PPL Energy Supply LLC Sample Contracts

EXHIBIT 3.2 LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • December 7th, 2001 • PPL Energy Supply LLC • Delaware
by and between
Purchase and Sale Agreement • September 9th, 2002 • PPL Energy Supply LLC • Electric services • New York
ISSUER TO
Indenture • December 7th, 2001 • PPL Energy Supply LLC • New York
PPL ENERGY SUPPLY, LLC UNDERWRITING AGREEMENT
Underwriting Agreement • December 20th, 2007 • PPL Energy Supply LLC • Electric services • New York

PPL Energy Supply, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $50,000,000 aggregate principal amount of the Company’s 6.20% Senior Notes due 2016 (the “Notes”) to be issued under an Indenture, dated as of October 1, 2001, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank)), as trustee thereunder (the “Trustee”), as heretofore supplemented and as to be further supplemented by Supplemental Indenture No. 8 thereto relating to the Notes (“Supplemental Indenture No. 8”) (as so supplemented, the “Indenture”). Notwithstanding the references to Underwriters and Representatives in the foregoing, in the

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of July 28, 2014 among LOUISVILLE GAS AND ELECTRIC COMPANY, as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,...
Revolving Credit Agreement • July 31st, 2014 • PPL Energy Supply LLC • Electric services • New York

TABLE OF CONENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II THE CREDITS 16 Section 2.01 Commitments to Lend 16 Section 2.02 Swingline Loans 16 Section 2.03 Notice of Borrowings 17 Section 2.04 Notice to Lenders; Funding of Revolving Loans and Swingline Loans 18 Section 2.05 Noteless Agreement; Evidence of Indebtedness 19 Section 2.06 Interest Rates 19 Section 2.07 Fees 21 Section 2.08 Adjustments of Commitments 22 Section 2.09 Maturity of Loans; Mandatory Prepayments 25 Section 2.10 Optional Prepayments and Repayments 26 Section 2.11 General Provisions as to Payments 26 Section 2.12 Funding Losses 26 Section 2.13 Computation of Interest and Fees 27 Section 2.14 Basis for Determining Interest Rate Inadequate, Unfair or Unavailable 27 Section 2.15 Illegality 27 Section 2.16 Increased Cost and Reduced Return 28 Section 2.17 Taxes 29 Section 2.18 Base Rate Loans Substituted for Affected Euro-Dollar Loans 31 Section 2.19 Increases in Commitments 32 Section 2.20 Defau

364-DAY CREDIT AGREEMENT dated as of September 10, 2008 among PPL ENERGY SUPPLY, LLC, THE LENDERS FROM TIME TO TIME PARTY HERETO and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, WACHOVIA CAPITAL MARKETS, LLC, as Lead Arranger BARCLAYS...
Credit Agreement • September 16th, 2008 • PPL Energy Supply LLC • Electric services • New York

364-DAY CREDIT AGREEMENT (this “Agreement”) dated as of September 10, 2008 among PPL ENERGY SUPPLY, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent.

PPL ELECTRIC UTILITIES CORPORATION, , As Depositary AND THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Form of Deposit Agreement [Preferred][Preference] Stock Dated
Deposit Agreement • March 25th, 2009 • PPL Energy Supply LLC • Electric services • New York

DEPOSIT AGREEMENT dated as of , among PPL ELECTRIC UTILITIES CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, , organized under the laws of the United States of America, and the holders from time to time of the Receipts described herein.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 19th, 2015 • PPL Energy Supply LLC • Electric services • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 19, 2015, by and among PPL Energy Supply, LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and Citigroup Global Markets Inc., BNP Paribas Securities Corp, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the other several initial purchasers named in Section 3 of the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 6.500% Senior Notes due 2025 (the “Initial Notes”) pursuant to the Purchase Agreement.

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.

Contract
PPL Energy Supply LLC • May 6th, 2010 • Electric services

CONFORMED COPY Dated 23 March 2010 WESTERN POWER DISTRIBUTION (SOUTH WALES) PLC and HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED TRUST DEED constituting £200,000,000 5.75 per cent. Notes due 2040 Linklaters Ref: JALB/JNL/MJT

COUNTY OF MUHLENBERG, KENTUCKY AND KENTUCKY UTILITIES COMPANY A Kentucky Corporation LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of February 1, 2002
Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky

This LOAN AGREEMENT, dated as of February 1, 2002, by and between the COUNTY OF MUHLENBERG, KENTUCKY, a public body corporate and politic duly created and existing as a County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and KENTUCKY UTILITIES COMPANY, a corporation organized and existing under the laws of Kentucky and Virginia;

PPL ELECTRIC UTILITIES CORPORATION (formerly PP&L, Inc. and Pennsylvania Power & Light Company) TO DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly Bankers Trust Company, successor to Morgan Guaranty Trust Company of New York, formerly Guaranty Trust...
PPL Energy Supply LLC • August 4th, 2005 • Electric services

SEVENTY-THIRD SUPPLEMENTAL INDENTURE, dated as of the lst day of May, 2005 made and entered into by and between PPL ELECTRIC UTILITIES CORPORATION (formerly PP&L, Inc. and Pennsylvania Power & Light Company), a corporation of the Commonwealth of Pennsylvania, whose address is Two North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes called the Company), and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly Bankers Trust Company), a corporation of the State of New York, whose address is 60 Wall Street, New York, New York 10005 (hereinafter sometimes called the Trustee), as Trustee under the Mortgage and Deed of Trust, dated as of October 1, 1945 (hereinafter called the Mortgage and, together with any indentures supplemental thereto, hereinafter called the Indenture), which Mortgage was executed and delivered by Pennsylvania Power & Light Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to

GUARANTY
Guaranty • 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”).

PPL CORPORATION as Collateral Agent and Securities Intermediary and THE BANK OF NEW YORK MELLON, as Purchase Contract Agent PLEDGE AGREEMENT Dated as of
Pledge Agreement • March 25th, 2009 • PPL Energy Supply LLC • Electric services • New York

PLEDGE AGREEMENT, dated as of , among PPL CORPORATION, a Pennsylvania corporation (the “Company”), , as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC (as defined herein) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Securities (in such capacity, together with its successors in such capacity, the “Purchase Contract Agent”) under the Purchase Contract Agreement.

COUNTY OF TRIMBLE, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of November 1, 2001
Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky

This LOAN AGREEMENT, dated as of November 1, 2001, by and between the COUNTY OF TRIMBLE, KENTUCKY, a public body corporate and politic duly created and existing as a County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of Kentucky;

AGREEMENT
Agreement • August 4th, 2009 • PPL Energy Supply LLC • Electric services • Pennsylvania

WHEREAS, the Company considers it essential to the best interests of its shareowners to foster the continued employment of key management personnel; and

LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY AND LOUISVILLE GAS AND ELECTRIC COMPANY A Kentucky Corporation AMENDED AND RESTATED LOAN AGREEMENT IN CONNECTION WITH POLLUTION CONTROL FACILITIES Dated as of May 1, 2000 Amended and Restated as...
Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky

This AMENDED AND RESTATED LOAN AGREEMENT, dated as of May 1, 2000, amended and restated as of September 1, 2008, by and between the LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY, the governmental successor in interest by operation of law to the County of Jefferson, Kentucky, being a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of Kentucky;

PPL CORPORATION and THE BANK OF NEW YORK MELLON, as Purchase Contract Agent and Trustee PURCHASE CONTRACT AGREEMENT Dated as of
Purchase Contract Agreement • March 25th, 2009 • PPL Energy Supply LLC • Electric services • New York

PURCHASE CONTRACT AGREEMENT, dated as of , , between PPL CORPORATION, a Pennsylvania corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, acting as purchase contract agent, attorney-in-fact and trustee for the Holders of Securities from time to time (the “Purchase Contract Agent”).

Contract
Loan Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky
PPL CORPORATION PPL CAPITAL FUNDING, INC. PPL Capital Funding, Inc. % [Deferrable] Notes Due Guaranteed as to payment of principal, premium, if any, and interest by PPL Corporation REMARKETING AGREEMENT [Date]
PPL Energy Supply LLC • March 25th, 2009 • Electric services • New York

(the “Remarketing Agent”) is undertaking to remarket the % [Deferrable] Notes due (the “Securities”), issued by PPL Capital Funding, Inc., a Delaware corporation (“Capital Funding”), and unconditionally guaranteed as to payment of principal, premium, if any, and interest by PPL Corporation, a Pennsylvania corporation (the “Company”), pursuant to the Indenture, dated as of , among Capital Funding, the Company and , as trustee (the “Indenture Trustee”) as amended and supplemented by the First Supplemental Indenture to the Indenture, dated , relating to the Notes (as amended or supplemented, the “Indenture”).

AMENDMENT NO. 5 TO THE CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • August 8th, 2011 • PPL Energy Supply LLC • Electric services • New York

This AMENDMENT NO. 5 TO THE CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of July 26, 2011, is by and among PPL RECEIVABLES CORPORATION, as Borrower (the “Borrower”), PPL ELECTRIC UTILITIES CORPORATION, as Servicer (the “Servicer”), VICTORY RECEIVABLES CORPORATION (“Victory”), as a Lender, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Liquidity Bank (in such capacity, the “Liquidity Bank”) and as Agent (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement (as defined below), including terms and definitions incorporated by reference therein.

EXECUTION VERSION KE 37244852 AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT by and between TALEN GENERATION, LLC, and TRANSCANADA FACILITY USA, INC. December 22, 2015
Purchase and Sale Agreement • February 29th, 2016 • Talen Energy Supply, LLC • Electric services • Delaware
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.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 4th, 2008 • PPL Energy Supply LLC • Electric services • New York

THIS FIRST AMENDMENT (this "Agreement") is made and entered into as of this 3rd day of December, 2008, with an effective date as set forth in Section 3 hereof, by and among PPL ELECTRIC UTILITIES CORPORATION, a Pennsylvania corporation (the "Borrower"), the lenders party to the Credit Agreement referred to below (the “Lenders”) that have executed a Lender Authorization in the form set forth as Exhibit A attached hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

TRANSITION SERVICES AGREEMENT by and between PPL CORPORATION and PPL ENERGY SUPPLY, LLC dated as of June 1, 2015
Transition 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.”

AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 8th, 2011 • PPL Energy Supply LLC • Electric services • New York

AMENDMENT dated as of June 13, 2011 (this “Amendment”) to the Revolving Credit Agreement dated as of November 1, 2010 (the “Credit Agreement”) among KENTUCKY UTILITIES COMPANY (the “Borrower”), the LENDERS party thereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Swingline Lender (the “Agent”).

AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENT
Employment and Severance Agreement • February 28th, 2011 • PPL Energy Supply LLC • Electric services • Kentucky

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is dated as of October 29, 2010, by and between E.ON U.S. LLC, a Kentucky limited liability company (the “Company”), and Victor A. Staffieri (“Executive”).

PPL ENERGY SUPPLY, LLC, Issuer TO JPMORGAN CHASE BANK, N.A. (formerly known as The Chase Manhattan Bank), Trustee Supplemental Indenture No. __ Dated as of July ___, 2006 Supplemental to the Indenture dated as of October 1, 2001 Establishing a series...
PPL Energy Supply LLC • July 14th, 2006 • Electric services

SUPPLEMENTAL INDENTURE NO. ___, dated as of July ___, 2006 between PPL ENERGY SUPPLY, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association (formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee”), under the Indenture dated as of October 1, 2001 (hereinafter called the “Original Indenture”), this Supplemental Indenture No. ___being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”

AMENDMENT AND RESTATEMENT AGREEMENT DATED JULY 2014 BETWEEN WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC
Amendment and Restatement Agreement • July 31st, 2014 • PPL Energy Supply LLC • Electric services • Tokyo

Amended and Restated Revolving Facility Agreement means the Original Revolving Facility Agreement as amended and restated by this Agreement.