PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 4th, 2010 • EDF Inc. • Electric services • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 3, 2010, by and among UniStar Nuclear Energy, LLC, a Delaware limited liability company (“UNE”), Constellation New Nuclear, LLC (“CNN”), a Delaware limited liability company, EDF Inc. (f/k/a EDF Development Inc.), a Delaware corporation (“EDF”), E.D.F. International S.A., a French société anonyme (solely for purposes of Section 4.2) (“EDFI”, and, together with EDF, the “EDF Parties”), Constellation Energy Nuclear Group, LLC, a Maryland limited liability company (“CENG”) (solely for purposes of Section 2.4, Article III and Section 4.2), and Constellation Energy Group, Inc., a Maryland corporation (solely for purposes of Section 2.3, Article III and Section 4.2) (“CEG”). Each of UNE, CNN, EDF, CENG and CEG is sometimes referred to herein as a “Party” and, collectively, as the “Parties”, and CEG, CENG and CNN are collectively referred to herein as the “CEG Parties”.
AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT FOR ALLOCATED SERVICESAdministrative Services Agreement • November 4th, 2010 • EDF Inc. • Electric services • New York
This AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT FOR ALLOCATED SERVICES (this “Amendment”) is entered into as of November 3, 2010 (the “Amendment Date”), by and among UniStar Nuclear Energy, LLC (“Company”), a Delaware limited liability company and Constellation Energy Group, Inc. (“CEG” and together with the Company, the “Parties”), a Maryland corporation.
TERMINATION AGREEMENTTermination Agreement • November 4th, 2010 • EDF Inc. • Electric services • New York
THIS TERMINATION AGREEMENT (this “Agreement”), dated as of November 3, 2010, by and among EDF Inc. (f/k/a EDF Development Inc.), a Delaware corporation (“EDFD”), E.D.F. International S.A. (f/k/a Electricité de France International, S.A.), a société anonyme organized under the laws of France (“EDFI”) and Constellation Energy Group, Inc., a Maryland corporation (“Constellation”, and together with EDFD and EDFI, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2010 • EDF Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2010, by and between Constellation Energy Group, Inc., a Maryland corporation (“Constellation”) and EDF Inc. (f/k/a EDF Development Inc.), a Delaware corporation (“EDFD”, and together with Constellation, the “Parties”).
Joint Filing AgreementJoint Filing Agreement • October 13th, 2010 • EDF Inc. • Electric services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, without par value, of Constellation Energy Group, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • November 4th, 2010 • EDF 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”).
ContractInvestor Agreement • October 18th, 2010 • EDF Inc. • Electric services
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTSAssignment and Assumption of Membership Interests • November 4th, 2010 • EDF Inc. • Electric services • New York
THIS AGREEMENT FOR THE ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this “Agreement”), dated as of November 3, 2010, with an effective date as of November 3, 2010, by and among Constellation New Nuclear, LLC (the “Assignor”) and EDF Inc. f/k/a EDF Development Inc. (the “Assignee”).
Administrative Services Agreement for Allocated ServicesAdministrative Services Agreement • October 28th, 2010 • EDF Inc. • Electric services
Parties: CEG and CENG Pricing: Services at fixed cost of $50 million annually, with no escalator Term: January 1, 2011 through December 31, 2017 Scope: Scope and quantity of services as presently provided Other terms: To be negotiated in good faith with all deliberate speed after the date of the Master Agreement on an arm’s length basis. If such negotiations are not completed and an agreement entered into by December 31, 2010, the existing agreement shall continue on a month to month basis at the pricing noted above.
AMENDMENT NO. 1 TO THE SECONDMENT AND ASSIGNMENT AGREEMENTSecondment and Assignment Agreement • October 28th, 2010 • EDF Inc. • Electric services • New York
This AMENDMENT NO. 1 TO THE SECONDMENT AND ASSIGNMENT AGREEMENT (this “Amendment”) is entered into as of October [ ], 2010, by and among UniStar Nuclear Energy, LLC (the “Company”), a Delaware limited liability company and Constellation Energy Nuclear Group, LLC (“CENG” and together with the Company, the “Parties”), a Maryland limited liability company.
AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT FOR DIRECT CHARGED SERVICESAdministrative Services Agreement • October 28th, 2010 • EDF Inc. • Electric services • New York
This AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT FOR DIRECT CHARGED SERVICES (this “Amendment”) is entered into as of October [●], 2010 (the “Amendment Date”), by and among UniStar Nuclear Energy, LLC (“Company”), a Delaware limited liability company and Constellation Energy Group, Inc. (“CEG” and together with the Company, the “Parties”), a Maryland corporation.
Administrative Services Agreement for Allocated and Direct Charge ServicesAdministrative Services Agreement • October 28th, 2010 • EDF Inc. • Electric services
Parties: CEG and CENG Pricing: $55 million less $7.5 mm credit for “Consumption Based Pricing” (CBP) costs (both subject to 2% escalator beyond 2011) plus CBP costs in excess of $7.5 million Examples of application of formula: Example 1: In year 1, if CBP costs are $10 mm, then: Cost: $47.5 plus $2.5 = $50 mm expense Example 2: In year 1, if CBP costs are $15 mm, then: Cost: $47.5 plus $7.5 = $55 mm expense Example 3 (5 years later): $55 mm inflated to $60.7 $7.5 mm credit inflated to $8.3 If CBP costs are $15 mm (in year 5), then: Cost: $52.4 plus 6.7 = $59.1 mm expense Term: January 1, 2011 through December 31, 2017 Scope: Scope and quantity of services as presently provided. Other terms: To be negotiated in good faith with all deliberate speed after the date of the Master Agreement on an arm’s length basis.
INTELLECTUAL PROPERTY ASSIGNMENTIntellectual Property Assignment • November 4th, 2010 • EDF Inc. • Electric services
This INTELLECTUAL PROPERTY ASSIGNMENT (this “Assignment”) is entered into as of November 3, 2010, by Constellation Energy Group, Inc., a Maryland corporation (“Assignor”) in favor of UniStar Nuclear Energy, LLC, a Delaware limited liability company or EDF Inc. f/k/a EDF Development Inc., a Delaware corporation (“EDF”), as designated by EDF (“Assignee”).
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • October 28th, 2010 • EDF Inc. • Electric services • Maryland
This AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Amendment”) is entered into as of October [●], 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”).
AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT FOR DIRECT CHARGED SERVICESAdministrative Services Agreement • November 4th, 2010 • EDF Inc. • Electric services • New York
This AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT FOR DIRECT CHARGED SERVICES (this “Amendment”) is entered into as of November 3, 2010 (the “Amendment Date”), by and among UniStar Nuclear Energy, LLC (“Company”), a Delaware limited liability company and Constellation Energy Group, Inc. (“CEG” and together with the Company, the “Parties”), a Maryland corporation.
PUT TERMINATION AGREEMENTPut Termination Agreement • November 4th, 2010 • EDF Inc. • Electric services • New York
AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • October 28th, 2010 • EDF Inc. • Electric services • New York
This AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT (this “Amendment”) is entered into as of October [●], 2010 (the “Amendment Date”), by and among UniStar Nuclear Energy, LLC (“Company”), a Delaware limited liability company and Constellation Energy Nuclear Group, LLC (“CENG” and together with the Company, the “Parties”), a Maryland limited liability company.
MASTER AGREEMENTMaster Agreement • October 28th, 2010 • EDF Inc. • Electric services • New York
THIS MASTER AGREEMENT (this “Agreement”), dated as of October 26, 2010, by and among Electricité de France, S.A., a French société anonyme (“EDF”), and Constellation Energy Group, Inc., a Maryland corporation (“CEG”). Each of EDF and CEG is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
INTELLECTUAL PROPERTY ASSIGNMENTIntellectual Property Assignment • October 28th, 2010 • EDF Inc. • Electric services
This INTELLECTUAL PROPERTY ASSIGNMENT (this “Assignment”) is entered into as of October 26, 2010, by Constellation Energy Group, Inc., a Maryland corporation (“Assignor”) in favor of UniStar Nuclear Energy, LLC, a Delaware limited liability company or EDF Inc. f/k/a EDF Development, Inc., a Delaware corporation (“EDF”), as designated by EDF (“Assignee”).
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTSAssignment and Assumption of Membership Interests • October 28th, 2010 • EDF Inc. • Electric services • New York
THIS AGREEMENT FOR THE ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this “Agreement”), dated as of October [ ], 2010, with an effective date as of [ ], 2010, by and among Constellation New Nuclear, LLC (the “Assignor”) and EDF Inc. f/k/a EDF Development Inc. (the “Assignee”).
AMENDMENT NO. 1 TO THE SECONDMENT AND ASSIGNMENT AGREEMENTSecondment and Assignment Agreement • November 4th, 2010 • EDF Inc. • Electric services • New York
This AMENDMENT NO. 1 TO THE SECONDMENT AND ASSIGNMENT AGREEMENT (this “Amendment”) is entered into as of November 3, 2010, by and among UniStar Nuclear Energy, LLC (the “Company”), a Delaware limited liability company and Constellation Energy Nuclear Group, LLC (“CENG” and together with the Company, the “Parties”), a Maryland limited liability company.
List of Existing Agreements By and Among the Parties PartiesConfidentiality Agreement • November 4th, 2010 • EDF Inc. • Electric services
AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • November 4th, 2010 • EDF Inc. • Electric services • New York
This AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT (this “Amendment”) is entered into as of November 3, 2010 (the “Amendment Date”), by and among UniStar Nuclear Energy, LLC (“Company”), a Delaware limited liability company and Constellation Energy Nuclear Group, LLC (“CENG” and together with the Company, the “Parties”), a Maryland limited liability company.
