REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2024 • Talen Energy Corp • Electric services • New York
This Registration Rights Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of May 17, 2023, by and among Talen Energy Corporation, a Delaware corporation (the “Company”), the undersigned holders of Registrable Securities (as defined below), and such other holders of Registrable Securities that join this Agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Holders.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2024 • Talen Energy Corp • Electric services
This Employment Agreement (“Agreement”) is made and entered into by and between Talen Energy Corporation, a Delaware corporation (the “Company”), and Brad Berryman (“Employee”) effective as of June 26, 2023 (the “Effective Date”).
Talen Energy Stock Incentive Plan Performance Unit AgreementPerformance Unit Agreement • October 29th, 2015 • Talen Energy Corp • 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”).
CREDIT AGREEMENT Dated as of May 17, 2023 among TALEN ENERGY SUPPLY, LLC, as the Borrower, The Several Lenders and L/C Issuers from Time to Time Parties Hereto, CITIBANK, N.A., as Administrative Agent and Collateral Agent and CITIBANK, N.A., BMO...Credit Agreement • June 20th, 2024 • Talen Energy Corp • Electric services • New York
This CREDIT AGREEMENT, is entered into as of May 17, 2023, by and among TALEN ENERGY SUPPLY, LLC (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CITIBANK, N.A., as Administrative Agent and Collateral Agent, and CITIBANK, N.A., BMO CAPITAL MARKETS CORP., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, RBC CAPITAL MARKETS, LLC, MUFG BANK, LTD., CREDIT SUISSE LOAN FUNDING LLC and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners (each as defined herein).
LIMITED GUARANTEELimited Guarantee • July 1st, 2016 • Talen Energy Corp • Electric services • Delaware
THIS LIMITED GUARANTEE, dated as of June 2, 2016 (this “Limited Guarantee”), is entered into by Riverstone Global Energy and Power Fund V (FT), L.P. (“Guarantor”) in favor of Talen Energy Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Merger Agreement (as defined below).
SUPPLEMENTAL INDENTURE -Supplemental Indenture • June 20th, 2024 • Talen Energy Corp • Electric services
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 17, 2023, among the subsidiary guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), Talen Energy Supply, LLC, a Delaware limited liability company (the “Issuer”), the other Subsidiary Guarantors (as defined in the Indenture, as defined below) and Wilmington Savings Fund Society, FSB, as trustee under the Indenture (the “Trustee”).
textually in the same manner as the following example: double-underlined text) as set forth in the Amended Credit Agreement attached hereto as Exhibit A; 2. Schedule 10.1 of the Credit Agreement is hereby amended and restated in its entirety in the...Credit Agreement • December 13th, 2024 • Talen Energy Corp • Electric services • New York
TALEN ENERGY CORPORATION STOCKHOLDERS AGREEMENTStockholders Agreement • June 20th, 2024 • Talen Energy Corp • Electric services • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of May 17, 2023, by and among Talen Energy Corporation, a Delaware corporation (the “Company”), and all of the stockholders of the Company who were issued shares of Common Stock pursuant to the Plan (including via the Rights Offering (as defined in the Plan) and/or the Backstop Order (as defined in the Plan)) (each such party as identified on Schedule I hereto, together with any Person who hereafter becomes a party to or bound by this Agreement, a “Holder” and, collectively, the “Holders”). The Company and the Holders are referred to collectively herein as the “Parties.”
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • June 20th, 2024 • Talen Energy Corp • Electric services • Texas
This Separation Agreement and General Release of Claims (this “Agreement”) is entered into as of May 17, 2023 by and between Alejandro Hernandez (“Executive”) and Talen Energy Corporation, a Delaware limited liability Corporation (the “Company,” and collectively with its direct and indirect subsidiaries, the “Company Group”). Executive and the Company Group are referred to herein collectively as the “Parties” and individually as a “Party.”
SUPPLEMENTAL INDENTURESupplemental Indenture • June 20th, 2024 • Talen Energy Corp • Electric services
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 6, 2023, among the subsidiary guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), Talen Energy Supply, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Savings Fund Society, FSB, as trustee under the Indenture (the “Trustee”).
ContractCredit Agreement • December 20th, 2024 • Talen Energy Corp • Electric services • New York
PURCHASE AGREEMENT Data Center Campus Berwick, PAPurchase Agreement • June 20th, 2024 • Talen Energy Corp • Electric services
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of March ___, 2024 (the “Effective Date”) between Buyer and Seller (both of whom may be referred to as a “party” or “parties”).
AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • June 20th, 2024 • Talen Energy Corp • Electric services • New York
THIS AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT is entered into as of May 8, 2024 (this “Amendment No. 2”), by and among Talen Energy Supply, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors party hereto, each of the Lenders party hereto and Citibank, N.A., as Administrative Agent, as Collateral Agent and as Replacement Lender (as defined below).
ContractCollateral Trust and Intercreditor Agreement • December 22nd, 2015 • Talen Energy Corp • Electric services
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 20th, 2024 • Talen Energy Corp • Electric services • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into, effective as of [l], 2023 by and between Talen Energy Corporation, a Delaware corporation (the “Company”), and [l] (“Indemnitee”).
Execution Version SECURED ENERGY MARKETING AND TRADING FACILITY AMENDED AND RESTATED COMMON AGREEMENT dated as of December 15, 2015 among TALEN ENERGY MARKETING, LLC, TALEN ENERGY SUPPLY, LLC, as Guarantor BRUNNER ISLAND, LLC, MONTOUR, LLC, WILMINGTON...Secured Energy Marketing and Trading Facility Agreement • December 22nd, 2015 • Talen Energy Corp • Electric services
LETTER OF CREDIT FACILITY AGREEMENT Dated as of May 17, 2023 among TALEN ENERGY SUPPLY, LLC, as the Borrower, BARCLAYS BANK PLC, as Administrative Agent and L/C Issuer and CITIBANK, N.A., as Collateral AgentLetter of Credit Facility Agreement • June 20th, 2024 • Talen Energy Corp • Electric services • New York
This LETTER OF CREDIT FACILITY AGREEMENT, is entered into as of May 17, 2023, by and among TALEN ENERGY SUPPLY, LLC (the “Borrower”), BARCLAYS BANK PLC, as Administrative Agent and L/C Issuer and CITIBANK, N.A., as Collateral Agent.
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • June 20th, 2024 • Talen Energy Corp • Electric services • Texas
This Separation Agreement and General Release of Claims (this “Agreement”) is entered into as of July 7, 2023 by and between John Chesser (“Executive”) and Talen Energy Corporation, a Delaware limited liability Corporation (the “Company,” and collectively with its direct and indirect subsidiaries, the “Company Group”). Executive and the Company Group are referred to herein collectively as the “Parties” and individually as a “Party.”
Execution Version 1 ACCESSION AGREEMENT — First-Lien Secured Parties THIS ACCESSION AGREEMENT (this “Agreement”), dated as of December 15, 2015, is entered into by WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Joining Party”) and acknowledged by TALEN...Accession Agreement • December 22nd, 2015 • Talen Energy Corp • Electric services
EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2024 • Talen Energy Corp • Electric services
This Employment Agreement (“Agreement”) is made and entered into by and between Talen Energy Corporation, a Delaware corporation (the “Company”), and Andrew Wright (“Employee”) effective as of June 19, 2023 (the “Effective Date”).
