SERVICES AGREEMENT ------------------ This Agreement is made as of July 1, 2000, among PPL Corporation ("PPL"), PPL Energy Funding Corporation and its direct and indirect subsidiaries in various tiers, PPL Capital Funding, Inc., PPL Gas Utilities...Services Agreement • December 7th, 2001 • PPL Energy Supply LLC • Pennsylvania
EXHIBIT 3.2 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 7th, 2001 • PPL Energy Supply LLC • Delaware
October 19, 2001 Morgan Stanley & Co. Incorporated, Barclays Capital Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc.,...Registration Rights Agreement • December 7th, 2001 • PPL Energy Supply LLC • New York
by and betweenPurchase and Sale Agreement • September 9th, 2002 • PPL Energy Supply LLC • Electric services • New York
ISSUER TOIndenture • December 7th, 2001 • PPL Energy Supply LLC • New York
PPL ENERGY SUPPLY, LLC, ISSUER TO JPMORGAN CHASE BANK, N.A., (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK), TRUSTEESupplemental Indenture • September 9th, 2005 • PPL Energy Supply LLC • Electric services
PPL ENERGY SUPPLY, LLC ISSUER TO THE CHASE MANHATTAN BANK, AS TRUSTEESupplemental Indenture • December 7th, 2001 • PPL Energy Supply LLC
LG&E AND KU ENERGY LLC $400,000,000 Senior Notes, 2.125% Series Due 2015 $475,000,000 Senior Notes, 3.750% Series Due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • New York
LG&E and KU Energy LLC, a limited liability company organized under the laws of the Commonwealth of Kentucky (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”) and the other several purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the "Initial Purchasers"), for whom Credit Suisse and BofA Merrill Lynch are acting as representatives, upon the terms set forth in a purchase agreement dated November 8, 2010 (the "Purchase Agreement"), U.S. $400,000,000 principal amount of its Senior Notes, 2.125% Series due 2015 (the “2015 Notes”) and U.S. $475,000,000 principal amount of its Senior Notes, 3.750% Series due 2020 (the “2020 Notes” and, collectively with the 2015 Notes, the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, dated as of November 1, 2010 as supplemented by Supplemental Indent
WPD HOLDINGS UK and BANKERS TRUST COMPANY, as Trustee, Principal Paying Agent, and Transfer Agent and DEUTSCHE BANK LUXEMBOURG S.A., as Paying and Transfer Agent INDENTURE Dated as of March 16, 2001 Debt SecuritiesIndenture • February 26th, 2010 • PPL Energy Supply LLC • Electric services • New York
PPL ENERGY SUPPLY, LLC UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2008 • PPL Energy Supply LLC • Electric services • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of July 28, 2014 among PPL ELECTRIC UTILITIES CORPORATION, as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,...Revolving Credit Agreement • July 31st, 2014 • PPL Energy Supply LLC • Electric services • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2015 • PPL Energy Supply LLC • Electric services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 19, 2015, by and among PPL Energy Supply, LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and Citigroup Global Markets Inc., BNP Paribas Securities Corp, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the other several initial purchasers named in Section 3 of the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 6.500% Senior Notes due 2025 (the “Initial Notes”) pursuant to the Purchase Agreement.
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDMENT NO. 1 TO LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
FIVE-YEAR CREDIT AGREEMENT dated as of December 15, 2005 among PPL ENERGY SUPPLY, LLC, THE LENDERS FROM TIME TO TIME PARTY HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent and Issuing Lender, CITIBANK, N.A., as Syndication Agent,...Credit Agreement • December 21st, 2005 • PPL Energy Supply LLC • Electric services • New York
FIVE-YEAR CREDIT AGREEMENT (this “Agreement”) dated as of December 15, 2005 among PPL ENERGY SUPPLY, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Lender, CITIBANK, N.A., as Syndication Agent, WACHOVIA CAPITAL MARKETS, LLC and CITIGROUP GLOBAL MARKETS, INC., as Joint Lead Arrangers, and BARCLAYS BANK PLC, JPMORGAN CHASE BANK and BNP PARIBAS , as Documentation Agents.
THIRD AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT dated as of May 4, 2007 among PPL ELECTRIC UTILITIES CORPORATION, THE LENDERS FROM TIME TO TIME PARTY HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and...Five-Year Credit Agreement • May 9th, 2007 • PPL Energy Supply LLC • Electric services • New York
THIRD AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (this “Agreement”) dated as of May 4, 2007 among PPL ELECTRIC UTILITIES CORPORATION, a Pennsylvania corporation (the “Borrower”), the LENDERS party hereto from time to time, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender, BARCLAYS BANK PLC and CITIBANK, N.A., as Syndication Agents, WACHOVIA CAPITAL MARKETS, LLC and BARCLAYS CAPITAL (the investment banking division of Barclays Bank PLC), as Joint Lead Arrangers, and JPMORGAN CHASE BANK and MORGAN STANLEY BANK, as Documentation Agents.
CREDIT AGREEMENT among PPL ENERGY SUPPLY, LLC (to be renamed TALEN ENERGY SUPPLY, LLC), VARIOUS LENDERS, and CITIBANK, N.A., as ADMINISTRATIVE AGENT Dated as of June 1, 2015 CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC, MORGAN STANLEY...Credit Agreement • June 2nd, 2015 • PPL Energy Supply LLC • Electric services
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 1, 2015 among PPL ENERGY SUPPLY, LLC (to be renamed TALEN ENERGY SUPPLY, LLC) (the “Borrower”), a Delaware limited liability company, CITIBANK, N.A., as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”) and as collateral trustee (in such capacity, including any permitted successor thereto, the “Collateral Trustee”) under the Credit Documents (as defined below), and each Lender and each Issuing Lender (such terms having the meanings assigned in Section 1 hereto) from time to time party hereto.
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of July 28, 2014 among LOUISVILLE GAS AND ELECTRIC COMPANY, as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,...Revolving Credit Agreement • July 31st, 2014 • PPL Energy Supply LLC • Electric services • New York
TABLE OF CONENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II THE CREDITS 16 Section 2.01 Commitments to Lend 16 Section 2.02 Swingline Loans 16 Section 2.03 Notice of Borrowings 17 Section 2.04 Notice to Lenders; Funding of Revolving Loans and Swingline Loans 18 Section 2.05 Noteless Agreement; Evidence of Indebtedness 19 Section 2.06 Interest Rates 19 Section 2.07 Fees 21 Section 2.08 Adjustments of Commitments 22 Section 2.09 Maturity of Loans; Mandatory Prepayments 25 Section 2.10 Optional Prepayments and Repayments 26 Section 2.11 General Provisions as to Payments 26 Section 2.12 Funding Losses 26 Section 2.13 Computation of Interest and Fees 27 Section 2.14 Basis for Determining Interest Rate Inadequate, Unfair or Unavailable 27 Section 2.15 Illegality 27 Section 2.16 Increased Cost and Reduced Return 28 Section 2.17 Taxes 29 Section 2.18 Base Rate Loans Substituted for Affected Euro-Dollar Loans 31 Section 2.19 Increases in Commitments 32 Section 2.20 Defau
SERIES 2009B EXEMPT FACILITIES LOAN AGREEMENT Between PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY and PPL ENERGY SUPPLY, LLC Dated as of April 1, 2009Exempt Facilities Loan Agreement • April 9th, 2009 • PPL Energy Supply LLC • Electric services • Pennsylvania
SERIES 2009B EXEMPT FACILITIES LOAN AGREEMENT dated as of April 1, 2009 (the “Agreement”) between PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY (the “Authority”) and PPL ENERGY SUPPLY, LLC (together with permitted successors and assigns, the “Company”).
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of September 8, 2009 among PPL ENERGY SUPPLY, LLC, THE LENDERS FROM TIME TO TIME PARTY HERETO and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO SECURITIES, LLC, BANC OF...364-Day Credit Agreement • September 11th, 2009 • PPL Energy Supply LLC • Electric services • New York
September 26, 2013Facility Lease Agreement • September 27th, 2013 • PPL Energy Supply LLC • Electric services • New York
Reference is made to that certain Letter Agreement dated May 14, 2013 (the “Original Letter Agreement”), relating to the contemplated termination of the Facility Lease Agreement (NC 1/2), dated as of July 20, 2000 (as the same may be amended, restated or otherwise modified from time to time, the “Facility Lease”), by and among Montana OL1 LLC, a Delaware limited liability company (the “Owner Lessor”), and PPL Montana, LLC, a Delaware limited liability company (“PPL Montana”). This letter agreement amends, restates and supersedes the Original Letter Agreement in its entirety. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Facility Lease.
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as March 1, 2007 Amended and Restated as of...Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
COUNTY OF MUHLENBERG, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky Corporation LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of February 1, 2002Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
This LOAN AGREEMENT, dated as of February 1, 2002, by and between the COUNTY OF MUHLENBERG, KENTUCKY, a public body corporate and politic duly created and existing as a County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and KENTUCKY UTILITIES COMPANY, a corporation organized and existing under the laws of Kentucky and Virginia;
GUARANTYGuaranty • June 6th, 2016 • Talen Energy Supply, LLC • Electric services • Pennsylvania
THIS GUARANTY (this “Guaranty”) is executed as of June 2, 2016, by the undersigned subsidiaries (each a “Guarantor” and, collectively, the “Guarantors”) of TALEN ENERGY SUPPLY, LLC (formerly known as PPL Energy Supply, LLC), a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”), for the benefit of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee under the Indenture described below (the “Trustee”).
COLLATERAL TRUST AND INTERCREDITOR AGREEMENT Dated as of June 1, 2015 Among PPL ENERGY SUPPLY, LLC, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A., as Collateral Trustee, and EACH...Collateral Trust and Intercreditor Agreement • June 2nd, 2015 • PPL Energy Supply LLC • Electric services • New York
This COLLATERAL TRUST AND INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of June 1, 2015, and entered into by and among PPL ENERGY SUPPLY, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors (as defined below), CITIBANK, N.A., in its capacity as collateral trustee for the First-Lien Secured Parties (as defined below), CITIBANK, N.A., as Administrative Agent (as defined below) and each of the other Persons (as defined below) party hereto from time to time in accordance with the terms hereof. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
PPL CORPORATION as Collateral Agent and Securities Intermediary and THE BANK OF NEW YORK MELLON, as Purchase Contract Agent PLEDGE AGREEMENT Dated as ofPledge Agreement • March 25th, 2009 • PPL Energy Supply LLC • Electric services • New York
PLEDGE AGREEMENT, dated as of , among PPL CORPORATION, a Pennsylvania corporation (the “Company”), , as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC (as defined herein) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Securities (in such capacity, together with its successors in such capacity, the “Purchase Contract Agent”) under the Purchase Contract Agreement.
COUNTY OF TRIMBLE, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDMENT NO. 1 TO LOAN AGREEMENT IN CONNECTION WITH ENVIRONMENTAL FACILITIES Dated as of September 1, 2010Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
COUNTY OF TRIMBLE, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of November 1, 2001Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
This LOAN AGREEMENT, dated as of November 1, 2001, by and between the COUNTY OF TRIMBLE, KENTUCKY, a public body corporate and politic duly created and existing as a County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of Kentucky;
AGREEMENTChange in Control Agreement • August 4th, 2009 • PPL Energy Supply LLC • Electric services • Pennsylvania
WHEREAS, the Company considers it essential to the best interests of its shareowners to foster the continued employment of key management personnel; and
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of May 1, 2000 Amended and Restated as...Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
This AMENDED AND RESTATED LOAN AGREEMENT, dated as of May 1, 2000, amended and restated as of September 1, 2008, by and between the LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY, the governmental successor in interest by operation of law to the County of Jefferson, Kentucky, being a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of Kentucky;
AGREEMENT AND PLAN OF MERGER Dated as of June 2, 2016 by and among RPH PARENT LLC, SPH PARENT LLC, CRJ PARENT LLC, RJS MERGER SUB INC. and TALEN ENERGY CORPORATIONMerger Agreement • June 6th, 2016 • Talen Energy Supply, LLC • Electric services • New York
This AGREEMENT AND PLAN OF MERGER, dated as of June 2, 2016 (this “Agreement”), is entered into by and among RPH Parent LLC, a Delaware limited liability company (“RPH”), SPH Parent LLC, a Delaware limited liability company (“SPH”), CRJ Parent LLC, a Delaware limited liability company (“CRJ”) (each of RPH, SPH and CRJ, a “Parent” and collectively, “Parent”), RJS Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Talen Energy Corporation, a Delaware corporation (the “Company”). Defined terms used herein have the meanings set forth in Section 8.13.
POLLUTION CONTROL FACILITIES LOAN AGREEMENT Dated as of May 1, 2005 Between LEHIGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY and PPL ELECTRIC UTILITIES CORPORATIONPollution Control Facilities Loan Agreement • August 4th, 2005 • PPL Energy Supply LLC • Electric services
POLLUTION CONTROL FACILITIES LOAN AGREEMENT, dated as of May 1, 2005 (the “Agreement”), between the LEHIGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the “Issuer”) and PPL ELECTRIC UTILITIES CORPORATION (the “Company”):
PPL CORPORATION and THE BANK OF NEW YORK MELLON, as Purchase Contract Agent and Trustee PURCHASE CONTRACT AGREEMENT Dated as ofPurchase Contract Agreement • March 25th, 2009 • PPL Energy Supply LLC • Electric services • New York
PURCHASE CONTRACT AGREEMENT, dated as of , , between PPL CORPORATION, a Pennsylvania corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, acting as purchase contract agent, attorney-in-fact and trustee for the Holders of Securities from time to time (the “Purchase Contract Agent”).
ContractLoan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
Talen Energy Stock Incentive Plan Form of Performance Unit AgreementPerformance Unit Agreement • June 2nd, 2015 • PPL Energy Supply LLC • Electric services • Delaware
PERFORMANCE UNIT AGREEMENT (the “Agreement”) dated as of the Date of Grant set forth in the Notice of Grant (as defined below), by and between Talen Energy Corporation, a Delaware corporation (the “Company”), and the participant whose name appears on the Notice of Grant (the “Participant”).
AMENDMENT NO. 5 TO THE CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 8th, 2011 • PPL Energy Supply LLC • Electric services • New York
This AMENDMENT NO. 5 TO THE CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of July 26, 2011, is by and among PPL RECEIVABLES CORPORATION, as Borrower (the “Borrower”), PPL ELECTRIC UTILITIES CORPORATION, as Servicer (the “Servicer”), VICTORY RECEIVABLES CORPORATION (“Victory”), as a Lender, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Liquidity Bank (in such capacity, the “Liquidity Bank”) and as Agent (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement (as defined below), including terms and definitions incorporated by reference therein.
