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.
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.
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”).
Talen Energy Stock Incentive Plan Form of Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • June 2nd, 2015 • PPL Energy Supply LLC • Electric services • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on Exhibit A hereto, (hereinafter called the “Date of Grant”), between Talen Energy Corporation, a Delaware corporation (hereinafter called the “Company”), and the individual set forth on Exhibit A (hereinafter called the “Participant”), pursuant to the Talen Energy Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement.
STOCKHOLDER AGREEMENTStockholder Agreement • June 2nd, 2015 • PPL Energy Supply LLC • Electric services • Delaware
This Stockholder Agreement, dated as of June 1, 2015 (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.”
TRANSITION SERVICES AGREEMENT by and between PPL CORPORATION and PPL ENERGY SUPPLY, LLC dated as of June 1, 2015Transition Services Agreement • June 2nd, 2015 • PPL Energy Supply LLC • Electric services • Pennsylvania
This Transition Services Agreement (the “Agreement”), dated as of June 1, 2015, is entered into by and between PPL Corporation, a Pennsylvania corporation (“PPL”), and PPL Energy Supply, LLC, a Delaware limited liability company (“Energy Supply”). Both PPL and Energy Supply may be individually referred to herein as a “Party” or collectively as the “Parties.”
Talen Energy Stock Incentive Plan Form of Restricted Stock Unit AgreementRestricted Stock Unit Agreement • June 2nd, 2015 • PPL Energy Supply LLC • Electric services • Delaware
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 1, 2015 among PPL ENERGY SUPPLY, LLC, the Subsidiaries of the Borrower from time to time party hereto and CITIBANK, N.A., as Collateral TrusteeGuarantee and Collateral Agreement • June 2nd, 2015 • PPL Energy Supply LLC • Electric services • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 1, 2015 (this “Agreement”), among PPL ENERGY SUPPLY, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto and CITIBANK, N.A. (“Citi”), as collateral trustee (in such capacity, the “Collateral Trustee”).
SUPPLEMENTAL INDENTURE NO. 1 among RJS POWER HOLDINGS LLC as Original Issuer, RJS POWER LLC as Original Guarantor, PPL ENERGY SUPPLY, LLC, as Successor Issuer, and THE BANK OF NEW YORK MELLON, as Trustee June 1, 2015Supplemental Indenture • June 2nd, 2015 • PPL Energy Supply LLC • Electric services • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of June 1, 2015, among PPL Energy Supply, LLC, a Delaware limited liability company (the “Successor Issuer”), RJS Power Holdings LLC, a Delaware limited liability company (the “Original Issuer”), RJS Power LLC, a Delaware limited liability company (the “Original Guarantor”) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
