exhibit103icaaccessionag







  Execution Version    1   ACCESSION AGREEMENT — First-Lien Secured Parties   THIS ACCESSION AGREEMENT (this “Agreement”), dated as of December 15, 2015,   is entered into by WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Joining Party”)   and acknowledged by TALEN ENERGY SUPPLY, LLC, a Delaware limited liability company   (the “Borrower”), and each Credit Party, and CITIBANK, N.A., in its capacity as Collateral   Trustee under the Intercreditor Agreement (as defined below).   Reference is made to that certain Collateral Trust and Intercreditor Agreement, dated as   of June 1, 2015, as amended as of November 12, 2015 (as further amended, modified, restated,   or supplemented from time to time, the “Intercreditor Agreement”), by and among the   Borrower, the Subsidiary Guarantors, the Collateral Trustee, the Administrative Agent, the Other   Administrative Agent, the L/C Issuer, and each of the other Persons party thereto from time to   time in accordance with the terms thereof.  Capitalized terms used herein without definition shall   have the meaning assigned thereto in the Intercreditor Agreement.  This Accession Agreement is   being executed and delivered pursuant to Section 5.6(a) of the Collateral Trust Agreement.   The Joining Party, as agent under the Secured Energy Marketing and Trading Facility   Amended and Restated Common Agreement, dated as of December 15, 2015, among Talen   Energy Marketing, LLC; the Borrower, as the Guarantor; Brunner Island, LLC; Montour, LLC;   the Joining Party, as Agent; and the Secured Counterparties as set forth therein (the “Amended   and Restated Common Agreement”), hereby becomes a Secured Debt Representative under the   Intercreditor Agreement.   Each of the Borrower and the Joining Party hereby agree for the benefit of the First-Lien   Secured Parties as follows:   (1) The Joining Party hereby acknowledges, agrees, and confirms that, by its   execution of this Agreement, the Joining Party will be deemed to be a party to the   Intercreditor Agreement and, from and after the date hereof, shall have all of the   obligations of a Secured Debt Representative thereunder as if it had executed the   Intercreditor Agreement.  The Joining Party hereby ratifies, as of the date hereof, and   agrees to be bound by all of the terms, provisions, and conditions applicable to the   Secured Debt Representative contained in the Intercreditor Agreement.  The first-lien   obligations to be secured under the Amended and Restated Common Agreement are   hereby designated “Obligations” and will be secured equally and ratably with all existing   and future Obligations permitted by the Financing Documents.   (2) The Joining Party acknowledges that it has the authority to bind First-Lien   Secured Parties for which it is acting as a Secured Debt Representative to the   Intercreditor Agreement and such First-Lien Secured Parties are hereby bound by the   terms and conditions of the Intercreditor Agreement.   (3) The Joining Party hereby agrees (on behalf of itself and any First-Lien Secured   Party claiming through it) to comply with the terms of the Intercreditor Agreement.   (4) Each of the undersigned Credit Parties hereby consents to the designation of the   Amended and Restated Common Agreement as Obligations as set forth herein and hereby     





 







   Signature Page to the Accession Agreement   confirms its respective guarantees, pledges, grants of security interests, and other   obligations, as applicable, under and subject to the terms of each of the Financing   Documents to which it is party and agrees that, notwithstanding the designation of such   additional indebtedness or any of the transactions contemplated thereby, such guarantees,   pledges, grants of security interests and other obligations, and the terms of each   Financing Document to which it is a party are not impaired or adversely affected in any   manner whatsoever and shall continue to be in full force and effect and such additional   secured debt shall be entitled to all of the benefits of such Financing Documents.   (5) The address of the Joining Party for purposes of all notices and other   communications under the Intercreditor Agreement is:    Wilmington Trust, National Association    1100 North Market Street   Wilmington, Delaware 19890-0001   Attention: Alisha Clendaniel   Telephone: 302-636-6505   Facsimile: 302-636-4140   Email: aclendaniel@wilmingtontrust.com and loanagency@wilmingtontrust.com   (6) This Agreement may be executed in two or more counterparts, each of which   shall constitute an original but all of which when taken together shall constitute one   contract.   (7) The provisions of Section 9.6 of the Intercreditor Agreement will apply with like   effect to this Accession Agreement.   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]     





 







   Signature Page to the Accession Agreement   IN WITNESS WHEREOF, each of the Joining Party, each Credit Party, and the   Collateral Trustee has caused this Accession Agreement to be duly executed by its respective   authorized representative, as of the day and year first above written.   WILMINGTON TRUST, NATIONAL   ASSOCIATION   By:  /s/ Renee Kuhl                                       Name:  Renee Kuhl   Title:  Vice President         





 







   Signature Page to the Accession Agreement   IN WITNESS WHEREOF, each of the Joining Party, each Credit Party, and the   Collateral Trustee has caused this Accession Agreement to be duly executed by its respective   authorized representative, as of the day and year first above written.   CREDIT PARTIES:   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            





 







   Signature Page to the Accession Agreement   LAREDO WLE, LP   By:  /s/ Russell R. Clelland    Name:  Russell R. Clelland   Title:  Vice President and Treasurer      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            





 







   Signature Page to the Accession Agreement   TALEN INVESTMENT CORPORATION   By:  /s/ Russell R. Clelland    Name:  Russell R. Clelland   Title:  Vice President and Treasurer      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            





 







   Signature Page to the Accession Agreement   RAVEN POWER FORT SMALLWOOD LLC   By:  /s/ Russell R. Clelland    Name:  Russell R. Clelland   Title:  Vice President and Treasurer      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      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      TOPAZ POWER HOLDINGS, LLC   By:  /s/ Russell R. Clelland    Name:  Russell R. Clelland   Title:  Vice President and Treasurer            





 







   Signature Page to the Accession Agreement   IN WITNESS WHEREOF, each of the Joining Party, each Credit Party, and the   Collateral Trustee has caused this Accession Agreement to be duly executed by its respective   authorized representative, as of the day and year first above written.   Acknowledged and in its capacity as a Credit   Party:   TALEN ENERGY SUPPLY, LLC   By:  /s/ Russell R. Clelland    Name:  Russell R. Clelland   Title:  Vice President and Treasurer               





 







   Signature Page to the Accession Agreement   IN WITNESS WHEREOF, each of the Joining Party, each Credit Party, and the   Collateral Trustee has caused this Accession Agreement to be duly executed by its respective   authorized representative, as of the day and year first above written.   Acknowledged:   CITIBANK, N.A., as Collateral Trustee   By:  /s/ Kirkwood Roland                                            Name:  Kirkwood Roland   Title:  Managing Director and Vice President