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”.
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”).
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”).
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTSMembership 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”).
AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT FOR ALLOCATED SERVICESAdministrative Services Agreement for Allocated Services • 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.
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. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT FOR DIRECT CHARGED SERVICESThe Administrative 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 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 PartiesMaster 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.
