage as amended.

(h) Subject to the provisions of the First Mortgage as amended, written notice of redemption of the New Air Bonds pursuant to any of Sections 5, 6 or 7 of this Article Two shall be given by the Trustee by mailing, first class postage prepaid, or delivering by hand to the registered owner of such New Air Bonds to be redeemed a notice of such redemption at its last address as it shall appear upon the books of the Company for the registration and transfer of such New Air Bonds. Any notice of redemption pursuant to said Sections 5, 6 or 7 shall be mailed or delivered by hand as least 30 days and not earlier than 60 days before the redemption date; provided, however, that the registered owner or owners of all New Air Bonds may consent in writing to a shorter notice period, and such consent, if filed with the Trustee, shall be binding upon the Company and such registered owners and their transferees. In the case of any notice of redemption of New Air Bonds pursuant to said Sections 6 or 7, such notice shall state that such redemption is conditional to the same extent and with the same effect, if any, as the notice of redemption of the Air Project Bonds being concurrently redeemed.

(i) In the event any Air Project Bonds shall be purchased by the Company and surrendered by the Company to the Air Project Bond Trustee for cancellation or shall be otherwise surrendered to the Air Project Bond Trustee for cancellation pursuant to the Air Pollution Control Indenture (except upon exchange for other Air Project Bonds), New Air Bonds equivalent in principal amount to the Air Project Bonds so surrendered shall be deemed to have been paid, but only when and to the extent that (a) such payment of the principal amount of such New Air Bonds shall be noted by an agency of the Company on the schedule of payments on such New Air Bonds and (if such agency is not the Trustee) written notice by such agency of such notation shall have been received by the Trustee or (b) such New Air Bonds shall have been surrendered to and cancelled by the Trustee as provided in Section 11 of this Article Two.

(j) In the event and to the extent the principal of or interest on any Air Project Bonds shall be paid out of funds held by the Air Project Bond Trustee or out of any other funds or shall otherwise be deemed to be paid, an equal amount of principal or interest, as the case may be, payable with respect to an aggregate principal amount of New Air Bonds equal to an aggregate principal amount of such Air Project Bonds shall be deemed to have been paid, but, in the case of such payment of principal of such New Air Bonds, only when and to the extent that (a) such payment of the principal amount thereof shall be noted by any agency of the Company on the schedule of payments on such New Air Bonds and (if such agency is not the Trustee) written notice by such agency of such notation shall have been received by the Trustee or (b)&n

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