Exhibit 2.1
AMENDMENT NO. 1 TO THE MASTER PUT
OPTION
AND MEMBERSHIP INTEREST PURCHASE
AGREEMENT
This AMENDMENT NO. 1 TO THE MASTER
PUT OPTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “
Amendment ”) is entered into as of September 16,
2009, 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 ”), E.D.F. International S.A., 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 the
Seller, Purchaser and Purchaser’s Parent, the “
Parties ”).
W I T N E S
S E T H :
WHEREAS, the Parties entered into a
Master Put Option and Membership Interest Purchase Agreement, dated
as of December 17, 2008 (the “ Master Agreement
”);
WHEREAS, Section 9.9 of the
Master Agreement permits amendments to the Master Agreement if
signed in writing by the Parties; and
WHEREAS, the Parties desire to amend
the Master Agreement as provided in this Amendment.
AGREEMENT:
NOW, THEREFORE, in consideration of
the promises and the mutual representations, warranties, covenants,
agreements and conditions herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto, intending to be legally
bound, hereby agree as follows:
Section 1.
Defined Terms . Capitalized terms used in this
Amendment without separate definition shall have the respective
meanings assigned to such terms in the Master Agreement.
Section 2.
Amendment to Section 8.1 .
Section 8.1(b) of the Master Agreement is hereby
amended by removing the words “t
