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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/04/10 Baltimore Gas & Electric Co 8-K:8,9 2/02/10 6:493K Merrill Corp-MD/FA Constellation Energy Group Inc |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 51K 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 19K 3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 52K 4: EX-99.1 Miscellaneous Exhibit HTML 122K 5: EX-99.2 Miscellaneous Exhibit HTML 62K 6: EX-99.3 Miscellaneous Exhibit HTML 52K
Exhibit 99.3
EXECUTION COPY
PURCHASE AGREEMENT
dated as of February 4, 2010
between
GSS Holdings (BGE Utility), Inc.,
as Purchaser,
and
RF HoldCo LLC,
as Seller
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ARTICLE I DEFINITIONS |
1 |
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Section 1.1 |
Definitions and Rules of Construction |
1 |
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ARTICLE II PURCHASE AND SALE |
2 |
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Section 2.1 |
Purchase and Sale of Conveyed Assets |
2 |
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ARTICLE III REPRESENTATIONS AND WARRANTIES |
2 |
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Section 3.1 |
Representations and Warranties of the Seller |
2 |
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Section 3.2 |
Representations and Warranties of the Purchaser |
3 |
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ARTICLE IV MISCELLANEOUS |
3 |
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Section 4.1 |
Waivers; Amendments |
3 |
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Section 4.2 |
Notices |
3 |
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Section 4.3 |
Effectiveness; Assignability; Termination |
4 |
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Section 4.4 |
GOVERNING LAW; WAIVER OF JURY TRIAL |
4 |
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Section 4.5 |
Execution in Counterparts; Severability |
5 |
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Section 4.6 |
Entire Agreement |
5 |
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Section 4.7 |
Limitations on Liability |
5 |
This PURCHASE AGREEMENT (this “Agreement”), dated as of February 4, 2010, is made by and between RF HOLDCO LLC, a Delaware limited liability company (the “Seller”) and GSS HOLDINGS (BGE UTILITY), INC., a Delaware corporation (the “Purchaser”).
W I T N E S S E T H:
WHEREAS, in connection with the formation of the Seller, the Seller and Constellation Energy Group, Inc., as the Class A Member of the Seller (the “Class A Member), have entered into the Operating Agreement of RF HoldCo LLC dated as of January 15, 2010 (the “Interim Operating Agreement”);
WHEREAS, on the date hereof, the Purchaser, as the Class B Member of the Seller, will enter into the operating agreement of RF HoldCo LLC with the Seller and the Class A Member, which operating agreement amends and restates the Interim Operating Agreement in its entirety (as amended, supplemented or modified from time to time in accordance with its terms, the “Operating Agreement”);
WHEREAS, the Operating Agreement authorizes the issuance of a non-economic Class B membership interest of the Seller (the “Class B Membership Interest”), which membership interest shall have the rights and privileges as set forth in the Operating Agreement;
WHEREAS, the Class A Member desires to cause the Seller to issue the Class B Membership Interest to the Purchaser and to convey all of the rights, title and interests in the Class B Membership Interest, as set forth in the Operating Agreement and in accordance with the Delaware Limited Liability Company Act, to the Purchaser, on the terms and subject to the conditions provided herein;
WHEREAS, the Purchaser desires to purchase all such rights, title and interest in the Class B Membership Interest from the Seller, on the terms and subject to the conditions provided herein;
NOW, THEREFORE, for 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:
if to the Seller:
RF HoldCo LLC
100 Constellation Way, Suite 1700P
Attn: Assistant Secretary
if to the Purchaser:
GSS Holdings (BGE Utility), Inc.
68 South Service Road, Suite 120
Attn: Bernard J. Angelo
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Purchase Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
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RF HOLDCO LLC, |
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as Seller |
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By: |
Constellation Energy Group, Inc. |
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Its: |
Class A Member |
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By: |
/s/ Charles A. Berardesco |
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Name: |
Charles A. Berardesco |
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Title: |
Secretary |
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GSS HOLDINGS (BGE UTILITY), INC., |
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as Purchaser |
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By: |
/s/ John L. Fridlington |
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Name: John L. Fridlington |
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This ‘8-K’ Filing | Date | Other Filings | ||
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Filed on: | 2/4/10 | None on these Dates | ||
For Period End: | 2/2/10 | |||
1/15/10 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 Exelon Corp. 10-K 12/31/23 322:89M 2/21/24 PECO Energy Co. S-3ASR 2/21/24 7:651K Toppan Merrill/FA 2/14/23 Exelon Corp. 10-K 12/31/22 279:68M 8/03/22 Exelon Corp. S-3ASR 8/03/22 18:1.5M Toppan Merrill/FA 2/25/22 Exelon Corp. 10-K 12/31/21 313:198M 2/24/21 Exelon Corp. 10-K 12/31/20 310:85M |