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 CORPORATIONAgreement and Plan of Merger • 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.
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”).
