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Exhibit 4.3
Execution Version
SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 25, 2025, 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 “Original 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”), (ii) the first supplemental indenture to the Original Indenture, among the Issuer, the Subsidiary Guarantors and the Trustee (the “First Supplemental Indenture”), (iii) the second supplemental indenture to the Original Indenture, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Second Supplemental Indenture”), (iv) the third supplemental indenture to the Original Indenture, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Third Supplemental Indenture”) and (v) the fourth supplemental indenture to the Original Indenture, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Fourth Supplemental Indenture” and, together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”);
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.
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| GUERNSEY POWER STATION LLC |
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| By: | /s/ Sergio Castro |
| Name: Sergio Castro |
| Title: Vice President and Treasurer |
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| GUERNSEY POWER HOLDINGS, LLC |
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| By: | /s/ Sergio Castro |
| Name: Sergio Castro |
| Title: Vice President and Treasurer |
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| MOXIE FREEDOM LLC |
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| By: | /s/ Sergio Castro |
| Name: Sergio Castro |
| Title: Vice President and Treasurer |
[Signature Page to the 2030 Notes Supplemental Indenture]
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| TALEN ENERGY SUPPLY, LLC |
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| By: | /s/ Sergio Castro |
| Name: Sergio Castro |
| Title: Vice President and Treasurer |
[Signature Page to the 2030 Notes Supplemental Indenture]
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| BRANDON SHORES LLC |
| BRUNNER ISLAND, LLC |
| COLSTRIP COMM SERV, LLC |
| FORT ARMISTEAD ROAD – LOT 15 LANDFILL, LLC |
| H.A. WAGNER LLC |
| HOLTWOOD, LLC |
| LIBERTY VIEW POWER, L.L.C. |
| LMBE PROJECT COMPANY LLC |
| MC OPCO LLC |
| MC PROJECT COMPANY LLC |
| MONTANA GROWTH HOLDINGS LLC |
| MONTOUR, LLC |
| MORRIS ENERGY OPERATIONS COMPANY, LLC |
| NEWARK BAY COGENERATION PARTNERSHIP, L.P. |
| NEWARK BAY HOLDING COMPANY, L.L.C. |
| NORTHEAST GAS GENERATION HOLDINGS, LLC |
| PENNSYLVANIA MINES, LLC |
| RAVEN FS PROPERTY HOLDINGS LLC |
| RAVEN LOT 15 LLC |
| RAVEN POWER FINANCE LLC |
| RAVEN POWER FORT SMALLWOOD LLC |
| RAVEN POWER GENERATION HOLDINGS LLC |
| RAVEN POWER GROUP LLC |
| RAVEN POWER PROPERTY LLC |
| RMGL HOLDINGS LLC |
| SAPPHIRE POWER GENERATION HOLDINGS LLC |
| SUSQUEHANNA NUCLEAR, LLC |
| TALEN CONEMAUGH LLC |
| TALEN ENERGY MARKETING, LLC |
| TALEN ENERGY SERVICES GROUP, LLC |
| TALEN ENERGY SERVICES HOLDINGS, LLC |
| TALEN GENERATION, LLC |
| TALEN KEYCON HOLDINGS LLC |
| TALEN KEYSTONE LLC |
| TALEN MCR HOLDINGS LLC |
| TALEN MONTANA, LLC |
| TALEN MONTANA HOLDINGS, LLC |
| TALEN NE LLC |
| THE RIVERLANDS RECREATION AREA LLC |
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| By: | /s/ Sergio Castro |
| Name: Sergio Castro |
| Title: Vice President and Treasurer |
[Signature Page to the 2030 Notes Supplemental Indenture]
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| WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee |
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| By: | /s/ Anita Woolery |
| Name: Anita Woolery |
| Title: Vice President |
[Signature Page to the 2030 Notes Supplemental Indenture]
Schedule I
Guaranteeing Subsidiaries
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Guernsey Power Station LLC |
Guernsey Power Holdings, LLC |
Moxie Freedom LLC |