Exhibit No. 10(i)
Constellation Energy
Group, Inc.
750 E. Pratt
Street
Baltimore, Maryland
21202
April 21, 2009
By Facsimile to +xx x xx xx xx xx
E.D.F. International S.A.
Tour EDF
20, Place de la Défense
92050 Paris
France
Attention: Marianne Laigneau
Dear Marianne:
Reference is made to the following:
·
that certain Master Put Option and
Membership Interest Purchase Agreement, dated as of
December 17, 2008 (the “Master Agreement”), by and
among Constellation Energy Group, Inc., a Maryland corporation
(“Seller”), Constellation Energy Nuclear Group, LLC, a
Maryland limited liability company, EDF Development Inc., a
Delaware corporation (“Purchaser”) and E.D.F.
International S.A., a société anonyme organized under
the laws of France (“EDFI”);
·
that certain Amended and Restated
Investor Agreement, dated as of December 17, 2008 (the
“Investor Agreement”), by and between Seller and EDFI;
and
·
the Articles Supplementary
(Series B Preferred Stock) of Seller, which were filed with,
and were accepted for record by, the Maryland State Department of
Assessments and Taxation, on December 17, 2008 (the
“Articles Supplementary”).
Capitalized terms used, but not otherwise
defined, herein shall have the meanings respectively ascribed to
them in the Master Agreement.
As you know, Section 5 of the Articles
Supplementary provides that Purchaser has the right to designate
(and Purchaser has now designated), one person to be a non-voting
observer and to attend, in such capacity, meetings of the Board of
Directors of Seller (the “Board”) and of committees of
the Board. In addition, Article III of the Investor
Agreement provides EDFI with the right to designate an observer to
attend meetings of the Committee on Nuclear Power of the Board and,
upon completion of the sale of the Designated Interest, to
designate a nominee for election to the Board, all in accordance
with and subject to the terms of such Article III. These
observer and director rights and participations shall be referred
to collectively herein as the “Purchaser Rights,” and
the person or persons serving at any time, and from time to time,
as an observer and/or director in accordance with the Purchaser
Rights shall be referred to herein as a “Purchaser
Designee.”
The purpose of this letter is to memorialize
certain understandings among us relating to the Purchaser
Rights. Accordingly:
