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.
AMENDED AND RESTATED INVESTOR AGREEMENTInvestor Agreement • December 18th, 2008 • Constellation Energy Group Inc • Electric services • New York
THIS AMENDED AND RESTATED INVESTOR AGREEMENT (this “Agreement”) is made and entered into on the 17th day of December, 2008, and amends and restates the Investor Agreement, dated as of July 20, 2007, by and between Électricité de France International, SA, a French société anonyme (“EDFI”), and Constellation Energy Group, Inc., a Maryland corporation (“Constellation”);
PAYMENT GUARANTYPayment Guaranty • December 18th, 2008 • Constellation Energy Group Inc • Electric services • New York
This PAYMENT GUARANTY, dated as of December 17, 2008 (this “Guaranty”), is made by Électricité de France SA, a société anonyme organized under the laws of France (“Guarantor”), in favor of Constellation Energy Group, Inc., a corporation organized under the laws of the State of Maryland (“Seller”).
MASTER PUT OPTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CONSTELLATION ENERGY GROUP, INC., EDF DEVELOPMENT, INC., ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA, and CONSTELLATION ENERGY NUCLEAR GROUP, LLC Dated as of December 17, 2008Master Put Option and Membership Interest Purchase Agreement • December 18th, 2008 • Constellation Energy Group Inc • Electric services • New York
THIS MASTER PUT OPTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 17, 2008, by and among Constellation Energy Group, Inc., a corporation organized under the laws of the State of Maryland (“Seller”), EDF Development, Inc., a corporation organized under the laws of the State of Delaware (“Purchaser”), Électricité de France International, SA, a société anonyme organized under the laws of France and the parent company of Purchaser (“Purchaser’s Parent”), and Constellation Energy Nuclear Group, LLC, a limited liability company organized under the laws of the State of Maryland (the “Company” and, together with Seller and Purchaser, the “Parties” and each individually a “Party”).
STOCK PURCHASE AGREEMENT by and among CONSTELLATION ENERGY GROUP, INC., EDF DEVELOPMENT INC. and ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA December 17, 2008Stock Purchase Agreement • December 18th, 2008 • Constellation Energy Group Inc • Electric services • New York
STOCK PURCHASE AGREEMENT, dated as of December 17, 2008 (this “Agreement”), by and between CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (the “Company”), EDF DEVELOPMENT INC., a Delaware corporation (the “Purchaser”) and ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA, a société anonyme organized under the laws of France and the parent company of Purchaser (“Purchaser’s Parent”).
CONSTELLATION ENERGY GROUP, INC. INVESTOR RIGHTS AGREEMENT December 17, 2008Investor Rights Agreement • December 18th, 2008 • Constellation Energy Group Inc • Electric services • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of December 17, 2008, by and between Constellation Energy Group, Inc., a Maryland corporation (the “Company”) and EDF Development Inc., a Delaware corporation (the “Investor”).
CONSTELLATION ENERGY NUCLEAR GROUP, LLC a Maryland limited liability company SECOND AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • December 18th, 2008 • Constellation Energy Group Inc • Electric services • Maryland
This Second Amended and Restated Operating Agreement (this “Agreement”) is entered into as of this [__] day of [ ], 200[ ], by and between Constellation Energy Group, Inc., a Maryland corporation (“Constellation”), and EDF Development Inc., a Delaware corporation (“EDFD”), as Members (as defined below), and Constellation Energy Nuclear Group, LLC, a Maryland limited liability company (the “Company”).
