Exhibit 10(j) SEVERANCE AGREEMENT This Agreement is made the ___ day of _____________, 1999, by and between CONSTELLATION ENERGY GROUP, INC. (the "Company") and _______________________ (the "Executive"). WHEREAS, the Company wishes to encourage the...Severance Agreement • May 14th, 1999 • Constellation Energy Group Inc • Electric services • Maryland
INCLUDINGPurchase Agreement • January 25th, 2002 • Constellation Energy Group Inc • Electric services • Maryland
Referring to the Unsecured Debt Securities of Constellation Energy Group, Inc. (the "Company") covered by the registration statement on Form S-3 (No. 333-_________), (such registration statement, including (i) the prospectus included therein as supplemented by the prospectus supplement dated [ ] relating to the Purchased Securities referred to below, dated ____________ in the form first filed under Rule 424(b) (such prospectus as so supplemented, including each document incorporated by reference therein is hereinafter called the "Prospectus") and (ii) all documents filed as part thereof or incorporated by reference therein, is hereinafter called the "Registration Statement") on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions herein set forth, the purchaser or purchasers named in Schedule A hereto (the "Purchasers") agree to purchase, severally, and the Company agrees to sell to the Purchasers, severally, t
ANDFirst Supplemental Indenture • January 24th, 2003 • Constellation Energy Group Inc • Electric services • New York
INCLUDINGPurchase Agreement • January 24th, 2003 • Constellation Energy Group Inc • Electric services • Maryland
SERIES BAgency Agreement • May 5th, 2000 • Constellation Energy Group Inc • Electric services • New York
January 25, 1996 Potomac Electric Power Company 1900 Pennsylvania Avenue, N.W. Washington, D.C. 20068 Re: Agreement and Plan of Merger by and among Baltimore Gas and Electric Company, Potomac Electric Power Company and Constellation Energy Corporation...Agreement and Plan of Merger • January 26th, 1996 • Constellation Energy Corp • Electric services
ANDIndenture • March 29th, 1999 • Constellation Energy Group Inc • Electric services • New York
Exhibit 1(a) ______________ Shares Constellation Energy Group, Inc. Common Stock Sales Agency AgreementSales Agency Agreement • March 5th, 2001 • Constellation Energy Group Inc • Electric services • New York
EXHIBIT 4(E) WARRANT AGREEMENT WARRANT AGREEMENT, dated as of [ ], among Constellation Energy Group, Inc. (the "Company") and The Bank of New York, as warrant agent (the "Warrant Agent"). WHEREAS, on [ ] the Company filed with the Securities and...Warrant Agreement • January 24th, 2003 • Constellation Energy Group Inc • Electric services • New York
BETWEENGrantor Trust Agreement • May 14th, 1999 • Constellation Energy Group Inc • Electric services • New York
Exhibit 4(h) INTEREST CALCULATION AGENCY AGREEMENT THIS AGREEMENT dated as of _______________ between Constellation Energy Group, Inc. (hereinafter called the "Issuer"), having its principal office at 750 E. Pratt Street, Baltimore, Maryland 21202,...Interest Calculation Agency Agreement • January 24th, 2003 • Constellation Energy Group Inc • Electric services • New York
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • December 19th, 2005 • Constellation Energy Group Inc • Electric services • Maryland
This amended and restated agreement (the “Agreement”) is made as of the 14th day of December, 2005, by and between CONSTELLATION ENERGY GROUP, INC. (the “Company”) and Mayo A. Shattuck III (the “Executive”).
RecitalsReplacement Capital Covenant • June 30th, 2008 • Constellation Energy Group Inc • Electric services
either (i) during the first five years of any deferral period or (ii) with respect to deferred Distributions attributable to the first five years of any deferral period (provided that such limitation shall not apply after the ninth anniversary of the commencement of any deferral period), to a number of shares of Common Stock and Rights to acquire Common Stock which does not, in the aggregate, exceed 2% of the outstanding number of shares of such issuer’s Common Stock, in each case as of the date of the Corporation’s most recent publicly available consolidated financial statements at the time of such issuance (the “Common Cap”);
PURCHASE AGREEMENT BY AND AMONG CONSTELLATION ENERGY COMMODITIES GROUP, INC., CONSTELLATION ENERGY PARTNERS HOLDINGS, LLC, AND CONSTELLATION ENERGY PARTNERS MANAGEMENT, LLC AS SELLING PARTIES AND POSTROCK ENERGY CORPORATION AS BUYERPurchase Agreement • June 23rd, 2011 • Constellation Energy Group Inc • Electric services • New York
This PURCHASE AGREEMENT, dated as of June 21, 2011 (this “Agreement”), is entered into by and among Constellation Energy Commodities Group, Inc., a Delaware corporation (“CECG”), Constellation Energy Partners Holdings, LLC, a Delaware limited liability company (“CEPH”), Constellation Energy Partners Management, LLC, a Delaware limited liability company (“CEPM” and, together with CECG and CEPH, the “Selling Parties”), and PostRock Energy Corporation, a Delaware corporation (“Buyer”).
BETWEENFull Requirements Service Agreement • November 14th, 2001 • Constellation Energy Group Inc • Electric services • Maryland
PURCHASE AGREEMENT BY AND AMONG CONSTELLATION ENERGY COMMODITIES GROUP, INC. AND CONSTELLATION ENERGY PARTNERS HOLDINGS, LLC AS SELLING PARTIES AND CONSTELLATION ENERGY PARTNERS MANAGEMENT, LLC AND POSTROCK ENERGY CORPORATION AS BUYER PARTIESPurchase Agreement • December 20th, 2011 • Constellation Energy Group Inc • Electric services • New York
This PURCHASE AGREEMENT, dated as of December 19, 2011 (this “Agreement”), is entered into by and among Constellation Energy Commodities Group, Inc., a Delaware corporation (“CECG”), Constellation Energy Partners Holdings, LLC, a Delaware limited liability company (“CEPH” and, together with CECG, the “Selling Parties”), and Constellation Energy Partners Management, LLC, a Delaware limited liability company (“CEPM”), and PostRock Energy Corporation, a Delaware corporation (“PostRock” and, together with CEPM the “Buyer Parties”).
DISTRIBUTION AND ASSIGNMENT AGREEMENTDistribution and Assignment Agreement • March 14th, 2012 • Constellation Energy Group Inc • Electric services • Delaware
This Distribution and Assignment Agreement (the “Agreement”), dated as of March 12, 2012, is entered into by and between Exelon Corporation, a Pennsylvania corporation (“Exelon”), Constellation Energy Group, Inc., a Maryland corporation and subsidiary of Exelon (“CEG”), and RF HoldCo LLC, a Delaware limited liability company and subsidiary of CEG (“RF HoldCo”).
January 25, 1996 Baltimore Gas and Electric Company Liberty and Lexington Streets Baltimore, Maryland 21201 Re: Agreement and Plan of Merger by and among Baltimore Gas and Electric Company, Potomac Electric Power Company and Constellation Energy...Agreement and Plan of Merger • January 26th, 1996 • Constellation Energy Corp • Electric services
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 17, 2008 Among CONSTELLATION ENERGY GROUP, INC., as Borrower THE LENDERS NAMED HEREIN and THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent RBS SECURITIES CORPORATION d/b/a RBS GREENWICH...Credit Agreement • December 18th, 2008 • Constellation Energy Group Inc • Electric services • New York
Reference is made to the Amended and Restated Credit Agreement, dated as of December 17, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (the “Borrower”), the lenders listed in Schedule I thereto (together with their successors and assigns, the “Lenders”), and THE ROYAL BANK OF SCOTLAND PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
AGREEMENT AND PLAN OF MERGER by and among EXELON CORPORATION, BOLT ACQUISITION CORPORATION and CONSTELLATION ENERGY GROUP, INC. Dated as of April 28, 2011Merger Agreement • April 28th, 2011 • Constellation Energy Group Inc • Electric services • New York
AGREEMENT AND PLAN OF MERGER, dated as of April 28, 2011 (this “Agreement”), by and among Exelon Corporation, a Pennsylvania corporation (“Parent”), Bolt Acquisition Corporation, a Maryland corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Constellation Energy Group, Inc., a Maryland corporation (the “Company”).
ContractReplacement Capital Covenant • March 14th, 2012 • Constellation Energy Group Inc • Electric services • New York
Amendment (this “Amendment”), dated as of March 12, 2012 (the “Amendment Effective Date”), by Constellation Energy Group, Inc., a Maryland corporation (together with its successors and assigns, the “Corporation”), to the Replacement Capital Covenant, dated June 27, 2008 (the “Replacement Capital Covenant”), entered into by the Corporation in favor of and for the benefit of each Covered Debtholder (as defined in the Replacement Capital Covenant).
TERMINATION AGREEMENTTermination Agreement • December 17th, 2008 • Constellation Energy Group Inc • Electric services • New York
TERMINATION AGREEMENT (this “Agreement”) dated as of December 17, 2008 by and among MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation (“MidAmerican”), MEHC INVESTMENT, INC., a South Dakota corporation and a wholly owned subsidiary of MidAmerican (“MEHC Investment”), MEHC MERGER SUB INC., a Maryland corporation and a wholly owned subsidiary of MidAmerican (“Merger Sub” and, together with MidAmerican and MEHC Investment, the “MidAmerican Parties”), CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (“Constellation”), CER GENERATION II LLC (“CER LLC”), CONSTELLATION POWER SOURCE GENERATION, INC. (“Constellation Power”) and ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA, a société anonyme organized under the laws of France (“EDFI”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 8th, 2004 • Constellation Energy Group Inc • Electric services • Maryland
This Agreement is made the 16th day of August, 2004, by and between CONSTELLATION ENERGY GROUP, INC. (the "Company") and Mayo A. Shattuck III (the "Executive").
Settlement Agreement Between EDF Inc. (“EDF”) and Exelon Corporation (“Exelon”), Exelon Energy Delivery Company, LLC (“EEDC, LLC”), Constellation Energy Group, Inc. (“Constellation”) and Baltimore Gas and Electric Company (“BGE”)Settlement Agreement • January 19th, 2012 • Constellation Energy Group Inc • Electric services • Maryland
In consideration for the terms and conditions set forth below in this Agreement, EDF Inc. (“EDF”), party to the Maryland Public Service Commission (“Commission”) proceeding captioned as In the Matter of the Merger of Exelon Corporation and Constellation Energy Group, Inc., Case Number 9271 (the “Proceeding”), Electricité de France, S.A., a French société anonyme (“EDF S.A.”) and Exelon Corporation (“Exelon”), Constellation Energy Group, Inc. (“Constellation”), Baltimore Gas and Electric Company (“BGE”), and Exelon Energy Delivery Company, LLC (“EEDC, LLC”) (collectively, the “Applicants”) (Exelon, Constellation, BGE, and EEDC, LLC, together with EDF, collectively the “Signatory Parties”) enter into this Settlement Agreement (the “Agreement”).
INVESTOR AGREEMENTInvestor Agreement • July 25th, 2007 • Constellation Energy Group Inc • Electric services • New York
THIS INVESTOR AGREEMENT (this “Agreement”) made and entered into this 20th day of July 2007, by and between Électricité de France International, SA, a French société anonyme (“EDFI”), and Constellation Energy Group, Inc., a Maryland corporation (“Constellation”);
Grantor Trust Agreement Dated as of February 27, 2004 between Constellation Energy Group, Inc. and T. Rowe Price Trust CompanyGrantor Trust Agreement • August 6th, 2004 • Constellation Energy Group Inc • Electric services • Maryland
This Agreement made the 27th day of February, 2004, by and between Constellation Energy Group, Inc., a Maryland Corporation, or its successor ("CEG") and T. Rowe Price Trust Company ("Trustee");
GRANTOR TRUST AGREEMENT Dated as of February 27, 2004 between CONSTELLATION ENERGY GROUP, INC. and CITIBANK, N.A.Grantor Trust Agreement • August 6th, 2004 • Constellation Energy Group Inc • Electric services • New York
THIS AGREEMENT dated as of February 27, 2004, by and between Constellation Energy Group, Inc., a Maryland corporation, or its successor ("Constellation Energy") and Citibank, N. A., a national banking association as trustee for the trust created hereby ("Trustee").
CONSTELLATION ENERGY NUCLEAR GROUP, LLC a Maryland limited liability company SECOND AMENDED AND RESTATED OPERATING AGREEMENT November 6, 2009Operating Agreement • November 12th, 2009 • Constellation Energy Group Inc • Electric services • Maryland
This Second Amended and Restated Operating Agreement (this “Agreement”) is entered into as of this 6th day of November, 2009 (the “Effective Date”), by and among Constellation Nuclear, LLC (“CNL”), a Delaware limited liability company and wholly owned subsidiary of Constellation Energy Group, Inc. (“Constellation”), CE Nuclear, LLC (“CEN”), a Delaware limited liability company, and EDF Development Inc. (“EDFD”), a Delaware corporation and a wholly owned subsidiary of E.D.F. International S.A. (“EDFI”), as Members (as defined below), Constellation Energy Nuclear Group, LLC, a Maryland limited liability company (the “Company”), for the purposes of Section 13.5 only, EDFI, and for the purposes of Sections 8.4(b) and 13.5 only, Constellation.
ASSET PURCHASE AGREEMENT dated as of August 7, 2010 by and among CONSTELLATION HOLDINGS, INC., or its designee, as Buyer, CONSTELLATION ENERGY GROUP, INC., as Guarantor, and EBG HOLDINGS LLC, BOSTON GENERATING, LLC, MYSTIC I, LLC, FORE RIVER...Asset Purchase Agreement • August 11th, 2010 • Constellation Energy Group Inc • Electric services • New York
ASSET PURCHASE AGREEMENT, dated as of August 7, 2010 (the “Agreement Date”), by and among EBG Holdings LLC, a Delaware limited liability company (“Holdings”), Boston Generating, LLC, a Delaware limited liability company (“BGen”), Mystic I, LLC, a Delaware limited liability company (“Mystic I”), Fore River Development, LLC, a Delaware limited liability company (“FRD”), Mystic Development, LLC, a Delaware limited liability company (“Mystic Development”), BG Boston Services, LLC, a Delaware limited liability company (“BGBS”), and BG New England Power Services, Inc., a Delaware corporation (“BGNE” and together with Holdings, BGen, Mystic I, FRD, Mystic Development and BGBS, “Sellers” and each a “Seller”), Constellation Holdings, Inc., a Maryland corporation (“Buyer”), and Constellation Energy Group, Inc., a Maryland corporation (“Guarantor”). Sellers, Buyer and Guarantor are referred to herein individually as a “Party” and collectively as the “Parties”.
CREDIT AGREEMENT Dated as of October 15, 2010 Among CONSTELLATION ENERGY GROUP, INC., as Borrower THE LENDERS NAMED HEREIN BANK OF AMERICA, N.A., as Administrative Agent, LC Bank and Swingline Lender BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL...Credit Agreement • October 21st, 2010 • Constellation Energy Group Inc • Electric services • New York
This CREDIT AGREEMENT, dated as of October 15, 2010 (this “Agreement”), is entered into among CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (the “Borrower”), the lenders parties (together with their successors and assigns, the “Lenders”), BANK OF AMERICA, N.A. (“Bank of America”), as letter of credit issuing bank, swingline lender and administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 14th, 2012 • Constellation Energy Group Inc • Electric services • Pennsylvania
AGREEMENT AND PLAN OF MERGER, dated March 12, 2012 (this “Agreement”), between Exelon Corporation, a Pennsylvania corporation (“Exelon”) and its direct wholly-owned subsidiary, Constellation Energy Group, Inc., a Maryland corporation (“CEG”).
EXECUTION COPY October 31, 2007 Constellation Energy Group, Inc. 750 E. Pratt Street Baltimore, MD 21202 Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered...Confirmation Agreement • November 1st, 2007 • Constellation Energy Group Inc • Electric services • New York
This Confirmation evidences a complete and binding agreement between the Seller and the Purchaser as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if the Seller and the Purchaser had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law (but without giving regard to its conflicts of law provisions)) on the Trade Date. In the event of any inconsistency between provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement.
October 16, 2008Waivers • October 21st, 2008 • Constellation Energy Group Inc • Electric services
This letter is in connection with the Agreement and Plan of Merger, dated as of September 19, 2008, by and among Constellation Energy Group, Inc., a Maryland corporation (“Constellation”), MidAmerican Energy Holdings Company, an Iowa corporation (“MidAmerican”), and MEHC Merger Sub Inc., a Maryland corporation and a wholly owned subsidiary of MidAmerican, whereby MEHC Merger Sub Inc. will merge with and into Constellation, with Constellation surviving as a wholly owned subsidiary of MidAmerican (the “Merger”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2004 • Constellation Energy Group Inc • Electric services • Maryland
THIS EMPLOYMENT AGREEMENT, dated July 1, 2004, is by and between Constellation Energy Group, Inc., a Maryland corporation ("Constellation" or "Company"), and E. Follin Smith ("Executive").
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • November 8th, 2010 • Constellation Energy Group Inc • Electric services • Maryland
This AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Amendment”) is entered into as of November 3, 2010, by and among Constellation Nuclear, LLC (“CNL”), a Delaware limited liability company and wholly owned subsidiary of Constellation Energy Group, Inc. (“Constellation”), CE Nuclear, LLC (“CEN”), a Delaware limited liability company, and EDF Inc. (f/k/a EDF Development Inc.) (“EDFD”), a Delaware corporation and a wholly owned subsidiary of E.D.F. International S.A. (“EDFI”), as Members, and Constellation Energy Nuclear Group, LLC, a Maryland limited liability company (the “Company”).
