DEALER MANAGER AGREEMENTDealer Manager Agreement • January 11th, 2013 • PPL Energy Supply LLC • Electric services • New York
PPL Energy Supply, LLC, a Delaware limited liability company (the “Company”), proposes to make an offer (together with any amendments, supplements or extensions thereof, the “Offer”) to exchange not less than a majority in aggregate principal amount and up to all 8.857% Senior Secured Bonds due 2025 (the “Ironwood Bonds”) of PPL Ironwood, LLC (formerly known as AES Ironwood, L.L.C.), a Delaware limited liability company and a wholly-owned indirect subsidiary of the Company (“PPL Ironwood”), issued under the Indenture, dated as of June 1, 1999, among PPL Ironwood and The Bank of New York Mellon (as successor to IBJ Whitehall Bank & Trust Company), as trustee and depositary bank, as amended by the First Supplemental Indenture, dated as of June 1, 1999 (the “Ironwood Bonds Indenture”), for consideration consisting of 4.60% Senior Notes due 2021 of the Company (the “Reopened Notes”) to be issued as a reopening of the existing series of 4.60% Senior Notes due 2021 of the Company under the I
