exhibit102firstamendment







                FIRST AMENDMENT TO    COLLATERAL TRUST AND INTERCREDITOR AGREEMENT   FIRST AMENDMENT TO COLLATERAL TRUST AND INTERCREDITOR   AGREEMENT, dated as of November 13, 2015 (this “Amendment”), among TALEN ENERGY   SUPPLY, LLC (f/k/a PPL Energy Supply, LLC), a Delaware limited liability company (the “Borrower”),   the Subsidiary Guarantors (as defined in the Intercreditor Agreement (as defined below)) identified on the   signature pages to this Amendment, the other Persons from time to time party thereto, CITIBANK, N.A.,   as Administrative Agent (in such capacity, the “Administrative Agent”) and CITIBANK, N.A., as   Collateral Trustee (in such capacity, the “Collateral Trustee”).   W I T N E S S E T H:   WHEREAS, the Borrower, the Subsidiary Guarantors from time to time party thereto, the   other Persons from time to time party thereto, the Administrative Agent and the Collateral Agent have   entered into the Collateral Trust and Intercreditor Agreement, dated as of June 1, 2015 (as amended,   restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”);    WHEREAS, the Borrower and the Administrative Agent are parties to the Credit   Agreement, dated as of June 1, 2015, among the Borrower, the Lenders (as defined therein) from time to   time parties thereto and the Administrative Agent (as amended, restated, supplemented or otherwise   modified from time to time, the “Credit Agreement”; capitalized terms used in this Amendment but not   otherwise defined in this Amendment shall have the same meanings assigned thereto in the Intercreditor   Agreement and/or the Credit Agreement, as applicable);   WHEREAS, in accordance with Section 9.3(c) of the Intercreditor Agreement, the Credit   Parties and the Collateral Trustee desire to amend the Intercreditor Agreement to cure a defect as set forth   below; and   WHEREAS, in accordance with Section 13.10(e) of the Credit Agreement, the Borrower   and the Administrative Agent desire to amend the Intercreditor Agreement to cure a defect as set forth   below.   NOW, THEREFORE, in consideration of the foregoing and for other good and valuable   consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto   hereby agree as follows:   SECTION 1 Amendments to Intercreditor Agreement.  Upon the satisfaction of the   condition precedent set forth in Section 2 of this Amendment:    (a) Section 5.2(b)(i) of the Intercreditor Agreement is hereby amended to delete the   phrase “under a Secured Commodity Hedge” appearing in the third line thereof.    (b)  Section 5.2(b)(i)(B) of the Intercreditor Agreement is hereby amended to delete   the word “Required” appearing therein.   SECTION 2 Conditions of Effectiveness of this Amendment.  This Amendment shall   become effective without any further action or consent of any other Person upon the satisfaction or waiver     





 







2                   of the following conditions precedent in accordance with the terms of Section 9.3(c) of the Intercreditor   Agreement and, as applicable, Section 13.10(e) of the Credit Agreement:   (a) the Collateral Trustee shall have received duly executed counterparts to this   Amendment from each party hereto; and   (b)  the Collateral Trustee and the Administrative Agent shall have received an   officer’s certificate executed by an officer of the Borrower in form and substance reasonably   acceptable to each of the Collateral Trustee and the Administrative Agent.   SECTION 3 Reference to and Effect on the Intercreditor Agreement .   (a) On and after the date hereof, each reference in the Intercreditor Agreement to   “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Intercreditor   Agreement shall mean and be a reference to the Intercreditor Agreement, as amended by this   Amendment, and each reference to the Intercreditor Agreement in the Credit Agreement and the   other Credit Documents (as defined in the Credit Agreement) shall mean the Intercreditor   Agreement, as amended by this Amendment.   (b) The Intercreditor Agreement is and shall continue to be in full force and effect   and is hereby in all respects ratified and confirmed.     (c) The execution, delivery and effectiveness of this Amendment shall not, except as   expressly provided herein, operate as a waiver of any right, power or remedy of any party to the   Intercreditor Agreement.  On and after the effectiveness of this Amendment, this Amendment   shall for all purposes constitute a Credit Document under and as defined in the Credit Agreement.   SECTION 4 Indemnification; Costs and Expenses.  Each Credit Party hereby, jointly   and severally, agrees to indemnify and reimburse each of the Administrative Agent and Collateral Trustee   for its reasonable and documented out-of-pocket expenses, in each case, in connection with this   Amendment, including the reasonable fees, charges and disbursements of one counsel for each of the   Administrative Agent and the Collateral Trustee, all in accordance with the terms and conditions of   Section 13.01 of the Credit Agreement.   SECTION 5 Execution in Counterparts.  This Amendment may be executed in one or   more counterparts, each of which shall be deemed an original, but all of which together shall constitute   one and the same instrument.  Delivery by facsimile or electronic transmission of an executed counterpart   of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of   this Amendment.   SECTION 6 Governing Law.  Section 9.6(a) of the Intercreditor Agreement is   incorporated herein by reference mutatis mutandis.   SECTION 7 Headings.  Section headings herein are included for convenience of   reference only and shall not affect the interpretation of this Amendment.   SECTION 8 Acknowledgement and Affirmation.  Each Credit Party hereby expressly   acknowledges, (i) all of its obligations under the Security Documents and the other Credit Documents to   which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) its grant of     





 







3                   security interests pursuant to the Security Documents are reaffirmed and remain in full force and effect   after giving effect to this Amendment and (iii) except as expressly set forth herein, the execution of this   Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or   Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation   of the Obligations.   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]     





 







   Signature Page to   First Amendment to Collateral Trust and Intercreditor Agreement      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed   by their respective officers thereunto duly authorized, as of the date first above written.      BORROWER:      TALEN ENERGY SUPPLY, LLC   (f/k/a PPL Energy Supply, LLC)          By:  /s/ Russell R. Clelland      Name:  Russell R. Clelland   Title:  Vice President and Treasurer    





 







   Signature Page to   First Amendment to Collateral Trust and Intercreditor Agreement      SUBSIDIARY GUARANTORS:      BARNEY M. DAVIS, LP         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      BRANDON SHORES LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      C/R TOPAZ HOLDINGS, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      FORT ARMISTEAD ROAD - LOT 15   LANDFILL, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      H.A. WAGNER LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      JADE POWER GENERATION HOLDINGS LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      LAREDO WLE, LP         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer     





 







   Signature Page to   First Amendment to Collateral Trust and Intercreditor Agreement      LOWER MOUNT BETHEL ENERGY, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      NUECES BAY WLE, LP         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      PENNSYLVANIA MINES, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      BRUNNER ISLAND, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      TALEN ENERGY MARKETING, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      TALEN GENERATION, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      TALEN INVESTMENT CORPORATION         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer              





 







   Signature Page to   First Amendment to Collateral Trust and Intercreditor Agreement      MARTINS CREEK, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      MONTOUR, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      SUSQUEHANNA NUCLEAR, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      RAVEN FS PROPERTY HOLDINGS LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      RAVEN LOT 15 LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      RAVEN POWER FINANCE LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      RAVEN POWER FORT SMALLWOOD LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer           





 







   Signature Page to   First Amendment to Collateral Trust and Intercreditor Agreement      RAVEN POWER GENERATION HOLDINGS   LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      RAVEN POWER MARKETING LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      RAVEN POWER OPERATING LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      RJS POWER HOLDINGS LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      RJS POWER LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      TOPAZ POWER GROUP GP II, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer      TOPAZ POWER GROUP LP II, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer        





 







   Signature Page to   First Amendment to Collateral Trust and Intercreditor Agreement      TOPAZ POWER HOLDINGS, LLC         By:  /s/ Russell R. Clelland      Name: Russell R. Clelland   Title: Vice President and Treasurer     





 







   Signature Page to   First Amendment to Collateral Trust and Intercreditor Agreement      COLLATERAL TRUSTEE:      CITIBANK, N.A.         By:  /s/ Kirkwood Roland      Name: Kirkwood Roland   Title:   Managing Director and Vice President    





 







   Signature Page to   First Amendment to Collateral Trust and Intercreditor Agreement      ADMINISTRATIVE AGENT:      CITIBANK, N.A.          By:  /s/ Kirkwood Roland      Name: Kirkwood Roland   Title:   Managing Director and Vice President