8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 17, 2008

CONSTELLATION ENERGY GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

1-12869	52-1964611
(Commission File Number)	(IRS Employer Identification No.)

Maryland

(State or Other Jurisdiction of Incorporation)

100 Constellation Way, Baltimore, MD	21202
(Address of Principal Executive Offices)	(Zip Code)

(410) 470-2800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 17, 2008, Constellation Energy Group, Inc., a Maryland corporation (“Constellation”), and certain of its subsidiaries entered into a series of agreements with Électricité de France International, SA, a société anonyme organized under the laws of France (“EDFI”), and its wholly-owned subsidiary EDF Development, Inc., a Delaware corporation (“EDFD”), under which EDFD will purchase from Constellation preferred stock and specified business interests and assets of Constellation, and EDFD and its affiliates will provide Constellation with additional liquidity.

The principal transactions include:

• the acquisition by EDFD of a 49.99% ownership interest in the nuclear generation and operation business of Constellation for a purchase price of $4.5 billion, subject to certain adjustments and the receipt of necessary regulatory approvals and satisfaction of other closing conditions;

• the provision of a $1 billion up-front cash investment in Constellation in the form of the Series B Preferred Stock (as defined below), which will be credited against the purchase price for the nuclear generation and operation business; and

• the provision of additional liquidity support through an asset put option pursuant to which Constellation could, at its option, sell to EDFD non-nuclear generation assets of Constellation having an aggregate value of up to $2 billion.

In connection with these transactions, Électricité de France, SA, which is the parent of EDFI (“EDF”), has also agreed to provide Constellation with a $600 million interim backstop liquidity facility (as further described below).

Immediately prior to entering into the agreements to effect these transactions, Constellation and certain of its subsidiaries entered into a termination agreement with MidAmerican Energy Holdings Company, an Iowa corporation (“MidAmerican”), and certain of its subsidiaries, and EDFI to terminate the merger agreement entered into by Constellation and MidAmerican and certain subsidiaries of MidAmerican on September 19, 2008 and certain other transactions and cancel the pending merger between Constellation and a wholly-owned subsidiary of MidAmerican. Constellation filed a separate Current Report on Form 8-K on December 17, 2008 summarizing the termination agreement and a related letter agreement and attaching as exhibits copies of those agreements as well as copies of press releases regarding all of these transactions.

Master Agreement

On December 17, 2008, Constellation, Constellation Energy Nuclear Group, LLC (“CENG”), EDFD and EDFI entered into a Master Put Option and Membership Interest Purchase Agreement (the “Master Agreement”). The Master Agreement provides for the purchase by EDFD of a 49.99% membership interest in CENG for $4.5 billion, subject to certain adjustments. In addition, under the Master Agreement, EDFD has agreed to provide Constellation with up to $2 billion of additional liquidity through a put arrangement by which Constellation can require EDFD to purchase various non-nuclear generation assets from time to time through December 31, 2010 (subject to earlier termination if the Master Agreement is terminated because of a breach by Constellation or CENG).

Sale of 49.99% Interest in CENG

CENG owns and operates five nuclear generation facilities and is currently a wholly-owned subsidiary of Constellation. The five nuclear generation facilities are Calvert Cliffs Units 1 and 2, Nine Mile Point Power Station Units 1 and 2 and R.E. Ginna Nuclear Power Plant. Pursuant to the Master Agreement, Constellation will sell 49.99% of its ownership interest in CENG to EDFD for $4.5 billion, subject to adjustments for working capital, indebtedness and cash. EDFD will surrender the

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Series B Preferred Stock acquired from Constellation, as discussed below, in exchange for a credit against this purchase price in an amount equal to the purchase price of the Series B Preferred Stock, plus any accrued but unpaid dividends thereon. Upon closing of the membership interest purchase contemplated by the Master Agreement, Constellation expects to deconsolidate its investment in CENG and account for its continuing 50.01% interest in CENG prospectively under the equity method of accounting.

Upon completion of the sale of the 49.99% interest to EDFD, CENG will be operated under the terms of an LLC Operating Agreement (the “Operating Agreement”), which is included as an exhibit to the Master Agreement. Under the Operating Agreement, a ten member board of directors will manage CENG. Each of Constellation and EDFI will appoint five directors, with Constellation at all times appointing the Chairman. All Constellation appointees must be US citizens, and at least one EDFD director must be a US citizen. The Chairman will hold a casting vote in the event of deadlock on matters related to safety, security and reliability of the nuclear fleet, staffing of key executive officer positions of CENG, and upon any vacancy in the office of chief executive officer if the parties do not reach agreement on the first nominee, as well as on other matters that in view of US laws or regulations require or make it reasonably necessary to assure US control. The Operating Agreement also addresses other ongoing matters, such as the transferability of membership interests, power marketing for involving the nuclear fleet, and other operational matters.

Put Arrangement

The Master Agreement includes a put arrangement that provides Constellation with additional liquidity of up to $2.0 billion. Pursuant to the put arrangement, Constellation can exercise an option at any time, and from time to time, through the earlier of (i) December 31, 2010 or (ii) termination of the Master Agreement by EDFD for Constellation’s or CENG’s breach of the Master Agreement, to require EDFD to acquire one or more of 11 specified non-nuclear generation assets, at pre-agreed prices, in any combination that Constellation determines, but for an aggregate price of no more than $2.0 billion. The aggregate agreed prices for the 11 assets is approximately $2.15 billion, but Constellation cannot exercise the put to sell more than $2.0 billion of assets, so it will have discretion over which assets to sell and which to retain, even if it decides to draw on the full $2.0 billion available under the put arrangement. A form of asset purchase agreement to be used if Constellation exercises its put rights has been fully negotiated.

Exercise of the put option as to any asset is conditioned upon customary closing conditions including (i) the receipt of required regulatory approvals and third-party consents, (ii) the absence of any material liens on such asset, and (iii) the absence of a Generation Material Adverse Effect (as defined in the Master Agreement) as to such asset. EDFD and Constellation have agreed to apply for the required consents and regulatory approvals on a conditional basis within thirty days of the date of the Master Agreement. EDFD and Constellation have agreed in the Master Agreement that if Constellation exercises the put option, they will complete a sale of the assets covered by the exercised put (by EDFD paying the full purchase price to Constellation and taking title to the assets being sold) within five business days of exercise of such put option by Constellation. The representations and warranties set forth in the purchase agreement for the put transactions will not survive the closing of any sale of an asset subject to a put option.

The eleven non-nuclear generation assets subject to the put option are: (i) Handsome Lake, (ii) Perryman 51, (iii) ACE Cogeneration, (iv) Panther Creek / Colver Power, (v) Sunnyside Cogeneration, (vi) Keystone, (vii) Conemaugh, (viii) C.P. Crane, (ix) Safe Harbor, (x) West Valley, and (xi) Grand Prairie.

Representations, Warranties and Covenants

The Master Agreement contains customary representations, warranties and covenants of Constellation, CENG and EDFD. The representations and warranties of Constellation and CENG under the Master Agreement will not survive closing, and there is no post-closing indemnification arrangement for breaches of representations, warranties or covenants. The agreement’s covenants include an obligation for Constellation and CENG to

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operate their facilities (nuclear generation stations) in the ordinary course consistent with good utility practices and past practices and an agreement to use reasonable best efforts to obtain required regulatory approvals, as well as other customary covenants. Pursuant to the Master Agreement, EDFD is obligated to make certain additional payments to Constellation for various items, including reimbursement for $150 million of transaction expenses (which amount EDFD paid to Constellation on December 17, 2008) and the transfer from Constellation to CENG, at the time EDFD acquires a 49.99% interest in CENG, of hedge contracts having an aggregate negative value of up to a specified amount.

Closing Conditions

The Master Agreement contains customary closing conditions, including (i) the receipt of all required regulatory approvals, including approval of the Federal Energy Regulatory Commission, the Nuclear Regulatory Commission, the Committee on Foreign Investment in the United States and New York Public Service Commission, (ii) the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (iii) the absence of the occurrence of a Material Adverse Effect on Constellation and CENG (each as defined in the Master Agreement) from the date of the Master Agreement.

Termination; Termination Fees

The Master Agreement includes customary termination rights of the parties, including the right of either party to terminate, subject to the provisions of the Master Agreement, if the closing of the sale of 49.99% of CENG to EDF has not occurred on or before the date nine months after the execution of the Master Agreement; however, the termination date can be extended by either Constellation or EDFD for an additional three months if all closing conditions have been satisfied, other than receipt of required regulatory approvals or the existence of a law or court order prohibiting the closing. If the Master Agreement is terminated for a failure of the closing to occur by the specified outside date (a) by either party where all of the required regulatory approvals have been obtained or (b) by EDFD where all of the required regulatory approvals have been obtained or reasonably could have been obtained (consistent with the obligations of the parties under the Master Agreement), EDFD will be required to pay Constellation a termination fee equal to $175,000,000.

Guaranty; Limitation of Remedies

EDFI has agreed to guarantee the payment of all amounts required to be paid by EDFD under the Master Agreement. However, the maximum aggregate liability of EDFD and EDFI under the Master Agreement for any losses or damages suffered by Constellation or CENG is limited in amount to $1.5 billion. Constellation’s recourse with respect to the first $1 billion of such losses or damages is limited to preferred stock of Constellation that EDFD is acquiring (as discussed below) or the 10% Senior Notes (as defined below) that EDFD will receive upon redemption of such preferred stock (for as long as any such securities are outstanding). Prior to termination of the Master Agreement, EDFD and EDFI are entitled to equitable remedies to prevent breaches by Constellation and/or CENG and to specifically enforce the terms and provisions of the Master Agreement, in addition to any other remedies they may have at law or in equity. Constellation and CENG are not entitled to seek specific performance, except to enforce EDFD’s obligations with respect to the put arrangement.

The foregoing descriptions of the Master Agreement and the Operating Agreement do not purport to be complete and are qualified in their entirety by reference to the Master Agreement and the Operating Agreement, copies of which are attached hereto as Exhibit 2.1 and Exhibit 10.1, respectively, and are incorporated herein by reference.

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Stock Purchase Agreement and Articles Supplementary

On December 17, 2008, simultaneous with the execution of the Master Agreement, Constellation entered into a Stock Purchase Agreement (the “Purchase Agreement”) with EDFD and EDFI providing for the private placement to EDFD of 10,000 shares of the 8% Series B Preferred Stock of Constellation (the “Series B Preferred Stock”) for an aggregate purchase price of $1.0 billion. EDFD completed the purchase of the Series B Preferred Stock on December 17, 2008.

If EDFD completes the purchase of the 49.99% interest in CENG pursuant to the Master Agreement, as described above, at the closing of that acquisition EDFD will surrender to Constellation all of the shares of Series B Preferred Stock (which would be valued at $1 billion, plus any accrued but unpaid dividends) as partial payment for the purchase of the interest in CENG. (The balance of the purchase price for the CENG membership interest would be paid in cash.)

Series B Preferred Stock

The terms of the Series B Preferred Stock are set forth in articles supplementary (“Articles Supplementary”), which Constellation filed with the State of Maryland on December 17, 2008. The Articles Supplementary designate certain preferences, conversion and other rights, and the terms and conditions of redemption of the Series B Preferred Stock. The Series B Preferred Stock ranks senior to all classes of common stock of Constellation and accrues dividends at a rate of 8% per annum, subject to certain adjustments, payable quarterly in cash or additional shares of Series B Preferred Stock, at Constellation’s option. In the event of a liquidation or change of control, holders of the Series B Preferred Stock will be entitled to receive 100% of the stated value for each share plus all accrued but unpaid dividends.

Under the Articles Supplementary, Constellation has agreed to grant EDFD a non-voting observer to the Constellation board of directors so long as EDFD and its affiliates beneficially own at least 33.3% of the shares of Series B Preferred Stock that were originally issued to EDFD. The board observer has the right to attend and participate in all meetings of, and receive all material distributed to, the board of directors (subject to customary exceptions), but is not entitled to vote at meetings of the board of directors or any committees thereof.

The Articles Supplementary provide that so long as any shares of the Series B Preferred Stock are outstanding, Constellation may not engage in certain actions that would adversely affect the holders of the Series B Preferred, including amending any provision of Constellation’s charter or bylaws in any manner that would adversely affect the rights of the Series B Preferred Stock, issuing any senior stock or parity stock or any security convertible into, or exchangeable or exercisable for, shares of senior stock or parity stock, or authorizing or effecting a voluntary or involuntary liquidation, dissolution or winding up. In addition, the Articles Supplementary include certain limitations on Constellation’s ability to incur certain types of indebtedness, pay certain dividends and make distributions in respect of its capital stock (but without restriction on the continued payment of regular common stock dividends not in excess of current levels), or the redemption or repurchase of shares of capital stock.

Upon the termination of the Master Agreement, each share of Series B Preferred Stock shall be redeemed on the later of the date of termination of the Master Agreement or December 31, 2009 for $1.0 billion in aggregate principal amount of Constellation’s 10% Senior Notes (described below).

The foregoing descriptions of the Purchase Agreement and the Articles Supplementary do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the Articles Supplementary, copies of which are attached hereto as Exhibit 10.2 and Exhibit 3.1, respectively, and are incorporated herein by reference.

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The Master Agreement and the Purchase Agreement have been included as exhibits to this Current Report on Form 8-K to provide you with information regarding their terms. They are not intended to provide any other factual information about Constellation. The Master Agreement and the Purchase Agreement contain representations and warranties that the parties thereto made to each other as of specific dates. The assertions embodied in the representations and warranties in the Master Agreement and the Purchase Agreement were made solely for purposes of the Master Agreement and the Purchase Agreement and the transactions and agreements contemplated thereby among the respective parties thereto and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the terms thereof. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or may have been used for the purpose of allocating risk among the parties to the Master Agreement and the Purchase Agreement rather than establishing matters as facts.

10% Senior Notes

The 10% Senior Notes, if issued, will be in an aggregate principal amount of $1 billion and will accrue dividends at a rate of 10% per annum, payable monthly in cash. If an event of default (as defined in the 10% Senior Notes) has occurred and is continuing, interest will accrue at 13%. The 10% Senior Notes will mature and become due and payable on June 30, 2010.

Pursuant to the 10% Senior Notes, Constellation will be subject to certain affirmative covenants relating to the payment of its obligations, the conduct of its business and corporate existence, maintenance of its property and insurance and the inspection of its books and records. In addition, Constellation will be subject to negative covenants that will be consistent with those included in Constellation’s senior bank credit facilities (which are discussed below). These covenants include limitations on indebtedness; certain extraordinary transactions; certain asset sales; certain types of payments, investments, loans and advances; certain acquisitions; transactions with affiliates; optional payments on, and modifications to, debt instruments; and issuance of capital stock. Upon an event of default (as defined in the 10% Senior Notes), holders of the 10% Senior Notes may declare the 10% Senior Notes due and payable; however, if an event of default relates to bankruptcy or insolvency, the 10% Senior Notes will automatically become immediately due and payable. The form of the 10% Senior Note is attached as Exhibit A to the Articles Supplementary included in Exhibit 3.1 and is incorporated herein by reference.

Investor Rights Agreement

In connection with entering into the Purchase Agreement, Constellation and EDFD also entered into an Investor Rights Agreement, dated as of December 17, 2008 (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, Constellation is subject to certain affirmative covenants in favor of EDFD relating to the inspection of its books and records and the conduct of its hedging, energy and energy-related trading and commodity price risk transactions.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Investor Rights Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Amended Credit Facilities

As previously disclosed in Constellation’s Current Report on Form 8-K, filed on November 19, 2008, Constellation entered into an unsecured revolving credit facility with The Royal Bank of Scotland plc, as Administrative Agent, UBS Securities LLC, as Syndication Agent, and various financial institutions (the “RBS Credit Facility”). On December 17, 2008, the RBS Credit Facility was amended and restated. As amended, this credit facility provides for an aggregate commitment of $1.23 billion, which may be drawn down in the form of loans. Lending commitments under the RBS Credit Facility will terminate on the earlier of (i) November 12, 2009 and (ii) the acquisition by EDFD of the 49.99% membership interest in CENG contemplated by the Master Agreement (the “CENG Acquisition”). As a result of the amendment and restatement (i) certain covenants and other provisions of the RBS Credit Facility were modified to permit the transactions with EDFD and its affiliates described in this report (the “EDF Group Transactions”), (ii) proceeds received by Constellation in connection with the EDF Group Transactions shall be exempt from the mandatory prepayment requirement contained in the RBS Credit Facility, and (iii) on the date on which (x) the Termination Date (as defined in the Master Agreement) shall have occurred and (y) either Constellation’s senior unsecured non-credit enhanced debt rating issued by either S&P or Fitch Ratings, Inc. or Moody’s shall be downgraded to below BBB- or Baa3, respectively, Constellation shall (A) cause first priority liens to be granted on certain generating plants owned by its wholly-owned subsidiaries and (B) pledge its membership interests in CENG as security for its obligations under the RBS Credit Facility. In addition, subsidiaries of Constellation required to pledge assets shall be required to issue limited recourse guarantees of Constellation’s obligations under the RBS Credit Facility.

Loans outstanding under the RBS Credit Facility will bear interest at variable rates based on, as determined at Constellation’s election, the Eurodollar rate plus the greater of an applicable margin and a LIBOR market rate spread or a base rate calculated based on the greater of the prime rate, the federal funds effective rate or the one month LIBOR rate plus an applicable margin. In addition to the amendment fees, Constellation will pay a one-time funding fee on December 31, 2008, a quarterly commitment fee on the aggregate unused commitments of the lenders and a quarterly step-up fee on the aggregate commitments of the lender regardless of usage.

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Constellation entered into an unsecured credit facility with Wachovia Bank, National Association, as Administrative Agent, LC Bank and Swingline Lender, and various financial institutions (the “Wachovia Credit Facility” and, together with the RBS Credit Facility, the “Credit Facilities”). On December 17, 2008, the Wachovia Credit Facility was amended and restated. As amended, this credit facility provides for an aggregate commitment of $3.85 billion (to be reduced to $2.32 billion on the date of completion of the CENG Acquisition), which may be drawn down in the form of revolving loans, swingline loans or letters of credit. Lending commitments under the Wachovia Credit Facility will terminate on July 31, 2012. As a result of the amendment and restatement (i) certain covenants and other provisions of the Wachovia Credit Facility were modified to permit the EDF Group Transactions and (ii) on the earlier to occur of (x) the CENG Acquisition and (y)(A) the date on which the Termination Date (as defined in the Master Agreement) shall have occurred and (B) either Constellation’s senior unsecured non-credit enhanced debt rating issued by either S&P or Fitch Ratings, Inc. or Moody’s shall be downgraded to below BBB- or Baa3, respectively, Constellation shall (1) cause first priority liens to be granted on certain generating plants owned by its wholly-owned subsidiaries and (2) pledge its membership interests in CENG as security for its obligations under the Wachovia Credit Facility. In addition, subsidiaries of Constellation required to pledge assets shall also be required to issue limited recourse guarantees of Constellation’s obligations under the Wachovia Credit Facility.

Loans outstanding under the Wachovia Credit Facility will bear interest at variable rates based on, as determined at Constellation’s election, the Eurodollar rate plus an applicable margin, the LIBOR Market Index Rate plus an applicable margin or a base rate calculated based on the greater of the prime rate, the federal funds effective rate or the one month LIBOR rate plus an applicable margin. In addition to amendment fees, Constellation will pay a quarterly letter of credit fee, a quarterly commitment fee on the aggregate unused commitments of the lenders and prior to the earlier to occur of (i) the Termination Date (as defined in the Master Agreement) and (ii) the date of the CENG Acquisition (the “Pricing Change Date”), a quarterly step-up fee on the aggregate commitments of the lender regardless of usage. The method for determining pricing of the loans and outstanding letters of credit shall be modified on the Pricing Change Date.

The foregoing descriptions of the Credit Facilities, as amended and restated, do not purport to be complete and are qualified in their entirety by reference to the each respective Credit Facility, copies of which are attached hereto as Exhibit 10.5 and Exhibit 10.6 and are incorporated herein by reference.

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Amended and Restated Investor Agreement

On December 17, 2008, Constellation and EDFI amended and restated that certain Investor Agreement, dated as of July 20, 2007, by and between EDFI and Constellation. The original agreement permitted EDFI to acquire up to 9.9% of Constellation’s common stock and imposed on EDFI certain standstill provisions, including a requirement that it vote all shares of stock as recommended by Constellation’s board of directors.

Under the amended terms of this agreement, the standstill imposed on EDFI and its affiliates (the “EDF Group”) has been modified so that the EDF Group may participate in any tender or exchange offer for common stock of Constellation as a seller, and the EDF Group may vote any securities its owns in its discretion at any special meeting of the holders of Constellation common stock to consider a business combination transaction that would result from any such tender or exchange offer. In addition, following certain extraordinary events, including the public announcement by Constellation of the commencement of a process to solicit proposals to effect a change of control transaction, any filing by a third person with the FERC or the NRC to increase its beneficial ownership of then outstanding shares of common stock above 10% (other than in the case of a passive investor) or the public announcement of entry by Constellation into a definitive agreement (including a letter of intent) with any third party that would result in a change of control of Constellation, the EDF Group will be freed from certain of the standstill provisions in the Investor Agreement, so that it may acquire additional shares of Constellation common stock (above the current 9.9% limitation), vote its shares in its discretion (other than with respect to the election of directors, as to which it must continue to vote consistent with the recommendation of Constellation’s board of directors), make a proposal to acquire Constellation, or join with a group as defined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the EDF Group is permitted to sell shares of common stock of Constellation at any time in accordance with the requirements of Rule 144 adopted under the Exchange Act.

This agreement also provides that following EDFD’s acquisition of 49.99% of CENG, EDFD will have the right to appoint one director to Constellation’s board of directors. This person will also have the right to serve on any committees of the board, subject to applicable laws and regulations and NYSE listing standards.

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The foregoing description of the Amended and Restated Investor Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Investor Agreement, a copy of which is attached hereto as Exhibit 10.7 and is incorporated herein by reference.

EDF Guaranty

On December 17, 2008, in connection with the EDF Group Transactions, EDF provided Constellation with a Payment Guaranty, pursuant to which EDF guaranteed full and prompt payment of EDFD’s payment obligations under the Master Agreement and Purchase Agreement, subject to (i) a $500 million limit for obligations under the Master Agreement occurring prior to a redemption of the Series B Preferred Stock or, if issued, prior to a repayment of the 10% Senior Notes; (ii) a $1.5 billion limit for obligations under the Master Agreement occurring after a redemption of the Series B Preferred Stock or, if issued, after a repayment of the 10% Senior Notes; and, (iii) a $1.0 billion limit for obligations under the Purchase Agreement.

The foregoing description of the Payment Guaranty does not purport to be complete and is qualified in its entirety by reference to the Payment Guaranty, a copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

As described above in Item 1.01, on December 17, 2008, Constellation entered into the Purchase Agreement providing for the private placement to EDFD of the Series B Preferred Stock for an aggregate purchase price of $1 billion. Under certain circumstances, the Series B Preferred Stock is redeemable for the 10% Senior Notes. The placement of the Series B Preferred Stock was completed on December 17, 2008.

The placement of the Series B Preferred Stock and issuance of the 10% Senior Notes upon redemption of the Series B Preferred Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Constellation is relying upon the exemptions from registration provided by Section 4(2) of the Securities Act. EDFD has represented that it is an accredited investor, as such term is defined in Regulation D under the Securities Act, and that it was acquiring the securities for its own account and not with a view to or for sale in connection with any distribution thereof, and appropriate legends will be affixed to the securities.

Item 3.03 Material Modifications to Rights of Security Holders

As described above in Item 1.01, in accordance with the Purchase Agreement, Constellation filed the Articles Supplementary with the State of Maryland. On December 17, 2008 Constellation issued shares of Series B Preferred Stock upon the terms and subject to the conditions set forth in the Purchase Agreement. A copy of the Articles Supplementary is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described above in Item 1.01, as contemplated by the Purchase Agreement, Constellation filed the Articles Supplementary with the State of Maryland on December 17, 2008. A copy of the Articles Supplementary is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events

On December 17, 2008, Constellation entered into a Senior Unsecured Note Commitment Letter with EDF (the “Backstop Liquidity Facility”). The Backstop Liquidity Facility provides for the commitment by EDF to purchase from Constellation senior unsecured debt securities up to an aggregate principal amount of $600 million. EDF’s commitments under the Backstop Liquidity Facility will terminate on the earlier of (i) the date on which the conditions to the exercise of the put option under the Master Agreement in an aggregate amount equal to at least $600 million have been satisfied or waived by EDF, (ii) the date on which Constellation obtains alternate financing in an aggregate principal amount of at least $600 million and (iii) the six month anniversary of the effectiveness of the Backstop Liquidity Facility (the “Termination Date”). Each Senior Unsecured Note issued under the Backstop Liquidity Facility shall mature on the earlier of (i) 30 days after the issue date of such Senior Unsecured Note or (ii) the Termination Date. The Backstop Facility contains covenants for the repayment of principal and accrued interest, standard corporate representations and warranties and conditions to the issuance of Senior Unsecured Notes (including (i) no availability under Constellations existing credit facilities and (ii) Constellation’s use of its commercially reasonable best efforts to obtain alternate financing).

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
2.1	Master Put Option and Membership Interest Purchase Agreement, dated as of December 17, 2008, by and among Constellation Energy Group, Inc., EDF Development, Inc., and Électricité de France International, SA.
3.1	Articles Supplementary of Constellation Energy Group, Inc., dated as of December 17, 2008.
10.1	Form of CENG Operating Agreement.
10.2	Stock Purchase Agreement, dated as of December 17, 2008, by and among Constellation Energy Group, Inc., EDF Development, Inc. and Électricité de France International, SA.
10.3	Investor Rights Agreement, dated as of December 17, 2008, by and among Constellation Energy Group, Inc. and EDF Development, Inc.
10.4	Payment Guaranty, dated as of December 17, 2008, by and between Constellation Energy Group, Inc. and Électricité de France, SA.
10.5	Amended and Restated Credit Agreement, dated as of December 17, 2008, among Seller, the Lenders named therein and the Royal Bank of Scotland PLC, as Administrative Agent.
10.6	Second Amended and Restated Credit Agreement, dated as of December 17, 2008, among Seller, the Lenders named therein, Wachovia Bank, National Association, as Administrative Agent, LC Bank and Swingline Lender, and Wachovia Bank, National Association, as Collateral Agent.
10.7	Amended and Restated Investor Agreement, dated as of December 17, 2008, by and between Constellation Energy Group, Inc. and Électricité de France International, SA.

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SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on December 18, 2008.

CONSTELLATION ENERGY GROUP, INC.
	/s/ Charles A. Berardesco
By:	Charles A. Berardesco
Its:	Senior Vice President and General Counsel

EX-2.1

Exhibit 2.1

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, 2008

TABLE OF CONTENTS

		PAGE
ARTICLE 1 PURCHASE AND SALE OF DESIGNATED INTEREST		2
1.1	Purchase and Sale of Designated Interest	2
1.2	Designated Interest Closing	2
1.3	Deliveries at the Designated Interest Closing	2
1.4	Purchase Price Adjustments	3
1.5	Tax Withholding	5
1.6	Alternative Structure	5
ARTICLE 2 PUT OPTION		6
2.1	Grant	6
2.2	Exercise Mechanics; Exercise Price	6
2.3	Put Closing	8
2.4	Deliveries at Put Closing	8
2.5	Conditions Precedent to Put Exercise	9
2.6	Alternative Transaction Structure	9
2.7	Assignment	9
2.8	Termination	9
2.9	Covenants	10
2.10	Specific Performance.	12
ARTICLE 3 REPRESENTATIONS AND WARRANTIES RELATING TO SELLER		12
3.1	Organization; Qualification	13
3.2	Authority; Enforceability	13
3.3	No Conflict or Breach	13
3.4	Required Filings and Consents	14
3.5	Membership Interests	14
3.6	Litigation	14
3.7	No Broker	14
3.8	Termination of the Merger Agreement	14
3.9	Reports and Seller Financial Statements	14
3.10	No Undisclosed Liabilities	15
3.11	Absence of Certain Changes or Events	15
3.12	Solvency	15
3.13	No Vote Required	16
3.14	No Obligor or Guarantor	16
3.15	Credit Agreements	16
ARTICLE 4 REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY		16
4.1	Organization; Authority	17

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4.2	Subsidiaries	17
4.3	Capitalization of the Company	18
4.4	Authority; Enforceability	18
4.5	No Conflict or Breach	19
4.6	Required Filings and Consents	19
4.7	Reports	19
4.8	Litigation	19
4.9	[RESERVED]	19
4.10	Ownership and Sufficiency of Assets	20
4.11	[RESERVED]	20
4.12	Absence of Certain Changes or Events	20
4.13	Compliance with Applicable Law; Permits	20
4.14	Contracts	20
4.15	NRC Licenses	21
4.16	Regulation as a Utility	22
4.17	Decommissioning Funds	22
4.18	Properties	23
4.19	Operations	24
4.20	Intellectual Property	24
4.21	Environmental Compliance	24
4.22	Taxes	25
4.23	Employee Benefits	27
4.24	Employment Matters	28
4.25	Insurance	29
4.26	Books and Records	29
4.27	No Broker	29
4.28	Indebtedness	29
4.29	Affiliate Transactions	30
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER		30
5.1	Organization; Qualification	30
5.2	Authority; Enforceability	30
5.3	No Conflict or Breach	30
5.4	Required Filings and Consents	31
5.5	Litigation	31
5.6	No Broker	31
5.7	Financial Capability	31
5.8	Purchase for Investment	31
ARTICLE 6 COVENANTS OF THE PARTIES		32
6.1	Conduct of Business	32
6.2	Access to Information	35
6.3	Expenses	36
6.4	Further Assurances; Cooperation	36
6.5	Public Statements	37

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6.6	Consents and Approvals	37
6.7	Tax Matters	39
6.8	Advice of Changes	41
6.9	Spent Nuclear Fuel Fees	41
6.10	Insurance	42
6.11	Termination of Certain Arrangements	42
6.12	Affiliate Transactions	42
6.13	Transfer of UniStar Interest	42
6.14	Purchaser’s Parent Guarantee.	42
6.15	Indebtedness	44
6.16	[RESERVED]	44
6.17	Encumbrances	44
6.18	[RESERVED]	44
6.19	Methodology	44
6.20	Power Marketing	44
6.21	Transfer of Certain Agreements	44
6.22	Contribution to Constellation Energy Group Foundation	45
6.23	Construction of Visitor Center	45
6.24	Payments Related to Outstanding Performance Units	45
6.25	Transaction Costs	45
6.26	Additional Payments	46
ARTICLE 7 CONDITIONS TO CLOSING		46
7.1	Conditions to Obligations of Each Party	46
7.2	Conditions to Obligations of Purchaser	46
7.3	Conditions to Obligations of Seller	47
ARTICLE 8 TERMINATION		48
8.1	Termination	48
8.2	Effect of Termination	49
8.3	Termination Fee	49
ARTICLE 9 MISCELLANEOUS		49
9.1	Non-Survival; Effect of Representations and Warranties	49
9.2	Entire Agreement	49
9.3	Succession and Assignment	49
9.4	Counterparts	49
9.5	Headings	50
9.6	Notices	50
9.7	Governing Law	51
9.8	Dispute Resolution	51
9.9	Amendments and Waivers	51
9.10	No Third Party Beneficiaries	52
9.11	Severability	52

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9.12	Remedies	52
9.13	Interpretation and Construction	53
9.14	Certain Definitions	53
Exhibits
Exhibit A	Nuclear Business
Exhibit B	Generation Assets
Exhibit C	Operating Agreement
Exhibit D	Assignment of Membership Interests
Exhibit E	Asset Purchase Agreement
Exhibit F	Amended and Restated Credit Agreements

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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”).

WHEREAS, Seller is the beneficial and record owner of all of the outstanding membership interests in the Company (“Seller’s Membership Interest”);

WHEREAS, Seller conducts, exclusively through the Company and its Subsidiaries, a nuclear generation operation that owns, operates and maintains the nuclear generating facilities set forth on Exhibit A (the “Nuclear Business”);

WHEREAS, Seller desires to sell, transfer and deliver, and Purchaser desires to purchase, acquire and assume, all of Seller’s right, title and interest in, to and under 49.99% of Seller’s Membership Interest (the “Designated Interest”), all upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, Seller owns, directly or indirectly, the non-nuclear generation assets, including all related contract rights and permits necessary to own and operate such assets, that are set forth on Exhibit B hereto (the “Generation Assets”);

WHEREAS, Purchaser wishes to grant Seller a put option on the Generation Assets, upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, in connection with the execution and delivery of this Agreement on the date hereof, Purchaser and Seller have entered into a purchase agreement (the “Series B Preferred Purchase Agreement”) whereby Purchaser has agreed to purchase upon the terms and subject to the conditions set forth in the Series B Preferred Purchase Agreement $1,000,000,000 of nonconvertible cumulative preferred stock of Seller (the “Series B Preferred”);

WHEREAS, in connection with the execution and delivery of this Agreement on the date hereof, the Parties desire to amend and restate, as of the Designated Interest Closing (as defined herein), the Amended and Restated Operating Agreement of the Company, dated as of July 1, 2002, by entering into the Second Amended and Restated Operating Agreement of the Company, in the form attached hereto as Exhibit C (the “Operating Agreement”), to provide for, among other things, (i) the rights, powers and duties of the members of the Company and (ii) the management and conduct of the business of the Company and its Subsidiaries;

WHEREAS, in connection with the execution and delivery of this Agreement, the Parties have entered into an Amended and Restated Investor Agreement, amending and restating that certain Investor Agreement, dated as of July 20, 2007, as amended through the date hereof, by and between Seller and Purchaser;

WHEREAS, in connection with the execution and delivery of this Agreement, EDF (as defined herein) and Seller have entered into a letter agreement relating to the commitment by EDF to purchase from Seller senior unsecured debt securities on the terms and subject to the conditions set forth therein (the “Bridge Facility”);

WHEREAS, in connection with the execution and delivery of this Agreement, Électricité de France SA, a société anonyme organized under the laws of France (“EDF”), has entered into an EDF Payment Guaranty, pursuant to which EDF guarantees certain payment obligations of Purchaser in accordance with the terms thereof; and

WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Section 9.14.

NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants herein contained and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1

PURCHASE AND SALE OF DESIGNATED INTEREST

1.1 Purchase and Sale of Designated Interest. Upon the terms and subject to the conditions of this Agreement, at the Designated Interest Closing, Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, the Designated Interest for $4,500,000,000 (the “Purchase Price”), as adjusted pursuant to Section 1.4.

1.2 Designated Interest Closing. The closing of the purchase and sale of the Designated Interest (the “Designated Interest Closing”) shall take place at 10:00 a.m., New York City time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York, 10036 on the fifth (5th) Business Day immediately following the date on which the last of the conditions contained in Article 7 is satisfied or, to the extent permitted hereby, waived (other than those conditions that by their nature are to be satisfied at the Designated Interest Closing, but subject to the satisfaction, or to the extent permitted hereby, waiver of such conditions), or at such other time or on such other date or at such other place as Purchaser and Seller may mutually determine (the “Designated Interest Closing Date”).

1.3 Deliveries at the Designated Interest Closing. At the Designated Interest Closing:

(a) Purchaser shall (i) pay to Seller in cash the Estimated Cash Purchase Price by wire transfer in immediately available funds to an account specified in writing by Seller to Purchaser and (ii) surrender the Series B Preferred to Seller, it being understood that the $1,000,000,000 in principal amount of Purchaser’s investment in the Series B Preferred together with any Accrued Dividends as of the Designated Interest Closing Date shall be credited in full against the Purchase Price;

(b) Seller shall deliver to Purchaser a duly and validly executed assignment of membership interests in the form attached hereto as Exhibit D (the “Assignment of

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Membership Interests”), transferring ownership of the Designated Interest to Purchaser, free and clear of all Encumbrances, and otherwise sufficient to vest in Purchaser good title to the Designated Interest;

(c) Seller shall deliver to Purchaser (i) copies, certified by the Secretary or any Assistant Secretary of Seller and the Company, of resolutions authorizing the execution and delivery of this Agreement and all of the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby and (ii) a certificate of good standing with respect to each of Seller and the Company, issued by the Department of Assessments and Taxation of the State of Maryland;

(d) Purchaser shall deliver to Seller (i) copies, certified by the Secretary or any Assistant Secretary of Purchaser, of resolutions authorizing the execution and delivery of this Agreement and all of the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby and (ii) a certificate of good standing with respect to Purchaser, issued by the Secretary of State of the State of Delaware;

(e) the Operating Agreement shall be duly executed and delivered by each of the Parties; and

(f) each Party shall deliver the other documents and agreements required to be delivered by it pursuant to Article 7.

1.4 Purchase Price Adjustments.

(a) Not later than ten (10) Business Days prior to the Designated Interest Closing Date, Seller shall, with the cooperation of the Company, prepare and furnish to Purchaser a statement of its good faith best estimate (including the work papers used to prepare such estimate) of the amount (the “Estimated Cash Purchase Price”) consisting of (i) the Purchase Price, (ii) decreased by $1,000,000,000 plus the estimated Accrued Dividends as of the Designated Interest Closing Date, (iii) decreased by one-half of the estimated Indebtedness of the Company and its Subsidiaries as of the Designated Interest Closing Date in an amount not to exceed the Indebtedness Cap, (iv) increased by one-half of the estimated amount of Cash and Cash Equivalents of the Company and its Subsidiaries as of the Designated Interest Closing Date, and (v) decreased by the estimated Bridge Facility Repayment Amount, if any. The statement shall be prepared using the same accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such statement; provided, that in no event shall any amount included within any single adjustment be included within any other adjustment in order to ensure that there is no double-counting of any amount. Within five (5) Business Days after the delivery of such statement by Seller to Purchaser, Purchaser may object in good faith to any portion of the Estimated Cash Purchase Price in writing. If Purchaser so objects, the Parties shall attempt to resolve their differences by negotiation, and the Estimated Purchase Price shall be adjusted solely by the amount of any adjustments agreed by the Parties. Any disputed portion that has not been agreed by the Parties shall be resolved in accordance with the provisions of Section 1.4(b) and paid as part of any post-Designated Interest Closing adjustment to the extent required by Section 1.4(c). The final version

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of the statement provided for pursuant to this Section 1.4(a) is referred to herein as the “Estimated Cash Purchase Price Statement.”

(b) As promptly as practical, but in no event more than sixty (60) days after the Designated Interest Closing, Purchaser shall, with the cooperation of the Company, prepare and deliver to Seller a draft of a statement prepared in good faith setting forth its calculation of the Final Cash Purchase Price (the “Proposed Final Cash Purchase Price Statement”) which shall show, as of the Designated Interest Closing Date, the actual Accrued Dividends, the actual Indebtedness of the Company and its Subsidiaries as of the Designated Interest Closing Date but not to exceed the Indebtedness Cap, the actual Cash and Cash Equivalents of the Company and its Subsidiaries, and the actual Bridge Facility Repayment Amount, if any. The Proposed Final Cash Purchase Price Statement shall be prepared using the same accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such statement and as were used in preparing the Estimated Cash Purchase Price Statement. During the thirty (30) day period following the delivery by Purchaser of the Proposed Final Cash Purchase Price Statement, Seller and its auditors may review such statement and the working papers of the Company’s auditors relating to the Proposed Final Purchase Price Statement and shall have such access to Purchaser’s and the Company’s personnel as may be reasonably necessary to permit Seller and its auditors to review in detail the manner in which the Proposed Final Purchase Price Statement was prepared. Purchaser and Seller shall and shall cause the Company, as well as their respective advisors, to cooperate with one another in facilitating the preparation of the Proposed Final Cash Purchase Price Statement and its review. Upon completion of such review, Seller shall give any comments or objections it has with respect to the Proposed Final Cash Purchase Price Statement to Purchaser in writing within such thirty (30) day period (the “Objection Letter”). Purchaser and Seller shall attempt in good faith to resolve any differences and issues as set forth in the Objection Letter. If no Objection Letter is delivered or the matters set forth in the Objection Letter are so resolved, then the Proposed Final Cash Purchase Price Statement, as adjusted for any changes as are agreed upon by Seller and Purchaser, shall be final and binding upon Seller and Purchaser and shall constitute the final cash purchase price (the “Final Cash Purchase Price”). If the matters raised by Seller in the Objection Letter cannot be resolved between Purchaser and Seller within ten (10) days of the date of the Objection Letter, the question or questions in dispute shall then be promptly submitted to an accounting firm of recognized standing mutually agreeable to Seller and Purchaser (other than Seller’s auditors and Purchaser’s auditors), the decision of which as to such question or questions in dispute shall be final and binding upon Seller and Purchaser and the determination of the purchase price pursuant thereto shall be considered to be the Final Cash Purchase Price. The accounting firm shall be instructed to resolve solely the question or questions in dispute within thirty (30) days of submission. Each of Purchaser and Seller shall cooperate with and assist any independent accounting firm to determine the Final Cash Purchase Price, including by making available and granting reasonable access to records and employees.

(c) In the event the Final Cash Purchase Price is greater than the Estimated Cash Purchase Price paid by Purchaser at the Designated Interest Closing, Purchaser shall promptly (within five (5) Business Days of the determination of the Final Cash Purchase Price) pay to Seller an amount equal to the difference between the Final Cash Purchase Price and the Estimated Cash Purchase Price. In the event the Final Cash Purchase Price is less than the

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Estimated Cash Purchase Price paid by Purchaser at the Designated Interest Closing, Seller shall promptly (within five (5) Business Days of the determination of the Final Cash Purchase Price) pay to Purchaser an amount equal to the difference between the Estimated Cash Purchase Price and the Final Cash Purchase Price.

(d) The fees of Purchaser’s and the Company’s auditors incurred in connection with the preparation of the Proposed Final Cash Purchase Price Statement shall be borne by Purchaser, and the fees of Seller’s and the Company’s auditors incurred in connection with their review of the Proposed Final Cash Purchase Price Statement shall be borne by Seller. The fees of any independent accounting firm appointed pursuant to this Section 1.4(d) shall be borne by Seller and Purchaser in proportion to the amounts by which their proposals differed from the independent accounting firm’s final determination.

1.5 Tax Withholding. Purchaser shall be entitled to deduct and withhold from the Purchase Price and the Exercise Price payable hereunder, or other payment otherwise payable pursuant to this Agreement, the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, local or non-U.S. Tax law. Any amounts so withheld shall be paid over to the appropriate Taxing Authority. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller.

1.6 Alternative Structure. Notwithstanding any other provisions of this Agreement, prior to the Designated Interest Closing, the Parties shall use their respective reasonable best efforts to revise the structure of the sale of the Designated Interest (which may include the capitalization and operation of the Company after the Designated Interest Closing) (as revised, the “Revised Transaction”) in such a manner as to achieve improved economic efficiencies for the Parties as a result of completing the sale of the Designated Interest and subsequently owning and operating the Company. A Revised Transaction (i) shall not materially delay or jeopardize receipt of any required regulatory approvals or other consents and approvals relating to the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (ii) shall result in Purchaser effectively acquiring a 49.99% interest in the Nuclear Business. The net present value of any U.S. Tax savings that are expected to be realized by Purchaser and Seller, directly or indirectly, as a result of a Revised Transaction (in comparison to the U.S. Tax consequences under this Agreement before such revision and taking into account for all purposes the net present value of future Tax cash flows) shall be shared in proportion to the respective ownership interest of Seller and Purchaser in the Company (after giving effect to the Designated Interest Closing) through structuring and other value delivery methods; provided however, that in no event will the sharing of any U.S. Tax Savings consist of the delivery or issuance of equity interests which result in Seller owning less than 50.01% of the Nuclear Business or Purchaser owning less than 49.99% of the Nuclear Business and provided further that in no event will this Section 1.6 be interpreted as to require either Party to make a cash payment to the other Party as a means of achieving the sharing of U.S. Tax savings. If Purchaser and Seller cannot agree on a particular Revised Transaction at least 3 months prior to the anticipated Designated Interest Closing Date, the Parties shall submit the matter for mediation. Each Party will pay an equal share of the costs associated with any such mediation. If Purchaser and Seller cannot agree on the amount of the U.S. Tax savings or the manner of

5

effectuating the sharing of U.S. Tax savings, then such disputes between them shall be subject to the dispute resolution provisions of Section 6.7(h) of this Agreement in their entirety.

ARTICLE 2

PUT OPTION

2.1 Grant. In consideration of the agreement of Seller to sell, and Purchaser to purchase, the Designated Interest, upon the terms and subject to the conditions of this Agreement, Purchaser hereby grants to Seller an irrevocable right to sell to Purchaser (the “Put Option”), and Purchaser shall have the obligation to purchase from Seller all, but not less than all, of Seller’s ownership interest in each of the Generation Assets.

2.2 Exercise Mechanics; Exercise Price.

(a) Seller may exercise the Put Option with regard to a particular Generation Asset or multiple Generation Assets by giving notice thereof from time to time to Purchaser (an “Exercise Notice”) at any time during the period (i) commencing on the date hereof, and (ii) ending upon the earlier of (x) December 31, 2010, or (y) any termination of this Agreement pursuant to Section 8.1(c) (the “Exercise Period”), subject to the satisfaction or waiver of the conditions precedent thereto set forth in Section 2.5. Each Exercise Notice shall specifically identify the Generation Asset or Generation Assets with respect to which Seller is exercising the Put Option. Under no circumstances shall the aggregate Exercise Price for all Generation Assets with respect to which Exercise Notices have been delivered under this Section 2.2 exceed $2,000,000,000 and Seller shall have no right to deliver an Exercise Notice with respect to any Generation Asset that has an Exercise Price which when added to the Exercise Prices of the Generation Assets for which Exercise Notices have been previously delivered to Purchaser would exceed $2,000,000,000.

(b) Exhibit B sets forth a list of the Generation Assets and the respective prices payable by Purchaser upon the closing of an exercise of the Put Option with respect to a particular Generation Asset (the “Exercise Price”). Seller may provide an Exercise Notice for a Generation Asset to the extent and only to the extent each of the conditions precedent to the exercise of the Put Option set forth in Section 2.5 with respect to such Generation Asset have been satisfied, or waived in writing by Purchaser, prior to the delivery of such Exercise Notice.

(c) Seller represents and warrants to Purchaser as follows:

(i) The items set forth on Section 2.2(c)(i) of the Seller Disclosure Schedule are referred to herein as “Seller Required Put Consents.” Notwithstanding anything to the contrary in this Agreement, Seller shall deliver Section 2.2(c)(i) of the Disclosure Schedule in accordance with the terms of Section 2.9(c) of this Agreement. The items to be listed on Section 2.2(c)(i) of the Disclosure Schedule are those items that Seller must obtain such that the exercise of the Put Option with respect to the Generation Assets and the consummation of the transactions contemplated by the Put Option, including the sale of the Generation Assets, will not result in any material breach of, violation of, or constitute a material default (or event which with the giving of notice or

6

lapse of time, or both, would become a material default) under, or materially impair Seller’s or any of its Subsidiaries’ rights or alter the rights or obligations of any party under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation or imposition of any Encumbrance on any of the assets, rights, or properties of Seller or any of its Subsidiaries (including the Generation Assets) pursuant to any Contract or Permit to which Seller or any of its Subsidiaries is a party, or by which any of the assets, rights or properties of Seller or any of its Subsidiaries is bound or affected.

(ii) The items set forth on Section 2.2(c)(ii) of the Seller Disclosure Schedule are referred to herein as “Seller Required Put Regulatory Approvals”. Notwithstanding anything to the contrary in this Agreement, Seller shall deliver Section 2.2(c)(ii) of the Disclosure Schedule in accordance with the terms of Section 2.9(c) of this Agreement. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to any Governmental Authority is required to be made or obtained by Seller or any of its Subsidiaries, in connection with the exercise of the Put Option with respect to the Generation Assets and the consummation of the transactions contemplated by the Put Option, including the sale of the Generation Assets, except those that are set forth on Section 2.2(c)(ii) of the Seller Disclosure Schedule.

(d) Purchaser represents and warrants to Seller as follows:

(i) The execution and delivery of this Agreement by Purchaser (to the extent related to the Put Option) and the consummation of the transactions contemplated by the Put Option, including the purchase of the Generation Assets, will not result in any material breach of, violation of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, or materially impair Purchaser’s or any of its Subsidiaries’ rights or alter the rights or obligations of any party under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation or imposition of any Encumbrance on any of the assets, rights, or properties of Purchaser or any of its Subsidiaries pursuant to any Contract or Permit to which Purchaser or any of its Subsidiaries is a party, or by which any of the assets, rights or properties of Purchaser or any of its Subsidiaries is bound or affected.

(ii) No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to any Governmental Authority is required to be made or obtained by Purchaser or any of its Subsidiaries, in connection with the execution and delivery of this Agreement by Purchaser (to the extent related to the Put Option) and the consummation of the transactions contemplated by the Put Option, including the purchase of the Generation Assets, except those that are set forth on Section

7

2.2(d)(ii) of the Purchaser Disclosure Schedule (the “Purchaser Required Put Regulatory Approvals”).

(e) From and after the date hereof, if requested by Seller, the Parties shall (i) as promptly as practicable, but in no event later than thirty (30) days, after receipt by Purchaser of Section 2.2(c)(i) of the Seller Disclosure Schedule, make the filings required in connection with, and obtain, the Seller Required Put Consents, (ii) as promptly as practicable, but in no event later than thirty (30) days, after receipt by Purchaser of Section 2.2(c)(ii) of the Seller Disclosure Schedule, make the filings required in connection with, and obtain, the Seller Required Put Regulatory Approvals, and (iii) as promptly as practicable, but in no event later than thirty (30) days, after the date of this Agreement, make the filings required in connection with, and obtain, the Purchaser Required Put Regulatory Approvals. The Parties shall make such filings in accordance with the procedures outlined in Section 6.6. Each Party will bear its own costs of the preparation and review of any such filings or obtaining any such consents or approvals. Seller and Purchaser shall have the right to review in advance all characterizations of the information relating to the Put Option and the other transactions contemplated hereby which appear in any filing made in connection with the put transactions contemplated hereby, and the filing Party shall consider in good faith any revisions reasonably requested by the non-filing Party.

2.3 Put Closing. The closing of the transactions contemplated by an Exercise Notice (a “Put Closing”) shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 at 10:00 a.m., local time, as promptly as practicable, but in no event more than five (5) Business Days, immediately following the date on which the last of the conditions set forth in Section 2.5 hereof is fulfilled or waived with respect to an exercise of the Put Option related to a particular Generation Asset, or at such other time, date and place as Seller and Purchaser shall mutually agree (each a “Put Closing Date”).

2.4 Deliveries at Put Closing. At any Put Closing:

(a) The Parties shall execute and deliver an Asset Purchase Agreement transferring the Generation Asset(s) identified in the applicable Exercise Notice from Seller to Purchaser, substantially in the form attached hereto as Exhibit E (the “Asset Purchase Agreement”) with such other modifications and changes as agreed to between the Parties.

(b) Purchaser shall pay the Exercise Price that corresponds to the Generation Asset(s) that were identified in the applicable Exercise Notice to Seller, in immediately available funds, to the account specified in the Asset Purchase Agreement.

(c) Purchaser shall have received a certificate from an authorized officer of Seller, dated the Put Closing Date, to the effect that, to such officer’s knowledge, the conditions to exercise of the Put Option set forth in Section 2.5 have been satisfied by Seller.

(d) The Parties shall make all deliveries required under the Asset Purchase Agreement.

8

2.5 Conditions Precedent to Put Exercise. Seller shall be entitled to exercise the Put Option to the extent and only to the extent that each of the following conditions shall have been satisfied, or waived by Purchaser, prior to the delivery of the Exercise Notice:

(a) Since the date of this Agreement, no Generation Asset Material Adverse Effect shall have occurred that is continuing with respect to a Generation Asset for which Seller wishes to exercise the Put Option;

(b) Each of the Seller Required Put Consents, the Seller Required Put Regulatory Approvals and the Purchaser Required Put Regulatory Approvals shall have been obtained;

(c) Purchaser shall have received evidence satisfactory to Purchaser of the release of any and all Encumbrances on each of the Generation Assets (the “Generation Assets Encumbrances”), other than Permitted Encumbrances, with respect to a Generation Asset for which Seller wishes to exercise the Put Option or that such Generation Assets Encumbrances will be released upon closing of the Asset Purchase Agreement related to such Generation Asset;

(d) (i) Each of the representations and warranties of Seller contained in the Asset Purchase Agreement that are qualified as to materiality shall be true and correct in all respects as of the date of the Exercise Notice, (ii) each of the representations and warranties of Seller contained in the Asset Purchase Agreement that are not so qualified shall be true and correct in all material respects as of the date of the Exercise Notice, and (iii) Seller shall be capable of performing in all material respects all of the covenants of Seller (or of the Subsidiaries of Seller who will be party to the Asset Purchase Agreement) set forth in the Asset Purchase Agreement; and

(e) Seller shall have performed and complied in all material respects with the covenants and agreements contained in Section 2.9.

2.6 Alternative Transaction Structure. Notwithstanding any other provision of this Agreement, to the extent that the Parties mutually agree (with respect to any Generation Assets that are the subject of a valid exercise of the Put Option pursuant to Section 2.2) that an alternative structure is preferable to a sale of the Generation Assets pursuant to the Asset Purchase Agreement (such as the sale of an equity interest in or held by a Subsidiary of Seller that owns the applicable Generation Assets), then the Parties shall negotiate in good faith a definitive transaction agreement that reflects such mutually agreed alternative structure; provided that the foregoing shall not affect the applicability of Section 2.2, Section 2.3, Section 2.5, Section 2.7 or Section 2.8 to such alternatively structured transaction.

2.7 Assignment. Purchaser may assign its rights and delegate its obligations as Purchaser under this Article 2 to one or more Affiliates of Purchaser or Purchaser’s Parent; provided, that Purchaser shall remain jointly and severally liable, together with each such Affiliate assignee, to perform all of the obligations of Purchaser under this Article 2.

2.8 Termination. The Put Option shall expire and terminate upon the earlier of (i) December 31, 2010, or (ii) any termination of this Agreement pursuant to Section 8.1(c). Upon any such expiration and termination of the Put Option, neither Party shall have any further

9

obligation or liability to the other Party with respect to the Put Option or the transactions contemplated by this Article 2. In the event that a Put Option with regard to a particular Generation Asset or multiple Generation Assets is validly exercised pursuant to Section 2.2 prior to a termination under this Section 2.8, the Parties agree to effect the relevant Put Closing notwithstanding such termination.

2.9 Covenants.

(a) For the avoidance of doubt, Purchaser acknowledges that, at all times prior to a Put Closing for a Generation Asset, Seller shall have all rights with respect to such Generation Asset and will remain the owner of such Generation Asset. Except as described in Section 2.9(a) of the Seller Disclosure Schedule, during the period from the date, if any, on which Seller requests that the Parties take any action to obtain any of the Seller Required Put Regulatory Approvals, the Purchaser Required Put Regulatory Approvals or the Seller Required Put Consents pursuant to Section 2.2(e) until the Designated Interest Closing Date (the “Put Period”), Seller and its Subsidiaries shall operate and maintain, or cause to be operated and maintained, the Generation Assets in the ordinary course consistent with Good Utility Practices and past practices with respect to the Generation Assets; it being understood that any actions deemed reasonably necessary in the operation of the Generation Assets in accordance with Good Utility Practices shall be deemed to be in the ordinary course. Without limiting the generality of the foregoing, during the Put Period, Seller and its Subsidiaries shall (i) use and cause to be used commercially reasonable efforts to preserve intact the Generation Assets and preserve the goodwill and relationships with the employees, contractors, vendors, suppliers and others having business dealings with Seller and its Subsidiaries with respect thereto, (ii) comply in all material respects with all applicable Laws relating to the Generation Assets, and (iii) maintain in effect insurance in amounts and against such risks and losses as is customary in the industry and not less than the level of property damage and liability insurance for the Generation Assets as in effect on the date hereof. Notwithstanding the foregoing, except as contemplated in this Agreement or as described on Section 2.9(a) of the Seller Disclosure Schedule, or for any actions deemed reasonably necessary in the operation of the Generation Assets in accordance with Good Utility Practices, during the Put Period, without the prior written consent of Purchaser, which consent will not be unreasonably withheld, the Company and its Subsidiaries shall not directly or indirectly do any of the following with respect to the Generation Assets:

(i) make any material change in the levels of Inventories (as defined in the Asset Purchase Agreement) customarily maintained with respect to the Generation Assets, except for such changes as are consistent with Good Utility Practices;

(ii) except for Permitted Encumbrances (including amendments and/or replacements to the Permitted Encumbrances) and except for Encumbrances permitted under the terms of the Amended and Restated Credit Agreements (but only to the extent such Encumbrances are removed prior to the Put Closing), sell, lease (as lessor), pledge, mortgage, encumber, restrict, transfer or otherwise dispose of, or grant any right, or suffer to be imposed any Encumbrance with respect to, any of the Generation Assets or any other property or asset that, if the Put Closing occurred on the date hereof, would constitute an Acquired Asset (as defined in the Asset Purchase Agreement), other than assets used, consumed or replaced in the ordinary course of business;

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(iii) enter into or assume any Contract (as defined in the Asset Purchase Agreement) that would be a Material Contract under the Asset Purchase Agreement, other than in the ordinary course of business consistent with past practice, or amend, terminate or waive any rights under any Contract that would be a Material Contract under the Asset Purchase Agreement, other than in the ordinary course of business consistent with past practice; provided in each case that Seller and its Subsidiaries shall be permitted to renew or replace any Contract that would be a Material Contract under the Asset Purchase Agreement on substantially similar terms at current market prices;

(iv) (A) make, revoke or change any material Tax election, (B) except as required by GAAP or FERC, adopt or change any accounting policies or procedures, or any of its methods of reporting income, deductions, or other material items for Income Tax purposes, (C) file any material amendment to a Tax Return, (D) enter into any closing agreement, settle or compromise any material Tax liability, claim or assessment, (E) agree to any extension or waiver of the limitation period to any material Tax claim or assessment, or (F) surrender any right to claim a material tax refund, in each case to the extent that any such actions would be binding on Purchaser;

(v) knowingly engage in any practice, take any action, fail to take any action, or enter into any transaction that would result in any material breach of any representation or warranty of Seller in Section 2.2(c) of this Agreement or in the Asset Purchase Agreement as of the Put Closing Date;

(vi) fail to make commercially reasonable efforts to pursue currently pending regulatory approvals and Permit or Environmental Permit (each as defined in the Asset Purchase Agreement) applications, approvals and renewals relating to the Generation Assets that are reasonably necessary to operate the Generation Assets;

(vii) waive, release, cancel, assign, settle or compromise any action, litigation, claim, arbitration or right relating to the Generation Assets, other than waivers, releases, cancellations, assignments, settlements or compromises that involve only the payment of monetary damages or that would not be binding on Purchaser; and

(viii) agree to enter into any of the transactions set forth in the foregoing paragraphs (i) through (vii).

(b) Subject to all applicable Laws, during the Put Period, Seller will, during ordinary business hours, upon reasonable notice, (i) give Purchaser and its employees, counsel, accountants and other representatives reasonable access to all management personnel engaged in the operation of the Generation Assets and all books, documents and records relating to, and all plants, offices and other facilities and properties constituting, the Generation Assets to the extent in the control of Seller or its Subsidiaries; (ii) permit Purchaser to make such reasonable inspections of the Generation Assets thereof as Purchaser may reasonably request; (iii)

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furnish Purchaser with such financial and operating data and other information with respect to the Generation Assets as Purchaser may from time to time reasonably request; (iv) furnish Purchaser a copy of each material report, schedule or other document filed or received by it since the date hereof with respect to the Generation Assets with the SEC, FCC, FERC or any other Governmental Authority having jurisdiction over the Generation Assets; provided, however, that (A) any such inspection shall be conducted in such a manner as not to interfere unreasonably with the operation of the Generation Assets, (B) Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (C) Seller need not supply Purchaser with any information that Seller is legally prohibited from supplying.

(c) Not later than twenty (20) Business Days after the commencement of the Put Period, Seller shall prepare and deliver, or cause to be prepared and delivered, a draft of each of the schedules, exhibits and annexes contemplated by this Article 2 and the Asset Purchase Agreement for each of the Generation Assets. Seller shall provide prompt updates and revisions to such schedules, exhibits and annexes during the remainder of the Put Period for each of the Generation Assets.

2.10 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Article 2 were not performed in accordance with the terms hereof or were otherwise breached. It is accordingly agreed that, prior to the termination of this Agreement in accordance with Article 2 and Article 8, each Party will be entitled to an injunction or injunctions to prevent breaches of this Article 2 and to enforce specifically the terms and provisions of this Article 2 in any state or federal court located in New York, New York, and the Parties hereby submit to the jurisdiction of such court and agree not to raise any objection to venue in such court, this being in addition to any other remedy to which they are entitled at Law or in equity without prejudice to any other rights or remedies that may otherwise be available to such other Party.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES RELATING TO SELLER

Seller represents and warrants to Purchaser that except (i) as set forth in the Seller Disclosure Schedule, with specific reference to the particular Article or Section of this Agreement to which the information set forth in such schedule relates (it being agreed that disclosure of any item in any Article or Section of the Seller Disclosure Schedule shall be deemed disclosure with respect to any other Article or Section to which the relevance of such item is reasonably apparent), (ii) as and to the extent set forth in the Seller SEC Reports filed on or after January 1, 2008 and prior to the date of this Agreement, to the extent the relevance of the disclosure is readily apparent (excluding, in each case, any disclosures set forth in any risk factor section or in any forward looking statements (whether or not specifically identified as such), including future operating results and any other disclosures included thereon to the extent that they are cautionary, precatory or forward-looking in nature) or (iii) as set forth in the “Company Disclosure Letter” (as such term is used in the Merger Agreement), a copy of which has been provided to Purchaser, to the extent the applicability of such disclosure to the representation presented below that it is intended to modify is readily apparent:

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3.1 Organization; Qualification. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite corporate power and authority necessary to own, possess, license, operate or lease the properties that it purports to own, possess, license, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not reasonably be expected to have a Seller Material Adverse Effect. Seller is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where its business or the character of its properties owned, possessed, licensed, operated or leased, or the nature of its activities, makes such qualification necessary, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have a Seller Material Adverse Effect.

3.2 Authority; Enforceability. Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by Seller, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by the board of directors of Seller, and no other corporate action or proceeding on the part of Seller is necessary to authorize the execution and delivery of this Agreement and the Ancillary Documents by Seller, the performance by Seller of its obligations hereunder or thereunder or the consummation by Seller of the transactions contemplated hereby or thereby. This Agreement has been and, prior to the Designated Interest Closing, the Ancillary Documents will be, duly and validly executed and delivered by Seller, and, assuming the due and valid execution and delivery of this Agreement and the Ancillary Documents by the Company and Purchaser, this Agreement constitutes and the Ancillary Documents will constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar Laws affecting creditors’ rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

3.3 No Conflict or Breach. The execution and delivery of this Agreement by Seller does not, the execution and delivery of the Ancillary Documents by Seller will not, and the performance of this Agreement and the Ancillary Documents by Seller and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or violate any Law or Order applicable to Seller or by which its properties are bound or subject, (ii) violate or conflict with the articles of incorporation or bylaws, each as amended to date, of Seller or (iii) result in any material breach of, violation of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, or materially impair Seller’s or any of its Subsidiaries’ (including the Company’s and its Subsidiaries’) rights or alter the rights or obligations of any party under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation or imposition of any Encumbrance on any of the assets, rights, or properties of Seller or any of its Subsidiaries (including the Company and its Subsidiaries) pursuant to any Contract or Permit to which Seller or any of its Subsidiaries (including the Company and its Subsidiaries) is a party, or by which any of the assets, rights or properties of Seller or any of its Subsidiaries (including the Company and its Subsidiaries) is bound or affected.

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3.4 Required Filings and Consents. Except as set forth in Section 2.2(c) and Section 3.4 of the Seller Disclosure Schedule, no consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to any Governmental Authority (the “Seller Required Regulatory Approvals”) is required to be made or obtained by Seller or any of its Subsidiaries (including the Company and its Subsidiaries), in connection with the termination of the Merger Agreement, the payment of the “Termination Fee” (as such term is defined in the Merger Agreement) payable by Seller to MidAmerican in connection with the termination of the Merger Agreement, the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby.

3.5 Membership Interests. Seller is the lawful owner of Seller’s Membership Interest, and Seller has good and valid title to Seller’s Membership Interest, free and clear of any and all Encumbrances. Seller’s Membership Interest constitutes one hundred percent (100%) of the outstanding equity interests of the Company. There are no Contracts between Seller and any other Person with respect to the acquisition, disposition or voting of, or any other matters pertaining to, Seller’s Membership Interest. Seller’s Membership Interest is not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any applicable Law, organizational document or Contract to which Seller or any of its Subsidiaries is a party or by which Seller or any of its Subsidiaries or any of their assets is bound. There are no outstanding obligations arising under any Contract of Seller or its Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Company or its Subsidiaries. Upon completion of the Designated Interest Closing, Seller shall have conveyed to Purchaser good and valid title to the Designated Interest free and clear of any and all Encumbrances.

3.6 Litigation. There are no Actions pending or threatened against Seller or any of its Subsidiaries that would reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement and the Ancillary Documents. There is no outstanding Order against or affecting Seller or any of its Subsidiaries in connection with the transactions contemplated by this Agreement and the Ancillary Documents.

3.7 No Broker. Seller has not entered into any agreement with any Person to pay any broker’s, finder’s or similar fee in connection with the transactions contemplated by this Agreement.

3.8 Termination of the Merger Agreement. Prior to the execution and delivery of this Agreement by Seller, the Merger Agreement has been validly terminated in accordance with its terms, the “Termination Fee” (as such term is defined in the Merger Agreement) has been paid by Seller and the Merger Agreement is of no further force or effect (except for such sections of the Merger Agreement that by their express terms survive any termination of the Merger Agreement).

3.9 Reports and Seller Financial Statements. Since December 31, 2004, Seller and its Subsidiaries have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, statements, certifications, reports and documents required

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to be filed or furnished by them under the Securities Act, the Exchange Act, the Public Utility Holding Company Act of 1935, as amended and in effect prior to its repeal effective February 8, 2006, the Energy Policy Act of 2005, the Federal Power Act, the Communications Act of 1934 as amended by the Telecommunications Act of 1996, the Atomic Energy Act, and applicable state public utility Laws (collectively, the “Seller Reports”). The Seller Reports have complied, as of their respective dates, or if not yet filed or furnished, will comply, with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), each form, certification, report, schedule, registration statement, definitive proxy statement or other document filed with or furnished to the SEC after December 31, 2004 by Seller (the “Seller SEC Reports”), did not, or if not yet filed or furnished, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Seller SEC Reports, at the time of its filing or being furnished, complied in all material respects, or if not yet filed or furnished, will comply in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 and any rules and regulations promulgated thereunder applicable to the Seller SEC Reports. Seller is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange and the Chicago Stock Exchange. Each of the audited consolidated financial statements and unaudited interim financial statements of Seller included in or incorporated by reference into the Seller SEC Reports (including the related notes and schedules) (collectively, the “Seller Financial Statements”) has been prepared in accordance with GAAP, consistently applied during the periods involved (except as may be indicated therein or in the notes thereto and subject, in the case of unaudited statements, to normal year-end audit adjustments) and fairly presents, or, in the case of Seller SEC Reports after the date hereof, will fairly present, in all material respects, the consolidated financial position of Seller and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments.

3.10 No Undisclosed Liabilities. Except for matters reflected as liabilities or reserved against in the balance sheet (or notes thereto) as of December 31, 2007, included in the Seller Financial Statements, as of the date of this Agreement, none of Seller nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) of any nature required by GAAP to be reflected on a consolidated balance sheet of Seller and its Subsidiaries (including the notes thereto), except liabilities or obligations that were incurred since December 31, 2007 in the ordinary course of business consistent in kind and amount with past practice.

3.11 Absence of Certain Changes or Events. Except as expressly contemplated or permitted by this Agreement, since December 31, 2007, Seller and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice; provided, that this Section 3.11 shall not apply to the retail or wholesale businesses of such Persons.

3.12 Solvency. Assuming that the transactions contemplated by this Agreement to be consummated at the Designated Interest Closing were effected on the date

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hereof, and the execution and delivery of the Series B Preferred Purchase Agreement and the consummation of the transactions contemplated thereby immediately prior to the execution of this Agreement, as of the date hereof, (a) Seller is able to pay its debts as they become due, (b) Seller owns property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities) and (c) Seller has adequate capital to carry on its businesses. No transfer of property is being or will be made and no obligation is being or will be incurred in connection with the transactions contemplated by this Agreement or the Series B Preferred Purchase Agreement with the intent to hinder, delay or defraud either present or future creditors of Seller or any other Person.

3.13 No Vote Required. No vote of the holders of any class or series of the capital stock or any other securities of Seller or any of its Subsidiaries is required to approve the execution and delivery of this Agreement and the Ancillary Documents by Seller and the Company, the performance by Seller and the Company of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.

3.14 No Obligor or Guarantor. None of the consummation of the Put Option transactions contemplated under Article 2 or the sale of the Designated Interest, individually or in the aggregate, will require Purchaser or any of its Subsidiaries or Affiliates to assume, or to become an obligor or guarantor on, any note, bond, mortgage, indenture or any Indebtedness of Seller, the Company or any of their Subsidiaries.

3.15 Credit Agreements. Each of the Amended and Restated Credit Agreements has been fully executed by Seller and the necessary parties thereto and dated the same date as this Agreement, and all conditions precedent to effectiveness contained in the Amended and Restated Credit Agreements have been satisfied or waived by the parties entitled to waive such conditions. Each of the Amended and Restated Credit Agreements is valid and binding on each of the parties thereto, is in full force and effect and is enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general principles of equity.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

Seller represents and warrants to Purchaser that except (i) as set forth in the Seller Disclosure Schedule, with specific reference to the particular Article or Section of this Agreement to which the information set forth in such schedule relates (it being agreed that disclosure of any item in any Article or Section of the Seller Disclosure Schedule shall be deemed disclosure with respect to any other Article or Section to which the relevance of such item is reasonably apparent), (ii) as and to the extent set forth in the Seller SEC Reports filed on or after January 1, 2008 and prior to the date of this Agreement, to the extent the relevance of the disclosure is readily apparent (excluding, in each case, any disclosures set forth in any risk factor section or in any forward looking statements (whether or not specifically identified as such), including future operating results and any other disclosures included thereon to the extent that they are cautionary, precatory or forward-looking in nature), (iii) to the extent it relates to the operations of UniStar Nuclear Energy, LLC and its Subsidiaries (“UniStar”), or (iv) as set forth in the “Company Disclosure Letter” (as such term is used in the Merger Agreement), a copy of

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which has been provided to Purchaser, to the extent the applicability of such disclosure to the representation presented below that it is intended to modify is readily apparent:

4.1 Organization; Authority. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority necessary to own, possess, license, operate or lease the properties that it purports to own, possess, license, operate or lease and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where its business or the character of its properties owned, possessed, licensed, operated or leased, or the nature of its activities, makes such qualification necessary. The Company has heretofore made available to Purchaser complete and correct copies of the Company Organizational Documents set forth in Section 4.1 of the Seller Disclosure Schedule, which are all of the Company’s organizational documents. The Company is not in violation of any provision of the Company Organizational Documents that are in effect as of the date hereof.

4.2 Subsidiaries.

(a) Each Subsidiary of the Company is identified on Section 4.2(a) of the Seller Disclosure Schedule. Each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. Each Subsidiary of the Company has the requisite power and authority necessary to own, possess, license, operate or lease the properties that it purports to own, possess, license, operate or lease and to carry on its business as it is now being conducted. Each Subsidiary of the Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where its business or the character of its properties owned, possessed, licensed, operated or leased, or the nature of its activities, makes such qualification necessary.

(b) The Company has heretofore made available to Purchaser complete and correct copies of the Subsidiary Organizational Documents, as applicable, of each Subsidiary of the Company set forth in Section 4.2(b) of the Seller Disclosure Schedule, which are all of each Subsidiary’s organizational documents, each as in full force and effect as of the date hereof. Each Subsidiary of the Company is not in violation of any provision of its Subsidiary Organizational Documents that are in effect as of the date hereof. All of the outstanding equity interests of each Subsidiary of the Company are owned directly by the Company free and clear of all Encumbrances. All of the equity interests of each Subsidiary of the Company have been duly authorized and are validly issued, fully paid and nonassessable. There are no proxies or voting agreements with respect to any equity interests of any such Subsidiary. There are no options, puts, calls, right of first refusal, warrants or other rights, agreements, arrangements, restrictions or commitments of any character obligating the Company or any of the Subsidiaries of the Company to issue, sell, redeem, repurchase or exchange any equity interests in or debt securities of any of the Subsidiaries of the Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any of the Subsidiaries of the Company or any other Person.

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(c) Except as set forth in Section 4.2(c) of the Seller Disclosure Schedule, neither the Company nor any of its Subsidiaries owns of record or beneficially any equity interests in any Person.

(d) Each Subsidiary of the Company owns the percentage interest in the Facility set forth opposite the name of such Subsidiary on Section 4.2(d) of the Seller Disclosure Schedule.

4.3 Capitalization of the Company. The capitalization of the Company consists of one class of common interests (the “Common Interests”). Immediately prior to the Designated Interest Closing, there will be one Common Interest of the Company which is duly authorized, validly issued, fully paid and nonassessable and are free and clear from any preemptive or other similar rights. The Common Interests are held solely by Seller. Other than the aforementioned Common Interest held by Seller, no equity interests in the Company are issued or outstanding. There are (i) no options, puts, calls, warrants, rights of first refusal or other rights, agreements, arrangements, restrictions, or commitments of any character obligating the Company to issue, sell, redeem, repurchase or exchange any membership interests of or debt securities in the Company and (ii) no bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which members of the Company may vote (whether or not dependent on conversion or other trigger event). No member of the Company is a party to or holds membership interests in the Company bound by or subject to any voting agreement, voting trust, proxy or similar arrangement. There are no existing registration covenants with respect to the Company’s membership interests or any other securities of the Company or any of its Subsidiaries. No dividends, distributions or other payments have been approved or declared by the Company and remain unpaid or are in arrears.

4.4 Authority; Enforceability. The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and the Operating Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Operating Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by the board of managers or other governing body of the Company, and no other limited liability action or proceeding on the part of the Company is necessary to authorize the execution and delivery of this Agreement or the Operating Agreement by the Company, the performance by the Company of its obligations hereunder or thereunder or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been and, prior to the Designated Interest Closing the Operating Agreement will be, duly and validly executed and delivered by the Company, and assuming the due and valid execution and delivery of this Agreement and the Operating Agreement by Seller and Purchaser, this Agreement constitutes and the Operating Agreement will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar Laws affecting creditors’ rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

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4.5 No Conflict or Breach. The execution and delivery of this Agreement by the Company does not, the execution and delivery of the Operating Agreement by the Company will not, and the performance of this Agreement and the Operating Agreement by the Company and the consummation of the transactions contemplated hereby or thereby will not, (i) conflict with or violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound or subject, (ii) violate or conflict with the Company Organizational Documents or the Subsidiary Organizational Documents or (iii) result in any material breach of, violation of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, or materially impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any party under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation or imposition of any Encumbrance on any of the assets, rights, or properties of the Company or any of its Subsidiaries pursuant to any Contract or Permit to which the Company or any of its Subsidiaries is a party, or by which any of the assets, rights or properties of the Company or any of its Subsidiaries is bound or affected.

4.6 Required Filings and Consents. Except as set forth on Section 4.6 of the Seller Disclosure Schedule, no consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to any Governmental Authority (the “Company Required Regulatory Approvals”) is required to be made or obtained by the Company or any of its Subsidiaries, in connection with the execution and delivery of this Agreement and the Operating Agreement by the Company, the performance by the Company of its obligations hereunder or thereunder, or the consummation by the Company of the transactions contemplated hereby or thereby.

4.7 Reports. Since December 31, 2004, each of the Company and its Subsidiaries has filed or caused to be filed with the applicable state or local utility commissions or regulatory bodies, the SEC, the NRC, the FCC, the Department of Energy and FERC, as the case may be, all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by the Company or any of its Subsidiaries with respect to the Facilities or the ownership or operation thereof under each of the applicable state public utility laws, the Federal Power Act, the Public Utility Holding Company Act of 2005, the Atomic Energy Act, the Energy Reorganization Act, and the Price-Anderson Act and the respective rules and regulations thereunder. All such filings complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder in effect on the date each such report was filed.

4.8 Litigation. There are no, and there have not been any, material Actions pending or, to the Knowledge of Seller, threatened against the Company or any of its Subsidiaries or any of their respective properties or any of their respective officers or directors in their capacity as such. Neither the Company nor any of its Subsidiaries nor any of their respective properties is subject to any Order relating to the conduct of the business of the Company or its Subsidiaries.

4.9 [RESERVED]

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4.10 Ownership and Sufficiency of Assets. The Company and its Subsidiaries taken as a whole have ownership of or rights in, free and clear of Encumbrances, except Permitted Encumbrances, all of the assets, properties and rights (including all books and records) used in or necessary for the conduct of their business in all material respects as currently conducted or reasonably anticipated to be conducted. The Company and its Subsidiaries conduct all of the Nuclear Business and neither Seller nor any of its Subsidiaries (other than the Company and its Subsidiaries) owns or has other rights in any assets or facilities used in connection with the Nuclear Business. The Company and its Subsidiaries do not conduct any material business or operations other than with respect to the ownership and operation of the Facilities and sale of the capacity, energy or ancillary services generated thereby. All of the tangible assets owned or leased by the Company or its Subsidiaries are in satisfactory operating condition for the uses to which they are being put, subject to ordinary wear and tear and ordinary maintenance requirements.

4.11 [RESERVED].

4.12 Absence of Certain Changes or Events. Since December 31, 2007, except as set forth in Section 4.12 of the Seller Disclosure Schedule, (i) the Company and its Subsidiaries have conducted their business in the ordinary course, (ii) there has not been any change, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, (iii) there has not been any material change, destruction or casualty loss to any of the Facilities, whether or not covered by insurance, (iv) neither the Company nor any of its Subsidiaries has sold, transferred, mortgaged, pledged or otherwise disposed of any of its material properties or assets, other than goods or services sold in the ordinary course of business, or made or entered into any agreement, commitment or transaction that is material to the Company and its Subsidiaries taken as a whole other than in the ordinary course of business, (v) neither the Company nor any of its Subsidiaries has declared, set aside, made or paid any distribution or other dividend, payable in cash, equity interest, property or otherwise other than in the ordinary course of business, and (vi) except as required by existing Contracts or Plans in the ordinary course of business consistent with past practice, there has not been any material increase in compensation or benefits to directors, officers or employees of the Company or any of its Subsidiaries.

4.13 Compliance with Applicable Law; Permits. Except as set forth in Section 4.13 of the Seller Disclosure Schedule, the Company and its Subsidiaries hold all permits, licenses, approvals, certifications and authorizations from any Governmental Authority that are necessary for the lawful conduct of their business (collectively, “Permits”). The Company and each of its Subsidiaries are not in material violation of any, and have conducted their business in material compliance with, applicable Laws relating to the Company or any of its Subsidiaries. None of the Permits will lapse, terminate or otherwise cease to be valid as a result of the consummation of the transactions contemplated hereby.

4.14 Contracts.

(a) Except as set forth in Section 4.14(a) of the Seller Disclosure Schedule, neither the Company nor any Subsidiary of the Company is, as of the date of this Agreement, a party to any Contract (i) relating to the ownership, operation and maintenance of

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the Facilities that involves an amount in excess of $10,000,000 annually (the “Company Agreements”), (ii) relating to the procurement or fabrication of nuclear fuel (the “Fuel Contracts”), (iii) relating to the employment of any director, officer or employee who is compensated in an amount in excess of $100,000 annually (the “Employment Contracts”), (iv) that is a non-competition Contract or other Contract that (w) purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after the Designated Interest Closing, Purchaser or its Subsidiaries) or any of their Affiliates may engage or the manner or geographic area in which any of them may so engage in any business, except for franchise agreements containing customary provisions between the Company or one of its Subsidiaries and the applicable jurisdictions, (x) would require the disposition of any material assets or line of business of the Company or its Subsidiaries (or, after the Designated Interest Closing, Purchaser or its Subsidiaries) or any of their Affiliates as a result of the consummation of the transactions contemplated by this Agreement, (y) is a material Contract that grants “most favored nation” status that, following completion of the transactions contemplated by this Agreement, would apply to Purchaser and its Subsidiaries, or (z) prohibits or limits, in any material respect, the right of the Company or any of its Subsidiaries to make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights (the “Non-Competition Contracts”); (v) that, whether before or after the Designated Interest Closing would bind, or be applicable to the conduct of, Purchaser or its Subsidiaries (other than the Company or its Subsidiaries) in any materially adverse respect (the “Ongoing Contracts”); and (vi) for the sale or transmission of capacity, energy or ancillary services from any of the Facilities, or the interconnection of any of the Facilities with the transmission grid (“Power Purchase Contracts,” and together with the Company Agreements, the Fuel Contracts, the Employment Contracts, the Non-Competition Contracts and the Ongoing Contracts, the “Material Contracts”).

(b) Seller has provided Purchaser with, or made available to Purchaser, a correct and complete copy of each of the Material Contracts, which are all of the Material Contracts. Each of the Material Contracts is valid and binding on each of the parties thereto, is in full force and effect and is enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general principles of equity. Each of the Company and any of its Subsidiaries has performed all obligations required to be performed by it under, and is otherwise in material compliance with the terms of, each of the Material Contracts. No event or condition exists which constitutes, or after notice or lapse of time or both would constitute, a material default or material violation on the part of the Company or any of its Subsidiaries under any of the Material Contracts. To the Knowledge of Seller, no other party to any of the Material Contracts is in material default or material violation of any Material Contract, except as set forth on Section 4.14(b)(i) of the Seller Disclosure Schedule. As used in this Agreement, the term “Knowledge of Seller” shall mean the actual knowledge of the officers of Seller listed on Section 4.14(b)(ii) of the Seller Disclosure Schedule after due inquiry.

4.15 NRC Licenses.

(a) The Company and its Subsidiaries have all Permits and other consents and approvals applicable to the Facilities that are issued by the NRC and are necessary to the ownership and operation of the Facilities as presently operated, pursuant to the

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requirements of all Nuclear Laws and all such Permits are in full force and effect. The Company and its Subsidiaries have not received any written notification which remains unresolved that it is in material violation of any such Permits, or any order, rule, regulation or decision of the NRC with respect to the Facilities. The Company and its Subsidiaries are in material compliance with all Nuclear Laws and all orders, rules, regulations, or decisions of the NRC applicable to them with respect to the Facilities.

(b) Section 4.15(b) of the Seller Disclosure Schedule sets forth all NRC licenses applicable to the Facilities and currently in effect.

4.16 Regulation as a Utility. The Company is not subject to regulation as a public utility or as a public service company (or similar designation) under the Federal Power Act or the laws of any state of the United States, any foreign country or any municipality or any political subdivision of the foregoing. Except with respect to local tax and zoning laws, none of the Subsidiaries of the Company is, as a result of its ownership or operation of the Facilities, subject to regulation as a public utility or public service company (or similar designation) by any state of the United States other than New York, or by any foreign country or any municipality or any political subdivision of the foregoing.

4.17 Decommissioning Funds.

(a) Except as described on Section 4.17(a) of the Seller Disclosure Schedule, with respect to all periods prior to the Designated Interest Closing: (i) each of the Decommissioning Funds has been a trust, validly existing under the Laws of the Commonwealth of Pennsylvania, with all requisite authority to conduct its affairs as it now does; (ii) the Qualified Decommissioning Funds satisfied the requirements necessary for each such fund to be treated as a “Nuclear Decommissioning Fund” and a “Qualified Nuclear Decommissioning Fund” within the meaning of Treas. Reg. §1.468A-1(b)(3) or Temporary Treas. Reg. § 1.468A-1T(b)(4), as applicable; (iii) the Decommissioning Funds for each Facility are in compliance with all applicable Laws of the NRC, FERC, the IRS, PSCMD, PSCNY and any other Governmental Authority; (iv) the Qualified Decommissioning Funds have not engaged in any acts of “self-dealing” as such term is defined in Treas. Reg. § 1.468A-5(b)(2) or Temporary Treas. Reg. § 1.468A-5T(b)(2), as applicable; (v) no “excess contribution,” as such term is defined in Treas. Reg. § 1.468A-5(c)(2)(ii) or Temporary Treas. Reg. § 1.468A-5T(c)(2)(ii), as applicable, has been made to the Qualified Decommissioning Funds which has not been withdrawn within the period provided under Treas. Reg. § 1.468A-5(c)(2)(i) or Temporary Treas. Reg. § 1.468A-5T(c)(2)(i), as applicable; and (vi) the Company has timely made valid elections to make annual contributions to the Decommissioning Funds and the Company has made available copies of such elections requested by Purchaser for the Tax years ended December 31, 2001 through 2007.

(b) Seller has heretofore delivered or made available to Purchaser a copy of the decommissioning trust agreements with respect to each Decommissioning Fund, as in effect on the date of this Agreement.

(c) With respect to all periods prior to the Designated Interest Closing, (i) the Company and its Subsidiaries or the trustee of each of the Decommissioning Funds has

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filed or caused to be filed with the NRC, FERC, PSCMD, PSCNY and any other Governmental Authority all material forms, statements, reports, documents (including all exhibits, amendments and supplements thereto) required to be filed by such entities and (ii) there are no interim rate orders that may be retroactively adjusted or retroactive adjustments to interim rate orders that may affect amounts that may be contributed to the Decommissioning Fund. The Company and its Subsidiaries have delivered or made available to Purchaser a copy of the schedule of ruling amounts most recently issued by the IRS for the Decommissioning Funds and a complete copy of the currently pending request for revised ruling amounts, together with all exhibits, amendments and supplements thereto. Any amounts contributed to the Qualified Decommissioning Funds while such ruling request is pending before the IRS and which are finally determined to exceed the applicable amounts provided in the schedule of ruling amounts issued by the IRS will be withdrawn from the Qualified Decommissioning Funds within the period provided in Treas. Reg. § 1.468A-5(c)(2)(i) or Temporary Treas. Reg. § 1.468A-5T(c)(2)(i), as applicable.

(d) The Company has made available to Purchaser a statement of assets and liabilities verified by the trustee of each Decommissioning Fund for such Decommissioning Fund as of December 31, 2006 and will make an unaudited statement of assets and liabilities as of the last Business Day before the Designated Interest Closing available within sixty (60) days after the Designated Interest Closing, and such statements present or will present fairly in all material respects as of such dates the financial position of the Decommissioning Funds.

(e) The Decommissioning Funds have filed or as of the Designated Interest Closing Date will have filed all material Tax Returns required to be filed prior to the Designated Interest Closing Date with respect to all taxable periods ending on or prior to the Designated Interest Closing Date, including returns for estimated income Taxes; such Tax Returns are true, correct and complete in all material respects, and all Taxes shown to be due on such Tax Returns have been paid in full. Except as set forth in Section 4.17(e) of the Seller Disclosure Schedule, no notice of deficiency or assessment has been received from any taxing authority with respect to any liability for Taxes of the Decommissioning Funds which have not been fully paid or finally settled, and any such deficiency shown on Section 4.17(e) of the Seller Disclosure Schedule is being contested in good faith through appropriate proceedings. Except as set forth in Section 4.17(e) of the Seller Disclosure Schedule, there are no outstanding agreements or waivers extending the applicable statutory periods of limitations for any Taxes associated with the Decommissioning Funds for any period.

4.18 Properties.

(a) The Company and its Subsidiaries have marketable title to all of the land owned by and related to the business of the Company and its Subsidiaries, together with all buildings, facilities, fixtures and other improvements thereon, including the Facilities (but excluding any personal property of the Company or its Subsidiaries) and all of the Company’s and its Subsidiaries’ rights arising out of the ownership thereof or appurtenances thereto, including all related easements and rights of ingress and egress and the water intake and discharge structures to the extent such structures may be deemed real property (collectively, the “Real Property”) free and clear of all Encumbrances, except Permitted Encumbrances.

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(b) Section 4.18(b) of the Seller Disclosure Schedule sets forth a list of all Real Property leased to the Company or any of its Subsidiaries by a third party pursuant to a lease, sublease or similar Contract under which the Company or one of its Subsidiaries is the lessee or sublessee (collectively, the “Company Leases”).

(c) Copies of all Company Leases set forth on Section 4.18(b) of the Seller Disclosure Schedule have heretofore been furnished or made available to Purchaser, which are all of the Company Leases. Each such Company Lease is in full force and effect, without modification or amendments from the form furnished to Purchaser and is valid, binding and enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general principles of equity. Neither the Company nor any of its Subsidiaries has assigned its interest under any of the Company Leases, or subleased all or any part of the space demised thereby, to any third party. Neither the Company nor any of its Subsidiaries is in default under any material provision of the Company Leases.

4.19 Operations. The operations of the Facilities are and have been conducted in compliance in all material respects with all applicable Laws and Permits. Each of the Facilities maintains, and is in material compliance with, emergency plans designed to respond to an unplanned Release therefrom of radioactive materials and each such plan conforms with the requirements of applicable Law in all material respects. The operations of the Facilities are not the subject of any material outstanding notices of violation or material requests for information from the NRC or any other agency with jurisdiction over such facility. No Facility is listed by the NRC in the ‘unacceptable performance’ column of the NRC Action Matrix as a part of the NRC’s Assessment of Licensee Performance.

4.20 Intellectual Property. Except as would not have or be reasonably expected to have a Company Material Adverse Effect, no proceedings have been instituted, or are pending or, to the Knowledge of Seller, threatened, that challenge the rights of the Company or any of its Subsidiaries in respect of the Owned Company Intellectual Property. Except as would not have or be reasonably expected to have a Company Material Adverse Effect the operations of the Company and its Subsidiaries as presently conducted do not infringe or otherwise violate any Intellectual Property rights of any other Person, no Person is materially infringing or otherwise violating any of the Owned Company Intellectual Property and the Company has not issued or received any written notice thereof since January 1, 2006.

4.21 Environmental Compliance. Except as would not have a Company Material Adverse Effect:

(a) The Company and its Subsidiaries have obtained and hold all Environmental Permits used in or necessary for the ownership and operation of the Facilities as conducted prior to the Designated Interest Closing Date;

(b) The Facilities are in compliance with all terms, conditions and provisions of, and have not received since January 1, 2006 any written notice from any Governmental Authority that they are not or have not been in compliance with (i) all applicable Environmental Laws and (ii) all material Environmental Permits;

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(c) There are no Environmental Claims pending or, to the Knowledge of Seller, threatened against the Company or its Subsidiaries or with respect to the Facilities and the Company is not aware of any facts or circumstances which are reasonably likely to form the basis for any Environmental Claim against the Company or its Subsidiaries with respect to the Facilities;

(d) To the Knowledge of Seller, no Releases of Hazardous Materials have occurred at, from, on, or under the Site, and no Hazardous Materials are present on or migrating from the Site, that are reasonably likely to give rise to a Environmental Claim against the Company or require any Remediation;

(e) No Site nor any portion thereof is an Environmental Clean-up Site and, to the Knowledge of Seller, none of the Company or any of its Subsidiaries has transported or arranged for treatment, storage, handling, disposal or transportation of any Hazardous Materials from any Site to any location which is an Environmental Clean-up Site; and

(f) Except as in compliance with Environmental Law, there are no (i) underground storage tanks, active or abandoned, or (ii) polychlorinated-biphenyl-containing equipment located at any Site.

4.22 Taxes. Except as set forth in Section 4.21 of the Seller Disclosure Schedule:

(a) Each of the Company and its Subsidiaries (and any affiliated group filing a consolidated, combined, or unitary Tax Return of which either the Company or its Subsidiaries is or has been a member) has timely filed (or caused to be timely filed) with the appropriate Taxing Authority and in accordance with applicable Law all Tax Returns required to be filed by or with respect to it (taking into account all valid extensions) and all such Tax Returns are true, correct and complete in all material respects. The Company and its Subsidiaries have timely paid all Taxes required to be paid (whether or not shown as due on any Tax Return) and, in the case of Taxes that have not yet become payable, adequate reserves have been established on the Company Financial Statements in accordance with GAAP.

(b) The Company and its Subsidiaries have complied with all applicable Laws relating to the withholding and payment of Taxes and have, within the time and manner prescribed by applicable Laws, withheld and paid over to the proper Taxing Authorities all amounts required to be withheld and paid over by them.

(c) No federal, state, local or non-U.S. audit or other administrative proceeding or court proceeding (each an “Audit”) is presently being conducted with regard to Taxes or Tax Returns of either the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice that there any pending or threatened Audits with regard to Taxes or Tax Returns of the Company or any of its Subsidiaries. All deficiencies asserted or assessments made as a result of any Audits have been paid in full.

(d) Neither the Company nor any of its Subsidiaries has requested an extension of time within which to file any Tax Return in respect of any Tax period that has subsequently not been timely filed, and no outstanding waivers or comparable consents

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regarding the application of the statute of limitations with respect to any Taxes or Tax Returns has been given by or on behalf of the Company or any of its Subsidiaries.

(e) There are no Encumbrances for Taxes upon the assets or properties of the Company or any of its Subsidiaries, except for statutory liens for Taxes not yet due or payable.

(f) Neither the Company nor any of its Subsidiaries has been a member of any affiliated group within the meaning of Section 1504(a) of the Code, or any similar affiliated or consolidated group for Tax purposes under state, local or non-U.S. Law (other than a group the common parent of which is or was Seller), or has any liability for the Taxes of any other Person (other than Seller or any Affiliate thereof) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law or under applicable Law as a transferee or successor.

(g) No closing agreements, private letter rulings, technical advice memoranda or similar agreement or rulings (including any request for permission with respect to a change in any accounting method) have been entered into, requested or issued by any Taxing Authority with respect to the Company or any of its Subsidiaries. No power of attorney has been granted by or with respect to the Company or any of its Subsidiaries with respect to any matter relating to Taxes. Neither the Company nor any of its Subsidiaries has received a written Tax opinion from a law firm or accounting firm with respect to any transaction or item relating to the Company or any of its Subsidiaries.

(h) Neither the Company nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(i) Neither the Company nor any of its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” (each, within the meaning of Section 355 of the Code) in any distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code.

(j) There are not in force or effect for the Company or any of its Subsidiaries any Tax indemnity agreements, Tax sharing agreements, Tax allocation agreements or any similar agreement that would require the Company or any of its Subsidiaries to pay material Taxes or pay another party for material Tax losses, entitlements or refunds.

(k) Neither the Company nor any of its Subsidiaries is required to make any adjustment pursuant to Section 481 of the Code (or any corresponding provision of applicable Law) for any taxable period ending after the Designated Interest Closing Date as a result of a change in accounting method, and neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period ending after the Designated Interest Closing Date as a result of any intercompany transaction occurring at or before the Designated Interest Closing, or any installment sale, prepaid amounts, open transaction disposition or other transaction made on or prior to Closing.

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(l) To Seller’s Knowledge, neither the Company nor any of its Subsidiaries has participated in any reportable transactions that were required to be disclosed pursuant to Treasury Regulation Section 1.6011-4 or any predecessor of Treasury Regulation Section 1.6011-4.

(m) Neither the Company nor any of its Subsidiaries has received written notice from any Taxing Authority in a jurisdiction where it does not file a Tax Return asserting that it is subject to tax by, or required to file a Tax Return in, that jurisdiction.

(n) To Seller’s Knowledge, each Tax Return position that could give rise to an understatement of the United States federal income tax liability of the Company or any of its Subsidiaries within the meaning of Section 6662(d) of the Code is adequately disclosed on Tax Returns in accordance with Section 6662(d)(2)(B) of the Code if there was at the relevant time no substantial authority for such position.

(o) None of the assets of the Company or its Subsidiaries (i) is required to be treated as “tax-exempt use property” within the meaning of Section 168(h) of the Code, (ii) is subject to the provisions of Section 168(f) of the Code, or (iii) directly or indirectly secures any debt the interest on which is tax exempt under Section 103(a) of the Code.

4.23 Employee Benefits.

(a) Section 4.23(a)(i) of the Seller Disclosure Schedule contains a true and complete list of each deferred compensation and each incentive compensation, stock purchase, stock option and other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance and other “welfare” plan, fund or program (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); each profit-sharing, stock bonus or other “pension” plan, fund or program (within the meaning of Section 3(2) of ERISA); and each other material employee benefit plan, fund, program, agreement or arrangement, in each case that is sponsored, maintained or contributed to or required to be contributed to by the Company or any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, an “ERISA Affiliate”) for the benefit of any current or former employee of the Company or its Subsidiaries (the “Plans”). Except as set forth in Section 4.23(a)(ii) of the Seller Disclosure Schedule, no Plan is subject to Section 302, Section 303 or Title IV of ERISA or Section 412 of the Code or is a ‘multiemployer plan’ within the meaning of Section 3(37) or 4001(a)(3) of ERISA.

(b) With respect to each Plan, Seller has delivered to Purchaser a true and complete copy of such Plan and a true and complete copy of the following items (in each case, only if applicable) (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed annual report on the IRS Form 5500, and (iv) the most recently received IRS determination letter. Section 4.23(b)(i) of the Seller Disclosure Schedule contains a true and complete list of each Plan sponsored or maintained by the Company or any of its Subsidiaries at or after the Designated Interest Closing. No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full when due, and no condition exists that presents

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a material risk to the Company or any ERISA Affiliate of incurring a liability under Title IV of ERISA. Except as set forth in Section 4.23(b)(ii) of the Seller Disclosure Schedule, no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of the Company or any of its Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated solely by applicable Law, (B) death benefits or retirement benefits under any “employee pension benefit plan”, as defined in Section 3(2) of ERISA, (C) deferred compensation benefits accrued as liabilities on the books of the Company or (D) benefits the costs of which are borne by the current or former employee or his or her beneficiary.

(c) Each Plan has been operated and administered in all material respects in accordance with its terms and applicable Law, including but not limited to ERISA and the Code.

(d) Each Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and the trusts maintained thereunder are exempt from taxation under Section 501(a) of the Code.

(e) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any employee to severance pay, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer or (iii) cause any amounts payable under the Plans to fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code.

(f) Except as set forth in Section 4.23(f) of the Seller Disclosure Schedule, there are no material pending claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than routine claims for benefits).

4.24 Employment Matters.

(a) Except as set forth in Section 4.24 of the Seller Disclosure Schedule, no employee of the Company or any of its Subsidiaries is represented by any union or covered by any collective bargaining agreement, no labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority.

(b) There are no pending or, to the Knowledge of Seller, threatened employee strikes, work stoppages, slowdowns, picketing or material labor disputes with respect to any employees of the Company or its Subsidiaries, and, since January 1, 2003, none of the Company or its Subsidiaries has experienced any strike, work stoppage, lock-up, slow-down or other material labor dispute.

(c) None of the Company or its Subsidiaries has, to the Knowledge of Seller, since January 1, 2006, engaged in any unfair labor practice and there are no complaints

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against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any similar state or local labor agency by or on behalf of any employee of the Company or any of its Subsidiaries.

(d) The Company and its Subsidiaries are in compliance in all material respects with all federal and state Laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, immigration, wages, hours and benefits, non-discrimination in employment, workers compensation, the collection and payment of withholding and/or payroll taxes and similar taxes, including but not limited to the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Employment Opportunity Act of 1972, the Equal Pay Act, the National Labor Relations Act, the Americans with Disabilities Act of 1990, the Vietnam Era Veterans Reemployment Act, the Uniformed Services Employment and Reemployment Rights Act, the Family and Medical Leave Act and the Occupational Safety and Health Act of 1970 and any and all similar applicable state and local Laws.

(e) Each of the Company and its Subsidiaries is and, during the ninety (90)-day period prior to the date of this Agreement, has been in compliance in all material respects with the Worker Adjustment Retraining Notification Act of 1988, as amended, or any similar state or local Law.

4.25 Insurance. Seller has delivered to Purchaser correct and complete copies of current property damage, fire, liability, Nuclear Insurance Policies, worker’s compensation and other forms of insurance of the Company and its Subsidiaries (the “Insurance Policies”) listed in Section 4.25 of the Seller Disclosure Schedule, which are all of the Company’s and its Subsidiaries’ current insurance coverages. The insurance provided under the Insurance Policies is in such amounts, with such deductibles and against such risks and losses as are reasonable in respect of the operations of the business of the Company and its Subsidiaries. The Insurance Policies are in full force and effect and all premiums due and payable thereon have been paid in full (other than retroactive premiums which may be payable with respect to NEIL policies), and no written notice of cancellation or termination has been received with respect to any such Insurance Policy which has not been replaced on substantially similar terms prior to the date of such cancellation. There are no pending claims under the Insurance Policies by the Company or any of its Subsidiaries.

4.26 Books and Records. The Company has kept adequate books and records, which set forth an accurate account of all of the transactions of the Company and its Subsidiaries as required by applicable Laws and accounting policies.

4.27 No Broker. Neither the Company nor any of its Subsidiaries has entered into any agreement with any Person to pay any broker’s, finder’s or similar fee in connection with the transactions contemplated by this Agreement.

4.28 Indebtedness. Except as set forth in Section 4.28 of the Seller Disclosure Schedule, none of the Company or any Subsidiary of the Company has any Indebtedness and there are no Contracts relating to outstanding Indebtedness by which the Company or any of the Subsidiaries of the Company are bound.

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4.29 Affiliate Transactions. Except as set forth in Section 4.29 of the Seller Disclosure Schedule, there are no Contracts between the Company and any Subsidiary of the Company on the one hand and Seller and any Subsidiary of Seller (other than the Company and any of its Subsidiaries) on the other hand (“Affiliate Agreements”).

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller that except as set forth in the Purchaser Disclosure Schedule, with specific reference to the particular Article or Section of this Agreement to which the information set forth in such schedule relates (it being agreed that disclosure of any item in any Article or Section of the Purchaser Disclosure Schedule shall be deemed disclosure with respect to any other Article or Section to which the relevance of such item is reasonably apparent):

5.1 Organization; Qualification. Purchaser is a corporation validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority necessary to own, possess, license, operate or lease the properties that it purports to own, possess, license, operate or lease and to carry on its business as it is now being conducted, except as would not reasonably be expected to have a Purchaser Material Adverse Effect.

5.2 Authority; Enforceability. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by Purchaser, the performance by Purchaser of its obligations hereunder and thereunder, and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by the board of directors of Purchaser, and no other corporate action or proceeding on the part of Purchaser is necessary to authorize the execution and delivery of this Agreement and the Ancillary Documents by Purchaser, the performance by Purchaser of its obligations hereunder or thereunder or the consummation by Purchaser of the transactions contemplated hereby or thereby. This Agreement has been and, prior to the Designated Interest Closing, the Ancillary Documents will be, duly and validly executed and delivered by Purchaser, and, assuming the due and valid execution and delivery of this Agreement and the Ancillary Documents by the Company and Seller, this Agreement constitutes and the Ancillary Documents will constitute legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

5.3 No Conflict or Breach. The execution and delivery of this Agreement by Purchaser does not, the execution and delivery of the Ancillary Documents by Purchaser will not, and the performance of this Agreement and the Ancillary Documents by Purchaser and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or violate any Law or Order applicable to Purchaser or by which its properties are bound or subject, (ii) violate or conflict with the charter or bylaws or any other similar organizational documents, each as amended to date, of Purchaser or (iii) result in any material breach of, violation of, or

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constitute a material default (or an event which with notice or lapse of time, or both, would become a material default) under, or materially impair Purchaser’s or any of its Subsidiaries’ rights or alter the rights or obligations of any party under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation or imposition of any Encumbrance on any of the assets, rights, or properties of Purchaser or any of its Subsidiaries pursuant to any Contract or Permit to which Purchaser or any of its Subsidiaries is a party, or by which any of the assets, rights or properties of Purchaser or any of its Subsidiaries is bound or affected, except in each of the case of (ii) and (iii) above as would not reasonably be expected to have a Purchaser Material Adverse Effect.

5.4 Required Filings and Consents. Except as set forth in Section 5.4 of the Purchaser Disclosure Schedule, no consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to any Governmental Authority (the “Purchaser Required Regulatory Approvals”) is required to be made or obtained by Purchaser or any of its Subsidiaries, in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby.

5.5 Litigation. There are no Actions pending or threatened against Purchaser or any of its Subsidiaries that would reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement and the Ancillary Documents. There is no outstanding Order against or affecting Purchaser or any of its Subsidiaries in connection with the transactions contemplated by this Agreement and the Ancillary Documents, except as would not reasonably be expected to have a Purchaser Material Adverse Effect.

5.6 No Broker. Purchaser has not entered into any agreement with any Person to pay any broker’s, finder’s or similar fee in connection with the transactions contemplated by this Agreement, other than any such Persons whose fees will be paid by Purchaser.

5.7 Financial Capability. Purchaser has sufficient funds available to it through corporate funds, existing credit facilities or commitments from financial institutions to provide sufficient funds to pay the Purchase Price on the Designated Interest Closing Date and the respective Exercise Prices on each Put Option Closing Date, if any, and to enable Purchaser to timely perform all of its obligations under this Agreement.

5.8 Purchase for Investment. Purchaser is purchasing the Designated Interest for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to or for resale or distribution thereof in whole or in part. Except as set forth in the Operating Agreement, Purchaser does not have any Contract with any Person to sell, transfer or grant participations in the Designated Interest to such Person. Purchaser is an accredited investor as that term is defined in Rule 501(a) under the Securities Act.

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ARTICLE 6

COVENANTS OF THE PARTIES

6.1 Conduct of Business.

(a) Purchaser acknowledges that, from the date hereof to the Designated Interest Closing Date, the Company and its Subsidiaries, as the owners and licensed operators of the Facilities, retain the exclusive responsibility for safe, secure and reliable operation of the Facilities, and nothing in this Agreement shall in any way alter the licensed operator’s duties or obligations under any Law or NRC licenses. Except as described in Section 6.1 of the Seller Disclosure Schedule, during the period from the date hereof to the Designated Interest Closing Date or earlier termination of this Agreement, Seller shall cause the Company and the Subsidiaries of the Company to, and the Company and its Subsidiaries shall, operate and maintain, or cause to be operated and maintained, the Facilities in the ordinary course consistent with Good Utility Practices and past practices at the Facilities; it being understood that any actions deemed reasonably necessary in the operation of the Facilities in accordance with Good Utility Practices shall be deemed to be in the ordinary course. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Designated Interest Closing Date or earlier termination of this Agreement, Seller, the Company and its Subsidiaries (i) shall use and cause to be used commercially reasonable efforts to preserve intact the Facilities and preserve the goodwill and relationships with the employees, contractors, vendors, suppliers and others having business dealings with Seller, the Company and its Subsidiaries with respect thereto and (ii) shall comply in all material respects with all applicable Laws relating to the Facilities and the employees of the Company and its Subsidiaries, including without limitation all Nuclear Laws and Environmental Laws. Notwithstanding the foregoing, except as contemplated in this Agreement, as described on Section 6.1 of the Seller Disclosure Schedule or for any actions deemed reasonably necessary in the operation of the Facilities in accordance with Good Utility Practices, during the period from the date hereof to the Designated Interest Closing Date or earlier termination of this Agreement, without the prior written consent of Purchaser, which consent will not be unreasonably withheld, Seller (solely with respect to the Company, the Subsidiaries of the Company and the Facilities), the Company and its Subsidiaries shall not directly or indirectly, and Seller (solely with respect to the Company and its Subsidiaries) and the Company shall cause their respective Subsidiaries not to, do any of the following, unless necessary for the safe, secure and reliable operation of the Facilities:

(i) make any material change in the levels of Nuclear Fuel Inventories and Non-Nuclear Fuel Inventories customarily maintained with respect to the Facilities, except for such changes as are consistent with Good Utility Practices;

(ii) except for Permitted Encumbrances (including amendments and/or replacements to the Permitted Encumbrances), sell, lease (as lessor), pledge, mortgage, encumber, restrict, transfer or otherwise dispose of, or grant any right, or suffer to be imposed any Encumbrance with respect to, any of the Facilities, other than assets used, consumed or replaced in the ordinary course of business;

(iii) enter into any new commitment for the purchase of Nuclear Fuel unless (A) the aggregate payments under all such new commitments would not be expected to exceed $50,000,000 or (B) the commitment is terminable either (x) automatically on the Designated Interest Closing Date or (y)

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at the option of the Company or any of its Subsidiaries at any time after the Designated Interest Closing Date without any penalty or cancellation charge;

(iv) enter into any new power sales agreement relating to the Facilities having a term that extends beyond the Designated Interest Closing Date;

(v) (A) make, revoke or change any material Tax election, (B) except as required by GAAP or FERC, adopt or change any accounting policies or procedures, or any of its methods of reporting income, deductions, or other material items for income Tax purposes, (C) file any material amendment to a Tax Return, (D) enter into any closing agreement or settle or compromise any material Tax liability, claim or assessment, (E) agree to any extension or waiver of the limitation period to any material Tax claim or assessment, or (F) surrender any right to claim a material Tax refund;

(vi) knowingly engage in any practice, take any action, fail to take any action, or enter into any transaction through the Designated Interest Closing Date that will result in any material breach of any representation or warranty of Seller hereunder as of the Designated Interest Closing Date;

(vii) fail to make commercially reasonable efforts to pursue currently pending regulatory approvals and Permit or Environmental Permit applications, approvals and renewals relating to the Facilities that are reasonably necessary to operate the Facilities;

(viii) waive, release, cancel, assign, settle or compromise any action, litigation, claim, arbitration or right, other than waivers, releases, cancellations, assignments, settlements or compromises that involve only the payment of monetary damages not in excess of $5,000,000 individually or $10,000,000 in the aggregate;

(ix) amend the Company Organizational Documents or the Subsidiary Organizational Documents other than amendments which are ministerial in nature or otherwise immaterial;

(x) issue, sell or dispose of any equity interest of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any equity interests of, the Company or its Subsidiaries;

(xi) sell, transfer, lease, license, encumber or otherwise dispose of any property or asset of the Company or any of its Subsidiaries, other than dispositions of property or assets in connection with the ordinary course performance of its obligations under the Material Contracts or dispositions of property or assets made in the ordinary course of business consistent with prior practice and in an amount not to exceed individually or in the aggregate $10,000,000;

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(xii) (w) terminate, establish, adopt, enter into, make any new grants or awards of stock-based compensation or other benefits under, amend or otherwise modify any Plan or increase the salary, wage, bonus or other compensation of any directors, officers or employees, except for (A) actions necessary to satisfy existing contractual obligations under any collective bargaining agreement or any Plans existing as of the date hereof and disclosed in Section 4.23(a)(i) of the Seller Disclosure Schedule, or as required by Law or as required to bring any Plan into compliance with Section 409A, (B) annual employee performance bonuses or employee salary increases, in each case in the ordinary course of business consistent with past practice, or (C) grants or awards of stock-based compensation that involve or relate to capital stock of the Seller, or incentive performance awards that are obligations of Seller (and are not, and will not become, obligations of the Company or any of its Subsidiaries); (x) grant any new severance or termination pay not in existence on the date hereof or enter into any new severance agreement not in existence on the date hereof; (y) take any action to fund or in any other way secure the payment of compensation or benefits under any Plan; or (z) pay any benefit not required by any Plan in effect as of the date hereof to any current or former employee;

(xiii) enter into or assume any Contract that would have been a Material Contract had it been entered into prior to the date hereof, other than in the ordinary course of business consistent with past practice or amend, modify, terminate or waive any rights under any Material Contract, or any Contract that would have been a Material Contract had it been entered into prior to the date hereof, other than in the ordinary course of business consistent with past practice; provided in each case that the Company and its Subsidiaries shall be permitted to renew or replace any Material Contract with one or more Contracts on substantially similar terms at current market prices;

(xiv) (x) make or offer to make any acquisition, by means of a merger or otherwise, of any business (through a business combination, asset purchase or otherwise), (A) involving the payment in excess of $2,000,000 individually or $5,000,000 in the aggregate for all such payments, or (B) where such business, assets or securities do not primarily relate to the Nuclear Business or (y) make any sale, lease, encumbrance or other disposition of any business (through a business combination, merger, asset sale or otherwise);

(xv) make any loans, advances or capital contributions to, acquisitions of or investments in, any other Person in excess of $5,000,000 in the aggregate, other than loans, advances or capital contributions to or among the Company and its wholly owned Subsidiaries;

(xvi) incur, guarantee or modify any Indebtedness of the Company or any of its Subsidiaries or issue or sell any debt securities of the Company or any of its Subsidiaries, or cause the Company or any of its Subsidiaries to guarantee any debt securities of others, other than borrowings up

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to $10,000,000 of Indebtedness in the ordinary course of business consistent with past practice;

(xvii) make any material change in the levels of Major Spare Parts Inventory customarily maintained by the Company and its Subsidiaries, except for such changes as are consistent with Good Utility Practices;

(xviii) amend in any material respect or cancel any property, liability or casualty insurance policies of the Company and its Subsidiaries, or fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for the commercial nuclear generation industry;

(xix) enter into or assume any new Affiliate Agreement or amend, modify or extend any existing Affiliate Agreement or terminate any Affiliate Agreement other than in accordance with Section 6.12; and

(xx) agree to enter into any of the transactions set forth in the foregoing paragraphs (i) through (xix).

Notwithstanding the foregoing, Purchaser acknowledges that, from the date hereof to the Designated Interest Closing Date, the Company and its Subsidiaries, as the owners and licensed operators of the Facilities, retain the exclusive responsibility for safe, secure and reliable operation of the Facilities, and nothing in this Agreement shall in any way alter the licensed operator’s duties or obligations under any Law or NRC licenses.

(b) The Parties shall establish, as soon as practicable after the execution of this Agreement, a committee (the “Transition Committee”) comprised of at least four (4) persons, including two (2) persons designated by Seller and two (2) persons designated by Purchaser. The Transition Committee shall remain in existence and shall oversee and manage the transition process until the earlier of the Designated Interest Closing Date and the Termination Date, including the preparation of a form of transition services agreement to be entered into upon mutual agreement of Purchaser and Seller (the “Transition Services Agreement”). Subject to applicable Laws, the Transition Committee will be kept apprised of the Facilities’ management and operating developments, including with respect to any pre-closing outage, any repairs to the Facilities and material capital expenditures related to the Facilities. The Transition Committee shall have no authority to bind or make agreements on behalf of Seller or Purchaser or to issue instructions to or direct or exercise authority over Seller or Purchaser or any of their respective officers, employees, advisors or agents or to waive or modify any provision of this Agreement. Seller shall use commercially reasonable efforts to arrange for Purchaser’s representatives on the Transition Committee to have reasonable access to the management of the Company and its Subsidiaries in the presence of one or more individuals designated by Seller.

6.2 Access to Information.

(a) In addition to the rights granted pursuant to Section 6.1, between the date of this Agreement and the earlier of the Designated Interest Closing Date and the Termination Date, Seller will, and will use commercially reasonable efforts to cause the

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Company and its Subsidiaries to, during ordinary business hours, upon reasonable notice and subject to compliance with all applicable NRC rules and regulations and other applicable Laws and subject to approval in advance by Seller or Seller’s agents (i) give Purchaser and its employees, counsel, accountants and other representatives reasonable access to all of the Facilities and all management personnel engaged in the operation of the Facilities and all books, documents, records, plants, offices and other facilities and properties of the Company and its Subsidiaries; (ii) permit Purchaser to make such reasonable inspections thereof as Purchaser may reasonably request; (iii) furnish Purchaser with such financial and operating data and other information with respect to the Facilities, the Company and its Subsidiaries as Purchaser may from time to time reasonably request; (iv) furnish Purchaser a copy of each material report, schedule or other document filed or received by it since the date hereof with respect to the Facilities with the SEC, FCC, NRC, FERC or any other Governmental Authority having jurisdiction over the Facilities the Company and its Subsidiaries; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Facilities, (B) Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (C) Seller need not supply Purchaser with any information that Seller is legally prohibited from supplying.

(b) Purchaser and Seller each acknowledge that all information furnished to or obtained by Purchaser or Purchaser’s employees, counsel, accountants and other representatives pursuant to Section 6.1(b) and this Section 6.2 shall be subject to the provisions of the Confidentiality Agreements and shall be treated as Confidential Information (as such term is defined under the Confidentiality Agreements).

6.3 Expenses. Except to the extent specifically provided herein, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the Party incurring such costs and expenses.

6.4 Further Assurances; Cooperation. Subject to the terms and conditions of this Agreement, each of the Parties hereto will use commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective and to consummate the transactions contemplated by this Agreement and the Ancillary Documents. Each of Seller and Purchaser agrees that, from time to time before and after the Designated Interest Closing Date, they will execute and deliver, and Seller shall, to the extent reasonably possible and subject to any contractual, fiduciary or similar obligation of Seller or any employee, agent, director or officer of the Company appointed by or at the request of Seller, exercise the voting, governance and contractual powers available to any of them to cause the Company and its Subsidiaries to execute and deliver such further instruments, and take, or cause their respective Affiliates to take, such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement. Each of Seller and Purchaser agrees to use reasonable efforts to refrain from, and to use reasonable efforts to cause the Company and its Subsidiaries to refrain from, taking any action which could reasonably be expected to materially delay the consummation of the transactions contemplated hereby.

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6.5 Public Statements. Except as may be required by Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange, Seller and Purchaser’s Parent shall consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the transactions contemplated by this Agreement. Each of Seller and Purchaser’s Parent will, to the extent practicable, provide the other, reasonably in advance of its use, with drafts of any press release or other widely disseminated presentation or other information, in each case relating to the transactions contemplated by this Agreement or material corporate and financial information relating to Seller or the Company, and give reasonable consideration to the comments of the other thereon. In connection with the foregoing, Seller and the Purchaser’s Parent may share any such drafts with their respective investors and Representatives provided that any such investors or Representatives of Seller are bound by an obligation to maintain the confidentiality of such information sufficient to satisfy the requirements of Regulation FD promulgated under the Securities Act. Each of Seller and the Purchaser’s Parent will advise the other in advance of the timing of any such press release, presentation or other information relating to the transactions contemplated by this Agreement and will provide the other with a final copy of the same simultaneously with its public release.

6.6 Consents and Approvals.

(a) Seller and Purchaser shall each file or cause to be filed with the Federal Trade Commission and the Department of Justice (together or individually, the “Antitrust Agency”) any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the purchase and sale of the Designated Interest. The Parties shall consult with each other as to the appropriate time of filing such notifications and shall agree upon the timing of such filings. All filing fees under the HSR Act shall be borne 50% by Purchaser and 50% by Seller, and each Party will bear its own costs for the preparation of any such filing. Each Party shall (i) respond promptly to any request for additional information made the Antitrust Agency; (ii) promptly notify the other Party of, and, if in writing, furnish the other Party with copies of (or, in the case of material oral communications, advise the other Party orally of), any communications from or with the Antitrust Agency in connection with any of the transactions contemplated by this Agreement; (iii) not participate in any meeting with the Antitrust Agency unless it consults with the other Party in advance and to the extent permitted by the agency gives the other Party the opportunity to attend and participate thereat; (iv) furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and the Antitrust Agency with respect to any of the transactions contemplated by this Agreement; (v) furnish the other Party with such necessary information and reasonable assistance as may be reasonably necessary in connection with the preparation of necessary filings or submission of information to the Antitrust Agency and consistent with appropriate confidentiality safeguards. The Parties shall make, as promptly as practicable (and in any event within thirty (30) days of the date hereof), an appropriate filing of a Notification Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and use their reasonable best efforts to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing, and to resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Governmental Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of any of the transactions contemplated by this Agreement under any applicable Law. Nothing in this Section

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6.6(a) shall be construed to require either Party to disclose to the other documents it provides to the Antitrust Agency in response to Item 4(c) of the Notification Report Form.

(b) As promptly as practicable after the date of this Agreement (and in any event within thirty (30) days of the date hereof), Purchaser shall prepare and file with FERC an application for approval of the purchase and sale of the Designated Interest under Section 203 of the Federal Power Act. In fulfilling their respective obligations set forth in this Section 6.6(b), Seller and Purchaser shall use their reasonable best efforts. No later than five (5) days prior to submitting any such application with FERC, Purchaser shall submit such application to Seller for review and comment and Purchaser shall consider any revisions reasonably requested by Seller. Seller and Purchaser shall respond promptly to all requests from FERC or its staff for additional information regarding such application and use their respective reasonable best efforts to participate in any hearings, settlement proceedings or other proceedings ordered by FERC with respect to the application. Each Party will bear its own costs of preparation and review of such filings.

(c) As promptly as practicable after the date of this Agreement (and in any event within thirty (30) days of the date hereof), Purchaser and Seller shall file with the NRC an application requesting consent under Section 184 of the Atomic Energy Act and 10 C.F.R. §50.80 for the indirect transfer of the NRC licenses, and approval of any conforming license amendments or other related approvals. In fulfilling their respective obligations set forth in this Section 6.6(c), Seller and Purchaser shall use their reasonable best efforts. Each Party will bear its own costs of the preparation of any such filing and NRC fees shall be borne 50% by Purchaser and 50% by Seller. Thereafter, Purchaser and Seller shall cooperate with one another to facilitate NRC review of the application by providing the NRC staff with such documents or information that the NRC staff may reasonably request or require any of the Parties to provide or generate. For purposes of this Section 6.6(c), such reasonable best efforts shall include providing in accordance with relevant regulatory timeframes any information reasonably requested by the NRC in connection with its review of the license transfer application. Furthermore, such reasonable best efforts with respect to Purchaser shall include agreeing to implement a negation action plan required by the NRC containing customary measures to mitigate foreign ownership, control, and influence.

(d) As promptly as practicable after the date of this Agreement (and in any event within thirty (30) days of the date hereof), Purchaser and Seller shall file with the Committee on Foreign Investment in the United States (“CFIUS”) a joint voluntary notice pursuant to the Exon-Florio Amendment requesting CFIUS Approval (as defined below). Each of Purchaser and Seller shall use reasonable best efforts to obtain a written notification issued by CFIUS that it has concluded a review of the notice voluntarily filed jointly by Purchaser and Seller and determined not to conduct a full investigation or, if a full investigation is deemed to be required, notification that the United States Government will not take action to prevent the consummation of the transactions contemplated by this Agreement (such determination or notification, the “CFIUS Approval”). Such reasonable best efforts shall include providing in accordance with relevant regulatory timeframes any information requested by CFIUS or any other agency or branch of the United States Government in connection with their review of the transactions contemplated hereby. Furthermore, such reasonable best efforts with respect to Purchaser shall include agreeing to a mitigation agreement with the United States Government

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containing customary terms and conditions for transactions in the energy sector in order to secure CFIUS Approval.

(e) Seller, the Company and Purchaser shall cooperate with each other, as promptly as practicable after the date of this Agreement, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the conditions set forth in Article 7 are satisfied and to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) obtaining the Seller Required Regulatory Approvals, the Purchaser Required Regulatory Approvals and the Company Required Regulatory Approvals and (ii) obtaining all authorizations, consents, orders and approvals of, and giving all notices to, third parties that may be or become necessary for the performance of a Party’s obligations under this Agreement and the consummation of the transactions contemplated hereby and by the Ancillary Documents, including those set forth on the Seller Disclosure Schedule and the Purchaser Disclosure Schedule. The Parties shall respond promptly to any requests for additional information made by any Governmental Authorities, use their respective reasonable best efforts to participate in any hearings, settlement proceedings or other proceedings ordered with respect to the applications, and use their respective reasonable best efforts to cause regulatory approval to be obtained at the earliest possible date after the date of filing. Except as otherwise expressly provided in this Section 6.6, each Party will bear its own costs of the preparation and review of any such filing. Seller and Purchaser shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement which appear in any filing made in connection with the transactions contemplated hereby and the filing Party shall consider in good faith any revisions reasonably requested by the non-filing Party.

6.7 Tax Matters.

(a) All Transfer Taxes incurred in connection with this Agreement and the transactions contemplated hereby shall be borne equally by Seller and Purchaser. Purchaser will file, to the extent required by applicable Law, all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. Prior to the Designated Interest Closing Date, Purchaser will provide to Seller, to the extent possible, an appropriate exemption certificate in connection with this Agreement and the transactions contemplated hereby, due from each applicable Taxing Authority, and the Parties shall comply with all requirements and use commercially reasonable efforts to secure applicable sales tax exemptions for the transactions contemplated by this Agreement.

(b) Except as otherwise provided in Section 6.7(a) above, Seller shall prepare and file or cause to be prepared and filed when due all Tax Returns that are required to be filed by or with respect to the Company or any of its Subsidiaries for taxable years or periods ending on or before the Designated Interest Closing Date, and Seller shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. To the extent permitted or required by applicable Law or administrative practice, the taxable year of each of the Company and any of its Subsidiaries which includes the Designated Interest Closing Date shall be treated as closing on (and including) the Designated Interest Closing Date. For purposes of apportioning between Seller and Purchaser the Taxes of the Company or any of its Subsidiaries or with respect to the

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assets of the Company or any of its Subsidiaries for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Designated Interest Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Designated Interest Closing Date, and the period deemed to begin at the beginning of the day following the Designated Interest Closing Date on the basis of an interim closing of the books, except that Taxes (such as real or personal property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

(c) Any Tax refunds, credits or offsets (“Tax Refunds”) of Taxes of the Company or its Subsidiaries for any Tax period ending on or before the Designated Interest Closing Date shall be for the account of Seller. Any Tax Refunds of Taxes for any Straddle Period shall be allocated between the portion of the taxable period ending on or before the Designated Interest Closing Date and the portion of the taxable period beginning after the Designated Interest Closing Date in a manner consistent with Section 6.7(b).

(d) Notwithstanding any other provision of this Agreement, Seller shall indemnify Purchaser from and against and in respect of (i) Taxes of the Company and its Subsidiaries for any Tax period ending on or before the Designated Interest Closing Date, (ii) with respect to any Straddle Period, Taxes relating to the portion of such Straddle Period ending on and including the Designated Interest Closing Date, (iii) any Taxes (including as a result of Treasury Regulation Section 1.1502-6 or any comparable Law) of any Person that at any time prior to the Designated Interest Closing is or has ever been affiliated with the Company or any of its Subsidiaries or has been a transferee or successor under any Tax allocation, sharing or assumption agreement with respect to such period, (iv) any Taxes resulting from any deferred intercompany item or excess loss account that is triggered on or before the Designated Interest Closing Date, and (v) any Transfer Taxes allocated to Seller pursuant to Section 6.7(a).

(e) The Parties hereby agree that any and all indemnity payments pursuant to this Agreement shall, to the maximum extent permitted by Law, be treated for all U.S. federal, state and local Tax purposes as an adjustment to the Purchase Price.

(f) Notwithstanding any other provision of this Agreement, the obligations of the Parties set forth in this Section 6.7 shall not be subject to any restrictions or limitation other than those expressly set forth in this Section 6.7 and shall survive the Designated Interest Closing.

(g) Purchaser and Seller shall, and shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the other, in connection with the filing of Tax Returns and any matters with respect to Taxes.

(h) In the event that a dispute arises between Seller and Purchaser relating to Taxes, the Parties shall attempt in good faith to resolve such dispute, and any agreed amount shall be paid to the appropriate Party within ten (10) Business Days of the date on which the Parties reach agreement. If a dispute is not resolved within thirty (30) days of a Party having provided the other Party written notice of a dispute, the Parties shall submit the dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the Parties in writing, within thirty (30) days after such submission, upon

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such disputed amount, and such written report shall be final, conclusive and binding on the Parties. The Independent Accounting Firm shall act as an expert and not as an arbitrator and shall make findings only with respect to the remaining disputes so submitted to it (and not by independent review). Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Independent Accounting Firm in resolving the dispute shall be borne by Purchaser. Any payment required to be made as a result of the resolution of the dispute by the Independent Accounting Firm shall be made within ten (10) days after such resolution, together with any interest determined by the Independent Accounting Firm to be appropriate. Submission of a dispute to the Independent Accounting Firm shall not relieve any Party from any obligation under this Agreement to timely file a Tax Return or pay a Tax.

(i) At Purchaser’s request, Seller shall make a protective election pursuant to Treasury Regulation Section 1.1502-36(d) to reduce the basis of shares of the Company or its Subsidiaries in order to preclude the reduction of any attributes of the Company or its Subsidiaries pursuant to Treasury Regulation Section 1.1502-36.

(j) To the extent there is a consolidated Section 382 limitation (as determined under Treasury Regulation Section 1.1502-93) attributable to the Company and its Subsidiaries, Seller shall make a timely election (or cause to be made a timely election) under Treasury Regulation Section 1.1502-95 to apportion such Section 382 limitation to the Company and its Subsidiaries.

(k) All Tax allocation agreements between Seller and the Company and its Subsidiaries shall be terminated with respect to the Company and its Subsidiaries on or prior to the Designated Interest Closing Date, and, after the Designated Interest Closing Date, neither the Company nor its Subsidiaries shall be bound thereby or have any further liability or obligation thereunder.

6.8 Advice of Changes. Prior to the Designated Interest Closing Date, each Party will promptly advise the other in writing of any change or discovery occurring after the date hereof that would constitute a material breach of any representation, warranty or covenant of the advising or other Party under this Agreement.

6.9 Spent Nuclear Fuel Fees.

(a) Seller will remain liable for all Spent Nuclear Fuel Fees and any other fees associated with electricity generated at the Facilities and sold prior to the Designated Interest Closing Date, and Purchaser shall have no liability or responsibility therefor. Seller shall be entitled to any funds received from the Department of Energy that reimburse Seller for any costs expended by Seller, the Company and their Subsidiaries prior to the Designated Interest Closing Date for the storage of Spent Nuclear Fuel at the Facilities. Any other funds received by Seller from the Department of Energy representing the default by the Department of Energy on contracts with the Company or any of the Subsidiaries of the Company shall belong to the Company and the Subsidiaries of the Company.

(b) Notwithstanding anything to the contrary in this Agreement, prior to and after the Designated Interest Closing, Seller will retain and prosecute the Department of

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Energy Claim and the Company will retain the right to commence and prosecute the Department of Energy Potential Claim, in each case in a manner consistent with its best judgment. The Company shall be entitled to any funds received from the Department of Energy that reimburse the Company for any costs expended by the Company and its Subsidiaries in relation to the resolution of the Department of Energy Potential Claim.

6.10 Insurance. Until the Designated Interest Closing, Seller will maintain, or cause to be maintained, in effect (a) insurance in amounts and against such risks and losses as is customary in the commercial nuclear power industry and (b) not less than the level of property damage and liability insurance for the Facilities as in effect on the date hereof.

6.11 Termination of Certain Arrangements. On or prior to the Designated Interest Closing Date, Seller shall cause the Company and its Subsidiaries to cease participation in the “cash pool” of Seller and its Subsidiaries and any and all intercompany creditor agreements to provide cash to Subsidiaries of Seller that is not available from the cash pool.

6.12 Affiliate Transactions. On or prior to the Designated Interest Closing Date, Seller shall cause the Company and its Subsidiaries to terminate all Affiliate Agreements, except those (a) set forth on Section 6.12 of the Seller Disclosure Schedule, (b) identified in the Transition Services Agreement as continuing, (c) contemplated by the power marketing arrangement specified in the Operating Agreement, or (d) that are not material and are reasonably necessary for the ongoing operations of the Company and its Subsidiaries after the Designated Interest Closing Date, provided that in the case of this clause (d) such Affiliate Agreements do not include or involve any costs, fees or expenses to the Company and its Subsidiaries which are not contemplated by the Transition Services Agreement.

6.13 Transfer of UniStar Interest. On or prior to the Designated Interest Closing Date, the Parties shall restructure, recapitalize, or otherwise rearrange the Company’s ownership (directly or indirectly) of UniStar such that, immediately after the Designated Interest Closing Date, the beneficial interest in UniStar owned, directly or indirectly, by Purchaser and its Affiliates shall not exceed 50 percent. The Parties agree that such restructuring, recapitalization, or rearrangement contemplated in this Section 6.13 shall be done in such a manner as to not cause the Parties to recognize significant amounts of taxable gain, for federal income tax purposes, with respect to their ownership of UniStar and in such a manner so as to preserve the current governance and other rights of each of the Parties with respect to UniStar as of the date hereof.

6.14 Purchaser’s Parent Guarantee.

(a) Purchaser’s Parent unconditionally, absolutely and irrevocably guarantees to Seller the full and prompt payment, as and when due and payable, of the Purchase Price on the Designated Interest Closing Date and the respective Exercise Prices on each Put Option Closing Date, if any, by Purchaser in accordance with Section 1.1 and any adjustments in accordance with Section 1.4 (in the case of the Purchase Price) and in accordance with Section 2.4(b) and the terms of the applicable Asset Purchase Agreement (in the case of an Exercise Price) (the “Purchaser’s Parent Guarantee”); provided that Purchaser’s Parent’s aggregate liability pursuant to this Agreement (including, without limitation, this Section 6.14) shall not, in any

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event and under any circumstance and notwithstanding anything to the contrary contained in this Agreement or any agreement or document related hereto, exceed the amount of:

(i) during the period from the date hereof until (A) any Cash Redemption (as defined in the Articles Supplementary) of the Series B Preferred and surrender of such Series B Preferred in accordance with Section 1.3(a), or (B) if there has occurred a Note Redemption (as defined in the Articles Supplementary), such time as the notes issued to Purchaser in connection therewith have been repaid or otherwise retired, $500,000,000 (including any and all liabilities related to the Put Option), or

(ii) during the period after (A) any Cash Redemption of the Series B Preferred and surrender of such Series B Preferred in accordance with Section 1.3(a), or (B) if there has occurred a Note Redemption, such time as the notes issued to Purchaser in connection therewith have been repaid or otherwise retired, $1,500,000,000 (including any and all liabilities related to the Put Option).

(b) The Purchaser’s Parent Guarantee shall remain in effect until the earliest of (i) all such payments having been fully and irrevocably made, (ii) the occurrence of the Designated Interest Closing or (iii) if applicable, the termination of this Agreement pursuant to Section 8.1 (other than a termination under Section 8.1(d)); provided, that in the case of clauses (ii) and (iii), Purchaser’s Parent Guarantee shall remain in effect (except, in the case of clause (iii), where this Agreement was terminated pursuant to Section 8.1(c), in which case Purchaser’s Parent Guarantee shall not continue in effect after the termination of this Agreement) with respect to Purchaser’s obligations under Article 2 and the other surviving provisions of this Agreement, any applicable Asset Purchase Agreement and the other applicable Ancillary Documents, in each case, solely in respect of the Put Option until the termination of the Put Option pursuant to Section 2.8. For the avoidance of doubt, Purchaser’s Parent Guarantee is subject to the terms of Section 9.12. Purchaser’s Parent hereby guarantees that the Purchaser’s Parent Guarantee will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Seller with respect thereto. Purchaser’s Parent agrees that its guarantee constitutes a guarantee of payment when due and not of collection. Purchaser’s Parent hereby waives demand, presentment and notice of default or breach for non-performance of any of the covenants, terms, conditions or agreements in any other matter or thing mentioned and described in this Agreement. Furthermore, the occurrence of any one or more of the following shall not affect the enforceability or effectiveness of the Purchaser’s Parent Guarantee: (i) any modification, amendment, settlement, release (in whole or in part) or enforcement of the payment obligations guaranteed, (ii) any merger, consolidation, restructuring or termination of the corporate existence of Purchaser, (iii) the illegality, invalidity or unenforceability of all or any part of the payment obligations guaranteed or any agreement or instrument related thereto, (iv) the failure of Seller to exhaust any right, remedy, power or privilege it may have against Purchaser (including failure to file or enforce a claim in any bankruptcy or other proceeding), (v) any bankruptcy, insolvency, reorganization, winding-up, adjustment of debts or appointment of a custodian or liquidator, or similar proceedings commenced by or against Purchaser, including any discharge of, or bar or stay against collecting, all or any part of the payment obligations

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guaranteed and (vi) any other defense with respect to the performance of all or any part of the Purchaser’s Parent Guarantee, including but not limited to the effect of any statute of limitations.

6.15 Indebtedness. Prior to the Designated Interest Closing, Seller shall cause the Company and its Subsidiaries not to incur Indebtedness in excess of the Indebtedness Cap.

6.16 [RESERVED].

6.17 Encumbrances. Seller shall cause all Encumbrances, other than Permitted Encumbrances, on assets and property of the Company and its Subsidiaries that secure or relate to any liabilities and obligations of Seller and its Subsidiaries (other than the Company and its Subsidiaries), including, but not limited to, those set forth in Section 6.17 of the Seller Disclosure Schedule, to be released on or prior to the Designated Interest Closing Date.

6.18 [RESERVED].

6.19 Methodology. Prior to the Designated Interest Closing Date, the Parties shall meet to negotiate a methodology for determining the Company’s proportionate share of annual infrastructure costs and the service fee amount to be paid under the power marketing agreement referenced in the form of Exhibit C to the form of Operating Agreement attached hereto as Exhibit C. Upon agreement of such methodology, the Parties shall determine the amounts of such costs and fees. If the Parties cannot agree on the methodology and/or amount of such costs and fees, then the costs and fees shall be set at the default rates set forth in the above-referenced Exhibit C until such time as the power marketing agreement is terminated or the Parties shall otherwise agree on an alternative methodology and/or amount of such costs and fees.

6.20 Power Marketing. Purchaser and Seller shall negotiate in good faith to enter into a marketing agreement pursuant to which Seller’s power marketing Subsidiary shall provide marketing service for any Generation Assets transferred to Purchaser pursuant to the Put Option. Such marketing service shall include arranging for the sale of the output of any transferred Generation Assets and the procurement of fuel necessary for the operation of the transferred Generation Assets. Any existing agreements between Seller and its power marketing Subsidiary for power marketing services relating to any transferred Generation Assets shall be terminated.

6.21 Transfer of Certain Agreements. On or prior to the Designated Interest Closing Date, Seller shall cause its Subsidiaries (each a “Hedge Party”) to transfer to the Company, and the Company shall accept, such Hedge Party’s third-party transactions as are required such that the net negative mark-to-market value of such transactions, in aggregate, two (2) Business Days prior to the Designated Interest Closing Date, shall not exceed $700,000,000, using a 10% discount rate (the “Hedges”). Seller and Purchaser agree that they will develop (i) a mutually acceptable methodology to transfer from Seller’s Subsidiaries to the Company the receivables and payables of the Hedge Parties arising under each Hedge and related credit support for the period after the Designated Interest Closing until the end of the original term of each Hedge and (ii) a mutually acceptable agreement regarding the terms of the management of and performance under such Hedges by the Hedge Parties. Seller may transfer such Hedges either by way of direct assignment by the relevant Hedge Party to the Company, or by entering

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into back-to-back transactions between such Hedge Party and the Company on substantially the same terms as the relevant transactions subject to such transfer. The $700,000,000 referenced in this Section 6.21 shall include the value of the FirstEnergy Contracts, as such term is defined in the Operating Agreement, which contracts shall be included in the transfer contemplated herein, and the management of such contracts shall be conducted under and as provided in the management agreement contemplated in the Operating Agreement. The Parties agree that any Taxes resulting from or related to such transfers shall be properly allocable to the Tax period ending on or before the Designated Interest Closing Date.

6.22 Contribution to Constellation Energy Group Foundation. The Parties agree that provision of charitable contributions and support in their communities serves important corporate goals. Upon the Designated Interest Closing, Purchaser agrees to make a contribution of $36,000,000 to the Constellation Energy Group Foundation.

6.23 Construction of Visitor Center. After the Designated Interest Closing Date, Purchaser agrees to fund, upon the commencement of such construction in 2010, at a cost not to exceed $20,000,000, the construction of, and improvements related to, a new visitor center at the Company’s Calvert Cliffs Unit 1 and 2 nuclear generation station. The Parties agree to cooperate in the planning of the development of the new visitor center.

6.24 Payments Related to Outstanding Performance Units. After the Designated Interest Closing Date, Purchaser agrees to make payments to Seller in amounts equal to the amounts that would have been payable by Seller pursuant to the 2007-2009 and 2008-2010 performance units outstanding on the date hereof under Seller’s long-term incentive plans assuming a “Change of Control” had occurred under such plans on June 30, 2009, less amounts actually payable pursuant to the terms of such performance units as of the end of the relevant performance period. Seller shall provide Purchaser reasonable access to its human resources and employee benefits management personnel and all books, documents and records related to such plans for the purpose of confirming the amounts payable that had been previously communicated to Purchaser. Such amounts shall be paid to Seller within 60 days after the end of each three-year performance period, provided that Seller has provided to Purchaser a certificate of its chief financial officer setting forth the calculation of the amounts payable by Seller pursuant to the terms of the performance units for each relevant three-year performance period, which certificate shall be reasonably satisfactory to Seller. The actual distribution of the amounts to the holders of performance units shall be approved in the sole discretion of the board of directors of Seller.

6.25 Transaction Costs. Concurrently with the execution and delivery of this Agreement, Purchaser is paying Seller for $150,000,000 of reasonably documented and previously incurred transaction costs. Purchaser and Seller each agree to pay, as and when payable, one-half of (a) the amendment and waiver fees payable upon effectiveness of the amendment of, or lender waiver under, certain of Seller’s credit facilities in connection with this Agreement, the Series B Preferred Purchase Agreement and the transactions contemplated hereby and thereby, excluding any increased margin, original issue discount or other on-going fees payable to any lenders, which shall be payable solely by Seller in accordance with the terms of each such credit facility, and (b) such lenders’ reasonable and documented legal fees and other out-of-pocket expenses incurred in connection with such amendments and waivers, as applicable.

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6.26 Additional Payments. The Parties agree, as promptly as practicable, to negotiate in good faith the structure of a payment by Purchaser to Seller of an amount equal to $70,000,000, which reflects the estimated costs related to other various consents, approvals and related matters. Such payment shall be made by Purchaser as shall be agreed by the Parties, but in no event later than the Designated Interest Closing Date.

ARTICLE 7

CONDITIONS TO CLOSING

7.1 Conditions to Obligations of Each Party. The respective obligation of each Party to consummate the purchase and sale of the Designated Interest is subject to the satisfaction or (to the extent permitted by Law) waiver by Purchaser and Seller, on or prior to the Designated Interest Closing Date, of the following conditions:

(a) all applicable waiting periods under the HSR Act relating to the purchase and sale of the Designated Interest shall have expired or been terminated;

(b) no preliminary or permanent injunction or Law or Governmental Order shall be in effect which prohibits the consummation of the transactions contemplated by this Agreement; and

(c) each of the Seller Required Regulatory Approvals, the Purchaser Required Regulatory Approvals and the Company Required Regulatory Approvals shall have been obtained at or prior to the Designated Interest Closing Date and shall be in full force and effect.

7.2 Conditions to Obligations of Purchaser. The obligation of Purchaser to purchase the Designated Interest shall be subject to the satisfaction or (in Purchaser’s sole discretion) waiver on or prior to the Designated Interest Closing Date of the following conditions:

(a) the representations and warranties of Seller in Sections 3.2, 3.5, 3.13, 3.14, 4.2, 4.3 and 4.4 shall be true and correct in all respects as of the date hereof and as of the Designated Interest Closing Date as if made at and as of such time (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period);

(b) all representations and warranties of Seller in Article 3 and Article 4 (other than those representations and warranties specifically identified in Section 7.2(a)) shall be true and correct as of the date hereof and as of the Designated Interest Closing Date as if made at and as of such time (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and correct as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality,” “Seller Material Adverse Effect” or “Company Material Adverse Effect” set forth in such representations and warranties), individually or in the aggregate, have not resulted in and would not reasonably be expected to result in a Company Material Adverse Effect or a Seller Material Adverse Effect;

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(c) Seller shall have performed and complied in all material respects (other than Section 6.15, which shall have been complied with in all respects) with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Seller on or prior to the Designated Interest Closing Date;

(d) Purchaser shall have received a certificate from an authorized officer of Seller, dated the Designated Interest Closing Date, to the effect that, to such officer’s knowledge, the conditions set forth in Section 7.2(a), (b) and (c) have been satisfied by Seller;

(e) Purchaser shall have received from Seller a certificate under Section 1445(b)(2) of the Code providing that Seller is not a foreign person, in form and substance reasonably satisfactory to Purchaser;

(f) since the date hereof, no Seller Material Adverse Effect or Company Material Adverse Effect shall have occurred and be continuing;

(g) [RESERVED];

(h) Seller and the Company shall have delivered, as applicable, executed Ancillary Documents to Purchaser at the Designated Interest Closing and each such Ancillary Document shall be in full force and effect;

(i) the consents and approvals of third parties set forth in Section 7.2(j) of the Seller Disclosure Schedule shall have been obtained at or prior to the Designated Interest Closing Date and Purchaser shall have received reasonable evidence thereof; and

(j) except as set forth in Section 6.12 of the Seller Disclosure Schedule, all Affiliate Agreements shall have been terminated and Purchaser shall have received reasonable evidence thereof.

7.3 Conditions to Obligations of Seller. The obligation of Seller to consummate the sale of the Designated Interest shall be subject to the satisfaction or (in Seller’s sole discretion) waiver on or prior to the Designated Interest Closing Date of the following conditions:

(a) the representations and warranties of Purchaser in Article 5 shall be true and correct as of the date hereof and as of the Designated Interest Closing Date as if made at and as of such time (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and correct as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth in such representations and warranties) would not have a Purchaser Material Adverse Effect;

(b) Purchaser shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement and the Ancillary Documents that are required to be performed and complied with by Purchaser on or prior to the Designated Interest Closing Date;

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(c) Seller shall have received a certificate from an authorized officer of Purchaser, dated the Designated Interest Closing Date, to the effect that, to such officer’s knowledge, the conditions set forth in Sections 7.3(a) and (b) have been satisfied by Purchaser; and

(d) Purchaser shall have delivered, as applicable, executed Ancillary Documents to Seller at the Designated Interest Closing and each such Ancillary Document shall be in full force and effect.

ARTICLE 8

TERMINATION

8.1 Termination. This Agreement may be terminated at any time prior to the Designated Interest Closing:

(a) by the mutual written consent of Seller and Purchaser;

(b) by Seller or Purchaser, if (i) any Governmental Order prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued and made final or non-appealable or (ii) the Designated Interest Closing shall have not occurred on or before the date that is nine (9) months following the date of this Agreement (the “Termination Date”); provided, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to a Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Designated Interest Closing to occur on or before the Termination Date; provided, further, that if on the Termination Date any of the conditions to the Designated Interest Closing set forth in Section 7.1(a), (b) and (c) of this Agreement shall not have been fulfilled but all other conditions to the Designated Interest Closing shall have been fulfilled or shall be capable of being fulfilled, then the Termination Date may be extended by Seller or Purchaser to the date that is twelve (12) months following the date of this Agreement;

(c) by Purchaser, by written notice to Seller, if there shall have been any breach of any representation or warranty, or any such representation and warranty shall have become untrue and incapable of being cured prior to the Designated Interest Closing Date, or any breach of any covenant or agreement of Seller hereunder, such that a condition in Section 7.2 would not be satisfied, and such breach is not curable or, if curable, shall not have been remedied within thirty (30) days after receipt by Seller of notice in writing from Purchaser, specifying the nature of such breach and requesting that it be remedied or Purchaser shall not have received adequate assurance of a cure of such breach within such thirty (30) day period; and

(d) by Seller, by written notice to Purchaser, if there shall have been any breach of any representation or warranty, or any such representation and warranty shall have become untrue and incapable of being cured prior to the Designated Interest Closing Date, or any breach of any covenant or agreement of Purchaser hereunder, such that a condition in Section 7.3 would not be satisfied, and such breach is not curable or, if curable, shall not have been remedied, within thirty (30) days after receipt by Purchaser of notice in writing from Seller, specifying the nature of such breach and requesting that it be remedied or Seller shall not have received adequate assurance of a cure of such breach within such thirty (30) day period.

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8.2 Effect of Termination. In the event a Party terminates this Agreement pursuant to Section 8.1, this Agreement shall immediately become void and there shall be no liability on the part of any Party, except as set forth in Section 6.3, Section 6.5, Section 6.14 (but only in the case of a termination pursuant to Section 8.1(d)) , this Section 8.2 and Section 8.3 (but only in the case of a termination pursuant to Section 8.1(b) under circumstances in which the termination fee referenced in Section 8.3 would be payable); provided, however, that, subject to the limitations set forth in Section 9.12, nothing in this Agreement shall relieve a Party from liability for any willful breach of this Agreement; and provided, further, that Article 2 hereof shall survive in accordance with its terms and Article 9 shall survive the termination of this Agreement.

8.3 Termination Fee. If this Agreement is terminated (a) by either Party pursuant to Section 8.1(b) and at such time each of the Seller Required Regulatory Approvals and the Purchaser Required Regulatory Approvals shall have been obtained or (b) by Purchaser pursuant to Section 8.1(b) and at such time each of the Seller Required Regulatory Approvals and the Purchaser Required Regulatory Approvals shall have been obtained or reasonably could have been obtained by the Parties consistent with, and subject to the limitations on, the Parties’ respective obligations pursuant to Section 6.6 but for the termination of this Agreement, Purchaser shall immediately pay to Seller a termination fee equal to $175,000,000 in cash payable by wire transfer in same day funds.

ARTICLE 9

MISCELLANEOUS

9.1 Non-Survival; Effect of Representations and Warranties. No representations or warranties in this Agreement shall survive the Designated Interest Closing.

9.2 Entire Agreement. This Agreement, together with the Confidentiality Agreements and all exhibits, annexes and schedules hereto and all other documents and instruments delivered in connection herewith, constitute the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or among the Parties and Purchaser’s Parent, written or oral, to the extent they are related in any way to the subject matter hereof.

9.3 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and Purchaser’s Parent and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties other than to an Affiliate; provided, however that any such assignor shall remain liable, together with each such Affiliate, to perform all of its obligations under this Agreement and the Ancillary Documents notwithstanding any such assignment.

9.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

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9.5 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

9.6 Notices. A Party or Purchaser’s Parent may send any notice or other communication hereunder to the intended recipient at the address set forth below using the following means: facsimile transmission, personal delivery, messenger service, nationally recognized overnight delivery service, registered or certified mail, and such notices or other communications shall be deemed received (a) on the date delivered, if delivered personally, by messenger, by facsimile transmission (with written confirmation of receipt) or by nationally recognized overnight delivery service; or (b) five (5) calendar days after being sent, if sent by registered or certified mail. Notices shall be sent as follows:

If to Seller:	With a copy to (which shall not constitute notice):
Charles Berardesco	Kirkland & Ellis LLP
General Counsel	Citigroup Center
Constellation Energy Group, Inc.	153 East 53rd Street
750 E. Pratt Street	New York, New York 10022-4611
Baltimore, Maryland 21202	Attention:        George P. Stamas, Esq.
Fax: (410) 470-5766	Mark D. Director, Esq.
	Fax: (202) 879-5200
If to Purchaser or Purchaser’s Parent:	With a copy to (which shall not constitute notice):
Électricité de France International, SA	Skadden, Arps, Slate, Meagher & Flom LLP
Tour EDF	1440 New York Ave., N.W.
20, Place de la Défense	Washington, D.C. 20005
92050 Paris	Attention: Michael P. Rogan, Esq.
France	Fax: (202) 661-8200
Attention: Marianne Laigneau
Telephone: +33 1 56 65 39 71
Fax: +33 1 40 42 61 67
If to the Company:	With a copy to (which shall not constitute notice):
Charles Berardesco	Kirkland & Ellis LLP
General Counsel	Citigroup Center
Constellation Energy Nuclear Group, LLC	153 East 53rd Street
750 E. Pratt Street	New York, New York 10022-4611
Baltimore, Maryland 21202	Attention:        George P. Stamas, Esq.
	Mark D. Director, Esq.
	Fax: (202) 879-5200

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A Party or Purchaser’s Parent may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties and Purchaser’s Parent notice in the manner herein set forth.

9.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

9.8 Dispute Resolution. In the event of any dispute arising out of or in connection with this Agreement, including any dispute regarding its existence, termination or validity, each Party shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Referee Procedure. All disputes arising out of or in connection with this Agreement (including as to existence, termination and validity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with said Rules. The place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States of America. The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules. The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of law of the State of New York. The language of the arbitration shall be English. Evidence shall be provided in English and pleadings shall be done in English. The arbitral tribunal shall render its decision within six months from the date of signature of the terms of reference. Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. The parties agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

9.9 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Purchaser, Purchaser’s Parent, Seller and the Company. Any Party and Purchaser’s Parent may (i) extend the time for the performance of any of the obligations any other acts of another Party or Purchaser’s Parent, (ii) waive any inaccuracies in the representations and warranties of another Party or Purchaser’s Parent contained herein or in any document delivered by another Party or Purchaser’s Parent pursuant hereto or (iii) waive compliance with any of the agreements of another Party or Purchaser’s Parent or conditions to such Party’s or Purchaser’s Parent obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Parties (or Purchaser’s Parent) to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party or Purchaser’s Parent hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

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9.10 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and Purchaser’s Parent and their respective successors and permitted assigns.

9.11 Severability. To the fullest extent permitted by Law, any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

9.12 Remedies.

(a) Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at Law or in equity. Except as otherwise provided in this Agreement, the exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy. Seller and the Company agree that, notwithstanding anything herein to the contrary, (i) to the extent Seller or the Company has incurred losses or damages in connection with this Agreement or any Asset Purchase Agreement executed and delivered pursuant to this Agreement, (A) the maximum aggregate liability of Purchaser and Purchaser’s Parent for such losses or damages shall be limited in amount to $1,500,000,000, (B) Seller’s and the Company’s recourse with respect to the first $1,000,000,000 of any such losses or damages (the “Limited Recourse Losses”) shall be limited to (x) the Series B Preferred until such time, if any, that any Cash Redemption (as defined in the Articles Supplementary) of the Series B Preferred shall have occurred and the Series B Preferred has been surrendered in accordance with Section 1.3(a) or (y) if there shall have been a Note Redemption (as defined in the Articles Supplementary) of the Series B Preferred, the notes issued in connection therewith until such notes have been repaid or otherwise retired, and (C) in no event shall Seller seek to recover any money damages with respect to Limited Recourse Losses other than by recourse to such securities for as long as any of such securities are outstanding, and (ii) in no event shall any officer, director, employee or Affiliate of Purchaser or Purchaser’s Parent (each a “Non-Recourse Party”) have any liability or obligation relating to or arising out of this Agreement or any Asset Purchase Agreement executed and delivered pursuant to this Agreement or the transactions contemplated hereby or thereby. In the event that Seller or any of its Affiliates asserts in any litigation or otherwise that the provisions of this Agreement or any Asset Purchase Agreement executed and delivered pursuant to this Agreement limiting the maximum aggregate liability of, and recourse of such Persons to, Purchaser and Purchaser’s Parent or any of the Non-Recourse Parties as provided in the immediately preceding clause (i) is illegal, invalid or unenforceable in whole or in part, or (other than a claim for equitable relief as contemplated by Section 2.10) asserting any theory of liability against Purchaser and Purchaser’s Parent or any of the Non-Recourse Parties with respect to the transactions contemplated by this Agreement or any Asset Purchase Agreement executed and delivered pursuant to this Agreement other than payment as provided in the immediately preceding clause (i) (as limited by the provisions hereof), then the amount of the liability provided in such clause (i) shall be automatically reduced to $1,000.

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(b) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Seller or the Company in accordance with their specific terms or were otherwise breached. It is accordingly agreed that prior to the termination of this Agreement in accordance with Article 8, Purchaser and Purchaser’s Parent will each be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at Law or in equity. The Parties acknowledge that, except to the limited extent set forth in Section 2.10, Seller and the Company shall not be entitled to an injunction or injunctions to prevent breaches of this Agreement by Purchaser and Purchaser’s Parent or to enforce specifically the terms and provisions of this Agreement and that Seller’s and the Company’s sole and exclusive remedy with respect to any such breach shall be the remedy set forth in Section 9.12(a)(i).

9.13 Interpretation and Construction.

(a) When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Whenever used in this Agreement, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders.

(b) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

9.14 Certain Definitions. For purposes of this Agreement, the following terms, when used in this Agreement, shall have the meanings given to them in this Section 9.14.

“Accrued Dividends” means, with respect to the Series B Preferred, as of any date, the aggregate accrued and unpaid dividends on such shares of Series B Preferred through and including such date (whether or not authorized or declared).

“Action” means any action, claim, complaint, investigation, petition, suit, arbitration or other proceeding, whether civil or criminal, at law or in equity by or before any Governmental Authority.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlled by, Controlling or under common Control with, such Person.

“Affiliate Agreement” has the meaning set forth in Section 4.29.

“Agreement” has the meaning set forth in the preamble.

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“Amended and Restated Credit Agreements” means (i) an Amended and Restated Credit Agreement, dated as of December 17, 2008, among Seller, the Lenders named therein and the Royal Bank of Scotland PLC, as Administrative Agent, and (ii) the Second Amended and Restated Credit Agreement, dated as of December 17, 2008, among Seller, the Lenders named therein, Wachovia Bank, National Association, as Administrative Agent, LC Bank and Swingline Lender, and Wachovia Bank, National Association, as Collateral Agent, attached as Exhibit F.

“Ancillary Documents” means the Operating Agreement and the Assignment of Membership Interests.

“Antitrust Agency” has the meaning set forth in Section 6.6(a).

“Articles Supplementary” has the meaning set forth in Section 2.1 of the Series B Preferred Purchase Agreement.

“Asset Purchase Agreement” has the meaning set forth in Section 2.4(a).

“Assignment of Membership Interests” has the meaning set forth in Section 1.3(b).

“Atomic Energy Act” means the Atomic Energy Act of 1954, as amended.

“Audit” has the meaning set forth in Section 4.22(c).

“Bankruptcy Code” has the meaning set forth in the definition of “Insolvency Event.”

“Bridge Facility” has the meaning set forth in the Recitals.

“Bridge Facility Repayment Amount” means the aggregate principal amount outstanding under the Bridge Facility, as of the Designated Interest Closing Date, together with all accrued but unpaid interest with respect thereto.

“Business Day” means any working day in France and the United States other than a Saturday, a Sunday or a day on which banks located in Paris, France or New York, New York generally are authorized or required by applicable Law to close.

“Byproduct Material” means any radioactive material (other than Special Nuclear Material) yielded in, or made radioactive by, exposure to the radiation incident to the process of producing or utilizing Special Nuclear Material.

“Cash and Cash Equivalents” as of a given time means the consolidated cash and cash equivalents of the Company and its Subsidiaries, determined in accordance with GAAP as of such time, provided, however, that Cash and Cash Equivalents shall not include any cash or

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cash equivalent that is not a current asset of the Company or its Subsidiaries, as determined in accordance with GAAP as of such time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Interests” has the meaning set forth in Section 4.3.

“Company” has the meaning set forth in the preamble.

“Company Agreements” has the meaning set forth in Section 4.14(a)(i).

“Company Leases” has the meaning set forth in Section 4.18(b).

“Company Material Adverse Effect” means any event, change or occurrence or development of a set of circumstances or facts, which, individually or together with any other event, change, occurrence or development, has a material adverse effect on the business, assets, liabilities, properties, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that the term shall not include (i) any such effect relating to or resulting from general changes in the nuclear or electric industry, other than such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons, (ii) any such effect resulting from changes in Law or GAAP, other than (in the case of changes in Law only) such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons, and (iii) any such effect resulting from changes in financial markets or general economic conditions, other than such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons; provided further, however, that, notwithstanding any provision of this sentence to the contrary, (x) the occurrence of an Insolvency Event in respect of Seller, the Company or any Subsidiary of the Company or (y) any event, change, occurrence or development that would prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, shall be deemed to cause a Company Material Adverse Effect.

“Company Organizational Documents” means the organizational documents of the Company set forth in Section 4.1 of the Seller Disclosure Schedule.

“Company Required Regulatory Approvals” has the meaning set forth in Section 4.6 and includes the approvals listed in Section 4.6 of the Seller Disclosure Schedule.

“Confidentiality Agreements” means the confidentiality agreement entered into between Seller and Purchaser’s Parent, dated February 26, 2007 and amended as of September 9, 2008, and the non-disclosure agreements entered into between Seller and Purchaser’s Parent, each dated December 7, 2008.

“Contract” means any contract, agreement, lease, license, purchase order, indenture, note, bond, mortgage, deed of trust, permit, certificate, franchise or legally binding understanding or commitment, whether written or oral.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Copyrights” has the meaning set forth in the definition of Intellectual Property.

“CFIUS” has the meaning set forth in Section 6.6(d).

“CFIUS Approval” has the meaning set forth in Section 6.6(d).

“Decommission” means to completely retire and remove the Facilities from service and to restore the Site, as well as any planning and administrative activities incidental thereto, including but not limited to (a) the dismantlement and removal of the Facilities and any reduction or removal of radioactivity at the Site to a level that permits termination of the NRC Licenses and unrestricted use of the site, (b) all other activities necessary for the retirement, dismantlement, decontamination and/or storage of the Facilities to comply with all applicable Laws, including the applicable requirements of the Environmental Protection Agency, Atomic Energy Act, the NRC’s rules, regulations, orders and pronouncements thereunder, and the orders of the PSCMD or PSCNY, as applicable, and (c) once the Site is no longer utilized either for power generation of any kind or for the storage of Spent Nuclear Fuel or other Nuclear Material, restoration of the Site to an appropriately graded and vegetated condition, including the replacement of locally-indigenous trees, plants, shrubs, and grasses to conform substantially with the surrounding environs, as appropriate for the intended use of the Site and property thereon. Site restoration shall include removal and disposal of components and materials meeting NRC release criteria, demolition and removal of decontaminated structures to an approximate depth of three feet below grade, and backfilling the Site with clean material, grading and landscaping.

“Decommissioning Funds” means the Qualified Decommissioning Funds and the Non-Qualified Decommissioning Funds, taken together.

“Department of Energy Claim” means any action previously commenced by Seller for damages resulting from the Department of Energy’s failure to commence the removal, transportation, acceptance or any delay in accepting Spent Nuclear Fuel for disposal pursuant to the Standard Spent Fuel Disposal Contract and the Nuclear Waste Policy Act.

“Department of Energy Potential Claim” means any potential action to be commenced by Seller, in its sole discretion, for damages resulting from the Department of Energy’s failure to commence the removal, transportation, acceptance or any delay in accepting Spent Nuclear Fuel for disposal pursuant to the Standard Spent Fuel Disposal Contract and the Nuclear Waste Policy Act.

“Designated Interest” has the meaning set forth in the Recitals.

“Designated Interest Closing” has the meaning set forth in Section 1.2.

“Designated Interest Closing Date” has the meaning set forth in Section 1.2.

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“Employment Contracts” has the meaning set forth in Section 4.14(a)(iii).

“Encumbrances” means any mortgages, pledges, liens, security interests, encumbrances, conditional and installment sale agreements, activity and use limitations, charges, restrictions on transfer, proxies and voting or other similar agreements, claims and other legal and equitable encumbrances, conservation easements, deed restrictions, easements, limitations, title or survey matters, defects and/or restrictions of any nature whatsoever.

“Environmental Claim” means any and all written claims alleging potential Liability, administrative or judicial actions, suits, orders, liens, notices alleging Liability, notices of violation, investigations which have been disclosed to the Seller or the Generation Facility, complaints, requests for information relating to the Release or threatened Release into the environment of Hazardous Materials, proceedings, or other written communication, whether criminal or civil, based upon, alleging, asserting, or claiming any actual or potential (a) violation of, or Liability under any Environmental Law, (b) violation of any Environmental Permit, or (c) Liability for investigatory costs, cleanup costs, removal costs, remedial costs, response costs, monitoring costs, natural resource damages, property damage, personal injury, fines, or penalties arising out of, based on, resulting from, or related to the presence, Release, or threatened Release into the environment of any Hazardous Materials at any location related to the Acquired Assets, including, but not limited to, any Off-Site Location to which Hazardous Materials, or materials containing Hazardous Materials, were sent.

“Environmental Clean-up Site” means any location that is listed or formally proposed for listing on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Act Information System, or on any similar state list of sites requiring investigation or cleanup, or which is the subject of any action, suit, proceeding or investigation that has been disclosed in writing to the Company or its Subsidiaries for any alleged violation of any Environmental Law, or at which there has been a Release, or, to the Best Knowledge of the Company, a threatened Release, of a Hazardous Materials.

“Environmental Laws” means any applicable statute, law, common law, rule, regulation, ordinance, order or other legally enforceable directive of any Governmental Authority having lawful jurisdiction over the assets in question, that is in effect as of the Designated Interest Closing Date which relate to Releases or threatened Releases of Hazardous Materials or the manufacture, processing, distribution, use, treatment, storage, Release, transport or handling of Hazardous Materials, or otherwise relates to pollution, safety or protection of human health (to the extent relating to exposure to Hazardous Materials) or the environment, including (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (b) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (c) the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., (d) the Clean Air Act, 42 U.S.C. § 7401 et seq., (e) the Hazardous Materials Transportation Authorization Act of 1994, 49 U.S.C. § 5101 et seq., (f) the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., (g) the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629, (h) the Oil Pollution Act, 33 U.S.C. § 2701 et seq., (i) the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq., and (j) the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j, each as amended and in effect on the Designated Interest Closing Date.

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“Environmental Permit” means any federal, state or local permits, licenses, approvals, consents, registrations or authorizations required by any Governmental Authority under or in connection with any Environmental Law including any and all orders, consent orders or binding agreements issued or entered into by a Governmental Authority under any applicable Environmental Law.

“EDF” has the meaning set forth in the Recitals.

“ERISA” has the meaning set forth in Section 4.23(a).

“ERISA Affiliate” has the meaning set forth in Section 4.23(a).

“Estimated Cash Purchase Price” has the meaning set forth in Section 1.4(a).

“Estimated Cash Purchase Price Statement” has the meaning set forth in Section 1.4(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exercise Notice” has the meaning set forth in Section 2.2(a).

“Exercise Period” has the meaning set forth in Section 2.2(a).

“Exercise Price” has the meaning set forth in Section 2.2(b).

“Facilities” means the nuclear generation stations set forth on Exhibit A.

“FCC” means the United States Federal Communications Commission.

“Federal Power Act” means the Federal Power Act.

“FERC” means the United States Federal Energy Regulatory Commission.

“Final Cash Purchase Price” has the meaning set forth in Section 1.4(b).

“Fuel Contracts” has the meaning set forth in Section 4.14(a)(ii).

“GAAP” means United States generally accepted accounting policies as in effect from time to time and consistently applied.

“Generation Assets” has the meaning set forth in the Recitals.

“Generation Assets Encumbrances” has the meaning set forth in Section 2.5(c).

“Generation Asset Material Adverse Effect” means, with respect to a Generation Asset, (i) any change or changes in, or effect on, such Generation Asset that is, or in the aggregate are, materially adverse to the business, assets, operations or conditions (financial or otherwise) of the Generation Asset, or (ii) any change or changes in, or effect on, Seller, taken as a whole, that would prevent, materially delay or impair Seller’s ability to consummate the

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transactions contemplated by Article 2 of this Agreement. Generation Asset Material Adverse Effect, however, does not include any effect that is attributable to any of the following: (a) any change or effect generally affecting the international, national or regional electric generating, transmission or distribution industry as a whole, (b) any change or effect resulting from changes in the international, national or regional wholesale or retail markets for electric power, (c) any change or effect resulting from changes in the national or regional markets for the type of fuel used at the Generation Asset, (d) any change or effect resulting from changes in the international, national or regional electric transmission or distribution systems, (e) any change or effect resulting from changes in the general national or regional economic or financial conditions, or (f) any change or effect resulting from changes in Laws or in industry standards; except in the cases of clauses (a) through (f) above for such changes or events which materially disproportionately impact Seller or such Generation Asset; provided, however, that, notwithstanding any provision of this sentence to the contrary, the occurrence of an Insolvency Event in respect of Seller, the Company, any Subsidiaries of the Company that directly or indirectly own a Generation Asset, or any other Person that owns any of the Generation Assets shall be deemed to be a Generation Asset Material Adverse Effect.

“Good Utility Practices” means any of the practices, methods and activities generally accepted in the electric utility industry in the United States of America as good practices applicable to nuclear generating facilities of similar design, size and capacity or any of the practices, methods or activities which, in the exercise of reasonable judgment by a prudent nuclear operator in light of the facts known at the time the decision was made (other than the fact that such operator is in the process of selling a one-half ownership in the Facilities), could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, expedition and applicable Laws including Nuclear Laws and Laws relating to the protection of public health and safety. Good Utility Practices is not intended to be limited to the optimal practices, methods or acts to the exclusion of all others, but rather to be practices, methods or acts generally accepted in the electric utility industry in the United States.

“Governmental Authority” means any federal, state, provincial, county, municipal, local, foreign or international government, or any political subdivision of any of the foregoing, or any entity, authority, agency, ministry, commission, tribunal, arbitral body, court or other similar body exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or quasi-governmental entity established to perform any of these functions.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Greater Than Class C Waste” means radioactive waste that contains a radionuclide whose concentration exceeds the value in Table 1 or Table 2 of 10 C.F.R. § 61.55, and therefore is currently not generally acceptable for disposal at existing (near surface) low level radioactive waste disposal facilities.

“Hazardous Materials” means (A) any petroleum or petroleum products or byproducts, radioactive materials, toxic mold, asbestos in any form, urea formaldehyde foam insulation, radon, and polychlorinated biphenyls; (B) any chemicals, materials or substances

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which are now defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants”, “pollutants,” “dangerous wastes” or words of similar meaning and regulatory effect under any applicable Environmental Law; (C) any other chemical, material, substance or waste, which by its nature, presence, characteristics, or concentration is harmful, hazardous, or injurious to human health or safety, the environment, or natural resources or exposure to which is now prohibited, limited or regulated under any Environmental Law.

“Hedge Party” has the meaning set forth in Section 6.21.

“Hedges” has the meaning set forth in Section 6.21.

“High Level Waste” means (a) irradiated nuclear reactor fuel, (b) liquid wastes resulting from the operation of the first cycle solvent extraction system, or its equivalent, and the concentrated wastes from subsequent extraction cycles, or their equivalent, in a facility for reprocessing irradiated reactor fuel, (c) solids into which such liquid wastes have been converted, or (d) any other material containing radioactive nuclides in concentrations or quantities that exceed NRC requirements for classification as Low Level Waste.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Income Taxes” means any federal, state, local, or non-U.S. Tax determined by reference to net income, net worth, or any Tax imposed in lieu of such a Tax.

“Indebtedness” means (i) all indebtedness for borrowed money, (ii) all obligations for the deferred purchase price of assets, property or services (other than trade payables, accrued compensation or similar obligations incurred in the ordinary course of business), (iii) all obligations evidenced by notes, bonds, debentures or other similar instruments, (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property, (v) all obligations under capital leases, (vi) all obligations as an account party under acceptance, letter of credit (to the extent such letter of credit has been drawn by the beneficiary thereof) or similar facilities, (vii) all obligations under any currency, interest rate or other hedge agreement or any other hedging arrangement, (viii) all direct or indirect guarantee, support or keep well obligations in respect of obligations of the kind referred to in clauses (i) through (vii) above, and (ix) all obligations of the kind referred to in clauses (i) through (viii) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property owned by the Company or its Subsidiaries, whether or not the Company or any Subsidiary has assumed or become liable for the payment of such obligation.

“Indebtedness Cap” means 2.5x the annual normalized earnings before interest taxes and depreciation (EBITDA) of the Company and its Subsidiaries taken as a whole.

“Independent Accounting Firm” means an independent accounting firm of national reputation that has not provided services to Seller, Purchaser or their respective Affiliates during the two (2) years prior to its engagement pursuant to this Agreement and is mutually appointed by Seller and Purchaser.

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“Insolvency Event” means, with respect to any Person, the occurrence of any of the following:

(a) such Person shall (A) (i) (voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, Sections 101 et. seq. (the “Bankruptcy Code”) or any other federal, state or foreign bankruptcy, insolvency, liquidation or similar Law, (ii) consent to the institution of, or fail to contravene in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Person or for a substantial part of its property or assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing or (B) such Person shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; or

(b) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (A) relief in respect of such Person or of a substantial part of the property or assets of such Person, under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar Law, (B) the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Person or for a substantial part of the property of such Person or (C) the winding-up or liquidation of such Person; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect 30 days.

“Insurance Policies” has the meaning set forth in Section 4.25.

“Intellectual Property” means, collectively, all intellectual property and other similar or proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including, without limitation, such rights in and to (i) trademarks, services marks, certification marks, trade dress, corporate names, trade names, Internet domain names, designs, logos, slogans, and general intangibles of like nature, together with all goodwill, registrations and applications related to the foregoing (collectively, “Trademarks”); (ii) patents and patent applications (including any registrations, continuations, continuations in part, divisions, reissues, reexaminations, extensions, renewals and applications for any of the foregoing), any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like rights (collectively, “Patents”) and inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iii) copyrights (including any registrations and applications for any of the foregoing) and copyrightable works, including writings, other works of authorship (collectively, “Copyrights”); (iv) computer programs (including any and all software implementation of algorithms, models and methodologies, whether in source code or object code), databases and compilations (including any and all data and collections of information, data, works or other materials), and documentation (including user manuals and training materials) relating to any of the foregoing (collectively, “Software”); (v) designs; (vi) information and data, whether proprietary or not, relating to customers, clients of customers or end-users; (vii) technology, trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, business information, methodologies, and

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other non-public and confidential information and the right to limit use or disclosure of any of the foregoing; and (viii) claims, causes of action and defenses relating to the enforcement of any of the foregoing; in each case of (i) to (vii) above, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any Governmental Authority in any jurisdiction.

“IRS” means the Internal Revenue Service.

“Knowledge of Seller” has the meaning set forth in Section 4.14(b).

“Laws” means all statutes, laws, ordinances, codes, rules or regulations of any Governmental Authority.

“Limited Recourse Losses” has the meaning set forth in Section 9.12(a)(i).

“Low Level Waste” means radioactive material that (a) is neither Spent Nuclear Fuel, nor byproduct material (as such term is defined in Section 11e.(2) of the Atomic Energy Act) and (b) the NRC, consistent with existing Law and in accordance with clause (a), classifies as low-level radioactive waste.

“Major Spare Parts Inventory” means the aggregate gross book value of each spare reactor coolant pump motor, spare low pressure turbine rotor, spare main transformer and their respective replacements, if any.

“Material Contracts” has the meaning set forth in Section 4.14(a)(vi).

“Merger Agreement” means the Agreement and Plan of Merger, dated as of September 19, 2008, by and among Seller, MidAmerican and MEHC Merger Sub Inc.

“MidAmerican” means MidAmerican Energy Holdings Company, an Iowa corporation.

“NEIL” means Nuclear Electric Insurance Limited.

“Non-Competition Contracts” has the meaning set forth in Section 4.14(a)(iv).

“Non-Nuclear Fuel Inventories” means materials, spare parts, consumable supplies, diesel and other fuel supplies (other than Nuclear Fuel) and chemical and gas inventories relating to the operation of the Facilities located at, or in transit to, the Facilities and spare parts located off-Site.

“Non-Recourse Party” has the meaning set forth in Section 9.12(a)(iii).

“Non-Qualified Decommissioning Funds” means all Decommissioning Funds, other than Qualified Decommissioning Funds.

“NRC” means the United States Nuclear Regulatory Commission.

“Nuclear Business” has the meaning set forth in the Recitals.

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“Nuclear Fuel” means all nuclear fuel assemblies in the Facilities’ reactors and any irradiated fuel assemblies that have been temporarily removed from the Facilities’ reactors and are capable of reinsertion into the Facilities’ reactors without modification or additional cost, and all unirradiated fuel assemblies awaiting insertion into the Facilities’ reactors, as well as all nuclear fuel constituents (including uranium in any form and separative work units) in any stage of the fuel cycle that are in process of production, conversion, enrichment or fabrication for use in the Facilities and which are owned by Seller or any of its Subsidiaries, and in which Seller or any of its Subsidiaries have any right, title or interest.

“Nuclear Fuel Inventory” means the net book value of that portion of Nuclear Fuel which consists of all nuclear fuel assemblies in the Facilities’ reactors on the Designated Interest Closing Date and any irradiated fuel assemblies that have been temporarily removed from a Facility reactor as of the Designated Interest Closing Date and are capable of reinsertion without modification or additional cost, as calculated consistent with Seller’s past practices.

“Nuclear Insurance Policies” means all nuclear insurance policies carried by or for the benefit of the Company or its Subsidiaries with respect to the ownership, operation or maintenance of the Facilities, including all nuclear liability, property damage, decontamination, decommissioning and business interruption policies in respect thereof. Without limiting the generality of the foregoing, the term “Nuclear Insurance Policies” includes all policies issued or administered by American Nuclear Insurers or NEIL.

“Nuclear Laws” means all Laws relating to: the regulation of nuclear power plants, Source Material, Byproduct Material and Special Nuclear Materials; the regulation of Low Level Waste and Spent Nuclear Fuel; the transportation and storage of Nuclear Materials; the regulation of Safeguards Information; the regulation of Nuclear Fuel; the enrichment of uranium; the disposal and storage of Spent Nuclear Fuel; contracts for and payments into the Nuclear Waste Fund; and as applicable, the antitrust laws and the Federal Trade Commission Act to specified activities or proposed activities of certain licensees of commercial nuclear reactors, but shall not include Environmental Laws. Nuclear Laws include the Atomic Energy Act (42 U.S.C. §§ 2011 et seq.), the Price-Anderson Act (Section 170 of the Atomic Energy Act of 1954); the Energy Reorganization Act of 1974 (42 U.S.C. §§ 5801 et seq.); Convention on the Physical Protection of Nuclear Material Implementation Act of 1982 (Public Law 97-351; 96 Stat. 1663); the Foreign Assistance Act of 1961 (22 U.S.C. § 2429 et seq.); the Nuclear Non-Proliferation Act of 1978 (22 U.S.C. § 3201); the Low-Level Radioactive Waste Policy Act (42 U.S.C. §§ 2021b et seq.); the Nuclear Waste Policy Act (42 U.S.C. §§ 10101 et seq.); the Low-Level Radioactive Waste Policy Amendments Act of 1985 (42 U.S.C. §§ 2021d, 471); the Energy Policy Act of 1992 (4 U.S.C. §§ 13201 et seq.); the Energy Policy Act of 2005; regulations promulgated under each of the acts cited above and any state or local Law analogous to the foregoing.

“Nuclear Material” means Source Material, Special Nuclear Material, Low Level Waste, Greater Than Class C Waste, High Level Waste, Byproduct Material and Spent Nuclear Fuel.

“Nuclear Waste Fund” means the fund established by Section 302(c) of the Nuclear Waste Policy Act in which the Spent Nuclear Fuel Fees to be used for the design,

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construction and operation of a High Level Waste Repository and other activities related to the storage and disposal of Spent Nuclear Fuel is deposited.

“Objection Letter” has the meaning set forth in Section 1.4(b).

“Operating Agreement” has the meaning set forth in the Recitals.

“Ongoing Contracts” has the meaning set forth in Section 4.14(a)(v).

“Order” means any order, judgment, ruling, writ, decree, or injunction of any Governmental Authority.

“Owned Company Intellectual Property” means the Intellectual Property that is owned by the Company or any of its Subsidiaries.

“Parties” has the meaning set forth in the preamble.

“Patents” has the meaning set forth in the definition of Intellectual Property.

“Permits” has the meaning set forth in Section 4.13.

“Permitted Encumbrances” means (i) liens for Taxes or other governmental charges or assessments not yet due and delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which reserves in conformity with GAAP have been provided on the books of Seller or the Company, (ii) mechanics’, carriers’, workers’, repairers’ and other similar liens and rights arising or incurred in the ordinary course of business for amounts not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings and for which reserves in conformity with GAAP have been provided on the books of Seller or the Company, in any event which do not individually or in the aggregate exceed $500,000, (iii) zoning restrictions and other land use and environmental regulations by any Governmental Entities, which would not, individually or in the aggregate, have a Seller Material Adverse Effect or a Company Material Adverse Effect and (iv) such other Encumbrances which do not secure Indebtedness and do not materially detract from the value or transferability of, or materially interfere with the present use of, the Facilities taken as a whole.

“Person” means an individual or a corporation, partnership, trust, limited liability company, unincorporated organization, joint stock company, joint venture, association or other entity, or any government, or any agency or political subdivision thereof.

“Plans” has the meaning set forth in Section 4.23(a).

“Power Purchase Contracts” has the meaning set forth in Section 4.14(a)(vi).

“Proposed Final Cash Purchase Price Statement” has the meaning set forth in Section 1.4(b).

“PSCMD” means the Public Service Commission of Maryland.

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“PSCNY” means the Public Service Commission of New York.

“Purchaser Material Adverse Effect” means any material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement and the Ancillary Documents or to perform its obligations hereunder or thereunder.

“Purchase Price” has the meaning set forth in Section 1.1.

“Purchaser” has the meaning set forth in the preamble.

“Purchaser’s Parent” has the meaning set forth in the preamble.

“Purchaser’s Parent Guarantee” has the meaning set forth in Section 6.14(b).

“Purchaser Disclosure Schedule” means the disclosure schedule delivered by Purchaser to Seller on the date of execution of this Agreement.

“Purchaser Required Put Regulatory Approvals” has the meaning set forth in Section 2.2(d)(ii).

“Purchaser Required Regulatory Approvals” has the meaning set forth in Section 5.4 and includes the approvals listed in Section 5.4 of the Purchaser Disclosure Schedule.

“Put Closing” has the meaning set forth in Section 2.3.

“Put Closing Date” has the meaning set forth in Section 2.3.

“Put Option” has the meaning set forth in Section 2.1.

“Put Period” has the meaning set forth in Section 2.9(a).

“Qualified Decommissioning Funds” means Seller’s or any of its Subsidiaries’ external trust funds established for purposes of Decommissioning that meet the requirements of Code Section 468A and Treas. Reg. § 1.468A-5 and are maintained by Seller or any of its Subsidiaries with respect to its nuclear assets prior to the Closing pursuant to decommissioning trust agreements.

“Real Property” has the meaning set forth in Section 4.18(a).

“Release” means any release, spill, emission, leaking, injection, deposit, disposal, discharge, dispersal, leaching, abandonment, pumping, pouring, emptying, dumping, or allowing to escape or migrate into or through the environment (including, without limitation, ambient air, surface water, groundwater, wetlands, land surface, subsurface strata, or the indoor environment), including the disposal or abandonment of barrels, containers, tanks or other receptacles.

“Remediation” means action of any kind required by any applicable Law or order of a Governmental Authority to address a Release, the threat of a Release or the presence of Hazardous Materials at the Site or an off-Site location including any or all of the following activities to the extent they relate to or arise from the presence of a Hazardous Materials at the

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Site or an off-Site location: (a) monitoring, investigation, assessment, treatment, cleanup, containment, removal, mitigation, response or restoration work; (b) obtaining any permits, consents, approvals or authorizations of any Governmental Authority necessary to conduct any such activity; (c) preparing and implementing any plans or studies for any such activity; (d) obtaining a written notice from a Governmental Authority with jurisdiction over the Site or an off-Site location under Environmental Laws that no material additional work is required by such Governmental Authority; (e) the use, implementation, application, installation, operation or maintenance of remedial action on the Site or an off-Site location, remedial technologies applied to the surface or subsurface soils, excavation and off-Site treatment or disposal of soils, systems for long term treatment of surface water or ground water, engineering controls or institutional controls; and (f) any other activities required under Environmental Laws to address the presence or Release of Hazardous Materials at the Site or an off-Site location.

“Revised Transaction” has the meaning set forth in Section 1.6.

“Rules” has the meaning set forth in Section 9.8.

“Safeguards Information” means information that is required to be protected under the terms of 10 C.F.R. § 73.21.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the regulations promulgated thereunder.

“Seller” has the meaning set forth in the preamble.

“Seller Disclosure Schedule” means the disclosure schedule delivered by Seller to Purchaser on the date of execution of this Agreement.

“Seller Financial Statements” has the meaning set forth in Section 3.9.

“Seller Material Adverse Effect” means any material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement and the Ancillary Documents or to perform its obligations hereunder or thereunder.

“Seller’s Membership Interest” has the meaning set forth in the Recitals.

“Seller Reports” has the meaning set forth in Section 3.9.

“Seller Required Put Consents” has the meaning set forth in Section 2.2(c)(i).

“Seller Required Put Regulatory Approvals” has the meaning set forth in Section 2.2(c)(ii).

“Seller Required Regulatory Approvals” has the meaning set forth in Section 3.4 and includes the approvals listed in Section 3.4 of the Seller Disclosure Schedule.

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“Seller SEC Reports” has the meaning set forth in Section 3.9.

“Series B Preferred” has the meaning set forth in the Recitals.

“Series B Preferred Purchase Agreement” has the meaning set forth in the Recitals.

“Site” means the parcels of land included in the Real Property, including the surface and subsurface elements and the soils and groundwater present at a Site. Any references to items “at the Site” shall include all items at, in, on, upon, over, across, under, and within a Site.

“Software” has the meaning set forth in the definition of Intellectual Property.

“Source Material” means: (1) uranium, thorium, or any combination thereof, in any physical or chemical form, or (2) ores which contain by weight one-twentieth of one percent (0.05%) or more of uranium, thorium, or any combination thereof. “Source Material” does not include Special Nuclear Material.

“Special Nuclear Material” means plutonium, uranium-233, uranium enriched in the isotope-233 or in the isotope-235, and any other material that the NRC determines to be “Special Nuclear Material” but does not include Source Material. “Special Nuclear Material” also refers to any material artificially enriched by any of the above-listed materials or isotopes but does not include Source Material.

“Spent Nuclear Fuel” means fuel that has been permanently withdrawn from a nuclear reactor following irradiation, and has not been chemically separated into its constituent elements by reprocessing. Spent Nuclear Fuel includes the Special Nuclear Material, Byproduct Material, Source Material, Greater Than Class C Waste, and other radioactive materials associated with Nuclear Fuel assemblies.

“Spent Nuclear Fuel Fees” means those fees assessed on electricity generated at the Facilities and sold pursuant to the Standard Spent Fuel Disposal Contract, as provided in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961.

“Straddle Period” means a taxable year or period beginning on or before, and ending after, the Closing Date.

“Subsidiary” means with respect to any Person (a) any corporation with respect to which such Person, directly or indirectly, through one or more Subsidiaries, (i) owns more than 50% of the outstanding shares of capital stock having generally the right to vote in the election of directors or (ii) has the power, under ordinary circumstances, to elect, or to direct the election of, a majority of the board of directors of such corporation; (b) any partnership with respect to which (i) such Person or a Subsidiary of such Person is a general partner, (ii) such Person and its Subsidiaries together own more than 50% of the interests therein or (iii) such Person or its Subsidiaries have the right to appoint or elect or direct the appointment or election of a majority of the directors or other Person or body responsible for the governance or management thereof; (c) any limited liability company with respect to which (i) such Person or a Subsidiary of such Person is the manager or managing member, (ii) such Person or its Subsidiaries together own more than 50% of the interests therein or (iii) such Person and its Subsidiaries have the right to

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appoint or elect or direct the appointment or election of a majority of the directors or other Person or body responsible for the governance or management thereof; or (d) any other entity in which such Person has, and/or one or more of its Subsidiaries have, directly or indirectly, (i) at least a 50% ownership interest or (ii) the power to appoint or elect or direct the appointment or election of a majority of the directors or other Person or body responsible for the governance or management thereof. For purposes of this Agreement, UniStar shall be deemed to be Subsidiaries of Seller, and not Subsidiaries of the Company.

“Subsidiary Organizational Documents” means the organizational documents of the Company’s Subsidiaries listed in Section 4.2(b) of the Seller Disclosure Schedule.

“Taxes” means any and all taxes, charges, fees, levies, customs, duties, tariffs, imposts, or other assessments, including income, gross receipts, excise, real or personal property, sales, withholding, social security, retirement, unemployment, occupation, use, goods and services, services use, license, value added, capital, net worth, payroll, profits, withholding, franchise, transfer and recording taxes, fees and charges, and any other taxes, charges, fees, levies, customs, duties, tariffs, imposts or other assessments imposed by the IRS or any Taxing Authority (whether U.S. or non-U.S. including any state, county, local or non-U.S. government or any subdivision or taxing agency thereof (including a United States possession)), whether computed on a separate, consolidated, unitary, combined or any other basis; and such term shall include any interest thereon, fines, penalties, additions to tax, or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, fees, levies, customs, duties, tariffs, or other assessments.

“Tax Refund” has the meaning set forth in Section 6.7(c).

“Tax Return” means any return, information return or report or filing with respect to Taxes, including any disclosures, elections and schedules attached thereto and including any amendment thereof.

“Taxing Authority” means any U.S., non-U.S., federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body responsible for the administration, imposition, or collection of any Tax.

“Termination Date” has the meaning set forth in Section 8.1(b)(ii).

“Termination Fee” means the termination fee equal to $175,000,000 payable by Seller to MidAmerican pursuant to the Merger Agreement.

“Trademarks” has the meaning set forth in the definition of Intellectual Property.

“Transfer Taxes” means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Taxing Authority in connection with the transactions contemplated by this Agreement, including any payments made in lieu of any such

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Taxes or governmental charges which become payable in connection with the transactions contemplated by this Agreement.

“Transition Committee” has the meaning set forth in Section 6.1(b).

“Transition Services Agreement” has the meaning set forth in Section 6.1(b).

“UniStar” has the meaning set forth in the preamble to Article 4.

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its duly authorized officer as of the date first above written.

CONSTELLATION ENERGY GROUP, INC.
By:	/s/ Charles A. Berardesco
	Name: Charles A. Berardesco Title: Authorized Signatory
EDF DEVELOPMENT, INC.
By:	/s/ Jean-Pierre Benque
	Name: Jean-Pierre Benque Title: Authorized Signatory
ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA
By:	/s/ Daniel Camus
	Name: Daniel Camus Title: Authorized Signatory
CONSTELLATION ENERGY NUCLEAR GROUP, LLC
By:	/s/ Charles A. Berardesco
	Name: Charles A. Berardesco Title: Authorized Signatory

[Signature Page to Master Put Option and Membership Interest Purchase Agreement]

EX-3.1

Exhibit 3.1

ARTICLES SUPPLEMENTARY

SERIES B PREFERRED STOCK

OF

CONSTELLATION ENERGY GROUP, INC.

Pursuant to Section 2-208(b) of

the Maryland General Corporation Law

Constellation Energy Group, Inc. (the “Company”), a corporation organized and existing under and by virtue of the Maryland General Corporation Law (the “MGCL”), hereby certifies as follows:

FIRST: The charter of the Company (as amended and supplemented, the “Articles of Incorporation”) authorizes the issuance of up to 25,000,000 shares of preferred stock, par value $0.01 per share (the “Authorized Preferred Stock”), and further authorizes the Board of Directors of the Company to classify any unissued shares of Authorized Preferred Stock by setting the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of the shares.

SECOND: On December 15, 2008, the Board of Directors of the Company by duly adopted resolutions classified and designated 11,600 shares of Authorized Preferred Stock as shares of Series B Preferred Stock, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption:

1. Designation and Amount; Ranking.

(a) There shall be created from the Authorized Preferred Stock a series of preferred stock, designated as the “Series B Preferred Stock”, par value $0.01 per share (the “Preferred Stock”), and the number of shares of such series shall be 11,600. Such number of shares may be decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Preferred Stock to a number less than that number of shares of Preferred Stock then outstanding plus that amount of shares of Preferred Stock required to issue additional shares of Preferred Stock for at least eight Dividend Payment Dates pursuant to Section 3(a).

(b) The Preferred Stock will, with respect to dividend rights and rights upon a Liquidation or a Change of Control, rank (i) senior to all Junior Stock, (ii) on parity with all Parity Stock and (iii) junior to all Senior Stock.

2. Definitions. As used herein, the following terms shall have the following meanings:

(a) “Accrued Dividends” means, with respect to any share of Preferred Stock, as of any date, the accrued and unpaid dividends on such share through and including such date (whether or not authorized or declared).

(b) “Affiliate” means any Person or entity, directly or indirectly, controlling, controlled by or under common control with such Person or entity.

(c) “Articles” means these Articles Supplementary with respect to the Preferred Stock, as amended from time to time.

(d) “Articles of Incorporation” has the meaning set forth in the recitals.

(e) “Authorized Preferred Stock” has the meaning set forth in the recitals.

(f) “Beneficially Owned” means with respect to any securities having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

(g) “Board Observer” has the meaning set forth in Section 5(b).

(h) “Board of Directors” means the Board of Directors of the Company or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action.

(i) “Business Day” means a day other than a Saturday, Sunday or other day on which banks in the State of Maryland are required or authorized to close.

(j) “Capital Stock” of any Person means any and all securities (including equity-linked securities), interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preference Stock.

(k) “Cash Redemption” has the meaning set forth in Section 6(a).

(l) “Change of Control” means the consummation of any transaction or series of related transactions involving (i) any purchase or acquisition (whether by way of merger, share exchange, consolidation, business combination or similar transaction or otherwise) by any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) (such other Person or group, an “Acquiring Person”), of any of (A) securities representing a majority of the outstanding voting power of the Company entitled to elect the Board of Directors or (B) the majority of the outstanding shares of Common Stock, (ii) any sale, lease, exchange, transfer, license or disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken together as a whole, to an Acquiring Person, that is not the Company or a Subsidiary of the Company (iii) any merger, consolidation or business combination in which the holders of voting securities of the Company immediately prior to the transaction, as a group, do not hold securities representing a majority of the outstanding voting power entitled to elect the board of directors or other governing body of the surviving entity in such merger, consolidation or business

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combination, (iv) any merger, share exchange, consolidation, business combination or similar transaction or otherwise in which the Holders of the Preferred Stock do not receive securities having the same powers, preferences and rights as provided for herein or (v) Continuing Directors ceasing to constitute a majority of the members of the Board of Directors; provided, however, that the consummation of the sale of any Generation Assets and/or the Designated Interest (each, as defined in the Master Agreement) shall not be deemed to be a Change of Control.

(m) “Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

(n) “Common Stock” means the common stock, no par value, of the Company, or any other class of stock resulting from successive changes or reclassifications of such common stock consisting solely of changes in par value, or from par value to no par value, or as a result of a subdivision, combination, or merger, consolidation or similar transaction in which the Company is a constituent corporation.

(o) “Company” has the meaning set forth in the recitals.

(p) “Continuing Directors” means a director who either was a member of the Board of Directors on the Original Issue Date or who becomes a member of the Board of Directors subsequent to that date and whose election, appointment or nomination for election is duly approved by a majority of the Continuing Directors on the Board of Directors at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the entire Board of Directors in which such individual is named as nominee for director.

(q) “Dividend Payment Date” means January 2, April 1, July 1 and October 1, of each year. The first Dividend Payment Date shall be the first of the foregoing dates that follows the Original Issue Date, provided, that if any such payment date is not on a Business Day then such dividend shall be payable on the next Business Day.

(r) “Dividend Rate” has the meaning set forth in Section 3(a).

(s) “Dividend Record Date” means, with respect to any dividend payable on a Dividend Payment Date, the preceding December 15, March 15, June 15 and September 15, with respect to any dividend payable on any other date, such date as may be determined by the Board of Directors.

(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(u) “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person.

(v) “Holder” or “holder” means a holder of record of shares of the Preferred Stock.

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(w) “Junior Stock” means all classes of Common Stock and each other class of Capital Stock or series of preferred stock of the Company established after the Original Issue Date by the Board of Directors, the terms of which expressly do not provide that such class or series ranks senior to or on parity with the Preferred Stock as to dividend rights and rights upon a Liquidation or a Change of Control.

(x) “Liquidation” means the voluntary or involuntary liquidation, dissolution or winding-up of the Company.

(y) “Liquidation Event” has the meaning set forth in Section 4.

(z) “Liquidation Preference” has the meaning set forth in Section 4.

(aa) “Master Agreement” means that certain Master Put Option and Membership Interest Purchase Agreement, dated as of December 17, 2008, by and among the Company, Purchaser, Électricité de France International, SA, a société anonyme organized under the laws of France and the parent company of Purchaser, and Constellation Energy Nuclear Group, LLC, as amended from time to time.

(bb) “MGCL” has the meaning set forth in the recitals.

(cc) “Note” has the meaning set forth in Section 3(a).

(dd) “Note Redemption” has the meaning set forth in Section 6(a).

(ee) “NYSE” means the New York Stock Exchange, Inc.

(ff) “Original Issue Date” means December 17, 2008.

(gg) “Parity Stock” means any class of Capital Stock or series of preferred stock of the Company established after the Original Issue Date by the Board of Directors and in accordance with the terms hereof, the terms of which expressly provide that such class or series will rank on parity with the Preferred Stock as to dividend rights and rights upon a Liquidation or a Change of Control.

(hh) “Person” means any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

(ii) “Preference Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any series, class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, or as to payments upon a Change of Control, over shares of Capital Stock of any other series or class of such Person.

(jj) “Preferred Stock” has the meaning set forth in Section 1(a).

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(kk) “Purchaser” means EDF Development Inc., a Delaware corporation.

(ll) “Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is converted or exchanged into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such dividend, distribution, cash, security or other property (whether or not such date is fixed by the Board of Directors of the Company or by statute, contract or otherwise).

(mm) “Recoverable Amount” has the meaning set forth in Section 7(h).

(nn) “Redemption” has the meaning set forth in Section 6(a).

(oo) “Redemption Notice” has the meaning set forth in Section 6(d).

(pp) “Redemption Price” has the meaning set forth in Section 6(a).

(qq) “Register” has the meaning set forth in Section 3(a).

(rr) “Required Holders” means as of any date the holders of more than 50% of the then-outstanding shares of Preferred Stock, voting together as a single class.

(ss) “Senior Notes” means the Company’s 10% Senior Notes, which will be evidenced by the form of Senior Note attached as Exhibit A to these Articles.

(tt) “Senior Stock” means each class of Capital Stock or series of preferred stock of the Company established after the Original Issue Date by the Board of Directors and in accordance with the terms hereof, the terms of which expressly provide that such class or series will rank senior to the Preferred Stock as to dividend rights and rights upon a Liquidation or a Change of Control.

(uu) “Special Triggering Event” means any of the following events:

(i) the failure of the Company to redeem the shares of Preferred Stock required to be redeemed on the applicable redemption date;

(ii) the failure of the Board Observer to be appointed in accordance with Section 5(b); or

(iii) the failure of the Company to reserve and keep available for issuance the number of authorized but unissued shares of Preferred Stock required to issue additional shares of Preferred Stock for at least eight Dividend Payment Dates pursuant to Section 3(a).

(vv) “Stated Value” means $100,000 per each share of Preferred Stock, subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate action having a similar effect with respect to the Preferred Stock.

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(ww) “Subsidiary” means a partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization of which a Person owns, directly or indirectly, more than 50% of the stock or other interests the holder of which is generally entitled to vote for the election of the board of directors or other governing body of such entity.

3. Dividends.

(a) From and after the Original Issue Date, the Holders shall be entitled to receive when and if authorized by the Board of Directors subject to requirements under applicable law, on each Dividend Payment Date, dividends on each share of Preferred Stock, at a rate per annum equal to eight percent (8%) of the Stated Value as of the Dividend Payment Date (the “Dividend Rate”). Dividends shall be cumulative from the Original Issue Date and shall compound quarterly at the Dividend Rate then in effect. To the extent permitted by law and the Senior Promissory Note dated December 17, 2008, between the Company and MidAmerican Energy Holdings Company (the “Note”), the Board of Directors shall declare and pay such accrued dividends quarterly in arrears, on each Dividend Payment Date, commencing on the first Dividend Payment Date following the Original Issue Date; provided, that if any such payment date is not a Business Day then such dividend shall be payable on the next Business Day. Notwithstanding anything herein to the contrary, no dividend shall be declared by the Board of Directors or paid by the Company at such time as the terms of the Note specifically prohibit such declaration or payment. Accumulated but unpaid dividends shall be paid on the earliest date permitted by law and the Note. Dividends shall be payable, at the option of the Company, either (i) in cash, (ii) by issuance of additional shares of Preferred Stock or fractions thereof (based on a value per share of Preferred Stock equal to the Stated Value), or (iii) in any combination thereof. Each dividend shall be payable to the Holders of Preferred Stock as they appear on the securities register maintained in respect of the Preferred Stock by the Company (the “Register”) at the close of business on the corresponding Dividend Record Date. All dividends paid with respect to shares of Preferred Stock, whether in cash or shares of Preferred Stock, shall be paid pro rata to the Holders entitled thereto. The amount of dividends payable for any other period shorter or longer than a full dividend period, shall be computed on the basis of twelve 30-day months and a 360-day year. If and when any shares are issued under this Section 3(a) for the payment of Accrued Dividends, such shares shall be validly issued and outstanding and fully paid and nonassessable. Dividend payments, whether in cash or shares of Preferred Stock, shall be aggregated per Holder. Dividend payments (i) in cash shall be rounded to the nearest cent (with $.005 being rounded upward) and (ii) including fractional shares of Preferred Stock shall be calculated out to seven decimal places.

(b) Upon a Special Triggering Event, the then applicable Dividend Rate shall automatically be increased by two percent (2%) per annum from and including the date on which any such Special Triggering Event shall occur through but excluding the date on which the Special Triggering Event shall have been cured or waived by the Required Holders.

(c) No dividend will be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Preferred Stock or Parity Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid, or declared and a sum of cash or shares of Preferred Stock sufficient for the payment thereof is set apart for the payment of such dividend, upon all outstanding shares of Preferred

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Stock and Parity Stock. Notwithstanding the foregoing, if full cumulative dividends have not been paid on the Preferred Stock and all Parity Stock, all dividends declared and paid on the Preferred Stock and such Parity Stock shall be declared and paid pro rata so that the amounts of dividends declared and paid per share on the Preferred Stock and such Parity Stock will in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Preferred Stock and such Parity Stock bear to each other.

(d) No dividends or other distributions may be declared, made or paid, or set apart for payment upon, any Junior Stock, nor may any Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Junior Stock) by or on behalf of the Company or any of its Subsidiaries, unless all Accrued Dividends shall have been or contemporaneously are declared and paid in cash or shares of Preferred Stock, or are declared and a sum of cash sufficient for the payment thereof is set apart for such payment, on the Preferred Stock and all Parity Stock for all dividend periods terminating on or prior to the dividend payment date for such declaration, payment, redemption, purchase or acquisition; provided, however, that the Company may purchase shares of Common Stock upon the exercise of stock options and vesting of restricted stock for purposes of withholding tax, cashless exercise and to satisfy option exercises in accordance with past practices.

4. Liquidation; Change of Control. In the event of any Liquidation or Change of Control (a “Liquidation Event”), the Holders of Preferred Stock then outstanding shall be entitled to be paid out of the assets and funds of the Company available for distribution to its stockholders an amount in cash per each share of Preferred Stock equal to (a) 100% of the Stated Value for each share of Preferred Stock outstanding on the date of such Liquidation Event, plus an amount equal to (b) all Accrued Dividends thereon to the date of the Liquidation Event before any payment shall be made or any assets distributed to the holders of any of the Junior Stock (the sum of (a) and (b) being referred to as the “Liquidation Preference”). Without limiting any rights and remedies of the Holders, if upon any such Liquidation Event, the remaining assets and funds of the Company available for distribution to its stockholders after payment in full of amounts required to be paid or distributed to holders of Senior Stock are not sufficient to pay in full the liquidation payments payable to the Holders of outstanding shares of the Preferred Stock and any of the holders of any Parity Stock, then the Holders of all such shares shall share ratably in such distribution of the remaining assets and funds of the Company in accordance with the amount which would otherwise be payable on such distribution if the amounts to which the Holders of outstanding shares of Preferred Stock and the holders of outstanding shares of such Parity Stock are entitled were paid in full.

5. Voting Rights; Observer.

The Holders shall be entitled to the following voting rights:

(a) General. The holders of record of shares of Series B Preferred Stock shall not be entitled to any voting rights except as hereinafter provided in this Section 5.

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(b) Board Observer.

(i) Within two (2) Business Days following the Original Issuance Date, Purchaser shall have the right to appoint an observer (the “Board Observer”) to attend as a non-voting observer all meetings of the Company’s Board of Directors and each committee thereof, except for any portion of a meeting of the Board of Directors that intends to consider, or any committee formed to consider, a transaction between the Company and Purchaser, its Affiliates or any Holder that is Affiliated with the Board Observer or an Affiliate of any Holder that is Affiliated with the Board Observer. The Company shall provide the Board Observer with (i) notice of all meetings of the Board of Directors and (ii) all information delivered to the members of such Board of Directors prior to such meetings at the same time such notice and information is delivered to the members of the Board of Directors. The Company shall reimburse the Board Observer for all costs and expenses reasonably incurred in connection with attending any meetings of the Board of Directors or committees thereof. Notwithstanding the above, the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof of the Board of Directors or committees thereof if access to such information or attendance at such meeting, could:

(1) affect the attorney-client privilege between the Company and its counsel;

(2) result in the disclosure of highly confidential proprietary information;

(3) cause the Board of Directors to breach its duties to the Company and its stockholders; or

(4) result in a conflict between interests of the Company, on the one hand, and those of the Board Observer or its Affiliates, on the other hand.

The Company will use its reasonable efforts to ensure that any withholding of information or any restriction on attendance is limited only to the extent necessary set forth in the preceding sentence. Notwithstanding anything in the foregoing to the contrary, the Company shall be entitled to take actions and establish procedures to the extent reasonably required to restrict the access of the Board Observer to any restricted national security data of the Company or of any other Person whose national security data is in the possession or control of the Company. The Board Observer shall not have any authority to bind the Company.

(ii) Notwithstanding the foregoing, at such time as the aggregate amount of outstanding shares of Preferred Stock Beneficially Owned by Purchaser and its Affiliates is less than 33.3% of the shares of Preferred Stock issued to Purchaser or its Affiliates on the Original Issuance Date, Purchaser shall not be entitled to appoint the Board Observer under this Section 5(b).

(c) So long as any shares of Preferred Stock are outstanding, in addition to any other vote or consent of the stockholders required by law or by the Articles of Incorporation, bylaws of the Company or these Articles, the Company shall not, and shall not permit its Subsidiaries to (in each case, whether by merger, consolidation, reorganization, operation of law or otherwise),

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without the written consent or affirmative vote at a meeting called for that purpose of the Required Holders:

(i) in the case of the Company, amend, alter, waive or repeal any provision of its Articles of Incorporation or Bylaws or these Articles (by merger, consolidation or otherwise) in any manner that would adversely affect the rights, preferences or privileges of the Preferred Stock or split, reverse split, subdivide, reclassify or combine the Preferred Stock or create, authorize or issue any Senior Stock or Parity Stock or any security convertible into, or exchangeable or exercisable for, shares of Senior Stock or Parity Stock;

(ii) authorize or effect a voluntary or involuntary liquidation, dissolution or winding up or adopt any plan for the same;

(iii) amend, alter, remove or repeal any provision of the Company’s or a Subsidiary’s charter (including articles supplementary) or bylaws (or equivalent organizational documents) or create, authorize or issue any shares of Capital Stock having a right to dividends (other than the Common Stock) or redemption;

(iv) (a) incur Indebtedness (as defined in Exhibit B hereto); provided, however, that the Company may incur Indebtedness in compliance with the Specified Indebtedness to Capitalization ratio attached as Exhibit B hereto, (b) increase the amount of the Company’s regular quarterly Common Stock dividend, (c) pay or distribute (by means of a dividend or otherwise) assets (including property or cash) to holders of the Company’s Capital Stock, in respect of such Capital Stock, other than distributions payable solely in stock, the payment of cash or stock dividends on the Preferred Stock pursuant to Section 3 or the payment of the Company’s regular cash dividend in a manner that otherwise complies with these Articles, as required by the terms of Capital Stock outstanding as of the Original Issuance Date or (d) engage in a self tender offer, redemption or share repurchase (whether privately negotiated or open market repurchases) of the Company’s Capital Stock in an aggregate amount in excess of $100,000,000, other than as required by the terms of Capital Stock outstanding as of the Original Issuance Date;

(v) if dividends have not been paid in full to holders of Preferred Stock in accordance with Section 3 hereof on two (2) consecutive Dividend Payment Dates, take any action that requires the approval of holders of Common Stock or other Capital Stock, other than the election of members of the Board of Directors and the ratification of the Company’s independent auditor at the Company’s regularly scheduled annual stockholders meeting;

(vi) enter into any transaction with any officer, director or Beneficial Owner of five percent (5%) or more of the Common Stock or any Affiliate of the foregoing, other than employment and compensation arrangements for officers, employees and directors in the ordinary course of business consistent with past practice.

Notwithstanding anything contained herein, for so long as the Master Agreement is in effect, the Company shall not be prohibited from taking any action permitted by the Master Agreement.

(d) Any action to be taken at any annual or special meeting of stockholders by the Holders may be taken without a meeting, without prior notice and without a vote, if a consent or

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consents in writing, setting forth the action so taken, shall be signed by the Holder or Holders of shares of Preferred Stock having no less than the minimum number of votes that would be required to take such action at a meeting at which the shares of Preferred Stock were present and voted. Prompt written notice of the taking of any action by the Holders by less than unanimous written consent shall be given to the Holders who did not consent in writing to the action.

6. Redemption Rights.

(a) Upon the closing of the sale of the Designated Interest (as defined in the Master Agreement), the Company shall redeem (a “Cash Redemption”) all, but not less than all, of the outstanding shares of Preferred Stock for an amount in cash equal to the sum of (a) 100% of the Stated Value for each share of Preferred Stock outstanding on the date of such Redemption, plus an amount equal to (b) all Accrued Dividends thereon to the date of the Redemption (the “Redemption Price”). If a closing of the sale of the Designated Interest has not occurred previously, then upon the termination of the Master Agreement by either party pursuant to its terms, the Company shall, regardless of the date of such termination, redeem on the later of the date of termination or December 31, 2009 (a “Note Redemption” and, together with a Cash Redemption, a “Redemption”) all, but not less than all, of the outstanding shares of Preferred Stock for Senior Notes with an original aggregate principal amount equal to the Redemption Price.

(b) If the Company is unable to redeem any shares of Preferred Stock then to be redeemed because such Redemption would violate the applicable laws of the State of Maryland, then the Company shall if requested by a Holder of Preferred Stock redeem such shares of Preferred Stock that it is permitted to redeem pursuant to the laws of the State of Maryland and shall redeem such other shares then subject to Redemption as soon thereafter as the Board of Directors determines that the redemption would not violate such laws.

(c) In the event of any Redemption of only a part of the then outstanding Preferred Stock then entitled to be redeemed, the Company shall effect such redemption pro rata among the holders thereof in proportion to the respective amounts which would otherwise be payable in respect to the shares of Preferred Stock held by them upon the date of such Redemption, if all amounts payable on or with respect to said shares were paid in full.

(d) At least ten (10) business days prior to the redemption date written notice shall be mailed, postage prepaid, by the Company to each holder of record of Preferred Stock at his, her or its post office address last shown on the Register, notifying such holder of the Redemption, specifying the redemption date and calling upon such holder to surrender to the Company, in the manner and at the place designated, his, her or its certificate or certificates representing the Preferred Stock to be redeemed (such notice hereinafter referred to as the “Redemption Notice”). On or prior to each redemption date, each holder of Preferred Stock to be redeemed shall surrender his or its certificate or certificates representing such redeemed shares to the Company, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable (either in cash or in Senior Notes as specified in clause (a) above) to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall

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be issued representing the unredeemed shares. From and after the redemption date, unless there shall have been a default in payment of the Redemption Price or the Senior Notes shall not have been issued, all rights of the holders of the Preferred Stock designated for Redemption in the Redemption Notice (except the right to receive the Redemption Price upon surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever.

(e) Any shares of Preferred Stock so redeemed shall be permanently retired and canceled and shall no longer be deemed outstanding.

(f) The issuance or delivery of Senior Notes upon a Note Redemption pursuant to this Section 6 shall be made without charge to the Holder of shares of Preferred Stock for such Senior Notes or for any tax in respect of the issuance or delivery of such Senior Notes (excluding all income taxes or withholding taxes that would otherwise be imposed on such Holder), and such Senior Notes shall be issued or delivered in the respective names of, or in such names as may be directed by, the Holders of the shares of Preferred Stock redeemed.

7. Other Provisions.

(a) Any notice that was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice.

(b) Shares of Preferred Stock issued and reacquired will be retired and canceled promptly after reacquisition thereof and, upon compliance with the applicable requirements of Maryland law, will have the status of authorized but unissued shares of preferred stock of the Company undesignated as to series and may with any and all other authorized but unissued shares of preferred stock of the Company be designated or redesignated and issued or reissued, as the case may be, as part of any series of preferred stock of the Company, except that any issuance or reissuance of shares of Preferred Stock must be in compliance with these Articles.

(c) The shares of Preferred Stock shall be issuable in whole or fractional shares.

(d) Unless otherwise specifically provided herein, all notice periods referred to herein shall commence on the date following the mailing of the applicable notice.

(e) If at any time the Company is required to make any payment to a Holder pursuant to these Articles, the Company does not have sufficient funds legally available to make such payment, the Company shall, to the extent permitted by applicable law, make as much of such required payment as is, in the good faith determination of the Board of Directors legally permissable, ratably to each Holder in proportion to the number of shares of Preferred Stock held by such Holder, and shall thereafter from time to time, as soon as it shall have funds available therefor, make payment of as much of the remaining amount of such required payment as it legally may until it has made such payment in its entirety. For the avoidance of doubt, such partial payments shall not reduce or waive the rights of the Holders hereunder.

(f) The words “hereby”, “herein”, “hereof”, “hereunder” and words of similar import refer to these Articles as a whole and not merely to the specific section, paragraph or clause in

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which such word appears. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The definitions given for terms in Section 2 and elsewhere in these Articles shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(g) Any of the rights of the Holders set forth herein (including, without limitation, any rights to notices, adjustments, board seats or otherwise) may be waived by any Holder with respect to such Holder and by the affirmative consent or vote of the Required Holders, and such waiver shall be binding on all Holders.

(h) The Company shall be entitled to deduct and withhold from the dividends payable to any Holder hereunder the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, or local tax law. Any amounts so withheld shall be paid over to the appropriate taxing authority. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated as having been paid to the appropriate Holder.

(i) Breach of Redemption Right. In the event the arbitral body provided for in the Master Agreement determines by a final and binding decision that Purchaser owes damages to the Company under the Master Agreement (the amount of any such damages, the “Recoverable Amount”), the Company shall have the right to redeem that number of shares of Preferred Stock with a Stated Value equal to or less than the Recoverable Amount for $0.01 per share. If certificates are not surrendered upon payment by the Company, such shares so redeemed shall be deemed no longer outstanding. Such redemption shall be made pursuant to Section 6(c), (d) and (e) hereof.

8. Transferability. Shares of Preferred Stock may not be transferred by any Holder prior to the consummation of the sale of the Designated Interest (as defined in the Master Agreement) unless the transferee acknowledges in writing to the Company that it understands and acknowledges the provisions of Section 8 hereof and Section 9.12 of the Master Agreement. As soon as practicable after the Company has received (i) such acknowledgement, and (ii) customary representations, certifications and opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Preferred Stock may be effected without registration of such Preferred Stock under the Securities Act of 1933, as amended, the Company shall transfer such Preferred Stock in the name of the transferee on the books and records of the Company. Any such transfer absent such acknowledgement shall be void ab initio.

THIRD: The shares of Series B Preferred Stock have been classified and designated by the Board of Directors of the Company under the authority contained in the Articles of Incorporation.

FOURTH: These Articles Supplementary have been approved by the Board of Directors of the Company in the manner and by the vote required by law.

FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the

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undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

* * * * *

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IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be signed in its name and on its behalf by its Senior Vice President and General Counsel and attested to by its Assistant Secretary on this 17^th day of December, 2008.

CONSTELLATION ENERGY GROUP, INC.
By:	/s/ Charles A. Berardesco
Name:	Charles A. Berardesco
Title:	Senior Vice President and General Counsel

ATTEST:
By:	/s/ Sean J. Klein
Name:	Sean J. Klein
Title:	Assistant Secretary

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EXHIBIT A

Form of Senior Note

A-1

EXHIBIT A

Form of Senior Note

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED PURSUANT TO THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

SENIOR PROMISSORY NOTE

$[                    ]	New York, New York
R -	1

FOR VALUE RECEIVED, the undersigned, CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (the “Company”), hereby unconditionally promises to pay to the order of                                         , a                                  (the “Initial Holder”), or its assigns (any such assigns, together with the Initial Holder, the “Holder”), the principal sum of [                    ] ($[                    ]) on the date specified herein, with interest on the unpaid balance of such amount from the date hereof at the rate of interest specified herein.

1. DEFINITIONS

Capitalized terms and other defined terms used in this Note shall (unless otherwise provided elsewhere in this Note) have the meanings given to them in Annex 1 hereto.

All references to Sections contained herein shall refer to Sections of this Note unless otherwise stated or the context otherwise requires.

Except as otherwise provided in this Note, all computations and determinations as to accounting or financial matters (including financial covenants) shall be made in accordance with GAAP consistently applied for all applicable periods, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP. All financial statements to be delivered pursuant to this Note shall be prepared in accordance with GAAP.

All other undefined terms contained in this Note shall, unless the context indicates otherwise, have the meanings provided for by the Code as in effect in the State of New York to the extent the same are used or defined therein.

The words “include,” “includes,” “including” and “such as” shall be construed as if followed by the phrase “without limitation.”

The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Note as a whole, as the same may from time to time be amended, modified or supplemented and not to any particular section, subsection or clause contained in this Note.

¹ Insert Issue Date.

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Unless the context otherwise requires, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter.

In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

2. TERMS OF PAYMENT

2.1 Principal. The Company shall pay the entire unpaid principal amount of this Note, together with accrued and unpaid interest thereon through the date of such payment, on the Maturity Date.

2.2 Optional Prepayment. The Company may, at any time, upon three days’ prior written notice, prepay the outstanding principal amount of this Note, without premium or penalty, in whole or ratably in part, together with accrued and unpaid interest thereon, through the date of such prepayment on the principal amount prepaid. Any such prepayment by the Company shall be applied in the following order: (i) then due and payable fees and expenses under the Note; (ii) then due and payable interest payments on the Note; and (iii) the principal of the Note.

2.3 Interest.

(a) The Company shall pay interest on the unpaid principal amount of this Note commencing on the date hereof until such principal amount shall be paid in full at the Applicable Rate. Interest shall be payable monthly in arrears on the last Business Day of each month and on the date of each payment or prepayment of the principal hereof. All payments of interest hereunder shall be computed on the basis of a 360-day year and the number of days elapsed (including the first day but excluding the last day).

(b) If any payment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of interest thereon, shall be payable at the then Applicable Rate during such extension.

(c) Notwithstanding the foregoing, if any Event of Default shall have occurred and be continuing, the Company shall pay interest on (i) the unpaid principal amount hereof, payable on demand, at a rate per annum equal to the Applicable Rate plus 3.0% per annum and (ii) the amount of any cost, expense or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable on demand (and in any event in arrears on the date such amount shall be paid in full), at a rate per annum equal to the Applicable Rate plus 3.0% per annum.

(d) Notwithstanding anything to the contrary set forth in this Section 2.3, if at any time until the Maturity Date the Applicable Rate exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto (the “Maximum Lawful Rate”), then, in such event, and so long as the Maximum Lawful Rate would be so

2

exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that, to the extent permitted by applicable law, if at any time thereafter the Applicable Rate is less than the Maximum Lawful Rate, the Company shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Holder hereunder is equal to the total interest which Holder would have received had the Applicable Rate been (but for the operation of this paragraph) the interest rate payable since the date hereof. Thereafter, the interest rate payable hereunder shall be the Applicable Rate unless and until the Applicable Rate again exceeds the Maximum Lawful Rate, in which event this paragraph shall again apply. In no event shall the total interest received by Holder pursuant to the terms hereof exceed the amount which Holder could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If a court of competent jurisdiction, notwithstanding the provisions of this Section 2.3(d), shall make a final determination that Holder has received interest hereunder in excess of the Maximum Lawful Rate, Holder shall, to the extent permitted by applicable law, promptly apply such excess first to any interest due and not yet paid under its Note, then to the principal amount of its Note (without premium or penalty), then to other unpaid Obligations and thereafter shall refund any excess to the Company or as a court of competent jurisdiction may otherwise order.

2.4 Receipt of Payment. The Company shall make each payment under this Note not later than 12:00 noon (New York City time) on the Business Day when due, in lawful money of the United States of America, in immediately available funds to Holder’s depository bank as designated by Holder from time to time for deposit in Holder’s depositary account. For purposes only of computing interest hereunder, all payments shall be applied by Holder to the Note on the day payment has been received by Holder in immediately available funds as provided herein.

2.5 Taxes, Etc. ²

(a) Any and all payments by or on account of any obligation of the Company hereunder shall be made without setoff, counterclaim or other defense and free and clear of and without deduction or withholding for any and all Indemnified Taxes or Other Taxes; provided that if the Company shall be required by applicable Requirements of Law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions Holder receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Company shall make such deductions or withholdings and (iii) the Company shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law.

² Note that tax provisions may need to be modified in the event that the Holder is not a Delaware corporation.

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(b) Status of Holders. The Initial Holder shall deliver a properly executed Form W-9 to the Company prior to the date of any payment of interest hereunder. Any Foreign Holder that is entitled to an exemption from or reduction of withholding tax under United States law (or any treaty to which the United States is a party) with respect to payments hereunder shall deliver to the Company, at the time or times prescribed by applicable law or reasonably requested by the Company, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding. In addition, any Holder, if requested by the Company, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company as will enable the Company to determine whether or not such Holder is subject to withholding, backup withholding, or information reporting requirements.

2.6 Setoff Right. In the event any arbitral tribunal having valid jurisdiction over a claim or dispute arising under the Master Agreement determines by a final nonappealable judgment that Purchaser or Purchaser’s Parent (as such terms are defined in the Master Agreement) owes damages to the Company under the Master Agreement (the amount of such damages, the “recoverable amount”), the Company shall have the right to setoff against Obligations then payable hereunder and (if no Obligations are then payable) principal of this Note an amount equal to or less than the recoverable amount. At the time of effecting any such setoff, the Company shall provide Holder notice describing in reasonable detail the Obligations being set-off.

3. FINANCIAL STATEMENTS AND OTHER INFORMATION

3.1 Financial Statements. The Company covenants and agrees that, from and after the date hereof and until all the Obligations have been paid in full, it shall deliver to Holder:

(a) within 45 days after the end of the first three fiscal quarters of each Fiscal Year, (i) a copy of the unaudited balance sheets of the Company Parties as of the close of such quarter and related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (ii) a copy of the unaudited statements of income of the Company Parties for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by the certification of the chief executive officer or chief financial officer of the Company that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of the Company Parties as of the end of such quarter and for the portion of the fiscal year then ended; and

(b) within 90 days after the close of each Fiscal Year, a copy of the annual audited financial statements of the Company Parties, consisting of a balance sheet and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous fiscal year, which financial statements shall be prepared in accordance with GAAP, certified without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit by PriceWaterhouseCoopers LLP or other firm of independent certified public accountants of recognized national standing reasonably acceptable to the Holder; all such financial statements to be complete and correct in all material respects.

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3.2 Reports, and Other Information. The Company covenants and agrees that, from and after the date hereof and until all the Obligations have been paid in full, it shall deliver to Holder:

(a) concurrently with the delivery of the financial statements referred to in Sections 3.1(a) and 3.1(b), a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, the Company during such period has observed or performed all of its covenants and other agreements contained in this Note to be observed or performed by it, and that such Responsible Officer has obtained no knowledge of any Event of Default, except as specified in such certificate;

(b) not later than 30 days after the end of each fiscal year of the Company, a copy of the projections by the Company of the operating budget and cash flow budget of the Company and its subsidiaries for the current fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Responsible Officer has no reason to believe they are incorrect or misleading in any material respect;

(c) at the same time the same are sent, copies of all financial statements and reports which the Company sends to its stockholders, and at the same time the same are filed, copies of all financial statements and reports which the Company may make to, or file with, the SEC unless such material is available electronically at www.sec.gov.; and

(d) promptly, such additional financial and other information as Holder from time to time may reasonably request.

4. AFFIRMATIVE COVENANTS

The Company covenants and agrees that from and after the date hereof and until all the Obligations have been paid in full:

4.1 Payment of Obligations. The Company shall, and shall cause each of the other Company Parties to, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect hereto have been provided on the books of the Company or the Company Parties, as the case may be.

4.2 Conduct of Business and Maintenance of Existence. The Company shall, and shall cause each of the other Company Parties to, continue to engage in business of the same general type as now conducted by it and preserve, renew and keep in full force and effect its corporate existence and status (including, in the case of the Company, its good standing with the State Department of Assessments and Taxation of Maryland) and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of business except as otherwise permitted pursuant to Section 5.3; comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, have a Material Adverse Effect.

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4.3 Maintenance of Property; Insurance. The Company shall, and shall cause each of the other Company Parties to, keep all property useful and necessary in its business in good working order and condition; maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or similar business; and furnish to Holder, upon request, full information as to the insurance carried.

4.4 Inspection of Property; Books and Records. The Company shall keep adequate records and books of account with respect to its business activities, in which proper entries, reflecting all of the financial transactions of the Company Parties, are made in accordance with GAAP and all requirements of law. The Company shall permit Holder, at Holder’s expense, to visit and inspect the Company Parties’ properties, to examine their books of account and records and to discuss their affairs, finances and accounts with their officers, all at such reasonable times as may be requested by Holder; provided, however, that the Company shall not be obligated pursuant to this Section 4.4 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

4.5 Notices. The Company shall promptly give notice to Holder of

(a) the occurrence of any Default or Event of Default;

(b) any litigation or proceeding affecting the Company or any Company Party in which the amount involved is $20,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought; and

(c) the occurrence of any event having or that could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 4.5 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Company proposes to take with respect thereto.

5. NEGATIVE COVENANTS³

The Company covenants and agrees that from and after the date hereof and until all the Obligations have been paid in full:

5.1 Liens, Etc. The Company shall not, nor shall it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties or rights, whether now owned or hereafter acquired, or assign any right to receive income, services or property (any of the foregoing being referred to herein as a “Lien”), except that the foregoing restrictions shall not apply to Liens: ⁴

³ Section 5 and all corresponding definitions thereto will be modified to reflect corresponding changes set forth in the Second Amended and Restated Credit Agreement, dated as of December 17, 2008, among the Company, the lenders named therein, Wachovia Bank, National Association, as Administrative Agent, LC Bank and Swingline Lender, and Wachovia Bank, National Association, as Collateral Agent, which is attached as Exhibit F to the Master Agreement.

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(a) on the property of any Material Subsidiary, securing an aggregate principal amount of $123,123,000 of the obligations of BG&E under that certain Indenture or Deed of Trust, dated as of February 1, 1919, between BG&E and Deutsche Bank Trust Company Americas (formerly known as Banker’s Trust Company), as Trustee, as amended and restated on June 20, 1995 (the “Indenture”), as such amount is reduced pursuant to the provisions of the Indenture;

(b) for taxes, assessments or governmental charges or levies on property of the Company or any Material Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings;

(c) imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business;

(d) arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, or other social security or similar legislation;

(e) to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases, surety or similar bonds or other similar obligations made in the ordinary course of business;

(f) arising out of purchase money mortgages or other Liens on property acquired by the Company or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such property to be subject to such Liens, or Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that no such Lien shall exceed the fair market value of the property acquired (as determined at the time of purchase), or extend to or cover any property other than the property being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;

(g) constituting attachment, judgment and other similar Liens arising in connection with court proceedings; provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith by proper proceedings or the payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible and reputable insurance companies or associations;

(h) constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the Company’s or any Material Subsidiary’s use of its properties; or

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(i) created pursuant to Section 6.02(b) of the Wachovia Facility on the Cash Collateral Account (as defined in the Wachovia Facility) or on cash collateral accounts established by the Company to secure investments and guarantees.

5.2 Mergers, Etc. The Company shall not, nor shall it permit any of its Material Subsidiaries to, merge or consolidate with any Person, unless:

(a) in the case of any such merger or consolidation involving the Company, the surviving or resulting entity is (A) the Company or (B) with the written consent of Holder, a Subsidiary of the Company; provided that such Subsidiary of the Company expressly assumes in writing all of the obligations of the Company under this Note and executes and delivers such other documents, instruments, certificates and opinions as Holder may reasonably request;

(b) in the case of any such merger or consolidation involving a Material Subsidiary, the surviving or resulting entity is a wholly-owned Subsidiary of the Company; and

(c) immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing.

5.3 Sale of Assets, Etc. The Company shall not, nor shall it permit any of its Material Subsidiaries to, sell, transfer, lease, assign or otherwise convey or dispose of assets (whether now owned or hereafter acquired) to an unrelated third party, in any single or series of transactions, whether or not related, except:

(a) the sale of electricity or natural gas and related and ancillary services, other commodities, and any other assets in the ordinary course of business;

(b) the sale or other disposition of obsolete or worn out property and other assets (including inventory) in the ordinary course of business;

(c) the sale of any investment in any security with a maturity of less than one year;

(d) the abandonment or disposition of patents, trademarks or other intellectual property that are, in the Company’s reasonable judgment, no longer economically practicable to maintain or useful in the conduct of the business of the seller;

(e) the sale or other disposition of the following assets: all international assets, all non-core real estate assets, and the investment portfolio of Constellation Investments, Inc., a Maryland corporation;

(f) sales or other dispositions of assets not in the ordinary course of business, the value of which, individually, or in the aggregate, does not exceed 25% of the consolidated assets of the Company and its subsidiaries, as reflected on the then-most-recent quarterly balance sheet, where the value of the assets being sold or disposed of is the book value of such assets;

(g) any disposition of a leasehold interest (in the capacity of lessee) in any real or personal property in the ordinary course of business;

(h) any license or sublicense of intellectual property that does not interfere with the business of the Company or any Material Subsidiary; or

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(i) the sale or disposition of any asset if such proceeds are redeployed in the business of the Company or its Subsidiaries within 18 months from the date of such sale or disposition, as the case may be.

5.4 Plans. The Company shall not, nor shall it permit any of its Material Subsidiaries to:

(a) engage in any “prohibited transaction,” as such term is defined in Section 4975 of the Tax Code or Section 406 of ERISA (other than transactions that are exempt by ERISA, its regulations or its administrative exemptions), with respect to any Plan that results in a Material Adverse Effect;

(b) incur or permit any ERISA Affiliate of the Company to incur any “accumulated funding deficiency” (within the meaning of Section 412 of the Tax Code) that results in a Material Adverse Effect;

(c) terminate, or permit any ERISA Affiliate of the Company to terminate, any Title IV Plan, or permit the occurrence of any event or condition that would cause a termination by the PBGC of any Title IV Plan that results in a Material Adverse Effect;

(d) withdraw or effect a partial withdrawal from or permit any ERISA Affiliate of the Company to withdraw or effect a partial withdrawal from, a Multiemployer Plan that results in a Material Adverse Effect;

(e) permit any lien upon the property or rights to property of the Company or any Material Subsidiary under Section 302(f) of ERISA that results in a Material Adverse Effect; or

(f) incur any liability under ERISA, the Tax Code or other applicable law in respect of any Plan maintained for the benefit of employees or former employees of the Company or an ERISA Affiliate of the Company (other than liability to pay benefits, contributions, premiums or expenses when due in the ordinary course of the operation of such Plan) that results in a Material Adverse Effect.

5.5 Nature of Business. The Company shall not, nor shall it permit any of its Material Subsidiaries to, alter the character of its business from that of being predominantly in the energy business.

5.6 Specified Indebtedness to Capitalization. The ratio of (i) Specified Indebtedness of the Company and its Subsidiaries taken as a whole to (ii) Capitalization of the Company and its Subsidiaries taken as a whole shall at all times be less than or equal to .65 to 1.0.

6. EVENTS OF DEFAULT; RIGHTS AND REMEDIES

6.1 Events of Default. The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of Default” hereunder:

(a) The Company shall fail to pay any principal of this Note when due in accordance with the terms hereof.

(b) The Company shall fail to pay any interest on this Note, or any other amount payable hereunder (other than amounts in respect of principal), within three days after such interest or other amount becomes due in accordance with the terms hereof.

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(c) The Company shall fail to perform, keep or observe (or fail to cause any other Company Party to perform, keep or observe, as the case may be) any provision, covenant or agreement contained in Section 3, Section 4.5 or Section 5 of this Note.

(d) The Company shall fail to perform, keep or observe (or fail to cause any other Company Party to perform, keep or observe, as the case may be) any other provision, covenant or agreement of or contained in this Note (other than as provided in Sections 6.1 (a), (b) or (c)) and the same shall remain unremedied for a period of 30 days.

(e) Any Company Party shall:

(i) default in the payment of principal of or interest of any Indebtedness (other than the Note) having an aggregate principal amount of $10,000,000 or more, or in the payment of any Contingent Obligation in an amount of $10,000,000 or more, beyond the period of grace (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created; or

(ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or any such Contingent Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Contingent Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Contingent Obligation to become payable.

(f) (i) Any Company Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Company Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Company Party any case, proceeding or other action of a nature referred to in clause (i) above which (A)results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed for a period of 60 days or (iii) there shall be commenced against any Company Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar

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process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Company Party shall take any action in furtherance of, or acquiescence in, any of the acts set forth in clauses (i),(ii), (iii) or (iv) above; or (v) any Company Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due.

(g) Any representation or warranty made by any Company Party in the Stock Purchase Agreement or in any certificate, instrument or written statement contemplated by or made or delivered pursuant to or in connection with this Note or the Stock Purchase Agreement, shall prove to have been incorrect when made or deemed made in any material respect.

(h) A Change of Control shall have occurred.

(i) One or more judgments or decrees shall be entered against any Company Party involving in the aggregate a liability (not paid or fully covered by insurance in respect of which a solvent and unaffiliated insurance company has acknowledged coverage in writing) of $20,000,000 or more and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof.

(j) This Note or any material provision hereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by or on behalf of any company Party or any Governmental Authority seeking to establish the invalidity or unenforceability hereof or thereof (exclusive of questions of interpretation of any provision hereof or thereof), or the Company (directly or indirectly) shall repudiate, revoke, terminate or rescind (or purport to do any of the foregoing) or deny any portion of its liability or obligation for the Obligations.

(k) One or more ERISA Events shall have occurred that, in the opinion of Holder, when taken together with all other such ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect (and such ERISA Event shall remain unremedied for a period of 10 Business Days).

6.2 Remedies. If any Event of Default specified in Section 6.1 shall have occurred and be continuing, the Holder may, by notice to the Company, declare all Obligations to be forthwith due and payable, whereupon all such Obligations shall become and be due and payable, without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Company, anything contained in this Note to the contrary notwithstanding; provided, however, that upon the occurrence of an Event of Default specified in Section 6.1(f) hereof, all Obligations shall automatically become immediately due and payable without declaration, notice or demand, without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Company, anything contained in this Note to the contrary notwithstanding. If a Change of Control has occurred and Holder has declared all Obligations to be due and payable, the Company shall make an additional payment in an amount equal to 1.0% of the outstanding principal balance of this Note at the time of such Change of Control which amount shall be payable on demand by Holder and shall be payable in addition to all other Obligations payable hereunder.

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6.3 Waivers by the Company. Except as otherwise provided for in this Note, the Company waives presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate and notice of acceleration. The Company acknowledges that it has been advised by counsel of its choice with respect to this Note and the transactions evidenced by this Note.

7. MISCELLANEOUS

7.1 Complete Agreement; Modification of Note. This Note, the Stock Purchase Agreement, the Investor Rights Agreement and the Master Agreement constitute the complete agreement between the parties with respect to the subject matter hereof. No amendment or waiver of any provision of this Note, nor consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by Holder, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

7.2 Assignment. (a) Holder may sell, assign, pledge, convey or transfer to any other Person all or any portion of its rights under this Note without the consent of the Company; provided that such Person acknowledges in writing to the Company that it understands and acknowledges the provisions of Section 9.12 of the Master Agreement including but not limited to an acknowledgment of the rights of the Company and of Constellation Nuclear Group to give effect to their remedies under Section 9.12 of the Master Agreement. The Company shall establish and maintain a register reflecting the name and address of Holder and each subsequent assignee (excluding any person holding a security interest herein).

(b) Under no circumstances shall the Company be permitted to assign any of its obligations under this Note and any attempt by the Company to assign such obligations shall be null and void except in connection with a merger permitted under Section 5.3 hereof.

(c) In the event that this Note is assigned in whole or in part, then the Company, at the request of any Holder, will at such time execute a new note or notes (all such notes, together with this Note, the “New Notes”) substantially equivalent to this Note, payable to each Holder, for a principal amount equal to the principal owing to each Holder (it being understood that the aggregate principal amount of all Notes shall not exceed the aggregate principal amount of this Note). Upon any such assignment, this “Note” shall be deemed to refer to all such New Notes, and “Holder” shall refer to each and every Holder of the New Notes.

(d) The Note may not be transferred or assigned by any Holder unless the transferee acknowledges in writing reasonably satisfactory to the Company that such transferee understands and agrees to Sections 4.4, 4.5 and 4.6 of the Stock Purchase Agreement. Any transfer absent such acknowledgment shall be void ab initio.

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(e) At the time of each assignment to a Foreign Holder, such Foreign Holder shall provide to the Company such properly completed and executed documentation as described in Section 2.5(b).

7.3 Fees and Expenses. The Company agrees:

(a) to pay or reimburse Holder for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, and execution of, and any amendment, supplement or modification to, this Note and any other documents prepared in connection herewith and therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the fees and disbursements of counsel for Holder;

(b) to pay or reimburse Holder for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Note and any such other documents, including, without limitation, fees and disbursements of counsel for Holder;

(c) to pay, indemnify and hold Holder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of this Note and any such other documents (“Other Taxes”); and

(d) to pay, indemnify and hold Holder harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions (whether in contract, in tort or on any other ground), judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or relating to, the Note, or any other documents contemplated by or referred to herein or therein or any action taken by Holder with respect to any of the foregoing (all of the foregoing, collectively, the “indemnified liabilities”); provided, that the Company shall have no obligation hereunder to Holder with respect to indemnified liabilities arising solely from the gross negligence or willful misconduct of Holder, as determined by a court of competent jurisdiction in a final nonappealable judgment.

7.4 No Waiver by Holder. Holder’s failure, at any time or times, to require strict performance by the Company of any provision of this Note shall not waive, affect or diminish any right of Holder thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Holder of an Event of Default shall not suspend, waive or affect any other Event of Default under this Note whether the same is prior or subsequent thereto and whether of the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations of the Company contained in this Note and no Event of Default by the Company under this Note shall be deemed to have been suspended or waived by Holder, unless such suspension or waiver is by an instrument in writing signed by Holder (as such term is defined in the applicable provision hereof) and directed to the Company specifying such suspension or waiver. The provisions of the Note may be amended, modified or waived with the written consent of Holder.

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7.5 Remedies. Holder’s rights and remedies under this Note shall be cumulative and non-exclusive of any other rights and remedies which Holder may have under any other agreement, by operation of law or otherwise.

7.6 Severability. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.

7.7 Parties. This Note shall be binding upon, and inure to the benefit of, the successors of the Company and Holder and, the assigns of Holder.

7.8 Authorized Signature. Until Holder shall be notified by the Company to the contrary, the signature upon any document or instrument delivered pursuant hereto of any duly elected officer of the Company shall bind the Company and be deemed to be the act of the Company.

7.9 Governing Law.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(b) In the event of any dispute arising out of or in connection with this Note, including any dispute regarding its existence, termination or validity, each party shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its rules for a Pre-Arbitral Referee Procedure. All disputes arising out of or in connection with this Note (including as to existence, termination and validity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with said Rules. The place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States of America. The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules. The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of laws of the State of New York. The language of the arbitration shall be English. Evidence shall be provided in English and pleadings shall be done in English. The arbitral tribunal shall render its decision within six months from the date of signature of the terms of reference.

(c) Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. The parties agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

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7.10 Register. The Holder, acting as agent of the Company, shall maintain a register on which it will record the obligation to the Holder represented by the Note and each repayment in respect of the principal and interest of such Note. The entries in the register shall be conclusive, and the Holder and the Company shall treat each person whose name is recorded in the register pursuant to the terms hereof as the Holder. Failure to make any such recordation, or any error in such recordation, shall not affect the Company’s obligations in respect of such Note.

7.11 Notices. All notices, requests, demands, approvals, consents, waivers and other communications required or permitted to be given under this Note (each, a “Notice”) shall be in writing and shall be (a) delivered personally, (b) mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, (c) sent by next-day or overnight mail or delivery, or (d) sent by facsimile transmission, provided that the original copy thereof also is sent by pre-paid, first class certified or registered mail or by next-day or overnight mail or personal delivery:

(i) if to the Company, to

Constellation Energy Group, Inc.

750 E. Pratt Street

Baltimore, Maryland 21202

Attention: Charles Berardesco

Fax: (410) 470-5741

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, New York 10022-4611

Attention:	George Stamas
	Mark Director

Fax: (202) 879-5200

(ii) if to Holder, to

[                                         ]

[                                         ]

Attention: [    ]

Fax: [    ]

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Ave., N.W.

Washington, D.C. 20005

Attention:	Michael P. Rogan
	Jeremy D. London

Fax: (202) 661-8200

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or, in each case at such other address as may be specified in a Notice to the Company or Holder, as the case may be. Any Notice shall be deemed effective and given upon receipt (or intentional refusal of receipt by the addressee of such Notice).

7.12 Titles. The Section and paragraph titles contained in this Note are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

7.13 Exhibits, Etc. All exhibits, schedules and annexes to this Note constitute part of this Note and are hereby incorporated by this reference in this Note.

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IN WITNESS WHEREOF, this Note has been duly executed in New York, New York as of the date first written above.

CONSTELLATION ENERGY GROUP, INC.

By:

Name:

Title:

Acknowledged and Agreed:

By:

Name:

Title:

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Annex 1⁴

Certain Definitions and Rules of Interpretation

“Affiliate” shall mean, with respect to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person; provided, that the Company shall not be deemed to be an Affiliate of any Wholly-Owned Subsidiary of the Company and no Wholly-Owned Subsidiary of the Company shall be deemed to be an Affiliate of any other Wholly-Owned Subsidiary. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Applicable Rate” shall mean 10.0% per annum.

“BG&E” shall mean Baltimore Gas and Electric Company, a Maryland corporation and a Wholly-Owned Subsidiary of the Company.

“Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York.

“Capital Lease Obligation” shall mean, with respect to any Person, as of the date of determination, the obligations of such Person to pay rent and other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP.

“Capitalization” shall mean, with respect to any Person, the sum of (i) the aggregate of the capital stock, including preferred and preference stock, (but excluding treasury stock and capital stock subscribed and unissued) and other equity accounts (including retained earnings, paid-in capital and minority interest) of such Person and its Subsidiaries as the same appears on its balance sheet prepared in accordance with GAAP as of the date of determination, but including (without duplication and except as expressly provided otherwise herein) Equity-Preferred Securities of such Person and its Subsidiaries and excluding the effect on accumulated other comprehensive income (loss) resulting from (A) Financial Accounting Statement No. 133 (Accounting for Derivative Instruments and Hedging Activities) and (B) any pension and other post-retirement benefits liability adjustments recorded in accordance with GAAP, and (ii) the amount of all Specified Indebtedness of such Person and its Subsidiaries as of the same date.

“Capitalized Lease Obligation” shall mean any obligation to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real and/or personal property, which obligation is required to be classified and accounted for as a capital lease on a balance sheet prepared in accordance with GAAP, and for purposes hereof the amount of such obligation shall be the capitalized amount determined in accordance with such principles.

“Cash Equivalents” shall mean (i) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof

⁴ To be updated consistent with the revisions to Section 5.

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and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition; (ii) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (iii) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (iv) repurchase obligations of any commercial bank satisfying the requirements of clause (ii) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (v) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (vi) securities with maturity of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (ii) of this definition; and (vii) shares of money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (i) through (vi) of this definition.

“Change of Control” shall mean, at any time, the occurrence of any of the following: (i) the Company at any time ceases to own directly or indirectly 100% of the Stock of each of BG&E, Constellation Nuclear Group and Constellation Commodities Group or ceases to have the power to vote or direct the voting of such Stock, (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Stock of the Company representing more than 35% of the aggregate voting power and aggregate economic interests represented by the total issued and outstanding Voting Stock beneficially owned by such person or group which are represented by options, warrants or other convertibles securities); or (iii) during any period of 12 consecutive months, a majority of the members of the Board of Directors of the Company cease to be composed of individuals (A) who were members of that Board of Directors at the commencement of such period, (B) whose election or nomination to that Board of Directors was approved by individuals referred to in preceding clause (A) constituting at the time of such election or nomination at least a majority of that Board of directors or (C) whose election or nomination to that Board of Directors was approved by individuals referred to in preceding clauses (A) and (B) constituting at the time of such election or nomination at least a majority of that Board of Directors (excluding, in the case of both preceding clauses (A) and (B), any individual whose initial nomination for, or assumption of office as, a member of that Board of Directors occurs as a result of an actual (or threatened) solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors.

“Code” shall mean the Uniform Commercial Code of the jurisdiction with respect to which such term is used, as in effect from time to time.

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“Company” shall have the meaning ascribed thereto in the first paragraph of this Note, together with its successors and assigns, including in connection with any permitted merger or consolidation.

“Company Party” shall mean the Company and its Subsidiaries, individually and, in the plural usage, collectively.

“Constellation Commodities Group” shall mean Constellation Energy Commodities Group, Inc. (formerly known as Constellation Power Source, Inc.), a Delaware corporation.

“Constellation Generation” shall mean Constellation Generation Group, LLC (formerly known as Constellation Nuclear, LLC), a Maryland limited liability company.

“Constellation Nuclear Group” shall mean Constellation Energy Nuclear Group, LLC, a Maryland limited liability company.

“Contingent Obligation” shall mean as to any Person any guarantee of payment or performance by such Person of any Indebtedness or other obligation of any other Person, or any agreement to provide financial assurance with respect to the financial condition, or the payment of the obligations of, such other Person (including, without limitation, purchase or repurchase agreements, reimbursement agreements with respect to letters of credit or acceptances, indemnity arrangements, grants of security interests to support the obligations of another Person, keepwell agreements and take-or-pay or through-put arrangements) which has the effect of assuring or holding harmless any third person against loss with respect to one or more obligations of such third Person; provided, however, that the term Contingent Obligations shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation of any Person shall be deemed to be the lower of (i) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made and (ii) the maximum amount for which such contingently liable Person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such contingently liable Person may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be such contingently liable Person’s maximum reasonably anticipated liability in respect thereof as reasonably determined by the Company in good faith.

“Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Default” shall mean any event or condition that constitutes an Event of Default or that would become, with notice or lapse of time or both, an Event of Default.

“Equity-Preferred Securities” of any Person means (i) debt or preferred securities that are mandatorily convertible or mandatorily exchangeable into common shares of such Person and (ii) any other securities, however denominated, including but not limited to trust originated preferred securities, (A) issued by such Person or any Subsidiary of such Person, (B) that are not subject to mandatory redemption or the underlying securities, if any, of which are not subject to mandatory redemption, (C) that are perpetual or mature no less than 30 years from the date of issuance, (D) the indebtedness issued in connection with which, including any guaranty, is subordinate in right of payment to the unsecured and unsubordinated indebtedness of the issuer of such indebtedness or guaranty, and (E) the terms of which permit the deferral of the payment of interest or distributions thereon.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414(b) or (c) of the Tax Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Tax Code, is treated as a single employer under Section 414 of the Tax Code.

“ERISA Event” shall mean (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan; (ii) the failure to meet the minimum funding standard of Section 412 of the Tax Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Tax Code) or the failure to make by its due date a required installment under Section 412(m) of the Tax Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by any Company Party or any of its ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on any Company Party or any of its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of any Company Party or any of its ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by any Company Party or any of its ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan, or the assets thereof, or against any Company Party or any of its ERISA Affiliates in connection with any Employee Benefit Plan that could reasonably be expected in any case to result in material liability to any Company Party or to any of its ERISA Affiliates; (ix) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Tax Code) to qualify under Section 401(a) of the Tax Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Tax Code; (x) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Tax Code or pursuant to ERISA with respect to any Pension Plan; or (xi) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the Tax Code or Section 406 of ERISA) which could reasonably be expected to result in material liability to any Company Party or any of its ERISA Affiliates.

“Event of Default” shall have the meaning assigned to it in Section 6.1 hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

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“Excluded Taxes” shall mean, with respect to any Holder, (a) taxes imposed on or measured by its overall net income or net profit (however denominated), and franchise taxes imposed on it (in lieu of net income taxes or net profit), by the jurisdiction (or any political subdivision thereof) under the laws of which such Holder is organized or in which its principal office is located or, in the case of any Holder, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Company is located and (c) in the case of a Foreign Holder, any withholding tax that is imposed on amounts payable to such Foreign Holder at the time such Foreign Holder becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Holder’s failure or inability (other than as a result of a change in law) to comply with Section 2.5(b).

“Fiscal Year” shall mean the fiscal year of the Company.

“Foreign Holder” shall mean any Holder that is not a “United States person” within the meaning of Section 7701(a)(30) of the Tax Code.

“GAAP” shall mean generally accepted accounting principles in effect in the United States from time to time.

“Governmental Authority” shall mean any government or political subdivision of the United States or any other country or any agency, authority, board, bureau, central bank, commission, department or instrumentality thereof or therein, including, without limitation, any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to such government or political subdivision.

“Guarantee Obligation” shall mean, as to any Person (the “guaranteeing person”), any obligation of (i) the guaranteeing person or (ii) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (A) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (B) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (D) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (y) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or

5

determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Holder” shall, unless the context otherwise requires, mean, at any time, any holder of all or any portion of the Note at such time.

“Indebtedness” shall mean, with respect to any Person at any date, without duplication, (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person, issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business) which purchase price is due more than one year from the date of incurrence of the obligation in respect thereof or is evidenced by a note or other instrument; (iii) all reimbursement obligations of such Person with respect to surety bonds, letters of credit (to the extent not collateralized with cash or Cash Equivalents), banker’s acceptances and similar instruments (in each case, whether or not matured); (iv) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments including obligations so evidenced incurred in connection with the acquisition of property, assets or business; (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (vi) all Capitalized Lease Obligations, leverage leases, sale and leasebacks and other similar lease arrangements of such Person in amounts that exceed $25,000,000 in the aggregate; (vii) all Off-Balance Sheet Liabilities; (viii) withdrawal liability incurred under ERISA to any Multiemployer Plan by such Person or any trade or business (whether or not incorporated) which, together with such Person, could be deemed to be a single employer within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of the Tax Code and (ix) all indebtedness of others of the type referred to in (i) through (viii) as to which such Person has a Guarantee Obligation.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Initial Holder” shall have the meaning assigned to such term in paragraph 1 hereof.

“Issue Date” shall mean [                                         ].⁵

“Investor Rights Agreement” shall mean the Investor Rights Agreement, dated as of December 17, 2008, between the Company and the Initial Holder, as amended, supplemented or otherwise modified from time to time hereafter.

“Laws” shall mean, collectively, all common law and all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, Tax Codes and administrative or judicial precedents, including without limitation the interpretation thereof by any Governmental Authority charged with the enforcement thereof.

“Lien” shall have the meaning assigned to it in Section 5.1 hereof.

“Master Agreement” shall mean the Master Put Option and Membership Interest Purchase Agreement dated as of December 17, 2008 by and among the Company, the Purchaser, the Purchaser’s Parent (each as defined therein) and Constellation Nuclear Group, as amended, supplemented or otherwise modified from time to time hereafter.

⁵ Insert Issue date of Note.

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“Material Adverse Effect” shall mean (i) a material adverse effect on, or material adverse change in, the business, assets, liabilities, operations, results of operations or financial or other condition of the Company Parties, taken as a whole, (ii) a material impairment of the ability of the Company to fully and timely perform any of its material obligations under the Note or (iii) a material impairment of the rights or benefits or remedies available to Holder under the Note.

“Material Subsidiary” shall mean (i) Constellation Commodities Group and Constellation Generation and (ii) any Subsidiary of the Company (x) the assets of which are equal to or greater than 30% of the consolidated assets (valued at book value) of the Company and its Subsidiaries, taken as a whole, and (y) the net income (determined in accordance with GAAP) of which is equal to or greater than 25% of the net income of the Company and its Subsidiaries, taken as a whole (initially determined as of the date hereof by reference to the audited financial statements of the Company and its consolidated Subsidiaries filed with or furnished to the SEC for Fiscal Year ended December 31, 2007 and thereafter determined as of the date annual audited financial statements of the Company and its consolidated Subsidiaries are required to be delivered to the Holder pursuant to Section 3.1(b).

“Maturity Date” shall mean June 30, 2010.

“Maximum Lawful Rate” shall have the meaning assigned to it in Section 2.3(d) hereof.

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA, (a) to which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions, (b) to which any Company or any ERISA Affiliate has within the preceding six plan years made or been obligated to make contributions, or (c) which could reasonably be expected to result in liability of any Company.

“Multiple Employer Plan” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, (i) that is maintained for employees of the Company or any ERISA Affiliate of the Company and for the employees of one or more other Persons or was so maintained and (ii) in respect of which the Company or any ERISA Affiliate of the Company would have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“New Notes” shall have the meaning assigned to such term in Section 7.2(c) hereof.

“Note” shall have the meaning assigned to such term in the second paragraph hereof.

“Notice” shall have the meaning assigned to such term in Section 7.11 hereof.

“Obligations” shall mean all debts, liabilities, and obligations for monetary amounts (whether or not such amounts are liquidated or determinable) owing by the Company to Holder and arising under this Note, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, arising under this Note. This term includes, without limitation, principal, all interest, charges, expenses, attorneys’ fees and any other sum chargeable to the Company under this Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

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“Off-Balance Sheet Liability” of a Person shall mean any of the following obligations not appearing on such Person’s balance sheet (i) all lease obligations, leveraged leases, sale and leasebacks and other similar lease arrangements of such Person, (ii) any liability under any so called “synthetic lease” transaction entered into by such Person, and (iii) any obligation arising with respect to any other transaction if and to the extent that such obligation is the functional equivalent of borrowing but that does not constitute a liability on the balance sheet of such Person.

“Other Taxes” shall have the meaning assigned to such term in Section 7.3(c) hereof.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Pension Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Tax Code or Section 302 of ERISA which is maintained or contributed to by any Company Party or any of its ERISA Affiliates or which could reasonably be expected to result in liability (including under Section 4069 of ERISA) of any Company Party if terminated.

“Permitted Securitization” shall mean (i) the transfer of the rights of BG&E under a qualified rate order to an Affiliate, (ii) the issuance of rate stabilization bonds by an Affiliate of the BG&E and (iii) the creation of Liens on rate stabilization property to secure the payment of the rate stabilization bonds by an Affiliate of BG&E, as contemplated by Sections 7-520 et. seq. of the Public Utility Companies Article of the Annotated Code of Maryland or any successor provision of Maryland law; provided that for purposes of this definition, the term “Affiliate” shall have the meaning set forth above in this Annex I without giving effect to the proviso in the first sentence thereof.

“person” or “Person” shall mean any individual, corporation, company, voluntary association, partnership, limited liability company, joint venture, trust, other entity, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof).

“Plan” shall mean any material “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by the Company or any ERISA Affiliate of the Company.

“Preferred Stock” shall mean the Series B Convertible Preferred Stock, par value $0.01 per share, of the Company.

“recoverable amount” shall have the meaning assigned to such term in Section 2.6 hereof.

“Requirement of Law” shall mean, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of any arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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“Responsible Officer” shall mean the chief executive officer of the Company and the president of the Company (if not the chief executive officer) and, with respect to financial matters, the chief financial officer of the Company.

“Restricted Payments” shall have the meaning assigned to such term in Section 5.5 hereof.

“Rules” shall have the meaning assigned to such term in Section 7.9(b).

“S&P” shall mean Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc. or any successor thereto.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended, and all rules and regulations of the SEC promulgated thereunder.

“Single Employer Plan” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, (i) that is maintained for employees of the Company or any ERISA Affiliate of the Company and for no employees of any Person other than the Company or such ERISA Affiliate or was so maintained and (ii) in respect of which the Company or any ERISA Affiliate of the Company would have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Specified Indebtedness” of any Person shall mean all Indebtedness of such Person and its Subsidiaries, excluding, however, (i) Indebtedness incurred in connection with any Permitted Securitization, (ii) Equity-Preferred Securities of such Person and its Subsidiaries not to exceed 20% of Capitalization of such Person (calculated for purposes of this definition without regard to any Equity-Preferred Securities of such Person and its Subsidiaries) and (iii) commercial paper issued by such Person or such Subsidiary and outstanding on any date of determination in an aggregate face amount not exceeding the lesser of $100,000,000 and the sum of (x) cash and (y) the value of Cash Equivalents, in each case, owned free and clear of any Lien by such Person or Subsidiary on such date.

“Stock Purchase Agreement” shall mean the Stock Purchase Agreement, dated as of December 17, 2008, between the Company and the Initial Holder, as amended, supplemented or otherwise modified from time to time hereafter.

“Stock” shall mean all shares, options, warrants, general or limited partnership interests, limited liability company interests, participations or other equity securities or interests or equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or other entity, whether voting or nonvoting, including, without limitation, common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 311-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“Subsidiary” shall mean, with respect to any person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such person and/or one or more Subsidiaries of such person.

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“Tax Code” shall mean the Internal Revenue Tax Code of 1986, as amended.

“Taxes” shall mean (i) any and all present or future taxes, duties, levies, imposts, assessments, fees, deductions, withholdings or other similar charges, whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing, and (ii) any transferee, successor, joint and several, contractual or other liability (including liability pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-U.S. law)) in respect of any item described in clause (i).

“Title IV Plan” shall mean a Single Employer Plan, Multiemployer Plan or Multiple Employer Plan.

“Voting Stock” shall mean, with respect to any Person, the Stock of such Person that ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only as long as no senior class of Stock has such voting power by reason of any contingency.

“Wachovia Facility” shall mean that certain Amended and Restated Credit Agreement, dated as of July 31, 2007, among Company, the lenders named therein, Wachovia Bank, National Association, as Administrative Agent, LC Bank and Swingline Lender, each of Wachovia Capital Markets, LLC, Banc of America Securities LLC, and Citigroup Global Markets Inc., as Co-Lead Arrangers and Co-Book Managers, each of Bank of America, N.A. and Citibank N.A., as Co-Syndication Agents, and each of Barclays Bank PLC and The Royal Bank of Scotland PLC, as Co-Documentation Agents, as amended from time to time.

“Wholly-Owned Subsidiary” shall mean, (i) with respect to any person, any corporation, partnership or other entity of which all of the Voting Stock (other than, in the case of a corporation, directors’ qualifying shares or nominee shares required under applicable law) is directly or indirectly owned or controlled by such person and/or one or more Wholly-Owned Subsidiaries of such person and (ii) BG&E and its Wholly-Owned Subsidiaries.

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EXHIBIT B

Specified Indebtedness to Capitalization

The ratio of (i) Specified Indebtedness of the Company and its Subsidiaries taken as a whole to (ii) Capitalization of the Company and its Subsidiaries taken as a whole shall at all times be less than or equal to .65 to 1.0.

“Specified Indebtedness” of any Person shall mean all Indebtedness of such Person and its Subsidiaries, excluding, however, (i) Indebtedness incurred in connection with any Permitted Securitization, (ii) Equity-Preferred Securities of such Person and its Subsidiaries not to exceed 20% of Capitalization of such Person (calculated for purposes of this definition without regard to any Equity-Preferred Securities of such Person and its Subsidiaries) and (iii) commercial paper issued by such Person or such Subsidiary and outstanding on any date of determination in an aggregate face amount not exceeding the lesser of $1,000,000,000 and the sum of (x) cash and (y) the value of cash equivalents, in each case, owned by such Person or Subsidiary on such date.

“Lien” shall mean any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any properties or rights.

“Capitalization” shall mean, with respect to any Person, the sum of (i) the aggregate of the capital stock, including preferred and preference stock, (but excluding treasury stock and capital stock subscribed and unissued) and other equity accounts (including retained earnings, paid-in capital and minority interest) of such Person and its Subsidiaries as the same appears on its balance sheet prepared in accordance with GAAP as of the date of determination, but including (without duplication and except as expressly provided otherwise herein) Equity-Preferred Securities of such Person and its Subsidiaries and excluding the effect on accumulated other comprehensive income (loss) resulting from (A) Financial Accounting Statement No. 133 (Accounting for Derivative Instruments and Hedging Activities) and (B) any pension and other post-retirement benefits liability adjustments recorded in accordance with GAAP, and (ii) the amount of all Specified Indebtedness of such Person and its Subsidiaries as of the same date.

“Indebtedness” shall mean, with respect to any Person at any date, without duplication, (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person, issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business) which purchase price is due more than one year from the date of incurrence of the obligation in respect thereof or is evidenced by a note or other instrument; (iii) all reimbursement obligations of such Person with respect to surety bonds, letters of credit (to the extent not collateralized with cash or cash equivalents), banker’s acceptances and similar instruments (in each case, whether or not matured); (iv) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments including obligations so evidenced incurred in connection with the acquisition of property, assets or business; (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (vi) all Capitalized Lease

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Obligations, leverage leases, sale and leasebacks and other similar lease arrangements of such Person in amounts that exceed $25,000,000 in the aggregate; (vii) all Off-Balance Sheet Liabilities; (viii) withdrawal liability incurred under ERISA to any Multiemployer Plan by such Person or any ERISA Affiliate of such Person (ix) all indebtedness of others of the type referred to in (i) through (viii) as to which such Person has a Guarantee Obligation.

“Permitted Securitization” shall mean (i) the transfer of the rights of Baltimore Gas and Electric Company under a qualified rate order to an Affiliate, (ii) the issuance of rate stabilization bonds by an Affiliate of Baltimore Gas and Electric Company and (iii) the creation of Liens on rate stabilization property to secure the payment of the rate stabilization bonds by an Affiliate of Baltimore Gas and Electric Company, as contemplated by Sections 7-520 et. seq. of the Public Utility Companies Article of the Annotated Code of Maryland or any successor provision of Maryland law.

“Equity-Preferred Securities” of any Person means (i) debt or preferred securities that are mandatorily convertible or mandatorily exchangeable into common shares of such Person and (ii) any other securities, however denominated, including but not limited to trust originated preferred securities, (A) issued by such Person or any Subsidiary of such Person, (B) that are not subject to mandatory redemption or the underlying securities, if any, of which are not subject to mandatory redemption, (C) that are perpetual or mature no less than 30 years from the date of issuance, (D) the indebtedness issued in connection with which, including any guaranty, is subordinate in right of payment to the unsecured and unsubordinated indebtedness of the issuer of such indebtedness or guaranty, and (E) the terms of which permit the deferral of the payment of interest or distributions thereon.

“Capitalized Lease Obligation” shall mean any obligation to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real and/or personal property, which obligation is required to be classified and accounted for as a capital lease on a balance sheet prepared in accordance with GAAP, and for purposes hereof the amount of such obligation shall be the capitalized amount determined in accordance with such principles.

“Off-Balance Sheet Liability” of a Person shall mean any of the following obligations not appearing on such Person’s balance sheet (i) all lease obligations, leveraged leases, sale and leasebacks and other similar lease arrangements of such Person, (ii) any liability under any so called “synthetic lease” transaction entered into by such Person, and (iii) any obligation arising with respect to any other transaction if and to the extent that such obligation is the functional equivalent of borrowing but that does not constitute a liability on the balance sheet of such Person.

“Guarantee Obligation” shall mean, as to any Person (the “guaranteeing person”), any obligation of (i) the guaranteeing person or (ii) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (A) to purchase any such primary obligation or

B-2

any property constituting direct or indirect security therefor, (B) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (D) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (y) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

B-3

EX-10.1

Exhibit 10.1

CONSTELLATION ENERGY NUCLEAR GROUP, LLC

a Maryland limited liability company

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

[            ], 200[    ]

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINED TERMS
ARTICLE II
ORGANIZATION AND NAME; OFFICE; PURPOSE
Section 2.1	Organization	10
Section 2.2	Name of the Company	11
Section 2.3	Purpose	11
Section 2.4	Principal Office	11
Section 2.5	Resident Agent	11
Section 2.6	Term	11
Section 2.7	No State Law Partnership; No Concerted Action	11
Section 2.8	Lack of Authority of Members	12
Section 2.9	Limitation of Liability of Members	12
Section 2.10	No Personal Liability of Members	12
ARTICLE III
MEMBERSHIP INTERESTS; ADDITIONAL MEMBERS
Section 3.1	Membership Interests	12
Section 3.2	Additional Members	13
Section 3.3	Representations and Warranties	13
ARTICLE IV
CAPITAL CONTRIBUTIONS
Section 4.1	Initial Capital Contributions	15
Section 4.2	Additional Capital Contributions	15
Section 4.3	Nonpayment of Additional Capital Contributions	15
Section 4.4	Advances by Members	15
ARTICLE V
BOOKS AND RECORDS
Section 5.1	Books and Records	16
Section 5.2	Fiscal Year	16
Section 5.3	Bank Accounts	16

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Section 5.4	Company Information	16
ARTICLE VI
DISTRIBUTIONS
Section 6.1	Distributions Other Than Liquidation Proceeds	17
Section 6.2	Limitations on Distribution	17
Section 6.3	Withheld Taxes	17
Section 6.4	Information to Be Provided by Members	19
ARTICLE VII
MANAGEMENT: RIGHTS, POWERS, AND DUTIES
Section 7.1	General	19
Section 7.2	The Board of Directors	19
Section 7.3	Officers	24
Section 7.4	Budget and Strategic Plan	27
Section 7.5	Nuclear Advisory Committee	28
Section 7.6	Existing Nuclear Plant Subsidiaries	28
Section 7.7	Liability and Indemnification	28
Section 7.8	Member Approvals	30
Section 7.9	Staffing	31
Section 7.10	Governance of Subsidiaries	31
Section 7.11	Events of Default	31
Section 7.12	Delegation of Financial Authority	31
ARTICLE VIII
TAX MATTERS AND CAPITAL ACCOUNTS
Section 8.1	Tax Treatment	32
Section 8.2	Tax Returns and Information	32
Section 8.3	Tax Matters Partner and Elections	33
Section 8.4	Capital Accounts	33
Section 8.5	Consistent Tax Treatment	36
ARTICLE IX
TRANSFER OF MEMBERSHIP INTERESTS
Section 9.1	Restrictions Applicable to All Transfers by the Members	36
Section 9.2	Permitted Transfers	38
Section 9.3	Right of First Offer	39
Section 9.4	Change of Control of a Member	40

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ARTICLE X
CERTAIN OBLIGATIONS OF THE COMPANY AND THE MEMBERS
Section 10.1	Preemptive Rights	40
Section 10.2	Related Party Transactions	41
Section 10.3	Power Marketing	41
ARTICLE XI
CORPORATE OPPORTUNITIES AND NON-SOLICITATION
Section 11.1	Corporate Opportunities	42
Section 11.2	Non-Solicitation	42
ARTICLE XII
WITHDRAWAL, DISSOLUTION AND LIQUIDATION
Section 12.1	No Right of Withdrawal; No Interest	42
Section 12.2	Terminating Event	43
Section 12.3	Dissolution	43
Section 12.4	Winding Up	44
ARTICLE XIII
GENERAL PROVISIONS
Section 13.1	Notices	45
Section 13.2	Successors and Assigns	45
Section 13.3	Parallel Vehicle	46
Section 13.4	Dispute Resolution	46
Section 13.5	Guarantee	47
Section 13.6	Governing Law	47
Section 13.7	Entire Agreement; Amendment	47
Section 13.8	No Waiver	48
Section 13.9	Separability of Provisions	48
Section 13.10	Confidentiality	48
Section 13.11	Expenses	48
Section 13.12	Counterparts	49
Section 13.13	Headings	49
Section 13.14	Gender and Number	49
Section 13.15	Further Assurances	49
Section 13.16	Survival of Obligations	49
Section 13.17	Insurance	49
Section 13.18	Nuclear Insurance	49
Section 13.19	FIRPTA	50
Section 13.20	Exclusive Remedies	50

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Section 13.21	Title to Company Property	50
Section 13.22	Waiver of Partition Action	50
Section 13.23	Statutory References	50
Section 13.24	Legal Fees	50
EXHIBITS
EXHIBIT A	Capital Contributions	A-1
EXHIBIT B	Initial Annual Budget	B-1
EXHIBIT C	Power Marketing	C-1

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CONSTELLATION ENERGY NUCLEAR GROUP, LLC

Second Amended and Restated Operating Agreement

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”).

RECITALS

WHEREAS, on December 15, 1999, the Company was formed under the Maryland Limited Liability Company Act, as amended from time to time (the “Act”), pursuant to Articles of Organization filed with the Maryland Department of Assessments and Taxation;

WHEREAS, Constellation entered into an amended and restated operating agreement of the Company, dated as of July 1, 2002 (the “Original Agreement”);

WHEREAS, concurrently with the execution of this Agreement, EDFD and Constellation are consummating the membership interest sale transaction pursuant to that certain Master Put Option and Membership Interest Purchase Agreement, dated as of                             , 200_ (the “Master Agreement”), pursuant to which Constellation is selling, transferring and delivering to EDFD, and EDFD is purchasing, acquiring and assuming, all of Constellation’s right, title and interest in 49.99% of Constellation’s Membership Interest (as defined below) in the Company (the “Designated Interest”);

WHEREAS, in connection with EDFD’s purchase of the Designated Interest and admission to the Company as a Member, the parties desire to enter into this Agreement to set forth their respective rights and obligations as Members of the Company and to provide for the management and affairs of the Company and for the conduct of the business of the Company;

WHEREAS, the parties will assure that the Company and its subsidiaries are in compliance with U.S. laws and regulations regarding foreign domination and control, and therefore will assign decision making authority for matters regulated by the NRC (as defined below) and other U.S. Governmental Authorities (as defined below), where required or prudent to do so, to U.S. citizens pursuant to the process set forth herein; and

WHEREAS, the parties hereto desire to amend and restate the Original Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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ARTICLE I

DEFINED TERMS

As used in this Agreement, the following terms shall have the following meanings:

“Act” has the meaning set forth in the recitals.

“Additional Capital Contribution” means, with respect to each Member, any Capital Contribution by such Member to the capital of the Company other than any Initial Capital Contribution pursuant to Section 4.1.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlled by, Controlling or under common Control with such Person.

“Agreement” means this Agreement, as amended from time to time.

“Annual Budget” has the meaning set forth in Section 7.4(a).

“Applicable Law” means, for any Person, any domestic or foreign law, rule or regulation, or judgment, decree, order, permit, license, certificate of authority, order or governmental approval, in each case of or by any Governmental Authority, to which the Person or any of its business is subject.

“Articles of Organization” means the articles of organization of the Company, as amended from time to time, filed with the Department of Assessments and Taxation of the State of Maryland pursuant to the Act.

“Atomic Energy Act” has the meaning set forth in Section 13.17.

“Bankruptcy Event” means, with respect to any Person, the occurrence of any of the following: (a) such Person shall institute a voluntary case seeking liquidation or reorganization under Bankruptcy Law, or shall consent to the institution of an involuntary case thereunder against it; (b) such Person shall file a petition or consent or shall otherwise institute any similar proceeding under any other applicable Federal or state law, or shall consent thereto; (c) such Person shall apply for, or by consent there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers for itself or any substantial part of its assets; (d) such Person shall make an assignment for the benefit of its creditors; (e) such Person shall admit in writing its inability to pay its debts generally as they become due; (f) an involuntary case shall be commenced seeking liquidation or reorganization of such Person under Bankruptcy Law or any similar proceedings shall be commenced against such Person under any other applicable Federal or state law and (i) the petition commencing the involuntary case is not dismissed within thirty (30) days of its filing, (ii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of such Person and such appointment is not vacated within thirty (30) days, or (iii) an order for relief shall have been issued or entered therein; (g) a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of such Person or all or a part of its property shall have been entered; or (h) any other similar relief shall be granted against such Person under any applicable Federal or state law.

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“Bankruptcy Law” shall mean, with respect to any Person, any bankruptcy or insolvency law or other similar law affecting creditors’ rights promulgated by any federal, state, foreign or international government or any political subdivision of any of the foregoing.

“Baseball Arbitration” means the following procedure for determination of Fair Market Value or Implied Acquisition Price. The Members shall first attempt to agree on fair market value in good faith. If the Members cannot agree on fair market value within sixty (60) Days, then the selling or contributing Member (as applicable), on the one hand, and the purchasing or receiving Member or the Company (as applicable), on the other hand, shall each select an independent investment banking firm of national reputation and with experience in valuing assets of the type in question, and such investment banking firms shall each determine the fair market value of the subject property within sixty (60) Days of selection, with the average of the two valuations constituting Fair Market Value. If the two valuations in the previous sentence differ by five percent or more, then the average of the two valuations shall not be binding, and the respective Parent CEOs shall use their reasonable efforts to agree on Fair Market Value within thirty (30) Days of receiving the valuations. If the respective Parent CEOs cannot reach agreement within such thirty (30) Day period, then the two investment banking firms shall mutually agree on a third independent investment banking firm of national reputation within thirty (30) Days of the end of such period, and such third independent investment banking firm shall then determine, within sixty (60) Days of selection, which of the two valuations of the original investment banking firms is closer to fair market value, and such valuation shall constitute Fair Market Value. Any such determination shall be binding on the parties. In connection with any determination of Fair Market Value, each party shall bear the cost of the investment banking firm that it selects, and the cost of any valuation prepared by a third investment banking firm shall be borne by the party whose investment banking firm’s valuation was not selected. If the Company is involved in the determination of Fair Market Value pursuant to Baseball Arbitration, the decision of the Company shall be made without participation of the Directors appointed by the Member involved in the Baseball Arbitration and the requirements for a quorum and the necessary vote of the Board of Directors shall be deemed amended as required to allow such action without the approval of such Directors.

“Board of Directors” has the meaning set forth in Section 7.1(a).

“Business Day” means any working day in France and the United States other than a Saturday, a Sunday or a day on which banks located in Paris, France or New York, New York generally are authorized or required by Applicable Law to close.

“Capital Account” has the meaning set forth in Section 8.4(a).

“Capital Contribution” means, with respect to any Member, the amount of money and the Gross Asset Value of any property (other than money) contributed to the capital of the Company by such Member.

“CEO” has the meaning set forth in Section 7.3(b).

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“Change of Control” of a Person means the consummation of any Transfer or series of related Transfers to one entity or group of entities acting in concert that is not an affiliate of such Person that would result in (i) the aggregate disposition, directly or indirectly, of more than fifty percent (50%) of the economic or voting power of the then-outstanding equity interests of such Person, or (ii) a change in a majority of the directors of such Person not effected by the continuing directors of such Person. For avoidance of doubt, “Change of Control” will not include Transfers between wholly owned subsidiaries of a common parent company or equivalent internal corporate reorganizations, but will include a merger, business combination, acquisition or other transaction with a non-Affiliate involving the Person or the direct or indirect parent of the Person.

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Company” has the meaning set forth in the preamble.

“Company Change of Control” means the consummation of any Transfer or series of related Transfers to one entity or group of entities acting in concert that is not a Member or an Affiliate of a Member that would result in (i) the aggregate disposition, directly or indirectly, of more than fifty percent (50%) of the economic or voting power of the ownership interests of the Company, or (ii) a change in a majority of directors of the Company not effected by the continuing directors.

“Constellation” has the meaning set forth in the preamble.

“Constellation Directors” has the meaning set forth in Section 7.2(a).

“Constellation Marketing” has the meaning set forth in Section 10.3.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of securities, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings.

“Day” means a calendar day.

“Defaulting Member” has the meaning specified in the definition of “Event of Default”.

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for Federal income Tax purposes with respect to an asset for such Fiscal Year; provided, however, that if the Gross Asset Value of an asset differs from its adjusted basis for Federal income Tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the Federal income Tax depreciation, amortization or other cost recovery deduction with respect to such asset for such Fiscal Year bears to such beginning adjusted tax basis; and, provided further, that if the Federal income Tax depreciation, amortization or other cost recovery deduction with respect to such asset for such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board of Directors.

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“Designated Interest” has the meaning set forth in the recitals.

“Director” means any person hereafter elected to act and who is serving as a member of the Board of Directors as provided in this Agreement.

“EDFD” has the meaning set forth in the preamble.

“EDFD Directors” has the meaning set forth in Section 7.2(a).

“Event of Default” means, as to any Member (the “Defaulting Member”), the occurrence of the Defaulting Member’s material violation, breach or default of its obligations under a material provision of this Agreement, which has not been cured within thirty (30) Days, except that:

(a) in connection with a violation, breach or default of a Defaulting Member’s payment obligations under this Agreement, the cure period shall be five (5) Business Days; and

(b) in connection with any violation, breach or default of a Defaulting Member’s obligations other than payment obligations under this Agreement, if the Defaulting Member makes reasonably diligent efforts to cure such Event of Default the cure period shall be extended, but only to the extent reasonably necessary, for up to an additional thirty (30) Days.

“Fair Market Value” means a valuation agreed by the parties or determined through Baseball Arbitration.

“Fiscal Year” has the meaning set forth in Section 5.2.

“GAAP” means accounting principles generally accepted in the United States, as consistently applied throughout the relevant period.

“Governmental Authority” means any domestic or foreign governmental or regulatory authority, agency, court, commission or other governmental or regulatory entity (including any self-regulatory organization).

“Gross Asset Value” means, with respect to any asset, such asset’s adjusted basis for Federal income Tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the Fair Market Value of such asset at the time of such contribution;

(b) the Gross Asset Values of all Company assets may, in the sole discretion of the Board of Directors, be adjusted to equal their respective gross fair market values (as determined by the Board of Directors), as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a

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de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; and (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(c) the Gross Asset Value of any Company asset distributed to any Member shall be adjusted immediately prior to such distribution to equal the gross fair market value of such asset as of the date of distribution (as determined by the Board of Directors); and

(d) the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations.

If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraph (a), (c) or (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses.

“Inconsistent Position” has the meaning set forth in Section 8.5.

“Investee Company” means a Person in which the Company or any of its Subsidiaries owns equity constituting less than 50% of the total equity interests of such Person.

“IRS” means the U.S. Internal Revenue Service or any successor agency.

“Licensed Facility” means a facility that maintains an NRC license.

“Licensed Subsidiary” means a Subsidiary of the Company that maintains a license with the NRC.

“Master Agreement” has the meaning set forth in the recitals.

“Member” or “Members” means Constellation, EDFD and any Person who subsequently is admitted as a member of the Company in accordance with Section 3.2 or Article IX, as applicable, and Section 7.8.

“Membership Interests” means the total of all ownership rights of a Member in the Company, which Membership Interest shall be expressed by the number of Units held by a Member.

“NAC” has the meaning set forth in Section 7.5, and shall be composed initially of those individuals listed on Exhibit B.

“Net Available Cash” shall mean, at any time, all cash of the Company that the Board of Directors determines is available for distribution, taking into account projected cash requirements (including reserves for future operations of the business and contingencies) and subject to any restrictions set forth in any credit or other agreement binding on the Company.

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“Net Income” and “Net Losses” means, as appropriate, for any Fiscal Year, the taxable income or taxable loss of the Company determined in accordance with Code Section 703(a) for such period or other applicable period for Federal income Tax purposes taking into account any separately stated items, increased by the amount of any Tax-exempt income of the Company during such period and decreased by the amount of any Code Section 705(a)(2)(B) expenditures (within the meaning of Treasury Regulations Section 1.704-1(b)(2)(iv)(i)) of the Company. Gain or loss from any disposition of property shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property may differ from its Gross Asset Value. In lieu of the depreciation, amortization, or other cost recovery deductions taken into account in computing taxable income or loss, there shall be taken into account depreciation computed in accordance with the definition of Depreciation. In the event that the Gross Asset Value of any Company asset is adjusted, the amount of such adjustment shall be treated as an item of gain or loss, as appropriate and shall be taken into account for purposes of computing Net Income or Net Loss.

“New Securities” has the meaning set forth in Section 10.1(b).

“Non-Controllable Items” has the meaning set forth in Section 7.4(c).

“Non-Defaulting Member” has the meaning set forth in Section 7.11.

“NRC” means the U.S. Nuclear Regulatory Commission or any successor agency.

“Objection Notice” has the meaning set forth in Section 8.2(b).

“Offering Member” has the meaning set forth in Section 9.3(a).

“Parallel Vehicle” has the meaning set forth in Section 13.3.

“Parent” means, as applicable, Constellation or Électricité de France International, S.A.

“Parent CEO” means, with respect to any Member, the chief executive officer of the ultimate parent entity of such Member.

“Percentage Interest” with respect to a Member is set forth on Exhibit A, as the same shall be amended from time to time in accordance with this Agreement. The Percentage Interest of each Member is calculated by dividing the number of Units owned by a Member by the total number of Units owned by all Members, and shall be adjusted from time to time in accordance with Section 3.1(d).

“Permitted Transfer” has the meaning set forth in Section 9.1(a).

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“Permitted Transferee” means a Member’s Affiliate that is wholly-owned by the same ultimate parent entity; provided, however, that no Person shall be a Permitted Transferee (a) if the Transfer to such Person is made with the intent that the Transferee will make a subsequent Transfer or the transferor will subsequently Transfer interests in such Transferee in order to avoid the Transfer restrictions that would otherwise be applicable and (b) unless such Person agrees in writing with the Company at the time of such Transfer to Transfer back to the transferring Member the Transferred Membership Interests if such Person ceases to be a Permitted Transferee.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership or other entity.

“Preemptive Notice” has the meaning set forth in Section 10.1(a).

“Prime Rate” means the prime rate published in the Wall Street Journal on the last Day of each month (or, if not a publication Day, the prime rate last published prior to such last Day).

“Provisional Budget” has the meaning set forth in Section 7.4(b).

“Redemption Price” has the meaning set forth in Section 12.2(a).

“Repurchase Election Period” has the meaning set forth in Section 12.2(a).

“Rules” has the meaning set forth in Section 13.4(b).

“Safety and Security Issues” has the meaning set forth in Section 7.2(k)(iv).

“Special Matter” has the meaning set forth in Section 7.2(j).

“Strategic Plan” has the meaning set forth in Section 7.4(a).

“Subsidiary” means, for any Person (the “parent”) at any date, any other Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other Person (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interest are, as of such date, owned, Controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent or one or more Subsidiaries of the parent.

“Tax” means any U.S. federal, state, local or non-U.S. tax or other governmental charge, fee, levy or assessment of whatever kind or nature, including all U.S. federal, state, local or non-U.S. income, gross receipts, windfall profits, severance, property, production, sales, use, license, excise, franchise, employment, premium, recording, documentary, transfer, back-up withholding, turnover, net asset, capital gains, value added, estimated, ad valorem, payroll and employee withholding, stamp, customs, occupation or similar taxes, and any social charges or contributions together with any interest, additions, or penalties with respect to these Taxes and any interest or penalties.

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“Terminating Event” means, and shall occur upon the following:

(a) If a Member:

(i) Makes an assignment for the benefit of creditors;

(ii) Files a voluntary petition in bankruptcy;

(iii) Is adjudged bankrupt or insolvent or has entered against the person an order for relief in any bankruptcy or insolvency proceeding;

(iv) Files a petition or answer seeking for that person any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(v) Seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for, or liquidation of the Member or of all or any substantial part of the person’s properties; or

(vi) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the person in any proceeding described in this subsection.

(b) The continuation of any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, for 120 Days after the commencement thereof, or the appointment of a trustee, receiver, or liquidator for the Member or all or any substantial part of the Member’s properties without the Member’s agreement or acquiescence, which appointment is not vacated or stayed for 120 days or, if the appointment is stayed, for 120 days after the expiration of the stay during which period the appointment is not vacated.

(c) In the case of a Member:

(i) who is an individual, the individual’s death or adjudication by a court of competent jurisdiction as incompetent to manage the individual’s person or property;

(ii) who is acting as a Member by virtue of being a trustee of a trust, the termination of the trust;

(iii) that is a partnership or a limited liability company, the dissolution and commencement of winding up of the partnership or limited liability company;

(iv) that is a corporation, the dissolution of the corporation or the revocation of its charter; or

(v) the distribution by the fiduciary of the estate’s entire interest in the Company; and, in any such case, the successor or successors to the Member do not comply and/or cannot comply with the provisions of Article IX of this Agreement.

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“Three-Year Budget” has the meaning set forth in Section 7.4(a).

“Transfer” means, when used as a noun, any direct or indirect voluntary or involuntary sale, hypothecation, pledge, assignment, attachment or other transfer, including a transfer resulting from a merger, consolidation, assignment of assets or other similar transaction, and, when used as a verb, means voluntarily or involuntarily to sell, hypothecate, pledge, assign or otherwise transfer.

“Transferee” has the meaning set forth in Section 9.1(a).

“Transfer Notice” means the written notice given by a Member proposing to Transfer a Membership Interest, which shall include all details of such proposed Transfer, including the name of the Transferee and its material Affiliates, the date of the proposed Transfer, the portion of the Member’s Membership Interest to be Transferred, and the cash purchase price for the Membership Interest.

“Treasury Regulations” means the income Tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Unburdened Cost” shall mean such party’s out-of-pocket cost (including overhead and benefits), but shall exclude any profit.

“Units” means units of Membership Interests in the Company having the rights set forth in this Agreement.

“Withdrawal Interest” has the meaning set forth in Section 12.2(a).

“Withdrawn Member” has the meaning set forth in Section 12.2(a).

“Withholding Agent” has the meaning set forth in Section 6.3(a).

Capitalized terms not otherwise defined in this Article I shall have the meanings ascribed to such terms in this Agreement.

ARTICLE II

ORGANIZATION AND NAME; OFFICE; PURPOSE

Section 2.1 Organization. The Company was formed on December 15, 1999 by the execution and filing with the Department of Assessments and Taxation of the State of Maryland of the Articles of Organization.

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Section 2.2 Name of the Company. The name of the Company is “Constellation Energy Nuclear Group, LLC.” The Company may do business under that name and under any other name or names that the Board of Directors may, in its sole discretion, determine. If the Company does business under a name other than that set forth above, then the Company shall file a trade name application as required by law.

Section 2.3 Purpose. The Company is organized:

(a) To operate as a holding company;

(b) To directly and indirectly, purchase, own, operate, manage and sell assets involved in nuclear power generation, storage and distribution businesses, including, without limitation, ownership interests in the Company’s Subsidiaries, and their respective assets;

(c) To enter into any agreement providing for the management, operation and administration of the activities of the Company and its Subsidiaries including any agreements for the sale of electric capacity, energy or ancillary services;

(d) To negotiate, authorize, execute, deliver and perform any agreement or instrument or document relating to the activities set forth in clauses (a) through (c) above; and

(e) To have all of the powers permitted by the Act.

Section 2.4 Principal Office. The principal office of the Company shall be located at 750 East Pratt Street, Baltimore, Maryland 21202, or at any other place or places within the State of Maryland as the Board of Directors shall, in its sole discretion, deem necessary or advisable.

Section 2.5 Resident Agent. The name and address of the Company’s resident agent in the State of Maryland shall be CT Corporation System, 300 East Lombard Street, Baltimore, Maryland 21202. The name and/or address of the resident agent of the Company may at any time be changed by filing the new name and/or address with the Maryland Department of Assessments and Taxation pursuant to the Act.

Section 2.6 Term. This Agreement shall be effective as of the date hereof. The existence of the Company shall be perpetual, unless terminated in accordance with the provisions of this Agreement.

Section 2.7 No State Law Partnership; No Concerted Action.

(a) Notwithstanding the provisions of Article VIII, the Members intend that the Company shall not be a partnership (including a general partnership or a limited partnership), and that no Member shall be a partner of any other Member with respect to the business of the Company for any purposes other than U.S. federal, state and local Tax purposes, and this Agreement shall not be construed to suggest otherwise.

(b) Each Member hereby acknowledges and agrees that, except as expressly provided herein, in performing its obligations or exercising its rights hereunder, it is acting independently and is not acting in concert with, on behalf of, as agent for, or as joint venturer or partner of, the other Member. Other than in respect of the Company, nothing

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contained in this Agreement shall be construed as creating a corporation, association, joint stock company, business trust, organized group of persons, whether incorporated or not, among or involving either Member or its Affiliates, and nothing in this Agreement shall be construed as creating or requiring any continuing relationship or commitment as between such parties other than as specifically set forth herein. Nothing contained in this Agreement shall be construed as creating any fiduciary relationship of any nature between the Members.

Section 2.8 Lack of Authority of Members. Except as expressly set forth herein, the Members shall not have the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures, debts, liabilities or obligations on behalf of the Company. Accordingly, no Member shall be considered an agent of the Company solely by virtue of being a Member, and no Member shall have authority to act for or bind the Company solely by virtue of being a Member.

Section 2.9 Limitation of Liability of Members. To the fullest extent permitted by Maryland law, each Member’s liability to provide capital or other assets to the Company shall be limited to such Member’s agreed investment in the Company, including any Additional Capital Contributions such Member is committed to make under this Agreement to the extent such investment or contribution has not yet been made, and in the case of Additional Capital Contributions, such obligation shall be solely to provide such contributions for the purposes such Member has committed to make such Additional Capital Contributions, and no Member shall have any further obligation to make any other contributions of capital or provide other property to the Company.

Section 2.10 No Personal Liability of Members. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and, to the fullest extent permitted by Maryland law, no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. No Member shall be liable for any obligation of the Company unless such liability is expressly assumed by such Member in a separate written agreement signed by such Member.

ARTICLE III

MEMBERSHIP INTERESTS; ADDITIONAL MEMBERS

Section 3.1 Membership Interests.

(a) The Company has authorized the issuance of [ ] Units. The Board of Directors may authorize the issuance of additional Units or the creation of additional classes of Units having such powers, designations and preferences and rights as may be determined by the Board of Directors (subject to the other terms of this Agreement (e.g., Section 3.2)), and the Board of Directors shall have the authority to make such amendments to this Agreement as are necessary or appropriate to give effect to the foregoing, subject to the requisite Member consent under Section 7.8.

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(b) On the effective date hereof, EDFD purchased 49.99% of the outstanding Units from Constellation pursuant to the terms of the Master Agreement.

(c) The Membership Interests shall be uncertificated; provided, however, that all or a portion of a Member’s Membership Interest shall be certificated upon written request of such Member, in which event the Board of Directors shall establish procedures related to certificated Membership Interests.

(d) The Units (as set forth on Exhibit A) shall be adjusted from time to time, as applicable, to reflect (i) the Transfer by a Member of its Membership Interests in accordance with Section 7.8 and Article IX, (ii) the admission of a new Member in accordance with Section 3.2, Section 7.2(j)(vii) and Section 7.8, (iii) Additional Capital Contributions made by the Members in accordance with Section 4.2, and (iv) such other events as otherwise may give rise to a change in a Member’s ownership of its Membership Interests under this Agreement. Upon any change in a Member’s ownership of its Membership Interests, the Board of Directors shall (or shall cause the CEO to) amend Exhibit A to properly reflect such change, including any change to the Percentage Interests of the Members, and the Board of Directors shall (or shall cause the CEO to) deliver a copy of Exhibit A, as so amended, to each Member.

Section 3.2 Additional Members.

(a) After the date hereof, a Person may be admitted to the Company as a Member only pursuant to an action by the Board of Directors in accordance with Section 7.2(j)(vii) (but subject to the restrictions in Section 10.1, the requirement for Member approval in Section 7.8 (if applicable) and subject to Article IX in the case of Transfers of Membership Interests by existing Members). Notwithstanding, and in addition to, the foregoing, no Person shall be admitted as a Member unless (x) such Person shall execute and deliver a counterpart of this Agreement, and (y) the Board of Directors is satisfied that such admission would not result in a violation of any Applicable Law or any term or condition of this Agreement.

(b) In the event a new Member is to be admitted by the Board of Directors as provided in Section 3.2(a), the Board of Directors shall determine, in accordance with Section 7.2(j)(vii), the terms of such new Member’s admission, including the amount of such new Member’s Capital Contribution and the number of Units to be issued to such new Member.

Section 3.3 Representations and Warranties.

(a) Member Representations. Each Member represents and warrants to the other Member and the Company, as to itself only, that:

(i) It has the power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(ii) The execution, delivery and performance by it of this Agreement has been duly authorized, and no other action on the part of such Member or its officers, managers, board of directors, shareholders or members is necessary to authorize the execution and delivery by it of this Agreement and the performance by it of its obligations under this Agreement.

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(iii) This Agreement has been duly executed and delivered by it and is a legal, valid and binding obligation of such Member, enforceable against such Member in accordance with its terms except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally, and (2) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefore may be brought.

(iv) It understands that the Company intends to be classified and taxed as a partnership for U.S. federal Tax purposes and not as a publicly traded partnership, and accordingly agrees that it will not Transfer any Membership Interests in the Company, or cause any such Membership Interests to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(b)(2) of the Code, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.

(v) It is either:

(1) Not a partnership, grantor trust, S corporation, limited liability company or other pass-through entity for U.S. federal income Tax purposes; or

(2) If it is an entity referred to in clause (1), then either: (x) it was not formed for the purpose of acquiring all or part of the Membership Interests and not more than 40% of the value of the interest of each of its beneficial owners will be attributable to the Membership Interests so acquired, or (y) it has and will have only the number of ultimate beneficial owners (looking through a pass-through entity described in clause (1) above to its beneficial owners, unless such an entity is able to give the certification in (1) or (2)(x)) identified to the Company in a written letter accompanying this Agreement.

(b) Company Representations. The Company has the power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance by the Company of this Agreement has been duly authorized by the Company, and no other action on the part of the Company or the Company’s Board of Directors or Members is necessary to authorize the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company and is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except (1) as limited by applicable bankruptcy, insolvency,

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reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally, and (2) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefore may be brought.

ARTICLE IV

CAPITAL CONTRIBUTIONS

Section 4.1 Initial Capital Contributions. No Member shall be required to make any initial capital contributions to the Company.

Section 4.2 Additional Capital Contributions.

(a) The Board of Directors shall have the right to call for an Additional Capital Contribution upon approval of the Board of Directors in accordance with Section 7.2(j). Notwithstanding anything to the contrary herein, no Additional Capital Contribution shall be required for the purpose of payment of any liability of the Company to any third party except for payments of amounts due in the ordinary course under agreements approved by the Board of Directors consistent with the Annual Budget.

(b) Prior to making any Additional Capital Contributions, the parties shall discuss alternative sources of financing (including debt financing).

(c) A Member’s obligation to make Capital Contributions, if any such obligation exists, shall not inure to the benefit of, or be enforceable by, any Person other than the Company, the Board of Directors and the other Members.

(d) The making of or failure to make any Additional Capital Contributions pursuant to this Section 4.2 shall not affect the right of either Member to participate in the management of the Company or the governance provisions set forth in this Agreement.

Section 4.3 Nonpayment of Additional Capital Contributions. If a Member fails to make any Additional Capital Contributions required in accordance with this Article IV within thirty (30) Business Days after it is requested, interest shall accrue on the unpaid portion at the lesser of (a) the Prime Rate plus 4% per annum and (b) the maximum rate permitted by Applicable Law. The Company or the other Member, on behalf of the Company, may institute proceedings under Sections 13.4(b) and 13.4(c) (it being understood that the escalation process of Section 13.4(a) would not apply) against a Member that fails to make any Additional Capital Contributions provided for in this Article IV.

Section 4.4 Advances by Members. If the Company does not have sufficient cash to pay its obligations, either Member, upon the approval of the Board of Directors in accordance with Section 7.2(j), may advance all or part of the needed funds to or on behalf of the Company, provided, however, that if such advance is necessary due to a failure by a Member to make an Additional Capital Contribution, an advance by the other Member shall not require

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approval of the Board of Directors in accordance with Section 7.2(j). An advance described in this Section 4.4 shall constitute a loan from such Member to the Company, shall bear such interest rate as agreed to by the Board of Directors and such Member from the date of the advance until the date of payment, and shall not constitute a Capital Contribution.

ARTICLE V

BOOKS AND RECORDS

Section 5.1 Books and Records. The officers of the Company, acting under the general supervision of the Board of Directors, shall cause to be performed all general and administrative services on behalf of the Company in order to assure that complete and accurate books and records of the Company are maintained at such place designated by the Board of Directors showing the names, addresses and respective Membership Interests of the relevant Members, all receipts and expenditures, assets and liabilities, profits and losses, and all other records necessary for recording the Company’s respective business and affairs.

Section 5.2 Fiscal Year. The fiscal year of the Company for financial and Tax reporting purposes (the “Fiscal Year”) shall end on December 31 of each year or, if applicable, on the date of dissolution of the Company, unless a different fiscal year for Tax reporting purposes is required by the Code.

Section 5.3 Bank Accounts. All funds of the Company will be deposited in its name in an account or accounts maintained with such bank or banks selected by the Company. The funds of the Company shall not be commingled with the funds of any Member. Checks will be drawn upon the Company account or accounts only for the purposes of the Company and shall be signed by one or more authorized officers of the Company.

Section 5.4 Company Information.

(a) The Company agrees to deliver to each Member:

(i) within fifteen (15) Days after the end of each month in each Fiscal Year, unaudited monthly income statements and balance sheets of the Company and its consolidated Subsidiaries;

(ii) within forty-five (45) Days after the end of each fiscal quarter in each Fiscal Year, unaudited quarterly financial statements of the Company and its consolidated Subsidiaries;

(iii) within ninety (90) Days after the end of each Fiscal Year, audited annual consolidated and consolidating financial statements of the Company and its consolidated Subsidiaries prepared in accordance with GAAP and audited by PricewaterhouseCoopers LLP (or any successor auditor (which shall be an independent nationally recognized accounting firm selected by the Board of Directors in accordance with Section 7.2(g))); and

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(iv) with reasonable promptness, such other data and information regularly prepared for senior management of the Company as from time to time may be reasonably requested by either Member.

(b) The Company shall afford, and shall cause its Subsidiaries and its and their respective officers, Directors, employees, auditors, counsel and agents to afford, each Member (and the Member’s employees and agents) reasonable access during regular business hours to the Company’s and its Subsidiaries’ respective officers, Directors, employees, auditors, counsel and agents and to all of the Company’s respective properties, books and records, and shall furnish (including the right to copy) the Member (and the Member’s respective employees and agents) with all financial, operating and other data and information as the Members may reasonably request.

ARTICLE VI

DISTRIBUTIONS

Section 6.1 Distributions Other Than Liquidation Proceeds. The Company shall not make any distributions to the Members except as authorized by the Board of Directors in accordance with Section 7.2(j)(v). Notwithstanding the preceding sentence, the Company shall make cash distributions in respect of the Members’ Tax liabilities at least five days prior to the installment due dates specified in Section 6655(c) of the Code, pro rata to each Member in proportion to the Member’s Percentage Interest, equal to the lesser of (i) the minimum amount necessary such that the Member with the highest total allocable income and gain pursuant to Section 8.4(c) for the taxable period for which such installment is due and all prior taxable periods has received cash distributions under this Agreement equal to at least 40% of such total allocable income and gain, and (ii) Net Available Cash. Any amounts designated for distribution shall be distributed, subject to the Act, pro rata in accordance with the Members’ respective Percentage Interests.

Section 6.2 Limitations on Distribution. Notwithstanding any provisions herein to the contrary, the Company shall not make a distribution to either Member if such distribution would violate the Act.

Section 6.3 Withheld Taxes.

(a) Each Member shall, to the fullest extent permitted by Applicable Law, indemnify and hold harmless each Person who is, or who is deemed to be, the responsible withholding agent (the “Withholding Agent”) for federal, state, local and non-U.S. Tax purposes against all claims, liabilities and expenses of whatever nature relating to the Agent’s obligation to withhold and to pay over, or otherwise pay, any withholding or other Taxes on income or gain allocable to such Member, payable by the Company or as a result of such Member’s participation in the Company.

(b) Notwithstanding any other provision herein, each Member hereby authorizes the Company to withhold and to pay over, or otherwise pay, any withholding or other Taxes payable by the Company with respect to such Member or as a result of such Member’s

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participation in the Company if, and to the extent that, the Company shall be required to withhold or pay any such Taxes (including any amounts withheld from amounts payable to the Company to the extent attributable, in the judgment of the Company, to the interest of such Member in the Company). The Member shall be deemed for all purposes stated herein to have received a payment from the Company pursuant to Section 6.1 as of the time such withholding or Tax is required to be paid, which payment shall be deemed to be a distribution with respect to such Member’s Interests. To the extent that the aggregate of such deemed payments to a Member for any period does not exceed the distributions to which such Member is otherwise entitled for such period, the Company shall reduce the amount of the distributions which would otherwise have been made to such Member, and if such distributions are not sufficient to reimburse the Company for such Tax payments (as the Company reasonably determines), the Company shall notify such Member who shall pay over to the Company, within fifteen (15) Business Days of such notice, an amount equal to such shortfall. Interest shall accrue on any amounts that a Member fails to pay to the Agent within fifteen (15) Business Days after it is requested under this Section 6.3 at the lesser of (A) the Prime Rate plus 4% per annum and (B) the maximum rate permitted by Applicable Law. To the extent commercially reasonable, the Company shall give prompt notice to each Member of any potential withholding or other Taxes payable by the Company with respect to such Member or as a result of such Member’s participation in the Company and shall cooperate with each Member desiring to take reasonable steps to mitigate any such Tax liability provided that (i) any expenses associated with such cooperation shall be borne solely by the applicable Member and (ii) the Company shall not be precluded from fulfilling all its withholding and other Tax obligations under Applicable Law (and shall not be liable to either Member for fulfilling such obligations).

(c) To the extent able, each Member shall deliver to the Company: (i) an affidavit in form satisfactory to the Company that such Member (or its partners, members, shareholders or other owners as the case may be) is or is not subject to Tax withholding under the provisions of any federal, state, local, foreign or other law as of the date of this Agreement; and/or (ii) a certificate of non-foreign status under Treasury Regulations Section 1.1445-5(b)(3)(ii) (or any successor provision), and any other certificates, forms, or instruments reasonably requested by the Company relating to such Member’s status under such laws. Each Member shall cooperate with the Company to the extent reasonably requested by it in connection with any Tax audit of or involving the Company or any of its existing or former investments.

(d) The economic burden of any Tax (whether collected through withholding or directly imposed on the Company or any subsidiary (whether by law, regulation or contract)) that, in the Company’s reasonable discretion (as determined by the Board of Directors), is attributable to the identity or jurisdiction of a Member or to such Member’s failure to provide the information described in Section 6.3(c) will be specially allocated by the Company to any such Member and the Company may similarly specially allocate amounts held in reserve by the Company or any subsidiary related to such Tax, or an indemnity related thereto, or a purchase price discount, holdback, offset or similar reduction in gross proceeds reasonably related to such Tax. Any such Member shall be treated as having received an amount equal to all such Taxes paid or withheld as a distribution pursuant to Section 6.1.

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Section 6.4 Information to Be Provided by Members.

(a) Prior to this Agreement becoming effective, each Member shall provide a duly completed and executed valid IRS Form W-9 or W-8BEN, and shall provide a new IRS Form W-9 or W-8BEN (or successor forms) promptly upon learning that any form provided to the Company has become obsolete or incorrect.

(b) In case of any assignment of a Membership Interest or admission of a new Member pursuant to this Agreement, a Member shall (unless waived in writing by the Company) provide a duly completed and executed valid IRS Form W-9 or W-8BEN (or successor forms) prior to such assignment or admission becoming effective and shall provide a new IRS Form W-9 (or successor form) promptly upon learning that any form provided to the Company has become obsolete or incorrect.

ARTICLE VII

MANAGEMENT: RIGHTS, POWERS, AND DUTIES

Section 7.1 General.

(a) Except as provided in this Agreement and except for situations in which the approval of either Member is expressly required by this Agreement or non-waivable provisions of Applicable Law, (i) all of the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a board of directors (the “Board of Directors”) and (ii) the Board of Directors may make all decisions and take all actions for the Company not otherwise provided for in this Agreement. The Board of Directors must act as a board in accordance with the provisions of this Agreement, and no individual Director, as such, shall have any authority to bind or act for, or assume any obligation or responsibility on behalf of, the Company unless expressly authorized to do so by action taken by the Board of Directors in accordance with this Agreement.

(b) The Members shall have no power to participate in the management or affairs of the Company other than the right to appoint Directors and the right to nominate or designate officers as expressly set forth herein and the right to vote on the matters set forth in Section 7.8 or matters requiring approval of the Members under Applicable Law. The Members shall not have meetings or voting rights with respect to the management of the Company and shall not be entitled to vote on or consent to or approve or disapprove actions or decisions regarding the Company except as expressly provided herein or as required by Applicable Law. Accordingly, no Member shall be considered an agent of the Company solely by virtue of being a Member, and no Member shall have authority to act for or bind the Company solely by virtue of being a Member. Members shall act by written consent with respect to any action required or permitted to be taken by the Members.

Section 7.2 The Board of Directors.

(a) Composition. The Board of Directors shall be composed of ten Directors. Each of Constellation and EDFD and their respective successors, if any, shall have the right as a Member to appoint five Directors to the Board (such Directors, the “Constellation Directors” and the “EDFD Directors,” respectively), which directors shall include the Chairman (who shall be a U.S. citizen). All of the Directors appointed by Constellation or any successor to Constellation shall be U.S. citizens. The Board shall elect the CEO of the Company.

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The initial Directors appointed by Constellation shall be: Michael Wallace, Henry Barron, Charles Berardesco, Jonathan Thayer and George Vanderheyden.

The initial Directors appointed by EDFD shall be: [            ], [            ], [            ], [            ] and [            ].

(b) Election and Tenure of Directors. Each Director shall hold office until his successor has been appointed and qualified, or until the earlier of his death, disability, resignation or removal as provided in this Agreement.

(c) Removals and Vacancies. Any Director may be removed at any time, with or without cause, only by the Member that appointed such Director. Any Director may resign at any time upon written notice to the Board of Directors and the Members. Such resignation shall take effect at the time specified in the written notice, or, if no time is specified therein, at the time of its receipt by the Members; provided, however, that the acceptance of a resignation will not be necessary to make it effective, unless so specified in the resignation. Any vacancy on the Board of Directors may only be filled by the Member that originally appointed the Director who is no longer serving in such capacity. The applicable Member shall promptly appoint a replacement for any such Director who has resigned or was removed.

(d) Regular Meetings. Regular meetings of the Board of Directors shall be held no less frequently than quarterly at such time as may be designated from time to time by the Board of Directors. All meetings of the Board of Directors shall be held at the general offices of the Company or elsewhere, as determined from time to time by the Board.

(e) Special Meetings. Special meetings of the Board of Directors may be held at any time or place upon call by the Chairman of the Board of Directors or the CEO or upon the written request of at least two Directors (addressed to the Secretary of the Company).

(f) Notice of Meeting. The Secretary shall give notice to each Director of each regular and special meeting of the Board of Directors. The notice shall state the time, place and agenda of the meeting and include appropriate documentation to be considered at the meeting. Notice for regular meetings is given to a Director when it is delivered personally to the Director, left at the Director’s principal residence or usual place of business, or transmitted by facsimile or telephone, at least seven Business Days before the date of the meeting or, in the alternative, sent by first priority, overnight (if available) courier addressed to the Director’s address as it shall appear on the records of the Company, at least eight (8) Business Days for domestic deliveries to overnight delivery areas or nine (9) Business Days for international and other deliveries before the day of the meeting. Notice for special meetings shall be given to each Director with as much advance notice as is practicable under the circumstances. Notice of any meeting of the Board of Directors is waived by any Director who attends the meeting or who, before or after the meeting, signs a waiver of notice which is filed with the records of the meeting. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

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(g) Quorum; Action by Directors. Except as set forth in Section 7.2(j), the action of a majority of the Directors present in person or by proxy (which proxy shall only be given to a Director) at a meeting at which a quorum is present is an action of the Board of Directors, provided that, at least one director appointed by each of Constellation and EDFD votes in favor of the action, with the exception of matters decided by a casting vote pursuant to Section 7.3(c). A majority of the entire Board of Directors, including at least one Director appointed by each of Constellation and EDFD, shall constitute a quorum for the transaction of business. In the absence of a quorum, the Directors present, by majority vote and without notice other than by announcement, may adjourn the meeting from time to time until a quorum shall attend. At any such reconvened meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous written consent which sets forth the action is signed by each Director and filed with the minutes of proceedings of the Board of Directors.

(h) Meeting by Telephone Conference. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting.

(i) Committees of the Board of Directors. From time to time, the Board of Directors may establish one or more committees with such composition, responsibilities and powers as the Board of Directors may determine, provided, however, that such committees shall, at a minimum, include an audit committee and a compensation committee; and provided, further, that Directors appointed by each of Constellation and EDFD shall be appointed in equal numbers on all such committees. Committees shall meet at such times as they or the Board of Directors directs. The decisions of any committee shall be subject to the ultimate approval of the Board of Directors. The Board of Directors shall establish rules governing the organization and actions of each committee based on the provisions of this Agreement with respect to the Board of Directors.

(j) Special Matters. Notwithstanding anything herein to the contrary, but subject to Section 7.3(c), approval of all the Directors then in office shall be required with respect to the following matters (each of which shall constitute a “Special Matter”). At any time that the Directors are considering a Special Matter, all of the Directors appointed by a Member must vote in the same manner, either for or against.

(i) The timing of the presentation and adoption of each Annual Budget, Three-Year Budget and Strategic Plan;

(ii) Any increase in the cost of a material element identified in the Annual Budget or Provisional Budget that individually or in the aggregate amounts to a material increase in the cost of such element in the Annual Budget or Provisional Budget, or any increase in any other costs incurred in accordance with the Annual Budget or Provisional Budget that amounts to a material increase in the aggregate costs under the Annual Budget or Provisional Budget (other than any variance relating to a Non-Controllable Item);

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(iii) The entry into of any contract that exceeds $50 million in total potential liability or risk to the Company over the term of the contract, unless the expenditures for such contract are provided for in the Annual Budget, Three-Year Budget or Provisional Budget;

(iv) The entry into of any contract between the Company and either Member or any of such Member’s Affiliates not specifically provided for in the Annual Budget, Three-Year Budget or Provisional Budget and exceeding $10 million in total potential liability or risk to the Company over the term of the contract;

(v) The making of any distribution by the Company to its Members (other than cash distributions in respect of Members’ Tax liabilities pursuant to Section 6.1) or by any Subsidiary to the Company;

(vi) Any change to the organization, governance or management of any Subsidiary of the Company from the principles set forth in Section 7.10, and any commitments to provide capital or credit support to a Subsidiary or Investee Company;

(vii) The issuance of any New Securities or the admission of any new Member to the Company (other than in connection with a Transfer of a Membership Interest in compliance with Section 9.2(a)(iii) or Section 9.2(b) and subject to any approval required under Section 7.8);

(viii) Any incurrence of indebtedness, individually or in a series of related transactions that have not been expressly approved as a Special Matter, in excess of $50 million, or the granting of any guaranty or lien, mortgage or pledge over all or substantially all of the assets of the Company and its Subsidiaries;

(ix) Initiating or making any settlement or compromise of a claim in excess of $10 million in connection with a dispute (whether or not involving litigation) involving a third-party, or any dispute with a Governmental Authority;

(x) Staffing of key executive officer positions of the Company, consistent with Section 7.9;

(xi) A grant of authority to the Chairman, CEO or other officers of the Company that would materially alter the authority granted to such officer under this Agreement other than delegations of authority in the ordinary course of business;

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(xii) Any reorganization, dissolution, liquidation, winding up or bankruptcy of the Company or any Subsidiary of the Company, or any vote by the Company relating to its ownership interest in any Subsidiary or Investee Company;

(xiii) Any decision requiring the Members to make any Additional Capital Contributions;

(xiv) Amending in any material respect the charter, bylaws or other organizational documents of any Company Subsidiary or Investee Company;

(xv) Any decision by the Company to enter into a new line of business;

(xvi) Changes in material accounting policies, other than as required by GAAP;

(xvii) The engagement or discharge of independent auditors;

(xviii) Any decision by the Company to enter into any material acquisition, divestiture, joint venture or partnership;

(xix) Any decision by the Company to enter into a Company Change of Control transaction or to effect an initial public offering of the Company;

(xx) Any recapitalization, reclassification or similar event by the Company;

(xxi) Any loans or advances provided to the Company by a Member, except for any loan made by a Member to the Company in satisfaction of a failure by the other Member to make a capital contribution in accordance with Section 4.2;

(xxii) The decision as to whether or not to stop operations and/or close a nuclear facility to begin its decommissioning;

(xxiii) The decision to seek re-licensing of a nuclear facility;

(xxiv) The decision to buy, sell, lease, or otherwise dispose of its interest in a nuclear facility; and

(xxv) Entering into any agreement or arrangement to do any of the above.

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Section 7.3 Officers.

(a) Election, Tenure and Removal of Officers. The officers shall be elected by the Board of Directors. Where this Agreement provides that the holder of a particular office is to be nominated by one Member, any person elected to such office must have been nominated by such Member. An officer shall serve until his death, resignation or removal. All officers or agents of the Company may be removed at any time by the Board of Directors. The removal of an officer or agent does not prejudice any of his contract rights. The Board of Directors (or any committee or officer authorized by the Board of Directors) shall fill a vacancy which occurs in any office subject to the nomination rights of a Member specified in this Agreement.

(b) Executive Officers. The Company shall have a President who shall be the Chief Executive Officer (the “CEO”) and who shall be a U.S. citizen, a Secretary, a Treasurer, a Chief Nuclear Officer and such other officers as the Board of Directors may deem necessary for the conduct of the business and affairs of the Company. A person may hold more than one office in the Company.

(c) Chairman of the Board. The Chairman of the Board and anyone who acts for him must be a U.S. citizen. The Chairman shall be designated by Constellation from among the Directors appointed by Constellation and shall preside at all meetings of the Board of Directors at which he shall be present. He shall have such powers as are from time to time assigned to him by the Board of Directors. Notwithstanding the prior sentence, the Chairman’s primary duties will include overseeing relationships with U.S. Governmental Authorities and other key relationships, reviewing corporate communications and providing an interface with the public. In connection with the latter functions, the Chairman shall make reasonable efforts, taking into account the urgency of the matter, to inform and consult with the Board of Directors with regard to corporate communications and public interface activities involving sensitive matters. In the event of a deadlock of the Board of the Directors, the Chairman shall have a casting (deciding) vote on the following matters:

(i) Any matter that, in view of U.S. laws or regulations, requires or makes it reasonably necessary to assure U.S. control;

(ii) Any matter relating to nuclear safety, security or reliability, including, but not be limited to, the following matters:

(1) implementation or compliance with any NRC generic letter, bulletin, order, confirmatory order, or similar requirement issued by the NRC;

(2) prevention or mitigation of a nuclear event or incident or the unauthorized release of radioactive material;

(3) placement of the plant in a safe condition following any nuclear event or incident;

(4) compliance with the Atomic Energy Act, the Energy Reorganization Act, or any NRC rule;

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(5) the obtaining of or compliance with a specific license issued by the NRC and its technical specifications; and

(6) compliance with a specific Final Safety Analysis Report, or other licensing basis document; provided, that the Chairman shall not exercise the casting vote in connection with any matter specified in this Section 7.3(c)(ii) to implement an option that is less likely to promote safety than that being proposed by the EDFD Directors;

(iii) Any decision relating to U.S. regulatory strategy or the relationship with the NRC consistent with Section 7.8;

(iv) The adoption of any charter, any change in the authority or composition, or any matter relating to compensation, of the NAC, provided that such change does not alter the non-voting advisory nature of the NAC;

(v) Any settlement or compromise of a claim in excess of $10 million but not in excess of $30 million in connection with a dispute (whether or not involving litigation) involving a U.S. or Canadian Governmental Authority, provided that such settlement or compromise does not involve (1) an agreement to a consent decree or agreement materially restricting and decreasing the value of the lawful business of the Company, or (2) an admission of criminal liability on the part of the Company or any of its Subsidiaries;

(vi) Any other issue reasonably determined by the Chairman in his prudent exercise of discretion to be an exigent nuclear safety, security or reliability issue; and

(vii) Staffing of key executive officer positions of the Company, and upon any vacancy in the office of CEO, consideration of the second candidate nominated for such position under Section 7.2(j);

and, notwithstanding 7.2(g), any such action approved pursuant to this Section 7.3(c) shall constitute an action of the Board of Directors. The Chairman’s casting vote shall not apply to any Tax matters.

(d) CEO. The CEO shall be a U.S. citizen. In the absence of the Chairman of the Board, the CEO shall perform all duties of the Chairman of the Board but shall not have a vote other than any vote he may have if he is otherwise a Director. The CEO shall have the power and authority to operate the Company on a day-to-day basis within the broad parameters set forth in the Annual Budget and Strategic Plan, including the ability to sign contracts and take other actions within the scope typically granted to a CEO of a business enterprise. The CEO may sign and execute, in the name of the Company, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated to some other officer or agent of the Company; and, in general, he shall perform all duties incident to the office of a president of a corporation, and such other duties as are from time to time assigned to him by the Board of

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Directors. The CEO shall be responsible, in consultation with the Chief Nuclear Officer, for appointing key executive officers at each Licensed Subsidiary, in accordance with Section 7.9. The CEO (including any successor CEO) shall be appointed by the Board of Directors and may be removed only by the Board of Directors.

(e) Vice Chairman of the Board. The Vice Chairman shall be designated by the EDFD Directors and shall have such powers and duties as may be assigned to him by the Board of Directors. In no event shall the Vice Chairman have a casting (deciding) vote.

(f) Vice Presidents. Each Vice President, if one is appointed, shall have such powers and duties as may be assigned to him by the Board of Directors or the Chairman of the Board. A Vice President may be designated by the Board of Directors or the Chairman of the Board to perform, in the absence of the CEO, all the duties of the CEO.

(g) Secretary. The Secretary shall attend all meetings of the Board of Directors and shall notify the Directors of such meetings in the manner provided in this Agreement. He shall record the proceedings of all such meetings in books kept for that purpose. He shall have such other powers and duties as may be assigned to him by the Board of Directors or the Chairman of the Board, as well as the specific powers assigned by this Agreement.

(h) Treasurer. The Treasurer shall have the care and custody of the funds and valuable papers of the Company, and shall receive and disburse all monies in such manner as may be prescribed by the Board of Directors or the Chairman of the Board. He shall have such other powers and duties as may be assigned to him by the Board of Directors or the Chairman of the Board, as well as the specific powers assigned by this Agreement.

(i) Assistant Officers. Each assistant officer can act in the place of the person holding the office to which his position relates and perform all of the duties of such officer, consistent with Applicable Law. In addition, he shall have such powers as are from time to time assigned to him by the person holding the office to which his position relates, the CEO, the Chairman of the Board or the Board of Directors.

(j) Chief Nuclear Officer. The Chief Nuclear Officer of the Company shall be a U.S. Citizen (not a dual national). The Chief Nuclear Officer shall be responsible for operation of the Licensed Facilities of the Company and its Subsidiaries. The Chief Nuclear Officer shall report directly to the CEO.

(k) Compensation. Subject to the limitations of the Annual Budget, officers of the Company (other than the CEO) shall receive such compensation as shall be determined by the CEO after consultation with the compensation committee. Subject to the limitations of the Annual Budget, the CEO and any independent Directors shall receive such compensation as shall be determined by the Board of Directors (after receiving a recommendation from the compensation committee).

(l) Paramount Responsibility of Certain Officers. The Chairman of the Board of Directors, the Company’s CEO and the Company’s Chief Nuclear Officer shall have the responsibility and authority to ensure, and shall ensure, that the business and activities of the

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Company and its Subsidiaries with respect to its Licensed Facilities are at all times conducted in a manner consistent with the protection of the public health and safety and common defense and security of the United States.

Section 7.4 Budget and Strategic Plan.

(a) Annual Budget and Strategic Plan. The initial annual operating budget for the Company for the year in which the execution of this Agreement occurs shall be the budget as in effect at such time, which is attached hereto as Exhibit B. In the absence of contrary direction from the Board of Directors, the CEO shall present to the Board, no later than the fourth quarter of each Fiscal Year (beginning in the year of the execution of this Agreement), (i) an annual operating budget for the Company for the following fiscal year (the “Annual Budget”), (ii) an operating and capital expenditures budget for the Company for the following three Fiscal Years (a “Three-Year Budget”), and (iii) a strategic business and operating plan for the following three years (a “Strategic Plan”), for the Company, its Subsidiaries and its Investee Companies for review and approval by the Board. The Board will seek to approve the Annual Budget, the Three-Year Budget and the Strategic Plan, in accordance with the requirements of Section 7.2(j)(i), no later than the end of the calendar year with respect to the following year’s budgets and Strategic Plan.

(b) Provisional Budget. If a proposed Annual Budget is not adopted by the Board of Directors prior to the end of a fiscal year, then the Annual Budget previously approved by the Board for the preceding Fiscal Year shall remain in effect, after giving effect to any dispositions or other material changes to the assets of the Company or any of its Subsidiaries during such Fiscal Year (the “Provisional Budget”). Any items of the proposed Annual Budget that have been approved will become operative. If the Board of Directors adopts an Annual Budget prior to the end of such Fiscal Year, such Annual Budget shall then become effective.

(c) A Provisional Budget shall be adjusted automatically for the following (to the extent it does not already incorporate such item): (i) the budgeted amount for any expenditures over which the Company, its Subsidiaries and its Investee Companies have little or no control, such as real property Taxes, insurance premiums, utility charges, interest and principal due on then-existing indebtedness entered into in accordance with terms of this Agreement and amounts payable pursuant to the terms of then-existing contracts by which the Company, its Subsidiaries and relevant Investee Companies are bound (collectively, “Non-Controllable Items”) shall be the amount required to pay such items, and (ii) the budgeted amount for recurring capital expenditures and any other items of expense that are not Non-Controllable Items shall be the applicable amount set forth in the then most recently approved Annual Budget or, if not represented in the Annual Budget, in the Three-Year Budget, such amounts in (ii) above being adjusted for changes in inflation as reflected in the appropriate price index for such item and/or locale.

(d) The Company and its Subsidiaries may make any expenditures that are consistent with the Annual Budget or the Provisional Budget.

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(e) Notwithstanding the vote required to approve the Annual Budget, Three-Year Budget and Strategic Plan as set forth in Section 7.2(j)(ii), to the extent a Special Matter has been unanimously approved by the Board of Directors pursuant to Section 7.2(j), the Annual Budget, Three-Year Budget and Strategic Plan shall be considered to have been revised accordingly.

Section 7.5 Nuclear Advisory Committee. The Nuclear Advisory Committee (the “NAC”) shall serve the Company in a non-voting advisory capacity, shall report to and provide transparency to the NRC and other U.S. Governmental Authorities regarding foreign ownership and control of nuclear operations. The NAC shall be composed of U.S. citizens who are not officers, directors or employees of the Company, EDFD or Constellation and shall be appointed by the Board of Directors. Members of the NAC shall be appointed for a term of two years, at the end of which they shall be reappointed or replaced by the Board of Directors. The initial members of the NAC shall be composed of the individuals who, as of the date hereof, serve on the Advisory Committee of Unistar Nuclear Energy, LLC pursuant to the Unistar Nuclear Energy, LLC Operating Agreement, dated as of July 20, 2007, by and among Constellation, EDFD and Unistar Nuclear Energy, LLC. At least annually, the NAC shall prepare a report and supporting documentation to be delivered to the Board of Directors, which report shall advise the Company as to whether additional measures should be taken to ensure that the Company is in compliance with U.S. laws and regulations regarding foreign domination or control of nuclear operations and that a decision of a foreign government could not adversely affect or interfere with the reliable and safe operation of any nuclear assets of the Company, its Subsidiaries or Affiliates. In connection with its duties, the NAC shall have the power and authority, at the Company’s reasonable expense, to retain outside consultants, lawyers and accountants, delegate matters to Company personnel and otherwise do such other acts as are reasonably necessary or advisable to carry out its duties hereunder. The Board of Directors may at reasonable times and upon reasonable cause request the NAC to provide a justification or explanation regarding the expenses of the NAC. The Board of Directors will have direct access to the NAC regarding issues pertaining to foreign ownership and control of the Company. The NAC will advise on and recommend appropriate additional policies to prudently assure the Company’s continued compliance with provisions of U.S. law and regulations regarding (i) nuclear security plans, including physical security and cyber security; (ii) screening of nuclear personnel; (iii) protection of critical nuclear infrastructures; and (iv) U.S. export regulations.

Section 7.6 Existing Nuclear Plant Subsidiaries. Each Licensed Subsidiary will have a board of directors appointed by the Board of Directors of the Company in accordance with Section 7.9. The Board of Directors of each Licensed Subsidiary shall be appointed in accordance with Section 7.2(j).

Section 7.7 Liability and Indemnification.

(a) Liability for Certain Acts. Each Director and officer shall perform his duties (i) in good faith; (ii) in a manner the person reasonably believes to be in the best interests of the Company and (iii) with such care as an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding the foregoing, (1) Directors may vote or consent in accordance with the direction of the Member appointing them, and shall not be held liable to the Company or any Member for a breach of any obligation to the Company or a Member when acting in accordance with any such directions and (2) the Directors and officers shall not be liable to the Company or any Member for any action taken or omission in

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managing the business or affairs of the Company if the Directors and officers have the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to them by the Agreement. In performing his duties, a Director or officer shall be entitled to rely on any information, opinion, report, or statement, including any financial statement or other financial data, prepared or presented by (x) any officer (in the case of a Director) or any other officer (in the case of an officer) or any employee of the Company whom the person reasonably believes to be reliable and competent in the matters presented; (y) a lawyer, certified public accountant, or other person, as to a matter which the person reasonably believes to be within such person’s professional or expert competence; or (z) with respect to a Director only, a committee of the Board of Directors on which the Director does not serve, as to a matter within the committee’s designated authority, if the Director reasonably believes the committee to merit confidence. However, a Director or officer will not be acting in good faith if he has any actual knowledge concerning the matter in question which would cause such reliance to be unwarranted.

(b) Members. The Members shall not be engaged in the management of the Company, and shall not be liable to the Company for any loss or damage sustained by the Company except for (i) any loss or damage resulting from intentional misconduct or knowing violation of Applicable Law, or (ii) liability for any breach of this Agreement. To the fullest extent provided by law, no Member shall have any fiduciary duty, duty of care or any other duty to any other Member or to the Company; provided, however, that the foregoing shall not limit any Member’s obligation under or liability for breach of the express terms of this Agreement or the Master Agreement. The Members shall be entitled to rely on information, opinions, reports or statements, including but not limited to financial statements or other financial data, prepared or presented by any Director, officer or any employee of the Company whom the person reasonably believes to be reliable and competent in the matters presented, or any lawyer, certified public accountant, or other person, as to a matter which the person reasonably believes to be within such person’s professional or expert competence.

(c) Indemnification.

(i) The Company shall indemnify, advance expenses and hold each Director, each officer and each member of the NAC harmless against any and all claims, actions, demands, costs, expenses (including attorneys fees), damages and losses as a result of any allegation, claim or proceeding relating to any act, decision or omission concerning the activities of the Company and/or the authority granted such person pursuant to this Agreement, except for fraud. The Board of Directors may cause the Company to indemnify and advance expenses to other employees and agents of the Company to the same or to a lesser extent as indemnification is provided to the Directors, officers and members of the NAC. Any indemnification and advancement of expenses provided by the Company shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the person entitled to indemnification.

(ii) The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled.

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(iii) The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time this Agreement, resolutions or contracts implementing such provisions and to provide for any further indemnification arrangements as may be permitted by law. No amendment of this Agreement or repeal of any of its provisions shall limit or eliminate the right to indemnification or advancement of expenses provided hereunder with respect to any act or omission occurring prior to such amendment or repeal. The Company may, if the Board of Directors deems it appropriate in its sole discretion, obtain insurance for the benefit of the Board of Directors and the officers, employees and agents of the Company.

(iv) Notwithstanding anything to the contrary contained herein, no person serving as a Director, officer or member of the NAC shall be liable to the Company or any Member for money damages except to the extent that (1) it is proved that the person actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (2) a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. No amendment of this Agreement or repeal of any of its provisions shall limit or eliminate the limitation on liability for money damages provided to Directors, officers and members of the NAC hereunder with respect to any act or omission occurring prior to such amendment or repeal.

(v) Notwithstanding anything to the contrary contained herein, the advancement of expenses to any Person shall be conditioned upon the Person seeking such advancement providing the Company (1) a written affirmation that the Person has a good faith belief that the standard of conduct necessary for indemnification as provided in this Section 7.7 has been met and (2) a written undertaking to repay the amount advanced if it is ultimately determined that the standard of conduct was not met.

Section 7.8 Member Approvals. The following actions will require approval by written consent of each Member in addition to any approval required of the Board of Directors:

(a) Approval of any amendment to this Agreement other than amendments expressly permitted to be made by the Board of Directors pursuant to this Agreement;

(b) Transfer of a Membership Interest (except as expressly permitted by this Agreement) or the admission of any Person as a Member (except for a transferee pursuant to a transfer expressly permitted by this Agreement);

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(c) Approval of any amendment to the Company’s Articles of Organization; and

(d) Except as provided in this Section 7.8, no act of the Company requires the unanimous consent of the Member. Accordingly, except as provided in this Section 7.8, wherever the Act would otherwise require unanimous consent of the Members to approve or take any action, such consent shall not be required.

Section 7.9 Staffing.

(a) Non-Discrimination Policy. The Members acknowledge that U.S. law and policy require that certain activities of the Company remain under the control and management of U.S. citizens and direct that the Company at all times comply with such foreign ownership, control or influence limitations as have been established by U.S. law, regulation or agreement with any Governmental Authority. Without in any way diminishing the foregoing, it shall be the policy of the Company to endeavor, to the maximum extent possible consistent with the foregoing, to permit the involvement of Directors, executive officers, officers and other personnel appointed, seconded, assigned or nominated by EDFD or any of its Affiliates in accordance with this Agreement, the assignment and secondment agreement or the technical services agreement to a position with the Company or a Subsidiary of the Company, without regard to nationality. This policy shall be subject to such exceptions as may be necessary or appropriate to avoid even an appearance of foreign control or influence over such additional areas of the Company’s business deemed sensitive by U.S. Governmental Authorities, but such exceptions shall be subject to approval by the Board of Directors.

(b) Appointment of Employees. Each Member will agree to contribute adequate staff for the management of the Company, its Subsidiaries and Investee Companies in accordance with the Member’s special competencies, capabilities, the requirements of Applicable Law, the regulatory strategy of the Company and other agreements.

Section 7.10 Governance of Subsidiaries. Except as determined in accordance with Section 7.2(j)(vi) and Section 7.6, the agreements regarding organization, management and governance with respect to Subsidiaries and the responsibilities of the Members with respect thereto shall be substantially equivalent to those of the Company, with appropriate changes to reflect their positions as Subsidiaries of the Company.

Section 7.11 Events of Default. Upon an Event of Default, the non-Defaulting Member (the “Non-Defaulting Member”) may elect to transfer all or any portion of its membership interests in the Company without regard to the requirements of Section 9.3.

Section 7.12 Delegation of Financial Authority. The Company and its Subsidiaries shall implement and operate pursuant to a written delegation of financial authority (“DOFA”) policy, which shall be reviewed and approved periodically by the Audit Committee of the Board of Directors.

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ARTICLE VIII

TAX MATTERS AND CAPITAL ACCOUNTS

Section 8.1 Tax Treatment. For U.S. federal income Tax purposes, pursuant to Revenue Ruling 99-5, the sale by Constellation to EDFD of the Designated Interest is treated as the purchase by EDFD of 49.99% of the assets of the Company, immediately followed by a contribution by EDFD and Constellation of their respective interests in those assets to the Company in exchange for membership interests in the Company. Each of the Members intends for its initial capital contribution to the Company to qualify as a tax-free contribution pursuant to Section 721 of the Code. Upon such initial capital contribution, the Company will be treated as a partnership for U.S. federal income Tax purposes, and neither the Company nor either Member shall take any action or position that is inconsistent with such classification.

Section 8.2 Tax Returns and Information.

(a) The Board of Directors shall cause to be prepared at the expense of the Company and shall timely file or cause to be filed all required and necessary Tax or information returns and all other filings for the Company which shall be prepared by a nationally recognized accounting firm prepared in accordance with Applicable Law. The Board of Directors shall cause, at the expense of the Company, to be provided to each Member a copy of any Tax return or other information statement reasonably required by such Member, including IRS Schedule K-1 within ninety (90) Days after the end of the Fiscal Year (or as soon as reasonably practicable thereafter) in order to properly comply with its Tax filing requirements and shall cause to be provided to each Member all other information as may be reasonably requested by such Member in order to enable such Member (or the holder of a direct or indirect interest therein) to comply with its Tax obligations, including without limitation copies of notices from Tax authorities and other Tax-related information received by the Company. In addition, the Company shall cause to be prepared any filings, applications or elections necessary to obtain any available exemption from, or refund of, any material withholding or other Taxes imposed by any non-U.S. (whether sovereign or local) Taxing authority with respect to amounts distributable to the Members pursuant to this Agreement, to the extent the Company can do so without unreasonable effort or expense. Each Member agrees that it will cooperate with the Company in making any such filings, applications or elections to the extent the Company determines that such cooperation is necessary or desirable. If either Member must make any such filings, applications or elections directly, the Company, at the request of such Member shall provide such information and take such other action as may reasonably be necessary to complete or make such filings, applications or elections, to the extent the Company can do so without unreasonable effort or expense. The Company shall distribute any amounts received as refunds of such non-U.S. Taxes to the Members in respect of which such non-U.S. Taxes were imposed. Any refunds of such non-U.S. Taxes received by the Company or a Member shall be treated as an additional distribution pursuant to Section 6.1 unless such amounts were already treated as having been distributed to such Member. In the event that a Member makes a request for a refund of non-U.S. Taxes previously paid by such Member or the Company, a copy of the request shall be sent by the Member to the Company.

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(b) The Company shall deliver to EDFD and Constellation a draft IRS Form 1065 and drafts of any other state income Tax returns, 30 days prior to the date on which the relevant return is to be filed (including extensions). Each of EDFD and Constellation shall have the right within 15 days of receipt of the draft return to deliver a notice (an “Objection Notice”) to the Company stating that EDFD, or Constellation (as may be the case) objects to any information contained on or omitted from any draft Company tax return and setting forth an alternative treatment of the item or items disputed. If EDFD or Constellation files an Objection Notice, the Board of Directors shall negotiate in good faith to resolve the item or items disputed. If EDFD or Constellation (as the case may be) and the Board of Directors fail to resolve any disputed item, the Company shall file the Company Tax Return in a manner consistent with the draft Company Tax Return provided to EDFD and Constellation.

Section 8.3 Tax Matters Partner and Elections.

(a) The Members agree and consent that Constellation may, on behalf of the Company, at any time, and without further notice to or consent from either Member act as the tax matters partner within the meaning of Section 6231(a)(7) of the Code for U.S. Federal income, state or local tax purposes.

(b) All material Tax decisions and other matters not specifically and expressly provided for by the terms of this Agreement concerning accounting procedures and the allocation of profits, gains, deductions, losses and credits among the Members (including, but not limited to, elections under Section 754 of the Code, or special allocations under Section 704(c) of the Code), shall be determined by the Board of Directors in good faith. Such determinations made in good faith by the Board of Directors shall, in the absence of manifest error, be final as applied to all Members. The Tax Matters Partner shall, after any such determinations are made, file any elections or forms or documents with the IRS in accordance with these determinations, and shall otherwise take reasonable action with respect to any remaining Tax matters as may from time-to-time be required or advisable under the Treasury Regulations or other Applicable Law.

Section 8.4 Capital Accounts.

(a) “Capital Account” means, with respect to any Member, the Capital Account the Company shall maintain for such Member in accordance with the following provisions:

(i) Each Member’s Capital Account shall be increased by the amount of any money and the Gross Asset Value of any other property contributed to the Company by such Member (net of liabilities secured by contributed property that the Company is considered to assume or take subject to under Section 752 of the Code), as may be adjusted pursuant to a revaluation, as well as any Net Income allocated to such Member pursuant to this Section 8.4 and the amount of any Company liabilities assumed by such Member or secured by any Company assets distributed to such Member.

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(ii) Each Member’s Capital Account shall be decreased by the amount of money and the Gross Asset Value of any other Company property distributed to such Member pursuant to any provision of this Agreement, any Net Losses allocated to such Member pursuant to this Section 8.4 (including the Member’s share of expenditures described in Section 705(a)(2)(B) of the Code) and the amount of any liabilities of such Member assumed by the Company.

(iii) In the event any Member’s Membership Interest (or portion thereof) is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of such Member to the extent such Capital Account relates to the transferred Membership Interest (or portion thereof) and the Company’s Net Income and Net Loss shall be allocated between the transferor and the transferee on a basis consistent with applicable requirements under Section 706 of the Code; provided that no allocation agreed to between the transferor and the transferee shall be effective unless (A) the transferor and the transferee shall have given the Company written notice, prior to the effective date of such Transfer, stating their agreement that such allocation shall be made on a certain basis consistent with the applicable requirements under Section 706 of the Code, (B) the Tax Matters Partner shall have consented, in its sole discretion, to the manner the transferor and transferee have agreed to with respect to such allocation and (C) the transferor and the transferee shall have agreed to reimburse the Company for any incremental accounting fees and other expenses incurred by the Company in making such allocation.

(b) For Capital Account purposes, after giving effect to the special allocations required by this Agreement (including pursuant to Sections 6.3, 8.4(e), (f), (g), and (h), if any, Net Income and Net Loss of the Company for each Fiscal Year (or shorter tax accounting period selected by the Tax Matters Partner or as required by law) shall be allocated among the Members, based on their Percentage Interest.

(c) For U.S. federal, state and local income Tax purposes, items of income, gain, loss, and deduction shall be allocated to the Members in accordance with the allocations of the corresponding items for Capital Account purposes under this Section 8.4, except that each Member’s allocable share of each item of income, gain, loss and deduction shall be adjusted to reflect the difference between such Member’s share of the adjusted tax basis and the Gross Asset Value of each of the Company assets, and the Board of Directors shall specially allocate any adjustments pursuant to Section 482 of the Code, if any, to the Members that may be subject to such potential adjustments. The adjusted Tax basis and the Gross Asset Value (for the Company) of the Initial Capital Contributions of the Company assets are indicated in Exhibit A (as it may be amended or supplemented from time-to-time). The Company shall elect to use the “Traditional Method” of making tax allocations described in Treasury Regulations Section 1.704-3 with respect to Company assets, unless the Board of Directors elects otherwise. This provision is intended to comply with the requirements of Section 704(c) of the Code, the Treasury Regulations thereunder, and Treasury Regulations Section 1.704-1(b)(4)(i) and shall be interpreted as in conformity therewith. Credits (including without limitation credits under Section 45J of the Code) shall be allocated among the Members in accordance with their respective Percentage Interests.

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(d) The provisions of this Section 8.4 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with the rules of Treasury Regulations Section 1.704 and shall be interpreted and applied in a manner consistent with such Regulations. The Board of Directors shall be authorized to make appropriate amendments to the allocations of items pursuant to this Section 8.4 if necessary in order to comply with Section 704 of the Code or applicable Treasury Regulations thereunder.

(e) In the event the Company incurs any nonrecourse liabilities within the meaning of Treasury Regulations Section 1.704-2(b)(3), income and gain shall be allocated in accordance with the “minimum gain chargeback” provisions of Sections 1.704-1(b)(4)(iv) and 1.704-2 of the Treasury Regulations.

(f) In the event either Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate as quickly as possible any deficit balance in its Capital Account in excess of that permitted under Section 8.4(g) created by such adjustments, allocations or distributions. Any special allocations of items of income or gain pursuant to this Section 8.4(f) shall be taken into account in computing subsequent allocations pursuant to this Section 8.4 so that the net amount of any items so allocated and all other items allocated to each Member pursuant to this Section 8.4 shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Section 8.4 if such unexpected adjustments, allocations or distributions had not occurred.

(g) Notwithstanding any provision set forth in this Section 8.4, no item of deduction or loss shall be allocated to a Member to the extent the allocation would cause a negative balance in such Member’s Capital Account (after crediting to such Capital Account any amounts that such Member is deemed to be obligated to restore pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and after taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the amount that such Member would be required to reimburse the Company pursuant to this Agreement or under Applicable Law. In the event either but not both of the Members would have such excess Capital Account deficits as a consequence of such an allocation of loss or deduction, the limitation set forth in this Section 8.4(g) shall be applied on a Member by Member basis so as to allocate the maximum permissible deduction or loss to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. In the event any loss or deduction shall be specially allocated to a Member pursuant to either of the two preceding sentences, an equal amount of income of the Company shall be specially allocated to such Member prior to any allocation pursuant to Section 8.4(b).

(h) Any partner “nonrecourse deductions” within the meaning of Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(b)(4) shall be allocated as provided in the applicable Treasury Regulations.

(i) The Capital Accounts of the Members may be adjusted at the Board of Director’s discretion in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to reflect the fair market value of Company property (i) whenever a Membership Interest in the

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Company is relinquished to the Company, (ii) whenever a new or existing Member acquires an interest in the Company in exchange for more than a de minimis Capital Contribution, (iii) upon any termination of the Company within the meaning of Section 708 of the Code, and (iv) when the Company is liquidated pursuant to Article XI, and shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e) in the case of a distribution of any property (other than cash) to a Member.

Section 8.5 Consistent Tax Treatment. Each Member agrees that without the prior written consent of the Company, approved by the Board of Directors, it shall not (i) treat on its own income Tax returns or any other Tax-related filings, any item of income, gain, loss, deduction or credit relating to its Membership Interests in a manner inconsistent with the terms of this Agreement or the treatment of such items by the Company as reflected on the Tax return or other information statements furnished to such Member pursuant to Section 5.4 hereof, or (ii) file any claim for a refund relating to any such item based on, or which would result in, such inconsistent treatment, or take any other inconsistent action (an “Inconsistent Position”). Notwithstanding the foregoing sentence, a Member shall be allowed to take an Inconsistent Position, if (i) it obtains a written opinion from nationally recognized counsel approved by the Company that the treatment adopted by the Company is not consistent with law, (ii) notifies the Company in writing in advance and attaches a copy of such opinion to such notice, and (iii) discusses its position in good faith with the Company. Nothing in this Article VIII shall limit the ability of either Member to take any position in its individual capacity relating to any audit or other administrative proceedings of Company matters that is left to the determination of any individual Member under the Code or under any similar state or local provision.

ARTICLE IX

TRANSFER OF MEMBERSHIP INTERESTS

Section 9.1 Restrictions Applicable to All Transfers by the Members.

(a) Each Member agrees with the other Member and the Company that such Member shall not Transfer to any Person (a “Transferee”) all or any portion of its Membership Interests except as hereinafter expressly permitted in this Article IX (each such permitted Transfer, a “Permitted Transfer”), provided, however, that this Section 9.1, Section 9.2 and Section 9.3 shall not apply to a Transfer resulting from a Change of Control of Constellation or of Électricité de France, S.A.or Transfers of capital stock or other equity interests of Constellation or of Électricité de France, S.A. Any purported Transfer of Membership Interests other than a Permitted Transfer shall be null and void.

(b) No Member shall Transfer any of its Membership Interests at any time unless such action would not:

(i) constitute a violation of any Applicable Laws of any jurisdiction or a breach of the conditions to any exemption from registration of securities under any Applicable Law or a breach of any undertaking or agreement of such Member entered into pursuant to any Applicable Law or in connection with obtaining an exemption thereunder;

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(ii) affect the Company’s existence or qualification as a limited liability company under the Act or any other Applicable Law that is or might be applicable to the Company;

(iii) in the opinion of nationally recognized counsel, render the Company a publicly traded partnership under Sections 7704 or 469 of the Code, or otherwise cause it to be an association taxable as a corporation for U.S. federal income Tax purposes; or

(iv) cause the Company to be terminated under Section 708(b)(1)(B) of the Code (unless this restriction is waived by the other Member).

(c) Each Transferee of Membership Interests that is not already a Member shall execute, and deliver to each Member and the Company, a counterpart of this Agreement. Each such Transferee of Membership Interests shall thereafter be deemed to be a Member hereunder and shall have the benefit of, and be subject to, all of the rights, obligations and limitations with respect to such Transferred Membership Interests (including the restrictions on Transfers set forth in this Article IX) to the same extent as the transferring Member under this Agreement; provided, that in the event of a Transfer by a Member to an Affiliate (whether or not a Permitted Transferee), such Member shall not be relieved of its obligations hereunder unless the Transfer has been approved by the Company and the other Member. With respect to Transfers to Affiliates, no such Transfer shall be effective unless, as a condition to the Transfer, such Affiliate agrees that it will not cease to be an Affiliate of such Member, unless prior to ceasing to be an Affiliate, such Affiliate Transfers to such Member or another Affiliate thereof all of the Membership Interests then owned by such Affiliate.

(d) No Transfer of Membership Interests hereunder shall release the transferring Member from any liability or obligation it may have hereunder with respect to liabilities and obligations incurred prior to the date of such Transfer or with respect to Membership Interests that it continues to own after the date of such Transfer.

(e) Each certificate, if any, evidencing any Membership Interests owned by either Member on the date hereof, or hereafter acquired by either Member, shall contain the following restrictive legend:

THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF CONSTELLATION ENERGY NUCLEAR GROUP, LLC, A MARYLAND LIMITED LIABILITY COMPANY, DATED AS OF [            ], COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF THE AFORESAID OPERATING AGREEMENT SHALL HAVE BEEN COMPLIED WITH IN FULL.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION; AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

In the event the requirement that all or any part of the restrictive legend above be placed upon a certificate has terminated, or in the event that the Board of Directors determines it is advisable to remove, replace or modify such restrictive legend (based on the advice of competent outside legal counsel), the Company shall provide each Member and any other Person that owns any such securities, at its request, without any expense (other than applicable transfer Taxes and similar governmental charges, if any), with new certificates, if any, for such securities of like tenor either (i) not bearing the legend with respect to which the restriction has ceased and terminated, and/or (ii) bearing such additional and/or modified restrictive legends as the Board of Directors determines advisable based on the above-mentioned legal advice.

Section 9.2 Permitted Transfers.

(a) At any time, a Member may Transfer its Membership Interests if the Transfer otherwise complies with the following terms and conditions:

(i) such Member shall have delivered a Transfer Notice in accordance with Section 9.3(a) (except in the case of a Transfer to a Permitted Transferee pursuant to this Section 9.2);

(ii) the Member delivering the Transfer Notice has complied with the right of first offer provisions in Section 9.3 and otherwise shall comply with Section 9.1;

(iii) such Transfer would not, in the reasonable view of the non-transferring Member, create a regulatory challenge or restriction that has the potential to materially disrupt operation of the Company or its Subsidiaries;

(iv) such Member and its Transferee execute, acknowledge, and deliver to the Company such instruments of Transfer and assignment with respect to such Transfer as are in form and substance reasonably satisfactory to the Company, including without limitation, the execution of this Agreement;

(v) the Company has determined, at such Member’s expense, that the Transfer would not violate Section 9.1(b);

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(vi) such Member provides the Company with the notification required by Code §6050K(c)(1); and

(vii) all costs and expenses incurred by the Company in connection with the Transfer of Membership Interests shall be paid by the transferring Member or by the Transferee.

(b) Notwithstanding anything in Section 9.2(a) to the contrary, a Member may Transfer all or any portion of its Membership Interests to Permitted Transferees of the Member at any time and without being subject to the right of first offer provisions in Section 9.3, but subject to compliance with clauses (a)(iii), (a)(iv), (a)(v) and (a)(vi) of this Section 9.2.

(c) In the event the conditions set forth in Section 9.2(a) above are not satisfied in connection with any Transfer subject thereto, the Transfer shall be null and void ab initio, the Company shall not recognize the attempted purchaser, assignee, or Transferee for any purpose whatsoever, and the Member attempting such Transfer shall have breached this Agreement, for which the Company and the other Members shall have all remedies available under Applicable Law. Each Member specifically acknowledges that a breach of this Article IX would cause the Company and the Member to suffer immediate and irreparable harm, which could not be remedied by the payment of money. In the event of a breach or threatened breach by a Member of the provisions of this Article IX, the Company or other Member shall be entitled to injunctive relief to prevent or end such breach. Nothing herein shall be construed to prevent the Company or other Member from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages, reasonable attorneys’ fees and expenses. A Transferee shall automatically be admitted as a Member of the Company with respect to the transferred Membership Interest upon consummation of the Transfer in compliance with this Article IX.

Section 9.3 Right of First Offer.

(a) Except in the case of a Transfer to a Permitted Transferee pursuant to Section 9.2, prior to the Transfer of Membership Interests, the Member proposing to Transfer all or any portion of its Membership Interest (the “Offering Member”) must deliver a Transfer Notice to the other Member at least sixty (60) Days but no more than ninety (90) Days prior to the proposed Transfer. The other Member shall have the option to purchase (or to designate a third party to purchase) all of the Membership Interests proposed to be Transferred for the cash purchase price set forth in the Transfer Notice and pursuant to the other terms and conditions set forth in this Agreement. The other Member shall have sixty (60) Days from receipt of the Transfer Notice in which to exercise its option to purchase (or to designate a third party to purchase) all of the Membership Interests pursuant to this Section 9.3(a) by providing written notice of exercise of the option to the Offering Member and to the Company.

(b) In the event that at the end of the sixty (60) Day period contemplated by Section 9.3(a), the other Member has not elected to purchase or (or to designate a third party to purchase) all of the Membership Interests proposed to be Transferred, then the Offering Member shall be free to consummate the transaction described in the Transfer Notice, provided that within sixty (60) Days after the end of the sixty (60) Day period contemplated by

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Section 9.3(a), a definitive agreement is executed for the sale of such Membership Interests, and the terms and conditions (including price) in such agreement are no more favorable to the purchaser than those set forth in the Transfer Notice. In the event a Member exercises the option to purchase (or to designate a third party to purchase) under Section 9.3(a), but such Member (or its designee, if applicable) fails to tender the required consideration at the closing, in addition to being entitled to complete the proposed transaction, the transferring Member shall have all rights and remedies against the other Member (and its designee, if applicable) available for breach of contract.

(c) The parties shall use their reasonable efforts to close any purchase under Section 9.3 as promptly as possible after (i) the other Member provides written notice of the exercise of its option under Section 9.3(a), or (ii) the Offering Member executes a definitive agreement as contemplated by Section 9.3(b), as applicable. At the closing, the Offering Member shall deliver to the purchaser an executed assignment of the subject Membership Interest satisfactory in form to counsel for the Company, and the purchaser shall deliver the purchase price in cash or immediately available funds. The Offering Member and the purchaser each shall execute and deliver such other documents as may reasonably be requested by the other. If the closing of any purchase by the other Member (or its designee, if applicable) under Section 9.3(a) does not occur within one year of the expiration of the sixty (60) Day period contemplated by Section 9.3(a), then the right to close on the purchase shall lapse and the Offering Member may sell the Membership Interests proposed to be Transferred in accordance with Section 9.3(b) (on terms and conditions (including price) no more favorable to the purchaser than those set forth in the Transfer Notice).

Section 9.4 Change of Control of a Member. If either Member should undergo a Change of Control, then the other Member may elect to transfer all or any portion of its Membership Interests in the Company without regard to the requirements of Section 9.3. In the event of a Change of Control of Constellation Energy Group, Inc., certain provisions of Article II and Article III of, and as specified in, the Amended and Restated Investor Agreement, dated as of             , 200  , by and between Électricité de France International, SA and Constellation Energy Group, Inc. shall terminate and shall be of no further force and effect, as provided for therein.

ARTICLE X

CERTAIN OBLIGATIONS OF THE COMPANY AND THE MEMBERS

Section 10.1 Preemptive Rights.

(a) If the Company offers to issue or sell any New Securities in accordance with Section 7.2(j)(vii), each Member shall have the right (exercisable for a period of not less than thirty (30) Days after notice to the other Member of the intent to issue such New Securities and the terms (including the minimum price) of such proposed issue (the “Preemptive Notice”)) to subscribe to all or any portion of such New Securities on the same terms and conditions and for the same price per New Securities as the Company proposes to issue or sell such New Securities. If both Members exercise this right, the purchase of New Securities shall be in such proportion as they agree, or failing an agreement, each shall have the prior right to purchase a pro-rata portion based on their Percentage Interests and a secondary right to purchase any New Securities not purchased by the other Member exercising its full prior right.

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(b) “New Securities” shall mean any direct equity or ownership interest of any kind in the Company, whether now or hereafter authorized, and rights, options or warrants to purchase such an interest, and securities of any type whatsoever that are, or may become, convertible into such an interest in the Company; provided, however, that “New Securities” shall not include:

(i) Equity or ownership interests issued in connection with the acquisition of another business entity or line of business of another business entity by the Company through merger, consolidation, purchase of all or substantially all of the assets, or other reorganization as a result of which the Company owns not less than 51% of the voting power of such entity; provided, that any dilution to the Membership Interests of the Members resulting from the issuance of such securities shall be borne by the Members, pro rata, in proportion to their Percentage Interests; or

(ii) Equity or ownership interests issued in connection with any recapitalization, reclassification or similar event by the Company; provided, that any dilution to the Membership Interests of the Members resulting from such recapitalization, reclassification or similar event shall be allocated among the Members, pro rata, in proportion to their Percentage Interests.

(c) Following the completion of the decision period for the Members to exercise their preemptive rights pursuant to this Section 10.1, the Company shall have the right, for a period of one hundred and eighty (180) Days, to sell any New Securities not purchased by the Members, on terms and conditions no more favorable to the purchaser than those specified in the Preemptive Notice, including with respect to the price per New Security. Thereafter, any issuance or reissuance of New Securities shall be subject to the provisions of this Section 10.1.

Section 10.2 Related Party Transactions.

(a) Subject to Section 7.2(j), to the extent either Member or an Affiliate of either Member provides assigned or seconded personnel or administrative services to the Company, such services shall be priced at Unburdened Cost.

(b) To support the operations of the Company in areas in which it needs additional resources, the parties shall negotiate in good faith the necessary agreements to govern the assignment and secondment of personnel employed by the Members to the Company and the provision of administrative services to the Company.

Section 10.3 Power Marketing. The Company shall market the capacity, energy and ancillary services generated by the nuclear generation facilities owned in whole or in part by the Company, its Subsidiaries and Investee Companies through Constellation’s established energy marketing Affiliate (“Constellation Marketing”) and shall evaluate alternative approaches to marketing of as set forth on Exhibit C.

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ARTICLE XI

CORPORATE OPPORTUNITIES AND NON-SOLICITATION

Section 11.1 Corporate Opportunities. Except as specifically provided in Unistar Nuclear Energy, LLC Operating Agreement, dated as of July 20, 2007, by and among Constellation, EDFD and Unistar Nuclear Energy, LLC, neither the Company nor any Member shall have any expectation or interest in any business opportunity that is presented to any of the Members or any of their respective officers, directors or employees or designees to the Board, unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in his or her capacity as a Company director or officer. Each of the Members and their Affiliates shall be expressly permitted to acquire and hold any debt securities or evidence of indebtedness issued by the Company or its Affiliates.

Section 11.2 Non-Solicitation. From and after the date hereof through the date such Member no longer owns any Membership Interests, and other than expressly set forth herein or in any ancillary agreement hereto, neither Member or its Affiliates shall, directly or indirectly, solicit, induce, encourage or attempt to persuade any employee of the Company, its Subsidiaries, the Members or their Affiliates (a) to leave his employment with the Company, its Subsidiaries, the Members or their Affiliates in order to become an employee, consultant or independent contractor to or for any other Person or (b) to terminate or adversely modify such employee’s relationship with the Company, its Subsidiaries, the Members or their Affiliates; provided, however, that this Section 11.2 shall not restrict an employer from publishing or posting open positions in the course of normal hiring practices that are not specifically sent to, or do not specifically target, employees of the Company, its Subsidiaries, the Members or their Affiliates.

ARTICLE XII

WITHDRAWAL, DISSOLUTION AND LIQUIDATION

Section 12.1 No Right of Withdrawal; No Interest.

(a) Except as otherwise provided herein, no Member shall have the right to withdraw from the Company or to demand or to receive the return of all or any part of its Capital Account. In the event a Member withdraws in violation of this Section 12.1(a), such Member hereby agrees that such withdrawal will constitute a breach of this Agreement and such Member also agrees that the Company, in addition to any remedies otherwise available to the Company, may offset any damages due to such breach against any amounts otherwise distributable to such Member. Subject to the foregoing, upon withdrawal by any Member, such Person shall not be entitled to receive any monies or property for its Membership Interest and the withdrawn Member or the successor to the withdrawn Member shall be deemed to be an assignee of the withdrawn Member under Sections 4A-603 and 4A-604 of the Act.

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(b) Except as otherwise provided herein, no interest shall be paid to either Member in respect of its Capital Contribution or Capital Account balance. Except as otherwise provided in this Agreement, no Member shall be entitled or permitted to withdraw any Capital Contributions or any money or other property from the Company without the written consent of the Board of Directors which consent may be withheld for any reason or for no reason. If circumstances require a return of any capital, no Member shall have the right to receive property other than cash, unless otherwise specifically agreed in writing by the Board of Directors at the time of such distribution.

Section 12.2 Terminating Event.

(a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Terminating Event with respect to a Member, the Member shall immediately notify the Company, and the Company, for one hundred and twenty (120) days after it first learns of such Terminating Event, may elect to purchase (the “Repurchase Election Period”) such Member’s entire Membership Interest in the Company (the “Withdrawal Interest”) from such Member or such Member’s legal or personal representative(s) or successor(s) (as applicable) (individually and collectively, the “Withdrawn Member”) for a price equal to the Fair Market Value of the Withdrawal Interest (the “Redemption Price”). If the Company timely makes that election, the Company shall purchase from the Withdrawn Member, and the Withdrawn Member shall sell to the Company, the Withdrawal Interest at the Redemption Price and on the terms set forth in the next paragraph. If the Company does not elect to purchase the Withdrawal Interest at the Redemption Price and on the terms set forth in the next paragraph, then, unless the Board of Directors determines otherwise, the Withdrawn Member, effective as of the occurrence of the Terminating Event, shall be and shall only have the rights of an unadmitted assignee under Section 4A-603 and Section 4A-604 of the Act.

(b) The closing for any sale of a Withdrawal Interest of a Withdrawn Member, and purchase by the Company, shall take place at the Company’s principal office on the tenth Business Day following the end of the Repurchase Election Period. At the closing, (i) the Withdrawn Member shall assign and transfer to the Company all right, title, and interest in and to the Withdrawal Interest (free and clear of all liens and encumbrances) and shall execute and deliver to the Company such other and further assurances as the Board of Directors may reasonably require to transfer to and vest the Withdrawal Interest in the Company, and (ii) the Company shall pay the Redemption Price in cash.

Section 12.3 Dissolution. The Company shall be dissolved and its affairs wound upon the occurrence of any of the following events:

(a) upon a sale or condemnation of all or substantially all of the equity securities or the assets of the Subsidiaries of the Company and the receipt of cash consideration therefor;

(b) upon an affirmative vote of the Board of Directors in accordance with Section 7.2(j)(xii);

(c) upon the appointment of a trustee, custodian or other similar receiver for the Company or the occurrence of a Bankruptcy Event with respect to the Company;

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(d) the filing by the last remaining Member of a petition in bankruptcy, the occurrence of any other Bankruptcy Event with respect to such last remaining Member or the termination of the legal existence of the last remaining Member;

(e) at any time that there are no Members of the Company, unless the business of the Company is continued without dissolution in a manner permitted by the Act; or

(f) upon the entry of a decree of judicial dissolution of the Company pursuant to the Act.

Section 12.4 Winding Up.

(a) Upon dissolution pursuant to Section 12.3, the Board of Directors shall proceed as promptly as practicable to wind up the affairs of the Company and distribute the assets thereof or appoint one or more liquidating trustees to do so; provided, that the assets of the Company shall be liquidated in an orderly and businesslike manner so as not to obtain less than fair market value therefor. The appointment of any one or more liquidating trustees may be revoked, or a successor or additional liquidating trustee(s) may be appointed, by the Board of Directors.

(b) Upon dissolution pursuant to Section 12.3, all of the Company’s assets, or the proceeds therefrom, shall be distributed in the following order of priority:

(i) first, to creditors of the Company, including either Member in its capacity as creditor, to the extent otherwise permitted by law, in satisfaction of debts, liabilities and obligations of the Company;

(ii) second, to the payment of the expenses of liquidation;

(iii) third, to the setting up of any reserves that the Board of Directors or the liquidating trustee(s), as the case may be, may deem reasonably necessary for any contingent, conditional or unmatured claims and obligations of the Company; and

(iv) fourth, to the Members, in accordance with their Percentage Interests.

(c) At no time during the term of the Company or upon dissolution or liquidation of the Company shall a Member with a deficit balance in its Capital Account have any obligation to the Company or to the other Members to restore such deficit balance, except as may be required by Applicable Law or in respect of any deficit balance resulting from a distribution made in contravention of this Agreement.

(d) Upon compliance with the distribution plan set forth herein, the proper officers of the Company shall execute, acknowledge and cause to be filed with the Department of Assessments and Taxation of the State of Maryland Articles of Cancellation of the Company. Subject to the provisions of the Act, upon the filing of Articles of Cancellation, the Company’s existence shall terminate.

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ARTICLE XIII

GENERAL PROVISIONS

Section 13.1 Notices. All notices, requests, consents, agreements or other communications under this Agreement must be in writing to be effective and, except as set forth in Section 7.2(f), will take effect (or be deemed to have been given or delivered, as the case may be): (a) on the Business Day sent, when delivered by hand or facsimile transmission (with confirmation) during normal business hours of the recipient, or (b) on the Business Day following the Business Day of sending, if delivered by internationally recognized overnight courier, in each case, to such party at its address (or number) set forth below or such other address (or number) as the party may specify by notice. Any new Member of the Company admitted pursuant to Article IX hereof, promptly upon its admission, shall provide its address for notices to the Secretary of the Company and to the other Members.

If to Constellation:

Constellation Energy Group, Inc.

750 East Pratt Street, 17^th Floor

Baltimore, Maryland 21202

Attention: General Counsel

Phone: (410) 470-3011

Fax: (410) 470-5766

If to EDFD:

EDF Development Inc.

c/o Électricité de France International, S.A.

20 Place de la Défense

Paris la Défense Cedex, France 92050

Attention: Marianne Laigneau

Phone: +33 1 56 65 39 71

Fax: +33 1 40 42 61 67

If to the Company:

Constellation Energy Nuclear Group, LLC

750 East Pratt Street, 17^th Floor

Baltimore, Maryland 21202

Attention: General Counsel

Phone: (410) 470-3312

Fax: (443) 213-3680

Section 13.2 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Members and the Company, and their respective successors and Permitted Transferees. This Agreement is personal to the Members and the Company, and no Member or the Company may assign or Transfer (except in connection with Permitted

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Transfers) the rights accruing hereunder nor (except as aforesaid or as permitted by this Agreement) may performance of any duties by either Member or the Company be delegated or assumed by any other Person without the prior written consent of the other Members and the Company. Assignments or delegations made in violation of this Section 13.2 shall be null and void.

Section 13.3 Parallel Vehicle. If the Company encounters legal, Tax, business, accounting, regulatory or other impediments to the making of a potential investment, or the Company determines that having the Members make a potential investment or hold an existing investment through an entity other than the Company would be more favorable from a Tax, legal, business, accounting, regulatory or other perspective, the Company may require such Members to participate in the potential or existing investment, as the case may be, through one or more other entities organized by or on behalf of the Company or the Members and having economic terms and conditions substantially identical (on a single investment basis, if applicable), to the extent practicable, to those of the Company (the “Parallel Vehicle”). The agreements regarding organization, management and governance with respect to the Parallel Vehicle and the responsibilities of the Members with respect thereto shall be substantially equivalent to those of the Company, with appropriate changes to reflect its position as a parallel vehicle of the Company.

Section 13.4 Dispute Resolution.

(a) In the event of a deadlock vote of the Board of Directors on a matter presented for determination, a failure of the Members to agree on a matter requiring Member approval under Section 7.8 or requiring unanimous approval by the Board of Directors under Section 7.2(j) (other than a matter subject to resolution pursuant to Section 7.3(c)), or in connection with any dispute between the Members concerning the Company, the Members will use their reasonable efforts to resolve the dispute within thirty (30) Days. If the issue has not been resolved within such 30-Day period, the Members will escalate the dispute to the respective Parent CEOs, who will meet to discuss and use their reasonable efforts to resolve the dispute. Such resolution may include, if the respective Parent CEOs so agree (subject to any required approval by the respective Members’ boards of directors): (i) to dissolve the Company; (ii) to allow one Member to depart the Company by having such Member sell all of its Membership Interests to a third-party; (iii) to have either Member withdraw from the Company; or (iv) any other resolution upon which the Parent CEOs may so agree. If the Members remain unable to resolve the dispute within thirty (30) Days of the initial meeting of the Parent CEOs, either party may submit the dispute to binding arbitration pursuant to this Section 13.4.

(b) Except as otherwise specifically provided herein, all disputes arising out of or in connection with this Agreement, including any dispute regarding its existence, termination or validity, each Member shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its rules for a Pre-Arbitral Referee Procedure. All disputes arising out of or in connection with this Agreement (including as to existence, termination and validity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with said Rules. The place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States of

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America. The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules. The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of laws of the State of New York. The language of the arbitration shall be English. Evidence shall be provided in English and pleadings shall be done in English. The arbitral tribunal shall render its decision within six months from the date of signature on the terms of reference. Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The Members waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. The Members agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

Section 13.5 Guarantee. Each of Constellation and Électricité de France International, S.A., unless the Parent is the Member, unconditionally, absolutely and, subject to the following sentence, irrevocably guarantees to each Member (other than the Member of which such Parent is an Affiliate) the full and prompt payment, as and when due and payable, of all financial obligations hereunder (the “Guarantee”). The Parent’s Guarantee shall remain in effect for so long as this Agreement remains in effect and an Affiliate of Parent remains a Member. Parent hereby guarantees that its Guarantee will be paid and performed strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Member with respect thereto. Each Parent agrees that its Guarantee constitutes a guarantee of payment when due and not of collection, and hereby waives demand, presentment and notice of default or breach for non-performance of any of the covenants, terms, conditions or agreements in any other matter or thing mentioned and described in this Agreement. Furthermore, the occurrence of any one or more of the following shall not affect the enforceability or effectiveness of the Parent’s Guarantee: (i) any modification, amendment, settlement, release (in whole or in part) or enforcement of the obligations guaranteed, (ii) any merger, consolidation, restructuring or termination of the corporate existence of the Member that is an Affiliate of Parent, (iii) the illegality, invalidity or unenforceability of all or any part of the obligations guaranteed or any agreement or instrument related thereto, (iv) the failure of any Member or the Company to exhaust any right, remedy, power or privilege it may have against the Member that is an Affiliate of Parent (including failure to file or enforce a claim in any bankruptcy or other proceeding), (v) any bankruptcy, insolvency, reorganization, winding-up, adjustment of debts or appointment of a custodian or liquidator, or similar proceedings commenced by or against such Member, including any discharge of, or bar or stay against collecting, all or any part of the obligations guaranteed and (vi) any other defense with respect to the performance of all or any part of the Parent’s Guarantee, including but not limited to the effect of any statute of limitations.

Section 13.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Section 13.7 Entire Agreement; Amendment. This Agreement (including the exhibits hereto) contains the entire agreement among the parties hereto with respect to the transactions contemplated herein, supersedes all prior written agreements and negotiations and

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oral understandings, if any, including the Original Agreement, and this Agreement (including exhibits hereto) may not be amended or supplemented except with the written consent of each Member or as otherwise permitted by the terms of this Agreement to be amended by the Board of Directors.

Section 13.8 No Waiver. No failure to exercise and no delay in exercising any right, power or privilege of a Member shall operate as a waiver or a consent to the modification of the terms hereof unless given by that Member in writing.

Section 13.9 Separability of Provisions. Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

Section 13.10 Confidentiality. Each Member shall use reasonable efforts to keep, and shall ensure that its Affiliates, shareholders, members, directors, officers, employees, agents and other representatives use reasonable efforts to keep, from and after the date hereof through a period of two years from the date such Member no longer owns any Membership Interests, confidential all information acquired from the Company or its Subsidiaries or Affiliates or from the other Members or their Affiliates pursuant to this Agreement or otherwise, including the contents of this Agreement, except that the foregoing restriction shall not apply to any information that (a) is or hereafter becomes generally available to the public other than by reason of any default with respect to a confidentiality obligation under this Agreement; (b) was already known to the recipient; (c) is disclosed to the recipient by a third party who, to the recipient’s knowledge, is not in default of any confidentiality obligation to the disclosing party hereunder; (d) was developed by or on behalf of the receiving Member without reliance on confidential information received hereunder; (e) is disclosed by either Member to its auditors, attorneys, financial advisors, consultants and other advisors, provided, that any such auditors and attorneys have been informed of the confidential nature of such information and any such financial advisors, consultants and other advisors have signed a confidentiality agreement agreeing to treat such information as confidential; (f) is disclosed to a regulatory authority to the extent that disclosure is, in the party’s good faith judgment, required or appropriate; provided, that such party requests confidential treatment for any information so disclosed; or (g) is otherwise required to be disclosed in compliance with Applicable Law or stock exchange rules or regulations or order by a court or other regulatory body having competent jurisdiction; provided, that such party provides the other parties with prior notice of such disclosure to the extent permitted by Applicable Law, stock exchange rules or other regulation. Notwithstanding the foregoing, each Member (and each employee, representative, or other agent of such Member) may disclose to any and all persons, without limitation of any kind, the Tax treatment and Tax structure of: (i) the Company; and (ii) any transactions of the Company, and all materials of any kind (including opinions or other Tax analyses) that are provided to the Member relating to such Tax treatment and Tax structure. For this purpose, “Tax structure” means any facts relevant to the U.S. federal income Tax treatment of a transaction but does not include information relating to the identity of the Company or its Members.

Section 13.11 Expenses. Each party agrees that it shall be solely responsible for any fees or expenses incurred by it in connection with the drafting, negotiation or execution of this Agreement and any ancillary documents hereto (including the cost of any attorneys, accountants, consultants and any other representatives or agents retained by such party).

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Section 13.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 13.13 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Section 13.14 Gender and Number. Whenever required by the context hereof, all pronouns and any variations thereof will be deemed to refer to the masculine, feminine and neuter, singular and plural.

Section 13.15 Further Assurances. From time to time, at the reasonable request of any party hereto and without further consideration, each other party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or appropriate to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement or to carry out the terms of this Agreement.

Section 13.16 Survival of Obligations. The obligations of the parties under Section 7.7, Section 13.3, Section 13.4, Section 13.7 and Section 13.8 of this Agreement shall survive any expiration, termination or cancellation of this Agreement or the dissolution of the Company.

Section 13.17 Insurance. The Company shall, and shall cause each of its Subsidiaries and Investee Companies to maintain with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

Section 13.18 Nuclear Insurance. The Company shall cause each of its Licensed Subsidiaries and each Investee Companies that is an NRC licensee to obtain and maintain insurance coverage, for itself and its contractors, for public liability arising in connection with a nuclear incident (as those terms are defined in the Atomic Energy Act of 1954, as amended (the “Atomic Energy Act”)) at, or arising out of, the operation of such nuclear power units. This insurance shall be in such form and in such amount as required by the NRC pursuant to Section 170 of the Atomic Energy Act. The Company shall cause each of its Licensed Subsidiaries and each Investee Companies that is an NRC licensee to execute the governmental indemnity agreement required by Section 170 of the Atomic Energy Act. In the event the nuclear liability protection requirements in effect on the date of this Agreement expire or are amended or repealed, the Company shall cause each of its Licensed Subsidiaries and each Investee Company that is an NRC licensee and each such company operating any nuclear project to maintain (i) the insurance coverage provided by law, and (ii) at least the same level insurance coverage and public liability protection as is currently provided through governmental indemnity and liability insurance to the extent available.

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Section 13.19 FIRPTA. Upon the reasonable request of any Member in connection with any proposed Transfer by such Member of its Membership Interest in accordance with the terms of this Agreement, and at the Member’s sole expense, the Company will issue a written statement certifying as to whether or not fifty percent or more of the value of the gross assets of the Company consists of U.S. real property interests under Section 897(c)(1)(A) of the Code or ninety percent or more of the value of the gross assets of the Company consists of U.S. real property interests plus cash or cash equivalents.

Section 13.20 Exclusive Remedies. Each Party’s exclusive remedies and liabilities for any alleged or actual breach of this Agreement shall be as set forth in this Agreement.

Section 13.21 Title to Company Property. All property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually, shall have any ownership of such property. The Company may hold any of its assets in its own name or in the name of its nominee, which nominee may be one or more Persons.

Section 13.22 Waiver of Partition Action. Each of the parties hereto irrevocably waives any right which it may have to maintain an action for partition with respect to Company property.

Section 13.23 Statutory References. Each reference in this Agreement to a particular statute or regulation, or a provision thereof shall, at any particular time, be deemed to be a reference to such statute or regulation, or provision thereof or to any similar or superseding statute or regulation, or provision thereof, as at such time is in effect.

Section 13.24 Legal Fees. In the event of any litigation arising out of or in connection with this Agreement or with any parties’ performance hereunder, the party that prevails in any such litigation shall be paid its reasonable attorney’s fees and expenses, through all appeals, by the party that does not prevail in such litigation. The provisions of this Section 13.23 shall survive any dissolution of the Company.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the Members and the Company have executed this Second Amended and Restated Agreement as of the date set forth above.

MEMBERS:	CONSTELLATION ENERGY GROUP, INC.
	By:
		Name:
		Its:

EDF DEVELOPMENT INC.
By:
	Name:
	Its:

THE COMPANY:	CONSTELLATION ENERGY NUCLEAR GROUP, LLC
	By:
		Name:
		Its:

EX-10.2

Exhibit 10.2

STOCK PURCHASE AGREEMENT

by and among

CONSTELLATION ENERGY GROUP, INC.,

EDF DEVELOPMENT INC.

and

ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA

December 17, 2008

TABLE OF CONTENTS

			Page
1.	Definitions		1
2.	Authorization, Purchase and Sale of Stock		3
	2.1	Authorization	3
	2.2	Purchase and Sale of the Preferred Stock	4
	2.3	Closing	4
3.	Representations and Warranties of the Company		4
	3.1	Corporate Existence and Power	4
	3.2	Capitalization	4
	3.3	Authorization	5
	3.4	Valid Issuance	5
	3.5	No Conflict	5
	3.6	Preference	6
	3.7	General Solicitation; No Integration	6
	3.8	No Regulatory Approvals	6
4.	Representations and Warranties of the Purchaser		6
	4.1	Organization	6
	4.2	Authorization	6
	4.3	No Conflict	7
	4.4	Purchase Entirely for Own Account	7
	4.5	Investor Status	7
	4.6	Preferred Stock Not Registered	7
5.	Covenants		7
	5.1	Reasonable Best Efforts	7
	5.2	Interim Actions	8
	5.3	Payments	8
	5.4	Tax Treatment of Preferred Stock	8
	5.5	Purchaser’s Parent Guarantee	8
6.	Conditions Precedent		9
	6.1	Conditions to the Obligations of Each Party	9
	6.2	Conditions to the Obligations of the Company	9
	6.3	Conditions to the Obligations of the Purchaser	10
7.	Termination		10
	7.1	Conditions of Termination	10
	7.2	Effect of Termination	11
8.	Miscellaneous Provisions		11
	8.1	Public Statements or Releases	11
	8.2	Interpretation	11
	8.3	Notices	12
	8.4	Severability	12
	8.5	Governing Law	13
	8.6	Waiver	13
	8.7	Remedies	13

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8.8	Expenses	14
8.9	Successors and Assigns	14
8.10	Third Parties	14
8.11	Counterparts	14
8.12	Entire Agreement; Amendments	14
8.13	Survival	14
8.14	Representation by Counsel; Mutual Drafting	15

Exhibits
Exhibit A	Form of 10% Senior Note
Exhibit B	Amended and Restated Investor Agreement
Exhibit C	Investor Rights Agreement
Exhibit D	Master Agreement
Exhibit E	Articles Supplementary

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STOCK PURCHASE AGREEMENT

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”).

WHEREAS, the Company has authorized the issuance of up to 11,600 shares of its Series B Preferred Stock, par value $0.01 per share (the “Preferred Stock”) which shares may be redeemable under certain circumstances with one or more 10% Senior Unsecured Notes of the Company, containing the same terms and conditions as set forth in the form of note attached hereto as Exhibit A (the “10% Senior Notes”).

WHEREAS, the Company desires to sell to the Purchaser, and the Purchaser desires to purchase from the Company, as an investment in the Company, shares of Preferred Stock, subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants in this Agreement contained, the parties agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“10% Senior Notes” shall have the meaning set forth in the recitals.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlled by” and “controlled” have meanings correlative to the foregoing.

“Amended and Restated Investor Agreement” means the Amended and Restated Investor Agreement dated as of the Closing Date, by and between the Company and the Purchaser, in substantially the form attached hereto as Exhibit B.

“Board of Directors” means the Board of Directors of the Company.

“Business Day” means any day other than the days on which banks in New York, New York or Baltimore, Maryland are required or authorized to close.

“Company Joint Venture” means any Person that is not a Company Subsidiary, in which the Company or one or more of the Company Subsidiaries owns directly or indirectly any Equity Interests, other than Equity Interests that represent less than 5% of each class of the outstanding voting securities or other Equity Interests of such Person, and in which the invested capital associated with the Company’s or the Company Subsidiary’s interest exceeds $100,000,000.

“Company Subsidiary” means a Subsidiary of the Company.

“Dividend Shares” means shares of Preferred Stock initially issuable upon any payment-in-kind dividend with respect to the Preferred Stock pursuant to Section 3(a) of the Articles Supplementary.

“Equity Interests” means any share, capital stock, partnership, membership or similar interests of a Person or any option therefor.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Authority” means any nation or government or any agency, public or regulatory authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or any government or political subdivision thereof, in each case, whether national, federal, tribal, provincial, state, regional, local or municipal, or any self-regulatory organization.

“Investor Rights Agreement” means the Investor Rights Agreement dated as of the Closing Date, by and among the Company and the Purchaser, in substantially the form attached hereto as Exhibit C.

“Law” means applicable statutes, common law, rules, ordinances, regulations, codes, licensing requirements, orders, judgments, injunctions, writs, decrees, licenses, governmental guidelines or interpretations having the force of law, permits, rules and bylaws, in each case, of a Governmental Authority.

“Master Agreement” means the Master Put Option and Membership Interest Purchase Agreement dated as of the date hereof, by and among the Company, the Purchaser, the Purchaser’s Parent and Constellation Energy Nuclear Group, LLC, attached hereto as Exhibit D, as amended from time to time.

“Material Adverse Effect” means any event, change or occurrence or development of a set of circumstances or facts, which, individually or together with any other event, change, occurrence or development, has a material adverse effect on the business, assets, liabilities, properties, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that the term shall not include (i) any such effect relating to or resulting from general changes in the nuclear or electric industry, other than such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons, (ii) any such effect resulting from changes in Law or GAAP (as defined in the Master Agreement), other than (in the case of changes in Law only) such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons, and (iii) any such effect resulting from changes in financial markets or general economic conditions, other than such effects having a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated Persons; provided further, however, that, notwithstanding any provision of this

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sentence to the contrary, (x) the occurrence of an Insolvency Event (as defined in the Master Agreement) in respect of the Company or any Company Subsidiary or (y) any event, change, occurrence or development that would prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, shall be deemed to cause a Material Adverse Effect. As used in this Agreement, the term “knowledge” when referring to the knowledge of the Company or any Subsidiary of the Company shall mean the actual knowledge of the Company officers listed on Section 4.14(b)(ii) of the Seller Disclosure Schedule (as defined in the Master Agreement) after due inquiry.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of September 19, 2008, by and among the Company, MidAmerican Energy Holdings Company, an Iowa corporation, and MEHC Merger Sub Inc., a Maryland corporation.

“Person” means any individual, corporation, company, limited liability company, partnership, association, trust, joint venture, group or any other entity or organization, including any government or political subdivision or any agency or instrumentality thereof.

“Securities Act” shall mean the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Subsidiary” means with respect to any Person (a) any corporation with respect to which such Person, directly or indirectly, through one or more Subsidiaries, (i) owns more than 50% of the outstanding shares of capital stock having generally the right to vote in the election of directors or (ii) has the power, under ordinary circumstances, to elect, or to direct the election of, a majority of the board of directors of such corporation; (b) any partnership with respect to which (i) such Person or a Subsidiary of such Person is a general partner, (ii) such Person and its Subsidiaries together own more than 50% of the interests therein or (iii) such Person or its Subsidiaries have the right to appoint or elect or direct the appointment or election of a majority of the directors or other Person or body responsible for the governance or management thereof; (c) any limited liability company with respect to which (i) such Person or a Subsidiary of such Person is the manager or managing member, (ii) such Person or its Subsidiaries together own more than 50% of the interests therein or (iii) such Person and its Subsidiaries have the right to appoint or elect or direct the appointment or election of a majority of the directors or other Person or body responsible for the governance or management thereof; or (d) any other entity in which such Person has, and/or one or more of its Subsidiaries have, directly or indirectly, (i) at least a 50% ownership interest or (ii) the power to appoint or elect or direct the appointment or election of a majority of the directors or other Person or body responsible for the governance or management thereof.

“Transaction Agreements” shall mean this Agreement and the Investor Rights Agreement.

2. Authorization, Purchase and Sale of Stock.

2.1 Authorization. The Company has or, on or before the Closing Date, will have (i) authorized and created a series of its preferred stock consisting of 11,600 shares of Preferred Stock, par value $0.01 per share, designated as its “Series B Preferred Stock” and (ii)

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authorized the issuance of the 10% Senior Notes. The terms, limitations and relative rights and preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption of the Preferred Stock are set forth in the Articles Supplementary of the Company, a copy of which is attached hereto as Exhibit E (the “Articles Supplementary”), which will be filed by the Company on or before the Closing Date with the Maryland State Department of Assessments and Taxation.

2.2 Purchase and Sale of the Preferred Stock. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 10,000 shares of Preferred Stock (the “Investment”) at a purchase price of $100,000 per share.

2.3 Closing. The closing of the purchase and sale of the Preferred Stock (the “Closing”) shall take place (i) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York, 10036 or (ii) at such other place and at such date and time as the Company and the Purchaser may agree (the actual date of the Closing, the “Closing Date”), as soon as reasonably practicable but, in any event, no later than the first (1st ) Business Day after the day on which the last condition set forth in Section 6 is satisfied or waived (other than those conditions that by their nature cannot be satisfied until the Closing Date, but subject to the satisfaction or waiver of such conditions). At the Closing, the Company shall deliver to the Purchaser certificates representing the shares of Preferred Stock against payment by the Purchaser of $1,000,000,000 by wire transfer of immediately available United States funds to the Company (the “Purchase Price”).

3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows:

3.1 Corporate Existence and Power. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction, except where the failure to be in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has all requisite corporate power and authority to carry on its business as now conducted.

3.2 Capitalization.

(a) The authorized capital stock of the Company consists of 600,000,000 shares of Company Common Stock, without par value (the “Company Common Stock”), and 25,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). Of the Company Preferred Stock, at the close of business on December 16, 2008, there were 10,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share, outstanding and no shares of Preferred Stock outstanding.

(b) Other than pursuant to this Agreement, no shares of Preferred Stock have been issued or are outstanding and no shares of Preferred Stock have been or will be held by the Company in its treasury.

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(c) As of the date of this Agreement, there are (A) no options, warrants, calls, rights, convertible or exchangeable securities, commitments, contracts, arrangements or undertakings of any kind to which the Company or any of the Company Subsidiaries or the Company Joint Ventures is a party or by which any of them is bound obligating the Company or any of the Company Subsidiaries or the Company Joint Ventures to issue, deliver or sell, or cause to be issued, delivered or sold, shares of Preferred Stock and (B) no other rights the value of which is in any way based on or derived from, or that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Preferred Stock.

3.3 Authorization. The Company has all requisite corporate power to enter into the Transaction Agreements and to carry out and perform its obligations under the terms of the Transaction Agreements. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of the Preferred Stock, and the filing of the Articles Supplementary, the authorization, execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated thereby, including the issuance of the 10% Senior Notes (the “Transactions”) has been taken. The execution, delivery and performance of the Transaction Agreements by the Company and the consummation of the Transactions do not require any approval of the Company’s stockholders. Assuming this Agreement constitutes the legal and binding agreement of the Purchaser, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or fraudulent conveyance and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The transactions contemplated by the Transaction Agreements will not result in the Purchaser, Purchaser’s Parent or any Affiliate of Purchaser’s Parent becoming an “interested stockholder” (as that term is defined in the Maryland Business Combination Act) of the Company, and the Company has provided the Purchaser certified resolutions of the Board of Directors effecting such action.

3.4 Valid Issuance. The Preferred Stock being purchased by the Purchaser pursuant to this Agreement will, upon issuance pursuant to the terms of this Agreement and upon payment therefor, be duly authorized, validly issued, fully paid and non-assessable, free and clear of preemptive or similar rights, except as set forth in Section 7.1(i) of the Articles Supplementary. Upon their issuance in accordance with the terms of the Articles Supplementary, Dividend Shares will be duly authorized, validly issued, fully paid and non-assessable, free and clear of preemptive or similar rights and the 10% Senior Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. Subject to the accuracy of the representations made by the Purchaser in Section 4, the Preferred Stock will be issued to the Purchaser in compliance with applicable exemptions from the registration and prospectus delivery requirements of the Securities Act. As of the date hereof, the Company is eligible to file a registration statement on Form S-3 under the Securities Act and is current in its filings with the SEC under Section 13(a) of the Exchange Act.

3.5 No Conflict. No material consent, approval, order or authorization from any Person (other than the Purchaser and its Affiliates) or Governmental Authority that has not

5

been obtained is required for the (i) execution, delivery and performance of this Agreement by the Company, (ii) the issuance of the Preferred Stock or (iii) the issuance of the 10% Senior Notes. The execution, delivery and performance of the Transaction Agreements by the Company and the consummation of the other transactions contemplated hereby will not (i) conflict with or result in any violation of any provision of the charter or bylaws of the Company, (ii) any bond, debenture, note, indenture, mortgage, deed of trust or other material agreement or instrument to which the Company, the Company Subsidiaries, the Company Joint Ventures or their respective subsidiaries is a party or by which any of them is bound or to which any of their properties is subject or (iii) conflict with or violate any applicable Law, other than, in the case of (ii) and (iii) above, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

3.6 Preference. The Company has no authorized or outstanding class of securities ranking as to dividends, redemption or distribution of assets upon a liquidation senior to or pari passu with the Preferred Stock.

3.7 General Solicitation; No Integration. Neither the Company nor any other Person or entity authorized by the Company to act on its behalf has engaged in a general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) of investors with respect to offers or sales of the Preferred Stock. The Company has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which, to its knowledge, is or will be integrated with the Preferred Stock sold pursuant to this Agreement.

3.8 No Regulatory Approvals. There are no regulatory approvals or consents required for the authorization of the Preferred Stock, and the filing of the Articles Supplementary, the issuance of the 10% Senior Notes, the authorization, execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated thereby.

4. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows:

4.1 Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the requisite power and authority to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it will be a party and to perform each of its obligations hereunder and thereunder.

4.2 Authorization. All corporate, member or partnership action on the part of the Purchaser or its stockholders necessary for the authorization, execution, delivery and performance of this Agreement and the other Transaction Agreements to which it will be a party and the consummation of the Transactions has been taken. Assuming this Agreement constitutes the legal and binding agreement of the Company, this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or fraudulent conveyance and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

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4.3 No Conflict. No material consent, approval, order or authorization of any third party is required for the execution, delivery and performance of this Agreement by the Purchaser. The execution, delivery and performance of the Transaction Agreements by the Purchaser and the consummation of the other transactions contemplated hereby will not (i) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational documents of the Purchaser or (ii) conflict with or violate any applicable Law, other than, in the case of (ii) above, as would not, individually or in the aggregate, be reasonably expected to materially delay or hinder the ability of the Purchaser to perform its obligations under the Transaction Agreements.

4.4 Purchase Entirely for Own Account. The Purchaser is acquiring the Preferred Stock for its own account and not with a view to, or for sale in connection with, any distribution of the Preferred Stock in violation of the Securities Act. The Purchaser has no present agreement, undertaking, arrangement, obligation or commitment providing for the disposition of the Preferred Stock.

4.5 Investor Status. The Purchaser certifies and represents to the Company that it is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser’s financial condition is such that it is able to bear the risk of holding the Preferred Stock for an indefinite period of time and the risk of loss of its entire investment. The Purchaser has been afforded the opportunity to ask questions of and receive answers from the management of the Company concerning this investment and has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company.

4.6 Preferred Stock Not Registered. The Purchaser understands that the Preferred Stock has not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Preferred Stock must continue to be held by the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

5. Covenants.

5.1 Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all appropriate actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Transactions, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, licenses, consents, certificates, registrations, approvals or other permits of any Governmental Authority or orders from all Governmental

7

Authorities or other Persons; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay any fee, penalty or other consideration to obtain any consent, approval or waiver required for the consummation of the Transactions under any contract.

5.2 Interim Actions. If during the period between the date hereof and the earlier of the Closing Date and the date this Agreement is terminated, the Company takes any action that, had the Preferred Stock been outstanding at such time, (i) would have resulted in a distribution or payment to the holders of the Preferred Stock, (ii) would, or together with other like events could, have resulted in any adjustments to the terms of the Preferred Stock, or (iii) would have required the prior approval of or consent by the holders of the Preferred Stock, then the taking of any such action by the Company shall require the approval of the Purchaser.

5.3 Payments. All payments made to the Purchaser in connection with the 10% Senior Notes and the Preferred Stock shall be made by wire transfer of immediately available United States funds.

5.4 Tax Treatment of Preferred Stock. The Company shall not treat any accruing dividends as giving rise to any redemption premium.

5.5 Purchaser’s Parent Guarantee. Purchaser’s Parent unconditionally, absolutely and, subject to the following sentence, irrevocably guarantees to the Company (i) the full and prompt payment, as and when due and payable, of the Purchase Price on the Closing Date by the Purchaser in accordance with Section 2.3 and the performance by the Purchaser of all of its other obligations under this Agreement and (ii) the due, prompt and timely performance and observance by the Purchaser of any and all of its other obligations now or hereafter existing in respect of this Agreement (the “Purchaser’s Parent Guarantee”). The Purchaser’s Parent Guarantee shall remain in effect until the earliest to occur of (i) all such obligations having been fully and irrevocably performed and satisfied, (ii) the occurrence of the Closing and (iii) if applicable, the termination of this Agreement pursuant to Section 7 (other than a termination under Section 7.1(b)(iii) by the Company or its Affiliates where the Purchaser’s Parent Guarantee under the Master Agreement survives such termination of the Master Agreement). Purchaser’s Parent hereby guarantees that the Purchaser’s Parent Guarantee will be paid and performed strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Company with respect hereto. Purchaser’s Parent agrees that its guarantee constitutes a guarantee of payment when due and not of collection. Purchaser’s Parent hereby waives demand, presentment and notice of default or breach for non-performance of any of the covenants, terms, conditions or agreements in any other matter or thing mentioned and described in this Agreement. Furthermore, the occurrence of any one or more of the following shall not affect the enforceability or effectiveness of the Purchaser’s Parent Guarantee: (i) any modification, amendment, settlement, release (in whole or in part) or enforcement of the obligations guaranteed, (ii) any merger, consolidation, restructuring or termination of the corporate existence of the Purchaser, (iii) the illegality, invalidity or unenforceability of all or any part of the obligations guaranteed or any agreement or instrument related thereto, (iv) the failure of the Company to exhaust any right, remedy, power or privilege it may have against the Purchaser (including failure to file or enforce a claim in any bankruptcy or other proceeding), (v) any bankruptcy, insolvency, reorganization, winding-up, adjustment of debts or appointment of a

8

custodian or liquidator, or similar proceedings commenced by or against the Purchaser, including any discharge of, or bar or stay against collecting, all or any part of the obligations guaranteed and (vi) any other defense with respect to the performance of all or any part of the Purchaser’s Parent Guarantee, including but not limited to the effect of any statute of limitations.

6. Conditions Precedent.

6.1 Conditions to the Obligations of Each Party. The obligations of the Company and the Purchaser to consummate the purchase and sale of the Preferred Stock at the Closing are subject to the satisfaction or waiver of the following conditions:

(a) All regulatory approvals, if any, required in connection with the purchase and sale of the Preferred Stock or the issuance of the 10% Senior Notes shall have been obtained.

(b) No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any court or agency of competent jurisdiction (each, a “Restraint”) shall be in effect which prohibits, restrains or renders illegal the consummation of the Investment (provided, that prior to asserting this condition, the party asserting this condition shall have used its best efforts (in the manner contemplated by Section 5.1) to prevent the entry of any such Restraint and to appeal as promptly as practicable any judgment that may be entered).

(c) The Investor Rights Agreement shall be in full force and effect.

(d) The Master Agreement shall be in full force and effect.

(e) The Amended and Restated Investor Agreement shall be in full force and effect.

6.2 Conditions to the Obligations of the Company. The obligation of the Company to consummate the sale of the Preferred Stock to the Purchaser at the Closing is subject to the satisfaction or waiver of the following further conditions:

(a) The representations and warranties contained herein of the Purchaser shall be true and correct on the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except where the failure to be so true and correct would not, individually or in the aggregate, as of the date hereof and as of the Closing Date has not had, and would not be reasonably likely to have an effect on the Purchaser that will, or would reasonably be expected to, materially delay or hinder the ability of the Purchaser to perform its obligations under the Transaction Agreements; provided, however, that such representations and warranties made as of a specific date need only be true and correct (subject to the qualifications set forth above) as of such date only.

(b) The Purchaser shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder at or prior to the Closing.

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6.3 Conditions to the Obligations of the Purchaser. The obligation of the Purchaser to consummate the sale of the Preferred Stock to the Purchaser at the Closing is subject to the satisfaction or waiver of the following further conditions:

(a) The representations and warranties of the Company (i) set forth in Sections 3.2(a), 3.4 and 3.6 shall be true and correct on the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date and (ii) set forth in Article III, other than in Sections 3.2(a), 3.4 and 3.6, shall be true and correct on the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (without giving effect to qualifications as to materiality or Material Adverse Effect contained therein), except where the failure to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect; provided, however, that such representations and warranties made as of a specific date need only be true and correct (subject to the qualifications set forth above) as of such date only.

(b) As of the date hereof, the Company is able to deliver the certificate contemplated by Section 7.2(d) of the Master Agreement assuming for the purposes of this Section 6.3(b) that the closing of the sale of the Designated Interest (as defined in the Master Agreement) occurred on the Closing Date.

(c) The Articles Supplementary shall have been filed by the Company with, and accepted for record by, the State Department of Assessments and Taxation of Maryland, and satisfactory evidence of such filing and acceptance for record shall have been delivered to the Purchaser.

(d) The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder at or prior to the Closing.

(e) There shall not have been any Material Adverse Effect since the date hereof.

7. Termination.

7.1 Conditions of Termination. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time before the Closing:

(a) by mutual consent of the Company and the Purchaser;

(b) by either the Company, on the one hand, or the Purchaser, on the other hand, if:

(i) the Closing shall not have occurred on or prior to 5:00 p.m., New York time, on the earliest of the following days: (x) the fifth Business Day after the date on which termination of the Merger Agreement shall have occurred; (y) the fifth Business Day after the date on which the Company Meeting (as defined in the Merger Agreement) shall have taken place; and (z) January 15, 2009; and the party or parties seeking to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not have breached in any material respect its or their obligations under this Agreement;

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(ii) any Restraint having the effect set forth in Section 6.1(b) shall be in effect and shall have become final and nonappealable; or

(iii) the Master Agreement is terminated.

7.2 Effect of Termination. In the event of any termination pursuant to Section 7.1, this Agreement shall become null and void and have no effect, with no liability on the part of the Company or the Purchaser, or their directors, officers, agents or stockholders, with respect to this Agreement, other than in respect of willful breach.

8. Miscellaneous Provisions.

8.1 Public Statements or Releases. Purchaser and the Company will consult with each other before issuing, and provide each other the reasonable opportunity to review, comment upon and concur with, any press release or other public statements with respect to this Agreement or the transactions contemplated hereby, and shall not issue any such press release or make any such public statement prior to such consultation, unless required by applicable law or the rules of a national securities exchange. In the event that any party concludes that it is required by law or relevant stock exchange rules to make a public statement with respect to this Agreement or the transactions contemplated hereby or make any public filing with respect thereto, including any filing with the Securities and Exchange Commission, such party will immediately provide to the other parties hereto for review a copy of any such press release, statement or filing, and will not issue any such press release, or make any such public statement or filing, prior to such consultation and review, unless required by applicable law or the rules of a national securities exchange.

8.2 Interpretation. Section and subsection references are to this Agreement unless otherwise specified. The headings in this Agreement are included for convenience of reference only and will not limit or otherwise affect the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” The phrase “the date of this Agreement,” and terms of similar import, unless the context otherwise requires, will be deemed to refer to the date set forth in the first paragraph of this Agreement. The meanings given to terms defined in this Agreement will be equally applicable to both the singular and plural forms of such terms. All matters to be agreed to by any party must be agreed to in writing by such party unless otherwise indicated in this Agreement. References to agreements, policies, standards, guidelines or instruments, or to statutes or regulations, are to such agreements, policies, standards, guidelines or instruments, or statutes or regulations, as amended or supplemented from time to time (or to successors thereto).

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8.3 Notices. All notices, requests and other communications to any party hereunder shall be in writing, by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), or by facsimile, and shall be given:

(a) if to the Company, to:

Constellation Energy Group, Inc.

750 E. Pratt Street

Baltimore, Maryland 21202

Attention: Charles Berardesco

Fax: (410) 470-5766

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, New York 10022-4611

Attention:	George Stamas
	Mark Director

Fax: (202) 879-5200

(b) if to the Purchaser, to:

EDF Development Inc.

c/o Électricité de France International, S.A.

20, Place de la Défense

92050 Paris

France

Attention: Marianne Laigneau

Phone: +33 1 56 65 39 71

Fax: +33 1 40 42 61 67

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Ave., N.W.

Washington, D.C. 20005

Attention:	Michael P. Rogan
	Jeremy D. London

Fax: (202) 661-8200

or such other address or facsimile number as such party may hereafter specify by notice to the other parties hereto. Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified above and electronic confirmation of transmission is received or (ii) if given by any other means, when delivered at the address specified in this Section 8.3.

8.4 Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties.

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8.5 Governing Law.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

(b) Subject to Section 8.5(d), in the event of any dispute arising out of or in connection with this Agreement, including any dispute regarding its existence, termination or validity, each party shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its rules for a Pre-Arbitral Referee Procedure. All disputes arising out of or in connection with this Agreement (including as to existence, termination and validity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with said Rules. The place of the pre-arbitral referee procedure and of the arbitration shall be New York, New York, United States of America. The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules. The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of laws of the State of New York. The language of the arbitration shall be English. Evidence shall be provided in English and pleadings shall be done in English. The arbitral tribunal shall render its decision within six months from the date of signature of the terms of reference.

(c) Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. The parties agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

(d) The parties acknowledge and agree that all disputes arising out of or in connection with a breach by a party of a representation, warranty, covenant or other term in the Agreement which would prevent the Closing from occurring due to the failure of a party’s condition precedent to close as set forth in Section 6 shall not be subject to the dispute resolution provisions of Section 8.5(b), and each party is entitled to seek the relief provided to it in Section 8.7 (as to equitable relief).

8.6 Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

8.7 Remedies. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the terms hereof or were otherwise breached. It is accordingly agreed that prior to the termination of this Agreement in accordance with Section 7, each party will each be entitled to an injunction or

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injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal court located in New York, New York, which court shall apply the internal laws of the State of New York as the law governing this Agreement, and the parties hereby submit to the jurisdiction of such court and agree not to raise any objection to venue in such court, this being in addition to any other remedy to which they are entitled at Law or in equity without prejudice to any other rights or remedies that may otherwise be available to such other party.

8.8 Expenses. Each of the Company and the Purchaser shall be responsible for their own expenses incurred in connection with the Investment and the other transactions contemplated by the Transaction Agreements.

8.9 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto (and any purported assignment without such consent shall be void and without effect), provided, however, that the Purchaser may assign any of its rights, interests and obligations hereunder to an Affiliate, provided that the Purchaser may not assign any of its rights, interests and obligations hereunder to an Affiliate if such assignment would, or would reasonably be expected to, materially delay or hinder the ability of the Purchaser to perform its obligations under Section 2.2 hereto, and provided further that no such assignment shall relieve the Purchaser from any of its agreements and obligations hereunder.

8.10 Third Parties. This Agreement does not create any rights, claims or benefits inuring to any Person that is not a party nor create or establish any third party beneficiary to this Agreement or any other Transaction Agreement.

8.11 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

8.12 Entire Agreement; Amendments. This Agreement, the Investor Rights Agreement and the Master Agreement, constitute the entire agreement between the parties respecting the subject matter of this Agreement and supersede all prior agreements, negotiations, understandings, representations and statements respecting the subject matter of this Agreement, whether written or oral. No modification, alteration, waiver or change in any of the terms of this Agreement shall be valid or binding upon the parties unless made in writing and duly executed by the parties.

8.13 Survival. The representations and warranties contained in this Agreement shall terminate upon the first to occur of the Closing or the termination of this Agreement; provided, however, that in the event the Closing occurs, the representations and warranties in Section 3.1, 3.3 and 3.4 shall survive and remain in effect until the earlier of (i) the redemption by the Company of all outstanding shares of Preferred Stock and (ii) the issuance of the 10% Senior Notes.

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8.14 Representation by Counsel; Mutual Drafting. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the negotiation and drafting of this Agreement and hereby waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

* * * *

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

CONSTELLATION ENERGY GROUP, INC.
By:	/s/ Charles A. Berardesco
Name:	Charles A. Berardesco
Title:	Senior Vice President and General Counsel
EDF DEVELOPMENT INC.
By:	/s/ Jean-Pierre Benque
Name:	Jean-Pierre Benque
Title:	President
ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA
By:	/s/ Daniel Camus
Name:	Daniel Camus
Title:	Chairman

16

EX-10.3

Exhibit 10.3

CONSTELLATION ENERGY GROUP, INC.

INVESTOR RIGHTS AGREEMENT

December 17, 2008

TABLE OF CONTENTS

			Page
1.	Definitions		1
2.	Covenants of the Company		2
	2.1	Delivery of Financial Statements	2
	2.2	Inspection	3
	2.3	Trading Activities	3
	2.4	Cooperation	3
3.	Miscellaneous		4
	3.1	Successors and Assigns	4
	3.2	Governing Law	4
	3.3	Counterparts	5
	3.4	Titles and Subtitles	5
	3.5	Notices	5
	3.6	Expenses	6
	3.7	Amendments and Waivers	6
	3.8	Severability	6
	3.9	Termination	6
	3.10	Confidentiality	6

(i)

INVESTOR RIGHTS AGREEMENT

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”).

RECITALS

WHEREAS, the Investor has, pursuant to that certain Series B Preferred Stock Purchase Agreement dated as of the date hereof (the “Stock Purchase Agreement”) between the Company and the Investor, agreed to purchase shares of the Company’s Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”);

WHEREAS, in order to induce the Investor to invest funds in the Company, the Company agreed to grant the Investor certain rights as set forth herein;

NOW, THEREFORE, in consideration of the promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. Definitions. For the purposes of this Agreement:

(a) The term “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlled by” and “controlled” have meanings correlative to the foregoing.

(b) The term “Contract” means any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind.

(c) The term “Holder” means any person owning Series B Preferred Stock or any assignee thereof.

(d) The term “Joint Venture” of a Person shall mean any Person that is not a Subsidiary of such first Person, in which such first Person or one or more of its Subsidiaries owns directly or indirectly any share, capital stock, partnership, membership or similar interest of any Person or any option therefore (together, “Equity Interests”), other than Equity Interests that represent less than 5% of each class of the outstanding voting securities or other Equity Interests of such second Person, and in which the invested capital associated with such first Person’s interest exceeds $100,000,000.

(e) The term “Person” means any individual, corporation, company, limited liability company, partnership, association, trust, joint venture, group or any other entity or organization, including any government or political subdivision or any agency or instrumentality thereof.

(f) The term “SEC” shall mean the Securities and Exchange Commission.

(g) The term “Subsidiary” of a Person means any other Person of which at least a majority of the voting power represented by the outstanding stock or other voting securities or interests having voting power under ordinary circumstances to elect directors or similar members of the governing body of such corporation or entity or fifty percent (50%) or more of the equity interests in such corporation or entity shall at the time be owned or controlled, directly or indirectly, by such Person and/or by one or more of its Subsidiaries.

2. Covenants of the Company.

2.1 Delivery of Financial Statements. At any time that the Company is not required to file periodic reports with the SEC, the Company shall deliver to the Investor:

(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by (i) a “Big 4” independent (or its successor) accounting firm selected by the Company or (ii) a Nationally recognized accounting firm reasonably acceptable to the Investor;

(b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement for such quarter, statement of cash flows for such quarter and an unaudited balance sheet as of the end of such quarter;

(c) within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and a balance sheet for and as of the end of such month, in reasonable detail;

(d) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment;

(e) notices of events that have or may have a material effect on the Company as soon as practicable following the occurrence of any such event; and

(f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a trade secret or similar confidential information.

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2.2 Inspection. The Company shall permit each Investor, at such Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

2.3 Trading Activities. With respect to the trading portfolio of the Company, its Subsidiaries and its Joint Ventures, including hedging, energy and energy-related trading and commodity price risk transactions (the “Trading Activities”), the Company agrees, each as to itself and each of its Subsidiaries and its Joint Ventures:

(a) to conduct its Trading Activities in a manner substantially similar with current practice and in compliance with the risk parameters, limits and guidelines, including daily value at risk and stop loss limits and liquidity guidelines, approved by the Company’s corporate risk management committee (the “Company Trading Guidelines”), attached hereto as Exhibit A;

(b) to maintain the value-at-risk of the mark-to-market portfolios of the Company and its marketing and trading Subsidiaries and Joint Ventures based on a four standard deviation move in prices and a one-day holding period (the “VaR”) within the VaR limits approved by the Company’s Board of Directors as set forth in Exhibit B to this Agreement (the “Company Approved VaR Limit”);

(c) to comply with prudent policies, practices and procedures with respect to risk management and trading limitations, including the Company Trading Guidelines. The Company will provide the Investor with a full and complete monthly report on its Trading Activities and its compliance with the Company Trading Guidelines and the Company Approved VaR Limit and any other information concerning Trading Activities that the Investor may reasonably request. The Company will allow the Investor and its representatives reasonable access to the customer supply and global commodities operations of the Company, its Subsidiaries and its Joint Ventures and their respective books and records, and develop appropriate procedures to permit the Investor and its representatives to monitor the Company’s, its Subsidiaries’ and its Joint Ventures’ compliance with the Company Trading Guidelines. The Company will not amend or rescind the Company Trading Guidelines;

(d) the Company will not (nor will it permit any of its Subsidiaries or its Joint Ventures to) enter into, amend or otherwise modify any Contract which is subject to the Company Trading Guidelines in any manner which is not consistent with the Company Trading Guidelines; and

(e) the Company shall not (and shall cause its Subsidiaries and its Joint Ventures not to) authorize or enter into an agreement to do any of the actions prohibited by the foregoing.

2.4 Cooperation. The Company shall use commercially reasonable efforts to timely provide to the Investor assistance and information the Investor reasonably requests in

3

connection with any proposed private resale by the Investor of all or a portion of the shares of Series B Preferred Stock held by the Investor; provided, however, that such transferee shall be required to enter into a confidentiality agreement with the Company on terms reasonably satisfactory to the Company.

3. Miscellaneous.

3.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Series B Preferred Stock). The Investor is expressly permitted to assign any of its rights, interests and obligations hereunder to an Affiliate of the Investor. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3.2 Governing Law.

(a) This Agreement shall be governed by and construed under the laws of the State of New York without giving effect to any conflicts of laws that would apply the laws of another jurisdiction.

(b) In the event of any dispute arising out of or in connection with this Agreement, including any dispute regarding existence, termination or validity, each Party shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its rules for a Pre-Arbitral Referee Procedure. All disputes arising under or in connection with this Agreement (including as to existence, termination and validity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with said Rules. The place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States of America. The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules. The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of laws of the State of New York. The language of the arbitration shall be English. Evidence shall be provided in English and pleadings shall be done in English. The arbitral tribunal shall render its decision within six months from the date of signature of the terms of reference.

(c) Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. The parties agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

4

3.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5 Notices. All notices, requests and other communications to any party hereunder shall be in writing, by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), or by facsimile, and shall be given:

(a) if to the Company, to:

Constellation Energy Group, Inc.

750 E. Pratt Street

Baltimore, Maryland 21202

Attention: Charles Berardesco

Fax: (410) 470-5766

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, New York 10022-4611

Attention: George Stamas

                 Mark Director

Fax: (202) 879-5200

(b) if to the Purchaser, to:

EDF Development Inc.

c/o Électricité de France International, S.A.

20, Place de la Défense

92050 Paris

France

Attention: Marianne Laigneau

Phone: +33 1 56 65 39 71

Fax: +33 1 40 42 61 67

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Ave., N.W.

Washington, D.C. 20005

Attention: Michael P. Rogan

Jeremy D. London

Fax: (202) 661-8200

5

or such other address, facsimile number or email address as such party may hereafter specify by notice to the other parties hereto. Each such notice, request or other communication shall be effective (i) if given by facsimile or email, when such facsimile or email is transmitted to the facsimile number or email address specified above and electronic confirmation of transmission is received or (ii) if given by any other means, when delivered at the address specified in this Section 3.5.

3.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

3.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of at least a majority of the Series B Preferred Stock then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of Series B Preferred Stock then outstanding, each future holder of all such Series B Preferred Stock and the Company.

3.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance of the Agreement shall be interpreted as if such provision were so excluded, and shall be enforceable in accordance with its terms.

3.9 Termination. This agreement shall terminate with respect to any Holder when such Holder Beneficially Owns no shares of Preferred Stock.

3.10 Confidentiality. The Investor agrees to keep any information obtained hereunder confidential.

[Signature Page Follows]

6

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CONSTELLATION ENERGY GROUP, INC.
By:	/s/ Charles A. Berardesco
Name:	Charles A. Berardesco
Title:	Senior Vice President and General Counsel
EDF DEVELOPMENT INC.
By:	/s/ Jean-Pierre Benque
Name:	Jean-Pierre Benque
Title:	President

7

EX-10.4

Exhibit 10.4

PAYMENT GUARANTY

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”).

W I T N E S S E T H:

WHEREAS, on the date of this Guaranty, Seller, EDF Development, Inc., a corporation organized under the laws of the State of Delaware (“Purchaser”), Électricité de France International, S.A., a société anonyme organized under the laws of France, and Constellation Energy Nuclear Group, LLC, a limited liability company organized under the laws of the State of Maryland (the “Company”), have entered into that certain Master Put Option and Membership Interest Purchase Agreement, dated as of the date of this Guaranty (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Master Agreement”), for the purchase by Purchaser of 49.99% of Seller’s membership interests in the Company;

WHEREAS, pursuant to the terms of the Master Agreement, Purchaser has granted Seller an irrevocable right to sell to Purchaser (the “Put Option”), and Purchaser has assumed an obligation to purchase from Seller all, but not less than all, of Seller’s ownership interest in certain non-nuclear generation assets;

WHEREAS, in connection with the execution and delivery of the Master Agreement on the date of this Guaranty, Purchaser and Seller have entered into a purchase agreement (the “Series B Preferred Purchase Agreement”) whereby Purchaser has agreed to purchase, upon the terms and subject to the conditions set forth in the Series B Preferred Purchase Agreement, nonconvertible cumulative preferred stock of Seller;

WHEREAS, in connection with the execution of each of the Master Agreement and the Series B Preferred Purchase Agreement, the parties hereto wish to enter into this Guaranty pursuant to which Guarantor agrees, subject to the terms, conditions and limitations stated herein, to provide a guaranty of the payment obligations of Purchaser under each of the Master Agreement and the Series B Preferred Purchase Agreement.

WHEREAS, Guarantor is the parent company of Purchaser; and

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Except as otherwise defined herein, capitalized terms used herein shall have the meanings given to them in each of the Master Agreement and the Series B Preferred Purchase Agreement.

Section 2. Guarantor hereby irrevocably, absolutely and unconditionally guarantees the full and prompt payment, as and when due and payable, of all of the

Purchaser’s payment obligations to Seller under the Master Agreement and the Series B Preferred Purchase Agreement (collectively, the “Closing Documents”), including, without limitation, the payment of any and all damages (other than any indirect, punitive, special or consequential damages as determined by the arbitral body under Section 11) arising under the Closing Documents for which Purchaser is liable to Seller (the “Guaranteed Obligations”); provided that Guarantor’s aggregate liability under this Guaranty (including, without limitation, this Section 2) shall not, in any event and under any circumstance and notwithstanding anything to the contrary contained in this Guaranty or any agreement or document related hereto, exceed the amount (such amount, the “Guaranty Limits”) that is equal to:

(a) With respect to the Master Agreement:

(1) During the period from the date hereof until (A) any Cash Redemption of the Series B Preferred and surrender of such Series B Preferred in accordance with Section 1.3(a) of the Master Agreement, or (B) if there has occurred a Note Redemption, such time as the notes issued to Purchaser in connection therewith have been repaid or otherwise retired, $500,000,000 (including any and all liabilities related to the Put Option); and

(2) During the period after (A) any Cash Redemption of the Series B Preferred and surrender of such Series B Preferred in accordance with Section 1.3(a) of the Master Agreement, or (B) if there has occurred a Note Redemption, such time as the notes issued to Purchaser in connection therewith have been repaid or otherwise retired, $1,500,000,000 (including any and all liabilities related to the Put Option); and

(b) With respect to the Series B Preferred Purchase Agreement, $1,000,000,000.

For the avoidance of doubt, this Guaranty is subject to the terms of Section 9.12 of the Master Agreement, including clauses (a)(i)(B) and (a)(i)(C) thereof, and this Guaranty is not intended to increase or otherwise modify the obligations of Purchaser thereunder. Guarantor agrees that, in the event that Purchaser fails to timely satisfy any of its payment obligations to Seller under the Closing Documents, then Guarantor will pay (subject at all times to the Guaranty Limits), such Guaranteed Obligations in the place and stead of Purchaser. The Guarantor agrees that its guaranty constitutes a guaranty of payment when due and not of collection.

Section 3. Guarantor represents and warrants to Seller as follows:

(a) It is duly organized, validly existing, and in good standing under the laws of France. It has the power and authority to execute and deliver this Guaranty and to perform its obligations hereunder.

(b) The execution and delivery by it of this Guaranty and the performance of its obligations hereunder have been duly authorized by all necessary corporate action.

(c) This Guaranty has been duly executed and delivered by it and constitutes a valid and binding obligation of it, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

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(d) The execution and delivery by it of this Guaranty, and the performance by it of its obligations hereunder, do not and will not (i) violate or contravene any provision of its organizational documents, (ii) violate any law or order of any Governmental Authority to which it is subject, or (iii) conflict with or result in a breach of any material term or provision of or constitute a default under or result in the maturing of any Indebtedness pursuant to any indenture, mortgage, deed of trust, loan agreement, or other instrument to which it is a party or by which its properties are bound, except to the extent such conflict or breach under this clause (iii) would not have a material adverse effect on the business or operations of the Guarantor, or the ability of the Guarantor to perform its obligations hereunder.

(e) No notice or filing with, or approval of, any Governmental Authority is required by it for the due execution, delivery or performance of this Guaranty or for the validity or enforceability thereof.

(f) The payment obligations hereunder are unconditional and unsubordinated general obligations of the Guarantor, and rank and will rank at least pari passu in priority of payment with all other present and future unsecured unsubordinated Indebtedness of Guarantor.

Section 4. The obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by any of the following, any of which may be taken without the consent of, or notice to, Guarantor:

(a) any exercise or non-exercise by Seller of any right or privilege under the Closing Documents;

(b) any extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, or any acceptance of late or partial payments under or other modification of terms under, the Closing Documents;

(c) any bankruptcy, insolvency, reorganization, dissolution, liquidation or similar proceeding relating to Purchaser or any affiliate of Purchaser (other than Guarantor);

(d) the existence of any facts or circumstances which cause (or result in) any of the representations or warranties of Purchaser under the Closing Documents to be inaccurate;

(e) any merger, consolidation, restructuring or termination of the corporate existence of Purchaser; or

(f) the illegality, invalidity or unenforceability of any of all or any part of the Guaranteed Obligations.

Section 5. The obligations of Guarantor hereunder are independent of the obligations of Purchaser and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against Guarantor whether or not Purchaser is joined therein or a separate action or actions are brought against Purchaser. All remedies of Seller are cumulative.

Section 6. Guarantor unconditionally and irrevocably waives:

(a) demands, protests, or notices as the same pertain to Purchaser;

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(b) any right to require Seller to proceed against Purchaser or any other guarantor of the Guaranteed Obligations, or to exhaust any security held by Seller or to pursue any other remedy;

(c) any right to assert against Seller, as a defense, counterclaim, set-off, recoupment or cross claim in respect of the Guaranteed Obligations, any defense (legal or equitable) or other claim which Guarantor may now or at any time hereafter have against Purchaser or any other person;

(d) any defense based upon an election of remedies by Seller, unless the same would excuse performance by Purchaser, under the Closing Documents; and

(e) any duty of Seller to advise Guarantor of any information known to Seller regarding Purchaser or its ability to perform under the Closing Documents.

Section 7. Guarantor’s obligations under Section 2 hereof constitute a continuing guaranty and shall continue in full force and effect until termination of this Guaranty. This Guaranty shall immediately terminate:

(a) With respect to the Master Agreement, upon the earliest of (i) all payments of Purchaser under the Master Agreement having been fully and irrevocably made, (ii) such time as Guarantor has made payments under this Guaranty in an aggregate amount equal to the Guaranty Limits applicable to the Master Agreement, (iii) the occurrence of the Designated Interest Closing or (iv) if applicable, the termination of the Master Agreement pursuant to Section 8.1 of the Master Agreement (other than a termination under Section 8.1(d) thereof); provided, that in the case of clauses (iii) and (iv), this Guaranty shall remain in effect (except, in the case of clause (iv), where the Master Agreement was terminated pursuant to Section 8.1(c) thereof, in which case this Guaranty shall not continue in effect after the termination of the Master Agreement) with respect to Purchaser’s obligations under Article 2 of the Master Agreement and the other surviving provisions of the Master Agreement, any applicable Asset Purchase Agreement and the other applicable Ancillary Documents, in each case, solely in respect of the Put Option until the termination of the Put Option pursuant to Section 2.8 of the Master Agreement; and

(b) With respect to the Series B Preferred Purchase Agreement, upon the earlier to occur of (i) payment of the purchase price under Section 2.2 of the Series B Preferred Stock Purchase Agreement and (ii) such time as Guarantor has made payments under this Guaranty in an aggregate amount equal to the Guaranty Limits applicable to the Series B Preferred Stock Purchase Agreement.

Section 8. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers:

If to Guarantor:

Électricité de France

Tour EDF

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20, Place de la Défense
92050 Paris
France
Attention:	Marianne Laigneau
Telephone: +33 1 56 65 39 71
Fax: +33 1 40 42 61 67
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave., N.W.
Washington, D.C. 20005
Attention:	Michael P. Rogan, Esq.
Fax: (202) 661-8200
If to Seller:
Charles Berardesco
General Counsel
Constellation Energy Group, Inc.
750 E. Pratt Street
Baltimore, Maryland 21202
Fax: (410) 470-5766
with a copy to:
Kirkland & Ellis LLP
Citigroup Center
153 East 53rd Street
New York, New York 10022-4611
Attention:	George P. Stamas, Esq.
	Mark D. Director, Esq.
Fax: (202) 879-5200

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 8, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section 8, be deemed given upon receipt, and (iii) if delivered by mail in the manner described above to the address as provided in this Section 8, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section 8). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto.

Section 9. Notwithstanding anything to the contrary in this Guaranty or any certificate, agreement or document related to this Guaranty, this Guaranty shall not confer any rights or remedies upon any person other than the parties hereto and their lawful successors and permitted assigns.

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Section 10. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their lawful successors and permitted assigns. This Guaranty, and any rights and obligations hereunder, may not be assigned or transferred by any party hereto without the prior written consent of the other parties hereto.

Section 11. In the event of any dispute arising out of or in connection with this Guaranty, including any dispute regarding existence, termination or validity, each party shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Referee Procedure. All disputes arising out of or in connection with this Guaranty (including as to existence, termination and validity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said rules. The place of arbitration shall be New York, New York, United States of America. The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of laws of the State of New York. The language of the arbitration shall be English. Evidence shall be provided in English and pleadings shall be done in English. Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties hereby waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. The parties agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

Section 12. This Guaranty shall be governed by, and construed in accordance with, the law of the State of New York.

Section 13. This Guaranty embodies the entire agreement between Guarantor and Seller. There are no promises, terms, conditions or obligations other those contained herein, and this Guaranty shall supercede all previous communications, representations or agreements, either verbal or written, between Guarantor and Seller. No amendment of any provision of this Guaranty shall be valid unless the amendment shall be in writing and signed by Seller and Guarantor.

Section 14. Any term or provision of this Guaranty that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Section 15. This Guaranty may be executed and delivered (including via facsimile) in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Section 16. This Guaranty shall be effective from and after the date on which each of the Master Agreement and the Series B Preferred Purchase Agreement shall have been validly executed by each of the parties thereto.

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IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first above written.

ÉLECTRICITÉ DE FRANCE SA
By:	/s/ Daniel Camus
Name:	Daniel Camus
Title:	Chairman

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EX-10.5

Exhibit 10.5

EXECUTION COPY

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 CAPITAL

and

UBS SECURITIES LLC

Co-Lead Arrangers and Co-Book Managers

and

UBS SECURITIES LLC

Syndication Agent

TABLE OF CONTENTS

ARTICLE I DEFINITIONS; CONSTRUCTION		1
	Section 1.01. Defined Terms.	1
	Section 1.02. Terms Generally.	18
	Section 1.03. Time.	19
ARTICLE II THE ADVANCES		19
	Section 2.01. Making the Advances.	19
	Section 2.02. The Advances.	19
	Section 2.03. Borrowing and Conversion Procedures.	20
	Section 2.04. Fees	21
	Section 2.05. Repayment of Advances; Evidence of Indebtedness.	22
	Section 2.06. Interest.	23
	Section 2.07. Default Interest.	23
	Section 2.08. Alternate Rate of Interest.	24
	Section 2.09. Termination and Reduction of Commitments; Commitment Increase.	24
	Section 2.10. Prepayment.	25
	Section 2.11. Reserve Requirements; Change in Circumstances.	26
	Section 2.12. Change in Legality.	27
	Section 2.13. Pro Rata Treatment.	28
	Section 2.14. Sharing of Setoffs.	28
	Section 2.15. Payments.	29
	Section 2.16. Taxes.	29
	Section 2.17. Assignment of Commitments Under Certain Circumstances.	32
ARTICLE III CONDITIONS PRECEDENT		32
	Section 3.01. Conditions Precedent to Effectiveness of this Agreement.	32
	Section 3.02. Conditions Precedent to Each Borrowing.	34
	Section 3.03. Reliance on Certificates.	34
ARTICLE IV REPRESENTATIONS AND WARRANTIES		34
	Section 4.01. Representations and Warranties of the Borrower.	34
ARTICLE V COVENANTS OF THE BORROWER		37
	Section 5.01. Affirmative Covenants.	37
	Section 5.02. Negative Covenants.	39
	Section 5.03. Reporting Requirements.	43
	Section 5.04. Specified Indebtedness to Capitalization.	45
	Section 5.05. Consolidated EBITDA to Consolidated Interest Expense.	45
ARTICLE VI EVENTS OF DEFAULT		45
	Section 6.01. Events of Default.	45
	Section 6.02. Remedies.	47

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ARTICLE VII THE ADMINISTRATIVE AGENT		47
	Section 7.01. Authorization and Action.	47
	Section 7.02. Agent’s Reliance, Etc.	48
	Section 7.03. Discretionary Action.	49
	Section 7.04. Successor Agent.	49
	Section 7.05. RBS and Affiliates.	49
	Section 7.06. Indemnification.	49
	Section 7.07. Bank Credit Decision.	50
	Section 7.08. Relationship with Lenders.	50
	Section 7.09. Syndication Agent and Arrangers.	50
ARTICLE VIII MISCELLANEOUS		50
	Section 8.01. Notices.	50
	Section 8.02. Survival of Agreement.	51
	Section 8.03. Binding Effect.	51
	Section 8.04. Successors and Assigns.	51
	Section 8.05. Expenses; Indemnity.	54
	Section 8.06. Right of Setoff.	56
	Section 8.07. Applicable Law.	56
	Section 8.08. Waivers; Amendment.	56
	Section 8.09. ENTIRE AGREEMENT.	57
	Section 8.10. Severability.	57
	Section 8.11. Counterparts/Telecopy.	58
	Section 8.12. Headings.	58
	Section 8.13. Jurisdiction; Venue; Waiver of Jury Trial.	58
	Section 8.14. Electronic Communications.	59
	Section 8.15. Confidentiality.	60
	Section 8.16. EDFI Transactions.	61

SCHEDULES AND EXHIBITS

Schedule I	—	Schedule of Lenders
Schedule II	—	Collateral Assets
Schedule III	—	EDFI Transaction Documents
Exhibit A	—	Form of Assignment and Acceptance
Exhibit B	—	Form of Borrowing Request
Exhibit C	—	Form of Notice of Conversion
Exhibit D	—	Form of Compliance Certificate
Exhibit E	—	Form of Solvency Certificate

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This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 17, 2008, is entered into among CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (the “Borrower”), the lenders listed in Schedule I (together with their successors and assigns, the “Lenders”) and THE ROYAL BANK OF SCOTLAND PLC (“RBS”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENT

WHEREAS, the Borrower has previously entered into the $1,230,000,000 Credit Agreement, dated as of November 13, 2008 (the “Existing Credit Agreement”), among the Borrower, the lenders named therein and RBS, as administrative agent;

WHEREAS, the Borrower has requested that the Lenders that are parties to the Existing Credit Agreement amend and restate the Existing Credit Agreement on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, and subject to the satisfaction of the conditions precedent set forth in Section 3.01, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.01. Defined Terms.

As used in this Agreement, terms not defined in the lead paragraph or preamble shall have the meanings specified below:

“Administrative Agent” shall have the meaning given such term in the preamble hereto.

“Advance” shall mean a Eurodollar Advance or Base Rate Advance.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly or indirectly controls or is controlled by or is under common control with the Person specified. For this purpose, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting shares, by contract or otherwise.

“Applicable Lending Office” shall mean, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance, and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Advance.

“Applicable Margin” shall mean, with respect to any Type of Advance, at all times during which any Applicable Rating Level set forth below is in effect, the rate per annum set forth below for such Type of Advance next to such Applicable Rating Level:

Applicable Rating Level	Applicable Margin for Eurodollar Advances		Applicable Margin for Base Rate Advances
1	2.00.	%	1.00	%
2	2.25	%	1.25	%
3	2.75	%	1.75	%
4	3.00	%	2.00	%
5	3.50	%	2.50	%

A change in the Applicable Margin resulting from a change in the Applicable Rating Level shall become effective upon the date of announcement of a change in any Reference Rating that results in a change in the Applicable Rating Level.

“Applicable Rating Level” shall be determined, at any time, in accordance with the then- applicable Reference Ratings as follows:

Reference Ratings	Applicable Rating Level
One of the following ratings shall be in effect: Reference Rating by S&P of BBB+ or higher or Reference Rating by Moody’s of Baa1 or higher	1
One of the following ratings shall be in effect: Reference Rating by S&P of at least BBB or Reference Rating by Moody’s of at least Baa2	2
One of the following ratings shall be in effect: Reference Rating by S&P of at least BBB- or Reference Rating by Moody’s of at least Baa3	3
One of the following ratings shall be in effect: Reference Rating by S&P of at least BB+ or Reference Rating by Moody’s of at least Ba1	4
Both of the following ratings shall be in effect: Reference Rating by S&P lower than BB+ (or unrated) and Reference Rating by Moody’s lower than Ba1 (or unrated)	5

In the event that none of Applicable Rating Levels 1, 2, 3 or 4 shall be applicable, or no Reference Rating by either S&P or Moody’s shall be in effect, then the Applicable Rating Level shall be Applicable Rating Level 5. The Applicable Rating Level shall be redetermined on the date of announcement of a change in any of these Reference Ratings.

Notwithstanding the above, (i) if at any time there is a split between Reference Ratings by S&P and Moody’s, the Applicable Rating Level shall be determined by the higher Reference Rating, unless there is a difference of more than one Level between such Reference Ratings, in which case the Applicable Rating Level shall be the Applicable Rating Level that corresponds to the Reference Ratings one Level below the higher Reference Rating.

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“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Articles Supplementary” shall mean the Articles Supplementary to the charter of the Borrower relating to the Series B Preferred Stock of the Borrower.”

“Asset Disposition” shall mean any event described in paragraph (iii) of the definition of Prepayment Event.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee in the form of Exhibit A.

“Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (i) the rate of interest per annum announced from time to time by RBS as its prime rate, (ii) the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1% and (iii) the rate of interest per annum (rounded upwards, if necessary, to the nearest  ¹/100 of 1%) appearing on a nationally recognized service such as Reuters Page LIBOR01 (or any successor page) as displaying the London interbank offered rate for deposits in dollars at approximately 11:00 A.M. (London time) such day for a term of one month (the “One-Month LIBOR Rate”) plus 1%; provided, however, if more than one rate is specified on such service, the applicable rate shall be the arithmetic mean of all such rates plus 1%. Any change in the Base Rate due to a change in RBS’s prime rate, the Federal Funds Effective Rate or the One-Month LIBOR Rate shall be effective at the opening of business on the effective date of such change in such prime rate, the Federal Funds Effective Rate or the One-Month LIBOR Rate, respectively.

“Base Rate Advance” shall mean an Advance that bears interest at a rate determined by reference to the Base Rate in accordance with the provisions of Article II.

“Base Rate Borrowing” shall mean a Borrowing comprised of Base Rate Advances.

“BGE” shall mean Baltimore Gas and Electric Company, a Subsidiary of Borrower.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Borrower” shall mean Constellation Energy Group, Inc., a Maryland corporation.

“Borrowing” shall mean a borrowing consisting of (i) simultaneous Advances of the same Type and having the same interest period made by each of the Lenders pursuant to Section 2.03. All Advances of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“Borrowing Request” shall mean a request made pursuant to Section 2.03 in the form of Exhibit B.

“Business Day” shall mean any day (other than a day that is a Saturday, Sunday or legal holiday in the State of New York or the State of Maryland) on which banks are open for business

3

in New York, New York and Baltimore, Maryland; provided, however, that, when used in connection with a Eurodollar Advance, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capitalization” shall mean, with respect to any Person, the sum of (i) the aggregate of the capital stock, including preferred and preference stock, (but excluding treasury stock and capital stock subscribed and unissued) and other equity accounts (including retained earnings, paid-in capital and minority interest) of such Person and its Subsidiaries as the same appears on its balance sheet prepared in accordance with GAAP as of the date of determination, but including (without duplication and except as expressly provided otherwise herein) Equity- Preferred Securities of such Person and its Subsidiaries and excluding the effect on accumulated other comprehensive income (loss) resulting from (A) Financial Accounting Statement No. 133 (Accounting for Derivative Instruments and Hedging Activities) and (B) any pension and other post-retirement benefits liability adjustments recorded in accordance with GAAP, and (ii) the amount of all Specified Indebtedness of such Person and its Subsidiaries as of the same date.

“Capitalized Lease Obligation” shall mean any obligation to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real and/or personal property, which obligation is required to be classified and accounted for as a capital lease on a balance sheet prepared in accordance with GAAP, and for purposes hereof the amount of such obligation shall be the capitalized amount determined in accordance with such principles.

“Cash Equivalents” shall mean (i) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition; (ii) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (iii) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (iv) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (ii) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (v) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (vi) securities with maturity of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (ii) of this definition; and (vii) shares of money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (i) through (vi) of this definition.

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“Change in Control” shall mean the occurrence of either of the following: (i) any entity, person (within the meaning of Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) either (A) acquires shares of common stock of the Borrower in a transaction or series of transactions that results in such entity, person or group becoming, directly or indirectly, the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 20% or more of the outstanding common stock of the Borrower, or (B) acquires, by proxy or otherwise, the right to vote, for the election of directors, for any merger, combination or consolidation of the Borrower, or for any other matter or question, 20% or more of the then outstanding voting securities of the Borrower (except where such acquisition is made by a person or persons appointed by at least a majority of the board of directors of the Borrower to act as proxy for any purpose); or (ii) the election or appointment, within a twelve-month period, of persons to the Borrower’s board of directors who were not directors of the Borrower at the beginning of such twelve-month period, and whose election or appointment was not approved by a majority of those persons who were directors at the beginning of such period, where such newly elected or appointed directors constitute 30% or more of the directors of the board of directors of the Borrower. Notwithstanding the foregoing, the acquisition of the Borrower by MidAmerican Energy Holdings Company substantially in accordance with the terms described in the Borrower’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 18, 2008, will not constitute a “Change in Control”.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“Collateral” shall mean all collateral granted under the Security Documents.

“Collateral Agent” shall have the meaning assigned to such term in the Wachovia Credit Agreement.

“Collateral Trigger Date” shall mean the date on which the Termination Date (as defined in the EDFI Master Put and Purchase Agreement) shall have occurred and (i) the Reference Rating by S&P or the long-term, senior unsecured non-credit enhanced debt rating of the Borrower issued by Fitch Ratings, Inc. shall be below BBB- or (ii) the Reference Rating by Moody’s shall be below Baa3.

“Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Advances under this Agreement as set forth in Schedule I hereto, as such commitment may be terminated or reduced from time to time pursuant to Section 2.09 or modified from time to time pursuant to Section 8.04.

“Commitment Fee Rate” shall mean, at all times during which any Applicable Rating Level is in effect, the rate per annum set forth below next to such Applicable Rating Level:

Applicable Rating Level	Commitment Fee
1	0.500	%
2	0.625	%
3	0.75	%
4	1.000	%
5	1.250	%

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A change in the Commitment Fee Rate resulting from a change in the Applicable Rating Level shall become effective upon the date of announcement of a change in any Reference Rating that results in a change in the Applicable Rating Level.

“Commitment Percentage” shall mean, as to any Lender as of any date of determination, the percentage describing such Lender’s pro rata share of the Commitments set forth in the Register from time to time.

“Consolidated EBITDA” shall mean, for any period, an amount equal to Consolidated Net Income for such period plus (i) the following to the extent deducted in calculating such Consolidated Net Income and without duplication: (A) Consolidated Interest Expense for such period, (B) the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (C) depreciation and amortization expense, (D) non-recurring expenses and charges and (E) extraordinary expenses and charges, minus (ii) the following to the extent included in calculating such Consolidated Net Income and without duplication: (A) Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such period, (B) non-cash items increasing Consolidated Net Income for such period, other than items of the type described in the Borrower’s financial statements delivered pursuant to Section 3.01(c)(vi) as “Derivative assets and liabilities, excluding collateral”, (C) non-recurring income and (D) extraordinary income.

“Consolidated Interest Expense” shall mean, for any period, the sum of (i) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its consolidated Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (ii) the portion of rent expense of the Borrower and its consolidated Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP less consolidated interest income including interest earned on cash margin accounts with counterparties.

“Consolidated Net Income” shall mean, for any period, the net income of the Borrower and its consolidated Subsidiaries for that period.

“Constellation Commodities Group” shall mean Constellation Energy Commodities Group, Inc. (formerly known as Constellation Power Source, Inc.), a Delaware corporation.

“Constellation Generation” shall mean Constellation Energy Nuclear Group, LLC (formerly known as Constellation Nuclear, LLC), a Maryland limited liability company.

“Convert”, “Conversion” and “Converted” each shall mean a conversion of Borrowings of one Type into Borrowings of another Type, or the selection of a new, or the renewal of the same, Interest Period for Eurodollar Borrowings pursuant to the terms of this Agreement.

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“Credit Documents” shall mean this Agreement, any Note, the Security Documents, any Borrowing Request, the Fee Letter and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

“Defaulting Lender” shall mean any Lender that (i) has not made available to the Administrative Agent such Lender’s ratable portion of a requested Borrowing within three Business Days after the date due therefor in accordance with Section 2.02(c), (ii) has notified the Borrower or the Administrative Agent that it does not intend to comply with its obligations under Section 2.02(c) or (iii) is the subject of a bankruptcy, insolvency or similar proceeding.

“Designated Lender” shall mean a Defaulting Lender or a Downgraded Lender.

“Downgraded Lender” shall mean any Lender (i) the long-term, senior unsecured Indebtedness of which is rated below BBB- by S&P, Baa3 by Moody’s or a comparable rating by any other nationally-recognized rating agency, or (ii) that is a Subsidiary of a Person that is the subject of a bankruptcy, insolvency or similar proceeding.

“Domestic Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“EDFI “ shall mean Électricité de France International, SA or any of its affiliates.

“EDFI Acquisition” shall mean the acquisition of a 49.99% ownership interest in Constellation Generation by EDFI, in accordance with the terms described in the EDFI Master Put and Purchase Agreement.

“EDFI Facility” shall mean the Senior Unsecured Note and Bridge Commitment Letter, dated December 17, 2008, by Électricité de France SA in favor of the Borrower, as it may be amended, modified waived or supplemented in accordance with the terms hereof (except as expressly provided otherwise herein).

“EDFI Investment” shall mean the purchase by EDFI of $1,000,000,000 of the Borrower’s Series B Preferred Stock, in accordance with the terms described in the EDFI Stock Purchase Agreement.

“EDFI Master Put and Purchase Agreement” shall mean the Master Put Option and Membership Interest Purchase Agreement, dated as of December 17, 2008, by and among the Borrower, EDF Development Inc., EDFI and Constellation Generation, as it may be amended, modified, waived or supplemented in accordance with the terms hereof (except as expressly provided otherwise herein).

“EDFI Put Options” shall mean the put options pursuant to which the Borrower or its Subsidiaries could sell to EDFI assets having an aggregate value of up to $2,000,000,000, in accordance with the terms described in EDFI Master Put and Purchase Agreement.

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“EDFI Stock Purchase Agreement” shall mean the Stock Purchase Agreement, dated as of December 17, 2008, by and among the Borrower, EDF Development Inc. and EDFI, as it may be amended, modified, waived or supplemented in accordance with the terms hereof (except as expressly provided otherwise herein).

“EDFI Transaction Documents” shall mean the documents to be entered into in relation to the EDFI Transactions listed in Schedule III hereto, as each may be amended, modified, waived or supplemented in accordance with the terms hereof (except as expressly provided otherwise herein).

“EDFI Transactions” shall mean the EDFI Acquisition, the EDFI Investment and the transactions contemplated by the EDFI Put Options and the EDFI Facility.

“Effective Date” shall have the meaning assigned to such term in Section 3.01.

“Eligible Assignee” shall mean any of the following entities: (i) a financial institution organized under the laws of the United States, or any State thereof, and having total assets in excess of $1,000,000,000; and (ii) a financial institution organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such financial institution is acting through a branch or agency located in the United States.

“Equity-Preferred Securities” of any Person shall mean (i) debt or preferred securities that are mandatorily convertible or mandatorily exchangeable into common shares of such Person and (ii) any other securities, however denominated, including but not limited to trust originated preferred securities, (A) issued by such Person or any Subsidiary of such Person, (B) that are not subject to mandatory redemption or the underlying securities, if any, of which are not subject to mandatory redemption, (C) that are perpetual or mature no less than 30 years from the date of issuance, (D) the indebtedness issued in connection with which, including any guaranty, is subordinate in right of payment to the unsecured and unsubordinated indebtedness of the issuer of such indebtedness or guaranty, and (E) the terms of which permit the deferral of the payment of interest or distributions thereon.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time (or any successor statute) and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” shall mean, with respect to any Person, any trade or business (whether or not incorporated) which together with such Person is a single employer within the meaning of Section 4001(b)(1) of ERISA or Section 414 of the Code.

“ERISA Event” shall mean (i) (A) the occurrence of a Reportable Event or (B) the satisfaction of the requirements of paragraph (1) of Section 4043(b) of ERISA with respect to the Borrower or an ERISA Affiliate of the Borrower that is a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Title IV Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA of which the Borrower has actual knowledge will occur with respect to such Title IV Plan within the following thirty (30) days; (ii) the filing of an

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application for a minimum funding waiver with respect to a Title IV Plan; (iii) the provision by the administrator of any Title IV Plan of a notice of intent to terminate such Title IV Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iv) the cessation of operations at a facility of the Borrower or any ERISA Affiliate of the Borrower in the circumstances described in Section 4062(e) of ERISA; (v) the withdrawal by the Borrower or any ERISA Affiliate of the Borrower from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (vi) the withdrawal by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan that results in a liability to the Borrower or any ERISA Affiliate of the Borrower of at least $25,000,000; (vii) the fulfillment of the conditions for the imposition of a lien under Section 302(f) or 303(k) of ERISA or Section 430(k) of the Code with respect to any Title IV Plan; (viii) the adoption of an amendment to a Title IV Plan requiring the provision of security to such Title IV Plan pursuant to Section 307 of ERISA, the provision of security pursuant to Section 206(g)(5)(a) of ERISA or Section 436(f)(1) of the Code, or the violation of Section 206(g) of ERISA or Section 436 of the Code with respect to a Single Employer Plan, or Section 305 of ERISA or Section 432 of the Code with respect to a Multiemployer Plan; (ix) the institution by the PBGC of proceedings to terminate a Title IV Plan or the appointment of a trustee to administer a Title IV Plan pursuant to Section 4042 of ERISA, or any other event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan; or (x) the reorganization (as described in Section 4241 of ERISA), the insolvency (as described in Section 4245 of ERISA) or the termination of a Multiemployer Plan that results in a liability to the Borrower or any ERISA Affiliate of the Borrower of at least $25,000,000.

“Eurocurrency Liabilities” shall have the meaning specified in Regulation D of the Board, as in effect from time to time.

“Eurodollar Advance” shall mean an Advance that bears interest at the Eurodollar Rate in accordance with the provisions of Article II.

“Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Advances.

“Eurodollar Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto (or, if no such office is specified, its Domestic Lending Office) or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“Eurodollar Rate” shall mean, for each Interest Period for each Eurodollar Advance made as part of the same Borrowing, the rate of interest per annum (rounded upwards, if necessary, to the nearest  ¹/100 of 1%) appearing on a nationally recognized service such as Reuters Page LIBOR01 (or any successor page) as displaying the London interbank offered rate for deposits in dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on such service, the applicable rate shall be the arithmetic mean of all such rates. If, for any reason, such rate is not available, the term “Eurodollar Rate” shall mean, with respect to any Eurodollar Advance for the Interest Period applicable thereto, the average of the rates of interest per annum (rounded upwards, if necessary,

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to the nearest  ¹/100 of 1%) that are offered by the Reference Banks deposits in dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

“Eurodollar Reserve Percentage” of any Lender for each Interest Period for each Eurodollar Advance shall mean the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under Regulation D or other regulations issued from time to time by the Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement, without benefit of or credit for proration, exemptions or offsets) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

“Event of Default” shall have the meaning assigned to such term in Section 6.01.

“Existing Credit Agreement” shall have the meaning assigned to such term in the Preliminary Statement hereto.

“Federal Funds Effective Rate” shall mean, for any day, the rate per annum (rounded upwards to the next  ¹/100^th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or, if such rate is not so released for any day which is a Business Day, the arithmetic average (rounded upwards to the next  ¹/100^th of 1%), as determined by the Administrative Agent, of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean the Fee Letter, dated August 26, 2008, as amended, modified and supplemented from time to time, among the Borrower, RBS, RBS GC, UBS Loan Finance LLC and UBS Securities LLC.

“Fund” shall mean any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” shall mean generally accepted accounting principles, applied on a consistent basis, except as specified in any financial statements delivered pursuant to Section 5.03.

“Guarantee Obligation” shall mean, as to any Person (the “guaranteeing person”), any obligation of (i) the guaranteeing person or (ii) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (A) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (B) to advance or supply funds (1)

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for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (D) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (y) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Hazardous Substance” shall mean any waste, substance, or material identified as hazardous, dangerous or toxic by any office, agency, department, commission, board, bureau, or instrumentality of the United States or of the State or locality in which the same is located having or exercising jurisdiction over such waste, substance or material.

“Hostile Acquisition” shall mean any Target Acquisition involving a tender offer or proxy contest that has not been recommended or approved by the board of directors (or similar governing body) of the person that is the subject of such Target Acquisition. As used herein, “Target Acquisition” shall mean any transaction, or any series of related transactions, by which the Borrower and/or any of its Subsidiaries directly or indirectly (i) acquires any ongoing business or all or substantially all of the assets of any Person or division thereof, whether through purchase of assets, merger or otherwise, (ii) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the securities of a Person that has ordinary voting power for the election of directors or (iii) otherwise acquires control of a more that 50% ownership interest in any such Person.

“Indebtedness” shall mean, with respect to any Person at any date, without duplication, (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person, issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business) which purchase price is due more than one year from the date of incurrence of the obligation in respect thereof or is evidenced by a note or other instrument; (iii) all reimbursement obligations of such Person with respect to surety bonds, letters of credit (to the extent not collateralized with cash or Cash Equivalents), banker’s acceptances and similar instruments (in each case, whether or not matured); (iv) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments including obligations so evidenced incurred in connection with the acquisition of property, assets or business; (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (vi) all Capitalized Lease

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Obligations, leverage leases, sale and leasebacks and other similar lease arrangements of such Person in amounts that exceed $25,000,000 in the aggregate; (vii) all Off-Balance Sheet Liabilities; (viii) withdrawal liability incurred under ERISA to any Multiemployer Plan by such Person or any ERISA Affiliate of such Person; and (ix) all indebtedness of others of the type referred to in (i) through (viii) as to which such Person has a Guarantee Obligation.

“Interest Payment Date” shall mean, with respect to any Advance, the last day of the Interest Period applicable thereto and, in the case of a Eurodollar Advance with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date for such Advance had successive Interest Periods of three months’ duration been applicable to any Advance and, in addition, the date of any prepayment of each Advance or Conversion of any Advance to an Advance of a different Type or having a new Interest Period.

“Interest Period” shall mean (i) as to any Eurodollar Advance, the period commencing on the date of such Advance or the date of the Conversion of any Advance into a Eurodollar Advance and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2 or 3 months thereafter, or such other period as the Borrower and all the Lenders may agree in any specific instance and (ii) as to any Base Rate Advance, the period commencing on the date of such Advance or the Conversion of any Advance into a Base Rate Advance and ending on the earliest of (A) the Termination Date and (B) the date such Advance is repaid, prepaid or Converted; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of Eurodollar Advances only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day.

“Lender” shall have the meaning given such term in the preamble hereto.

“LIBOR Market Rate Spread” shall mean, for any Interest Period for any Eurodollar Borrowing, 100% of the Borrower’s five-year credit default swap spread (as obtained by the Administrative Agent from the Markit Group Limited website) on the date two Business Days prior to the first day of such Interest Period. The Administrative Agent will determine the LIBOR Market Rate Spread no later than 11:00 A.M. on the date two Business Days prior to the first day of the Interest Period for any Eurodollar Borrowing; provided, however, that in the event that the LIBOR Market Rate Spread for such Eurodollar Borrowing is not available from Markit Group Limited two Business Days prior to the first day of the Interest Period for such Eurodollar Borrowing, the Borrower, RBS (or any of its Affiliates) and UBS Loan Finance LLC (or any of its Affiliates) shall negotiate in good faith (for a period of up to 30 days after the credit default swap spread becomes unavailable (such 30-day period, the “Negotiation Period”)) to agree on an alternative method for establishing the LIBOR Market Rate Spread. The LIBOR Market Rate Spread at any date of determination thereof that falls during the Negotiation Period shall be based upon the then most recently available quote of the credit default swap spread determined pursuant to the first sentence of this definition. If no such alternative method is agreed upon during the Negotiation Period, the LIBOR Market Rate Spread as at any date of determination after the end of the Negotiation Period shall be a rate per annum equal to the greater of (i) 100% of the maximum Applicable Margin for Eurodollar Advances and (ii) the average of the Borrower’s five-year credit default swap spreads (as obtained by the Administrative Agent from the Markit Group Limited website) during the 30 day period ending on the date on which such swap spread was most recently available from Markit Group Limited.

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“Lien” shall have the meaning specified in Section 5.02(a).

“Loan Parties” shall mean the Borrower and each grantor of Collateral under a Security Document.

“Majority Lenders” shall mean Lenders having Commitments representing in excess of 50% of the aggregate Commitments or, if the Commitments have been terminated, Lenders holding Outstanding Credits representing in excess of 50% of the Outstanding Credits.

“Margin Regulations” shall mean Regulations T, U and X of the Board as from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Margin Stock” shall have the meaning given such term under Regulation U of the Board.

“Material Adverse Change” shall mean any event, development or circumstance that has had a material adverse effect on (i) the transactions contemplated by this Agreement, (ii) the financial condition or financial results of operations of the Borrower and its Subsidiaries taken as a whole on a consolidated basis or (iii) the validity or enforceability of any of the Credit Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder.

“Material Grantor” shall be a collective reference to Loan Parties other than the Borrower (x) the assets of which (individually or in the aggregate) are equal to or greater than 5% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries, taken as a whole, and (y) the net income (determined in accordance with GAAP) of which (individually or in the aggregate) is equal to or greater than 5% of the net income of the Borrower and its Subsidiaries, taken as a whole (initially determined as of the date hereof by reference to the audited financial statements of the Borrower and its Subsidiaries delivered to the Administrative Agent pursuant to Section 3.01(c)(v) and thereafter determined as of the date annual audited financial statements of the Borrower and its consolidated Subsidiaries are required to be delivered to the Administrative Agent pursuant to Section 5.03(c)).

“Material Subsidiary” shall mean (i) Constellation Commodities Group and Constellation Generation and (ii) any Subsidiary of the Borrower (x) the assets of which are equal to or greater than 30% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries, taken as a whole, and (y) the net income (determined in accordance with GAAP) of which is equal to or greater than 25% of the net income of the Borrower and its Subsidiaries, taken as a whole (initially determined as of the date hereof by reference to the audited financial statements of the Borrower and its Subsidiaries delivered to the Administrative Agent pursuant to Section 3.01(c)(v) and thereafter determined as of the date annual audited financial statements of the Borrower and its consolidated Subsidiaries are required to be delivered to the Administrative Agent pursuant to Section 5.03(c)).

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“MEHC Agreement” shall mean the Agreement and Plan of Merger, dated as of September 19, 2008, among the Borrower, MEHC Merger Sub, Inc. and MidAmerican Energy Holdings Company.

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” shall mean a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate of the Borrower (i) is making or accruing an obligation to make contributions, or (ii) within any of the preceding six plan years, made or accrued an obligation to make contributions.

“Multiple Employer Plan” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of the Borrower or any ERISA Affiliate of the Borrower and for the employees of one or more other Persons or (ii) was so maintained and in respect of which the Borrower or any ERISA Affiliate of the Borrower would have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Net Proceeds” shall mean, with respect to any Prepayment Event, (i) the cash proceeds received in respect of such Prepayment Event including any cash received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received, and, in the case of a condemnation or similar event, cash condemnation awards and similar cash payments, in each case net of (ii) the sum of (A) all fees and expenses paid or reasonably estimated by the Borrower to be payable by the Borrower or any of its Subsidiaries to third parties (other than Affiliates of the Borrower) in connection with such Prepayment Event (including customary legal, accounting and investment banking fees, commissions, discounts, relocation fees and expenses, and any actual liabilities or losses in respect of any condemnation or similar event or to pay amounts required to be paid with such condemnation or similar payments under the terms of contractual obligations then in effect), (B) in the case of a sale of an asset (including pursuant to a sale and leaseback transaction) or a condemnation or similar proceeding, the amount of all payments required to be made by the Borrower or any of its Subsidiaries as a result of such event to repay Indebtedness (other than the Advances) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (C) the amount of all taxes paid (or reasonably estimated to be payable within the 12 months following such Prepayment Event) by the Borrower and its Subsidiaries in connection with such Prepayment Event, and (D) any amount remitted in an escrow or any reserves established by the Borrower and its Subsidiaries against liabilities under any indemnification obligation or purchase price adjustment or otherwise associated with such Prepayment Event, including pension and post-employment benefit liabilities and liabilities related to environmental laws or against any other contingent obligation related to such Prepayment Event, that, in each case, are reasonably estimated to be payable within the 12 months following such Prepayment Event (as determined in good faith by the chief financial officer or treasurer of the Borrower).

“Non-U.S. Payee” shall have the meaning specified in Section 2.16(f).

“Note” shall mean a promissory note of the Borrower issued pursuant to Section 2.05(e) at the request of a Lender, evidencing the Advances and in form satisfactory to the Administrative Agent, as such promissory note may be amended, modified, supplemented or replaced from time to time.

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“Notice of Conversion” shall have the meaning assigned to that term in Section 2.03(b).

“Off-Balance Sheet Liability” of a Person shall mean any of the following obligations not appearing on such Person’s balance sheet (i) all lease obligations, leveraged leases, sale and leasebacks and other similar lease arrangements of such Person, (ii) any liability under any so called “synthetic lease” transaction entered into by such Person, and (iii) any obligation arising with respect to any other transaction if and to the extent that such obligation is the functional equivalent of borrowing but that does not constitute a liability on the balance sheet of such Person.

“Outstanding Credits” shall mean, on any date of determination, an amount equal to the aggregate principal amount of all Advances outstanding on such date.

“Patriot Act” shall mean the USA Patriot Act (title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended or otherwise modified from time to time.

“Patriot Act Disclosures” shall mean all documentation and other information that the Administrative Agent or any Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Securitization” shall mean (i) the transfer of the rights of BGE under a qualified rate order to an Affiliate, (ii) the issuance of rate stabilization bonds by an Affiliate of the BGE and (iii) the creation of Liens on rate stabilization property to secure the payment of the rate stabilization bonds by an Affiliate of BGE, as contemplated by Sections 7-520 et. seq. of the Public Utility Companies Article of the Annotated Code of Maryland or any successor provision of Maryland law.

“Person” shall mean any natural person, corporation, limited liability company, business trust, joint venture, joint stock company, trust, association, company, partnership or government, or any agency or political subdivision thereof.

“Plan” shall mean any material “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by the Borrower or any ERISA Affiliate of the Borrower.

“Prepayment Event” shall mean:

(i)(a) the issuance by the Borrower or any of its Subsidiaries (other than BGE) of any equity, equity hybrid or equity-linked securities (including, without limitation, Equity-Preferred Securities), other than any such securities (1) issued to the Borrower or a Subsidiary of the Borrower by a Subsidiary of the Borrower, (2) issued in connection with the EDFI Investment or issued to replace or refinance the EDFI

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Investment or (3) issued in connection with any employee benefit or long-term equity plan or any shareholder investment plan, or (b) the receipt by the Borrower or any Subsidiary of the Borrower of any capital contribution, other than any such capital contribution by the Borrower or a Subsidiary of the Borrower to a Subsidiary of the Borrower;

(ii) the incurrence by the Borrower or any of its Subsidiaries (other than BGE) of any Indebtedness described in clause (i) or (iv) of the definition thereof, other than (A) Indebtedness under commercial paper programs and credit facilities (including this Agreement) in existence on the date hereof and in a principal amount under each such program or facility not in excess of the principal amount provided thereunder on the date hereof, including tax-exempt financings, (B) extensions or refinancings of any Indebtedness outstanding on the date hereof or otherwise described in clause (A), provided that the principal amount of any such extended or refinanced Indebtedness shall not exceed the principal amount of the Indebtedness so extended or refinanced plus the amount of any prepayment premium, accrued or accreted amounts paid in respect of such Indebtedness and customary fees and expenses related to such refinancing, (C) Indebtedness secured by gas reserves not in excess of $80 million aggregate principal amount outstanding at any time, (D) Indebtedness under the EDFI Facility and Indebtedness incurred to replace or refinance the Indebtedness under the EDFI Facility on substantially similar terms, (E) the issuance by the Borrower of the Senior Notes (as defined in the Articles Supplementary), (F) any Indebtedness incurred by the Borrower or any of its Subsidiaries and owing to the Borrower or any of its Subsidiaries and (G) any other Indebtedness described in clause (i) or (iv) of the definition thereof not in excess of $100 million in aggregate principal amount outstanding at any time; or

(iii) any sale (including pursuant to a sale and leaseback transaction) of any property of the Borrower or any of its Subsidiaries (other than BGE) not in the ordinary course of business (including, without limitation, the sale of the Borrower’s global commodities business, London-based operations and power generating facilities but excluding any sale of assets pursuant to the Put Agreements or the EDFI Put Options and the EDFI Acquisition), other than (A) sales of commodity contracts and similar rights, (B) dispositions by the Borrower or any of its Subsidiaries to the Borrower or any of its Subsidiaries and (C) dispositions of assets resulting in aggregate Net Proceeds from all asset dispositions after the date hereof not exceeding $200,000,000; and

(iv) any taking of any property of the Borrower or any of its Subsidiaries (other than BGE) under power of eminent domain or by condemnation or similar proceeding, or any transfer of any such property in lieu of a condemnation or similar taking thereof.

“Put Agreements” shall mean (i) the Put Agreement, dated as of November 6, 2008, among MidAmerican Energy Holdings Company, the Borrower, MEHC Merger Sub Inc. and Constellation Power Source Generation Inc. and (ii) the Put Agreement, dated as of November 6, 2008, among MidAmerican Energy Holdings Company, the Borrower, MEHC Merger Sub Inc. and CER Generation II, LLC.

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“RBS” shall have the meaning given such term in the preamble hereto.

“RBS GC” shall mean RBS Securities Corporation d/b/a RBS Greenwich Capital.

“Reference Banks” shall mean RBS and such other Lenders as are designated by the Borrower.

“Reference Rating” by S&P or Moody’s shall mean, on any date of determination, the most recently announced long-term, senior unsecured non-credit enhanced debt rating of the Borrower issued by S&P or Moody’s, respectively.

“Register” shall have the meaning assigned to such term in Section 8.04(d).

“Reportable Event” shall mean any event described in Section 4043(c) of ERISA, other than an event (excluding an event described in Section 4043(c)(1) relating to tax disqualification) with respect to which the thirty (30) day notice requirement of such section has been waived.

“S&P” shall mean Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc. or any successor thereto.

“Secured Parties” shall mean the Administrative Agent and each Lender.

“Security Documents” shall mean each security agreement, mortgage and other document and instrument entered into to create and perfect the Collateral Agent’s first priority Liens granted pursuant to Section 5.01(i).

“Single Employer Plan” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of the Borrower or any ERISA Affiliate of the Borrower and for no employees of any Person other than the Borrower or such ERISA Affiliate or (ii) was so maintained and in respect of which the Borrower or any ERISA Affiliate of the Borrower would have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Solvent” shall mean, with respect to any Person as of a particular date, that on such date (i) such Person is able to pay its debts and contingent obligations as they mature in the normal course of business, (ii) Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course and (iii) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Indebtedness” of any Person shall mean all Indebtedness of such Person and its Subsidiaries, excluding, however, (i) Indebtedness incurred in connection with any Permitted Securitization, (ii) Equity-Preferred Securities of such Person and its Subsidiaries not to exceed

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20% of Capitalization of such Person (calculated for purposes of this definition without regard to any Equity-Preferred Securities of such Person and its Subsidiaries) and (iii) commercial paper issued by such Person or such Subsidiary and outstanding on any date of determination in an aggregate face amount not exceeding the lesser of $1,000,000,000 and the sum of (x) cash and (y) the value of Cash Equivalents, in each case, owned free and clear of any Lien by such Person or Subsidiary on such date.

“Subsidiary” shall mean, with respect to any Person, any corporation or other entity of which more than 50% of (i) the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) or (ii) other equity interest comparable to that described in the preceding clause (i) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries, or by one or more other Subsidiaries.

“Termination Date” shall mean the earliest to occur of (i) November 12, 2009, (ii) the closing of the EDFI Acquisition and (iii) the date of termination or reduction in whole of the Commitments in accordance with this Agreement.

“Title IV Plan” shall mean a Single Employer Plan, Multiemployer Plan or Multiple Employer Plan.

“Type”, when used in respect of any Advance or Borrowing, shall refer to the Rate by reference to which interest on such Advance or on the Advances comprising such Borrowing is determined. For purposes hereof, “Rate” shall mean the Eurodollar Rate or the Base Rate.

“Unmatured Default” shall mean the occurrence and continuance of an event that, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“Unused Commitment” shall mean, for any period from the date hereof to the Termination Date, the amount by which (i) the sum of the aggregate Commitments exceeds (ii) the daily average sum for such period of the aggregate principal amount of Outstanding Credits.

“Wachovia Credit Agreement” means the Amended and Restated Credit Agreement, dated as of July 31, 2007, among the Borrower, the lenders parties thereto and Wachovia Bank, National Association, as administrative agent, letter of credit issuing bank and swingline lender (as amended, modified and supplemented from time to time).

“Withdrawal Liability” shall have the meaning specified in Part 1 of Subtitle E of Title IV of ERISA.

Section 1.02. Terms Generally.

The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and

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Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article V or any related definition to eliminate the effect of any change in GAAP occurring after the date hereof on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Majority Lenders wish to amend Article V or any related definition for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Majority Lenders.

Section 1.03. Time.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight Time, as the case may be, unless specified otherwise.

ARTICLE II

THE ADVANCES

Section 2.01. Making the Advances.

(a) Subject to the terms and conditions herein set forth, each Lender agrees, severally and not jointly, to make Advances, at any time and from time to time until the Termination Date, to the Borrower in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment minus an amount equal to such Lender’s Commitment Percentage multiplied by the Outstanding Credits at such time.

(b) At no time shall the Outstanding Credits exceed the aggregate Commitments. The Borrower agrees to prepay Advances (subject to payment of the breakage fee required pursuant to clause (ii) of Section 8.05(b)(ii)) to the extent required to ensure compliance with this provision at all times.

(c) No more than ten Eurodollar Borrowings shall be outstanding at any one time.

(d) Within the foregoing limits, the Borrower may borrow, pay or prepay, subject to the limitations set forth in Section 2.10(a), and reborrow Advances hereunder, on and after the date hereof and prior to the Termination Date, subject to the terms, conditions and limitations set forth herein.

Section 2.02. The Advances.

(a) Each Advance shall be made as part of a Borrowing consisting of Advances made by the Lenders ratably in accordance with their respective Commitments; provided, however, that the failure of any Lender to make any Advance shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Advance required to be made by such other Lender). The Advances comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or an aggregate principal amount equal to the remaining balance of the available Commitments).

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(b) Each Borrowing shall be comprised entirely of Eurodollar Advances or Base Rate Advances, as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. Subject to Section 2.01(c), Borrowings of more than one Type may be outstanding at the same time.

(c) Each Lender shall make each Advance to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 12:00 noon, and the Administrative Agent shall, by 2:00 P.M., credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Borrower to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this subsection (c) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate; provided, however, that should both the Borrower and such Lender repay the Administrative Agent in accordance with this sentence, the Administrative Agent will forthwith return the amount in excess of the portion due to it under this sentence to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

Section 2.03. Borrowing and Conversion Procedures.

(a) In order to request a Borrowing, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 10:00 A.M. three Business Days before such Borrowing, and (b) in the case of a Base Rate Borrowing, not later than 10:00 A.M. on the Business Day of such Borrowing. Such notice shall be irrevocable and shall in each case specify (i) whether the Borrowing then being requested is to comprise Eurodollar Advances or Base Rate Advances; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if

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such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto, which shall not end after the Termination Date. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(b) The Borrower may on any Business Day, by delivering a notice of conversion (a “Notice of Conversion”) to the Administrative Agent not later than 10:00 A.M. on the third Business Day prior to the date of the proposed Conversion, and subject to the provisions of Sections 2.08 and 2.12, Convert any Borrowing of one Type or for one Interest Period into a Borrowing of another Type or for another Interest Period; provided, however, that any Conversion of any Eurodollar Borrowing shall be made on, and only on, the last day of an Interest Period. Each such Notice of Conversion shall be in substantially the form of Exhibit C hereto and shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Borrowings to be Converted, (iii) if such Conversion will result in a Eurodollar Borrowing, the duration of the Interest Period for such Eurodollar Borrowing, and (iv) the aggregate amount of Borrowings proposed to be Converted. If the Borrower shall not have provided a Notice of Conversion with respect to any Eurodollar Borrowing on or prior to 10:00 A.M. on the third Business Day prior to the last day of the Interest Period applicable thereto, in the case of a Conversion to or in respect of Eurodollar Advances, or if an Event of Default shall have occurred and be continuing on the third Business Day prior to the last day of the Interest Period with respect to any Eurodollar Borrowing, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Borrowing will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Borrowing.

(c) Notwithstanding any other provision of this Agreement to the contrary, no Borrowing shall be requested or Converted if the Interest Period with respect thereto would end after the Termination Date. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender’s portion of the requested Borrowing or Conversion.

Section 2.04. Fees

(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of the Lenders, a commitment fee equal to the Commitment Fee Rate in effect from time to time multiplied by the aggregate amount of the Unused Commitments from time to time, payable in arrears on the last day of each March, June, September and December during the term of such Lender’s Commitment (commencing on December 31, 2008) and on the Termination Date. The commitment fee shall be computed on the basis of the actual number of days elapsed over a year of 360 days.

(b) Step-Up Fee. The Borrower shall pay to the Administrative Agent, for the pro rata benefit of the Lenders, a fee equal to 0.25% of the Commitments (regardless of usage) on December 31, 2008, March 31, 2009, June 30, 2009 and September 30, 2009, payable on each such date.

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(c) Year-End 2008 Funding Fee. The Borrower shall pay to the Administrative Agent, for the pro rata benefit of the Lenders, a fee equal to 2.0% of the largest principal amount of Outstanding Credits on any day during the period from the date hereof through (and including) December 31, 2008, payable on December 31, 2008.

(d) Additional Fees. The Borrower shall pay to the Administrative Agent, for its own account, such other fees as are required to be paid to it under the Fee Letter.

(e) Amendment Fees. The Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of the Lenders that execute and deliver counterparts of this Agreement on or prior to January 16, 2009, an amendment fee equal to 2% of each such Lender’s Commitment, payable on January 16, 2009.

(f) Nonrefundable. Once paid, none of the commitment fees or other fees provided for in this Section 2.04 shall be refundable under any circumstances.

Section 2.05. Repayment of Advances; Evidence of Indebtedness.

(a) The outstanding principal balance of each Advance, together with accrued and unpaid interest thereon, shall be due and payable on the Termination Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type of each Advance made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to subsections (b) and (c) of this Section 2.05 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Advances and interest thereon in accordance with their terms.

(e) Any Lender may request that its Advances be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender. Thereafter, the Advances evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 8.04) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 8.04, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Advances once again be evidenced as described in subsections (a) and (b) above.

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Section 2.06. Interest.

(a) Subject to the provisions of subsection (d) below and Sections 2.07, 2.08 and 2.12, the Advances comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Eurodollar Rate for the Interest Period in effect for such Borrowing plus the greater of the Applicable Margin and the LIBOR Market Rate Spread.

(b) Subject to the provisions of Section 2.07, the Advances comprising each Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365/366 days, as the case may be, for periods during which the Base Rate is determined by reference to RBS’s prime rate and 360 days for other periods) at a rate per annum equal to the Base Rate plus the Applicable Margin.

(c) Interest on each Advance shall be payable in arrears on each Interest Payment Date applicable to such Advance except as otherwise provided in this Agreement.

(d) The Borrower shall pay to the Administrative Agent for the account of each Lender any costs actually incurred by such Lender that are attributable to such Lender’s compliance with regulations of the Board requiring the maintenance of reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities. Such costs shall be paid to the Administrative Agent for the account of such Lender in the form of additional interest on the unpaid principal amount of each Eurodollar Advance of such Lender, from the date such Advance is made until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each Interest Payment Date for such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent at least two Business Days prior to the relevant Interest Payment Date, provided, that failure to so notify the Borrower shall not constitute a waiver of such Lender’s right to request and receive additional interest under this subsection (d). A certificate as to the amount of such additional interest, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender claiming any additional interest payable pursuant to this subsection shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Borrower or to change the jurisdiction of its Applicable Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional interest that may thereafter be due and payable and would not, in the good faith determination of such Lender, be otherwise disadvantageous to such Lender.

Section 2.07. Default Interest.

If and for so long as an Event of Default shall have occurred and be continuing, each Advance outstanding hereunder shall bear interest at the rate otherwise applicable to such Advance plus 2%. Without limiting the foregoing, if the Borrower shall default in the payment of any amount becoming due hereunder (other than the principal amount of any Advance),

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whether by scheduled maturity, notice of prepayment, acceleration or otherwise, the Borrower shall on demand from time to time from the Administrative Agent pay interest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.06(b)) equal to the Base Rate plus 2%.

Section 2.08. Alternate Rate of Interest.

In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Advances comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 shall be deemed to be a request for a Base Rate Borrowing and (y) each Eurodollar Advance then outstanding will automatically, on the last day of the then applicable Interest Period therefor, Convert into a Base Rate Advance. In the event the Majority Lenders notify the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Advances during any Interest Period, the Administrative Agent shall notify the Borrower of such notice and until the Majority Lenders shall have advised the Administrative Agent that the circumstances giving rise to such notice no longer exist, (A) any request by the Borrower for a Eurodollar Borrowing shall be deemed a request for a Base Rate Borrowing and (B) each Eurodollar Advance then outstanding will automatically, on the last day of the then applicable Interest Period therefor, Convert into a Base Rate Advance. Each determination by the Administrative Agent hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Administrative Agent shall, upon request, provide to the Borrower a certificate setting forth in reasonable detail the basis for such determination.

Section 2.09. Termination and Reduction of Commitments; Commitment Increase.

(a) The Commitments shall automatically terminate on the Termination Date. In addition, the Commitments shall automatically and permanently reduce by an amount equal to the principal amount of any prepayment required under Section 2.10(c) or (d) on the date specified for such prepayment (regardless of whether any Advances are outstanding on such date).

(b) Upon at least three Business Days’ prior irrevocable written notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided, however, that (i) each partial reduction of the Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount (A) less than the Outstanding

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Credits on the date of such termination or reduction (after giving effect to Sections 2.10(b), (c) and (d)) or (B) less than $25,000,000, unless the result of such termination or reduction referred to in this clause (B) is to reduce the aggregate Commitments to $0. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.09(b) and of each Lender’s portion of any such termination or reduction of the aggregate Commitments.

(c) Each reduction in the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Administrative Agent for the account of the Lenders, on the date of each termination or reduction of the Commitments, the commitment fee payable on the Unused Commitments (if any) under Section 2.04(a) so terminated or reduced accrued through the date of such termination or reduction.

(d) The Borrower may terminate in full the Commitment of any Designated Lender by giving notice of such termination to such Designated Lender and the Administrative Agent; provided that (i) at the time of such termination, (x) no Event of Default or Unmatured Default shall have occurred and be continuing (or the Majority Lenders shall have consented to such termination), and (y) no Advances shall be outstanding, and (ii) concurrently with any subsequent payment of interest or of fees under Section 2.04(a) to the Lenders with respect to any period before the termination of the Commitment of such Designated Lender, the Borrower shall pay to such Designated Lender its ratable share (based upon its pro rata share before giving effect to such termination) of such interest or fees, as applicable. The termination of the Commitment of a Defaulting Lender pursuant to this Section 2.09(d) shall not be deemed to be a waiver of any right that the Borrower, the Administrative Agent or any other Lender may have against such Defaulting Lender.

Section 2.10. Prepayment.

(a) Optional Prepayment. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon giving telecopy notice (or telephone notice promptly confirmed by telecopy) to the Administrative Agent: (i) before 10:00 A.M. three Business Days prior to prepayment, in the case of Eurodollar Advances, and (ii) before 10:00 A.M. one Business Day prior to prepayment, in the case of Base Rate Advances; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each notice of prepayment under this subsection (a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein.

(b) Mandatory Prepayment of Excess Outstanding Credits. If at any time the aggregate Outstanding Credits exceed the aggregate Commitments, the Borrower shall pay or prepay so much of the Borrowings as shall be necessary in order that the Outstanding Credits will not exceed the Commitments.

(c) Mandatory Prepayment Upon Asset Dispositions. Within two Business Days after Net Proceeds are received by or on behalf of the Borrower or any Subsidiary of the Borrower in respect of any Asset Disposition, the Borrower shall prepay Advances in an aggregate principal

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amount equal to 25% of such Net Proceeds; provided, however, that the Borrower may defer prepayments under this subsection (c) until the Borrower and its Subsidiaries have received Net Proceeds in respect of Asset Dispositions that would result in a prepayment of Advances under this subsection (c) in a principal amount of at least $5,000,000.

(d) Other Prepayment Events. Within two Business Days after any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary of the Borrower in respect of any Prepayment Event (except an Asset Disposition), the Borrower shall prepay Advances in an aggregate principal amount equal to such Net Proceeds.

(e) General. All prepayments under this Section 2.10 shall be subject to Section 8.05(b) but otherwise without premium or penalty. All prepayments under this Section 2.10 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment.

Section 2.11. Reserve Requirements; Change in Circumstances.

(a) Notwithstanding any other provision herein, if after the date of this Agreement the enactment of any new law or regulation, or any change in applicable existing law or regulation, or in the interpretation or administration of the foregoing by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), shall change the basis of taxation of payments to any Lender hereunder (except for changes in respect of taxes on the overall net income of such Lender or its lending office imposed by the jurisdiction in which such Lender’s principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, or shall result in the imposition on any Lender or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment or any Advance made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed in good faith by such Lender to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in Section 2.11(c), promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender shall have determined that the adoption after the date hereof of any law, rule, regulation or guideline arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards,” or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding

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company, if any, as a consequence of this Agreement, such Lender’s Commitment or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time such additional amount or amounts as will compensate such Lender for any such reduction suffered will be paid by the Borrower to such Lender.

(c) A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender shall give prompt notice to the Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the Borrower pursuant to this Section 2.11. If any such law, rule, regulation, guideline or other change or condition described in this Section 2.11 shall later be held by a court of competent jurisdiction to be invalid or inapplicable to the Borrower or such Lender, such Lender shall promptly refund to the Borrower any amounts previously paid by the Borrower to such Lender pursuant to this Section 2.11.

(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period; provided that such Lender shall not be entitled to demand compensation hereunder if such demand is made more than 90 days following the later of such Lender’s incurrence or sufferance thereof and such Lender’s actual knowledge of the event giving rise to such Lender’s rights under this Section. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition that shall have occurred or been imposed.

(e) Each Lender agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be disadvantageous to such Lender.

Section 2.12. Change in Legality.

(a) Notwithstanding any other provision herein, if the introduction of, or any change in, any law or regulation or in the interpretation thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Advance, then, by written notice to the Borrower and to the Administrative Agent, such Lender may:

(i) declare that Eurodollar Advances will not thereafter be made by such Lender hereunder, whereupon any request for a Eurodollar Borrowing shall, as to such Lender only, be deemed a request for a Base Rate Advance unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and

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(ii) require that all outstanding Eurodollar Advances made by it be Converted to Base Rate Advances, in which event all such Eurodollar Advances shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided in subsection (b) below.

Prior to any Lender giving notice to the Borrower under this Section 2.12, such Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such event of illegality and would not, in the sole reasonable determination of such Lender, be otherwise disadvantageous to such Lender. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Advances that would have been made by such Lender or the Converted Eurodollar Advances of such Lender shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the Conversion of, such Eurodollar Advances.

(b) For purposes of this Section 2.12, a notice by any Lender shall be effective as to each Eurodollar Advance, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Advance; in all other cases such notice shall be effective on the date of receipt.

Section 2.13. Pro Rata Treatment.

Except as required under Section 2.09(d), 2.12 or 2.16, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Advances, each payment of commitment fees, each reduction of the Commitments and each Conversion of any Advance shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective Outstanding Credits of the Lenders). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.

Section 2.14. Sharing of Setoffs.

Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance, in any case as a result of which the unpaid principal portion of its Advances shall be proportionately less than the unpaid principal portion of the Advances of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay

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to such other Lender the purchase price for, a participation in the Advances of such other Lender, so that the aggregate unpaid principal amount of the Advances and participations in the Advances held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Advances then outstanding as the principal amount of its Advances prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Advances outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.14 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Advance deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made an Advance in the amount of such participation.

Section 2.15. Payments.

(a) The Borrower shall make each payment (including principal of or interest on any Borrowing, any fees or other amounts) hereunder without setoff, counterclaim, defense, recoupment or other deduction from an account in the United States not later than 12:00 noon on the date when due in dollars to the Administrative Agent at its offices specified in Section 8.01, in immediately available funds.

(b) Whenever any payment (including principal of or interest on any Borrowing, any fees or other amounts) hereunder shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, if applicable.

Section 2.16. Taxes.

(a) Any and all payments of principal and interest on any Outstanding Credit, or of any fees or indemnity or expense reimbursements by the Borrower hereunder (“Borrower Payments”) shall be made, in accordance with Section 2.15, free and clear of and without deduction for any and all current or future United States Federal, state and local taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect to such Borrower Payments, but only to the extent reasonably attributable to such Borrower Payments, excluding (i) income taxes imposed on the net income of the Administrative Agent or any Lender and (ii) franchise taxes imposed on the net income of the Administrative Agent or any Lender, in each case by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or doing business through offices or branches located therein, or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions (including

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deductions applicable to additional sums payable under this Section 2.16), the Administrative Agent or such Lender (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.

(b) In addition, the Borrower shall pay to the relevant governmental authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or the Fee Letter (such taxes being “Other Taxes”).

(c) The Borrower shall indemnify the Administrative Agent and each Lender (as the case may be) for the full amount of Taxes and Other Taxes with respect to Borrower Payments paid by such person, and any liability (including penalties, interest and expenses (including reasonable attorney’s fees and expenses)) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted by the relevant United States governmental authority. A certificate setting forth and containing an explanation in reasonable detail of the manner in which such amount shall have been determined and the amount of such payment or liability prepared by a Lender or the Administrative Agent on their behalf, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Administrative Agent or the Lender, as the case may be, makes written demand therefor. If any Taxes or Other Taxes for which the Administrative Agent or any Lender has received indemnification from the Borrower hereunder shall be finally determined to have been incorrectly or illegally asserted and are refunded to the Administrative Agent or such Lender, the Administrative Agent or such Lender, as the case may be, shall promptly forward to the Borrower any such refunded amount.

(d) As soon as practicable, but in any event within 30 days, after the date of any payment of Taxes or Other Taxes by the Borrower to the relevant United States governmental authority, the Borrower will deliver to the Administrative Agent, at its address referred to in Section 8.01, the original or a certified copy of a receipt issued by such United States governmental authority evidencing payment thereof.

(e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.16 shall survive the payment in full of the principal of and interest on all Advances made hereunder.

(f) Each of the Administrative Agent and each Lender that is organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia (a “Non-U.S. Payee”) shall deliver to the Borrower and the Administrative Agent two copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or applicable successor forms, properly completed and duly executed by such Non-U.S. Payee claiming complete exemption from, or reduced rate of, United States Federal withholding tax on payments by the Borrower under this Agreement. Such forms shall be delivered by each Non-U.S. Payee on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”),

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on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”). In addition, each Non-U.S. Payee shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Payee. Notwithstanding any other provision of this Section 2.16(f), a Non-U.S. Payee shall not be required to deliver any form pursuant to this Section 2.16(f) that such Non-U.S. Payee is not legally able to deliver.

(g) The Borrower shall not be required to indemnify any Non-U.S. Payee, or to pay any additional amounts to any Non-U.S. Payee, in respect of United States Federal, state or local withholding tax pursuant to subsection (a) or (c) above to the extent that (i) the obligation to withhold amounts with respect to United States Federal, state or local withholding tax existed on the date such Non-U.S. Payee became a party to this Agreement (or, in the case of a Transferee, on the effective date of the Assignment and Acceptance pursuant to which such Transferee becomes a Lender) or, with respect to payments to a New Lending Office, the date such Non-U.S. Payee designated such New Lending Office with respect to an Advance; provided, however, that this clause (i) shall not apply to any Lender that becomes a Lender or New Lending Office that becomes a New Lending Office as a result of an assignment or designation made at the request of the Borrower; and provided further, however, that this clause (i) shall not apply to the extent the indemnity payment or additional amounts any Lender, the Administrative Agent or any Lender through a New Lending Office would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment or transfer to such Lender, the Administrative Agent or such Lender making the designation of such New Lending Office would have been entitled to receive in the absence of such assignment, transfer or designation or (ii) the obligation to pay such additional amounts or such indemnity payments would not have arisen but for a failure by such Non-U.S. Payee to comply with the provisions of subsection (g) above or (i) below.

(h) Any of the Administrative Agent or any Lender claiming any indemnity payment or additional amounts payable pursuant to this Section 2.16 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Borrower or to change the jurisdiction of its Applicable Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payment or additional amounts that may thereafter accrue and would not, in the good faith determination of the Administrative Agent or such Lender (as the case may be), be otherwise disadvantageous to such person. Subject always to Section 2.16(i), any of the Administrative Agent or any Lender claiming any indemnity payment or additional amount payable pursuant to this Section 2.16 shall, upon request of the Borrower, use reasonable efforts (consistent with legal and regulatory restrictions) to obtain a refund of any Tax or Other Tax giving rise to such indemnity payment or additional amount payable and shall pay any refund (after deduction of any Tax or Other Tax paid or payable by the Administrative Agent or such Lender as a result of such refund), not exceeding the increased amount paid by the Borrower pursuant to this Section 2.16, to the Borrower, provided, however, that (i) the Administrative Agent or Lender, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its tax affairs or computations and (ii) nothing in this Section 2.16(h) shall interfere with the right of the Administrative Agent or such Lender to arrange its tax affairs as it deems appropriate.

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(i) Nothing contained in this Section 2.16 shall require the Administrative Agent or any Lender to make available to the Borrower any of its tax returns (or any other information) that it deems to be confidential or proprietary.

Section 2.17. Assignment of Commitments Under Certain Circumstances.

In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.11 or 2.12, or the Borrower shall be required to make additional payments to the Administrative Agent or any Lender under Section 2.16, or any Lender shall become a Designated Lender, the Borrower shall have the right, at its own expense, upon notice to the Administrative Agent and such Lender, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 8.04) all such Lender’s interests, rights and obligations under this Agreement and the other Credit Documents to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld. and such approval is not required by the Borrower if an Event of Default has occurred and is continuing), which financial institution shall assume such obligations; provided that (i) at the time of such assignment no Event of Default and no Unmatured Default shall have occurred and be continuing, (ii) the Borrower shall pay to the assigning Lender all amounts (if any) then due and payable to such Lender under Sections 2.11 and 2.16, (iii) no such assignment shall conflict with any law, rule or regulation or order of any governmental authority and (iv) the assignee or the Borrower, as the case may be, shall pay to the assignor in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Advances made by such assignor hereunder and all other amounts accrued for its account or owed to it hereunder.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01. Conditions Precedent to Effectiveness of this Agreement.

The amendment and restatement of the Existing Credit Agreement as set forth in this Agreement shall not be effective unless and until the following conditions precedent shall have been satisfied (such date being the “Effective Date”):

(a) The Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent executed counterparts of this Agreement.

(b) The Borrower shall have delivered to the Administrative Agent (x) executed copies of each of the following documents, each of which shall be in form and substance satisfactory to the Majority Lenders and each certified by the Secretary or the Assistant Secretary of the Borrower as being true and correct copies and in full force and effect as of the Effective Date:

(i) the EDFI Master Put and Purchase Agreement,

(ii) the EDFI Stock Purchase Agreement,

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(iii) the Payment Guaranty, dated as of December 17, 2008, made by EDFI, as guarantor, in favor of the Borrower,

(iv) the Amended and Restated Investor Agreement, dated as of December 17, 2008, amending and restating the Investor Agreement, dated as of July 20, 2007, by and between EDFI and the Borrower,

(v) the Investor Rights Agreement, dated as of December 17, 2008, by and between the Borrower, as the Company, and EDF Development Inc., as the Investor,

(vi) the Articles Supplementary,

(vii) the documents evidencing the EDFI Facility (in redacted form);

and (y) drafts of each other EDFI Transaction Document.

(c) The Borrower shall have delivered to the Administrative Agent, dated as of the Effective Date, a solvency certificate of the Chief Financial Officer or Treasurer of the Borrower, substantially in the form of Exhibit E hereto.

(d) The Administrative Agent shall have received evidence satisfactory to it that S&P, Moody’s and Fitch Ratings, Inc., respectively, shall have indicated that the Reference Rating by S&P will not be lower than BBB-, that the Reference Rating by Moody’s will not be lower than Baa3 and that the long-term, senior unsecured non-credit enhanced debt rating of the Borrower issued by Fitch Ratings, Inc. will not be lower than BBB-.

(e) Simultaneously with the occurrence of the Effective Date, the MEHC Agreement shall terminate and the EDFI Investment shall be consummated.

(f) The Administrative Agent shall have received evidence satisfactory to it that the Wachovia Credit Agreement has been modified on terms consistent with the terms of this Agreement and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(g) The Borrower shall have paid all fees due and payable in connection with this Agreement.

(h)(i) The representations and warranties contained in Article IV below shall be true and correct on and as of the Effective Date hereof as though made on and as of such date and (ii) no event shall have occurred and be continuing, or would result from the execution and delivery of this Agreement or any other Credit Document, that constitutes an Event of Default or that would constitute an Unmatured Default.

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Section 3.02. Conditions Precedent to Each Borrowing.

The obligation of each Lender to make Advances to be made by it (including the initial Advance to be made by it) in connection with any Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing:

(a) The following statements shall be true (and each of the giving of the applicable notice or request by the Borrower with respect to such Borrowing and the acceptance of such Borrowing shall constitute a representation and warranty by the Borrower that, on the date of such Borrowing, such statements are true):

(i) The representations and warranties contained in Section 4.01 (other than those set forth in the last sentence of subsection (f) and in subsections (m) and (n) thereof) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and

(ii) No event has occurred and is continuing or would result from such Borrowing, or from the application of the proceeds therefrom, that constitutes an Event of Default or, except in the case of a Borrowing that would not increase the aggregate principal amount of Outstanding Credits, an Unmatured Default.

(b) The Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement or the financial condition, properties, operations or prospects of the Borrower and its Subsidiaries.

Section 3.03. Reliance on Certificates.

The Lenders and the Administrative Agent shall be entitled to rely conclusively upon the certificates delivered from time to time by officers of Borrower as to the names, incumbency, authority and signatures of the respective Persons named therein until such time as the Administrative Agent may receive a replacement certificate, in form acceptable thereto, from an officer of the Borrower identified to the Administrative Agent as having authority to deliver such certificate, setting forth the names and true signatures of the officers and other representatives of the Borrower thereafter authorized to act on behalf of the Borrower.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

(a) The Borrower (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland (ii) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify results in a Material Adverse Change and (iii) has the requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.

(b) The execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents to which it is a party are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the

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Borrower’s charter or by-laws or (ii) any law or any material contractual restriction binding on or affecting the Borrower or its Subsidiaries, and do not result in or require the creation of any Lien upon or with respect to any of the Borrower’s properties (other than Liens required under Section 5.01(i)).

(c) The Borrower (i) possesses good and marketable title to all of its material properties and assets, and (ii) owns or possesses all material licenses and permits necessary for the operation by it of its business as currently conducted.

(d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery or performance by the Borrower of this Agreement and the other Credit Documents to which it is a party.

(e) This Agreement and the other Credit Documents to which it is a party have been duly executed and delivered by the Borrower and are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except to the extent that enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(f) The (i) audited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2007, and the related audited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended (copies of which have been furnished to each Lender), (ii) unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2008 and the related unaudited consolidated statements of income and cash flows for the nine months then ended (copies of which have been furnished to each Lender) and (iii) each of the financial statements delivered by the Borrower pursuant to Section 5.03(b) and Section 5.03(c) hereof fairly present (subject, in the case of such unaudited financial statements, to year-end adjustments) the financial condition of Borrower and its Subsidiaries as at such dates and the results of the operations of Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Since December 31, 2007, there has been no Material Adverse Change.

(g) The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Advance will be used to buy or carry any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock. After the making of each Advance, Margin Stock will constitute less than 25 percent of the assets of the Borrower and its Subsidiaries on a consolidated basis.

(h) The Borrower is not in violation of, and no condition exists that with notice or lapse of time or both would constitute a violation by the Borrower of, the Margin Regulations.

(i) The Borrower has filed or caused to be filed all material Federal, state and local tax returns that to its knowledge are required to be filed by it, and has paid or caused to be paid all material taxes shown to be due and payable on such returns or on any assessments received by it to the extent required to be paid pursuant to Section 5.01(a).

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(j) The Borrower is in compliance with all laws (including ERISA and environmental laws), rules, regulations and orders of any governmental authority applicable to it, except to the extent that the Borrower’s failure to so comply does not result in a Material Adverse Change.

(k) Except as does not result in a Material Adverse Change, the Borrower and each ERISA Affiliate of the Borrower (i) have not incurred any liability to the PBGC (other than for the payment of current premiums that are not past due) with respect to any Title IV Plan, (ii) have not incurred any Withdrawal Liability, and (iii) have not been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA.

(l) Except as does not result in a Material Adverse Change, no ERISA Event has occurred.

(m) Except as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008, and all Periodic Reports on Form 8-K filed with the Securities and Exchange Commission prior to the date hereof, copies of each of which have been delivered to the Administrative Agent, there is no pending or, to the Borrower’s knowledge, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, which materially adversely affects the financial condition of the Borrower and its Subsidiaries taken as a whole, or the enforceability against the Borrower of this Agreement and the other Credit Documents to which it is a party.

(n) The Borrower is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

(o) The proceeds of the Advances hereunder will be used in accordance with Section 5.01(h).

(p) The Borrower has no secured Indebtedness, except to the extent permitted under Section 5.02(a).

(q) The Borrower is not in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound, which default results in a Material Adverse Change. No Unmatured Default or Event of Default presently exists and is continuing.

(r) The Borrower is, and on and after the consummation of the transactions contemplated by this Agreement and the EDFI Transactions Documents will be, Solvent.

(s) Neither this Agreement nor any financial statements (other than any financial projections) delivered to the Lenders nor any other document, certificate or statement furnished to the Lenders by or on behalf of the Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein, taken as a whole, not misleading at

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the time made in light of the circumstances when made. All financial projections, if any, that have been or will be prepared by the Borrower and made available to the Administrative Agent or any Lender in connection with this Agreement have been or will be prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that the projections will be realized).

(t) Since the date hereof there has been no change to the charter or by-laws of the Borrower that materially adversely affects the rights of the Lenders.

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.01. Affirmative Covenants.

The Borrower covenants that it will, and, other than in subsections (f) and (h) below, will cause each Material Subsidiary to, so long as any amount owing hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, unless the Majority Lenders shall otherwise consent in writing:

(a) Payment of Taxes, Etc. Pay and discharge all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims that, if unpaid, might become a Lien upon any of its properties or result in a Material Adverse Change; provided it shall not be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings.

(b) Performance and Compliance with Other Agreements. Perform and comply with each of the material provisions of each material indenture, credit agreement, contract or other agreement by which it is bound, non-performance or non-compliance with which results in a Material Adverse Change, except material contracts or other agreements being contested in good faith.

(c) Preservation of Corporate Existence, Conduct of Business, Etc. Preserve and maintain its corporate existence in the jurisdiction of its incorporation, and qualify and remain qualified as a foreign corporation in good standing in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or the ownership of its properties, except where the failure to be so qualified does not result in a Material Adverse Change.

(d) Compliance with Laws, Business and Properties. Comply with the requirements of all applicable laws (including ERISA and environmental laws), rules, regulations and orders of any governmental authority, non-compliance with which results in a Material Adverse Change, except laws, rules, regulations and orders being contested in good faith. At all times maintain and preserve all property material to the conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times as currently conducted.

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(e) Maintenance of Insurance. Maintain insurance in effect at all times in such amounts and covering such risks as are usually carried by companies of a similar size, engaged in similar businesses and owning similar properties in the same general geographical area in which the Borrower or such Material Subsidiary operates, either with responsible and reputable insurance companies or associations, or, in whole or in part, by establishing reserves of one or more insurance funds, either alone or with other corporations or associations.

(f) Maintenance of Licenses, Permits and Registrations. Maintain, and cause each of its Subsidiaries to maintain, in effect at all times all material licenses and permits from, and registrations with, any governmental authority or any other Person necessary for the operation by the Borrower and its Subsidiaries of their business as currently conducted.

(g) Books and Records; Inspection Rights. Keep proper books of record and account in which entries shall be made of all financial transactions and assets and business of the Borrower and the Material Subsidiaries in accordance with GAAP. At any reasonable time and from time to time, permit the Administrative Agent or any Lender or any agents or representatives thereof to examine and take down in writing any information contained in the records and books of account of, and visit the properties of, the Borrower or any Material Subsidiary and to discuss the affairs, finances and accounts of the Borrower or any Material Subsidiary with any of their respective officers.

(h) Use of Proceeds. Use the proceeds of Advances for (i) working capital purposes, including capital expenditures, for the Borrower and its Subsidiaries, specifically excluding use of such proceeds for any Hostile Acquisition, (ii) as credit support for the Borrower’s commercial paper and (iii) for general corporate purposes.

(i) Collateral. Upon the Collateral Trigger Date, grant or cause to be granted to the Collateral Agent, for the equal and ratable benefit of the Lenders, the Administrative Agent and the parties (other than the Borrower) to the Wachovia Credit Agreement, first priority perfected Liens on substantially all interests of the Borrower and its Subsidiaries in the assets described on Schedule II, subject to the agreed security principles set forth on Schedule II, pursuant to customary Security Documents (including a limited recourse guaranty of the Borrower’s obligations hereunder and under the Wachovia Credit Agreement if the applicable Loan Party is not the Borrower) in form and substance customary for similar financings and reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Borrower, together with (i) delivery to the Administrative Agent and the Collateral Agent of customary filings and recordings necessary or desirable to perfect such Liens, (ii) customary opinions of counsel to the applicable Loan Parties with respect to the enforceability of the Security Documents, the creation and perfection of the Liens thereunder and such other matters as the Administrative Agent may reasonably request, and (iii) such other information relating to the Collateral as the Collateral Agent and the Administrative Agent may reasonably request.

(j) Ownership of Certain Nuclear Assets. Maintain (i) at least a 50.01% ownership interest in Constellation Generation, (ii) maintain a 100% ownership interest in Constellation

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Generation until the closing of the EDFI Acquisition and (iii) cause Constellation Generation to maintain ownership of 100% of the interests it owns on the date hereof in Calvert Cliffs’ Units 1 and 2, Nine Mile Point Units 1 and 3 and Ginna and the operators thereof.

(k) EDFI Investment. Maintain the proceeds received from the EDFI Investment in a segregated account and use the proceeds thereof solely to prepay the Indebtedness issued pursuant to the MEHC Agreement.

(l) EDFI Transaction Documents. Comply in all material respects with all the material covenants applicable to it under the EDFI Transaction Documents.

Section 5.02. Negative Covenants.

The Borrower covenants that it will not, nor will it permit any Material Subsidiary to, so long as any amount owing hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, without the prior written consent of the Majority Lenders:

(a) Liens, Etc. Create, incur, assume or suffer to exist any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties or rights, whether now owned or hereafter acquired, or assign any right to receive income, services or property (any of the foregoing being referred to herein as a “Lien”), except that the foregoing restrictions shall not apply to Liens:

(i) on the property of BGE, at any time that BGE is a Material Subsidiary, securing an aggregate principal amount of up to $500,000,000 of the obligations of BGE;

(ii) for taxes, assessments or governmental charges or levies on property of the Borrower or any Material Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings;

(iii) imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business;

(iv) arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, or other social security or similar legislation;

(v) to secure the performance of (x) bids, tenders, contracts (other than contracts for the payment of borrowed money), leases, trading contracts, surety or similar bonds or other similar obligations made in the ordinary course of business or (y) reimbursement obligations in respect of letters of credit issued to support the obligations described in the foregoing clause (x); provided that, for the avoidance of doubt, Liens (including, without limitation, rights of set-off) on (i) deposits and (ii) revenues under trading contracts, in each case in favor of counterparties under such trading contracts and other obligations incurred in the ordinary course of business (including trading counterparties, brokerages, clearing houses, utilities, systems operators and similar entities) shall be permitted and shall be permitted to be first priority Liens on such collateral;

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(vi) arising out of purchase money mortgages or other Liens on property acquired by the Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such property to be subject to such Liens, or Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that no such Lien shall exceed the fair market value of the property acquired (as determined at the time of purchase), or extend to or cover any property other than the property being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;

(vii) constituting attachment, judgment and other similar Liens arising in connection with court proceedings to the extent not constituting an Event of Default under Section 6.01(g);

(viii) constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the Borrower’s or any Material Subsidiary’s use of its properties;

(ix) created pursuant to Section 5.01(i); or

(x) created under Section 6.02(b) of the Wachovia Credit Agreement or on cash collateral accounts established by the Borrower to secure investments and guarantees.

(b) Mergers, Etc. Merge or consolidate with any Person, unless:

(i) in the case of any such merger or consolidation involving the Borrower, the surviving or resulting entity is (A) the Borrower or (B) with the written consent of all of the Lenders, a Subsidiary of the Borrower; provided that such Subsidiary of the Borrower expressly assumes in writing all of the obligations of the Borrower under this Agreement and the other documents executed and delivered in connection therewith and executes and delivers such other documents, instruments, certificates and opinions as the Administrative Agent may reasonably request;

(ii) in the case of any such merger or consolidation involving a Material Subsidiary, the surviving or resulting entity is a wholly-owned Subsidiary of the Borrower; and

(iii) immediately after giving effect thereto no Event of Default or Unmatured Default shall have occurred and be continuing.

(c) Sale of Assets, Etc. Sell, transfer, lease, assign or otherwise convey or dispose of (w) any common voting shares of BGE or any interests in Constellation Generation, other than pursuant to the EDFI Acquisition, (x) any Collateral, except pursuant to the EDF Put Options, the EDFI Acquisition and other customary exceptions to be agreed in the Security Documents, or (y) any other assets (whether now owned or hereafter acquired) to an unrelated third party, in any single or series of transactions, whether or not related, except, in the case of the assets described in clause (y):

(i) the sale of electricity or natural gas and related and ancillary services, other commodities, and any other assets in the ordinary course of business;

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(ii) the sale or other disposition of obsolete or worn out property and other assets (including inventory) in the ordinary course of business;

(iii) the sale of any investment in any security with a maturity of less than one year;

(iv) the abandonment or disposition of patents, trademarks or other intellectual property that are, in the Borrower’s reasonable judgment, no longer economically practicable to maintain or useful in the conduct of the business of the seller;

(v) the sale or other disposition of the following assets: all international assets, all non-core real estate assets, and the investment portfolio of Constellation Investments, Inc., a Maryland corporation;

(vi) sales or other dispositions of assets not in the ordinary course of business, the value of which, individually, or in the aggregate, does not exceed 25% of the consolidated assets of the Borrower and its subsidiaries, as reflected on the then-most-recent quarterly balance sheet, where the value of the assets being sold or disposed of is the book value of such assets;

(vii) any disposition of a leasehold interest (in the capacity of lessee) in any real or personal property in the ordinary course of business;

(viii) any license or sublicense of intellectual property that does not interfere with the business of the Borrower or any Material Subsidiary;

(ix) any distribution by Constellation Generation of its interest in UniStar Nuclear Energy, LLC; or

(x) any transfers or dispositions of assets to the Borrower or any wholly-owned Material Subsidiary of the Borrower; or

(xi) any sale or other disposition of assets pursuant to any EDFI Put Option.

(d) Plans.

(i) Engage in any “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA (other than transactions that are exempt by ERISA, its regulations or its administrative exemptions), with respect to any Plan that results in a Material Adverse Change;

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(ii) Incur or permit any ERISA Affiliate of the Borrower to fail to satisfy the minimum funding standard (within the meaning of Section 412 of the Code) for a Title IV Plan that results in a Material Adverse Change;

(iii) Terminate, or permit any ERISA Affiliate of the Borrower to terminate, any Title IV Plan, or permit the occurrence of any event or condition that would cause a termination by the PBGC of any Title IV Plan that results in a Material Adverse Change;

(iv) Withdraw or effect a partial withdrawal from or permit any ERISA Affiliate of the Borrower to withdraw or effect a partial withdrawal from, a Multiemployer Plan that results in a Material Adverse Change;

(v) Permit any lien upon the property or rights to property of the Borrower or any ERISA Affiliate of the Borrower under Section 303(k) of ERISA or Section 430 of the Code that results in a Material Adverse Change; or

(vi) Incur any liability under ERISA, the Code or other applicable law in respect of any Plan maintained for the benefit of employees or former employees of the Borrower or an ERISA Affiliate of the Borrower (other than liability to pay benefits, contributions, premiums or expenses when due in the ordinary course of the operation of such Plan) that results in a Material Adverse Change.

(e) Nature of Business. Alter the character of its business from that of being predominantly in the energy business.

(f) EDFI Transaction Documents. Amend, restate, or otherwise modify, or consent to the departure from, the terms of the EDFI Transaction Documents in a manner that would be adverse in any material respect to the Lenders without the consent of the Administrative Agent (such consent not to be unreasonably withheld). Without limiting the foregoing, the Borrower may modify the EDFI Transaction Documents in a manner not otherwise prohibited hereunder in order to permit the EDFI Acquisition to be consummated as a Revised Transaction (as defined in the EDFI Master Put and Purchase Agreement), provided however, that no such Revised Transaction shall result in (i) a reduction in the net cash proceeds to be paid to the Borrower and its Subsidiaries pursuant to the EDFI Transaction Documents as in effect on the date hereof, (ii) any change in the maturity date, or in the terms of repayment or redemption, of the Borrower’s Series B Preferred Stock or any Senior Note (each as defined in the Articles Supplementary), in each case, that would have the effect of reducing the period of time during which the Borrower’s Series B Preferred Stock or any Senior Note may remain outstanding relative to those provisions contemplated by the EDFI Transaction Documents as in effect on the date hereof, (iii) any reduction in the period from the date hereof to the Termination Date (as defined in the EDFI Stock Purchase Agreement as in effect on the date) or the Exercise Period (as defined in the EDFI Master Put and Purchase Agreement as in effect on the date hereof), or (iv) any reduction in the Reference Ratings and the other rating describe in Section 3.01(d) below the levels described in Section 3.01(d).

(g) Dividends. (i) Increase the amount of the Borrower’s regular quarterly common stock dividend, (ii) pay or distribute (by means of a dividend or otherwise) assets (including

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property or cash) to holders of the Borrower’s capital stock, in respect of such capital stock, other than (w) distributions payable solely in stock, (x) the payment of cash or stock dividends on the Series B Preferred Stock as permitted under the Articles Supplementary, (y) payment of cash dividends to MEHC on the Series A Preferred Stock and payment to MEHC of cash in lieu of shares of Borrower’s common stock as required by Section 7(c) of the Articles Supplementary relating to the Series A Preferred Stock, in an amount not to exceed $433,000,000, or (z) the payment of the Borrower’s regular cash dividend in a manner that otherwise complies with the Articles Supplementary or (iii) engage in a self tender offer, redemption or share repurchase (whether privately negotiated or open market repurchases) of the Borrower’s capital stock in an aggregate amount in excess of $100,000,000, other than as required by the Articles Supplementary, as in effect on the date hereof.

(h) EDFI Investment and EDFI Facility. (i) Redeem the Borrower’s Series B Preferred Stock other than pursuant to Section 6 of the Articles Supplementary, or (ii) terminate the EDFI Facility before the Termination Date (as such term is defined in the EDFI Facility, as in effect on the date hereof).

Section 5.03. Reporting Requirements.

The Borrower covenants that it will, so long as any amount owing hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, unless the Majority Lenders shall otherwise consent in writing, furnish to each Lender:

(a) as soon as possible and in any event within three Business Days after the occurrence of each Event of Default and each Unmatured Default continuing on the date of such statement, the statement of the chief financial officer or treasurer and assistant secretary of the Borrower setting forth details of such Event of Default or Unmatured Default and the action that the Borrower proposes to take with respect thereto;

(b) as soon as practicable and in any event within 60 days after the end of each quarterly period in each fiscal year, (i) other than for the last quarterly period, a statement of income and statement of retained earnings and a statement of changes in financial position of the Borrower and its consolidated Subsidiaries for such period and (if different) for the period from the beginning of the current fiscal year to the end of such quarterly period, and a balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding periods in the preceding fiscal year with respect to said statements and as at the end of such periods with respect to said balance sheet, all in reasonable detail and certified by a financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied, except as stated in such certification, subject to changes resulting from year-end adjustments; provided that the Borrower may satisfy its obligation under this subsection (b)(i) by delivering a copy of its report on Form 10-Q for the applicable quarter and (ii) a certificate of the Borrower, in the form of Exhibit D, setting forth compliance with the financial covenant in Section 5.04 hereof and, if applicable, the financial covenant in Section 5.05 hereof and stating that no Event of Default or Unmatured Default has occurred and is continuing or a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;

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(c) as soon as practicable and in any event within 120 days after the end of each fiscal year, (i) a statement of income and statement of earnings reinvested and a statement of changes in financial position of the Borrower and its consolidated Subsidiaries for each year, and a balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding figures from the preceding annual audit, all in reasonable detail and reported on to the Borrower by independent public accountants of recognized standing selected by the Borrower whose report shall not reflect any scope limitation imposed by the Borrower and who shall have authorized the Borrower to deliver such report thereof; provided that the Borrower may satisfy its obligation under this subsection (c) by delivering a copy of its Form 10-K for the applicable year and (ii) a certificate of the chief financial officer, or treasurer and assistant secretary of the Borrower stating that said officer has no knowledge that an Event of Default or an Unmatured Default applicable to the Borrower has occurred and is continuing or, if an Event of Default or an Unmatured Default applicable to the Borrower has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;

(d) as soon as possible and in any event within three Business Days of the occurrence of a Material Adverse Change, the statement of the chief financial officer or treasurer and assistant secretary of the Borrower setting forth the details of such change, the anticipated effects thereof and the action that the Borrower proposes to take with respect thereto;

(e) promptly and in any event within ten Business Days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower, copies of each written statement or each notice received by the Borrower or its ERISA Affiliate describing an ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto;

(f) promptly and in any event within ten Business Days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower, copies of each notice from the PBGC stating its intention to terminate any Title IV Plan or to have a trustee appointed to administer any such Title IV Plan;

(g) promptly and in any event within ten Business Days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from the sponsor of a Multiemployer Plan, copies of each notice concerning (i) the imposition of Withdrawal Liability by any such Multiemployer Plan; provided that such Withdrawal Liability is at least $25,000,000, (ii) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan; provided that the amount of any resulting liability to the Borrower or any ERISA Affiliate of the Borrower is at least $25,000,000, or (iii) the amount of liability incurred, or that may be incurred, by the Borrower or any ERISA Affiliate of the Borrower in connection with any event described in clause (i) or (ii); provided that the amount of such liability is at least $25,000,000;

(h) promptly upon request of the Lenders, copies of each Schedule B (actuarial information) to the annual report (form 5500 Series) with respect to each Title IV Plan maintained by the Borrower or any of its ERISA Affiliates that have been filed with the U.S. Department of Labor; and

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(i) such other information respecting the business and the financial condition of the Borrower as any Lender may through the Administrative Agent from time to time reasonably request.

Section 5.04. Specified Indebtedness to Capitalization.

The ratio of (i) Specified Indebtedness of the Borrower and its Subsidiaries taken as a whole to (ii) Capitalization of the Borrower and its Subsidiaries taken as a whole shall at all times be less than or equal to .65 to 1.0.

Section 5.05. Consolidated EBITDA to Consolidated Interest Expense.

As of the last day of any fiscal quarter of the Borrower on which both (x) the Reference Rating by S&P is BBB- or lower (or does not exist) and (y) the Reference Rating by Moody’s is Baa3 or lower (or does not exist), the ratio of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense, in each case, for the four-quarter fiscal period ending on such day shall be at least 2.75 to 1.0.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01. Events of Default.

Any of the following events shall constitute an Event of Default (“Event of Default”) if it occurs and is continuing:

(a) The Borrower shall fail to make (i) any payment of principal of any Advance when due, or (ii) any payment of interest thereon or any fees or other amounts payable under this Agreement within 10 Business Days after such interest, fees or other amounts shall have become due; or

(b) Any representation or warranty or written statement made by the Borrower (or any of its officers) in any Credit Document or in any schedule, certificate or other document delivered pursuant to or in connection with any Credit Document shall prove to have been incorrect in any material respect when made; or

(c) The Borrower shall (A) fail to perform or observe the covenants set forth in Section 5.01, 5.02, 5.03 or 5.05 hereof provided that (x) in the case of covenants set forth in Section 5.01(b), (g) and (h) (with the exception of the use of proceeds for any Hostile Acquisition) such failure shall remain unremedied for 10 days after written notice thereof given by the Administrative Agent or any Lender to the Borrower and (y) in the case of covenants set forth in Section 5.01(a), (d), (e) and (f) such failure shall remain unremedied for 30 days after written notice thereof given by the Administrative Agent or any Lender to the Borrower or (B) the Borrower shall fail to perform or observe any other term, covenant or agreement contained herein on its part to be performed or observed and any such failure shall remain unremedied for 30 days after written notice thereof given by the Administrative Agent or any Lender to the Borrower (and, in all cases set forth herein, if such notice was given by a Lender, to the Administrative Agent); or

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(d) Any Loan Party shall fail to perform or observe in all material respects the covenants set forth in any Security Document (subject to customary grace periods to be included in the applicable Security Documents) to which such Loan Party is a party; or

(e) (i) The Borrower or any of its Material Subsidiaries shall fail to pay any principal, premium or interest on any Indebtedness having an outstanding principal amount in excess of $75,000,000 in the aggregate for the Borrower and its Material Subsidiaries, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or (ii) the Borrower or any of its Material Subsidiaries shall fail to perform or observe any term, covenant or agreement on its part to be observed under any agreement or instrument relating to any such Indebtedness, when required to be performed or observed, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument, if the effect of such failure to perform or observe is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or pursuant to any notice of optional redemption with respect thereto), prior to the stated maturity thereof; or

(f) The Borrower, any of its Material Subsidiaries or any Material Grantor shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property or the Borrower, any of its Material Subsidiaries or any Material Grantor shall take any corporate action to authorize any of the actions described in this subsection (f); or

(g) Any proceeding shall be instituted against the Borrower, any of its Material Subsidiaries or any Material Grantor seeking to adjudicate it as bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and such proceeding shall remain undismissed or unstayed for a period of 120 days; or

(h) A final judgment or order for the payment of money of at least $75,000,000 shall be rendered against the Borrower or any of its Material Subsidiaries and such judgment or order shall continue unsatisfied and in effect for a period of 30 consecutive days (excluding therefrom any period during which enforcement of such judgment or order shall be stayed, whether by pendency of appeal, posting of adequate security or otherwise); or

(i) Any ERISA Event shall have occurred with respect to a Title IV Plan that results in a Material Adverse Change, and, 30 days after notice thereof shall have been given by the Borrower to the Administrative Agent or any Lender, such ERISA Event shall still exist; or

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(j) The Borrower shall own less than 100% of the then outstanding common stock, membership interests or other equity interests of each Material Subsidiary, free and clear of any Liens other than Liens permitted under Section 5.02(a), provided, that (A) the Borrower may dispose of the equity interests in any Material Subsidiary if the Net Proceeds of such Asset Disposition are applied in accordance with Section 2.10(c), and (B) the Borrower may transfer its ownership interests in Constellation Generation pursuant to the EDFI Acquisition; or

(k) This Agreement or any other Credit Document shall fail to be in full force and effect or any Loan Party shall so assert, or any Security Document, after delivery hereunder, shall fail to provide a perfected, first priority Lien to the extent purported to be provided under such Security Document, unless in accordance with the terms hereof or thereof, in a material portion of the Collateral, unless due to any action or inaction by the Administrative Agent, the Collateral Agent or any Lender, or this Agreement or any other Credit Document shall fail to give the Administrative Agent or the Lenders the rights, powers and privileges purported to be created thereby; or

(l) A Change in Control shall have occurred.

Section 6.02. Remedies.

If any Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall immediately terminate; and/or (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable by the Borrower under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower. If any Event of Default described in subsection (e) or (f) of Section 6.01 shall occur and be continuing with respect to the Borrower, then (A) the obligation of each Lender to make Advances shall automatically immediately terminate and (B) the Advances, all interest thereon and all other amounts payable by the Borrower under this Agreement shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII

THE ADMINISTRATIVE AGENT

Section 7.01. Authorization and Action.

In order to expedite the transactions contemplated by this Agreement, RBS is hereby appointed to act as Administrative Agent on behalf of the Lenders. Each of the Lenders hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions of this Agreement, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders,

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without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Outstanding Credits and all other amounts due to the Lenders under this Agreement, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default of which the Administrative Agent has actual knowledge acquired in connection with its agency under this Agreement; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by the Administrative Agent; and (d) to enter into the Security Documents for the benefit of the Lenders. The Administrative Agent shall be deemed to have exercised reasonable care in the administration and enforcement of this Agreement if it undertakes such administration and enforcement in a manner substantially equal to that which RBS accords credit facilities similar to the credit facility hereunder for which it is the sole lender.

Section 7.02. Agent’s Reliance, Etc.

Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation in any Credit Document or the contents of any document delivered in connection therewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Credit Document. The Administrative Agent shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of any Credit Document or other instruments or agreements. The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Administrative Agent may deem and treat the Lender that makes any Advance as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Majority Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations under this Agreement or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Loan Party of any of their respective obligations under any Credit Document or in connection therewith. The Administrative Agent may execute any and all duties under any Credit Document by or through agents or employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising under the Credit Documents and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

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Section 7.03. Discretionary Action.

The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Credit Document unless it shall be requested in writing to do so by the Majority Lenders.

Section 7.04. Successor Agent.

The Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent acceptable to the Borrower. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank, and reasonably acceptable to the Borrower, provided that (i) the Borrower shall be deemed to have accepted the appointment of such successor Administrative Agent if it shall not have objected to such appointment within five Business Days of notice, sent by overnight courier service, of such appointment by the retiring Administrative Agent and (ii) if no successor shall be appointed by the retiring Administrative Agent then the Lenders shall perform all such duties and obligations until a successor is appointed and has accepted such appointment. Upon the acceptance of any appointment as Administrative Agent under this Agreement by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any Administrative Agent’s resignation under this Agreement, the provisions of this Article and Section 8.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Section 7.05. RBS and Affiliates.

RBS and its Affiliates (including, without limitation, RBS GC) may make loans to, accept deposits from and generally engage in any kind of business with the Borrower or any of its Subsidiaries as though the Administrative Agent were not the Administrative Agent hereunder. With respect to the Advances made and all obligations owing to it, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include RBS in its individual capacity.

Section 7.06. Indemnification.

Each Lender agrees (i) to reimburse the Administrative Agent, on demand, in the amount of its pro rata share (based on its Commitments hereunder or, if the Commitments shall have been terminated, the amount of its Outstanding Credits) of any expenses incurred for the benefit of the Lenders in its role as Administrative Agent, including counsel fees and compensation of agents paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its

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directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in any way relating to or arising out of any Credit Document or any action taken or omitted by it under any Credit Document to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent or any of its directors, officers, employees or agents.

Section 7.07. Bank Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon any Credit Document or any related agreement or any document furnished thereunder.

Section 7.08. Relationship with Lenders.

The Administrative Agent shall have no right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, each Administrative Agent shall not have and shall not be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on the Administrative Agent in deciding to enter into this Agreement, or in taking or not taking any action hereunder.

Section 7.09. Syndication Agent and Arrangers.

Neither RBS GC nor UBS Securities LLC, by virtue of their designation as “Co-Lead Arrangers and Co-Book Managers”, nor UBS Securities LLC, by virtue of its designation as “Syndication Agent” with respect to this Agreement, shall have any duties hereunder or under any Credit Document.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Notices.

Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by telecopy, as follows:

(a) if to the Borrower, Constellation Energy Group, 750 E. Pratt Street, Baltimore, Maryland 21202, Attention: Jonathan W. Thayer, Chief Financial Officer and Senior Vice President, and Charles A. Berardesco, Senior Vice President and General Counsel;

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(b) if to the Administrative Agent, to Yolette Salnave, The Royal Bank of Scotland plc, RBS Global Banking & Markets, 600 Steamboat Road, Greenwich, CT 06830, Fax: 203- 302-7800; and

(c) if to an initial Lender, to it at its Domestic Lending Office specified opposite its name on Schedule I hereto, and if to any other Lender, to it at its Domestic Lending Office specified in the Lender Assignment and Acceptance pursuant to which it became a Lender.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or electronic/soft medium to such party and received during the normal business hours of such party as provided in this Section or Section 8.14 or in accordance with the latest unrevoked direction from such party given in accordance with this Section or Section 8.14. If such notices and communications are not received during the normal business hours of such party, receipt shall be deemed to have been given upon the opening of the recipient’s next Business Day.

Section 8.02. Survival of Agreement.

All covenants, agreements, representations and warranties made by the Borrower in this Agreement and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of all Advances regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Outstanding Credit or any fee or any other amount payable under this Agreement is outstanding and unpaid or the Commitments have not been terminated.

Section 8.03. Binding Effect.

Upon the Effective Date, this Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders and the Administrative Agent and their respective successors and assigns, except that the Borrower shall not have the right to assign or delegate any rights or obligations hereunder or any interest herein without the prior consent of all the Lenders, except as a consequence of a transaction expressly permitted under Section 5.02(b).

Section 8.04. Successors and Assigns.

(a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any party that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns.

(b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it under such Commitment); provided, however, that (i) the consent of the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or a Federal Reserve Bank, (ii) the consent of the Borrower is not

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required upon the occurrence and during the continuation of an Event of Default, (iii) the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of such Trade Date) shall be in a minimum amount of the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless otherwise agreed by the Borrower and Administrative Agent (which agreement shall not be unreasonably withheld), provided, however that in the case of an assignment (A) of the entire remaining amount of the Lender’s Commitment and the Outstanding Credits at the time owing to it or (B) to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned, (iv) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement, (v) no such assignment shall be made to the Borrower, any of the Borrower’s Affiliates or Subsidiaries or to a natural person, and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, and the assignor or assignee under each such assignment shall pay to the Administrative Agent an administrative fee of $3,500. Upon acceptance and recording pursuant to Section 8.04(e), from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof unless otherwise agreed by the Administrative Agent (the Borrower to be given reasonable notice of any shorter period), (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party to this Agreement (but shall continue to be entitled to the benefits of Sections 2.11 and 8.05 afforded to such Lender prior to its assignment as well as to any fees accrued for its account hereunder and not yet paid)). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with provision (b)(vi) of this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any obligations under this Agreement or any other instrument or document furnished pursuant thereto; (iii) such assignor and such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received copies of this Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 and such other documents and

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information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Agreement are required to be performed by it as a Lender.

(d) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and the principal amount of Outstanding Credits owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each party hereto, at any reasonable time and from time to time upon reasonable prior notice; provided, however that each Lender may inspect only those entries related to such Lender.

(e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the processing and recordation fee referred to in subsection (b) above and, if required, the written consent of the Borrower, the Administrative Agent to such assignment, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register.

(f) Each Lender may without the consent of the Borrower or the Administrative Agent sell participations to one or more banks or entities (other than the Borrower, the Borrower’s Affiliates, the Borrower’s Subsidiaries or any natural person) in all or a portion of its rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Outstanding Credits owing to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations, (iii) each participating bank or other entity shall be entitled to the benefit of the cost protection provisions contained in Sections 2.11 and 8.05 and of the tax provision contained in Section 2.16 to the same extent as if it were the selling Lender (and limited to the amount that could have been claimed by the selling Lender had it continued to hold the interest of such participating bank or other entity, unless the sale of the participation is made with the Borrower’s prior written consent), except that all claims made pursuant to such Sections shall be made through such selling Lender, (iv) if a participant would be a Non-U.S. Payee if it were a Lender, such participant shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.16(f) as though it were a Lender, and (v) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such selling Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole

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right to enforce the obligations of the Loan Parties under this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers (x) decreasing any fees payable hereunder or the amount of principal of, or the rate at which interest is payable on, the Outstanding Credits, (y) extending any principal payment date or date fixed for the payment of interest on the Outstanding Credits or (z) extending the Commitments). Such participations shall not create any “security” (as the word “security” is defined under the Securities Act of 1933, as amended) of the Borrower.

(g) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of any such information.

(h) Any Lender may at any time pledge all or any portion of its rights under this Agreement to a Federal Reserve Bank; provided that no such pledge shall release any Lender from its obligations hereunder or substitute any such Bank for such Lender as a party hereto. In order to facilitate such an assignment to a Federal Reserve Bank, the Borrower shall, at the request of the assigning Lender, duly execute and deliver to the assigning Lender a promissory note or notes evidencing the Advances made to the Borrower by the assigning Lender hereunder.

Section 8.05. Expenses; Indemnity.

(a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with entering into this Agreement and the other Credit Documents and in connection with any amendments, modifications or waivers of the provisions thereof (whether or not the transactions hereby contemplated are consummated), or incurred by the Administrative Agent or any Lender in connection with the enforcement of their rights in connection with the Credit Documents or in connection with the Advances made hereunder, including the reasonable fees and disbursements of counsel for the Administrative Agent and, in the case of enforcement following an Event of Default, counsel for the Lenders.

(b) The Borrower agrees to indemnify each Lender against any loss, calculated in accordance with the next sentence, or reasonable expense that such Lender may sustain or incur as a consequence of (i) any failure by the Borrower to borrow or to Convert any Advance hereunder (including as a result of the Borrower’s failure to fulfill any of the applicable conditions set forth in Article III) after irrevocable notice of such borrowing or Conversion has been given pursuant to Section 2.03, (ii) any payment, prepayment or Conversion, or assignment of a Eurodollar Advance or Base Rate Advance of the Borrower required by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period, if any, applicable thereto, or (iii) any default in payment or prepayment of the principal amount of any Outstanding Credit or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity or otherwise) or (iv) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred by such Lender in

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liquidating or employing deposits from third parties, or with respect to commitments made or obligations undertaken with third parties, to effect or maintain any Advance hereunder or any part thereof as a Eurodollar Advance or a Base Rate Advance. Such loss shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (A) its cost of obtaining the funds for the Advance being paid, prepaid, Converted or not borrowed (assumed to be, as applicable, the Eurodollar Rate or the Base Rate applicable thereto) for the period from the date of such payment, prepayment or failure to borrow or Convert to the last day of the Interest Period for such Advance (or, in the case of a failure to borrow or Convert the Interest Period for such Advance that would have commenced on the date of such failure) over (B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in re- employing the funds so paid, prepaid or not borrowed or Converted for such period or Interest Period, as the case may be.

(c) The Borrower agrees to indemnify the Administrative Agent, each Lender, each of their Affiliates (including, in the case of RBS, RBS GC) and the directors, officers, employees, advisors, attorneys-in-fact and agents of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses, including reasonable counsel fees and expenses, incurred by any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement and the other Credit Documents, (ii) the use of the proceeds of the Advances, (iii) any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement, (iv) the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon, or under any property of the Borrower or any of its Affiliates or (B) by or on behalf of the Borrower or any of its Affiliates at any time and in any place, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that the Borrower agrees that it will not, nor will it permit any Subsidiary to, without the prior written consent of each Indemnitee (such consent not to be unreasonably withheld), settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 8.05(c) (whether or not any Indemnitee is an actual or potential party to such claim, action, suit or proceeding), if such settlement, compromise or consent includes any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee or involves any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

(d) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the termination of the Commitments, the repayment of any of the Outstanding Credits, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

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(e) Three Business Days prior to the date on which any amount or amounts due under this Section are payable in accordance with a demand from a Lender or the Administrative Agent for such amount or amounts, such Lender or the Administrative Agent will cause to be delivered to the Borrower a certificate, which shall be conclusive absent manifest error, setting forth any amount or amounts that such person is entitled to receive pursuant to subsection (b) of this Section and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined.

Section 8.06. Right of Setoff.

If (i) an Event of Default shall have occurred and be continuing and (ii) the request shall have been made or the consent granted by the Majority Lenders as specified by Section 6.02 to authorize the Administrative Agent to declare the Advances of the Borrower due and payable pursuant to the provisions of Section 6.02, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower, irrespective of whether or not such Lender shall have made any demand under this Agreement, and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 8.07. Applicable Law.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 8.08. Waivers; Amendment.

(a) No failure or delay of the Administrative Agent or any Lender in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders under this Agreement are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by subsection (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any Subsidiary in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b) No provision of this Agreement may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent with the consent of the Majority Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Outstanding Credit, or

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waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Outstanding Credit, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment of any Lender, decrease the fees owing to any Lender or postpone the payment of any fee owing to any Lender without the prior written consent of such Lender, (iii) amend, waive or modify the provisions of Section 2.13 (or any other provision in this Agreement that expressly provides for the pro rata treatment of the Lenders), Section 2.14 or Section 8.04(h), the provisions of this Section or the definition of the “Majority Lenders”, without the prior written consent of each Lender, or (iv) release or permit the transfer of the obligations of the Borrower hereunder without the prior written consent of each Lender, except as permitted by Section 5.02(b); provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, provided, further that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder.

Section 8.09. ENTIRE AGREEMENT.

THIS AGREEMENT (INCLUDING THE SCHEDULES AND EXHIBITS HERETO), THE NOTES AND THE FEE LETTER (COLLECTIVELY, THE “AGREEMENT DOCUMENTS”) REPRESENT THE ENTIRE CONTRACT AMONG THE PARTIES RELATIVE TO THE SUBJECT MATTER HEREOF AND THEREOF. ANY PREVIOUS AGREEMENT, WHETHER WRITTEN OR ORAL, AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF OR THEREOF IS SUPERSEDED BY THE AGREEMENT DOCUMENTS, IT BEING FURTHER UNDERSTOOD THAT ALL COMMITMENTS TO LEND TO THE BORROWER SET FORTH IN THE SECOND AMENDED AND RESTATED COMMITMENT LETTER, DATED AUGUST 26, 2008, AS AMENDED AND RESTATED AS OF OCTOBER 16, 2008, AND AS AMENDED OCTOBER 31, 2008, AMONG THE BORROWER, RBS, RBS GC, UBS LOAN FINANCE LLC AND UBS SECURITIES LLC ARE HEREBY TERMINATED. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NOTHING IN THIS AGREEMENT OR THE FEE LETTER, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN THE PARTIES HERETO AND THERETO ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THE AGREEMENT DOCUMENTS.

Section 8.10. Severability.

In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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Section 8.11. Counterparts/Telecopy.

This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 8.03. Delivery of executed counterparts by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered.

Section 8.12. Headings.

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 8.13. Jurisdiction; Venue; Waiver of Jury Trial.

(a) The Borrower, the Administrative Agent and each Lender hereby irrevocably and unconditionally submits to the nonexclusive jurisdiction of any Federal court, to the extent permitted by law, of the United States of America sitting in the borough of Manhattan in New York City or, if such Federal court is not available due to lack of jurisdiction, any New York State court sitting in the borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Federal Court, to the extent permitted by law, or in such New York State court. The Borrower, the Administrative Agent and each Lender each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to the foregoing and to subsection (b) below, nothing in this Agreement shall affect any right that any party thereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party thereto in the courts of any jurisdiction.

(b) The Borrower and each Lender each hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. The Borrower and each Lender each hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE

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BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER ENTERING INTO THIS AGREEMENT.

Section 8.14. Electronic Communications.

(a) The Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing (including any election of an interest rate or Interest Period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Unmatured Default or Event of Default or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to gbmnaagency@rbs.com. In addition, the Borrower agrees to continue to provide the Communications to the Administrative Agent in the manner otherwise specified herein, but only to the extent requested by the Administrative Agent.

(b) The Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). The Borrower acknowledges that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution.

(c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF THE COMMUNICATIONS THROUGH THE PLATFORM, EXCEPT TO THE EXTENT THE

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LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(d) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of this Agreement. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of this Agreement. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address.

(e) Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to this Agreement in any other manner specified herein.

Section 8.15. Confidentiality.

(a) Each Lender shall hold in confidence all non-public, confidential or proprietary information, memoranda, or extracts furnished to such Lender (directly or through the Administrative Agent) by the Borrower under this Agreement or in connection with the negotiation thereof; provided that such Lender may disclose any such information, memoranda or extracts (i) (A) to its directors, officers, employees, agents, auditors, attorneys, consultants and advisors and, (B) to the extent necessary for the administration of this Agreement, to its Affiliates and the directors, officers and employees of its Affiliates, (ii) to any regulatory or supervisory authority having authority to examine such Lender or such Lender’s Affiliates, (iii) as required by any legal or governmental process or otherwise by law (with such Lender providing details, to the extent permitted by law, to the Borrower of the information, memoranda or extracts disclosed pursuant to this clause (iii)), (iv) to any Person to which such Lender sells or proposes to sell an assignment or a participation in its Outstanding Credits hereunder, if such other Person agrees for the benefit of the Borrower to comply with the provisions of this Section and (v) to the extent that such information, memoranda or extracts shall be publicly available or shall have become known to such Lender independently of any disclosure by the Borrower under this Agreement or in connection with the negotiation thereof. Any Lender disclosing information, memoranda or extracts pursuant to clause (i) or (iv) of this Section 8.15 will take reasonable steps to ensure that the persons receiving such information, memoranda or extracts pursuant to such Sections will hold the same in confidence in accordance with this Section 8.15. To the extent possible, any Lender disclosing information, memoranda or extracts pursuant to clause (ii) or (iii) of this Section 8.15 will take reasonable steps to ensure that the persons receiving such information, memoranda or extracts pursuant to such Sections will hold the same in confidence in accordance with this Section 8.15.

(b) Notwithstanding the foregoing, any Lender may disclose the provisions of this Agreement and the amounts, maturities and interest rates of its Outstanding Credits to any

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purchaser or potential purchaser of such Lender’s interest in any Outstanding Credits. Notwithstanding anything to the contrary in this Agreement, each party hereto shall not be limited from disclosing the US tax treatment or US tax structure of the transactions contemplated by this Agreement. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.

Section 8.16. EDFI Transactions.

The Lenders confirm and agree that the consummation of the EDFI Transactions subject to the terms and conditions hereof (i) are permitted under this Agreement and the other Credit Documents, (ii) do not constitute an Unmatured Default and (iii) do not constitute a Prepayment Event. The Lenders further agree that the Collateral and related guaranties, if applicable, will be released from the Liens of the Security Documents upon the sale of such Collateral pursuant to the EDFI Put Options or the EDFI Acquisition.

[Signatures to Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

CONSTELLATION ENERGY GROUP, INC.,
as Borrower
By	/s/  Jonathan W. Thayer
Name:	Jonathan W. Thayer
Title:	Senior Vice President and Chief Financial Officer

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

S-1

THE ROYAL BANK OF SCOTLAND PLC,
as Administrative Agent and Lender
By	/s/  Grant Matthews
Name:	Grant Matthews
Title:	Managing Director

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

S-2

UBS LOAN FINANCE LLC, as Lender
By	/s/  Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director
By	/s/  Mary E. Evans
Name:	Mary E. Evans
Title:	Associate Director

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

S-3

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Lender
By	/s/  James Morgan
Name:	James Morgan
Title:	Managing Director
By	/s/  Rianka Mohan
Name:	Rianka Mohan
Title:	Vice President

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

S-4

THE BANK OF NOVA SCOTIA, as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

S-5

BARCLAYS BANK PLC, as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

S-6

BNP PARIBAS, as Lender
By	/s/  Denis O’Meara
Name:	Denis O’Meara
Title:	Managing Director
By	/s/  Ravina Advani
Name:	Ravina Advani
Title:	Vice President

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

S-7

MORGAN STANLEY BANK, as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

S-8

MANUFACTURERS AND TRADERS

TRUST COMPANY, as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

S-9

NATIONAL CITY BANK, as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

S-10

UNION BANK OF CALIFORNIA, N.A., as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc. $1.23B Amended and Restated Credit Agreement

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SCHEDULE I

LENDERS AND COMMITMENTS

Constellation Energy Group, Inc. Credit Agreement

Name of Lender	Commitment		Domestic Lending Office	Eurodollar Lending Office
The Royal Bank of	$	200,000,000	600 Steamboat Road	Same as Domestic Lending
Scotland PLC			Greenwich, CT 06830	Office
UBS Loan Finance	$	200,000,000	677 Washington Boulevard	Same as Domestic Lending
LLC			Stamford, CT 06901	Office
			Attn: Iris Choi
			Tel: 203-719-0678
			Fax: 203-719-3888
			Email: iris.choi@ubs.com
Credit Suisse, Cayman	$	250,000,000	Eleven Madison Avenue	Same as Domestic Lending
Islands Branch			New York, NY 10010	Office
			Attn: Transaction Management Group
			Chevel Nelson
			Phone: 212-325-0880
			Fax: 212-743-2780
			Email: corpbanking.tmg@credit-
			suisse.com
The Bank of Nova	$	150,000,000	One Liberty Plaza	Same as Domestic Lending
Scotia			26th Floor	Office
			New York, NY 10006
Barclays Bank PLC	$	100,000,000	200 Park Avenue	Same as Domestic Lending
			3rd Floor,	Office
			New York, NY, 10166
			Attn: Jane Yoon
			Tel: 973-576-3267
			Fax: 973-576-3014
			Email: jane.yoon@barcap.com
BNP Paribas	$	100,000,000	787 Seventh Avenue	Same as Domestic Lending
			New York, NY 10019	Office
			Attn : Project Finance & Utilities
			Telephone: 212-841-2000
			Fax: 212-841-2146

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Name of Lender	Commitment		Domestic Lending Office	Eurodollar Lending Office
Morgan Stanley Bank,	$	100,000,000	One Utah Center	Same as Domestic Lending
N.A.			201 South Main Street, 5th Floor	Office
			Salt Lake City, UT 84111
			Attn: Documentation Team
			Telephone : 801-236-3655
			Fax: 718-233-0967
			Email: docs4loans@ms.com
Manufacturers and	$	50,000,000	25 S. Charles Street, 19th Floor	Same as Domestic Lending
Traders Trust Company			Baltimore, MD 21201	Office
National City Bank	$	40,000,000	One N. Franklin, 20th Floor	Same as Domestic Lending
			Chicago, IL 60606	Office
Union Bank of	$	40,000,000	Energy Capital Services	Same as Domestic Lending
California, N.A.			445 S. Figueroa Street, 15th Floor	Office
			Los Angeles, CA 90071
AGGREGATE				$1,230,000,000
COMMITMENTS:

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SCHEDULE II

COLLATERAL ASSETS

(a) In the case of each generating plant listed below that is a wholly-owned Subsidiary of the Borrower, substantially all real and personal property and substantially all other assets, rights and interests, including, without limitation, machinery, equipment, inventory, furniture, permits, material contracts and leases, books and records, prepaid expenses, emission allowances, intellectual property and licenses, used in connection with the following generating plants, and all equity interests in each special purpose entity that owns or holds such property and assets, in each case owned by the Borrower or any of its wholly-owned Subsidiaries, subject to such exceptions as are agreed by the Borrower and the Administrative Agent. In the case of each generating plant listed below that is not a wholly-owned Subsidiary of the Borrower, the only security requirement shall be a pledge of the equity interests in each special purpose entity that owns or holds such property and assets that is owned by the Borrower or any of its wholly owned Subsidiaries.

Notwithstanding anything to the contrary, the collateral shall exclude the following: (i) motor vehicles and other assets subject to certificates of title, (ii) pledges and security interests prohibited or (to the extent) limited by law or contractual provisions (including permitted liens, leases and licenses) or would otherwise result in termination or any forfeiture under any contract, or would result in adverse tax consequences (other than prohibitions overridden by the UCC), (iii) assets requiring perfection through control agreements (e.g., to the extent required in the relevant jurisdiction for deposit accounts, investment property, etc.), (iv) equity interests in joint ventures, to the extent a pledge thereof would violate or require the consent of a counterparty under the relevant joint venture arrangements, (v) business interruption insurance proceeds, and (vi) those properties and assets as to which the Administrative Agent reasonably determines that the costs of obtaining such security interest or perfection thereof are excessive in relation to the practical benefit to the Lenders of the security interest to be afforded thereby. The foregoing described in clauses (i) through (vi) are, collectively, the “Excluded Assets”.

In addition, the requirements of the Borrower to provide the collateral described in this Schedule II shall be subject to the following agreed security principles:

(a) The security documents should not operate so as to prevent transactions which are permitted under the Credit Agreement or to require additional consents or authorizations;

(b) The security documents will permit disposals of assets where such disposal is permitted under the Credit Agreement and will include assurances for the Collateral Agent to do all things reasonably requested to release security in respect of the assets the subject of such disposal; and

(c) The Administrative Agent will work with the Borrower to minimize the cost to the Borrower and the other Loan Parties granting the security and shall ensure that in all events the costs are not disproportionate to the benefit to be obtained by the Lenders.

(d) In no event shall any Loan Party be obligated to grant a security interest in, any of such Loan Party’s rights or interests in or under, any license, contract, permit, intellectual

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property, instrument, security or franchise to which such Loan Party is a party or any of its rights or interests thereunder to the extent that such a grant would, under the terms of such license, contract, permit, intellectual property, instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, instrument, security or franchise.

Brandon Shores

Wagner 2&3

Herbert Wagner Oil

PJM-South CTs

Gould Street - Riverside

Rio Bravo Jasmin

Rio Bravo Poso

Rio Bravo Rocklin & Chinese Station

Rio Bravo Fresno

SEGS IV, V, VI

Mammoth Pacific 1, 2, 3

Malacha

Soda Lake 1 and 2

PLES 1

Fontana/Visalia Solar

Handsome Lake

Perryman 51

ACE Cogeneration

Panther Creek / Colver Power

Sunnyside Cogeneration

Keystone

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Conemaugh

C.P. Crane

Safe Harbor

West Valley

Alberta

2. All membership interests in Constellation Generation owned directly or indirectly by the Borrower

II-3

SCHEDULE III

EDFI TRANSACTION DOCUMENTS

Constellation Energy Group, Inc.

Amended and Restated Credit Agreement

1. EDFI Master Put and Purchase Agreement

2. EDFI Stock Purchase Agreement

3. Form of Asset Purchase Agreement, by and between [Constellation Entity], as Seller and [EDF Development Inc.], as Purchaser, in the form delivered pursuant to Section 3.01

4. Articles Supplementary

5. Payment Guaranty, dated as of December 17, 2008, made by EDFI, as guarantor, in favor of the Borrower

6. Amended and Restated Investor Agreement, dated as of December 17, 2008, amending and restating the Investor Agreement, dated as of July 20, 2007, by and between EDFI and the Borrower

7. Investor Rights Agreement, dated as of December 17, 2008, by and between the Borrower, as the Company, and EDF Development Inc., as the Investor

8. Form of Senior Promissory Note issued by Constellation Energy Group, Inc. to an Initial Holder, in the form delivered pursuant to Section 3.01

9. Form of Second Amended and Restated Operating Agreement of Constellation Generation, in the form delivered pursuant to Section 3.01

10. The documents evidencing the EDFI Facility

III-1

EXHIBIT A

Form of Assignment and Acceptance

ASSIGNMENT AND ACCEPTANCE

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.

The Assignor identified on Schedule 1 hereto (the “Assignor”) and the Assignee identified on Schedule 1 hereto (the “Assignee”) agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), (i) the interest described in Schedule 1 hereto in and to the Assignor’s interests, rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto, in a principal amount as set forth on Schedule 1 hereto and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor against any Person whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).

2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any Credit Document and (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant thereto or any collateral thereunder; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other obligor or the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other obligor of any of their respective obligations under the Credit Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; and (d) attaches any Notes

A-1

held by it evidencing the Assigned Interest and (i) requests that the Administrative Agent, upon request by the Assignee, exchange the attached Notes for a new Note or Notes payable to the Assignee and (ii) if the Assignor has retained any interest under the Credit Agreement, requests that the Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

3. The Assignee represents and warrants that (a) it has power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; (b) it meets all the requirements to be an assignee under Section 8.04(b)(i) and (iv) of the Credit Agreement (subject to such consents, if any, as may be required under Section 8.04(b)(i) of the Credit Agreement; (c) it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.03 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (d) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type; (e) if it is a Non-U.S. Payee, attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; (f) it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (g) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (h) it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

4. The effective date of this Assignment and Acceptance shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of execution of this Assignment and Acceptance).

5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) [to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date] [to the Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.]

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6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent of the interest assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

The Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

A-3

Schedule 1

to Exhibit A

Schedule 1

to Assignment and Acceptance

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

[Trade Date:                                                              ]¹

Principal Amount Assigned	Commitment Percentage Assigned
$	/        %

[Name of Assignee]:	[Name of Assignor]:
By	By
Name:	Name:
Title:	Title:
Accepted: THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent	Consented to: CONSTELLATION ENERGY GROUP, INC.
By	By
Name:	Name:
Title:	Title:

¹ To be completed if the Assignor(s) and the Assignee(s) intend that the Principal Amount Assigned is to be determined as of the Trade Date.

A-4

EXHIBIT B

Form of Borrowing Request

The Royal Bank of Scotland plc, as

administrative agent for the lenders parties

to the Credit Agreement referred to below

600 Steamboat Road

Greenwich, CT 06830

Attention: Loan Administration

Reference is hereby 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”). Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined.

The Borrower hereby gives notice to the Administrative Agent that Borrowings under the Credit Agreement, and of the type and amount set forth below, are requested to be made on the date indicated below to the Borrower:

Type of Borrowings	Interest Period	Aggregate Amount	Date of Borrowings
Base Rate Borrowing	N/A
Eurodollar Borrowing

The Borrower hereby requests that the proceeds of the Borrowings described in this Borrowing Request be made available to the Borrower as follows:

[insert transmittal instructions].

B-1

The Borrower hereby (i) certifies that all conditions contained in the Credit Agreement to the making of any Borrowing requested have been met or satisfied in full and (ii) acknowledges that the delivery of this Borrowing Request shall constitute a representation and warranty by the Borrower that, on the date of the proposed Borrowing, the statements contained in Section 3.02 of the Credit Agreement are true and correct.

CONSTELLATION ENERGY GROUP, INC.

By

Name:

Title:

DATE:                     

B-2

EXHIBIT C

Form of Notice of Conversion

The Royal Bank of Scotland plc, as

administrative agent for the lenders parties

to the Credit Agreement referred to below

600 Steamboat Road

Greenwich, CT 06830

Attention: Loan Administration

[Date]

Ladies and Gentlemen:

The undersigned, Constellation Energy Group, Inc., refers 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”), and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement, that the undersigned hereby requests a Conversion under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion (the “Proposed Conversion”) as required by Section 2.03 of the Credit Agreement:

(i) The Business Day of the Proposed Conversion is                 , 200    .

(ii) The Type of Advances comprising the Proposed Conversion is [Base Rate Advances] [Eurodollar Advances].

(iii) The aggregate amount of the Proposed Conversion is $            .

(iv) The Type of Advances to which such Advances are proposed to be Converted is [Base Rate Advances] [Eurodollar Advances].

(v) The Interest Period for each Advance made as part of the Proposed Conversion is      month(s).¹

The undersigned hereby represents and warrants that on the date hereof, and on the date of the Proposed Conversion, the Borrower’s request for the Proposed Conversion is, and will be, made in compliance with Section 2.03 of the Credit Agreement.

¹ Delete for Base Rate Advances.

C-1

Very truly yours,

CONSTELLATION ENERGY GROUP, INC.

By

Name:

Title:

C-2

EXHIBIT D

Form of Compliance Certificate

COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered to you pursuant to Section 5.03(b) of 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”). Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined.

1. I am the duly elected, qualified and acting [Chief Financial Officer] [Treasurer] of the Borrower.

2. I have reviewed and am familiar with the contents of this Certificate.

3. Attached hereto as Attachment 1 (the “Financial Statements”) are the financial statements required to be delivered under Section 5.03(b) which I certify as having been prepared in accordance with generally accepted accounting principles consistently applied [except as set forth below] and subject to changes resulting from year end adjustments. As of the date of this Certificate I have no knowledge of the existence, of any condition or event which constitutes an Unmatured Default or an Event of Default that has occurred and is continuing[, except as set forth below].

4. Attached hereto as Attachment 2 are the computations showing compliance with the covenant[s] set forth in Section[s] 5.04 [and 5.05] of the Credit Agreement.

IN WITNESS WHEREOF, I execute this Certificate this      day of             , 200    .

CONSTELLATION ENERGY GROUP, INC.

By

Name:

Title:

D-1

Attachment 1

to Exhibit D

[Set forth Financial Statements]

D-2

Attachment 2

to Exhibit D

The information described herein is as of                 , 200    , and pertains to the period from                 , 200     to                 , 200    .

[Set forth Covenant Calculation]

D-3

EXHIBIT E

Form of Solvency Certificate

SOLVENCY CERTIFICATE

THIS SOLVENCY CERTIFICATE (this “Certificate”) is delivered to you pursuant to Section 3.01(c) of the Amended and Restated Credit Agreement, dated as of December 17, 2008 (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”). Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined.

The undersigned hereby certifies, to the best of his knowledge and belief and in his representative capacity on behalf of the Borrower, and not in any individual capacity, to the Administrative Agent and each Lender that, as of                  , 20    , the Borrower is, and on and after the consummation of the transactions contemplated by the Credit Agreement and the EDFI Transactions will be, Solvent.

CONSTELLATION ENERGY GROUP, INC.
By
	Jonathan W. Thayer
	Chief Financial Officer and Senior Vice President

E-1

EX-10.6

Exhibit 10.6

EXECUTION COPY

SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

Dated as of December 17, 2008

Among

CONSTELLATION ENERGY GROUP, INC.,

as Borrower

THE LENDERS NAMED HEREIN

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent, LC Bank, Swingline Lender

and Collateral Agent

WACHOVIA CAPITAL MARKETS, LLC

BANC OF AMERICA SECURITIES LLC

and

CITIGROUP GLOBAL MARKETS INC.

Co-Lead Arrangers and Co-Book Managers

TABLE OF CONTENTS

ARTICLE I DEFINITIONS; CONSTRUCTION	1
Section 1.01. Defined Terms.	1
Section 1.02. Terms Generally.	19
Section 1.03. Time.	19
ARTICLE II THE CREDITS	20
Section 2.01. Extensions of Credit.	20
Section 2.02. Advances.	20
Section 2.03. Borrowing and Conversion Procedures; Swingline Advances.	21
Section 2.04. Letters of Credit.	23
Section 2.05. Fees	29
Section 2.06. Repayment of Advances; Evidence of Indebtedness.	30
Section 2.07. Interest.	31
Section 2.08. Default Interest.	32
Section 2.09. Alternate Rate of Interest.	32
Section 2.10. Termination and Reduction of Commitments.	33
Section 2.11. Prepayment.	33
Section 2.12. Reserve Requirements; Change in Circumstances.	34
Section 2.13. Change in Legality.	35
Section 2.14. Pro Rata Treatment.	36
Section 2.15. Sharing of Setoffs.	36
Section 2.16. Payments.	37
Section 2.17. Taxes.	37
Section 2.18. Assignment of Commitments Under Certain Circumstances.	40
ARTICLE III CONDITIONS PRECEDENT	40
Section 3.01. Conditions Precedent to Effectiveness of this Agreement	40
Section 3.02. Conditions Precedent to Each Extension of Credit	42
Section 3.03. Reliance on Certificates.	43
ARTICLE IV REPRESENTATIONS AND WARRANTIES	43
Section 4.01. Representations and Warranties of the Borrower.	43
ARTICLE V COVENANTS OF THE BORROWER	45
Section 5.01. Affirmative Covenants.	45
Section 5.02. Negative Covenants	47
Section 5.03. Reporting Requirements.	51
Section 5.04. Specified Indebtedness to Capitalization.	53
ARTICLE VI EVENTS OF DEFAULT	53
Section 6.01. Events of Default.	53
Section 6.02. Remedies.	55
ARTICLE VII THE AGENTS	57
Section 7.01. Authorization and Action.	57
Section 7.02. Agent’s Reliance, Etc.	58
Section 7.03. Discretionary Action.	58
Section 7.04. Successor Agents.	58
Section 7.05. Agents and Affiliates.	59
Section 7.06. Indemnification.	59

-i-

Section 7.07. Bank Credit Decision.	60
Section 7.08. Relationship with Lenders.	60
Section 7.09. Arrangers.	60
ARTICLE VIII MISCELLANEOUS	60
Section 8.01. Notices.	60
Section 8.02. Survival of Agreement.	61
Section 8.03. Binding Effect.	61
Section 8.04. Successors and Assigns.	61
Section 8.05. Expenses; Indemnity.	64
Section 8.06. Right of Setoff.	66
Section 8.07. Applicable Law.	66
Section 8.08. Waivers; Amendment.	66
Section 8.09. ENTIRE AGREEMENT.	67
Section 8.10. Severability.	67
Section 8.11. Counterparts/Telecopy.	68
Section 8.12. Headings.	68
Section 8.13. Jurisdiction; Venue; Waiver of Jury Trial.	68
Section 8.14. Confidentiality.	69

SCHEDULES AND EXHIBITS

Schedule I	—	Schedule of Lenders
Schedule II	—	Collateral Assets
Schedule III	—	EDFI Transaction Documents
Exhibit A	—	Form of Assignment and Acceptance
Exhibit B	—	Form of Borrowing Request
Exhibit C	—	Form of Request for Issuance
Exhibit D	—	Form of Notice of Conversion
Exhibit E	—	Form of Opinion of Counsel for the Loan Parties
Exhibit F	—	Form of Compliance Certificate
Exhibit G	—	Form of Solvency Certificate

-ii-

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 17, 2008, is entered into among CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (the “Borrower”), the lenders listed in Schedule I (together with their successors and assigns, the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as letter of credit issuing bank, swingline lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Wachovia, as collateral agent (in such capacity, the “Collateral Agent”).

PRELIMINARY STATEMENT

WHEREAS, the Borrower has previously entered into the $3,850,000,000 Amended and Restated Credit Agreement, dated as of July 31, 2007 (the “Existing Credit Agreement”), among the Borrower, the lenders named therein and Wachovia, as letter of credit issuing bank, swingline bank and as administrative agent for such lenders; and

WHEREAS, the Borrower has requested that the Lenders that are parties to the Existing Credit Agreement amend and restate the Existing Credit Agreement on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, and subject to the satisfaction of the conditions precedent set forth in Section 3.01, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.01. Defined Terms.

As used in this Agreement, terms not defined in the lead paragraph or preamble shall have the meanings specified below:

“Administrative Agent” shall have the meaning given such term in the preamble hereto.

“Advance” shall mean a Eurodollar Advance, LMIR Advance or Base Rate Advance.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly or indirectly controls or is controlled by or is under common control with the Person specified. For this purpose, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting shares, by contract or otherwise.

“Agents” shall mean the Administrative Agent and the Collateral Agent.

“Applicable Floor” shall mean, with respect to each Type of Advance and the then-applicable Reference Ratings, the interest rates listed below:

Applicable Rating Level	Applicable Floor for LIBOR and LMIR Advances	Applicable Floor for Base Rate Advances
1	2.75%	1.75%
2	3.00%	2.00%
3	3.50%	2.50%
4	4.00%	3.00%
5	4.50%	3.50%

A change in the Applicable Floor resulting from a change in the Applicable Rating Level shall become effective upon the date of announcement of a change in any Reference Rating that results in a change in the Applicable Reference Level.

“Applicable Lending Office” shall mean, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance, and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Advance or LMIR Advance.

“Applicable Margin” shall mean, at all times until the Pricing Change Date, with respect to Base Rate Advances, 0.0% per annum, and, with respect to any Eurodollar Advance or any LMIR Advance, at all times during which any Applicable Rating Level set forth below is in effect, the rate per annum (except as provided below) set forth below next to such Applicable Rating Level:

Applicable Rating Level	Applicable Margin for Eurodollar Advances and LMIR Advances
1	0.19%
2	0.23%
3	0.31%
4	0.44%
5	0.55%

provided that the Applicable Margin will increase, at any time the Outstanding Credits in the form of Advances are greater than 50% of the aggregate Commitments, by 0.05%.

“Applicable Margin” shall mean, at all times on and after the Pricing Change Date, with respect to any Type of Advance, the Applicable Margin shall be the greater of (i) the LIBOR Market Rate Spread and (ii) the Applicable Floor, in each case, in effect from time to time for such Type of Advance and the Applicable Rating Level. A change in the Applicable Margin (whether before or after the Pricing Change Date) resulting from a change in the Applicable Rating Level shall become effective upon the date of announcement of a change in any Reference Rating that results in a change in the Applicable Rating Level.

“Applicable Rating Level” shall be determined, at all times until the Pricing Change Date, in accordance with the then-applicable Reference Ratings as follows:

Reference Ratings	Applicable Rating Level
One of the following ratings shall be in effect: Reference Rating by either S&P or Fitch of A- or higher or Reference Rating by Moody’s of A3 or higher	1
One of the following ratings shall be in effect: Reference Rating by either S&P or Fitch of BBB+ or Reference Rating by Moody’s of Baa1	2
One of the following ratings shall be in effect: Reference Rating by either S&P or Fitch of BBB or Reference Rating by Moody’s of Baa2	3
One of the following ratings shall be in effect: Reference Rating by either S&P or Fitch of BBB- or Reference Rating by Moody’s of Baa3	4
All of the following ratings shall be in effect: Reference Rating by both of S&P and Fitch lower than BBB- (or unrated) and Reference Rating by Moody’s lower than Baa3 (or unrated)	5

2

At any times on and after the Pricing Change Date, the Applicable Rating Level shall be determined in accordance with the then-applicable Reference Ratings as follows:

Reference Ratings	Applicable Rating Level
One of the following ratings shall be in effect: Reference Rating by either S&P or Fitch of BBB+ or higher or Reference Rating by Moody’s of Baa1 or higher	1
One of the following ratings shall be in effect: Reference Rating by either S&P or Fitch of BBB or Reference Rating by Moody’s of Baa2	2
One of the following ratings shall be in effect: Reference Rating by either S&P or Fitch of BBB- or Reference Rating by Moody’s of Baa3	3
One of the following ratings shall be in effect: Reference Rating by either S&P or Fitch of BB+ or Reference Rating by Moody’s of Ba1	4
All of the following ratings shall be in effect: Reference Rating by both of S&P and Fitch lower than BB+ (or unrated) Reference Rating by Moody’s lower than Ba1 (or unrated)	5

In the event that none of Applicable Rating Levels 1, 2, 3 or 4 shall be applicable (whether before or after the Pricing Change Date), or no Reference Rating by any of S&P, Fitch and Moody’s shall be in effect, then the Applicable Rating Level shall be Applicable Rating Level 5. The Applicable Rating Level shall be redetermined on the date of announcement of a change in any of these Reference Ratings.

3

Notwithstanding the above, (i) if at any time there is a split among Reference Ratings by S&P, Fitch and Moody’s such that all three Reference Ratings fall in different Applicable Rating Levels, the Applicable Rating Level shall be determined by the Reference Rating that is neither the highest nor the lowest of the three Reference Ratings, and (ii) if at any time there is a split among Reference Ratings by S&P, Fitch and Moody’s such that two of such Reference Ratings are in one Level (the “Majority Level”) and the third rating is in a different Applicable Rating Level, the Applicable Rating Level shall be at the Majority Level.

“Approved Fund” shall mean any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Articles Supplementary” shall mean the Articles Supplementary to the charter of the Borrower relating to the Series B Preferred Stock of the Borrower.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee in the form of Exhibit A.

“Base Rate” shall mean, (i) at all times prior to the Pricing Change Date, a rate per annum equal to the greater of (A) the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate in effect at its principal office in Charlotte, North Carolina, and (B) the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1%, and (ii) at all times on or after the Pricing Change Date, the greater of (A) the rate determined pursuant to clause (i) above and (B) the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service such as Reuters Page LIBOR01 (or any successor page) as displaying the London interbank offered rate for deposits in dollars at approximately 11:00 A.M. (London time) such day for a term of one month (the “One-Month LIBOR Rate”) plus 1%; provided, however, if more than one rate is specified on such service, the applicable rate shall be the arithmetic mean of all such rates plus 1%. Any change in the Base Rate due to a change in Wachovia’s prime rate, the Federal Funds Effective Rate or the One-Month LIBOR Rate shall be effective at the opening of business on the effective date of such change in such prime rate or the Federal Funds Effective Rate or the One-Month LIBOR Rate, respectively.

“Base Rate Advance” shall mean an Advance that bears interest at a rate determined by reference to the Base Rate in accordance with the provisions of Article II.

“Base Rate Borrowing” shall mean a Borrowing comprised of Base Rate Advances.

“BGE” shall mean Baltimore Gas and Electric Company, a Subsidiary of Borrower.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Borrower” shall mean Constellation Energy Group, Inc., a Maryland corporation.

“Borrowing” shall mean a borrowing consisting of (i) simultaneous Advances of the same Type and having the same interest period made by each of the Lenders pursuant to Section

4

2.03 or (ii) a Swingline Advance. All Advances (other than Swingline Advances) of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“Borrowing Request” shall mean a request made pursuant to Section 2.03 in the form of Exhibit B.

“Business Day” shall mean any day (other than a day that is a Saturday, Sunday or legal holiday in the State of New York or the State of Maryland) on which banks are open for business in New York, New York and Baltimore, Maryland; provided, however, that, when used in connection with a Eurodollar Advance or LMIR Advance, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capitalization” shall mean, with respect to any Person, the sum of (i) the aggregate of the capital stock, including preferred and preference stock, (but excluding treasury stock and capital stock subscribed and unissued) and other equity accounts (including retained earnings, paid-in capital and minority interest) of such Person and its Subsidiaries as the same appears on its balance sheet prepared in accordance with GAAP as of the date of determination, but including (without duplication and except as expressly provided otherwise herein) Equity-Preferred Securities of such Person and its Subsidiaries and excluding the effect on accumulated other comprehensive income (loss) resulting from (A) Financial Accounting Statement No. 133 (Accounting for Derivative Instruments and Hedging Activities) and (B) any pension and other post-retirement benefits liability adjustments recorded in accordance with GAAP, and (ii) the amount of all Specified Indebtedness of such Person and its Subsidiaries as of the same date.

“Capitalized Lease Obligation” shall mean any obligation to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real and/or personal property, which obligation is required to be classified and accounted for as a capital lease on a balance sheet prepared in accordance with GAAP, and for purposes hereof the amount of such obligation shall be the capitalized amount determined in accordance with such principles.

“Cash Collateral Account” shall have the meaning specified in Section 6.02(b).

“Cash Equivalents” shall mean (i) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition; (ii) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (iii) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (iv) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (ii) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or

5

insured by the United States government; (v) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (vi) securities with maturity of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (ii) of this definition; and (vii) shares of money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (i) through (vi) of this definition.

“Change in Control” shall mean the occurrence of either of the following: (i) any entity, person (within the meaning of Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) either (A) acquires shares of common stock of the Borrower in a transaction or series of transactions that results in such entity, person or group becoming, directly or indirectly, the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 20% or more of the outstanding common stock of the Borrower, or (B) acquires, by proxy or otherwise, the right to vote, for the election of directors, for any merger, combination or consolidation of the Borrower, or for any other matter or question, 20% or more of the then outstanding voting securities of the Borrower (except where such acquisition is made by a person or persons appointed by at least a majority of the board of directors of the Borrower to act as proxy for any purpose); or (ii) the election or appointment, within a twelve-month period, of persons to the Borrower’s board of directors who were not directors of the Borrower at the beginning of such twelve-month period, and whose election or appointment was not approved by a majority of those persons who were directors at the beginning of such period, where such newly elected or appointed directors constitute 30% or more of the directors of the board of directors of the Borrower.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“Collateral” shall mean all collateral granted under the Security Documents.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Collateral Trigger Date” shall mean the earlier to occur of (i) the date of the EDFI Acquisition and (ii) the date on which the Termination Date (as defined in the EDFI Master Put and Purchase Agreement) shall have occurred and (A) the Reference Rating by S&P or Fitch shall be below BBB- or (B) the Reference Rating by Moody’s shall be below Baa3

“Commitment” shall mean, with respect to each Lender, the commitment of such Lender (i) to make Advances under this Agreement as set forth in Schedule I hereto, (ii) to refund or purchase participations in Swingline Advances pursuant to Section 2.03 and (iii) to purchase participations in Letters of Credit pursuant to Section 2.04, in each case, as such commitment may be permanently (A) terminated or reduced from time to time pursuant to Section 2.10(a), (b) or (c), or (B) modified from time to time pursuant to Section 8.04.

6

“Commitment Fee Rate” shall mean, at all times during which any Applicable Rating Level is in effect, the rate per annum set forth below next to such Applicable Rating Level:

Applicable Rating Level	Commitment Fee
1	0.500%
2	0.625%
3	0.750%
4	1.00%
5	1.25%

A change in the Commitment Fee Rate resulting from a change in the Applicable Rating Level shall become effective upon the date of announcement of a change in any Reference Rating that results in a change in the Applicable Rating Level.

“Commitment Percentage” shall mean, as to any Lender as of any date of determination, the percentage describing such Lender’s pro rata share of the Commitments set forth in the Register from time to time.

“Constellation Generation” shall mean Constellation Energy Nuclear Group, LLC (formerly known as Constellation Nuclear, LLC), a Maryland limited liability company.

“Convert”, “Conversion” and “Converted” each shall mean a conversion of Borrowings of one Type into Borrowings of another Type, or the selection of a new, or the renewal of the same, Interest Period for Eurodollar Borrowings pursuant to the terms of this Agreement.

“Credit Documents” shall mean this Agreement, any Note, the Security Documents, any Borrowing Request, the Fee Letters and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

“Domestic Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“EDFI” shall mean Électricité de France International, SA or any of its affiliates.

“EDFI Acquisition” shall mean the acquisition of a 49.99% ownership interest in Constellation Generation by EDFI, in accordance with the terms described in the EDFI Master Put and Purchase Agreement.

“EDFI Facility” shall mean the Senior Unsecured Note and Bridge Commitment Letter, dated December 17, 2008, by Électricité de France, SA in favor of the Borrower, as it may be amended, modified, waived or supplemented in accordance with the terms hereof (except as expressly provided otherwise herein).

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“EDFI Investment” shall mean the purchase by EDFI of $1,000,000,000 of the Borrower’s Series B Preferred Stock, in accordance with the terms described in the EDFI Stock Purchase Agreement.

“EDFI Master Put and Purchase Agreement” shall mean the Master Put Option and Membership Interest Purchase Agreement, dated as of December 17, 2008, by and among the Borrower, EDF Development Inc., EDFI and Constellation Generation, as it may be amended, modified, waived or supplemented in accordance with the terms hereof (except as expressly provided otherwise herein).

“EDFI Put Options” shall mean the put options pursuant to which the Borrower or its Subsidiaries could sell to EDFI assets having an aggregate value of up to $2,000,000,000, in accordance with the terms described in EDFI Master Put and Purchase Agreement.

“EDFI Stock Purchase Agreement” shall mean the Stock Purchase Agreement, dated as of December 17, 2008, by and among the Borrower, EDF Development Inc. and EDFI, as it may be amended, modified, waived or supplemented in accordance with the terms hereof (except as expressly provided otherwise herein).

“EDFI Transaction Documents” shall mean the documents to be entered into in relation to the EDFI Transactions listed in Schedule II hereto, as each may be amended, modified, waived or supplemented in accordance with the terms hereof (except as expressly provided otherwise herein).

“EDFI Transactions” shall mean the EDFI Acquisition, the EDFI Investment and the transactions contemplated by the EDFI Put Options and the EDFI Facility.

“Effective Date” shall have the meaning assigned to such term in Section 3.01.

“Eligible Assignee” shall mean any of the following entities: (i) a financial institution organized under the laws of the United States, or any State thereof, and having total assets in excess of $1,000,000,000; and (ii) a financial institution organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such financial institution is acting through a branch or agency located in the United States.

“Equity-Preferred Securities” of any Person shall mean (i) debt or preferred securities that are mandatorily convertible or mandatorily exchangeable into common shares of such Person and (ii) any other securities, however denominated, including but not limited to trust originated preferred securities, (A) issued by such Person or any Subsidiary of such Person, (B) that are not subject to mandatory redemption or the underlying securities, if any, of which are not subject to mandatory redemption, (C) that are perpetual or mature no less than 30 years from the date of issuance, (D) the indebtedness issued in connection with which, including any guaranty, is subordinate in right of payment to the unsecured and unsubordinated indebtedness of the issuer of such indebtedness or guaranty, and (E) the terms of which permit the deferral of the payment of interest or distributions thereon.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time (or any successor statute) and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” shall mean, with respect to any Person, any trade or business (whether or not incorporated) which together with such Person is a single employer within the meaning of Section 4001(b)(1) of ERISA or Section 414 of the Code.

“ERISA Event” shall mean (i) (A) the occurrence of a Reportable Event or (B) the satisfaction of the requirements of paragraph (1) of Section 4043(b) of ERISA with respect to the Borrower or an ERISA Affiliate of the Borrower that is a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Title IV Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA of which the Borrower has actual knowledge will occur with respect to such Title IV Plan within the following thirty (30) days; (ii) the filing of an application for a minimum funding waiver with respect to a Title IV Plan; (iii) the provision by the administrator of any Title IV Plan of a notice of intent to terminate such Title IV Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iv) the cessation of operations at a facility of the Borrower or any ERISA Affiliate of the Borrower in the circumstances described in Section 4062(e) of ERISA; (v) the withdrawal by the Borrower or any ERISA Affiliate of the Borrower from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (vi) the withdrawal by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan that results in a liability to the Borrower or any ERISA Affiliate of the Borrower of at least $25,000,000; (vii) the fulfillment of the conditions for the imposition of a lien under Section 302(f) or 303(k) of ERISA or Section 430(k) of the Code with respect to any Title IV Plan; (viii) the adoption of an amendment to a Title IV Plan requiring the provision of security to such Title IV Plan pursuant to Section 307 of ERISA, the provision of security pursuant to Section 206(g)(5)(a) of ERISA or Section 436(f)(1) of the Code, or the violation of Section 206(g) of ERISA or Section 436 of the Code with respect to a Single Employer Plan, or Section 305 of ERISA or Section 432 of the Code with respect to a Multiemployer Plan; (ix) the institution by the PBGC of proceedings to terminate a Title IV Plan or the appointment of a trustee to administer a Title IV Plan pursuant to Section 4042 of ERISA, or any other event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan; or (x) the reorganization (as described in Section 4241 of ERISA), the insolvency (as described in Section 4245 of ERISA) or the termination of a Multiemployer Plan that results in a liability to the Borrower or any ERISA Affiliate of the Borrower of at least $25,000,000.

“Eurocurrency Liabilities” shall have the meaning specified in Regulation D of the Board, as in effect from time to time.

“Eurodollar Advance” shall mean an Advance that bears interest at the Eurodollar Rate in accordance with the provisions of Article II.

“Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Advances.

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“Eurodollar Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto (or, if no such office is specified, its Domestic Lending Office) or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“Eurodollar Rate” shall mean, for each Interest Period for each Eurodollar Advance made as part of the same Borrowing, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service such as Reuters Page LIBOR01 (or any successor page) as displaying the London interbank offered rate for deposits in dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on such service, the applicable rate shall be the arithmetic mean of all such rates. If, for any reason, such rate is not available, the term “Eurodollar Rate” shall mean, with respect to any Eurodollar Advance for the Interest Period applicable thereto, the average of the rates of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) that are offered by the Reference Banks deposits in dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

“Eurodollar Reserve Percentage” of any Lender for each Interest Period for each Eurodollar Advance shall mean the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under Regulation D or other regulations issued from time to time by the Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement, without benefit of or credit for proration, exemptions or offsets) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

“Event of Default” shall have the meaning assigned to such term in Section 6.01.

“Existing Credit Agreement” shall have the meaning assigned to such term in the Preliminary Statement hereto.

“Existing Letter of Credit” shall have the meaning specified in Section 2.04(a).

“Extension of Credit” shall mean (i) the making of an Advance or (ii) (A) the issuance of a Letter of Credit or (B) the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder.

“Facility Fee Rate” shall mean, at all times during which any Applicable Rating Level is in effect, the rate per annum set forth below next to such Applicable Rating Level:

Applicable Rating Level	Facility Fee
1	0.06%
2	0.07%
3	0.09%
4	0.11%
5	0.15%

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A change in the Facility Fee Rate resulting from a change in the Applicable Rating Level shall become effective upon the date of announcement of a change in any Reference Rating that results in a change in the Applicable Rating Level.

“Federal Funds Effective Rate” shall mean, for any day, the rate per annum (rounded upwards to the next 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or, if such rate is not so released for any day which is a Business Day, the arithmetic average (rounded upwards to the next 1/100th of 1%), as determined by the Administrative Agent, of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letters” shall mean, collectively, (i) the Fee Letter, dated June 29, 2007, among the Borrower, Wachovia and Wachovia Capital Markets, LLC, (ii) the Fee Letter, dated June 29, 2007, between the Borrower, Banc of America Securities LLC and Bank of America, N.A., (iii) the Fee Letter, dated June 29, 2007, between the Borrower and Citigroup Global Markets Inc. (iv) the Fee Letter, dated December 17, 2008, among the Borrower, J.P. Morgan Securities, Inc., Banc of America Securities LLC and Wachovia Bank and (v) any fee letter entered into by the Borrower and the Collateral Agent.

“Fitch” shall mean Fitch Ratings, Inc. or any successor thereto.

“Form 10-K” shall have the meaning given such term in Section 4.01(m).

“Fund” shall mean any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” shall mean generally accepted accounting principles, applied on a consistent basis, except as specified in any financial statements delivered pursuant to Section 5.03.

“Guarantee Obligation” shall mean, as to any Person (the “guaranteeing person”), any obligation of (i) the guaranteeing person or (ii) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (A) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (B) to advance or supply funds (1)

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for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (D) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (y) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Hazardous Substance” shall mean any waste, substance, or material identified as hazardous, dangerous or toxic by any office, agency, department, commission, board, bureau, or instrumentality of the United States or of the State or locality in which the same is located having or exercising jurisdiction over such waste, substance or material.

“Hostile Acquisition” shall mean any Target Acquisition involving a tender offer or proxy contest that has not been recommended or approved by the board of directors (or similar governing body) of the person that is the subject of such Target Acquisition. As used herein, “Target Acquisition” shall mean any transaction, or any series of related transactions, by which the Borrower and/or any of its Subsidiaries directly or indirectly (i) acquires any ongoing business or all or substantially all of the assets of any Person or division thereof, whether through purchase of assets, merger or otherwise, (ii) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the securities of a Person that has ordinary voting power for the election of directors or (iii) otherwise acquires control of a more that 50% ownership interest in any such Person.

“Indebtedness” shall mean, with respect to any Person at any date, without duplication, (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person, issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business) which purchase price is due more than one year from the date of incurrence of the obligation in respect thereof or is evidenced by a note or other instrument; (iii) all reimbursement obligations of such Person with respect to surety bonds, letters of credit (to the extent not collateralized with cash or Cash Equivalents), banker’s acceptances and similar instruments (in each case, whether or not matured); (iv) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments including obligations so evidenced incurred in connection with the acquisition of property, assets or business; (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (vi) all Capitalized Lease

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Obligations, leverage leases, sale and leasebacks and other similar lease arrangements of such Person in amounts that exceed $25,000,000 in the aggregate; (vii) all Off-Balance Sheet Liabilities; (viii) withdrawal liability incurred under ERISA to any Multiemployer Plan by such Person or any ERISA Affiliate of such Person; and (ix) all indebtedness of others of the type referred to in (i) through (viii) as to which such Person has a Guarantee Obligation.

“Interest Payment Date” shall mean, with respect to any Advance, the last day of the Interest Period applicable thereto and, in the case of a Eurodollar Advance with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date for such Advance had successive Interest Periods of three months’ duration been applicable to any Advance and, in addition, the date of any prepayment of each Advance or Conversion of any Advance to an Advance of a different Type or having a new Interest Period.

“Interest Period” shall mean (i) as to any Eurodollar Advance, the period commencing on the date of such Advance or the date of the Conversion of any Advance into a Eurodollar Advance and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter, or such other period as the Borrower and all the Lenders may agree in any specific instance, (ii) as to any LMIR Advance, the period commencing on the date of such Advance and ending on the earliest of (A) the Termination Date and (B) the date such Advance is repaid or prepaid and (iii) as to any Base Rate Advance, the period commencing on the date of such Advance or the Conversion of any Advance into a Base Rate Advance and ending on the earliest of (A) the Termination Date and (B) the date such Advance is repaid, prepaid or Converted; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of Eurodollar Advances only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day.

“LC Bank” shall mean, as to any Letter of Credit, Wachovia or any other Lender that agrees to issue a Letter of Credit pursuant to Section 2.04.

“LC Committed Amount” shall mean the amount of the aggregate Commitments, as the same may be reduced or increased from time to time pursuant to Section 2.10.

“LC Outstandings” shall mean, on any date of determination, the sum of (i) the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus (ii) the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by the Lenders under such Letters of Credit.

“Lender” shall have the meaning given such term in the preamble hereto.

“Letter of Credit” shall mean (i) an Existing Letter of Credit or (ii) a standby letter of credit issued by an LC Bank pursuant to Section 2.04, in each case, as such letter of credit may from time to time be amended, modified or extended in accordance with the terms of this Agreement.

“Letter of Credit Fee” shall have the meaning assigned to that term in Section 2.05(c).

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“LIBOR Market Index Rate” shall mean, for any day, with respect to any LMIR Advance (a) the rate per annum appearing on Page 3750 of the Bridge Telerate Service (formerly Dow Jones Market Service) (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Swingline Lender from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time for such day, provided, if such day is not a Business Day, the immediately preceding Business Day, as the rate for dollar deposits with a one-month maturity; (b) if for any reason the rate specified in clause (a) of this definition does not so appear on Page 3750 of the Bridge Telerate Service (or any successor or substitute page or any such successor to or substitute for such Service), the rate per annum appearing on Reuters Page LIBOR01 (or any successor or substitute page) as the London interbank offered rate for deposits in dollars at approximately 11:00 a.m., London time, for such day, provided, if such day is not a Business Day, the immediately preceding Business Day, for a one-month maturity; and (c) if the rate specified in clause (a) of this definition does not so appear on Page 3750 of the Bridge Telerate Service (or any successor or substitute page or any such successor to or substitute for such Service) and if no rate specified in clause (b) of this definition so appears on Reuters Page LIBOR01 (or any successor or substitute page), the average of the interest rates per annum at which dollar deposits of $5,000,000 and for a one-month maturity are offered by the respective principal London offices of the Reference Banks in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, for such day.

“LIBOR Market Rate Spread” shall mean, for any Interest Period for any Eurodollar Borrowing, 100% of the Borrower’s five-year credit default swap spread (as obtained by the Administrative Agent from the Markit Group Limited website) on the date two Business Days prior to the first day of such Interest Period. The Administrative Agent will determine the LIBOR Market Rate Spread no later than 11:00 A.M. on the date two Business Days prior to the first day of the Interest Period for any Eurodollar Borrowing; provided, however, that in the event that the LIBOR Market Rate Spread for such Eurodollar Borrowing is not available from Markit Group Limited two Business Days prior to the first day of the Interest Period for such Eurodollar Borrowing, the Borrower and Wachovia (or any of its Affiliates) shall negotiate in good faith (for a period of up to 30 days after the credit default swap spread becomes unavailable (such 30-day period, the “Negotiation Period”)) to agree on an alternative method for establishing the LIBOR Market Rate Spread. The LIBOR Market Rate Spread at any date of determination thereof that falls during the Negotiation Period shall be based upon the then most recently available quote of the credit default swap spread determined pursuant to the first sentence of this definition. If no such alternative method is agreed upon during the Negotiation Period, the LIBOR Market Rate Spread as at any date of determination after the end of the Negotiation Period shall be a rate per annum equal to the greater of (i) 100% of the maximum Applicable Margin for Eurodollar Advances and (ii) the average of the Borrower’s five-year credit default swap spreads (as obtained by the Administrative Agent from the Markit Group Limited website) during the 30 day period ending on the date on which such swap spread was most recently available from Markit Group Limited.

“Lien” shall have the meaning specified in Section 5.02(a).

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“LMIR Advance” shall mean a Swingline Advance that bears interest at the LIBOR Market Index Rate in accordance with the provisions of Article II.

“Loan Parties” shall mean the Borrower and each grantor of Collateral under a Security Document.

“Majority Lenders” shall mean Lenders having Commitments representing in excess of 50% of the aggregate Commitments or, if the Commitments have been terminated, Lenders holding Outstanding Credits representing in excess of 50% of the Outstanding Credits.

“Margin Regulations” shall mean Regulations T, U and X of the Board as from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Margin Stock” shall have the meaning given such term under Regulation U of the Board.

“Material Adverse Change” shall mean any event, development or circumstance that has had a material adverse effect on (i) the transactions contemplated by this Agreement, (ii) the financial condition or financial results of operations of the Borrower and its Subsidiaries taken as a whole on a consolidated basis or (iii) the validity or enforceability of any of the Credit Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder.

“Material Grantor” shall be a collective reference to Loan Parties other than the Borrower (x) the assets of which (individually or in the aggregate) are equal to or greater than 5% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries, taken as a whole, and (y) the net income (determined in accordance with GAAP) of which is equal to or greater than 5% of the net income of the Borrower and its Subsidiaries, taken as a whole (initially determined as of the date hereof by reference to the audited financial statements of the Borrower and its Subsidiaries delivered to the Administrative Agent pursuant to Section 4.01(m) and thereafter determined as of the date annual audited financial statements of the Borrower and its consolidated Subsidiaries are required to be delivered to the Administrative Agent pursuant to Section 5.03(c)).

“Material Subsidiary” shall mean (i) Constellation Commodities Group and Constellation Generation and (ii) any Subsidiary of the Borrower (x) the assets of which are equal to or greater than 30% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries, taken as a whole, and (y) the net income (determined in accordance with GAAP) of which is equal to or greater than 25% of the net income of the Borrower and its Subsidiaries, taken as a whole (initially determined as of the date hereof by reference to the audited financial statements of the Borrower and its Subsidiaries delivered to the Administrative Agent pursuant to Section 4.01(m) and thereafter determined as of the date annual audited financial statements of the Borrower and its consolidated Subsidiaries are required to be delivered to the Administrative Agent pursuant to Section 5.03(c)).

“MEHC Agreement” shall mean the Agreement and Plan of Merger, dated as of September 19, 2008, among the Borrower, MEHC Merger Sub, Inc. and MidAmerican Energy Holdings Company.

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“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” shall mean a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate of the Borrower (i) is making or accruing an obligation to make contributions, or (ii) within any of the preceding six plan years, made or accrued an obligation to make contributions.

“Multiple Employer Plan” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of the Borrower or any ERISA Affiliate of the Borrower and for the employees of one or more other Persons or (ii) was so maintained and in respect of which the Borrower or any ERISA Affiliate of the Borrower would have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Non-U.S. Payee” shall have the meaning specified in Section 2.17(f).

“Note” shall mean a promissory note of the Borrower issued pursuant to Section 2.06(e) at the request of a Lender, evidencing the Advances and in form satisfactory to the Administrative Agent, as such promissory note may be amended, modified, supplemented or replaced from time to time.

“Notice of Conversion” shall have the meaning assigned to that term in Section 2.03(b).

“Obligations” shall mean, without duplication, all Outstanding Credits and all other obligations of the Borrower to the Lenders and the Administrative Agent, whenever arising, under the Credit Documents.

“Off-Balance Sheet Liability” of a Person shall mean any of the following obligations not appearing on such Person’s balance sheet (i) all lease obligations, leveraged leases, sale and leasebacks and other similar lease arrangements of such Person, (ii) any liability under any so called “synthetic lease” transaction entered into by such Person, and (iii) any obligation arising with respect to any other transaction if and to the extent that such obligation is the functional equivalent of borrowing but that does not constitute a liability on the balance sheet of such Person.

“Outstanding Credits” shall mean, on any date of determination, an amount equal to (i) the aggregate principal amount of all Advances outstanding on such date plus (ii) the LC Outstandings on such date.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Securitization” shall mean (i) the transfer of the rights of BGE under a qualified rate order to an Affiliate, (ii) the issuance of rate stabilization bonds by an Affiliate of the BGE and (iii) the creation of Liens on rate stabilization property to secure the payment of the rate stabilization bonds by an Affiliate of BGE, as contemplated by Sections 7-520 et. seq. of the Public Utility Companies Article of the Annotated Code of Maryland or any successor provision of Maryland law.

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“Person” shall mean any natural person, corporation, limited liability company, business trust, joint venture, joint stock company, trust, association, company, partnership or government, or any agency or political subdivision thereof.

“Plan” shall mean any material “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by the Borrower or any ERISA Affiliate of the Borrower.

“Pricing Change Date” means the earlier to occur of the Termination Date (as defined in the EDFI Master Put and Purchase Agreement) and the date of the EDFI Acquisition.

“RBS Credit Agreement” shall mean the Credit Agreement, dated as of November 13, 2008, among the Borrower, the lenders named therein and the Royal Bank of Scotland plc as administrative agent (as amended, restated, modified and supplemented from time to time).

“Reference Banks” shall mean Wachovia and such other Lenders as are designated by the Borrower.

“Reference Rating” by S&P, Fitch or Moody’s shall mean, on any date of determination, the most recently announced long-term, senior unsecured non-credit enhanced debt rating of the Borrower issued by S&P, Fitch or Moody’s, respectively.

“Register” shall have the meaning assigned to such term in Section 8.04(d).

“Reportable Event” shall mean any event described in Section 4043(c) of ERISA, other than an event (excluding an event described in Section 4043(c)(1) relating to tax disqualification) with respect to which the thirty (30) day notice requirement of such section has been waived.

“Request for Issuance” shall mean a request made pursuant to Section 2.04(a) in the form of Exhibit C.

“S&P” shall mean Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc. or any successor thereto.

“Secured Parties” shall have the meaning assigned to such term in Section 7.01(b).

“Security Documents” shall mean each security agreement, mortgage and other document and instrument entered into to create and perfect Collateral Agent’s first priority Liens granted pursuant to Section 5.01(i).

“Single Employer Plan” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of the Borrower or any ERISA Affiliate of the Borrower and for no employees of any Person other than the Borrower or such ERISA Affiliate or (ii) was so maintained and in respect of which the Borrower or any ERISA Affiliate of the Borrower would have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Solvent” shall mean, with respect to any Person as of a particular date, that on such date (i) such Person is able to pay its debts and contingent obligations as they mature in the normal

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course of business, (ii) Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course and (iii) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Indebtedness” of any Person shall mean all Indebtedness of such Person and its Subsidiaries, excluding, however, (i) Indebtedness incurred in connection with any Permitted Securitization, (ii) Equity-Preferred Securities of such Person and its Subsidiaries not to exceed 20% of Capitalization of such Person (calculated for purposes of this definition without regard to any Equity-Preferred Securities of such Person and its Subsidiaries) and (iii) commercial paper issued by such Person or such Subsidiary and outstanding on any date of determination in an aggregate face amount not exceeding the lesser of $1,000,000,000 and the sum of (x) cash and (y) the value of Cash Equivalents, in each case, owned free and clear of any Lien by such Person or Subsidiary on such date.

“Subsidiary” shall mean, with respect to any Person, any corporation or other entity of which more than 50% of (i) the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) or (ii) other equity interest comparable to that described in the preceding clause (i) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries, or by one or more other Subsidiaries.

“Swingline Advance” shall mean any swingline loan made by the Swingline Lender to the Borrower pursuant to Section 2.03, and all such swingline loans collectively as the context requires.

“Swingline Commitment” shall mean the lesser of (i) an aggregate principal amount of $200,000,000 and (ii) the aggregate principal amount of the Unused Commitments.

“Swingline Lender” shall mean Wachovia, in its capacity as Swingline Lender.

“Swingline Termination Date” shall mean the earlier to occur of (i) the resignation of Wachovia as Administrative Agent in accordance with Section 7.04 (if no successor shall have been appointed) and (ii) the Termination Date.

“Termination Date” shall mean the earlier to occur of (i) July 31, 2012, and (ii) the date of termination or reduction in whole of the Commitments in accordance with this Agreement.

“Title IV Plan” shall mean a Single Employer Plan, Multiemployer Plan or Multiple Employer Plan.

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“Type”, when used in respect of any Advance or Borrowing, shall refer to the Rate by reference to which interest on such Advance or on the Advances comprising such Borrowing is determined. For purposes hereof, “Rate” shall mean the Eurodollar Rate or the Base Rate.

“Unmatured Default” shall mean the occurrence and continuance of an event that, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“Unreimbursed LC Disbursement” shall mean the unpaid obligation (or, if the context so requires, the amount of such obligation) of the Borrower to reimburse the LC Bank for a payment made by the LC Bank under a Letter of Credit, but shall not include any portion of such obligation that has been repaid with the proceeds of Advances hereunder.

“Unused Commitment” shall mean, for any period from the date hereof to the Termination Date, the amount by which (i) the sum of the aggregate Commitments exceeds (ii) the daily average sum for such period of the aggregate principal amount of Outstanding Credits.

“Wachovia” shall have the meaning given such term in the preamble hereto.

“Withdrawal Liability” shall have the meaning specified in Part 1 of Subtitle E of Title IV of ERISA.

Section 1.02. Terms Generally.

The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article V or any related definition to eliminate the effect of any change in GAAP occurring after the date hereof on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Majority Lenders wish to amend Article V or any related definition for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Majority Lenders.

Section 1.03. Time.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight Time, as the case may be, unless specified otherwise.

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ARTICLE II

THE CREDITS

Section 2.01. Extensions of Credit.

(a) Subject to the terms and conditions herein set forth, each Lender agrees, severally and not jointly, to make Advances, at any time and from time to time until the Termination Date, to the Borrower in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment minus an amount equal to such Lender’s Commitment Percentage multiplied by the Outstanding Credits at such time.

(b) At no time shall the Outstanding Credits exceed the aggregate Commitments. The Borrower agrees to prepay Advances (subject to payment of the breakage fee required pursuant to Section 8.05(b)(ii)), satisfy reimbursement obligations and/or deposit funds in the Cash Collateral Account in respect of undrawn Letters of Credit to the extent required to ensure compliance with this provision at all times.

(c) No more than ten Eurodollar Borrowings shall be outstanding at any one time.

(d) Within the foregoing limits, the Borrower may borrow, pay or prepay, subject to the limitations set forth in Sections 2.11(a), and reborrow Advances hereunder, on and after the date hereof and prior to the Termination Date, subject to the terms, conditions and limitations set forth herein.

Section 2.02. Advances.

(a) Each Advance (other than Swingline Advances which shall be made by the Swingline Lender in accordance with Section 2.03) shall be made as part of a Borrowing consisting of Advances made by the Lenders ratably in accordance with their respective Commitments; provided, however, that the failure of any Lender to make any Advance shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Advance required to be made by such other Lender). The Advances (other than Swingline Advances) comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or an aggregate principal amount equal to the remaining balance of the available Commitments).

(b) Each Borrowing (other than with respect to Swingline Advances) shall be comprised entirely of Eurodollar Advances or Base Rate Advances, as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. Subject to Section 2.01(c), Borrowings of more than one Type may be outstanding at the same time.

(c) Each Lender shall make each Advance to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 12:00 noon, and the Administrative Agent shall,

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by 2:00 P.M., credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Borrower to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this subsection (c) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate; provided, however, that should both the Borrower and such Lender repay the Administrative Agent in accordance with this sentence, the Administrative Agent will forthwith return the amount in excess of the portion due to it under this sentence to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

Section 2.03. Borrowing and Conversion Procedures; Swingline Advances.

(a) In order to request a Borrowing, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 10:00 A.M. three Business Days before such Borrowing, and (b) in the case of a Base Rate Borrowing or a Swingline Advance, not later than 10:00 A.M. on the Business Day of such Borrowing. Such notice shall be irrevocable and shall in each case specify (i) whether the Borrowing then being requested is to comprise Eurodollar Advances or Base Rate Advances or will consist of a Swingline Advance; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto, which shall not end after the Termination Date. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Swingline Advance shall be made and maintained as an LMIR Advance at all times.

(b) The Borrower may on any Business Day, by delivering a notice of conversion (a “Notice of Conversion”) to the Administrative Agent not later than 10:00 A.M. on the third Business Day prior to the date of the proposed Conversion, and subject to the provisions of Sections 2.09 and 2.13, Convert any Borrowing of one Type or for one Interest Period into a Borrowing of another Type or for another Interest Period (other than Swingline Advances); provided, however, that any Conversion of any Eurodollar Borrowing shall be made on, and only

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on, the last day of an Interest Period. Each such Notice of Conversion shall be in substantially the form of Exhibit D hereto and shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Borrowings to be Converted, (iii) if such Conversion will result in a Eurodollar Borrowing, the duration of the Interest Period for such Eurodollar Borrowing, and (iv) the aggregate amount of Borrowings proposed to be Converted. If the Borrower shall not have provided a Notice of Conversion with respect to any Eurodollar Borrowing on or prior to 10:00 A.M. on the third Business Day prior to the last day of the Interest Period applicable thereto, in the case of a Conversion to or in respect of Eurodollar Advances, or if an Event of Default shall have occurred and be continuing on the third Business Day prior to the last day of the Interest Period with respect to any Eurodollar Borrowing, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Borrowing will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Borrowing.

(c) Notwithstanding any other provision of this Agreement to the contrary, no Borrowing shall be requested or Converted if the Interest Period with respect thereto would end after the Termination Date. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender’s portion of the requested Borrowing or Conversion.

(d) Subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make Swingline Advances to the Borrower from time to time from on or after the date hereof through, but not including, the Termination Date; provided, that the aggregate principal amount of all outstanding Swingline Advances (after giving effect to any amount requested), shall not exceed the Swingline Commitment; and provided further, that the Borrower shall not use the proceeds of any Swingline Advance to refinance any outstanding Swingline Advance. Each Swingline Advance shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that any such Swingline Advance may be in the aggregate amount of the unused Swingline Commitment). Within the foregoing limits, the Borrower may borrow, repay and reborrow Swingline Advances, in each case under this Section 2.03.

(e) Swingline Advances shall be refunded by the Lenders on demand by the Swingline Lender. Such refundings shall be made by the Lenders in accordance with their respective Commitment Percentages and shall thereafter be reflected as Advances of the Lenders on the books and records of the Administrative Agent. Each Lender shall fund its Commitment Percentage of Advances required to repay Swingline Advances outstanding upon demand by the Swingline Lender but in no event later than 1:00 P.M. (Charlotte, North Carolina time) on the next succeeding Business Day after such demand is made. No Lender’s obligation to fund its Commitment Percentage of a Swingline Advance shall be affected by any other Lender’s failure to fund its Commitment Percentage of a Swingline Advance, nor shall any Lender’s Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Commitment Percentage of a Swingline Advance.

(f) The Borrower shall pay to the Swingline Lender (i) the earlier of 14 days after the date a Swingline Advance is made and (ii) on demand, the outstanding principal amount of all Swingline Advances to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Advances requested or required to be refunded. In addition, the Borrower hereby authorizes the Administrative Agent to charge any account maintained by the

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Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the outstanding principal amount of such Swingline Advances to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding principal amount of the Swingline Advances requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Commitment Percentages (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Advance extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 5.03 and which such Event of Default has not been waived in accordance with Section 8.08).

(g) Each Lender acknowledges and agrees that its obligation to refund Swingline Advances (other than Swingline Advances extended after the occurrence and during the continuation of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 5.03 and which such Event of Default has not been waived in accordance with Section 8.08) in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article III. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Advance pursuant to this Section, any event described in Section 6.01(e) or (f) shall have occurred, each Lender will, on the date the applicable Advance would have been made, purchase an undivided participating interest in such Swingline Advance to be refunded in an amount equal to its Commitment Percentage of the aggregate amount of such Swingline Advance. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation, and upon receipt of such amount the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Advance, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded).

Section 2.04. Letters of Credit.

(a) On the Effective Date, each letter of credit outstanding under the Existing Credit Agreement immediately prior to the Effective Date (each, an “Existing Letter of Credit”) shall be deemed to be a Letter of Credit issued hereunder. Upon the written request of the Borrower and subject to the terms and conditions hereof, an LC Bank, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall issue one or more additional Letters of Credit hereunder for the account of the Borrower or one of its Subsidiaries; provided that the Borrower shall be the account party for the purposes of this Agreement and shall have the reimbursement obligations with respect thereto. Each Letter of Credit shall be issued in a form acceptable to the issuing LC Bank. Each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days’ (or such shorter period as may be agreed to by the Borrower and the applicable LC Bank) prior

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notice thereof by delivery of a Request for Issuance of a Letter of Credit to such LC Bank (which shall promptly forward copies thereof to the Administrative Agent for distribution to the Lenders). Each such request for issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which shall be no later than the fifth Business Day preceding the Termination Date), (ii) the proposed stated amount of such Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit and (iv) a statement of drawing conditions applicable to such Letter of Credit, and if such request for issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. Each request for issuance of a Letter of Credit shall be irrevocable unless modified or rescinded by the Borrower not less than one Business Day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such request for issuance of a Letter of Credit, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Borrower and to the Administrative Agent. The Administrative Agent shall furnish (i) to each Lender, a copy of such notice and (ii) to each Lender that may so request, a copy of such Letter of Credit. The LC Bank shall provide to the Administrative Agent, on a monthly basis, a list of the amounts and expiration dates of all undrawn Letters of Credit, a copy of which list the Administrative Agent shall furnish to each Lender that may so request.

(b) No Letter of Credit shall be requested or issued hereunder if, after the issuance thereof, (i) the LC Outstandings would exceed the LC Committed Amount or (ii) the Outstanding Credits would exceed the aggregate Commitments. No LC Bank shall be under any obligation to issue any Letter of Credit if (A) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such LC Bank from issuing such Letter of Credit, (B) any law applicable to such LC Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such LC Bank shall prohibit, or request that such LC Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such LC Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such LC Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such LC Bank any unreimbursed loss, cost or expense that was not applicable on the date hereof and that such LC Bank in good faith deems material to it or (C) the issuance of such Letter of Credit would violate one or more policies of such LC Bank.

(c) The Borrower hereby agrees to pay to the Administrative Agent for the account of the applicable LC Bank, on demand made by such LC Bank or the Administrative Agent, on and after each date on which such LC Bank shall pay any amount under any Letter of Credit issued by it, a sum equal to the amount so paid plus interest on such amount from the date so paid by such LC Bank until repayment to such LC Bank in full at a fluctuating interest rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate Advances plus, if any amount paid by such LC Bank under a Letter of Credit is not reimbursed by the Borrower within four Business Days (whether with the proceeds of Advances or otherwise), 2%.

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(d) No Letter of Credit shall be amended or modified after issuance without the prior written consent of the Borrower, which consent may be sent by telecopy.

(e) Upon the issuance of any Letter of Credit by an LC Bank, such LC Bank hereby sells and transfers to each Lender, and each Lender hereby acquires from such LC Bank, an undivided interest and participation to the extent of such Lender’s Commitment Percentage in and to such Letter of Credit, including the obligations of such LC Bank under and in respect thereof and the Borrower’s reimbursement and other obligations in respect thereof, whether now existing or hereafter arising.

(f) Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the applicable LC Bank in such Letter of Credit and the rights and obligations arising thereunder, in each case in an amount equal to its Commitment Percentage of the obligations under such Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the applicable LC Bank therefor and discharge when due, its Commitment Percentage of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, if an LC Bank shall not have been reimbursed in full for any payment made by such LC Bank under any Letter of Credit on the date of such payment, such LC Bank shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Lender of such non-reimbursement and the amount thereof. Upon receipt of such notice from the Administrative Agent, each Lender shall pay to the Administrative Agent for the account of such LC Bank an amount equal to such Lender’s Commitment Percentage of such Unreimbursed LC Disbursement, plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such LC Bank to the date of payment to such LC Bank by such Lender. All such payments by each Lender shall be made in United States dollars and in same day funds not later than 3:00 P.M. on the later to occur of (A) the Business Day immediately following the date of such payment by such LC Bank and (B) the Business Day on which such Lender shall have received notice of such non-reimbursement; provided, however, that if such notice is received by such Lender later than 11:00 A.M. on such Business Day, such payment shall be payable on the next Business Day. Each Lender agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If a Lender shall have paid to such LC Bank its ratable portion of any Unreimbursed LC Disbursement, together with all interest thereon required by the second sentence of this subsection (f), such Lender shall be entitled to receive its ratable share of all interest paid by the Borrower in respect of such Unreimbursed LC Disbursement. If such Lender shall have made such payment to such LC Bank, but without all such interest thereon required by the second sentence of this subsection (f), such Lender shall be entitled to receive its ratable share of the interest paid by the Borrower in respect of such Unreimbursed LC Disbursement only from the date it shall have paid all interest required by the second sentence of this subsection (f).

(g) The failure of any Lender to make any payment to an LC Bank in accordance with subsection (f) above shall not relieve any other Lender of its obligation to make payment, but neither such LC Bank nor any Lender shall be responsible for the failure of any other Lender to make such payment. If any Lender shall fail to make any payment to an LC Bank in accordance with subsection (f) above, then such Lender shall pay to such LC Bank forthwith on

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demand such corresponding amount together with interest thereon, for each day until the date such amount is repaid to such LC Bank at the Federal Funds Effective Rate. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any non-performing Lender.

(h) If any Lender shall fail to make any payment to an LC Bank in accordance with subsection (f) above, then, in addition to other rights and remedies that such LC Bank may have, the Administrative Agent is hereby authorized, at the request of such LC Bank, to withhold and to apply to the payment of such amounts owing by such Lender to such LC Bank and any related interest, that portion of any payment received by the Administrative Agent that would otherwise be payable to such Lender. In furtherance of the foregoing, if any Lender shall fail to make any payment to an LC Bank in accordance with subsection (f) above, and such failure shall continue for five Business Days following written notice of such failure from such LC Bank to such Lender, such LC Bank may acquire, or transfer to a third party acceptable to the Borrower, such acceptance, not to be unreasonably withheld, in exchange for the sum or sums due from such Lender, such Lender’s interest in the related Unreimbursed LC Disbursement and all other rights of such Lender hereunder in respect thereof, without, however, relieving such Lender from any liability for damages, costs and expenses suffered by such LC Bank as a result of such failure, and prior to such transfer, such LC Bank shall be deemed, for purposes of Section 2.15 and Article VI hereof, to be a Lender hereunder owed an Advance in an amount equal to the outstanding principal amount due and payable by such Lender to the Administrative Agent for the account of such LC Bank pursuant to subsection (f) above. The purchaser of any such interest shall be deemed to have acquired an interest senior to the interest of such Lender and shall be entitled to receive all subsequent payments that such LC Bank or the Administrative Agent would otherwise have made hereunder to such Lender in respect of such interest.

(i) The payment obligations of the Borrower under Section 2.04(c) in respect of any payment under any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i) any lack of validity or enforceability of this Agreement or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii) any amendment or waiver of, or any consent to departure from, the terms of this Agreement or such Letter of Credit;

(iii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Person for which any such beneficiary or any such transferee may be acting), or any other Person, whether in connection with this Agreement, the transactions contemplated thereby or by such Letter of Credit, or any unrelated transaction;

(iv) any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

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(v) payment in good faith by an LC Bank under a Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit;

(vi) any failure to issue a Letter of Credit (or any amendment thereto) in accordance with the specifications set forth by the Borrower pursuant to Section 2.04(a), provided that the Borrower may cause such a Letter of Credit (or such amendment) to be replaced or rescinded if (A) it provides written notice to the applicable LC Bank (which shall promptly forward copies to the Administrative Agent for distribution to the Lenders) of any discrepancy from such specifications within three Business Days after the Borrower shall have received a copy of such Letter of Credit (or such amendment), (B) such discrepancy is material and consequential, and (C) the beneficiary of such Letter of Credit consents in writing to such replacement or revocation;

(vii) any claim or potential claim for breach of warranty by the applicable LC Bank, the Lenders or the Borrower against the beneficiary of a Letter of Credit;

(viii) any action or inaction taken or not taken by an LC Bank or any of its correspondents in connection with any Letter of Credit or any sight draft, certificate or other document presented pursuant thereto, if taken or not taken, as the case may be, in good faith and in conformity with applicable law.

(j) Without limiting any other provision of this Section 2.04, for purposes of this Section 2.04 each LC Bank and any of its respective correspondents:

(i) may rely upon any oral, telephonic, telegraphic, facsimile, electronic, written or other communication believed in good faith to have been authorized by the Borrower, whether or not given or signed by an authorized person of the Borrower;

(ii) shall not be responsible for errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document in connection with a Letter of Credit, whether transmitted by courier or facsimile, or for errors in interpretation of technical terms or in translation (and such LC Bank and its correspondents may transmit Letter of Credit terms without translating them), other than those errors resulting from gross negligence or willful misconduct of such LC Bank or such correspondent, as the case may be;

(iii) shall not be responsible, absent the gross negligence or willful misconduct of such LC Bank or its correspondents, for verifying the identity or authority of any signer of, or the form, accuracy, genuineness, falsification or legal effect of, any draft, certificate or other document presented under any Letter of Credit if such draft, certificate or other document on its face appears to be in order;

(iv) shall not be responsible for any acts or omissions by, or the solvency of, the beneficiary of any Letter of Credit or any other person or entity having any role in any transaction underlying such Letter of Credit;

(v) may accept or pay as complying with the terms and conditions of any Letter of Credit, any draft, certificate or other document appearing on its face (i) substantially to comply with the terms and conditions of such Letter of Credit, (ii) to be signed or presented by, or issued

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to any successor of, the beneficiary or any other person required or authorized by such Letter of Credit to sign or present any sight draft, certificate or other document under such Letter of Credit, including any administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, receiver, or successor by merger or consolidation, or any other person or entity purporting to act as the representative of or in place of any of the foregoing, or (iii) to have been signed, presented or issued after a change of name of the beneficiary of such Letter of Credit;

(vi) may disregard any discrepancies known to it in any Letter of Credit that do not reduce, in the good faith judgment of such LC Bank or its correspondents, the value of the performance to the Borrower by the beneficiary of such Letter of Credit in any transaction underlying such Letter of Credit;

(vii) shall not be responsible for the effectiveness or suitability of any Letter of Credit with respect to the Borrower’s purpose in requesting such Letter of Credit;

(viii) shall not be liable to the Borrower for any consequential or special damages, or for any damages resulting from any change in the value of any goods or other property subject to or underlying any Letter of Credit;

(ix) absent any gross negligence or willful misconduct on part of such LC Bank or its correspondents, may honor a previously dishonored presentation under a Letter of Credit, whether pursuant to court order, to settle or compromise any claim wrongfully dishonored, or otherwise, and shall be entitled to reimbursement of amounts paid under such Letter of Credit to the same extent as if such presentation had been honored initially; and

(x) may pay amounts owed to any paying or negotiating bank (designated or permitted by the terms of any Letter of Credit) claiming that it rightfully honored, under the laws or practices of the place where it is located, any sight draft, certificate or other document presented under any Letter of Credit.

None of the circumstances described in this Section 2.04(j) shall subject such LC Bank or any of its correspondents to any liability to the Borrower.

(k) The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither the Administrative Agent, any LC Bank, the Lenders nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable or responsible for (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by any LC Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (iv) any other circumstances whatsoever in making or failing to make payment under a Letter of Credit, except that the Borrower shall have the right to bring suit against the applicable LC Bank, and the applicable LC Bank shall be liable to the Borrower, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower that the

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Borrower proves were caused by the applicable LC Bank’s willful misconduct or gross negligence, including the applicable LC Bank’s willful failure to make timely payment under such Letter of Credit following the presentation to it by the beneficiary thereof of a draft and accompanying certificate(s) that strictly comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, any LC Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by such LC Bank that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful misconduct or gross negligence by such LC Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the LC Bank for damages caused by any LC Bank’s willful misconduct or gross negligence.

(l) The Borrower acknowledges that the rights and obligations of the applicable LC Bank under any Letter of Credit are independent of the existence, performance or nonperformance of any contract or arrangement underlying such Letter of Credit. The applicable LC Bank shall notify the Borrower of its receipt of a sight draft, certificate or other document presented under any Letter of Credit or of its decision to honor such Letter of Credit, and the applicable LC Bank will use reasonable efforts to provide such notice to the Borrower before making payment against such sight draft, certificate or other document; provided that such payment shall not as a result thereof be delayed. The applicable LC Bank may, without incurring any liability to the Borrower or impairing its entitlement to reimbursement under this Agreement, honor any Letter of Credit despite notice from the Borrower of, and without any duty to inquire into, any defense to payment or any adverse claims or other rights against the beneficiary of the Letter of Credit or any other person. The applicable LC Bank shall have no duty to request or require the presentation of any document, including any default certificate, not required to be presented under the terms and conditions of any Letter of Credit. The applicable LC Bank shall have no duty to seek any waiver of discrepancies from the Borrower, nor any duty to grant any waiver of discrepancies that the Borrower approves or requests. The applicable LC Bank shall have no duty to extend the expiration date or term of any Letter of Credit or, except as provided under Section 2.04(i)(vi), to issue a replacement letter of credit on or before the expiration date of such Letter of Credit or the end of such term. The applicable LC Bank shall not be liable to the Borrower under this Section 2.04(l) for any action or inaction by it, unless such action or inaction results from such LC Bank’s gross negligence or willful misconduct.

(m) Unless otherwise expressly agreed by the applicable LC Bank and the Borrower when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” written by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.

Section 2.05. Fees

(a) Facility Fee. In consideration of the Commitments being made available by the Lenders, at all times prior to the Pricing Change Date, the Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of the Lenders, a facility fee equal to the Facility Fee Rate in effect from time to time multiplied by the aggregate amount of the Commitments from time to time (regardless of usage), payable in arrears on the last day of each March, June, September and December during the term of such Lender’s Commitment and on the earliest to occur of the Pricing Change Date or the Termination Date.

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(b) Commitment Fee. In consideration of the Commitments being made available to the Lenders, at all times on and after the Pricing Change Date, the Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of the Lenders, a commitment fee equal to the Commitment Fee Rate in effect from time to time multiplied by the aggregate amount of the Unused Commitments from time to time, payable in arrears on the last day of each March, June, September and December during the term of such Lender’s Commitment and on the Termination Date.

(c) Letter of Credit Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a letter of credit fee (the “Letter of Credit Fee”), at a rate per annum equal to the Applicable Margin with respect to Eurodollar Advances on the daily average amount of each such Lender’s Commitment Percentage multiplied by the LC Outstandings, from the date hereof until the Termination Date, payable on the last day of each March, June, September and December during the term of such Lender’s Commitment, and on the Termination Date.

(d) Amendment Fee. The Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of the Lenders that execute and deliver counterparts of this Agreement on or prior to January 16, 2009, an amendment fee equal to (i) 0.625% of the Commitments of such Lenders under this Agreement on the date hereof, payable on January 16, 2009, and (ii) 0.625% of the Commitments of such Lenders under this Agreement on the date of the EDFI Acquisition, payable on the date of the EDFI Acquisition.

(e) Additional Fees. The Borrower shall pay to the Administrative Agent, for its own account, such other fees as are required to be paid to it under the Fee Letters. The Borrower shall pay to each LC Bank, for its own account, such other fees relating to the issuance of Letters of Credit as have been or may from time to time be agreed between them.

(f) Nonrefundable; Basis for Calculation. Once paid, none of the facility fees, amendment fees, commitment fees, the Letter of Credit Fees or other fees provided for in this Section 2.05 shall be refundable under any circumstances. All fees shall be computed on the basis of the actual number of days elapsed over a year of 360 days.

Section 2.06. Repayment of Advances; Evidence of Indebtedness.

(a) The outstanding principal balance of each Advance, together with accrued and unpaid interest thereon shall be due and payable on the Termination Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type of each Advance made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to

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become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to subsections (b) and (c) of this Section 2.06 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Advances and interest thereon in accordance with their terms.

(e) Any Lender may request that its Advances be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender. Thereafter, the Advances evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 8.04) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 8.04, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Advances once again be evidenced as described in subsections (a) and (b) above.

Section 2.07. Interest.

(a) Subject to the provisions of subsection (d) below and Sections 2.08, 2.09 and 2.13, the Advances comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days), at a rate per annum equal to the Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(b) Subject to the provisions of Sections 2.08, the Advances comprising each LMIR Advance shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) for each day from the date such LMIR Advance is made to the date it is paid, prior to the EDFI Acquisition, at a rate per annum equal to the LIBOR Market Index Rate for such day plus the Applicable Margin.

(c) Subject to the provisions of Section 2.08, the Advances comprising each Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365/366 days, as the case may be, for periods during which the Base Rate is determined by reference to Wachovia prime rate and 360 days for other periods) at a rate per annum equal to the Base Rate plus the Applicable Margin.

(d) Interest on each Advance shall be payable in arrears on each Interest Payment Date applicable to such Advance except as otherwise provided in this Agreement.

(e) The Borrower shall pay to the Administrative Agent for the account of each Lender any costs actually incurred by such Lender that are attributable to such Lender’s compliance with regulations of the Board requiring the maintenance of reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities. Such costs shall be paid to the Administrative Agent for the account of such Lender in the form of additional interest on

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the unpaid principal amount of each Eurodollar Advance or LMIR Advance of such Lender, from the date such Advance is made until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each Interest Payment Date for such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent at least two Business Days prior to the relevant Interest Payment Date, provided, that failure to so notify the Borrower shall not constitute a waiver of such Lender’s right to request and receive additional interest under this subsection (d). A certificate as to the amount of such additional interest, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender claiming any additional interest payable pursuant to this subsection shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Borrower or to change the jurisdiction of its Applicable Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional interest that may thereafter be due and payable and would not, in the good faith determination of such Lender, be otherwise disadvantageous to such Lender.

Section 2.08. Default Interest.

Except as otherwise provided in Section 2.04(c), if and for so long as an Event of Default shall have occurred and be continuing, each Advance outstanding hereunder shall bear interest at the rate otherwise applicable to such Advance plus 2%. Without limiting the foregoing, if the Borrower shall default in the payment of any amount becoming due hereunder (other than the principal amount of any Advance), whether by scheduled maturity, notice of prepayment, acceleration or otherwise, the Borrower shall on demand from time to time from the Administrative Agent pay interest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.07(c)) equal to the Base Rate plus the Applicable Margin for Base Rate Advances plus 2%.

Section 2.09. Alternate Rate of Interest.

In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Advances comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 shall be deemed to be a request for a Base Rate Borrowing and (y) each Eurodollar Advance then outstanding will automatically, on the last day of the then applicable Interest Period therefor, Convert into a Base Rate Advance. In the event the Majority Lenders notify the Administrative Agent that the rates at which dollar deposits are

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being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Advances during any Interest Period, the Administrative Agent shall notify the Borrower of such notice and until the Majority Lenders shall have advised the Administrative Agent that the circumstances giving rise to such notice no longer exist, (A) any request by the Borrower for a Eurodollar Borrowing shall be deemed a request for a Base Rate Borrowing and (B) each Eurodollar Advance then outstanding will automatically, on the last day of the then applicable Interest Period therefor, Convert into a Base Rate Advance. Each determination by the Administrative Agent hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Administrative Agent shall, upon request, provide to the Borrower a certificate setting forth in reasonable detail the basis for such determination.

Section 2.10. Termination and Reduction of Commitments.

(a) The Commitments shall automatically terminate on the Termination Date. In addition, effective upon the date of the EDFI Acquisition, the Commitments of the Lenders will automatically reduce ratably to $2,320,000,000.

(b) Upon at least three Business Days’ prior irrevocable written notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided, however, that (i) each partial reduction of the Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000, (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount (A) less than the Outstanding Credits on the date of such termination or reduction (after giving effect to Section 2.11(b)) or (B) less than $25,000,000, unless the result of such termination or reduction referred to in this clause (B) is to reduce the aggregate Commitments to $0 and (iii) the definition of “LC Committed Amount” set forth in Section 1.01 shall be deemed amended to reflect an LC Committed Amount equal to the aggregate Commitments following such reduction. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.10(b) and of each Lender’s portion of any such termination or reduction of the aggregate Commitments.

(c) Each reduction in the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Administrative Agent for the account of the Lenders, on the date of each termination or reduction of the Commitments, the fees payable on the Commitments under Section 2.05 so terminated or reduced accrued through the date of such termination or reduction.

Section 2.11. Prepayment.

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon giving telecopy notice (or telephone notice promptly confirmed by telecopy) to the Administrative Agent: (i) before 10:00 A.M. three Business Days prior to prepayment, in the case of Eurodollar Advances, and (ii) before 10:00 A.M. one Business Day prior to prepayment, in the case of Base Rate Advances; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.

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(b) If at any time (i) the aggregate Outstanding Credits exceed the aggregate Commitments or (ii) the aggregate LC Outstandings exceed the LC Committed Amount, the Borrower shall pay or prepay so much of the Borrowings and/or deposit funds in the Cash Collateral Account in respect of undrawn Letters of Credit outstanding on such date, as applicable, as shall be necessary in order that the Outstanding Credits will not exceed the Commitments and the LC Outstandings will not exceed the LC Committed Amount.

(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to Section 8.05(b) but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment.

Section 2.12. Reserve Requirements; Change in Circumstances.

(a) Notwithstanding any other provision herein, if after the date of this Agreement the enactment of any new law or regulation, or any change in applicable existing law or regulation, or in the interpretation or administration of the foregoing by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), shall change the basis of taxation of payments to any Lender hereunder (except for changes in respect of taxes on the overall net income of such Lender or its lending office imposed by the jurisdiction in which such Lender’s principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, or shall result in the imposition on any Lender or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment or any Extension of Credit made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Extension of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed in good faith by such Lender to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in Section 2.12(c), promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender shall have determined that the adoption after the date hereof of any law, rule, regulation or guideline arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards,” or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding

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company, if any, as a consequence of this Agreement, such Lender’s Commitment or the Extensions of Credit made by such Lender pursuant hereto to a level below that which such Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time such additional amount or amounts as will compensate such Lender for any such reduction suffered will be paid by the Borrower to such Lender.

(c) A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender shall give prompt notice to the Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the Borrower pursuant to this Section 2.12. If any such law, rule, regulation, guideline or other change or condition described in this Section 2.12 shall later be held by a court of competent jurisdiction to be invalid or inapplicable to the Borrower or such Lender, such Lender shall promptly refund to the Borrower any amounts previously paid by the Borrower to such Lender pursuant to this Section 2.12.

(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period; provided that such Lender shall not be entitled to demand compensation hereunder if such demand is made more than 90 days following the later of such Lender’s incurrence or sufferance thereof and such Lender’s actual knowledge of the event giving rise to such Lender’s rights under this Section. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition that shall have occurred or been imposed.

(e) Each Lender agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be disadvantageous to such Lender.

Section 2.13. Change in Legality.

(a) Notwithstanding any other provision herein, if the introduction of, or any change in, any law or regulation or in the interpretation thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Advance, then, by written notice to the Borrower and to the Administrative Agent, such Lender may:

(i) declare that Eurodollar Advances will not thereafter be made by such Lender hereunder, whereupon any request for a Eurodollar Borrowing shall, as to such Lender only, be deemed a request for a Base Rate Advance unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and

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(ii) require that all outstanding Eurodollar Advances made by it be Converted to Base Rate Advances, in which event all such Eurodollar Advances shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided in subsection (b) below.

Prior to any Lender giving notice to the Borrower under this Section 2.13, such Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such event of illegality and would not, in the sole reasonable determination of such Lender, be otherwise disadvantageous to such Lender. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Advances that would have been made by such Lender or the Converted Eurodollar Advances of such Lender shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the Conversion of, such Eurodollar Advances.

(b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar Advance, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Advance; in all other cases such notice shall be effective on the date of receipt.

Section 2.14. Pro Rata Treatment.

Except as required under Section 2.13 or 2.17, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Advances, each payment of facility fees and Letter of Credit Fees, each reduction of the Commitments and each Conversion of any Advance shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective Outstanding Credits of the Lenders). For purposes of determining the available or used Commitments at any time, the LC Outstandings shall be deemed to have utilized the Commitments of the Lenders pro rata in accordance with their respective Commitments. Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.

Section 2.15. Sharing of Setoffs.

Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Extension of Credit, in any case as a result of which the unpaid principal portion of its Extensions of Credit shall be proportionately less than the unpaid principal portion of the Extensions of Credit of any other

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Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Extensions of Credit of such other Lender, so that the aggregate unpaid principal amount of the Extensions of Credit and participations in the Extensions of Credit held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Extensions of Credit then outstanding as the principal amount of its Extensions of Credit prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Extensions of Credit outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Extension of Credit deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made an Extension of Credit in the amount of such participation.

Section 2.16. Payments.

(a) The Borrower shall make each payment (including principal of or interest on any Borrowing, any fees, any reimbursements in respect of Letters of Credit that have been paid by any Lender or other amounts) hereunder without setoff, counterclaim, defense, recoupment or other deduction from an account in the United States not later than 12:00 noon on the date when due in dollars to the Administrative Agent at its offices specified in Section 8.01, in immediately available funds.

(b) Whenever any payment (including principal of or interest on any Borrowing, any fees, any reimbursements in respect of Letters of Credit that have been paid by any Lender or other amounts) hereunder shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, if applicable.

Section 2.17. Taxes.

(a) Any and all payments of principal and interest on any Outstanding Credit, or of any fees or indemnity or expense reimbursements by the Borrower hereunder (“Borrower Payments”) shall be made, in accordance with Section 2.16, free and clear of and without deduction for any and all current or future United States Federal, state and local taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect to such Borrower Payments, but only to the extent reasonably attributable to such Borrower Payments, excluding (i) income taxes imposed on the net income of the Administrative Agent or any Lender and (ii) franchise taxes imposed on the net income of the Administrative Agent or any Lender, in each case by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or doing business through offices or branches located therein, or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges,

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withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17), the Administrative Agent or such Lender (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.

(b) In addition, the Borrower shall pay to the relevant governmental authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or the Fee Letters (such taxes being “Other Taxes”).

(c) The Borrower shall indemnify the Administrative Agent and each Lender (as the case may be) for the full amount of Taxes and Other Taxes with respect to Borrower Payments paid by such person, and any liability (including penalties, interest and expenses (including reasonable attorney’s fees and expenses)) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted by the relevant United States governmental authority. A certificate setting forth and containing an explanation in reasonable detail of the manner in which such amount shall have been determined and the amount of such payment or liability prepared by a Lender or the Administrative Agent on their behalf, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Administrative Agent or the Lender, as the case may be, makes written demand therefor. If any Taxes or Other Taxes for which the Administrative Agent or any Lender has received indemnification from the Borrower hereunder shall be finally determined to have been incorrectly or illegally asserted and are refunded to the Administrative Agent or such Lender, the Administrative Agent or such Lender, as the case may be, shall promptly forward to the Borrower any such refunded amount.

(d) As soon as practicable, but in any event within 30 days, after the date of any payment of Taxes or Other Taxes by the Borrower to the relevant United States governmental authority, the Borrower will deliver to the Administrative Agent, at its address referred to in Section 8.01, the original or a certified copy of a receipt issued by such United States governmental authority evidencing payment thereof.

(e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Extensions of Credit made hereunder.

(f) Each of the Administrative Agent and each Lender that is organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia (a “Non-U.S. Payee”) shall deliver to the Borrower and the Administrative Agent two copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or applicable successor forms, properly completed and duly executed by such Non-U.S. Payee claiming

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complete exemption from, or reduced rate of, United States Federal withholding tax on payments by the Borrower under this Agreement. Such forms shall be delivered by each Non-U.S. Payee on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”), on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”). In addition, each Non-U.S. Payee shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Payee. Notwithstanding any other provision of this Section 2.17(f), a Non-U.S. Payee shall not be required to deliver any form pursuant to this Section 2.17(f) that such Non-U.S. Payee is not legally able to deliver.

(g) The Borrower shall not be required to indemnify any Non-U.S. Payee, or to pay any additional amounts to any Non-U.S. Payee, in respect of United States Federal, state or local withholding tax pursuant to subsection (a) or (c) above to the extent that (i) the obligation to withhold amounts with respect to United States Federal, state or local withholding tax existed on the date such Non-U.S. Payee became a party to this Agreement (or, in the case of a Transferee, on the effective date of the Assignment and Acceptance pursuant to which such Transferee becomes a Lender) or, with respect to payments to a New Lending Office, the date such Non-U.S. Payee designated such New Lending Office with respect to an Extension of Credit; provided, however, that this clause (i) shall not apply to any Lender that becomes a Lender or New Lending Office that becomes a New Lending Office as a result of an assignment or designation made at the request of the Borrower; and provided further, however, that this clause (i) shall not apply to the extent the indemnity payment or additional amounts any Lender, the Administrative Agent or any Lender through a New Lending Office would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment or transfer to such Lender, the Administrative Agent or such Lender making the designation of such New Lending Office would have been entitled to receive in the absence of such assignment, transfer or designation or (ii) the obligation to pay such additional amounts or such indemnity payments would not have arisen but for a failure by such Non-U.S. Payee to comply with the provisions of subsection (g) above or (i) below.

(h) Any of the Administrative Agent or any Lender claiming any indemnity payment or additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Borrower or to change the jurisdiction of its Applicable Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payment or additional amounts that may thereafter accrue and would not, in the good faith determination of the Administrative Agent or such Lender (as the case may be), be otherwise disadvantageous to such person. Subject always to Section 2.17(i), any of the Administrative Agent or any Lender claiming any indemnity payment or additional amount payable pursuant to this Section 2.17 shall, upon request of the Borrower, use reasonable efforts (consistent with legal and regulatory restrictions) to obtain a refund of any Tax or Other Tax giving rise to such indemnity payment or additional amount payable and shall pay any refund (after deduction of any Tax or Other Tax paid or payable by the Administrative Agent or such Lender as a result of such refund), not exceeding the increased amount paid by the Borrower pursuant to this Section 2.17, to the Borrower, provided, however, that (i) the Administrative

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Agent or Lender, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its tax affairs or computations and (ii) nothing in this Section 2.17(h) shall interfere with the right of the Administrative Agent or such Lender to arrange its tax affairs as it deems appropriate.

(i) Nothing contained in this Section 2.17 shall require the Administrative Agent or any Lender to make available to the Borrower any of its tax returns (or any other information) that it deems to be confidential or proprietary.

Section 2.18. Assignment of Commitments Under Certain Circumstances.

In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.12 or 2.13, or the Borrower shall be required to make additional payments to the Administrative Agent or any Lender under Section 2.17, the Borrower shall have the right, at its own expense, upon notice to the Administrative Agent and such Lender, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 8.04) all such Lender’s interests, rights and obligations under this Agreement and the other Credit Documents including without limitation in all interests in outstanding Letters of Credit, to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld), which financial institution shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any governmental authority and (ii) the assignee or the Borrower, as the case may be, shall pay to the assignor in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Extensions of Credit made by such assignor hereunder and all other amounts accrued for its account or owed to it hereunder.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01. Conditions Precedent to Effectiveness of this Agreement

The amendment and restatement of the Existing Credit Agreement as set forth in this Agreement shall not be effective unless and until the following conditions precedent shall have been satisfied (such date being the “Effective Date”):

(a) The Borrower, the Administrative Agent, the Collateral Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent executed counterparts of this Agreement;

(b) The Borrower shall have delivered to the Administrative Agent (x) executed copies of each of the following documents, each of which shall be in form and substance satisfactory to the Administrative Agent and the Majority Lenders and each certified by the Secretary or the Assistant Secretary of the Borrower as being true and correct copies and in full force and effect as of the Effective Date:

(i) the EDFI Master Put and Purchase Agreement,

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(ii) the EDFI Stock Purchase Agreement,

(iii) the Payment Guaranty, dated as of December 17, 2008, made by EDFI, as guarantor, in favor of the Borrower,

(iv) the Amended and Restated Investor Agreement, dated as of December 17, 2008, amending and restating the Investor Agreement, dated as of July 20, 2007, by and between EDFI and the Borrower,

(v) the Investor Rights Agreement, dated as of December 17, 2008, by and between the Borrower, as the Company, and EDF Development Inc., as the Investor,

(vi) the Articles Supplementary,

(vii) the Bridge Commitment Letter evidencing the EDFI Facility (in redacted form);

and (y) drafts of each other EDFI Transaction Document.

(c) The Borrower shall have delivered to the Administrative Agent, each dated as of the Effective Date:

(i) Certified copies of the articles or certificate of incorporation and bylaws of the Borrower, together with all amendments and modifications thereto as of the date of delivery and a certificate of good standing for the Borrower issued by the Secretary of State of the state of its incorporation.

(ii) Certified copies (A) of the resolutions of the Board of Directors of the Borrower granting authority to the Borrower’s officers to execute this Agreement and (B) of all documents evidencing other necessary corporate action and governmental approvals with respect to the execution, delivery and performance by the Borrower of this Agreement.

(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower thereunder.

(iv) A solvency certificate of the Chief Financial Officer or Treasurer of the Borrower, substantially in the form of Exhibit G hereto.

(v) The Borrower shall have delivered to the Administrative Agent, dated as of the date hereof, and opinion of counsel for the Borrower, substantially in the form of Exhibit E hereto, and such other opinions as any Lender, though the Administrative Agent, may reasonably request;

(d) The Administrative Agent shall have received evidence satisfactory to it, that S&P, Moody’s and Fitch Ratings, Inc., shall have indicated that the Reference Rating by S&P will not be lower than BBB-, the Reference Rating by Moody’s will not be lower than Baa3 and the Reference Rating issued by Fitch will not be lower than BBB-

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(e) Simultaneously with the occurrence of the Effective Date, the MEHC Agreement shall terminate and the EDFI Investment shall be consummated.

(f) The Administrative Agent shall have received evidence satisfactory to it that the RBS Credit Agreement has been modified on terms consistent with the terms of this Agreement and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(g) The Borrower shall have paid all fees and expenses due and payable in connection with this Agreement.

(h) (i) The representations and warranties contained in Article IV below shall be true and correct on and as of the Effective Date hereof as though made on and as of such date, and (ii) no event shall have occurred and be continuing, or would result from the execution and delivery of this Agreement or any other Credit Document, that constitutes an Event of Default or that would constitute an Unmatured Default.

Section 3.02. Conditions Precedent to Each Extension of Credit.

The obligation of each Lender to make Advances to be made by it (including the initial Advance to be made by it) and the obligation of an LC Bank to issue or extend Letters of Credit (including the initial Letter of Credit to be issued by it) shall be subject to the further conditions precedent that on the date of such Extension of Credit:

(a) The following statements shall be true (and each of the giving of the applicable notice or request by the Borrower with respect to such Extension of Credit and the acceptance of such Extension of Credit shall constitute a representation and warranty by the Borrower that, on the date of such Extension of Credit, such statements are true):

(i) The representations and warranties contained in Section 4.01 (other than those set forth in the last sentence of subsection (f) and in subsections (m) and (n) thereof) are correct on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date; and

(ii) No event has occurred and is continuing or would result from such Extension of Credit, or from the application of the proceeds therefrom, that constitutes an Event of Default or, except in the case of a Borrowing that would not increase the aggregate principal amount of Outstanding Credits, an Unmatured Default.

(b) The Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender or the LC Bank, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement or the financial condition, properties, operations or prospects of the Borrower and its Subsidiaries.

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Section 3.03. Reliance on Certificates.

The Lenders and the Administrative Agent shall be entitled to rely conclusively upon the certificates delivered from time to time by officers of Borrower as to the names, incumbency, authority and signatures of the respective Persons named therein until such time as the Administrative Agent may receive a replacement certificate, in form acceptable thereto, from an officer of the Borrower identified to the Administrative Agent as having authority to deliver such certificate, setting forth the names and true signatures of the officers and other representatives of the Borrower thereafter authorized to act on behalf of the Borrower.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

(a) The Borrower (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland (ii) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify results in a Material Adverse Change and (iii) has the requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.

(b) The execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents to which it is a party are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) any law or any material contractual restriction binding on or affecting the Borrower or its Subsidiaries, and do not result in or require the creation of any Lien upon or with respect to any of the Borrower’s properties (other than Liens required under Section 5.01(i)).

(c) The Borrower (i) possesses good and marketable title to all of its material properties and assets, and (ii) owns or possesses all material licenses and permits necessary for the operation by it of its business as currently conducted.

(d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery or performance by the Borrower of this Agreement and the other Credit Documents to which it is a party.

(e) This Agreement and the other Credit Documents to which it is a party have been duly executed and delivered by the Borrower and are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except to the extent that enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

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(f) The (i) audited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2007, and the related audited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended (copies of which have been furnished to each Lender), (ii) unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2008 and the related unaudited consolidated statements of income and cash flows for the nine months then ended (copies of which have been furnished to each Lender) and (iii) each of the financial statements delivered by the Borrower pursuant to Section 5.03(b) and Section 5.03(c) hereof fairly present (subject, in the case of such unaudited financial statements, to year-end adjustments) the financial condition of Borrower and its Subsidiaries as at such dates and the results of the operations of Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Since December 31, 2007, there has been no Material Adverse Change.

(g) The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to buy or carry any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock. After the making of each Extension of Credit, Margin Stock will constitute less than 25 percent of the assets of the Borrower and its Subsidiaries on a consolidated basis.

(h) The Borrower is not in violation of, and no condition exists that with notice or lapse of time or both would constitute a violation by the Borrower of, the Margin Regulations.

(i) The Borrower has filed or caused to be filed all material Federal, state and local tax returns that to its knowledge are required to be filed by it, and has paid or caused to be paid all material taxes shown to be due and payable on such returns or on any assessments received by it to the extent required to be paid pursuant to Section 5.01(a).

(j) The Borrower is in compliance with all laws (including ERISA and environmental laws), rules, regulations and orders of any governmental authority applicable to it, except to the extent that the Borrower’s failure to so comply does not result in a Material Adverse Change.

(k) Except as does not result in a Material Adverse Change, the Borrower and each ERISA Affiliate of the Borrower (i) have not incurred any liability to the PBGC (other than for the payment of current premiums that are not past due) with respect to any Title IV Plan, (ii) have not incurred any Withdrawal Liability, and (iii) have not been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA.

(l) Except as does not result in a Material Adverse Change, no ERISA Event has occurred.

(m) Except as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (the “Form 10-K”) and its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008, and all Periodic Reports on Form 8-K filed with the Securities and Exchange Commission prior to the date hereof, copies of each of which have been delivered to the Administrative Agent, there is no pending or, to the Borrower’s knowledge,

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threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, which materially adversely affects the financial condition of the Borrower and its Subsidiaries taken as a whole, or the enforceability against the Borrower of this Agreement and the other Credit Documents to which it is a party.

(n) The Borrower is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

(o) The proceeds of the Extensions of Credit hereunder will be used in accordance with Section 5.01(h).

(p) The Borrower has no secured Indebtedness, except to the extent permitted under Section 5.02(a).

(q) The Borrower is not in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound, which default results in a Material Adverse Change. No Unmatured Default or Event of Default presently exists and is continuing.

(r) The Borrower is, and on and after the consummation of the transactions contemplated by this Agreement and the EDFI Transaction Documents will be, Solvent.

(s) Neither this Agreement nor any financial statements (other than any financial projections) delivered to the Lenders nor any other document, certificate or statement furnished to the Lenders by or on behalf of the Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein, taken as a whole, not misleading at the time made in light of the circumstances when made. All financial projections, if any, that have been or will be prepared by the Borrower and made available to the Administrative Agent or any Lender in connection with this Agreement have been or will be prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that the projections will be realized).

(t) Since the date hereof there has been no change to the charter or by-laws of the Borrower that materially adversely affects the rights of the Lenders.

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.01. Affirmative Covenants.

The Borrower covenants that it will, and, other than in subsections (f) and (h) below, will cause each Material Subsidiary to, so long as any amount owing hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, unless the Majority Lenders shall otherwise consent in writing:

(a) Payment of Taxes, Etc. Pay and discharge all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims that, if unpaid, might become a Lien upon any of its properties or result in a Material Adverse Change; provided it shall not be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings.

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(b) Performance and Compliance with Other Agreements. Perform and comply with each of the material provisions of each material indenture, credit agreement, contract or other agreement by which it is bound, non-performance or non-compliance with which results in a Material Adverse Change, except material contracts or other agreements being contested in good faith.

(c) Preservation of Corporate Existence, Conduct of Business, Etc. Preserve and maintain its corporate existence in the jurisdiction of its incorporation, and qualify and remain qualified as a foreign corporation in good standing in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or the ownership of its properties, except where the failure to be so qualified does not result in a Material Adverse Change.

(d) Compliance with Laws, Business and Properties. Comply with the requirements of all applicable laws (including ERISA and environmental laws), rules, regulations and orders of any governmental authority, non-compliance with which results in a Material Adverse Change, except laws, rules, regulations and orders being contested in good faith. At all times maintain and preserve all property material to the conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times as currently conducted.

(e) Maintenance of Insurance. Maintain insurance in effect at all times in such amounts and covering such risks as are usually carried by companies of a similar size, engaged in similar businesses and owning similar properties in the same general geographical area in which the Borrower or such Material Subsidiary operates, either with responsible and reputable insurance companies or associations, or, in whole or in part, by establishing reserves of one or more insurance funds, either alone or with other corporations or associations.

(f) Maintenance of Licenses, Permits and Registrations. Maintain, and cause each of its Subsidiaries to maintain, in effect at all times all material licenses and permits from, and registrations with, any governmental authority or any other Person necessary for the operation by the Borrower and its Subsidiaries of their business as currently conducted.

(g) Books and Records; Inspection Rights. Keep proper books of record and account in which entries shall be made of all financial transactions and assets and business of the Borrower and the Material Subsidiaries in accordance with GAAP. At any reasonable time and from time to time, permit the Administrative Agent or any Lender or any agents or representatives thereof to examine and take down in writing any information contained in the

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records and books of account of, and visit the properties of, the Borrower or any Material Subsidiary and to discuss the affairs, finances and accounts of the Borrower or any Material Subsidiary with any of their respective officers.

(h) Use of Proceeds. Use the proceeds of Extensions of Credit for (i) the issuance of Letters of Credit, including to support the Borrower’s power marketing and trading activities, (ii) working capital purposes, including capital expenditures, for the Borrower and its Subsidiaries, specifically excluding use of such proceeds for any Hostile Acquisition, and (iii) as credit support for the Borrower’s commercial paper and (iii) for general corporate purposes.

(i) Collateral. Upon the Collateral Trigger Date, grant or cause to be granted to the Collateral Agent, for the equal and ratable benefit of the Lenders, the Administrative Agent and the parties to the RBS Credit Agreement, first priority perfected Liens on substantially all interests of the Borrower and its Subsidiaries in the assets described on Schedule II, subject to the agreed security principles set forth on Schedule II, pursuant to customary Security Documents (including a limited recourse guaranty of the Borrower’s obligations hereunder and under the RBS Credit Agreement if the applicable Loan Party is not the Borrower) in form and substance customary for similar financings and reasonably satisfactory to the Administrative Agent, Collateral Agent and the Borrower, together with (i) delivery to the Administrative Agent and the Collateral Agent of customary filings and recordings necessary or desirable to perfect such Liens, (ii) customary opinions of counsel to the applicable Loan Parties with respect to the enforceability of the Security Documents, the creation and perfection of the Liens thereunder and such other matters as the Administrative Agent and the Collateral Agent may reasonably request, and (iii) such information relating to the Collateral as the Administrative Agent and the Collateral Agent may reasonably request.

(j) Ownership of Certain Nuclear Assets. Maintain (i) at least a 50.01% ownership interest in Constellation Generation, (ii) maintain a 100% ownership interest in Constellation Generation until the closing of the EDFI Acquisition and (iii) cause Constellation Generation to maintain ownership of 100% of the interests it owns on the date hereof in Calvert Cliffs’ Units 1 and 2, Nine Mile Point Units 1 and 3 and Ginna and the operators thereof.

(k) EDFI Investment. Maintain the proceeds received from the EDFI Investment in a segregated account and use the proceeds thereof solely to prepay the Indebtedness issued pursuant to the MEHC Agreement.

(l) EDFI Transaction Documents. Comply in all material respects with all material covenants applicable to it under the EDFI Transaction Documents.

Section 5.02. Negative Covenants

The Borrower covenants that it will not, nor will it permit any Material Subsidiary to, so long as any amount owing hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, without the prior written consent of the Majority Lenders:

(a) Liens, Etc. Create, incur, assume or suffer to exist any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties or rights, whether now owned or hereafter acquired, or assign any right to receive income, services or property (any of the foregoing being referred to herein as a “Lien”), except that the foregoing restrictions shall not apply to Liens:

(i) on the property of BGE, at any time that BGE is a Material Subsidiary, securing an aggregate principal amount of up to $500,000,000 of the obligations of BGE;

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(ii) for taxes, assessments or governmental charges or levies on property of the Borrower or any Material Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings;

(iii) imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business;

(iv) arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, or other social security or similar legislation;

(v) to secure the performance of (x) bids, tenders, contracts (other than contracts for the payment of borrowed money), leases, trading contracts, letters of credit, surety or similar bonds or other similar obligations made in the ordinary course of business or (y) reimbursement obligations in respect of letters of credit issued to support the obligations described in the foregoing clause (x); provided that, for the avoidance of doubt, Liens (including, without limitation, rights of set-off) on (i) deposits and (ii) revenues under trading contracts, in each case in favor of counterparties under such trading contracts and other obligations incurred in the ordinary course of business (including trading counterparties, brokerages, clearing houses, utilities, systems operators and similar entities) shall be permitted and shall be permitted to be first priority Liens on such collateral;

(vi) arising out of purchase money mortgages or other Liens on property acquired by the Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such property to be subject to such Liens, or Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that no such Lien shall exceed the fair market value of the property acquired (as determined at the time of purchase), or extend to or cover any property other than the property being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;

(vii) constituting attachment, judgment and other similar Liens arising in connection with court proceedings to the extent not constituting an Event of Default under Section 6.01(g);

(viii) constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the Borrower’s or any Material Subsidiary’s use of its properties;

(ix) created pursuant to Section 5.01(i) or created to secure Indebtedness in an aggregate principal amount not exceeding $1,230,000,000 used to replace or refinance the RBS Credit Agreement and otherwise containing terms (other than pricing) taken as a whole not materially more favorable to the providers of such Indebtedness than the terms of the Credit Documents are to the Lenders;

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(x) created under Section 6.02(b) on the Cash Collateral Account or on cash collateral accounts established by the Borrower to secure investments and guarantees; or

(b) Mergers, Etc. Merge or consolidate with any Person, unless:

(i) in the case of any such merger or consolidation involving the Borrower, the surviving or resulting entity is (A) the Borrower or (B) with the written consent of all of the Lenders, a Subsidiary of the Borrower; provided that such Subsidiary of the Borrower expressly assumes in writing all of the obligations of the Borrower under this Agreement and the other documents executed and delivered in connection therewith and executes and delivers such other documents, instruments, certificates and opinions as the Administrative Agent may reasonably request;

(ii) in the case of any such merger or consolidation involving a Material Subsidiary, the surviving or resulting entity is a wholly-owned Subsidiary of the Borrower; and

(iii) immediately after giving effect thereto no Event of Default or Unmatured Default shall have occurred and be continuing.

(c) Sale of Assets, Etc. Sell, transfer, lease, assign or otherwise convey or dispose of any common voting shares of BGE or any interests in Constellation Generation, other than pursuant to the EDFI Acquisition, (x) any Collateral, except pursuant to the EDFI Put Options, the EDFI Acquisition and other customary exceptions to be agreed in the Security Documents or (y) any other assets (whether now owned or hereafter acquired) to an unrelated third party, in any single or series of transactions, whether or not related, except, in the case of the assets described in clause (y):

(i) the sale of electricity or natural gas and related and ancillary services, other commodities, and any other assets in the ordinary course of business;

(ii) the sale or other disposition of obsolete or worn out property and other assets (including inventory) in the ordinary course of business;

(iii) the sale of any investment in any security with a maturity of less than one year;

(iv) the abandonment or disposition of patents, trademarks or other intellectual property that are, in the Borrower’s reasonable judgment, no longer economically practicable to maintain or useful in the conduct of the business of the seller;

(v) the sale or other disposition of the following assets: all international assets, all non-core real estate assets, and the investment portfolio of Constellation Investments, Inc., a Maryland corporation;

(vi) sales or other dispositions of assets not in the ordinary course of business, the value of which, individually, or in the aggregate, does not exceed 25% of the consolidated assets of the Borrower and its subsidiaries, as reflected on the then-most-recent quarterly balance sheet, where the value of the assets being sold or disposed of is the book value of such assets;

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(vii) any disposition of a leasehold interest (in the capacity of lessee) in any real or personal property in the ordinary course of business;

(viii) any license or sublicense of intellectual property that does not interfere with the business of the Borrower or any Material Subsidiary;

(ix) the sale or disposition of any asset if such proceeds are redeployed in the business of the Borrower or its Subsidiaries within 18 months from the date of such sale or disposition, as the case may be;

(x) any distribution by Constellation Generation of its interest in UniStar Nuclear Energy, LLC; or

(xi) any transfers or dispositions of assets to the Borrower or any wholly-owned Material Subsidiary of the Borrower; or

(xii) any sale or other disposition of assets pursuant to the EDFI Acquisition or the EDFI Put Options.

(d) Plans.

(i) Engage in any “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA (other than transactions that are exempt by ERISA, its regulations or its administrative exemptions), with respect to any Plan that results in a Material Adverse Change;

(ii) Incur or permit any ERISA Affiliate of the Borrower to fail to satisfy the minimum funding standard (within the meaning of Section 412 of the Code) for a Title IV Plan that results in a Material Adverse Change;

(iii) Terminate, or permit any ERISA Affiliate of the Borrower to terminate, any Title IV Plan, or permit the occurrence of any event or condition that would cause a termination by the PBGC of any Title IV Plan that results in a Material Adverse Change;

(iv) Withdraw or effect a partial withdrawal from or permit any ERISA Affiliate of the Borrower to withdraw or effect a partial withdrawal from, a Multiemployer Plan that results in a Material Adverse Change;

(v) Permit any lien upon the property or rights to property of the Borrower or any ERISA Affiliate of the Borrower under Section 303(k) of ERISA or Section 430 of the Code that results in a Material Adverse Change; or

(vi) Incur any liability under ERISA, the Code or other applicable law in respect of any Plan maintained for the benefit of employees or former employees of the Borrower or an ERISA Affiliate of the Borrower (other than liability to pay benefits, contributions, premiums or expenses when due in the ordinary course of the operation of such Plan) that results in a Material Adverse Change.

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(e) Nature of Business. Alter the character of its business from that of being predominantly in the energy business.

(f) EDFI Transaction Documents. Amend, restate, or otherwise modify, or consent to the departure from, any terms of the EDFI Transaction Documents in a manner that would be adverse in any material respect to the Lenders without the consent of the Administrative Agent (such consent not to be unreasonably withheld). Without limiting the foregoing, the Borrower may modify the EDFI Transaction Documents in a manner not otherwise prohibited hereunder in order to permit the EDFI Acquisition to be consummated as a Revised Transaction (as defined in the EDFI Master Put and Purchase Agreement), provided however, that no such Revised Transaction shall result in (i) a reduction in the net cash proceeds to be paid to the Borrower and its Subsidiaries pursuant to the EDFI Transaction Documents as in effect on the date hereof, (ii) any change in the maturity date, or in the terms of repayment or redemption, of the Borrower’s Series B Preferred Stock or any Senior Note (as defined in the Articles Supplementary), in each case, that would have the effect of reducing the period of time during which the Borrower’s Series B Preferred Stock or any Senior Note may remain outstanding relative to those provisions contemplated by the EDFI Transaction Documents as in effect on the date hereof, (iii) any reduction in the period from the date hereof to the Termination Date (as defined in the EDFI Stock Purchase Agreement as in effect on the date) or the Exercise Period (as defined in the EDFI Master Put and Purchase Agreement as in effect on the date hereof), or (iv) any reduction in the Reference Ratings and the other rating described in Section 3.01(d) below the levels described in Section 3.01(d).

(g) Dividends. (i) Increase the amount of the Borrower’s regular quarterly common stock dividend, (ii) pay or distribute (by means of a dividend or otherwise) assets (including property or cash) to holders of the Borrower’s capital stock, in respect of such capital stock, other than (w) distributions payable solely in stock, (x) the payment of cash or stock dividends on the Series B Preferred Stock as permitted under the Articles Supplementary, (y) payment of cash dividends to MEHC on the Series A Preferred Stock and payment to MEHC of cash in lieu of shares of Borrower’s common stock as required by Section 7(c) of the Articles Supplementary relating to the Series A Preferred Stock, in an amount not to exceed $433,000,000, or (z) the payment of the Borrower’s regular cash dividend in a manner that otherwise complies with the Articles Supplementary or (iii) engage in a self tender offer, redemption or share repurchase (whether privately negotiated or open market repurchases) of the Borrower’s capital stock in an aggregate amount in excess of $100,000,000, other than as required by the Articles Supplementary, as in effect on the date hereof.

(h) EDFI Investment and EDFI Facility. (i) Redeem the Borrower’s Series B Preferred Stock other than pursuant to Section 6 of the Articles Supplementary, or (ii) terminate the EDFI Facility before the Termination Date (as such term is defined in the EDFI Facility, as in effect on the date hereof).

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Section 5.03. Reporting Requirements.

The Borrower covenants that it will, so long as any amount owing hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, unless the Majority Lenders shall otherwise consent in writing, furnish to each Lender:

(a) as soon as possible and in any event within three Business Days after the occurrence of each Event of Default and each Unmatured Default continuing on the date of such statement, the statement of the chief financial officer or treasurer and assistant secretary of the Borrower setting forth details of such Event of Default or Unmatured Default and the action that the Borrower proposes to take with respect thereto;

(b) as soon as practicable and in any event within 60 days after the end of each quarterly period in each fiscal year, (i) other than for the last quarterly period, a statement of income and statement of retained earnings and a statement of changes in financial position of the Borrower and its consolidated Subsidiaries for such period and (if different) for the period from the beginning of the current fiscal year to the end of such quarterly period, and a balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding periods in the preceding fiscal year with respect to said statements and as at the end of such periods with respect to said balance sheet, all in reasonable detail and certified by a financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied, except as stated in such certification, subject to changes resulting from year-end adjustments; provided that the Borrower may satisfy its obligation under this subsection (b)(i) by delivering a copy of its report on Form 10-Q for the applicable quarter and (ii) a certificate of the Borrower, in the form of Exhibit F, setting forth compliance with the financial covenant in Section 5.04 hereof and stating that no Event of Default or Unmatured Default has occurred and is continuing or a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;

(c) as soon as practicable and in any event within 120 days after the end of each fiscal year, (i) a statement of income and statement of earnings reinvested and a statement of changes in financial position of the Borrower and its consolidated Subsidiaries for each year, and a balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding figures from the preceding annual audit, all in reasonable detail and reported on to the Borrower by independent public accountants of recognized standing selected by the Borrower whose report shall not reflect any scope limitation imposed by the Borrower and who shall have authorized the Borrower to deliver such report thereof; provided that the Borrower may satisfy its obligation under this subsection (c) by delivering a copy of its Form 10-K for the applicable year and (ii) a certificate of the chief financial officer, or treasurer and assistant secretary of the Borrower stating that said officer has no knowledge that an Event of Default or an Unmatured Default applicable to the Borrower has occurred and is continuing or, if an Event of Default or an Unmatured Default applicable to the Borrower has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;

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(d) as soon as possible and in any event within three Business Days of the occurrence of a Material Adverse Change, the statement of the chief financial officer or treasurer and assistant secretary of the Borrower setting forth the details of such change, the anticipated effects thereof and the action that the Borrower proposes to take with respect thereto;

(e) promptly and in any event within ten Business Days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower, copies of each written statement or each notice received by the Borrower or its ERISA Affiliate describing an ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto;

(f) promptly and in any event within ten Business Days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower, copies of each notice from the PBGC stating its intention to terminate any Title IV Plan or to have a trustee appointed to administer any such Title IV Plan;

(g) promptly and in any event within ten Business Days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from the sponsor of a Multiemployer Plan, copies of each notice concerning (i) the imposition of Withdrawal Liability by any such Multiemployer Plan; provided that such Withdrawal Liability is at least $25,000,000, (ii) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan; provided that the amount of any resulting liability to the Borrower or any ERISA Affiliate of the Borrower is at least $25,000,000, or (iii) the amount of liability incurred, or that may be incurred, by the Borrower or any ERISA Affiliate of the Borrower in connection with any event described in clause (i) or (ii); provided that the amount of such liability is at least $25,000,000;

(h) promptly upon request of the Lenders, copies of each Schedule B (actuarial information) to the annual report (form 5500 Series) with respect to each Title IV Plan maintained by the Borrower or any of its ERISA Affiliates that have been filed with the U.S. Department of Labor; and

(i) such other information respecting the business and the financial condition of the Borrower as any Lender may through the Administrative Agent from time to time reasonably request.

Section 5.04. Specified Indebtedness to Capitalization.

The ratio of (i) Specified Indebtedness of the Borrower and its Subsidiaries taken as a whole to (ii) Capitalization of the Borrower and its Subsidiaries taken as a whole shall at all times be less than or equal to .65 to 1.0.

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ARTICLE VI

EVENTS OF DEFAULT

Section 6.01. Events of Default.

Any of the following events shall constitute an Event of Default (“Event of Default”) if it occurs and is continuing:

(a) The Borrower shall fail to make (i) any payment of principal of any Advance when due, or (ii) any payment of interest thereon or any fees or other amounts payable under this Agreement within 10 Business Days after such interest, fees or other amounts shall have become due; or

(b) Any representation or warranty or written statement made by any Loan Party (or any of its officers) in any Credit Document or in any schedule, certificate or other document delivered pursuant to or in connection with any Credit Document shall prove to have been incorrect in any material respect when made; or

(c) The Borrower shall (A) fail to perform or observe the covenants set forth in Section 5.01, 5.02 or 5.03; provided that (x) in the case of covenants set forth in Section 5.01(b), (g) and (h) (with the exception of the use of proceeds for any Hostile Acquisition) such failure shall remain unremedied for 10 days after written notice thereof given by the Administrative Agent or any Lender to the Borrower and (y) in the case of covenants set forth in Section 5.01(a), (d), (e) and (f) such failure shall remain unremedied for 30 days after written notice thereof given by the Administrative Agent or any Lender to the Borrower or (B) the Borrower shall fail to perform or observe any other term, covenant or agreement contained herein on its part to be performed or observed and any such failure shall remain unremedied for 30 days after written notice thereof given by the Administrative Agent or any Lender to the Borrower (and, in all cases set forth herein, if such notice was given by a Lender, to the Administrative Agent); or

(d) Any Loan Party shall fail to perform or observe in all material respects the covenants set forth in any Security Document (subject to customary grace periods to be included in the applicable Security Documents) to which such Loan Party is a party; or

(e) (i) The Borrower or any of its Material Subsidiaries shall fail to pay any principal, premium or interest on any Indebtedness having an outstanding principal amount in excess of $75,000,000 in the aggregate for the Borrower and its Material Subsidiaries, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or (ii) the Borrower or any of its Material Subsidiaries shall fail to perform or observe any term, covenant or agreement on its part to be observed under any agreement or instrument relating to any such Indebtedness, when required to be performed or observed, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument, if the effect of such failure to perform or observe is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or pursuant to any notice of optional redemption with respect thereto), prior to the stated maturity thereof; or

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(f) The Borrower, any of its Material Subsidiaries or any Material Grantor shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property or the Borrower, any of its Material Subsidiaries or any Material Grantor shall take any corporate action to authorize any of the actions described in this subsection (f); or

(g) Any proceeding shall be instituted against the Borrower, any of its Material Subsidiaries or any Material Grantor seeking to adjudicate it as bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and such proceeding shall remain undismissed or unstayed for a period of 120 days; or

(h) A final judgment or order for the payment of money of at least $75,000,000 shall be rendered against the Borrower or any of its Material Subsidiaries and such judgment or order shall continue unsatisfied and in effect for a period of 30 consecutive days (excluding therefrom any period during which enforcement of such judgment or order shall be stayed, whether by pendency of appeal, posting of adequate security or otherwise); or

(i) Any ERISA Event shall have occurred with respect to a Title IV Plan that results in a Material Adverse Change, and, 30 days after notice thereof shall have been given by the Borrower to the Administrative Agent or any Lender, such ERISA Event shall still exist; or

(j) The Borrower shall own less than 100% of the then outstanding common stock, membership interests or other equity interests of each Material Subsidiary, free and clear of any Liens other than Liens permitted under Section 5.02(a), provided, that (A) the Borrower may dispose of the equity interests in any Material Subsidiary if the Net Proceeds of such Asset Disposition are applied in accordance with Section 2.10(c), and (B) the Borrower may transfer its ownership interests in Constellation Generation pursuant to the EDFI Acquisition; or

(k) This Agreement or any other Credit Document shall fail to be in full force and effect or any Loan Party shall so assert, or any Security Document, after delivery hereunder, shall fail to provide a perfected, first priority Lien to the extent purported to be provided under such Security Document, unless in accordance with the terms hereof or thereof, in a material portion of the Collateral, unless due to any action or inaction by the Administrative Agent, the Collateral Agent or any Lender, or this Agreement or any other Credit Document shall fail to give the Collateral Agent or the Lenders the rights, powers and privileges purported to be created thereby; or

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(l) A Change in Control shall have occurred.

Section 6.02. Remedies.

(a) If any Event of Default shall occur and be continuing, then, and in any such event, (i) the Administrative Agent (A) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances and the LC Banks to issue Letters of Credit to be terminated, whereupon the same shall immediately terminate; and/or (B) shall at the request, or may with the consent, of the required creditors under the Security Documents, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable by the Borrower under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, (ii) any LC Bank may issue a notice to the Borrower for and in accordance with each outstanding Letter of Credit providing that such LC Bank’s obligations under each such Letter of Credit shall terminate on the fifth Business Day following the delivery of such notice, and (iii) and the Collateral Agent shall at the request, or may with the consent, of the Majority Lenders, exercise in respect of any or all Collateral, in addition to the other rights and remedies provided herein, in the Security Documents or otherwise available to the Collateral Agent, all rights and remedies under applicable law of a secured party on default. If any Event of Default described in subsection (f) or (g) of Section 6.01 shall occur and be continuing with respect to any Loan Party, then (A) the obligation of each Lender to make Advances and the obligation of the LC Banks to issue Letters of Credit shall automatically immediately terminate and (B) the Advances, all interest thereon and all other amounts payable by the Borrower under this Agreement shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

(b) Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Section 6.02 shall affect the obligation of the LC Banks to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit; provided, however, that upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Administrative Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the aggregate maximum amount available to be drawn under all Letters of Credit outstanding at such time. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Administrative Agent in its sole discretion. The Borrower hereby grants to the Administrative Agent for the benefit of the Lenders a Lien on, and hereby assigns to the Administrative Agent for the benefit of the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then

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outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may, and, upon the Borrower’s request, shall, apply the amounts then on deposit in the Cash Collateral Account, in such priority as the Administrative Agent shall elect, toward the payment in full of any or all of the Borrower’s obligations hereunder as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Administrative Agent will repay and reassign to the Borrower any cash then on deposit in the Cash Collateral Account and the Lien of the Administrative Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

ARTICLE VII

THE AGENTS

Section 7.01. Authorization and Action.

(a) In order to expedite the transactions contemplated by this Agreement, Wachovia is hereby appointed to act as Administrative Agent on behalf of the Lenders. Each of the Lenders hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions of this Agreement, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Outstanding Credits and all other amounts due to the Lenders under this Agreement, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default of which the Administrative Agent has actual knowledge acquired in connection with its agency under this Agreement; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to the Credit Documents as received by the Administrative Agent and (d) to enter into the Security Documents. The Administrative Agent shall be deemed to have exercised reasonable care in the administration and enforcement of this Agreement if it undertakes such administration and enforcement in a manner substantially equal to that which Wachovia accords credit facilities similar to the credit facility hereunder for which it is the sole lender.

(b) In addition, Wachovia is hereby appointed to act as Collateral Agent on behalf of the Lenders, the Administrative Agent, the LC Banks and the Swingline Lender (the “Secured Parties”). Each Secured Party hereby irrevocably authorizes the Collateral Agent to take such actions on behalf of such Secured Party and to exercise such powers as are specifically delegated to the Collateral Agent by the terms and provisions of this Agreement and the Security Documents, together with such actions and powers as are reasonably incidental thereto. The Collateral Agent is hereby expressly authorized by each Secured Party, without hereby limiting any implied authority, to enter into the Collateral Documents, to hold any or all of the Collateral on behalf of the Secured Parties and to exercise the Secured Parties’ rights in respect of the Collateral at the direction of the Majority Lenders. Before the Collateral Agent acts of refrains

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from acting, it may, in the absence of instructions from the Majority Lenders, require an officers’ certificate of the applicable Loan Party and/or an opinion of counsel satisfactory to the Collateral Agent with respect to the proposed action or inaction. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Whenever in the administration of any Security Document the Collateral shall deem it necessary or desirable that a matter be proved or established prior to taking of suffering or omitting to take any act hereunder or thereunder, such matter (unless other evidence in respect thereof be herein or therein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Collateral Agent, be deemed to be conclusively proved and established by an officers’ certificate delivered to the Collateral Agent, and such certificate, in the absence of gross negligence or bad faith on the part of the Collateral Agent, shall be full warrant to the Collateral Agent for any action taken, suffered or omitted to be taken by it under the provisions of any Security Document upon the faith thereof. The Borrower will pay to the Collateral Agent all fees for the Collateral Agent’s services as may be separately agreed in a Fee Letter described in clause (v) of the definition of such term.

Section 7.02. Agent’s Reliance, Etc.

Neither any Agent nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation in any Credit Document or the contents of any document delivered in connection therewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Credit Document. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of any Credit Document or other instruments or agreements. Each Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Each Agent may deem and treat the Lender that makes any Advance as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Majority Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations under this Agreement or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Loan Party of any of their respective obligations under any Credit Document or in connection therewith. Each Agent may execute any and all duties under any Credit Document by or through agents, sub-agents or employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising under the Credit Documents and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

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Section 7.03. Discretionary Action.

The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Credit Document unless it shall be requested in writing to do so by the Majority Lenders.

Section 7.04. Successor Agents.

Each Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Agent acceptable to the Borrower. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank, and reasonably acceptable to the Borrower, provided that (i) the Borrower shall be deemed to have accepted the appointment of such successor Agent if it shall not have objected to such appointment within five Business Days of notice, sent by overnight courier service, of such appointment by the retiring Agent and (ii) if no successor shall be appointed by the retiring Agent then the Lenders shall perform all such duties and obligations until a successor is appointed and has accepted such appointment. Any resignation by Wachovia, as Administrative Agent pursuant to this Section shall also constitute its resignation as Swingline Lender, and any appointment of a successor Administrative Agent shall also constitute its appointment as Swingline Lender. Upon the acceptance of any appointment as Agent under this Agreement by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent in its capacity as Administrative Agent (and Swingline Lender) or Collateral Agent, as applicable, and the retiring Agent (and Swingline Lender, if applicable) shall be discharged from its duties and obligations under this Agreement. After any Agent’s resignation under this Agreement, the provisions of this Article and Section 8.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent or Swingline Lender, if applicable.

Section 7.05. Agents and Affiliates.

Wachovia and its Affiliates (including, without limitation, Wachovia Capital Markets LLC) may make loans to, accept deposits from and generally engage in any kind of business with the Borrower or any of its Subsidiaries as though such Wachovia were not an Agent hereunder. With respect to the Extensions of Credit made and Letters of Credit issued and all obligations owing to Wachovia or such Person shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include Wachovia in its individual capacity.

Section 7.06. Indemnification.

Each Lender agrees (i) to reimburse each Agent, on demand, in the amount of its pro rata share (based on its Commitments hereunder or, if the Commitments shall have been terminated, the amount of its Outstanding Credits) of any expenses incurred for the benefit of the Lenders in its role as Agent, including counsel fees and compensation of agents paid for services rendered

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on behalf of the Lenders, which shall not have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in any way relating to or arising out of any Credit Document or any action taken or omitted by it under any Credit Document to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to the any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent or any of its directors, officers, employees or agents.

Section 7.07. Bank Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon any Credit Document or any related agreement or any document furnished thereunder.

Section 7.08. Relationship with Lenders.

Neither Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, each Agent shall not have and shall not be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any Agent in deciding to enter into this Agreement, or in taking or not taking any action hereunder.

Section 7.09. Arrangers.

Neither of Wachovia Capital Markets, LLC, Banc of America Securities LLC nor Citigroup Global Markets Inc. by virtue of their designation as “Co-Lead Arrangers and Co-Book Managers” with respect to this Agreement, shall have any duties under any Credit Document.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Notices.

Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by telecopy, as follows:

(a) if to the Borrower, Constellation Energy Group, 750 E. Pratt Street, Baltimore, Maryland 21202, Attention: Jonathan W. Thayer, Chief Financial Officer and Senior Vice President, and Charles A. Berardesco, Senior Vice President and General Counsel;

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(b) if to the Administrative Agent, the Collateral Agent or Wachovia, as LC Bank, to Brian Grinde, Wachovia Bank, National Association, 201 S. College Street, Charlotte, North Carolina 28288, Fax: 704-383-0288; and

(c) if to an initial Lender, to it at its Domestic Lending Office specified opposite its name on Schedule I hereto, and if to any other Lender, to it at its Domestic Lending Office specified in the Lender Assignment and Acceptance pursuant to which it became a Lender.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or electronic/soft medium to such party and received during the normal business hours of such party as provided in this Section or in accordance with the latest unrevoked direction from such party given in accordance with this Section. If such notices and communications are received during the normal business hours of such party, receipt shall be deemed to have been given upon the opening of the recipient’s next Business Day.

Section 8.02. Survival of Agreement.

All covenants, agreements, representations and warranties made by the Borrower in this Agreement and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders and the LC Bank of all Extensions of Credit regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Outstanding Credit or any fee or any other amount payable under this Agreement is outstanding and unpaid or the Commitments have not been terminated.

Section 8.03. Binding Effect.

Upon the Effective Date, this Agreement shall have received copies hereof (telecopied or otherwise) which, when taken together, bear the signature of each Lender, and thereafter shall be binding upon and inure to the benefit of the Borrower, the Lenders and the Agents, the LC Banks and the Swingline Lenders and their respective successors and assigns, except that the Borrower shall not have the right to assign or delegate any rights or obligations hereunder or any interest herein without the prior consent of all the Lenders, except as a consequence of a transaction expressly permitted under Section 5.02(b).

Section 8.04. Successors and Assigns.

(a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any party that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns.

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(b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Extensions of Credit at the time owing to it under such Commitment); provided, however, that (i) the consent of the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund that is an Eligible Assignee or a Federal Reserve Bank, (ii) the consent of the LC Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), (iii) the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the revolving facility, (iv) the consent of the Borrower is not required upon the occurrence and during the continuation of an Event of Default, (v) the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of such Trade Date) shall be in a minimum amount of the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless otherwise agreed by the Borrower and Administrative Agent (which agreement shall not be unreasonably withheld), provided, however that in the case of an assignment (A) of the entire remaining amount of the Lender’s Commitment and the Outstanding Credits at the time owing to it or (B) to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned, (vi) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement, (vii) no such assignment shall be made to the Borrower, any of the Borrower’s Affiliates or Subsidiaries or to a natural person, and (viii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, and the assignor or assignee under each such assignment shall pay to the Administrative Agent an administrative fee of $3,500. Upon acceptance and recording pursuant to Section 8.04(e), from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof unless otherwise agreed by the Administrative Agent (the Borrower to be given reasonable notice of any shorter period), (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party to this Agreement (but shall continue to be entitled to the benefits of Sections 2.12 and 8.05 afforded to such Lender prior to its assignment as well as to any fees accrued for its account hereunder and not yet paid)). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with provision (b)(viii) of this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and

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beneficial owner of the interest being assigned thereby free and clear of any adverse claim, (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any obligations under this Agreement or any other instrument or document furnished pursuant thereto; (iii) such assignor and such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received copies of this Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Agreement are required to be performed by it as a Lender.

(d) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and the principal amount of Outstanding Credits owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each party hereto, at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the processing and recordation fee referred to in subsection (b) above and, if required, the written consent of the Borrower, the Administrative Agent to such assignment, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register.

(f) Each Lender may without the consent of the Borrower or the Administrative Agent sell participations to one or more banks or entities (other than the Borrower, the Borrower’s Affiliates, the Borrower’s Subsidiaries or any natural person) in all or a portion of its rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Outstanding Credits owing to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations, (iii) each participating bank or other entity shall be entitled to the benefit of the cost protection provisions contained in Sections 2.12 and 8.05 and of the tax provision contained in Section 2.17 to the same extent as if

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it were the selling Lender (and limited to the amount that could have been claimed by the selling Lender had it continued to hold the interest of such participating bank or other entity, unless the sale of the participation is made with the Borrower’s prior written consent), except that all claims made pursuant to such Sections shall be made through such selling Lender, (iv) if a participant would be a Non-U.S. Payee if it were a Lender, such participant shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.17(f) as though it were a Lender, and (v) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such selling Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Loan Parties under this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers (x) decreasing any fees payable hereunder or the amount of principal of, or the rate at which interest is payable on, the Outstanding Credits, (y) extending any principal payment date or date fixed for the payment of interest on the Outstanding Credits or (z) extending the Commitments). Such participations shall not create any “security” (as the word “security” is defined under the Securities Act of 1933, as amended) of the Borrower.

(g) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of any such information.

(h) Any Lender may at any time pledge all or any portion of its rights under this Agreement to a Federal Reserve Bank; provided that no such pledge shall release any Lender from its obligations hereunder or substitute any such Bank for such Lender as a party hereto. In order to facilitate such an assignment to a Federal Reserve Bank, the Borrower shall, at the request of the assigning Lender, duly execute and deliver to the assigning Lender a promissory note or notes evidencing the Advances made to the Borrower by the assigning Lender hereunder.

Section 8.05. Expenses; Indemnity.

(a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with entering into this Agreement and the other Credit Documents and in connection with any amendments, modifications or waivers of the provisions thereof (whether or not the transactions hereby contemplated are consummated), or incurred by the Administrative Agent or any Lender in connection with the enforcement of their rights in connection with the Credit Documents or in connection with the Extensions of Credit made hereunder, including the reasonable fees and disbursements of counsel for the Administrative Agent and, in the case of enforcement following an Event of Default, counsel for the Lenders.

(b) The Borrower agrees to indemnify each Lender against any loss, calculated in accordance with the next sentence, or reasonable expense that such Lender may sustain or incur as a consequence of (i) any failure by the Borrower to borrow or to Convert any Advance

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hereunder (including as a result of the Borrower’s failure to fulfill any of the applicable conditions set forth in Article III) after irrevocable notice of such borrowing or Conversion has been given pursuant to Section 2.03, (ii) any payment, prepayment or Conversion, or assignment of a Eurodollar Advance, LMIR Advance or Base Rate Advance of the Borrower required by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period, if any, applicable thereto, or (iii) any default in payment or prepayment of the principal amount of any Outstanding Credit or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity or otherwise) or (iv) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred by such Lender in liquidating or employing deposits from third parties, or with respect to commitments made or obligations undertaken with third parties, to effect or maintain any Advance hereunder or any part thereof as a Eurodollar Advance, LMIR Advance or a Base Rate Advance. Such loss shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Advance being paid, prepaid, Converted or not borrowed (assumed to be, as applicable, the Eurodollar Rate or the Base Rate applicable thereto) for the period from the date of such payment, prepayment or failure to borrow or Convert to the last day of the Interest Period for such Extension of Credit (or, in the case of a failure to borrow or Convert the Interest Period for such Extension of Credit that would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in re-employing the funds so paid, prepaid or not borrowed or Converted for such period or Interest Period, as the case may be.

(c) The Borrower agrees to indemnify the Administrative Agent, each Lender, each of their Affiliates (including, in the case of Wachovia, Wachovia Capital Markets LLC) and the directors, officers, employees, advisors, attorneys-in-fact and agents of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses, including reasonable counsel fees and expenses, incurred by any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Extensions of Credit, (iii) any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement, (iv) the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon, or under any property of the Borrower or any of its Affiliates or (B) by or on behalf of the Borrower or any of its Affiliates at any time and in any place, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that the Borrower agrees that it will not, nor will it permit any Subsidiary to, without the prior written consent of each Indemnitee (such consent not to be unreasonably withheld), settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 8.05(c) (whether or not any Indemnitee is an actual or potential party to such claim, action, suit or proceeding), if such settlement, compromise or consent includes any

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statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee or involves any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

(d) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the termination of the Commitments, the repayment of any of the Outstanding Credits, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

(e) Three Business Days prior to the date on which any amount or amounts due under this Section are payable in accordance with a demand from a Lender or the Administrative Agent for such amount or amounts, such Lender or the Administrative Agent will cause to be delivered to the Borrower a certificate, which shall be conclusive absent manifest error, setting forth any amount or amounts that such person is entitled to receive pursuant to subsection (b) of this Section and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined.

Section 8.06. Right of Setoff.

If (i) an Event of Default shall have occurred and be continuing and (ii) the request shall have been made or the consent granted by the Majority Lenders as specified by Section 6.02 to authorize the Administrative Agent to declare the Extensions of Credit of the Borrower due and payable pursuant to the provisions of Section 6.02, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower, irrespective of whether or not such Lender shall have made any demand under this Agreement, and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 8.07. Applicable Law.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 8.08. Waivers; Amendment.

(a) No failure or delay of the Administrative Agent or any Lender in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders under this Agreement are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by

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subsection (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any Subsidiary in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b) No provision of this Agreement may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent with the consent of the Majority Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Outstanding Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Outstanding Credit, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment of any Lender, decrease the fees owing to any Lender or postpone the payment of any fee owing to any Lender without the prior written consent of such Lender, (iii) amend, waive or modify the provisions of Section 2.14, Section 2.15 or Section 8.04(h), the provisions of this Section or the definition of the “Majority Lenders”, without the prior written consent of each Lender, (iv) release or permit the transfer of the obligations of the Borrower hereunder without the prior written consent of each Lender, except as permitted by Section 5.02(b) or (v) change the definition of LC Committed Amount without the prior written consent of the LC Bank (which consent shall not be unreasonably withheld); provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the LC Bank hereunder without the prior written consent of the Administrative Agent or the LC Bank, as the case may be, provided, further that this Agreement may be amended and restated without the consent of any Lender, any LC Bank, or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, LC Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender, such LC Bank or the Administrative Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder.

Section 8.09. ENTIRE AGREEMENT.

THIS AGREEMENT (INCLUDING THE SCHEDULES AND EXHIBITS HERETO), THE NOTES, THE LETTERS OF CREDIT AND THE FEE LETTER (COLLECTIVELY, THE “AGREEMENT DOCUMENTS”) REPRESENT THE ENTIRE CONTRACT AMONG THE PARTIES RELATIVE TO THE SUBJECT MATTER HEREOF AND THEREOF. ANY PREVIOUS AGREEMENT, WHETHER WRITTEN OR ORAL, AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF OR THEREOF IS SUPERSEDED BY THE AGREEMENT DOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NOTHING IN THIS AGREEMENT OR THE FEE LETTERS, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN THE PARTIES HERETO AND THERETO ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THE AGREEMENT DOCUMENTS.

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Section 8.10. Severability.

In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 8.11. Counterparts/Telecopy.

This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 8.03. Delivery of executed counterparts by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered.

Section 8.12. Headings.

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 8.13. Jurisdiction; Venue; Waiver of Jury Trial.

(a) The Borrower, the Administrative Agent and each Lender hereby irrevocably and unconditionally submits to the nonexclusive jurisdiction of any Federal court, to the extent permitted by law, of the United States of America sitting in the borough of Manhattan in New York City or, if such Federal court is not available due to lack of jurisdiction, any New York State court sitting in the borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Federal Court, to the extent permitted by law, or in such New York State court. The Borrower, the Administrative Agent and each Lender each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to the foregoing and to subsection (b) below, nothing in this Agreement shall affect any right that any party thereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party thereto in the courts of any jurisdiction.

(b) The Borrower and each Lender each hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. The Borrower and each Lender each hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(c) THE BORROWER, THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH LC BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, THE LENDERS, THE LC BANKS AND THE BORROWER ENTERING INTO THIS AGREEMENT.

Section 8.14. Confidentiality.

(a) Each Lender shall hold in confidence all non-public, confidential or proprietary information, memoranda, or extracts furnished to such Lender (directly or through the Administrative Agent) by the Borrower under this Agreement or in connection with the negotiation thereof; provided that such Lender may disclose any such information, memoranda or extracts (i) (A) to its directors, officers, employees, agents, auditors, attorneys, consultants and advisors and, (B) to the extent necessary for the administration of this Agreement, to its Affiliates and the directors, officers and employees of its Affiliates, (ii) to any regulatory or supervisory authority having authority to examine such Lender or such Lender’s Affiliates, (iii) as required by any legal or governmental process or otherwise by law (with such Lender providing details, to the extent permitted by law, to the Borrower of the information, memoranda or extracts disclosed pursuant to this clause (iii)), (iv) to any Person to which such Lender sells or proposes to sell an assignment or a participation in its Outstanding Credits hereunder, if such other Person agrees for the benefit of the Borrower to comply with the provisions of this Section and (v) to the extent that such information, memoranda or extracts shall be publicly available or shall have become known to such Lender independently of any disclosure by the Borrower under this Agreement or in connection with the negotiation thereof. Any Lender disclosing information, memoranda or extracts pursuant to clause (i) or (iv) of this Section 8.14 will take reasonable steps to ensure that the persons receiving such information, memoranda or extracts pursuant to such Sections will hold the same in confidence in accordance with this Section 8.14. To the extent possible, any Lender disclosing information, memoranda or extracts pursuant to clause (ii) or (iii) of this Section 8.14 will take reasonable steps to ensure that the persons receiving such information, memoranda or extracts pursuant to such Sections will hold the same in confidence in accordance with this Section 8.14.

(b) Notwithstanding the foregoing, any Lender may disclose the provisions of this Agreement and the amounts, maturities and interest rates of its Outstanding Credits to any purchaser or potential purchaser of such Lender’s interest in any Outstanding Credits. Notwithstanding anything to the contrary in this Agreement, each party hereto shall not be limited from disclosing the US tax treatment or US tax structure of the transactions contemplated by this Agreement. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that, pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.

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Section 8.15. EDFI Transactions.

The Lenders confirm and agree that the consummation of the EDFI Transactions subject to the terms and conditions hereof (i) are permitted under this Agreement and the other Credit Documents, (ii) do not constitute an Unmatured Default and (iii) do not constitute a Prepayment Event. The Lenders further agree that the Collateral and related guaranties, if applicable, will be released from the Liens of the Security Documents upon the sale of such Collateral pursuant to the EDFI Put Options or the EDFI Acquisition.

[Signatures to Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

CONSTELLATION ENERGY GROUP, INC., as Borrower
By	/s/  Jonathan W. Thayer
Name:	Jonathan W. Thayer
Title:	Senior Vice President and Chief Financial Officer

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-1

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
By	/s/  Frederick W. Price
Name:	Frederick W. Price
Title:	Managing Director

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-2

WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender
By	/s/  Frederick W. Price
Name:	Frederick W. Price
Title:	Managing Director

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-3

WACHOVIA BANK, NATIONAL ASSOCIATION, as Collateral Agent
By	/s/  Frederick W. Price
Name:	Frederick W. Price
Title:	Managing Director

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-4

CITIBANK, N.A., as Lender
By	/s/  J. Nicholas McKee
Name:	J. Nicholas McKee
Title:	Vice President and Managing Director

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-5

BANK OF AMERICA, N.A., as Lender
By	/s/  Patrick N. Martin
Name:	Patrick N. Martin
Title:	Vice President

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-6

BARCLAYS BANK PLC, as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-7

THE ROYAL BANK OF SCOTLAND PLC, as Lender
By	/s/  Grant Matthews
Name:	Grant Matthews
Title:	Managing Director

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-8

BNP PARIBAS, as Lender
By	/s/  Denis O’Meara
Name:	Denis O’Meara
Title:	Managing Director
By	/s/  Ravina Advani
Name:	Ravina Advani
Title:	Vice President

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-9

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Lender
By	/s/  James Morgan
Name:	James Morgan
Title:	Managing Director

By	/s/  Rianka Mohan
Name:	Rianka Mohan
Title:	Vice President

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-10

DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
By	/s/  Marcus Tarkington
Name:	Marcus Tarkington
Title:	Director
By	/s/  Rainer Meier
Name:	Rainer Meier
Title:	Vice President

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-11

JPMORGAN CHASE BANK, N.A., as Lender
By	/s/  Juan J. Javellana
Name:	Juan J. Javellana
Title:	Vice President

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-12

MORGAN STANLEY BANK, as Lender
By	/s/  Melissa James
Name:	Melissa James
Title:	Authorized Signatory

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-13

WILLIAM STREET COMMITMENT CORPORATION, as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-14

THE BANK OF NOVA SCOTIA, as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-15

CALYON, NEW YORK BRANCH, as Lender
By	/s/  Sharada Manne
Name:	Sharada Manne
Title:	Director
By	/s/  Michael D. Willis
Name:	Michael D. Willis
Title:	Director

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-16

MERRILL LYNCH BANK USA, as Lender
By	/s/  David Millett
Name:	David Millett
Title:	Vice President

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-17

UBS LOAN FINANCE LLC, as Lender
By	/s/  Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director
By	/s/  Mary E. Evans
Name:	Mary E. Evans
Title:	Associate Director

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-18

MANUFACTURERS AND TRADERS TRUST COMPANY, as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-19

LEHMAN BROTHERS BANK, FSB,

as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-20

SUMITOMO MITSUI BANKING CORPORATION,

as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-21

UNION BANK OF CALIFORNIA, N.A.,

as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-22

PNC BANK, NATIONAL ASSOCIATION,

as Lender

By

Name:

Title:

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-23

ABN AMRO BANK N.V., as Lender
By	/s/  R. Scott Donaldson
Name:	R. Scott Donaldson
Title:	Director
By	/s/  Todd Vaubel
Name:	Todd Vaubel
Title:	Vice President

Signature Page to Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

S-24

SCHEDULE I

LENDERS AND COMMITMENTS

Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

Name of Lender	Commitment	Domestic Lending Office	Eurodollar Lending Office
Wachovia Bank, N.A.	$305,000,000	301 South College Street, 6th Floor Charlotte, NC 28288 Attn: Rick Price	Same as Domestic Lending Office
Bank of America, N.A.	$305,000,000	901 Main Street TX1-492-14-12 Dallas, TX 75202-3714 Attn: Jackie Archuleta Tel: 214-209-2135 Fax: 214-290-8372 Email: Jacqueline.archuleta@bankofamerica.com	Same as Domestic Lending Office
Citibank, N.A.	$305,000,000	Two Penns Way, Ste. 200 New Caste, DE 19720 Attn: Bank Loan Syndications	Same as Domestic Lending Office
Barclays Bank PLC	$225,000,000	200 Park Avenue 4th Floor New York, NY 10166 Attn: Patrizia Calabro Tel: 212-412-1941 Fax: 212-412-7511 Email: patrizia.calabro@barcap.com	Same as Domestic Lending Office
The Royal Bank of Scotland PLC	$225,000,000	101 Park Avenue 12th Floor New York, NY 10178	Same as Domestic Lending Office
BNP Paribas	$225,000,000	919 Third Avenue New York, New York 10022	Same as Domestic Lending Office
Credit Suisse, Cayman Islands Branch	$225,000,000	Eleven Madison Avenue New York, NY 10010 Attn: Sarah Wu Tel: 212-325-5813 Fax: 212-325-8321	Same as Domestic Lending Office

Deutsche Bank AG New York Branch	$225,000,000	90 Hudson St., Floor 1 Jersey City, NJ 07302 Attn: Ann-Renee Denora/Joe Cusmai Tel: 201-593-2121/-2202 Fax: 201-593-2313 Email: ann-renee.denora@db.com/ joe.cusmai@db.com	Same as Domestic Lending Office
JPMorgan Chase Bank, N.A.	$225,000,000	JPMorgan Chase Bank, N.A. JPMorgan Loan Services 1111 Fannin Street, 10th Floor Houston, TX 77002 Attn: Dilip Saha Phone: 713-374-6096 Fax: 713-750-2932 Email: Dilip.K.Saha@jpmchase.com	Same as Domestic Lending Office
Morgan Stanley Bank	$225,000,000	1633 Broadway, 25th Floor New York, NY 10019 Attn: Larry Benison/Min Jo Tel: 212-537-1439/-1381 Fax: 212-537-1867/-1866 Email: Larry.Benison@morganstanley.com/ Min.Jo@morganstanley.com	Same as Domestic Lending Office
William Street Commitment Corporation	$225,000,000	85 Broad Street, 6th Floor New York, NY 10004	Same as Domestic Lending Office
The Bank of Nova Scotia	$225,000,000	1 Liberty Plaza New York, NY 10006 Attn: Pier Griffith Tel: 212-225-5084 Fax: 212-225-5145 Email: pier_griffith@scotiacapital.com	Same as Domestic Lending Office
Calyon, New York Branch	$150,000,000	1301 Avenue of the Americas New York, New York 10019 Attn: Gener David Phone: 212-261-7741 Fax: 917-849-5440 E-Mail: gener.david@us.calyon.com	Same as Domestic Lending Office
Merrill Lynch Bank USA	$150,000,000	15 West South Temple, Suite 300 Salt Lake City, Utah 84101	Same as Domestic Lending Office
UBS Loan Finance LLC	$150,000,000	677 Washington Boulevard Stamford, CT 06901	Same as Domestic Lending Office

I-2

Manufacturers and Traders Trust Company	$115,000,000	M&T Center One Fountain Plaza Buffalo, NY 14204 Attn: Melissa McCaffery Tel: 716-848-3575 Fax: 716-848-7881	Same as Domestic Lending Office
Lehman Brothers Bank, FSB	$110,000,000	745 Seventh Avenue, 16th Floor New York, NY 10019 Attn: Michael Herr Tel: 212-526-6560 Fax: 212-520-0450	Same as Domestic Lending Office
Sumitomo Mitsui Banking Corporation	$100,000,000	13-5611820 277 Park Avenue New York, NY 10172 Attn: Leesha Thomas Phone: 212-224-4382 Fax: 212-224-5197	Same as Domestic Lending Office
Union Bank of California, N.A.	$85,000,000	601 Potrero Grande Drive Monterey Park, CA 91754	Same as Domestic Lending Office
PNC Bank, National Association	$35,000,000	500 First Avenue Pittsburgh, PA 15219	Same as Domestic Lending Office
ABN AMRO Bank N.V.	$15,000,000	540 West Madison Street, Suite 2621 Chicago, Illinois 60661	Same as Domestic Lending Office
AGGREGATE COMMITMENTS:			$3,850,000,000

I-3

SCHEDULE II

COLLATERAL ASSETS

(a) In the case of each generating plant listed below that is a wholly-owned Subsidiary of the Borrower, substantially all real and personal property and substantially all other assets, rights and interests, including, without limitation, machinery, equipment, inventory, furniture, permits, material contracts and leases, books and records, prepaid expenses, emission allowances, intellectual property and licenses, used in connection with the following generating plants, and all equity interests in each special purpose entity that owns or holds such property and assets, in each case owned by the Borrower or any of its wholly-owned Subsidiaries, subject to such exceptions as are agreed by the Borrower and the Administrative Agent. In the case of each generating plant listed below that is not a wholly-owned Subsidiary of the Borrower, the only security requirement shall be a pledge of the equity interests in each special purpose entity that owns or holds such property and assets that is owned by the Borrower or any of its wholly owned Subsidiaries.

Notwithstanding anything to the contrary, the collateral shall exclude the following: (i) motor vehicles and other assets subject to certificates of title, (ii) pledges and security interests prohibited or (to the extent) limited by law or contractual provisions (including permitted liens, leases and licenses) or would otherwise result in termination or any forfeiture under any contract, or would result in adverse tax consequences (other than prohibitions overridden by the UCC), (iii) assets requiring perfection through control agreements (e.g., to the extent required in the relevant jurisdiction for deposit accounts, investment property, etc.), (iv) equity interests in joint ventures, to the extent a pledge thereof would violate or require the consent of a counterparty under the relevant joint venture arrangements, (v) business interruption insurance proceeds, and (vi) those properties and assets as to which the Administrative Agent reasonably determines that the costs of obtaining such security interest or perfection thereof are excessive in relation to the practical benefit to the Lenders of the security interest to be afforded thereby. The foregoing described in clauses (i) through (vi) are, collectively, the “Excluded Assets”.

In addition, the requirements of the Borrower to provide the collateral described in this Schedule II shall be subject to the following agreed security principles:

(a) The security documents should not operate so as to prevent transactions which are permitted under the Credit Agreement or to require additional consents or authorizations;

(b) The security documents will permit disposals of assets where such disposal is permitted under the Credit Agreement and will include assurances for the Collateral Agent to do all things reasonably requested to release security in respect of the assets the subject of such disposal; and

(c) The Administrative Agent will work with the Borrower to minimize the cost to the Borrower and the other Loan Parties granting the security and shall ensure that in all events the costs are not disproportionate to the benefit to be obtained by the Lenders.

(d) In no event shall any Loan Party be obligated to grant a security interest in, any of such Loan Party’s rights or interests in or under, any license, contract, permit, intellectual

property, instrument, security or franchise to which such Loan Party is a party or any of its rights or interests thereunder to the extent that such a grant would, under the terms of such license, contract, permit, intellectual property, instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, instrument, security or franchise.

Brandon Shores

Wagner 2&3

Herbert Wagner Oil

PJM-South CTs

Gould Street - Riverside

Rio Bravo Jasmin

Rio Bravo Poso

Rio Bravo Rocklin & Chinese Station

Rio Bravo Fresno

SEGS IV, V, VI

Mammoth Pacific 1, 2, 3

Malacha

Soda Lake 1 and 2

PLES 1

Fontana/Visalia Solar

Handsome Lake

Perryman 51

ACE Cogeneration

Panther Creek / Colver Power

Sunnyside Cogeneration

Keystone

II-2

Conemaugh

C.P. Crane

Safe Harbor

West Valley

Alberta

2. All membership interests in Constellation Generation owned directly or indirectly by the Borrower

II-3

SCHEDULE III

EDFI TRANSACTION DOCUMENTS

Constellation Energy Group, Inc.

Second Amended and Restated Credit Agreement

1. EDFI Master Put and Purchase Agreement

2. EDFI Stock Purchase Agreement

3. Form of Asset Purchase Agreement, by and between [Constellation Entity], as Seller and [EDF Development Inc.], as Purchaser, in the form delivered pursuant to Section 3.01

4. Articles Supplementary

5. Payment Guaranty, dated as of December 17, 2008, made by EDFI, as Guarantor, in favor of the Borrower

6. Amended and Restated Investor Agreement, dated as of December 17, 2008, amending and restating the Investor Agreement, dated as of July 20, 2007, by and between EDFI and the Borrower

7. Investor Rights Agreement, dated as of December 17, 2008, by and between the Borrower, as the Company, and EDF Development Inc., as the Investor

8. Form of Senior Promissory Note issued by Constellation Energy Group, Inc. to an Initial Holder, in the form delivered pursuant to Section 3.01

9. Form of Second Amended and Restated Operating Agreement of Constellation Generation, dated as of December 17, 2008, in the form delivered pursuant to Section 3.01.

10. Documents evidencing the EDFI Facility

EXHIBIT A

Form of Assignment and Acceptance

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Second 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”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as LC Bank, and Wachovia, as collateral agent thereunder. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The Assignor identified on Schedule l hereto (the “Assignor”) and the Assignee identified on Schedule l hereto (the “Assignee”) agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), (i) the interest described in Schedule 1 hereto in and to the Assignor’s interests, rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto, in a principal amount as set forth on Schedule 1 hereto and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor against any Person whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).

2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any Credit Document and (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant thereto or any collateral thereunder; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other obligor or the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other obligor of any of

their respective obligations under the Credit Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; and (d) attaches any Notes held by it evidencing the Assigned Interest and (i) requests that the Administrative Agent, upon request by the Assignee, exchange the attached Notes for a new Note or Notes payable to the Assignee and (ii) if the Assignor has retained any interest under the Credit Agreement, requests that the Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

3. The Assignee represents and warrants that (a) it has power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; (b) it meets all the requirements to be an assignee under Section 8.04(b)(i) and (iv) of the Credit Agreement (subject to such consents, if any, as may be required under Section 8.04(b)(i) of the Credit Agreement; (c) it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.03 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (d) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type; (e) if it is a Non-U.S. Payee, attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; (f) it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (g) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (h) it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

4. The effective date of this Assignment and Acceptance shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of execution of this Assignment and Acceptance).

5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) [to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to

A-2

the Effective Date] [to the Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.]

6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent of the interest assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

The Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

A-3

Schedule 1

to Exhibit A

Schedule 1

to Assignment and Acceptance

Name of Assignor:                                         

Name of Assignee:                                         

Effective Date of Assignment:                                         

[Trade Date:                                         ] ¹

Principal Amount Assigned	Commitment Percentage Assigned
$	/            %

[Name of Assignee]:	[Name of Assignor]:
By	By
Name:	Name:
Title:	Title:
Accepted: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent	Consented to: CONSTELLATION ENERGY GROUP, INC.
By	By
Name:	Name:
Title:	Title:

¹ To be completed if the Assignor(s) and the Assignee(s) intend that the Principal Amount Assigned is to be determined as of the Trade Date.

EXHIBIT B

Form of Borrowing Request

Wachovia Bank, National Association, as

administrative agent for the lenders parties

to the Credit Agreement referred to below

191 Peachtree St.

Atlanta, Georgia 30303

Attention: Loan Administration

Reference is hereby made to the Second 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”), WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as LC Bank, and Wachovia, as collateral agent thereunder. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined.

The Borrower hereby gives notice to the Administrative Agent that Borrowings under the Credit Agreement, and of the type and amount set forth below, are requested to be made on the date indicated below to the Borrower:

Type of Borrowings	Interest Period	Aggregate Amount	Date of Borrowings
Base Rate Borrowing	N/A
Swingline Advance	N/A
Eurodollar Borrowing

The Borrower hereby requests that the proceeds of the Borrowings described in this Borrowing Request be made available to the Borrower as follows:

[insert transmittal instructions].

The Borrower hereby (i) certifies that all conditions contained in the Credit Agreement to the making of any Borrowing requested have been met or satisfied in full and (ii) acknowledges that the delivery of this Borrowing Request shall constitute a representation and warranty by the Borrower that, on the date of the proposed Borrowing, the statements contained in Section 3.02 of the Credit Agreement are true and correct.

CONSTELLATION ENERGY GROUP, INC.

By

Name:

Title:

DATE:                     

B-2

EXHIBIT C

Form of Request for Issuance

Wachovia Bank, National Association, as

administrative agent for the lenders parties

to the Credit Agreement referred to below

191 Peachtree St.

Atlanta, Georgia 30303

Attention: Bank Loan Syndications

[Date]

Ladies and Gentlemen:

The undersigned, Constellation Energy Group, Inc. (the “Borrower”), refers to the Second 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”), WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as LC Bank, and Wachovia, as collateral agent thereunder, and hereby gives you notice, pursuant to Section 2.04 of the Credit Agreement, that the Borrower hereby requests the issuance of a Letter of Credit (the “Requested Letter of Credit”) in accordance with the following terms:

(i) the requested date of [issuance] [extension] [modification] [amendment] of the Requested Letter of Credit (which is a Business Day) is                     ;

(ii) the expiration date of the Requested Letter of Credit requested hereby is                     ;¹

(iii) the proposed stated amount of the Requested Letter of Credit is                     ;

(iv) the beneficiary of the Requested Letter of Credit is: [insert name and address of beneficiary]; and

(v) the conditions under which a drawing may be made under the Requested Letter of Credit are as follows:                     .

¹ Date may not be later than the fifth Business Day preceding the Termination Date.

Attached hereto as Exhibit A is a consent to this requested [amendment] [modification] executed by the beneficiary of the Letter of Credit.²

Upon the issuance of the Letter of Credit by the LC Bank in response to this request, the Borrower shall be deemed to have represented and warranted that the applicable conditions to an issuance of a Letter of Credit that are specified in Section 3.02 of the Credit Agreement have been satisfied.

CONSTELLATION ENERGY GROUP, INC.

By

Name:

Title:

² Include this paragraph only if request is for modification or amendment of the Letter of Credit.

C-2

EXHIBIT D

Form of Notice of Conversion

Wachovia Bank, National Association, as

administrative agent for the lenders parties

to the Credit Agreement referred to below

191 Peachtree St.

Atlanta, Georgia 30303

Attention: Loan Administration

[Date]

Ladies and Gentlemen:

The undersigned, Constellation Energy Group, Inc., refers to the Second 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”), WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as LC Bank, and Wachovia, as collateral agent thereunder, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement, that the undersigned hereby requests a Conversion under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion (the “Proposed Conversion”) as required by Section 2.03 of the Credit Agreement:

1. The Business Day of the Proposed Conversion is             , 200    .

2. The Type of Advances comprising the Proposed Conversion is [Base Rate Advances] [Eurodollar Advances].

3. The aggregate amount of the Proposed Conversion is $            .

4. The Type of Advances to which such Advances are proposed to be Converted is [Base Rate Advances] [Eurodollar Advances].

(i) The Interest Period for each Advance made as part of the Proposed Conversion is ___ month(s).¹

¹ Delete for Base Rate Advances

The undersigned hereby represents and warrants that on the date hereof, and on the date of the Proposed Conversion, the Borrower’s request for the Proposed Conversion is, and will be, made in compliance with Section 2.03 of the Credit Agreement.

Very truly yours,

CONSTELLATION ENERGY GROUP, INC.

By

Name:

Title:

D-2

EXHIBIT E

Form of Opinion of Counsel to the Loan Parties

[TO BE PROVIDED]

EXHIBIT F

Form of Compliance Certificate

COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered to you pursuant to Section 5.03(b) of the Second 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”), WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as LC Bank, and Wachovia, as collateral agent thereunder. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined.

1. I am the duly elected, qualified and acting [Chief Financial Officer] [Treasurer] of the Borrower.

2. I have reviewed and am familiar with the contents of this Certificate.

3. Attached hereto as Attachment 1 (the “Financial Statements”) are the financial statements required to be delivered under Section 5.03(b) which I certify as having been prepared in accordance with generally accepted accounting principles consistently applied [except as set forth below] and subject to changes resulting from year end adjustments. As of the date of this Certificate I have no knowledge of the existence, of any condition or event which constitutes an Unmatured Default or an Event of Default that has occurred and is continuing[, except as set forth below].

4. Attached hereto as Attachment 2 are the computations showing compliance with the covenant set forth in Section 5.04 of the Credit Agreement.

IN WITNESS WHEREOF, I execute this Certificate this      day of                     , 20    .

CONSTELLATION ENERGY GROUP, INC.

By

Name:

Title:

Attachment 1

to Exhibit F

[Set forth Financial Statements]

Attachment 2

to Exhibit F

The information described herein is as of                     , 20    , and pertains to the period from                     , 20     to                     , 20    .

[Set forth Covenant Calculation]

F-3

EXHIBIT G

Form of Solvency Certificate

SOLVENCY CERTIFICATE

THIS SOLVENCY CERTIFICATE (this “Certificate”) is delivered to you pursuant to Section 3.01(c) of the Second Amended and Restated Credit Agreement, dated as of December 17, 2008 (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 WACHOVIA BANK NATIONALASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined.

The undersigned hereby certifies, to the best of his knowledge and belief and in his representative capacity on behalf of the Borrower, and not in any individual capacity, to the Administrative Agent and each Lender that, as of                     , 20    , the Borrower is, and on and after the consummation of the transactions contemplated by the Credit Agreement and the EDEFI Transactions will be, Solvent.

CONSTELLATION ENERGY GROUP, INC.
By
	Jonathan W. Thayer
	Chief Financial Officer and Senior Vice President

EX-10.7

Exhibit 10.7

AMENDED AND RESTATED INVESTOR AGREEMENT

THIS AMENDED AND RESTATED INVESTOR AGREEMENT (this “Agreement”) is made and entered into on the 17^th 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”);

W I T N E S S E T H:

WHEREAS, in connection with previous joint venture discussions and as a condition to such discussions, an affiliate of EDFI and Constellation entered into a non-disclosure agreement, dated as of February 26, 2007 (the “Nondisclosure Agreement”);

WHEREAS, in connection with such discussions, EDFI and Constellation, through their respective affiliates, entered into a joint venture to participate in the development, ownership and operation of new nuclear projects in the United States and Canada and related activities (the “UniStar Joint Venture”) and are concurrently herewith executing a transaction document pursuant to which, upon consummation thereof, EDFI and Constellation will form a new joint venture to own and operate the existing nuclear-powered generation facilities of Constellation (the “Nuclear Joint Venture”);

WHEREAS, in connection with the UniStar Joint Venture, EDFI has acquired beneficial ownership of 16,964,095 outstanding shares of Constellation common stock, without par value (the “Constellation Stock”) and EDFI and Constellation entered into that certain Investor Agreement, dated as of July 20, 2007 (the “Original Agreement”);

WHEREAS, under the terms of the Nuclear Joint Venture, an affiliate of EDFI is agreeing to acquire, upon the terms and subject to the conditions contained in the transaction documents related to the Nuclear Joint Venture, 50% of the membership interests (the “Designated Interest”) in Constellation Energy Nuclear Group, LLC (“CENG”); and

WHEREAS, in connection with the execution of the transaction documents related to the Nuclear Joint Venture, EDFI and Constellation have agreed to amend and restate the Original Agreement in its entirety on the terms set forth herein.

NOW, THEREFORE, for and in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, it is covenanted and agreed as follows:

ARTICLE I

REPRESENTATIONS

Section 1.1 Representations of Constellation. Constellation hereby represents and warrants to EDFI as follows:

(a) Constellation has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Constellation have been duly and validly authorized by all necessary corporate action of Constellation, and no other corporate proceedings on the part of Constellation are necessary to authorize this Agreement or the performance by Constellation of its obligations hereunder.

(b) This Agreement has been duly and validly executed and delivered by Constellation and, assuming the due authorization, execution and delivery hereof by EDFI, constitutes a legal, valid and binding obligation of Constellation enforceable against Constellation in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

(c) The execution, delivery and performance of this Agreement by Constellation do not and will not conflict with or violate (i) the articles of incorporation or bylaws of Constellation, or (ii) any law, ordinance, rule, or regulation applicable to Constellation.

Section 1.2 Representations of EDFI. EDFI hereby represents and warrants to Constellation as follows:

(a) EDFI has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by EDFI have been duly and validly authorized by all necessary corporate action of EDFI, and no other corporate proceedings on the part of EDFI are necessary to authorize this Agreement or the performance by EDFI of its obligations hereunder.

(b) This Agreement has been duly and validly executed and delivered by EDFI and, assuming the due authorization, execution and delivery hereof by Constellation, constitutes a legal, valid and binding obligation of EDFI enforceable against EDFI in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

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(c) The execution, delivery and performance of this Agreement by EDFI do not and will not conflict with or violate (i) the governing documents of EDFI, or (ii) any law, ordinance, rule, or regulation applicable to EDFI.

(d) EDFI, each of its subsidiaries and, to the best of its knowledge, each of its controlled affiliates (EDFI, its subsidiaries and controlled affiliates, collectively, the “EDFI Group”), as of the date hereof, are the beneficial owners (determined as hereinafter provided) of 16,964,095 shares of Constellation Stock (which number does not include any investments made or managed by outside asset managers with EDFI funds relating to contingent nuclear liabilities, whether such investments have previously been made or are made in the future (any such investments whenever made are hereinafter referred to as, “Permitted EDFI Investments”)). EDFI has no control over the funds used by the asset managers to make Permitted EDFI Investments. For purposes of this Agreement, “controlled affiliate” shall mean any entity for which EDFI Group would have the ability to direct the acquisition, disposition or voting of Constellation Stock.

ARTICLE II

ACQUISITIONS AND DISPOSITIONS OF CONSTELLATION STOCK

Section 2.1 Acquisition of Constellation Stock. Until the expiration of the Term (as that term is defined herein) of the Agreement, EDFI or any member of the EDFI Group shall be permitted to acquire and hold shares of Constellation Stock in the aggregate, of no more than 9.9% of the issued and outstanding shares of Constellation Stock; provided, that (i) all such purchases made under this Section 2.1 shall be done in such a manner as is consistent with then current professional practices for the acquisition of shares of public companies, and (ii) if after the date of the execution of this Agreement EDFI acquires a subsidiary or controlled affiliate which owns Constellation Stock, EDFI shall have sixty days to divest such Constellation Stock (and during such sixty-day period (i) such Constellation Stock shall not be included in any calculations under this Section 2.1 and (ii) such sales shall not be subject to the limitations set forth in Section 2.3).

Section 2.2 Standstill.

(a) Except as otherwise provided herein, until the expiration of the Term of this Agreement, without the prior written consent of Constellation, EDFI shall not, and shall cause each member of the EDFI Group not to, singly or as part of a group, directly or indirectly:

(i) acquire or propose to acquire (other than as a result of a stock split, stock dividend or other recapitalization of Constellation) beneficial ownership of any equity securities of Constellation (“Equity Securities”) or any rights to directly or indirectly acquire any Equity Securities, except as contemplated by Section 2.1;

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(ii) participate in any solicitation of proxies or become a participant in any election contest with respect to Constellation;

(iii) seek, or offer or make any proposal to Constellation, its representatives or any shareholder of Constellation, or otherwise make any public announcement with respect to, (1) any merger of Constellation, consolidation or sale of all or substantially all of the assets of Constellation, or a majority of the outstanding shares of Constellation Stock, or any other form of business combination involving Constellation, (2) any form of restructuring, recapitalization, liquidation or similar transaction involving Constellation, or (3) any proposal or other statement inconsistent with the terms of this Section 2.2, except as specifically contemplated by the terms of this Agreement or the agreements governing the UniStar Joint Venture or the Nuclear Joint Venture;

(iv) join with any other parties to form a “group” with respect to Constellation Stock, as determined pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended;

(v) otherwise act, alone or in concert with others, to seek or offer to control or influence, in any manner, the management, board of directors or policies of Constellation, except as otherwise contemplated by the terms of this Agreement or the agreements governing the UniStar Joint Venture or the Nuclear Joint Venture (including the investment in the Series B preferred stock of Constellation); or

(vi) enter into any agreement, disclose any intention or knowingly advise, assist or encourage any other person to do any of the above.

Notwithstanding anything to the contrary in this Agreement, EDFI or any other member of the EDFI Group may participate in any tender or exchange offer for Constellation Stock as a seller or, subject to Section 3.3, vote any securities owned by it at any special meeting of the holders of Constellation Stock to consider any such business combination transaction. Notwithstanding anything in Section 2.2 that may limit any communication or public announcement by EDFI, EDFI shall be permitted to make any communication and public announcement regarding the operation of, and its ownership interest in, the Nuclear Joint Venture, subject only to the restrictions, if any, on communications and confidentiality set forth in the Master Put Option and Membership Interest Purchase Agreement, dated as of December 17, 2008, by and among Constellation, EDFI, Électricité de France Development, Inc. and CENG.

(b) The restrictions set forth in Sections 2.1 and 2.2(a)(i), (iii) and (iv), and the restrictions set forth in Section 2.2(a)(ii) solely with respect to the solicitation of proxies for purposes other than an election of directors, shall terminate upon the earliest to occur of:

(i) the public announcement by the Company of the commencement of a process to solicit proposals to effect a change of control transaction;

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(ii) any third person or group other than EDFI and any of its affiliates or associates (an “Offeror”) shall have made a filing with the FERC or the NRC to increase its beneficial ownership of then outstanding shares of common stock, or securities convertible into common stock, above 10%, and such Offeror is not, and should not be considered, a passive investor as described in Rule 13d-1(c) promulgated under the Securities Exchange Act of 1934, as amended;

(iii) the public announcement of entry by the Company into a definitive agreement (including a letter of intent) with any Offeror with respect to a transaction which, if consummated, would result in a change of control of the Company or a sale of all or substantially all of the assets of the Company (other than to a wholly owned subsidiary of the Company);

(iv) the issuance by the Company to an Offeror of shares of then outstanding common stock, or securities convertible into common stock, which, when combined with all other shares of then outstanding common stock beneficially owned by such Offeror (assuming conversion by the Offer of such convertible securities), either (1) represents twenty percent (20%) or more of the voting power represented by all shares of then outstanding capital stock, or (2) or requires shareholder approval under the rules of the New York Stock Exchange;

(v) a liquidation or dissolution of the Company;

(vi) the Company (1) voluntarily commencing any proceeding or a filing of any petition seeking relief under Title 11 of the United States Code, Sections 101 et. seq. (the “Bankruptcy Code”) or any other federal, state or foreign bankruptcy, insolvency, liquidation or similar Law, (2) applying for or consenting to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Person or for a substantial part of its property or assets, (3) filing an answer admitting the material allegations of a petition filed against it in any such proceeding, (4) making a general assignment for the benefit of creditors or (5) taking any action for the purpose of effecting any of the foregoing (provided that the mere consideration of any of the foregoing is not deemed to be the taking of such action) or (7) becoming unable, admitting in writing its inability or failing generally to pay its debts as they become due; or

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(vii) an involuntary proceeding being commenced or an involuntary petition being filed in a court of competent jurisdiction seeking (A) relief in respect of the Company or of a substantial part of the property or assets of Company, under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (B) the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Person or for a substantial part of the property of the Company or (C) the winding-up or liquidation of the Company; and such proceeding or petition continuing undismissed for 60 days or an order or decree approving or ordering any of the foregoing continuing unstayed and in effect 30 days;

(viii) Receipt by the Company of a bona fide public proposal from an Offeror with respect to a change of control transaction which is not rejected by the Company’s Board of Directors within 20 days of receipt; or

(ix) The commencement by an Offeror of a tender offer or exchange offer that, if completed in accordance with its terms, would result in a change of control transaction that the Company’s Board of Directors either has recommended or has not rejected within ten (10) Business Days of the announcement thereof.

Section 2.3 Dispositions of Constellation Stock. During the Term of this Agreement, EDFI may sell, transfer or dispose of Constellation Stock, provided it does so only in accordance with the volume and manner of sale limitations set forth in Rule 144 of the Securities Act of 1933, as amended.

Section 2.4 Beneficial Ownership. For purposes of this Agreement, “beneficial ownership” shall be determined in accordance with Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended.

Section 2.5 Constellation Issuances. If Constellation elects to consummate a strategic transaction, alliance or investment that is within a framework mutually developed by Constellation and EDFI, prior to such transaction, alliance or investment Constellation and EDFI may agree that all or a portion of the funding for such transaction, alliance or investment will be made by the issuance of Constellation securities to a member of the EDFI Group in a form and containing terms and conditions to be mutually agreed upon, which agreement the parties acknowledge may entail amendments to this Agreement.

Section 2.6 Business Day. For purposes of this Agreement, “Business Day” means any day between Monday and Friday, inclusive, that is not a day on which banking institutions in New York, New York or Paris, France are authorized or obligated by law or executive order to close.

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ARTICLE III

OBSERVER; DIRECTOR NOMINEE; VOTING; COMMERCIALLY REASONABLE EFFORTS

Section 3.1 Observer on Nuclear Committee. For so long as each of EDFI (or any of its affiliates or subsidiaries) and Constellation (or any of its affiliates or subsidiaries) owns any membership interests in the UniStar Joint Venture, if EDFI does not otherwise have a Director Nominee under the terms of Section 3.2, EDFI shall be permitted to designate an observer to attend and participate in all meetings of, and receive all materials distributed to, Constellation’s Committee on Nuclear Power, provided, that such observer shall not be permitted to attend any portion of a Committee on Nuclear Power meeting at which the presence of such EDFI designated observer would contravene any governmental law, regulation or clearance requirement.

Section 3.2 Director Nominee.

(a) Within two (2) Business Days following the date on which the sale of the Designated Interest to EDFI or an affiliate is consummated, the number of directors constituting the Constellation Board of Directors shall be automatically increased by one (1) and, EDFI shall have the right to nominate one (1) individual (herein referred to as the “EDFI Nominee”), and the Board of Directors shall appoint such EDFI Nominee to such newly created directorship. The EDFI Nominee so appointed shall serve until the next annual meeting of the stockholders of Constellation and until his or her successor is elected and qualifies. The Board of Directors shall cause Constellation to include the EDFI Nominee in the slate of nominees recommended by the Board of Directors to the holders of Constellation’s common stock for election at the 2009 annual meeting of stockholders of Constellation and for reelection at every meeting thereafter and shall use all commercially reasonable efforts to cause the election of the EDFI Nominee, including soliciting proxies in favor of his or her election. In the event the EDFI Nominee resigns, is unable to serve as a member of the Board of Directors, is removed from the Board of Directors or fails to be elected as a member of the Board of Directors at any annual stockholders meeting, EDFI shall have the right to nominate another individual (a “Substitute Nominee”) and the Board of Directors shall appoint such Substitute Nominee to fill the vacancy created by the resignation or removal of the prior EDFI Nominee, at which point such Substitute Nominee shall be deemed to be the EDFI Nominee. EDFI’s rights hereunder with respect to the appointment of the EDFI Nominee shall be terminated at such time as EDFI has transferred, sold or otherwise disposed of its membership interests in CENG to a third party (and not to an affiliate) such that its ownership interest in CENG is less than 25% of the outstanding membership interests in CENG.

(b) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of the NYSE or any other applicable market (as determined in good faith by the Board of Directors of Constellation) on which Constellation Stock is listed for trading, the EDFI Nominee shall be entitled to serve as a member of each committee of the Board of Directors, except for any committee formed to consider a transaction between Constellation and the EDFI Group or any member thereof.

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(c) If EDFI has not exercised its right to nominate a EDFI Nominee but is entitled to do so pursuant to this Section 3.2, it may appoint a board observer (the “Board Observer”) who shall have the right to attend and participate in all meetings of, and receive all material distributed to, the Board of Directors, but shall not be entitled to vote at meetings of the Board of Directors or any committees thereof. The Board Observer shall be entitled to attend and participate in each committee of the Board of Directors, except for any committee formed to consider a transaction between Constellation and any member of the EDFI Group. Constellation shall reimburse the Board Observer for all costs and expenses reasonably incurred in connection with attending any meetings of the Board of Directors or committees thereof. Notwithstanding the above, Constellation has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting, could:

(1) based on the advice of Constellation’s outside counsel, adversely affect the attorney-client privilege between Constellation and its counsel;

(2) cause the Board of Directors to breach its duties; or

(3) result in a conflict between interests of Constellation, on the one hand, and those of the Board Observer or its Affiliates, on the other hand.

Constellation will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary as set forth in the preceding sentence. Notwithstanding anything in the foregoing to the contrary, Constellation shall be entitled to take actions and establish procedures to the extent reasonably required to restrict the access of the Board Observer to any restricted national security data of Constellation or of any other person whose national security data is in the possession or control of Constellation. The Board Observer shall not have any authority to bind Constellation.

Section 3.3 Voting of Constellation Stock. EDFI shall vote any shares of Constellation Stock that it beneficially owns in any manner that it chooses on matters submitted for approval to the holders of Constellation Stock relating to any of the following:

(a) any merger, acquisition, consolidation, share exchange, amalgamation or similar business combination of Constellation, or sale of all or substantially all of the assets, or of a majority of the outstanding shares of Constellation Stock;

(b) any split-off, spin-off, recapitalization or any extraordinary transaction involving the capital stock of Constellation;

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(c) Any amendment to the Articles of Incorporation (including and increase in the authorized number of shares of capital stock) or the Bylaws of Constellation;

(d) Any issuance of shares of capital stock submitted for approval to the holders of Constellation Stock; or

(e) Any other extraordinary transaction for which shareholder approval is required under the Maryland General Corporation Law.

On any other matters submitted to the holders of Constellation Stock (such as, for example, annual election of director and approval of equity compensation plans), EDFI shall (and shall cause each member of the EDFI Group to) vote any shares of Constellation Stock that it beneficially owns in the manner recommended by the Constellation board of directors.

Section 3.4 Cooperation. Constellation and EDFI each agree to use all commercially reasonable efforts to facilitate the consummation of the transactions contemplated hereby, including, without limitation, by taking necessary actions to obtain antitrust approvals and facilitating obtaining any necessary clearances so that an EDFI Nominee can attend all meetings of the Constellation Board of Directors.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Effectiveness. This Agreement shall be effective as of the date of this amendment and restatement. This Agreement replaces the Original Agreement in its entirety and the Original Agreement is of no further force or effect.

Section 4.2 Term. The term (the “Term”) of this Agreement shall begin on the date hereof, and (i) Section 3.2 shall survive until such time as EDF is not a member of the Nuclear Joint Venture; and (ii) the remaining provisions of this Agreement shall continue until July 20, 2012, provided, however, that Sections 2.1, 2.2, 2.3 and 3.3 shall be of no further force or effect following a change of control of Constellation, and provided further, however, that this Article IV shall survive until the latest to occur of the events described in clauses (i) and (ii) of this Section 4.2.

Section 4.3 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 4.4 Dispute Resolution.

(a) In the event of any dispute arising out of or in connection with this Agreement, including any dispute regarding existence, termination or validity, each party shall

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have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its rules for a Pre-Arbitral Referee Procedure. All disputes arising under or in connection with this Agreement (including as to existence, termination and validity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with said Rules. The place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States of America. The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules. The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of laws of the State of New York. The language of the arbitration shall be English. Evidence shall be provided in English and pleadings shall be done in English. The arbitral tribunal shall render its decision within six months from the date of signature of the terms of reference. Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The Parties waive to the extent permitted by applicable Law any rights to appeal or to review of such award by any court or tribunal. The Parties agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

(b) Each party acknowledges that the other would not have an adequate remedy for money damages in the event that any or all of the covenants contained in this Agreement were not performed in accordance with their terms and therefore agrees that the other party shall be entitled to other relief, including injunctive relief and specific performance of such covenants, in addition to any other remedy to which such party may be entitled. Notwithstanding any other provision of this Section 4.4, EDFI and Constellation shall have the right to obtain injunctive relief from any federal or state court located in the Borough of Manhattan, City of New York. Each of EDFI and Constellation hereby irrevocably consents to personal jurisdiction in any such action and to service of process by mail in any manner permitted by the laws of the State of New York and agrees that service of process by registered mail sent to its principal executive office shall be effective service of process for such action, suit or proceeding brought against such party in any such court, and waives any objection to venue in any such New York court.

Section 4.5 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon Constellation and EDFI and their respective affiliates, successors and assigns, including any successor to Constellation or EDFI of substantially all of Constellation’s or EDFI’s assets or business. EDFI is expressly permitted to assign any of its rights, interests and obligations hereunder to an affiliate of EDFI to whom it may transfer its ownership interests in its Constellation Stock. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Section 4.6 Entire Agreement; Amendment. This Agreement shall constitute the entire agreement between the parties with regard to the subject matter hereof, provided, that nothing in this Agreement is intended to amend or modify in any respect the terms and

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conditions of the Nondisclosure Agreement by and between EDFI and Constellation, dated as of July 20, 2007, or the UniStar Nuclear Energy, LLC Operating Agreement, dated as of July 20, 2007 and each shall continue in full force and effect in accordance with its terms. No modification, amendment or waiver of this Agreement shall be binding without the written consent of the parties hereto.

Section 4.7 Waiver. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 4.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute the same agreement.

Section 4.9 Other Agreements. In the event (a) Constellation enters into a similar agreement with a strategic or industrial shareholder who owns at least 5 percent of the issued and outstanding Constellation Stock, and (b) such agreement is on terms which are materially more favorable to such shareholder than the terms of this Agreement are to EDFI, then EDFI shall be deemed to have the same materially more favorable rights and benefits of such other agreement commencing on the effective date of such other agreement. In such event, Constellation hereby agrees to amend this Agreement, as soon as practicable, but in any event within ten (10) Business Days after the effective date of such other agreement, to provide EDFI with the same materially more favorable terms.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

CONSTELLATION ENERGY GROUP, INC.
By:	/s/ Charles A. Berardesco
Name:	Charles A. Berardesco
Title:	Senior Vice President and General Counsel
ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA
By:	/s/ Daniel Camus
Name:	Daniel Camus
Title:	Chairman

[Signature Page to Amended and Restated Investor Agreement]

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