Document

Exhibit 10.6

SUPPLEMENTAL INDENTURE -

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 17, 2023, among the subsidiary guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), Talen Energy Supply, LLC, a Delaware limited liability company (the “Issuer”), the other Subsidiary Guarantors (as defined in the Indenture, as defined below) and Wilmington Savings Fund Society, FSB, as trustee under the Indenture (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee (i) that certain indenture (the “Indenture”), dated as of May 12, 2023, between the Issuer and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200,000,000 of 8.625% Senior Secured Notes due 2030 (the “Initial Notes”) and, subject to the terms of the Indenture, future issuances of 8.625% Senior Secured Notes due 2030 (each such issuance, the “Additional Notes,” and together with the Initial Notes, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and

WHEREAS, pursuant to Sections 4.08 and 9.01 of the Indenture, the Trustee, the Issuer and the Guaranteeing Subsidiaries are authorized and required to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Trustee and the Issuer mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement to be Bound; Guarantee. Each of the Guaranteeing Subsidiaries hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture. Each of the Guaranteeing Subsidiaries hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture. In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 11 of the Indenture, including, without limitation, Section 11.02 thereof.

3. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuer.

7. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.


Dated: May 17, 2023						BARNEY DAVIS, LLC BDW CORP. BELL BEND, LLC BRANDON SHORES LLC BRUNNER ISLAND SERVICES, LLC BRUNNER ISLAND, LLC CAMDEN PLANT HOLDINGS, L.L.C. COLSTRIP COMM SERV, LLC DARTMOUTH PLANT HOLDING, LLC DARTMOUTH POWER ASSOCIATES LIMITED PARTNERSHIP DARTMOUTH POWER GENERATION, L.L.C. DARTMOUTH POWER HOLDING COMPANY, L.L.C. ELMWOOD ENERGY HOLDINGS, LLC ELMWOOD PARK POWER, LLC FORT ARMISTEAD ROAD - LOT 15 LANDFILL, LLC H.A. WAGNER LLC HOLTWOOD, LLC LADY JANE COLLIERIES, INC. LAREDO, LLC LIBERTY VIEW POWER, LLC LOWER MOUNT BETHEL ENERGY, LLC MARTINS CREEK, LLC MC OPCO LLC MEG GENERATING COMPANY, LLC MONTANA GROWTH HOLDINGS LLC MONTOUR SERVICES, LLC MONTOUR, LLC MORRIS ENERGY MANAGEMENT COMPANY, LLC MORRIS ENERGY OPERATIONS COMPANY, LLC NEWARK BAY COGENERATION PARTNERSHIP, L.P. NEWARK BAY HOLDING COMPANY, L.L.C. NORTHEAST GAS GENREATION HOLDINGS, LLC NUECES BAY, LLC PEDRICKTOWN COGERATION COMPANY LP PEDRICKTOWN INVESTMENT COMPANY LLC PEDRICTOWN MANAGEMENT COMPANY LLC PENNSYLVANIA MINES, LLC RAVEN LOT 15 LLC RAVEN POWER FINANCE LLC RAVEN POWER FORT SMALLWOOD LLC RAVEN POWER GENERATION HOLDINGS LC RAVEN POWER GROUP LLC RAVEN POWER PROPERTY LLC RAVEN FS PROPERTY HOLDINGS LLC

[Signature Page to Supplemental Indenture]


						REALTY COMPANY OF PENNSYLVANIA RMGL HOLDINGS LLC SAPPHIRE POWER FINANCE LLC SAPPHIRE POWER GENERATION HOLDINGS LLC SAPHIRE POWER LLC SAPHIRE POWER MARKETING LLC SUSQUEHANNA NUCLER, LLC TALEN ENERGY MARKETING, LLC TALEN ENERG RETAIL LLC TALEN ENERGY SERVICES GROUP, LLC TALEN ENERGY SERVICES HOLDINGS, LLC TALEN ENERGY SERVICES NORTHEAST, INC. TALEN GENERATION, LLC TALEN II GROWTH HOLDINGS LLC TALEN II GROWTH PARENT LLC TALEN LAND HOLDINGS, LLC TALEN MONTANA HOLDINGS, LLC TALEN MONTANA, LLC TALEN NE LLC TALEN NUCLEAR DEVELOPMENT, LLC TALEN RECEIVABLES FUNDING LLC TALEN TEXAS GROUP, LLC TALEN TEXAS PROPERTY, LLC TALEN TEXAS, LLC TALEN TREASURE STATE, LLC YORK GENERATION COMPANY LLC YORK PLANT HOLDING, LLC


By:	/s/ Rajat Prakash
	Name:	Rajat Prakash
	Title:	Vice President, Treasurer


TALEN ENERGY SUPPLY, LLC

By:	/s/ Rajat Prakash
	Name:	Rajat Prakash
	Title:	Vice President, Treasurer


WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee

By:	/s/ John McNichol
	Name:	John McNichol
	Title:	Assistant Vice President

[Signature Page to Supplemental Indenture]