CREDIT AGREEMENT among PPL ENERGY SUPPLY, LLC, VARIOUS LENDERS, and CITIBANK, N.A., as ADMINISTRATIVE AGENT Dated as of [ ] CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC, MORGAN STANLEY SENIOR FUNDING, INC., BNP PARIBAS SECURITIES CORP.,...Credit Agreement • March 18th, 2015 • Talen Energy Holdings, Inc. • Electric services
This CREDIT AGREEMENT (this “Agreement”) is entered into as of [ ], among PPL ENERGY SUPPLY, LLC (the “Borrower”), a Delaware corporation, 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.
RJS POWER HOLDINGS LLC as Issuer, THE GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE dated as of July 10, 2014 5.125% Senior Notes due 2019Supplemental Indenture • November 5th, 2014 • Talen Energy Holdings, Inc. • New York
THIS INDENTURE (as amended or supplemented from time to time, this “Indenture”), dated as of July 10, 2014, is among RJS POWER HOLDINGS LLC, a Delaware limited liability company (as further defined herein, the “Company”), having its principal office at 2901 Via Fortuna Drive, Building 6, Suite 650, Austin, TX 78746, the initial Guarantor (as hereafter defined), and THE BANK OF NEW YORK MELLON, as Trustee (herein called the “Trustee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 30th, 2015 • Talen Energy Holdings, Inc. • Electric services • Pennsylvania
This Transition Services Agreement (the “Agreement”), dated as of [ ], 2015, is entered into by and between PPL Corporation, a Pennsylvania corporation (“PPL”), and Talen Energy Supply, LLC, a Delaware limited liability company (“Talen Energy”). Both PPL and Talen Energy may be individually referred to herein as a “Party” or collectively as the “Parties.”
TRANSITION SERVICES AGREEMENT by and between TOPAZ POWER MANAGEMENT, LP and PPL ENERGY SUPPLY, LLC dated as of May 4, 2015Transition Services Agreement • May 8th, 2015 • Talen Energy Holdings, Inc. • Electric services • Delaware
This Transition Services Agreement (“Agreement”), dated as of May 4, 2015 and (except with respect to the Specified Provisions) effective as of the Closing (the “Effective Date”), is entered into by and between Topaz Power Management, LP, a Texas limited partnership (“Provider”) and PPL Energy Supply, LLC, a Delaware limited liability company (“Recipient”).
AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENTThe Transaction Agreement • November 5th, 2014 • Talen Energy Holdings, Inc. • Delaware
This Amendment No. 1 (this “Amendment”), dated as of October 23, 2014, to the Transaction Agreement, dated as of June 9, 2014 (the “Transaction Agreement”), by and among PPL Corporation, a Pennsylvania corporation (“Parent”), Talen Energy Holdings, Inc., a Delaware Corporation (“HoldCo”), Talen Energy Corporation, a Delaware corporation (“NewCo”), PPL Energy Supply, LLC, a Delaware limited liability company (“Energy Supply”), Talen Energy Merger Sub, Inc., a Delaware corporation (“Merger Sub”), C/R Energy Jade, LLC, a Delaware limited liability company, (“Jade”), Sapphire Power Holdings LLC, a Delaware limited liability company (“Sapphire”) and Raven Power Holdings LLC, a Delaware limited liability company (“Raven” and, together with Jade and Sapphire, “RJS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Transaction Agreement.
FORM OF STOCKHOLDER AGREEMENTForm of Stockholder Agreement • March 18th, 2015 • Talen Energy Holdings, Inc. • Electric services • Delaware
This Stockholder Agreement, dated as of [ ] (this “Agreement”), is entered into by and between Raven Power Holdings LLC, a Delaware limited liability company (“Raven”), C/R Energy Jade, LLC, a Delaware limited liability company (“Jade”), and Sapphire Power Holdings LLC, a Delaware limited liability company (“Sapphire”, and, collectively with Raven and Jade, “RJS”), and Talen Energy Corporation, a Delaware corporation (“Talen”). RJS and Talen are sometimes referred to collectively as the “Parties” and individually as a “Party.”
