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EXECUTION VERSION      4861-1002-9576 v.5  FACILITY AGREEMENT      dated as of February 9, 2022       among      CONSTELLATION ENERGY GENERATION, LLC,    FELLS POINT FUNDING TRUST,       and    DEUTSCHE BANK TRUST COMPANY AMERICAS,   as Notes Trustee    





 






  -i-  4861-1002-9576 v.5  TABLE OF CONTENTS  Page  ARTICLE I DEFINITIONS: INTERPRETATION ........................................................................2  Section 1.1. Definitions....................................................................................................2  Section 1.2. Interpretation ................................................................................................9  ARTICLE II ISSUANCE RIGHT; REPURCHASE RIGHT; TERM ...........................................10  Section 2.1. Grant of Issuance Right .............................................................................10  Section 2.2. Repurchase Right .......................................................................................12  Section 2.3. Termination of Facility Agreement ...........................................................12  Section 2.4. Consolidated Net Worth ............................................................................12  Section 2.5. Exercisability of the Issuance Right ..........................................................13  Section 2.6. Mandatory Exercise Events .......................................................................14  Section 2.7. Senior Notes Issuance Capacity .................................................................14  ARTICLE III EXERCISE OF THE ISSUANCE RIGHT .............................................................14  Section 3.1. Exercise of the Issuance Right by Constellation........................................14  Section 3.2. Automatic Exercise of the Issuance Right .................................................15  Section 3.3. Settlement and Delivery .............................................................................16  ARTICLE IV FACILITY FEE AND PURCHASE OF ELIGIBLE TREASURY  ASSESTS ...........................................................................................................................17  Section 4.1. Facility Fee.................................................................................................17  Section 4.2. Special Facility Fee ....................................................................................17  Section 4.3. Purchase of Defaulted Eligible Treasury Assets ........................................17  ARTICLE V OBLIGATIONS ABSOLUTE .................................................................................18  Section 5.1. Obligations Absolute .................................................................................18  Section 5.2. No Waiver ..................................................................................................18  ARTICLE VI REPRESENTATIONS AND WARRANTIES ......................................................18  Section 6.1. Representations of the Trust ......................................................................18  Section 6.2. Representations of Constellation ...............................................................19  ARTICLE VII MISCELLANEOUS ..............................................................................................21  Section 7.1. Inconsistency..............................................................................................21  Section 7.2. Binding Effect ............................................................................................21  Section 7.3. Amendments ..............................................................................................21  Section 7.4. Assignment ................................................................................................21  





 






  -ii-  4861-1002-9576 v.5  Section 7.5. Third-Party Beneficiary .............................................................................21  Section 7.6. Notices .......................................................................................................22  Section 7.7. Governing Law ..........................................................................................23  Section 7.8. Jurisdiction .................................................................................................23  Section 7.9. WAIVER OF TRIAL BY JURY ...............................................................23  Section 7.10. Counterparts ...............................................................................................23  Section 7.11. Severability ................................................................................................24  Section 7.12. Limitation of Liability................................................................................24  Section 7.13. The Notes Trustee ......................................................................................24    ANNEX A – FORM OF ISSUANCE NOTICE  ANNEX B – FORM OF WAIVER OF REPURCHASE RIGHT  ANNEX C – FORM OF REPURCHASE NOTICE  ANNEX D – FORM OF AUTOMATIC EXERCISE NOTICE    





 






  -1-  4861-1002-9576 v.5  FACILITY AGREEMENT, dated as of February 9, 2022 (this “Agreement”), among  CONSTELLATION ENERGY GENERATION, LLC, a Pennsylvania limited liability company  (“Constellation”), FELLS POINT FUNDING TRUST, a Delaware statutory trust (the “Trust”),  and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Notes Trustee (as defined  below).  WHEREAS, Constellation is entering into a new facility agreement (the “LC  Agreement”) for the issuance of letters of credit by certain financial institutions (the “LC  Issuers”) to support the operations of Constellation and its subsidiaries and minority investments;  WHEREAS, pursuant to the LC Agreement, Constellation will agree with the LC Issuers  to collateralize its obligations under the LC Agreement by directing the Trust, in accordance with  this Agreement, to grant a first priority security interest in certain Eligible Treasury Assets in  favor of Deutsche Bank Trust Company Americas as the collateral agent (the “Collateral  Agent”) for the LC Issuers and other secured parties under the LC Agreement, to secure  reimbursement obligations under the LC Agreement and, with respect to any Eligible Treasury  Assets not required to be pledged to the Collateral Agent, in favor of Constellation to secure the  obligations of the Trust to pay the Notes Purchase Price under the Issuance Right, in each case  pursuant to a pledge and control agreement to be entered into among the Trust, the Collateral  Agent and Constellation (the “Pledge Agreement”);   WHEREAS, Constellation wishes to have the right to require the Trust to purchase up to  $1,000,000,000 aggregate principal amount of Constellation’s 3.046% Senior Notes due 2027  (the “Senior Notes”), issued under the Indenture, dated as of the date hereof (the “Base  Indenture”), between Constellation and Deutsche Bank Trust Company Americas, as trustee (the  “Notes Trustee”), as amended and supplemented by the First Supplemental Indenture thereto,  dated as of the date hereof (the “Supplemental Indenture”) and the Base Indenture, as amended  and supplemented by the Supplemental Indenture, the “Notes Indenture”);  WHEREAS, the Trust has been authorized to purchase the Senior Notes from  Constellation on the terms and conditions set forth herein;  WHEREAS, Constellation and the Trust desire to enter into a binding agreement  pursuant to which Constellation will have the right, and in certain circumstances the obligation,  to sell the Senior Notes, when and if issued and outstanding, in a maximum aggregate principal  amount not to exceed the Maximum Amount to the Trust, and the Trust will have an obligation  to purchase such Senior Notes, if and when issued and outstanding, upon the voluntary,  mandatory or automatic exercise of such right, and upon satisfaction of the other terms and  conditions specified herein and Constellation will have the right from time to time in certain  circumstances to repurchase Senior Notes then held by the Trust in whole or in part; and  WHEREAS, simultaneously with the execution and delivery of this Agreement,  Constellation is ordering the Notes Trustee to authenticate and deliver the Initial Note Certificate  to the Trust to evidence any Senior Notes sold to the Trust from time to time upon the exercise of  the right granted by and in accordance with the terms of this Agreement;  





 






  -2-  4861-1002-9576 v.5  NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of  which are hereby acknowledged, the parties hereto agree as follows:  ARTICLE I  DEFINITIONS: INTERPRETATION  Section 1.1. Definitions.  (a) Unless the context otherwise requires, in this Agreement (including in the  Recitals):  “Accounting Change” means any change in GAAP that has been adopted by  Constellation and is effective for accounting periods ending after the date hereof.  “Applicable Percentage” means (i) in the case of any Voluntary Exercise of the  Issuance Right, a percentage equal to the Designated Amount specified in the applicable  Issuance Notice divided by the Available Amount at the date of such notice, (ii) in the  case of any Collateral Enforcement Event, a percentage equal to the Collateral  Enforcement Amount divided by the Available Amount (which, for the avoidance of  doubt, when such percentage is applied to the Available Amount shall include all  Removed Collateral), (iii) in the case of the occurrence of a Change of Control Offer  Expiration Date, a percentage equal to the Change of Control Offer Issuance Amount  divided by the Available Amount at the date of such notice and (iv) 100% in the case of  any Automatic Exercise Event or Mandatory Exercise Event (other than a Collateral  Enforcement Event or the occurrence of a Change of Control Offer Expiration Date).  “Automatic Exercise Event” means:  (i) Constellation fails to pay any Facility Fee when due or any amount  due and owing under the Trust Expense Reimbursement Agreement on any  Distribution Date or fails on any Distribution Date to purchase and pay for any  Defaulted Eligible Treasury Assets required to be purchased at their face amount  from the Trust pursuant to Section 4.3 by 5:00 p.m. on such Distribution Date and  in each case, such failure is not cured (including payment in full of the Special  Facility Fee due as a result of such failure) within 30 days of such Distribution  Date; or  (ii) a Bankruptcy Event in respect of Constellation has occurred.  “Available Amount” means, at any time, the Maximum Amount minus (i) the  aggregate original principal amount of Senior Notes that have been issued and sold to the  Trust pursuant to Section 2.1 and not repurchased by Constellation pursuant to  Section 2.2 for which the Settlement Date has occurred prior to such time and (ii) the  aggregate Designated Amount of Senior Notes for which Issuance Notices have been  delivered at or prior to such time but for which the Settlement Date has not yet occurred.  “Bankruptcy Event” in respect of a Person means that such Person (i)(A) institutes  a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under  





 






  -3-  4861-1002-9576 v.5  any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or (B)  has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or  any other relief under any bankruptcy or insolvency law or other similar law affecting  creditors’ rights, or a petition is presented for its winding-up or liquidation, and, such  proceeding or petition either (x) results in a judgment of insolvency or bankruptcy or the  entry of an order for relief or the making of an order for its winding-up or liquidation or  (y) in the case of an insolvency proceeding, is not dismissed, discharged, stayed or  restrained, in each case, within 60 days of the institution or presentation thereof; (ii) has a  resolution passed for its winding-up or liquidation (other than pursuant to a consolidation,  amalgamation or merger); or (iii) causes or is subject to any event with respect to which,  under applicable laws of any jurisdiction, has an analogous effect to any of the events  specified in clauses (i) or (ii).  “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and  Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns” and “Beneficially  Owned” have a corresponding meaning.  “Calculation Agent” means Credit Suisse Securities (USA) LLC, in its capacity as  calculation agent under the Calculation Agency Agreement, or any successor thereto in  such capacity.  “Capital Stock” means:  (i) in the case of a corporation, corporate stock;  (ii) in the case of an association or business entity, any and all shares,  interests, participations, rights or other equivalents (however designated) of  corporate stock;  (iii) in the case of a partnership or limited liability company,  partnership interests (whether general or limited) or membership interests; and  (iv) any other interest or participation that confers on a person the right  to receive a share of the profits and losses of, or distributions of assets of, the  issuing person, but excluding from all of the foregoing any debt securities  convertible into Capital Stock, whether or not such debt securities include any  right of participation with Capital Stock.  “Change of Control” means the occurrence of any of the following:  (i) the direct or indirect sale, transfer, conveyance or other disposition  (other than by way of merger or consolidation), in one or a series of related  transactions, of all or substantially all of the properties or assets of Constellation  and its Subsidiaries taken as a whole to any “person” (as that term is used in  Section 13(d) of the Exchange Act, but excluding any employee benefit plan of  Constellation or any of its Subsidiaries, and any person or entity acting in its  capacity as trustee, agent or other fiduciary or administrator of such plan); or  





 






  -4-  4861-1002-9576 v.5  (ii) the consummation of any transaction (including, without  limitation, any merger or consolidation) the result of which is that any “person”  (as defined above), other than a corporation owned directly or indirectly by the  stockholders of Constellation in substantially the same proportion as their  ownership of stock of Constellation prior to such transaction, becomes the  Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of  Constellation, measured by voting power rather than number of shares.  “Change of Control Offer Expiration Date” means the third Business Day  preceding the Change of Control Payment Date.  “Change of Control Payment Date” means the date specified in the notice to each  Holder regarding the Change of Control Offer.  “Collateral Enforcement Event” means any withdrawal of Eligible Treasury  Assets by the Collateral Agent from the Trust Collateral Account pursuant to, and subject  to the conditions and other requirements set forth in, the LC Agreement and the Pledge  Agreement.  “Consolidated Net Worth” means the consolidated stockholders’ equity of  Constellation determined in accordance with GAAP but excluding (i) accumulated other  comprehensive income (or loss), (ii) equity of non-controlling interests attributable  thereto and (iii) treasury stock at cost.  “Coupon Rate” means the interest that will accrue on the Senior Notes at a rate of  3.046% per annum.  “Deutsche Bank DE” means Deutsche Bank Trust Company Delaware, a  Delaware corporation.  “Deutsche Bank NY” means Deutsche Bank Trust Company Americas, a New  York banking corporation.   “Exchange Act” means the Securities Exchange Act of 1934 (together with any  other securities laws and regulations thereunder).  “GAAP” means generally accepted accounting principles as in effect from time to  time in the United States.  “Investment Grade” means a rating of (i) Baa3 or better by Moody’s, (ii) BBB –  or better by S&P, (iii) the equivalent of such rating by such organization or (iv) if another  Rating Agency has been selected by Constellation, the equivalent of such rating by such  other Rating Agency.  “Issuance Notice” means a written notice substantially in the form attached as  Annex A.  





 






  -5-  4861-1002-9576 v.5  “Lien” means, with respect to any asset, any mortgage, deed of trust, deed to  secure debt, lien (statutory or otherwise), pledge, hypothecation, encumbrance,  restriction, collateral assignment, charge or security interest in, on or of such asset.  “Mandatory Exercise Event” means:  (i) Constellation’s Consolidated Net Worth has fallen below the  Minimum Net Worth Threshold;  (ii) an Event of Default under (and as defined in) the Notes Indenture  has occurred or would have occurred had the Senior Notes been outstanding;  (iii) Constellation breaches the Senior Notes issuance capacity  covenant in Section 2.7;  (iv) a Collateral Enforcement Event has occurred;  (v) a Change of Control Offer Expiration Date has occurred; or  (vi) (A) Constellation determines that an Investment Company Act  Event is reasonably likely to occur or has occurred and (B)(x) within five  Business Days of such determination, the Transaction Agreements have not been  amended to prevent or cease such event, or (y) Constellation has reasonably  determined that no such amendment is possible.  Upon a Mandatory Exercise Event occurring under clause (i), (ii), (iii) or (vi) above,  Constellation will be required to promptly notify the Trustee and to sell to the Trust the  Available Amount of the Senior Notes. Upon a Mandatory Exercise Event occurring  under clause (iv) above, Constellation will be required to sell to the Trust an amount of  Senior Notes (rounded up to the nearest $20,000,000 principal amount) (the “Collateral  Enforcement Amount”) such that the Removed Collateral would be included in the Notes  Purchase Price for the exercise of the Issuance Right with respect to the Collateral  Enforcement Amount (assuming for purposes of determining the Notes Purchase Price  that none of the Eligible Treasury Assets would be Blocked Eligible Treasury Assets), as  determined by the Calculation Agent. Upon a Mandatory Exercise Event occurring under  clause (v) above, Constellation will be required to sell to the Trust Senior Notes in a  principal amount equal to the excess of the initial purchase price of the Trust Securities  that have accepted the Change of Control Offer (the “P-Caps Tendered Amount”) over  the principal amount of Senior Notes held by the Trust, with such excess rounded up to  the nearest $20,000,000 principal amount (such principal amount following rounding, the  “Change of Control Offer Issuance Amount” and such principal amount prior to rounding  the “Change of Control Offer Subject Amount”). On the Change of Control Payment  Date, Constellation shall pay the Change of Control Payment to the Trust to repurchase a  principal amount of Senior Notes equal to the P-Caps Tendered Amount (minus the  Change of Control Offer Subject Amount if Constellation has paid the Cash Settlement  Amount with respect thereto in lieu of issuance), at a price equal to 101% of the principal  amount thereof, plus accrued and unpaid interest to, but not including, the date of  repurchase, in each case to the extent necessary to pay the Change of Control Payment  





 






  -6-  4861-1002-9576 v.5  with respect to the P-Caps Tendered Amount. Constellation will be required to notify the  Trustee of a Change of Control Triggering Event.  “Maximum Amount” means, at any time, in respect of the Senior Notes,  $1,000,000,000 aggregate principal amount of Senior Notes less the aggregate principal  amount of Senior Notes, if any, that Constellation has previously redeemed or as to which  Constellation has paid the Cash Settlement Amount.  “Minimum Net Worth Threshold” means $2 billion, subject to adjustment as set  forth in Section 2.4.  “Moody’s” means Moody’s Investors Service, Inc. or any successor entity.  “Notes Purchase Price” means the Applicable Percentage of each series of  securities constituting Eligible Treasury Assets (other than any Retained Eligible  Treasury Assets) held by the Trust on the Settlement Date (excluding any such Eligible  Treasury Assets that are scheduled to mature on such date) with respect to an exercise of  the Issuance Right (and, in the event such Eligible Treasury Assets are or have been  liquidated, any proceeds received with respect thereto shall be treated for purposes of  determining the Notes Purchase Price as equal not more than the face amount of such  Eligible Treasury Assets, with the effect that Holders of the Trust Securities will have no  exposure to changes in value, if any, of the Eligible Treasury Assets); provided that, in  the event that the face amount of any series of securities constituting Eligible Treasury  Assets to be delivered as part of the Notes Purchase Price would not be equal to an  integral multiple of $100, the face amount of such series of Eligible Treasury Assets to be  delivered as part of the Notes Purchase Price shall be rounded down to the nearest $100.  “P-Caps Final Redemption Date” means January 31, 2027 or, if such day is not a  Business Day, the following Business Day.  “Rating Agency” means (i) each of Moody’s and S&P and (ii) if either of  Moody’s or S&P ceases to rate the Trust Securities or the Senior Notes or fails to make a  rating of the Trust Securities or the Senior Notes publicly available, a Nationally  Recognized Statistical Rating Organization selected by Constellation which shall be  substituted for Moody’s, or S&P, as the case may be with respect to the Trust Securities  or the Senior Notes.  “Reorganization” means any consolidation, merger or sale of all or substantially  all assets of Constellation or any similar transaction, or acquisition or disposition of any  subsidiary of Constellation (whether a direct or indirect subsidiary).  “Retained Eligible Treasury Assets” means any Blocked Eligible Treasury Assets  and any other Eligible Treasury Assets held by the Trust at the direction and on behalf of  Constellation after a Mandatory Exercise or Automatic Exercise of the Issuance Right.  “S&P” means S&P Global Ratings, a division of S&P Global Inc., or any  successor entity.  





 






  -7-  4861-1002-9576 v.5  “SEC” means the United States Securities and Exchange Commission.   “Securities Act” means the United States Securities Act of 1933.  “Settlement Date” means the date on which the relevant exercise of the Issuance  Right is settled.  “Special Facility Fee” means, with respect to any Overdue Amount, a premium  equal to the excess, if any, of (i) the amount due and payable on the Eligible Treasury  Assets (other than Retained Eligible Treasury Assets) held by the Trust or under this  Agreement as of the applicable Distribution Date, plus interest thereon at the Coupon  Rate from and including the Business Day immediately following the applicable  Distribution Date to but excluding, the relevant Special Facility Fee Payment Date,  calculated on a 30/360 Basis, over (ii) the amounts otherwise actually received by the  Trust in respect of such Eligible Treasury Assets (including the purchase price of any  Defaulted Eligible Treasury Assets, but excluding any Retained Eligible Treasury Assets)  or in respect of such Overdue Amounts (including overdue interest on Defaulted Eligible  Treasury Assets other than any Retained Eligible Treasury Assets), except that the  “Special Facility Fee” with respect to any Overdue Amount paid after the Trust  Dissolution Date shall be equal to the amount equal to interest at the Coupon Rate from  and including the Trust Dissolution Date to, but excluding, the relevant Special Facility  Fee Payment Date, calculated on a 30/360 Basis on a notional amount equal to the excess  of (i) the amount due and payable on the Eligible Treasury Assets (other than any  Retained Eligible Treasury Assets) or under this Agreement as of the Trust Dissolution  Date over (ii) the amounts otherwise actually received by the Trust in respect of such  Eligible Treasury Assets (including the purchase price of any Defaulted Eligible Treasury  Assets but excluding any Retained Eligible Treasury Assets) or in respect of such  Overdue Amounts (including overdue interest on Defaulted Eligible Treasury Assets).  “Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.  C. Section 3801 et seq.  “Subsidiary” means, with respect to any specified Person:  (i) any corporation, association or other business entity of which more  than 50% of the total voting power of shares of Capital Stock entitled (without  regard to the occurrence of any contingency and after giving effect to any voting  agreement or stockholders’ agreement that effectively transfers voting power) to  vote in the election of directors, managers or trustees of the corporation,  association or other business entity is at the time owned or controlled, directly or  indirectly, by that Person or one or more of the other Subsidiaries of that person  (or a combination thereof); and  (ii) any partnership (a) the sole general partner or the managing  general partner of which is such Person or a Subsidiary of such Person or (b) the  only general partners of which are that Person or one or more Subsidiaries of that  Person (or any combination thereof).  





 






  -8-  4861-1002-9576 v.5  “Trust Declaration” means the Amended and Restated Declaration of Trust, dated  as of the date hereof, among Constellation, in its individual capacity and as depositor,  Deutsche Bank NY, as trustee, and Deutsche Bank DE, as Delaware trustee.  “Trust Expense Reimbursement Agreement” means the Trust Expense  Reimbursement Agreement, dated as of the date hereof, between Constellation and the  Trust.  “Voluntary Exercise” means any exercise of the Issuance Right that is not an  Automatic Exercise or a Mandatory Exercise.  “Voting Stock” of any Person as of any date means the Capital Stock of such  Person that is at the time entitled to vote in the election of the board of directors of such  Person.  (b) As used herein (including in the Recitals), each of the following terms  shall have the meaning set forth in the Section of this Agreement or in the other document set  forth opposite such term in the table below, unless the context otherwise requires:  30/360 Basis ................................................................Trust Declaration  Agreement ................................................................Preamble  Authorized Officer ..........................................................Pledge Agreement  Aggregate Collateral Amount ................................LC Agreement  Automatic Exercise .........................................................Section 2.1(a)  Automatic Exercise Notice ................................Section 3.2(a)  Base Indenture ................................................................Recitals  Blocked Eligible Treasury Assets ................................Section 3.3(e)  Business Day ................................................................Trust Declaration  Calculation Agency Agreement ................................Trust Declaration  Cash Settlement Amount ................................................Section 2.1(b)  Cash Settlement Election ................................................Section 2.1(b)  Change of Control Offer .................................................Trust Declaration  Change of Control Offer Issuance Amount ....................Section 1.1  Change of Control Offer Subject Amount ......................Section 1.1  Change of Control Payment ................................Trust Declaration  Change of Control Triggering Event ..............................Trust Declaration  Collateral Agent ..............................................................Recitals  Collateral Enforcement Amount ................................Section 1.1  Constellation ................................................................Preamble  Constellation Collateral Account ................................Pledge Agreement  Defaulted Eligible Treasury Assets ................................Trust Declaration  Designated Amount ........................................................Section 3.1  Distribution Date .............................................................Trust Declaration  Distribution Period ..........................................................Trust Declaration  Eligible Treasury Assets .................................................Trust Declaration  Enforceability Exceptions ................................ Section 6.1(e)  Event of Default ..............................................................Base Indenture  





 






  -9-  4861-1002-9576 v.5  Facility Fee................................................................Section 4.1  Holder ................................................................Trust Declaration  Initial Note Certificate ....................................................Section 2.1(d)(i)  Investment Company Act Event ................................Trust Declaration  Issuance Right ................................................................Section 2.1(a)  LC Agreement ................................................................Recitals  LC Issuers ................................................................Recitals  Majority of Holders.........................................................Trust Declaration  Mandatory Exercise ........................................................Section 2.1(a)  Minimum Collateral Base ................................ LC Agreement  Notes Indenture ...............................................................Recitals  Notes Trustee ................................................................Recitals  Offering Memorandum ...................................................Trust Declaration  Officer’s Certificate ........................................................Notes Indenture  Optional Redemption Price ................................Trust Declaration  Overdue Amounts ...........................................................Section 4.2  P-Caps Tax Event ...........................................................Trust Declaration  P-Caps Tendered Amount ................................ Section 1.1  Person ................................................................Trust Declaration  Pledge Agreement ...........................................................Recitals  Proceedings ................................................................Section 7.8  Purchase Agreement .......................................................Section 6.2(h)  Redemption Price ............................................................Trust Declaration  Removed Collateral ........................................................Section 3.1  Repurchase ................................................................Section 2.2(a)  Repurchase Price .............................................................Section 2.2(a)  Repurchase Right ............................................................Section 2.2(a)  Repurchase Settlement Date ................................Section 2.2(c)  Retained Eligible Treasury Assets Account ...................Pledge Agreement  Security Register .............................................................Base Indenture  Senior Notes ................................................................Recitals  Senior Notes Issuance Capacity Covenant .....................Section 2.7  Special Facility Fee Payment Date ................................Section 4.2  Supplemental Indenture Recitals  Transaction Agreements .................................................Trust Declaration  Trust ................................................................................Preamble  Trust Collateral Account .................................................Pledge Agreement  Trust Dissolution Date ....................................................Trust Declaration  Trust Securities ...............................................................Trust Declaration  Trustee................................................................Trust Declaration    Section 1.2. Interpretation. Unless the context otherwise requires, in this Agreement  (including in the Recitals):  (a) any reference to this Agreement or any other agreement or document shall  be construed as a reference to this Agreement or such other agreement or document, as  





 






  -10-  4861-1002-9576 v.5  applicable, as the same may have been, or may from time to time be, amended, varied, novated  or supplemented in accordance with its terms;  (b) any reference to a statute or regulation shall be construed as a reference to  such statute or regulation or any successor or replacement statute or regulation, in each case as  the same may have been, or may from time to time be, amended, varied or supplemented in  accordance with its terms;  (c) any reference to time is to New York City time;  (d) the words “herein”, “hereof” and “hereunder” and other words of similar  import refer to this Agreement as a whole and not to any particular section, clause or other  subdivision, and references to “Articles”, “Sections” and “Annexes” refer to Articles or Sections  of, or Annexes to, this Agreement except as otherwise expressly provided;  (e) the word “including” shall be deemed to be followed by the words  “without limitation”;  (f) any definition shall be equally applicable to both the singular and plural  forms of the defined term;  (g) headings contained in this Agreement are inserted for convenience of  reference only and do not affect the interpretation of this Agreement or any provision hereof; and  (h) whenever in this Agreement any Person is named or referred to, the  successors and assigns of such Persons shall be deemed to be included, and all covenants and  agreements in this Agreement by Constellation, the Trust and the Notes Trustee shall bind and  inure to the benefit of their respective successors and assigns, whether or not so expressed.  ARTICLE II  ISSUANCE RIGHT; REPURCHASE RIGHT; TERM  Section 2.1. Grant of Issuance Right.  (a) The Trust hereby grants to Constellation the right to require the Trust to  purchase, on one or more occasions, up to the Maximum Amount of Senior Notes on the terms  specified in this Agreement from Constellation (the “Issuance Right”). The exercise of the  Issuance Right shall be in the sole discretion of Constellation, provided that at any time that the  Trust holds Eligible Treasury Assets (other than Retained Eligible Treasury Assets), (i)  Constellation shall be required to exercise the Issuance Right for the entire Available Amount  upon the occurrence of a Mandatory Exercise Event (other than pursuant to a Collateral  Enforcement Event or a Change of Control Triggering Event and in each case as provided for in  the definition of “Mandatory Exercise Event” above), (ii) Constellation shall be required to  exercise the Issuance Right for the Collateral Enforcement Amount upon the occurrence of a  Mandatory Exercise Event constituting a Collateral Enforcement Event, (iii) Constellation shall  be required to exercise the Issuance Right for the Change of Control Offer Issuance Amount  upon the occurrence of a Mandatory Exercise Event constituting a Change of Control Offer  Expiration Date (any such exercise pursuant to this clause (iii) or clause (i) or (ii) above, a  





 






  -11-  4861-1002-9576 v.5  “Mandatory Exercise”), and (iv) the exercise of the Issuance Right for the entire Available  Amount shall occur automatically (such exercise, an “Automatic Exercise”) upon the occurrence  of an Automatic Exercise Event. Neither the Notes Trustee nor the Trust shall have any duty to  calculate, monitor or track the Available Amount.  (b) Constellation may, in connection with any Voluntary Exercise or  Mandatory Exercise pursuant to a Change of Control Triggering Event (solely to the extent of  the Change of Control Offer Subject Amount), make an election (a “Cash Settlement Election”)  to deliver on the Settlement Date, in lieu of Senior Notes, by wire transfer in immediately  available funds, an amount equal to the Optional Redemption Price (or for the Change of Control  Offer Subject Amount, the repurchase price), including accrued and unpaid interest to but  excluding the date of payment, as determined pursuant to the Senior Notes (the “Cash Settlement  Amount”), that would be payable if Constellation had sold such Senior Notes to the Trust and  redeemed them (or, in the case of a Change of Control Triggering Event, been required to  repurchase them) on such Settlement Date; provided that a Cash Settlement Election solely in  connection with a Voluntary Exercise may be made only with respect to an integral multiple of  $20,000,000 principal amount of Senior Notes or, in the event that the Available Amount is less  than $20,000,000, for the Available Amount. For the avoidance of doubt, in the event that  Constellation elects to pay the Cash Settlement Amount in connection with a Mandatory  Exercise pursuant to a Change of Control Triggering Event, such Cash Settlement Amount shall  only be paid with respect to the Change of Control Offer Subject Amount, and Constellation will  be required to issue Senior Notes to the Trust with a principal amount equal to the difference  between the Change of Control Offer Issuance Amount and the Change of Control Offer Subject  Amount.  (c) The Trust agrees that it shall purchase Senior Notes from Constellation  (or, if Constellation has made a Cash Settlement Election with respect to such Senior Notes,  receive the applicable Cash Settlement Amount) in exchange for the Notes Purchase Price upon  each exercise of the Issuance Right, in whole or in part, as provided in ARTICLE III, in  accordance with any Issuance Notice or upon an Automatic Exercise and subject to the terms and  conditions set forth herein.  (d) The parties acknowledge and agree that:  (i) on the date hereof, Constellation is issuing to the Trust a Senior  Note with an initial principal amount of $0 (the “Initial Note Certificate”);  (ii) any delivery of Senior Notes by Constellation to the Trust as  contemplated by this Agreement upon any Voluntary Exercise, Automatic  Exercise or Mandatory Exercise shall be effected by increasing the principal  amount of the Initial Note Certificate and recording such increase in the Security  Register; and  (iii) any redemption of Senior Notes held by the Trust and any delivery  of Senior Notes by the Trust to Constellation upon Constellation’s exercise of the  Repurchase Right shall be effected by decreasing the principal amount of the  Initial Note Certificate and recording such decrease in the Security Register.  





 






  -12-  4861-1002-9576 v.5  Section 2.2. Repurchase Right.  (a) Subject to Section 2.2(b) Constellation shall have the right to repurchase,  on one or more occasions, Senior Notes then outstanding and held by the Trust, in whole or in  part (provided that any repurchase of Senior Notes then outstanding and held by the Trust shall  be made as to an integral multiple of $20,000,000 principal amount of Senior Notes), at any time  in exchange for Eligible Treasury Assets that entitle the Trust to receive on each subsequent  Distribution Date through and including the P-Caps Final Redemption Date, payments of  principal and interest that are in the same amounts as the Trust would have received on each such  Distribution Date on the Eligible Treasury Assets that it delivered to Constellation, or to the  Collateral Agent, as the case may be upon the exercise of the Issuance Right in respect of the  Senior Notes to be so repurchased (the “Repurchase Price”). The repurchase right described in  this Section 2.2(a) is referred to herein as a “Repurchase Right” and any such repurchase is  referred to herein as a “Repurchase”.  (b) The Repurchase Right shall terminate upon the earliest to occur of (i) an  Automatic Exercise Event, (ii) a Mandatory Exercise Event pursuant to which the Available  Amount is reduced to zero, or (iii) Constellation’s delivery of a notice substantially in a form of  Annex B to the Trust and the Notes Trustee irrevocably waiving its right to exercise the  Repurchase Right. Constellation may not effect a Repurchase of any Senior Notes for which  Constellation has delivered a notice of redemption pursuant to the Notes Indenture.  (c) Constellation may exercise the Repurchase Right by delivering to the  Trust and the Notes Trustee a notice substantially in the form of Annex C, which notice shall  specify the settlement date (the “Repurchase Settlement Date”), which shall be a Business Day  that is prior to the Trust Dissolution Date and at least three Business Days after Constellation  delivers such notice. On the Repurchase Settlement Date, Constellation shall deliver the  Repurchase Price to the Trust against delivery of the Senior Notes by the Trust to Constellation  or its designee. Each of Constellation and the Trust hereby covenants and agrees that its delivery  of the Repurchase Price or the Senior Notes, respectively, pursuant to this Section 2.2 shall be  made free and clear of any adverse claims, together with all transfer and registration documents  (or all notices, instructions or other communications) as are necessary to convey title to the  Repurchase Price or the Senior Notes to the Trust or Constellation (or its designee), as the case  may be and cause them to be a protected purchaser (within the meaning of the New York  Uniform Commercial Code) of the Repurchase Price or the Senior Notes, as the case may be.  Section 2.3. Termination of Facility Agreement. The Issuance Right, the Repurchase  Right and this Agreement shall terminate on the Trust Dissolution Date, except with respect to  obligations that have accrued hereunder prior to such date.  Section 2.4. Consolidated Net Worth.  (a) Consolidated Net Worth. No later than five Business Days after each date  on which Constellation’s annual or quarterly financial statements are required to be filed on  Form 10-K or Form 10-Q with the SEC, including without limitation any applicable extensions  thereof, or if Constellation is not required to file such financial statements with the SEC, the date  on which Constellation would be required to file such financial statements if Constellation  





 






  -13-  4861-1002-9576 v.5  continued to be subject to SEC filing requirements, Constellation shall notify the Trust of its  Consolidated Net Worth as of the last day of the immediately preceding fiscal year or quarter, as  the case may be, and state whether or not a Mandatory Exercise Event has occurred. Such notice  shall briefly describe any Reorganization or Accounting Change resulting in a change in the  Minimum Net Worth Threshold pursuant to clauses (b), (c) and (d) of this Section 2.4 since the  later of (i) the date of this Agreement or (ii) the most recent such notice and specify (A) the  adjustment to the Minimum Net Worth Threshold caused by such Reorganization or Accounting  Change, including the calculation of such adjustment, and (B) the effective date of such  adjustment.  (b) Reorganizations. In the event of a Reorganization of Constellation that  would result in a change in its Consolidated Net Worth, after giving effect to such  Reorganization, of 15% or more of its Consolidated Net Worth immediately prior to such  Reorganization, the Minimum Net Worth Threshold shall be adjusted by multiplying the  Minimum Net Worth Threshold applicable immediately prior to such Reorganization by a  fraction, the numerator of which is the Consolidated Net Worth after giving effect to such  Reorganization, and the denominator of which is the Consolidated Net Worth immediately prior  to the Reorganization.  (c) Change of Accounting Policies. If at any time an Accounting Change  would affect the computation of Consolidated Net Worth resulting in a change in the  Consolidated Net Worth, after giving effect to such Accounting Change, of 15% or more of the  Consolidated Net Worth immediately prior to such Accounting Change, the Minimum Net  Worth Threshold shall be adjusted by multiplying the Minimum Net Worth Threshold applicable  immediately prior to the Accounting Change by a fraction, the numerator of which is the  Consolidated Net Worth after giving effect to the Accounting Change, and the denominator of  which is the Consolidated Net Worth immediately prior to the Accounting Change.  (d) Calculation of the Consolidated Net Worth. For purposes of this  Section 2.4, the Consolidated Net Worth immediately prior to a Reorganization or an Accounting  Change shall be calculated based on the most recent annual or quarterly consolidated financial  statements of Constellation that are available at the time of determination of such Consolidated  Net Worth. Constellation shall report any changes in the Minimum Net Worth Threshold, the  basis for such change and the calculation thereof in a notice to the Trust.  Section 2.5. Exercisability of the Issuance Right. The Issuance Right shall be  exercisable in accordance with Section 2.1 notwithstanding any failure to pay any amount due  under this Agreement, and no such failure shall constitute a breach of or a default under this  Agreement unless, by the end of the 30th day following the applicable Distribution Date on  which amounts are due from Constellation to the Trust, such failure has not been remedied  (whether (i) by Constellation paying the unpaid amount to the Trust or (ii) by Constellation  delivering an Issuance Notice with respect to the entire Available Amount, for settlement prior to  such 30th day, and such amounts being set-off against the Notes Purchase Price in respect  thereof (with the Eligible Treasury Assets included in the Notes Purchase Price being valued for  the purpose of such setoff based on the proceeds received therefor by the Trust)).  





 






  -14-  4861-1002-9576 v.5  Section 2.6. Mandatory Exercise Events. Constellation shall give prompt written notice  to the Trust of the occurrence of any Mandatory Exercise Event.  Section 2.7. Senior Notes Issuance Capacity. Constellation shall ensure at all times that  the issuance of an aggregate principal amount of the Senior Notes in an amount up to the  Available Amount would not result in a breach or violation of, or constitute a default under, any  material agreement or instrument to which Constellation is a party or by which Constellation is  bound (such provision, the “Senior Notes Issuance Capacity Covenant”).  ARTICLE III  EXERCISE OF THE ISSUANCE RIGHT  Section 3.1. Exercise of the Issuance Right by Constellation. The Issuance Right shall  be exercisable upon delivery by Constellation of an Issuance Notice to the Trust and the Notes  Trustee. The Issuance Notice shall specify (i) whether such exercise is a Mandatory Exercise, (ii)  the Settlement Date, which shall be a Business Day that is on or prior to the Trust Dissolution  Date and at least two Business Days after the date such notice is received by the Trust and the  Notes Trustee, and if Constellation is making a Cash Settlement Election, at least 10 days but not  more than 60 days following the date such notice is received by the Trust and the Notes Trustee;  provided that in the case of a Mandatory Exercise, the Settlement Date shall be the second  Business Day after the date of receipt, (iii) whether the Settlement Date is the Trust Dissolution  Date, (iv) the principal amount of Senior Notes with respect to which Constellation is exercising  the Issuance Right (the “Designated Amount”), which shall be an integral multiple of  $20,000,000 (or, in the event that the Available Amount is less than $20,000,000, for the  Available Amount) up to the Available Amount of Senior Notes, at the time the Issuance Right is  exercised, or, in the case of a Mandatory Exercise, the entire Available Amount (in respect of a  Mandatory Exercise Event occurring under clauses (i), (ii), (iii) or (vi) of the definition of  “Mandatory Exercise Event”), the Collateral Enforcement Amount (in respect of a Mandatory  Exercise Event occurring under clause (iv) of the definition of “Mandatory Exercise Event”) or  the Change of Control Offer Issuance Amount (in respect of a Mandatory Exercise Event  occurring under clause (v) of the definition of “Mandatory Exercise Event”)), (v) in the case of a  Voluntary Exercise or a Mandatory Exercise pursuant to a Change of Control Triggering Event  (solely to the extent of the Change of Control Offer Subject Amount), the principal amount of  Senior Notes, if any, as to which Constellation has made a Cash Settlement Election, (vi) in the  case of any Mandatory Exercise Event constituting a Collateral Enforcement Event, the face  amount of each series of Eligible Treasury Assets that have been withdrawn by the Collateral  Agent from the Trust Collateral Account (the “Removed Collateral”), (vii) the remaining  Available Amount, immediately after giving effect to the exercise of the Issuance Right pursuant  to the applicable Issuance Notice and (viii) whether all or any portion of the Notes Purchase  Price will be retained as Retained Eligible Treasury Assets. On the Settlement Date, (x) the  Notes Trustee shall deliver the Designated Amount of the Senior Notes or (y) with respect to any  Senior Notes as to which Constellation has made a Cash Settlement Election, Constellation shall  deliver the Cash Settlement Amount to the Trust against delivery of the Notes Purchase Price by  the Trust to Constellation. Subject to Section 3.3(e), upon the occurrence of a Mandatory  Exercise Event, the Eligible Treasury Assets will be delivered to Constellation by the Trust. Any  Eligible Treasury Assets delivered to Constellation by the Trust pursuant to this Agreement will,  subject to Section 3.3(e), (i) prior to the termination of the LC Agreement, at Constellation’s  





 






  -15-  4861-1002-9576 v.5  written instruction, either (x) be credited to the Retained Eligible Treasury Assets Account or, if  permitted under this Facility Agreement, to the Constellation Collateral Account, each of which  has been pledged in favor of the Collateral Agreement in accordance with the terms of the LC  Agreement, or (y) with respect to any Mandatory Exercise or Automatic Exercise, continue to be  held by the Trust as Retained Eligible Treasury Assets in the Retained Eligible Treasury Assets  Account, and (ii) at any time after the termination of the LC Agreement, be delivered or credited  to such account of Constellation as Constellation may specify in a written notice to the Trust. In  addition, to the extent that the Aggregate Collateral Amount exceeds the Minimum Collateral  Base at any time, upon written request of Constellation, the Excess Eligible Treasury Assets, as  certified by Constellation, shall be released from any Lien (other than a Lien for the benefit of  Constellation) created under the Pledge Agreement and Constellation shall be permitted to  withdraw such excess funds from the Retained Eligible Treasury Assets Account, and  Constellation shall be permitted to withdraw such excess assets from the Trust Collateral  Account in connection with any permitted exercise of the Issuance Right under this Agreement,  in accordance with Section 5(a) of the LC Agreement. This Agreement will terminate on the  Trust Dissolution Date, except with respect to obligations that have already accrued thereunder  prior to the Trust Dissolution Date.  Section 3.2. Automatic Exercise of the Issuance Right.  (a) The Trust shall deliver a notice substantially in the form of Annex D (such  notice, an “Automatic Exercise Notice”) to the Notes Trustee and Constellation within two  Business Days after obtaining actual knowledge of any Automatic Exercise Event that is not a  Bankruptcy Event, and the Settlement Date of such Automatic Exercise shall be the second  Business Day after the date such notice is received by the Notes Trustee, provided that if the  Notes Trustee receives notice that a Bankruptcy Event with respect to Constellation has occurred  before such Settlement Date, the Settlement Date shall be determined pursuant to Section 3.2(b).  (b) Constellation shall deliver an Automatic Exercise Notice to the Trust and  the Notes Trustee promptly upon becoming aware of any Bankruptcy Event with respect to  Constellation and provide the Notes Trustee and the Trust with either an order of the court  administering its bankruptcy, liquidation or similar proceeding authorizing the issuance and sale  of the Senior Notes to the Trust or an opinion of counsel that the Senior Notes may be issued and  sold to the Trust without obtaining any such order. The Settlement Date of such Automatic  Exercise shall be the second Business Day after such order or opinion of counsel is received by  the Trust and the Notes Trustee or, if later, the date required by such order.  (c) On the Settlement Date of an Automatic Exercise, the Notes Trustee shall  deliver the entire Available Amount of the Senior Notes to or upon the order of the Trust against  delivery of the Notes Purchase Price by the Trust to Constellation. Subject to Section 3.3(e),  upon the Settlement Date of an Automatic Exercise Event, the Eligible Treasury Assets will be  delivered to Constellation by the Trust. Any Eligible Treasury Assets delivered to Constellation  by the Trust pursuant to this Agreement will be credited (i) prior to the termination of the LC  Agreement, to the Retained Eligible Treasury Assets Account or, if permitted pursuant to the  terms of this Facility Agreement and the LC Agreement, to the Constellation Collateral Account,  which has been, or in the case of the Constellation Collateral Account will be, pledged in favor  of the Collateral Agent in accordance with the terms of the LC Agreement and (ii) at any time  





 






  -16-  4861-1002-9576 v.5  after the termination of the LC Agreement, to such account of Constellation as Constellation may  specify in a written notice to the Trust.  Section 3.3. Settlement and Delivery.  (a) Delivery of the Senior Notes (or the Cash Settlement Amount, in respect  of any Senior Notes as to which Constellation has made a Cash Settlement Election) and the  Notes Purchase Price, in respect of any exercise of the Issuance Right shall take place prior to  3:00 p.m. on the applicable Settlement Date. Unless otherwise changed by a prior written notice  to the Trust by Constellation (including, without limitation, an Issuance Notice), on the  applicable Settlement Date, subject to the receipt of the Senior Notes (or such Cash Settlement  Amount), the Notes Purchase Price shall be delivered to or upon the order of Constellation  according to the delivery instructions provided by Constellation. For the avoidance of doubt, any  delay in delivery of any Senior Notes or Cash Settlement Amount or the Notes Purchase Price  shall not extinguish the rights of Constellation or the Trust to receive the Notes Purchase Price or  any Cash Settlement Amount or Senior Notes, as the case may be, following the exercise of the  Issuance Right.  (b) Payment of the Notes Purchase Price shall be subject to set-off against any  amounts due and unpaid by Constellation to the Trust on the applicable Settlement Date pursuant  to this Agreement, the Trust Declaration or the Trust Expense Reimbursement Agreement and  such set-off shall be deemed to satisfy the Trust’s obligation to pay the Notes Purchase Price  with respect to such set-off amounts (with the Eligible Treasury Assets included in the Notes  Purchase Price being valued for the purpose of such set-off based on the proceeds received  therefor by the Trust). Except as set forth in the immediately preceding sentence, payment of the  Notes Purchase Price by the Trust shall be made as provided in this ARTICLE III without set- off, claim, recoupment, deduction or counterclaim. For the avoidance of doubt, the delivery of  Eligible Treasury Assets to the Collateral Agent in connection with a Collateral Enforcement  Event shall constitute payment of the relevant portion of the Notes Purchase Price by the Trust  for the issuance of Senior Notes in connection with the related Mandatory Exercise.  (c) Each of Constellation and the Trust hereby covenants and agrees that its  delivery of the Senior Notes or the Notes Purchase Price, respectively, pursuant to this  ARTICLE III shall be made free and clear of any adverse claims (other than (i) the claims of the  Collateral Agent on the Note Purchase Price delivered to the Retained Eligible Treasury Assets  Account or Constellation Collateral Account, as applicable, or (ii) that arise as a result of the  actions of, or claims against, another party hereto), together with all transfer and registration  documents (or all notices, instructions or other communications) as are necessary to convey title  to the Senior Notes or the Notes Purchase Price to the Trust or Constellation (or its nominee), as  the case may be and cause them to be a protected purchaser (within the meaning of the New  York Uniform Commercial Code) of the Senior Notes or the Notes Purchase Price, as the case  may be. Regardless of when they are issued and sold to the Trust, and whether they are issued  and sold to the Trust pursuant to one exercise or several exercises, all Senior Notes issued shall  consist of a single series of securities under the Notes Indenture.  (d) Prior to the termination of the LC Agreement, following any Mandatory  Exercise or Automatic Exercise of the Issuance Right, in lieu of receiving the Eligible Treasury  





 






  -17-  4861-1002-9576 v.5  Assets from the Trust, Constellation has the right to require the Trust to continue to hold such  Eligible Treasury Assets subject to the terms of the Pledge Agreement as Retained Eligible  Treasury Assets. However, the Holders of the Trust Securities will have no interest in and no  rights to receive delivery of any Retained Eligible Treasury Assets or proceeds thereof.  (e) Notwithstanding anything to the contrary, prior to termination of the LC  Agreement, Eligible Treasury Assets that are pledged to the Collateral Agent pursuant to the  Pledge Agreement shall only be delivered to Constellation by the Trust if, upon the delivery of  such Eligible Treasury Assets to Constellation (i) such Eligible Treasury Assets will continue to  be pledged to the Collateral Agent pursuant to the Pledge Agreement and (ii) no default would  exist or result under the LC Agreement or the Pledge Agreement from the delivery of such  Eligible Treasury Assets (any Eligible Treasury Assets retained by the Trust after the exercise of  the Issuance Right pursuant to such limitation, the “Blocked Eligible Treasury Assets”). The  Trust and the Trustee may conclusively rely on the statements of Constellation in any Issuance  Notice or any Mandatory Exercise Notice as to whether any Eligible Treasury Assets are  Retained Eligible Treasury Assets. Any Retained Eligible Treasury Assets shall be transferred by  the Trust from the Trust Collateral Account to the Retained Eligible Treasury Assets Account.  ARTICLE IV  FACILITY FEE AND PURCHASE OF ELIGIBLE TREASURY ASSETS  Section 4.1. Facility Fee. In consideration of the Trust’s agreement to purchase the  Senior Notes upon the exercise of the Issuance Right in accordance with the terms of this  Agreement, Constellation shall pay to the Trust, by wire transfer in immediately available funds,  by 11:00 a.m. on each Distribution Date in arrears in respect of the Distribution Period ending on  such Distribution Date, a premium (the “Facility Fee”) in an amount equal to 1.475% per annum  applied to the Maximum Amount minus the aggregate principal amount of Senior Notes then  outstanding and held by the Trust as of the close of business on the Business Day immediately  preceding such Distribution Date, as applicable, calculated on a 30/360 Basis.  Section 4.2. Special Facility Fee. In the event (x) the Trust has not received all  payments due on any Distribution Date with respect to the Eligible Treasury Assets (other than  Retained Eligible Treasury Assets) and Constellation has not paid for all Defaulted Eligible  Treasury Assets required to be purchased at their face amount from the Trust pursuant to  Section 4.3 by 5:00 p.m. on such Distribution Date or (y)  Constellation has failed to pay any  amount due under this Agreement, the Trust Expense Reimbursement Agreement or the Senior  Notes, by 5:00 p.m. on any Distribution Date (such amounts in clauses (x) or (y) above, the  “Overdue Amounts”), Constellation shall pay to the Trust, by wire transfer in immediately  available funds, the Special Facility Fee no later than 11:00 a.m. on the earliest of (i) the date on  which the Trust is required to distribute any Overdue Amount pursuant to Section 5.8(d) of the  Trust Declaration, (ii) the Settlement Date of the exercise of the entire Available Amount after  such Distribution Date and (iii) the date on which any Overdue Amount is paid in respect of any  amounts payable on the Trust Dissolution Date (the “Special Facility Fee Payment Date”).  Section 4.3. Purchase of Defaulted Eligible Treasury Assets. Constellation hereby  agrees to purchase from the Trust on any Distribution Date any Defaulted Eligible Treasury  





 






  -18-  4861-1002-9576 v.5  Assets (or the proceeds thereof) for an amount equal to their face amount by wire transfer in  immediately available funds.  ARTICLE V  OBLIGATIONS ABSOLUTE  Section 5.1. Obligations Absolute. The Trust acknowledges that the obligations of the  Trust undertaken under this Agreement are absolute, irrevocable and unconditional irrespective  of any circumstances whatsoever, including any defense otherwise available to the Trust, in  equity or at law, including the defense of fraud, any defense based on the failure of Constellation  to disclose any matter, whether or not material, to the Trust or any other Person, and any defense  of breach of warranty or misrepresentation, and irrespective of any other circumstance that might  otherwise constitute a legal or equitable discharge or defense under any and all circumstances  whatsoever. The enforceability and effectiveness of this Agreement and the liability of the Trust,  and the rights, remedies, powers and privileges of Constellation under this Agreement shall not  be affected, limited, reduced, discharged or terminated, and the Trust hereby expressly waives, to  the fullest extent permitted by applicable law, any defense now or in the future arising by reason  of:  (i) the illegality, invalidity or unenforceability of all or any part of the  Trust Declaration;  (ii) any action taken, or omission to act, by Constellation;  (iii) any change in the direct or indirect ownership or control of  Constellation or of any shares or ownership interests thereof; and  (iv) any other circumstance whatsoever that might otherwise constitute  a legal or equitable discharge or defense of or for the Trust; provided that,  notwithstanding the provisions of this Section 5.1, the Trust shall have no further  obligations hereunder after this Agreement is terminated. The breach of any  covenant, representation or warranty made in this Agreement by the Trust or  Constellation shall not result in the termination of the Issuance Right or limit the  rights of the Trust or Constellation hereunder.  Other than as specifically set forth herein, neither the Trust nor the Trustee shall be  entitled to receive from Constellation any certificate, opinion or other document in connection  with the exercise of the Issuance Right.  Section 5.2. No Waiver. For the avoidance of doubt, so long as the Issuance Right has  not terminated, no failure or delay by Constellation in exercising its rights hereunder shall  operate as a waiver of its rights hereunder except as specifically provided in this Agreement.  ARTICLE VI  REPRESENTATIONS AND WARRANTIES  Section 6.1. Representations of the Trust. The Trust represents and warrants to  Constellation that, as of the date hereof:  





 






  -19-  4861-1002-9576 v.5  (a) the Trust is duly organized and validly existing under the Statutory Trust  Act and has the power and authority to own its assets and to conduct its activities;  (b) its entry into, exercise of its rights and performance of or compliance with  its obligations under this Agreement do not and will not violate (i) any law to which it is subject,  (ii) any of its constituent documents, or (iii) any agreement to which it is a party or which is  binding on it or its assets;  (c) it has the power to enter into, and to exercise its rights and perform and  comply with its obligations under, this Agreement and has taken all necessary action to authorize  the execution, delivery and performance of this Agreement;  (d) it will obtain and maintain in effect and comply with the terms of all  necessary consents, registrations and the like of or with any government or other regulatory body  or authority applicable to this Agreement;  (e) its obligations under this Agreement are valid, binding and enforceable at  law, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar  laws affecting creditors’ rights generally and to general principles of equity and the discretion of  the court (regardless of whether the enforcement of such remedies is considered in a proceeding  in equity or at law) (the “Enforceability Exceptions”);  (f) it is not in default under any agreement to which it is a party or by which it  or its assets is or are bound and no litigation, arbitration or administrative proceedings are current  or pending, which default, litigation, arbitration or administrative proceedings would be material  in the context of this Agreement; and  (g) no consent, approval, authorization or order of any court or governmental  authority, agency, commission or commissioner or other regulatory authority is required for the  consummation by the Trust of the transactions contemplated by this Agreement.  Section 6.2. Representations of Constellation. Constellation represents and warrants to  the Trust that, as of the date hereof:  (a) it is duly incorporated and validly existing under the laws of the  jurisdiction of its incorporation, with power and authority (corporate and other) to own, lease and  operate its properties and to conduct its business;  (b) its compliance with all of the provisions of this Agreement and the  consummation of the transactions herein contemplated do not and will not result in any violation  of the provisions of (i) the articles of incorporation or bylaws or other organizational documents,  as applicable, of Constellation, (ii) any statute or any order, rule or regulation of any court or  governmental agency or body having jurisdiction over Constellation, any of its subsidiaries or  any of its respective properties, or (iii) any indenture, mortgage, deed of trust, loan agreement or  other agreement or instrument to which Constellation or any Subsidiary is a party or by which  Constellation or any Subsidiary is bound or to which any of the property or assets of  Constellation or any Subsidiary is subject, which violation (in the case of clauses (ii) or (iii))  would be material relative to the expected benefits to the parties to this Agreement;  





 






  -20-  4861-1002-9576 v.5  (c) it has the corporate power to enter into, and to exercise its rights and  perform and comply with its obligations under, this Agreement and this Agreement has been  duly authorized, executed and delivered by it;  (d) it will use commercially reasonable efforts to obtain and maintain in effect  and comply with the terms of any necessary consents, registrations and the like of or with any  government or other regulatory body or authority applicable to this Agreement;  (e) its obligations under this Agreement are valid, binding and enforceable  against Constellation in accordance with the terms of this Agreement, subject to the  Enforceability Exceptions;  (f) it is not in default under any agreement to which it is a party or by which it  or its assets is or are bound and, other than as set forth in the Offering Memorandum, there are  no legal or governmental proceedings pending to which Constellation or any of its Subsidiaries is  a party or of which any property of Constellation or any of its Subsidiaries is the subject and, to  the best of Constellation’s knowledge, no such proceedings are threatened or contemplated by  governmental authorities or threatened by others, which default or legal or governmental  proceedings would be material relative to the expected benefits to the parties to this Agreement;  (g) it is not necessary in order to ensure the validity, effectiveness,  performance or enforceability of this Agreement that any document be filed, registered or  recorded in any public office or elsewhere other than those that have been duly filed, registered  or recorded and are in full force and effect;  (h) no consent, approval, authorization, order, registration or qualification of  or with any court or governmental agency or body having jurisdiction over Constellation, any of  its Subsidiaries or any of its or their respective properties is required for the execution and  performance by Constellation of its obligations under this Agreement which consent, approval,  authorization, order, registration or qualification would be material relative to the expected  benefits to the parties to this Agreement, except such as have been, or will have been prior to the  time of delivery of the Senior Notes, obtained and, assuming the accuracy of the representations,  warranties and agreements of the Trust herein and in the Purchase Agreement, dated as of  February 2, 2022, by and among Constellation, the Trust and Credit Suisse Securities (USA)  LLC and RBC Capital Markets, LLC, as representatives of the several initial purchasers named  in Schedule I thereto (the “Purchase Agreement”), it is not necessary in connection with the sale  and delivery of the Senior Notes by Constellation to the Trust, pursuant to the terms hereof in  accordance with and in the manner contemplated by the Notes Purchase Agreement, this  Agreement and the Offering Memorandum, to register the Senior Notes under the Securities Act;  and  (i) the Senior Notes have been duly authorized by Constellation and, when  issued pursuant to the Notes Indenture and delivered pursuant to this Agreement, the Senior  Notes will have been duly executed, authenticated, issued and delivered, and will constitute valid  and legally binding obligations of Constellation, entitled to the benefits provided by the Notes  Indenture, enforceable in accordance with their terms, subject to the Enforceability Exceptions.  





 






  -21-  4861-1002-9576 v.5  ARTICLE VII  MISCELLANEOUS  Section 7.1. Inconsistency. If there is any inconsistency between any provision of this  Agreement and any other Transaction Agreement, the provisions of this Agreement shall prevail  to the extent of such inconsistency but not otherwise.  Section 7.2. Binding Effect. All agreements contained in this Agreement shall bind the  successors, assigns, receivers, trustees and representatives of the Trust, Constellation, the Notes  Trustee and the Holders of the Trust Securities.  Section 7.3. Amendments. This Agreement may be amended by Constellation and the  Trust with the consent of at least a Majority of Holders, except that (x) the unanimous consent of  the Holders of the Trust Securities is required for any change in the payment terms in the  definition of “Special Facility Fee”, Section 2.2, ARTICLE III or ARTICLE IV that would affect  the timing or amount of any distribution by the Trust pursuant to the Trust Declaration and (y)  the consent of the Collateral Agent is required for any amendment to Section 3.3(e).  Notwithstanding the foregoing, no such consent of Holders shall be required for any amendment  to this Agreement (a) to cure any ambiguity or correct any mistake or conform the terms of this  Agreement to the description thereof in the Offering Memorandum, (b) to correct or supplement  any provision of this Agreement that may be defective or inconsistent with any other provision  of this Agreement or the Trust Declaration, (c) as determined in good faith by an Authorized  Officer of Constellation in an Officer’s Certificate delivered to the Notes Trustee, to make any  change that does not adversely affect the rights of any Holder in any material respect or (d) to  make any other change that may in the reasonable judgment of Constellation be necessary or  appropriate to prevent the occurrence of any Investment Company Act Event or P-Caps Tax  Event or that would not be adverse to the interests of the Holders, provided that such change  would not change the timing or amount of any distribution to the Holders of the Trust Securities  or the U.S. federal income tax treatment of the Holders as the owners of indebtedness of  Constellation, either held directly or held through the Trust and would not otherwise reasonably  be expected to have a material adverse effect on Holders. The consent of the Notes Trustee is  required for any amendment that affects the rights, duties or immunities of the Notes Trustee  under this Agreement or otherwise.  Section 7.4. Assignment. Neither the Trust nor Constellation may assign its rights or  obligations under this Agreement to any other Person, except that Constellation may assign its  rights and obligations under this Agreement to any Person to whom it assigns its rights and  obligations under the Notes Indenture, which Person shall assume all of such rights and  obligations under this Agreement either by operation of law or by express agreement. Any  purported assignment in violation of this Section 7.4 shall be void. For the avoidance of doubt,  this Agreement does not prohibit Constellation from entering into a merger, consolidation or sale  of all or substantially all of its assets.  Section 7.5. Third-Party Beneficiary. The Collateral Agent is an intended third-party  beneficiary of this Agreement and may enforce Section 3.3(e) and Section 7.3 of this Agreement  as if it were a party hereto.  





 






  -22-  4861-1002-9576 v.5  Section 7.6. Notices.  (a) Any notice, request or other communication required or permitted to be  given hereunder shall be given in writing by delivering the same against receipt therefor in  person, by registered or certified mail, by nationally recognized overnight courier or as a pdf.  attachment to an email, addressed as follows:  If to Constellation at:  Constellation Energy Generation, LLC  200 Exelon Way   Kennett Square, Pennsylvania 19348  Attention: General Counsel     With a copy (which shall not constitute notice) to:  Ballard Spahr LLP  1735 Market Street, 51st Floor  Philadelphia, Pennsylvania 19103  Attention: Patrick R. Gillard, Esq.    If to the Trust at:  Fells Point Funding Trust  c/o Deutsche Bank Trust Company Americas, as Trustee  Trust & Agency Services  1 Columbus Circle, 17th Floor  MS:NYC01-1710    New York, New York 10019  Attention: Corporates Team -Fells Point Funding Trust, Constellation, SF7147     If to the Notes Trustee at:  Deutsche Bank Trust Company Americas, as Notes Trustee  Trust & Agency Services  1 Columbus Circle, 17th Floor  MS:NYC01-1710    New York, New York 10019  Attention: Corporates Team -Fells Point Funding Trust, Constellation, SF7147     (b) Any such notice shall be effective upon delivery, if delivered in person;  upon acknowledgement of receipt (in writing or orally), if delivered by email; on the fifth day  after deposited in the mail, postage prepaid, if delivered by registered or certified mail; and on  the day after deposit with a nationally recognized overnight courier, if delivered by overnight  courier.  (c) Any party hereto may change its address, email address or telephone  number for notices and other communications hereunder by notice to the other parties hereto in  accordance with this Section 7.6.  





 






  -23-  4861-1002-9576 v.5  (d) The Notes Trustee agrees to accept and act upon instructions or directions  pursuant to this Agreement sent by unsecured email or other similar unsecured electronic  methods. The Notes Trustee shall not be liable for any losses, costs or expenses arising directly  or indirectly from the Notes Trustee’s reliance upon and compliance with such instructions or  directions notwithstanding such instructions or directions conflict or are inconsistent with a  subsequent written instruction or direction or if the subsequent written instruction or direction is  never received. Subject to the standard of care applicable to the Notes Trustee under the Notes  Indenture, the party providing instructions or directions by unsecured email or other similar  unsecured electronic methods, as aforesaid, agrees to assume all risks arising out of the use of  such electronic methods to submit instructions and directions to the Notes Trustee, including,  without limitation, the risk of the Notes Trustee acting on unauthorized instructions, and the risk  of interception and misuse by third parties.  Section 7.7. Governing Law. This Agreement shall be governed by and construed in  accordance with the laws of the State of New York.  Section 7.8. Jurisdiction. Each of the parties hereto agrees that any legal suit, action or  proceeding arising out of or in connection with or based upon this Agreement (“Proceedings”)  may be instituted in any state or Federal court in the Borough of Manhattan, The City of New  York, New York, United States of America; waives, to the extent it may effectively do so, any  objection that it may have now or hereafter to the laying of the venue of any such suit, action or  proceeding; and irrevocably submits to the exclusive jurisdiction of any such court in any such  suit, action or proceeding. Each of the parties hereto agrees that process shall be deemed served  if sent to it at the address given for notices under this Agreement and that nothing in this  Agreement shall affect any party’s right to serve process in any other manner permitted by law.  Each of the parties hereto agree that final judgment against it in any Proceeding shall be  enforceable in any other jurisdiction within or outside the United States by suit on the judgment.  Each of the parties hereby irrevocably waives, to the extent permitted by law, any immunity to  jurisdiction to which it may otherwise be entitled (including immunity to pre-judgment  attachment, post-judgment attachment and execution) in any Proceeding. The provisions of this  Section 7.8 are intended to be effective upon the execution of this Agreement without any further  action by any of the parties and the introduction of a true copy of this Agreement into evidence  shall be conclusive and final evidence as to such matters.  Section 7.9. WAIVER OF TRIAL BY JURY. EACH OF CONSTELLATION, THE  TRUST AND THE NOTES TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE  FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO  TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO  THIS AGREEMENT, THE SENIOR NOTES OR THE TRANSACTIONS CONTEMPLATED  BY THIS AGREEMENT.  Section 7.10. Counterparts. This Agreement may be executed in one or more  counterparts, each of which shall be deemed an original, but all of which shall together constitute  one and the same instrument. The words “execution”, “signed”, “signature”, and words of like  import in this Agreement including, without limitation, with respect to addendums, amendments,  notices, instructions, communications with respect to the delivery of securities or the wire  transfer of funds or other communications, shall include electronic signatures (including without  





 






  -24-  4861-1002-9576 v.5  limitation, Diligent, DocuSign and AdobeSign or any other similar platform identified by  Constellation and reasonably available at no undue burden or expense to the Notes Trustee, with  respect to the signatures of the Notes Trustee) with respect to this Agreement and all notices or  other documents to be delivered in connection herewith. The exchange of copies of this  Agreement and of signature pages by facsimile or email transmission of PDF files shall  constitute effective execution and delivery of this Agreement as to the parties hereto and may be  used in lieu of the original Agreement for all purposes. Signatures of the parties hereto  transmitted by facsimile or email transmission of PDF files shall be deemed to be their original  signatures for all purposes.  Section 7.11. Severability. If any one or more of the provisions contained herein, or the  application thereof in any circumstances, is invalid, illegal or unenforceable in any respect for  any reason, the validity, legality and enforceability of any such provision in every other respect  and of the remaining provisions hereof shall not be in any way impaired or affected, it being  intended that all of the Trust’s, Constellation’s and the Notes Trustee’s rights, immunities and  privileges shall be enforceable to the fullest extent permitted by law, provided that, if the  omission of such provision would alter the fundamental expectations of the parties hereto, such  provision shall not be severable.  Section 7.12. Limitation of Liability. It is expressly understood that (i) this Agreement is  executed and delivered by Deutsche Bank NY, as Trustee, not individually or personally but  solely as Trustee, in the exercise of the powers and authority conferred and vested in it under the  Trust Declaration, (ii) each of the representations, undertakings and agreements herein made on  the part of the Trust is made and intended not as a personal representation, undertaking or  agreement by Deutsche Bank NY, but is made and intended for the purpose for binding only the  Trust, (iii) nothing herein contained shall be construed as creating any liability on Deutsche Bank  NY, as Trustee, or Deutsche Bank DE, as Delaware Trustee, of the Trust, individually or  personally, to perform any covenant either expressed or implied contained herein of the Trust, all  such liability, if any, being expressly waived by the parties hereto and by any Person claiming  by, through or under the parties hereto, (iv) Deutsche Bank NY has made no investigation as to  the accuracy or completeness of any representations and warranties made by the Trust in this  Agreement and (v) under no circumstances shall Deutsche Bank NY be personally liable for the  payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any  obligation, representation, warranty or covenant made or undertaken by the Trust under this  Agreement or any other related documents. The Trustee shall not be responsible for making any  calculation with respect to any matter under this Agreement and shall have no duty to monitor or  investigate Constellation’s compliance with any representation, warranty, covenant or agreement  made by it under this Agreement or any other agreement relating hereto.  Section 7.13. The Notes Trustee.  (a) In entering into and performing its duties under this Agreement as Notes  Trustee, Deutsche Bank NY is acting in its capacity as Notes Trustee under the Notes Indenture  and shall be entitled to all of the exculpations, protections, immunities, indemnities and standard  of care available to it thereunder. Without limiting the foregoing, the Notes Trustee (i) may  conclusively rely and shall be protected in acting upon any Issuance Notice or Automatic  Exercise Notice believed by it to be genuine and to have been signed or presented by the proper  





 






  -25-  4861-1002-9576 v.5  party or parties and may conclusively rely on the truth and correctness of any statement  contained therein, including, without limitation, as to the proper principal amount of Senior  Notes to be authenticated and delivered, (ii) in authenticating and delivering any Senior Notes  hereunder, shall not be responsible for determining whether the related Notes Purchase Price has  been delivered by the Trust to Constellation or whether the Notes Purchase Price, when so  delivered, is in the proper amount, (iii) undertakes to perform such duties and only such duties as  are specifically set forth in this Agreement, and no implied covenants, duties or obligations shall  be read into this Agreement against the Notes Trustee, (iv) shall not be charged with notice or  knowledge of an Automatic Exercise Event unless notified of such event under Section 3.2, and  (v) shall not be deemed to owe any fiduciary duty to the holders of the Trust Securities.  (b) The Notes Trustee shall not be responsible for making any calculation  with respect to any matter under this Agreement and shall have no duty to monitor or investigate  Constellation’s or the Trust’s compliance with any representation, warranty, covenant, or  agreement made by either of them under this Agreement or any other agreement relating hereto.  [Signature Pages Follow]    





 






  [Signature Page to Facility Agreement]  4861-1002-9576 v.5  IN WITNESS WHEREOF, the parties hereto have caused this Facility Agreement to be  duly executed as of the day and year first above written.  FELLS POINT FUNDING TRUST    By: DEUTSCHE BANK TRUST  COMPANY AMERICAS, not in its  individual capacity but solely as  Trustee     By: /s/ Bridgette Casasnovas   Name: Bridgette Casasnovas   Title: Vice President      By: /s/ Robert Peschler   Name: Robert Peschler   Title: Vice President           





 






  [Signature Page to Facility Agreement]  4861-1002-9576 v.5  CONSTELLATION ENERGY  GENERATION, LLC    By: /s/ Shane Smith   Name: Shane Smith   Title: Vice President and Treasurer     





 






  [Signature Page to Facility Agreement]  4861-1002-9576 v.5    DEUTSCHE BANK TRUST COMPANY  AMERICAS, not in its individual capacity  but solely as Notes Trustee    By: /s/  Bridgette Casasnovas   Name: Bridgette Casasnovas   Title: Vice President      By: /s/ Robert Peschler   Name: Robert Peschler   Title: Vice President    





 






  A-1  4861-1002-9576 v.5  ANNEX A  FORM OF ISSUANCE NOTICE  To: Fells Point Funding Trust  c/o Deutsche Bank Trust Company Americas, as Trustee  Trust & Agency Services  1 Columbus Circle, 17th Floor  MS:NYC01-1710    New York, New York 10019  Attention: Corporates Team -Fells Point Funding Trust, Constellation, SF7147     To: Deutsche Bank Trust Company Americas,  as Notes Trustee under the Indenture Relating to the Senior Notes Referred to Below,  Trust & Agency Services  1 Columbus Circle, 17th Floor  MS:NYC01-1710    New York, New York 10019  Attention: Corporates Team -Fells Point Funding Trust, Constellation, SF7147     Date:  Re: Notice of Exercise of Right to Issue Constellation’s 3.046% Senior Notes due January 31,  2027 (the “Senior Notes”) under the Facility Agreement  Ladies and Gentlemen:  This notice is an Issuance Notice for the purposes of Section 3.1 of the Facility  Agreement, dated as of February 9, 2022 (the “Facility Agreement”), among Constellation  Energy Generation, LLC, Fells Point Funding Trust (the “Trust”) and Deutsche Bank Trust  Company Americas, as Notes Trustee. Capitalized terms used and not defined herein shall have  the respective meanings given to such terms in the Facility Agreement.  The exercise of the Issuance Right pursuant to this Issuance Notice [is][is not] a  Mandatory Exercise.  The Designated Amount with respect to this exercise shall be $__________,1 and the  remaining Available Amount immediately after giving effect to the exercise of the  Issuance Right pursuant to this Issuance Notice shall be $__________.  The Settlement Date with respect to this exercise shall be__________. 2    1  This must be an integral multiple of $20,000,000 in the case of a Voluntary Exercise (or, in the event that the  Available Amount is less than $20,000,000, the Available Amount), and must be the entire Available Amount  in the case of a Mandatory Exercise (other than as specified in the definition of “Mandatory Exercise Event”).  2  This must be a Business Day on or prior the Trust Dissolution Date under the Trust’s Amended and Restated  Trust Declaration of Trust and at least two Business Days after the date this Issuance Notice is received by the  





 






  A-2  4861-1002-9576 v.5  Include only for if a Cash Settlement Election is made — [We hereby make a Cash  Settlement Election with respect to $__________3  principal amount of Senior Notes subject to  this exercise.]  [The Removed Collateral is as follows:  CUSIP No. Face Amount       We hereby certify that the Collateral Enforcement Amount is a principal amount of  Senior Notes such that all of the Removed Collateral would be included in the Notes Purchase  Price for the exercise of the Issuance Right with respect to the Collateral Enforcement Amount  (assuming for purposes of determining the Notes Purchase Price that none of the Eligible  Treasury Assets would be Blocked Eligible Treasury Assets)].4   [Upon the occurrence of a Mandatory Exercise Event, [the Eligible Treasury Assets will  be delivered to Constellation by the Trust][the Eligible Treasury Assets will constitute Retained  Eligible Treasury Assets and will continue to be held by the Trust]]5.  The Settlement Date [is][is not] the Trust Dissolution Date under the Trust’s Amended  and Restated Declaration of Trust.6   We hereby direct the Trust and [Deutsche Bank NY], as trustee thereof (the “Trustee”), to  deliver the Notes Purchase Price as provided in ARTICLE III of the Facility Agreement, to [the  [Retained Eligible Treasury Assets Account][Constellation Collateral Account], which has been  pledged in favor of the Collateral Agent in accordance with the terms of the LC Agreement]7 [the  following account: ____________________]8. [We hereby represent and warrant that (i) the  Eligible Treasury Assets constituting the Notes Purchase Price to be delivered to the    Trust and the Notes Trustee, or if a Cash Settlement Election is being made, at least 10 days but not more than  60 days following the date this Issuance Notice is received by the Trust and the Notes Trustee, or in the case of  a Mandatory Exercise, the second Business Day after the date this Issuance Notice is received by the Trust and  the Notes Trustee.  3  In connection with a Mandatory Exercise pursuant to a Change of Control Triggering Event, this must be the  Change of Control Offer Subject Amount.  4  Include only for a Collateral Enforcement Event.  5  Do not include if Eligible Treasury Assets are delivered in connection with a Collateral Enforcement Event.  6  See Section 8.1(a) of the Amended and Restated Declaration of Trust  7  Include if LC Agreement is still in effect. In the event the Constellation Collateral Account is designated, the  representation in the following sentence must be included. The Constellation Collateral Account must be  selected upon the exercise of the Issuance Right of a Mandatory Exercise pursuant to an Investment Company  Act Event.   8  Select if the LC Agreement is no longer in effect.  





 






  A-3  4861-1002-9576 v.5  Constellation Collateral Account will continue to be pledged to the Collateral Agent pursuant to  the Pledge Agreement and (ii) no default would exist or result under the LC Agreement or the  Pledge Agreement from the delivery of such Eligible Treasury Assets.]9  If the Settlement Date is not the Trust Dissolution Date and a Cash Settlement Election is  not made with respect to the entire Designated Amount — [We hereby instruct Deutsche Bank  Trust Company Americas, as Registrar under the Notes Indenture, to increase the outstanding  principal amount of the Senior Notes registered in the name of the Trust on its books and records  by $__________10  on the Settlement Date.]  If the Settlement Date is the Trust Dissolution Date — [We hereby instruct Deutsche  Bank Trust Company Americas, as Notes Trustee under the Notes Indenture, [to (i) transfer the  principal balance and any accrued interest under the Initial Note Certificate to the Global  Securities and cancel the Initial Note Certificate referred to in the Company Order, dated  February [9], 2022, a copy of which is attached hereto as Exhibit 1, (ii) cause DTC to allocate  the Global Securities to Holders of the Trust Securities and (iii) provide prompt written  confirmation of such actions to the Trustee and Constellation ]11.]       9  Select if the LC Agreement is still in effect and Eligible Treasury Assets are to be delivered to the Constellation  Collateral Account.  10  Insert the Designated Amount less the principal amount of Senior Notes, if any, as to which a Cash Settlement  Election is made.  11  If, at the time this notice is delivered, Constellation determines that the Securities will not be eligible for  delivery through DTC on the Trust Dissolution Date, substitute “to cancel the Initial Note Certificate and to  authenticate and deliver individual Securities as provided in the Company Order accompanying this notice.”  





 






  A-4  4861-1002-9576 v.5  CONSTELLATION ENERGY  GENERATION, LLC    By:    Name:    Title:     By:    Name:    Title:        





 






  A-5  4861-1002-9576 v.5  EXHIBIT 1 TO ANNEX A  COMPANY ORDER    





 






  B-1  4861-1002-9576 v.5  ANNEX B  FORM OF WAIVER OF REPURCHASE RIGHT  To: Fells Point Funding Trust  c/o Deutsche Bank Trust Company Americas, as Trustee,  Trust & Agency Services  1 Columbus Circle, 17th Floor  MS:NYC01-1710    New York, New York 10019  Attention: Corporates Team -Fells Point Funding Trust, Constellation, SF7147     To: Deutsche Bank Trust Company Americas,  as Notes Trustee under the Indenture Relating to the Senior Notes Referred to Below,  Trust & Agency Services  1 Columbus Circle, 17th Floor  MS:NYC01-1710    New York, New York 10019  Attention: Corporates Team -Fells Point Funding Trust, Constellation, SF7147     Date:  Re: Notice of Waiver of the Repurchase Right under the Facility Agreement Ladies and  Gentlemen:  We hereby irrevocably waive the Repurchase Right, as defined in and pursuant to the  Facility Agreement, dated as of February 9, 2022, among Constellation Energy Generation, LLC,  Fells Point Funding Trust, and Deutsche Bank Trust Company Americas, as Notes Trustee.  CONSTELLATION ENERGY  GENERATION, LLC    By:    Name:    Title:       





 






  C-1  4861-1002-9576 v.5  ANNEX C  FORM OF REPURCHASE NOTICE  To: Fells Point Funding Trust  c/o Deutsche Bank Trust Company Americas, as Trustee  Trust & Agency Services  1 Columbus Circle, 17th Floor  MS:NYC01-1710    New York, New York 10019  Attention: Corporates Team -Fells Point Funding Trust, Constellation, SF7147     To: Deutsche Bank Trust Company Americas,  as Notes Trustee under the Indenture Relating to the Senior Notes Referred to Below,  Trust & Agency Services  1 Columbus Circle, 17th Floor  MS:NYC01-1710    New York, New York 10019  Attention: Corporates Team -Fells Point Funding Trust, Constellation, SF7147     Date:  Re: Notice of the Exercise of the Repurchase Right under the Facility Agreement  Ladies and Gentlemen:  We refer to the Facility Agreement, dated as of February 9, 2022 (the “Facility  Agreement”), among Constellation Energy Generation, LLC (“Constellation”), Fells Point  Funding Trust (the “Trust”) and Deutsche Bank Trust Company Americas, as Notes Trustee.  Capitalized terms used and not defined herein shall have the respective meanings given to such  terms in the Facility Agreement.  Pursuant to Section 2.2 of the Facility Agreement, we hereby exercise the Repurchase  Right with respect U.S.$__________12 principal amount of the 3.046% Senior Notes due January  31, 2027 (the “Senior Notes”) held by the Trust. The Repurchase Settlement Date shall  be__________.13       12  Any repurchase of Senior Notes then outstanding and held by the Trust shall be made as to an integral multiple  of $20,000,000 principal amount of Senior Notes.  13  This must be at least three Business Days after the date this notice is delivered to the Trust and the Notes  Trustee.  





 






  C-2  4861-1002-9576 v.5  We hereby instruct Deutsche Bank Trust Company Americas, as Registrar under the  Notes Indenture, to reduce the outstanding principal amount of Senior Notes registered in the  name of the Trust on its books and records by the above principal amount on the Repurchase  Settlement Date.  Yours faithfully,  CONSTELLATION ENERGY  GENERATION, LLC    By:    Name:    Title:     By:    Name:    Title:       





 






  D-1  4861-1002-9576 v.5  ANNEX D  FORM OF AUTOMATIC EXERCISE NOTICE  To:14 Deutsche Bank Trust Company Americas,   as Notes Trustee under the Indenture Relating to the Senior Notes Referred to Below  Trust & Agency Services  1 Columbus Circle, 17th Floor  MS:NYC01-1710    New York, New York 10019  Attention: Corporates Team -Fells Point Funding Trust, Constellation, SF7147     To: Constellation Energy Generation, LLC  200 Exelon Way   Kennett Square, Pennsylvania 19348    To: Fells Point Funding Trust  c/o Deutsche Bank Trust Company Americas, as Trustee  Deutsche Bank Trust Company Americas   Trust & Agency Services  1 Columbus Circle, 17th Floor  MS:NYC01-1710    New York, New York 10019  Attention: Corporates Team -Fells Point Funding Trust, Constellation, SF7147     Date:  Re: Notice of Automatic Exercise Event under the Facility Agreement Ladies and  Gentlemen:  We refer to the Facility Agreement, dated as of February 9, 2022 (the “Facility  Agreement”), among Constellation Energy Generation, LLC (“Constellation”), Fells Point  Funding Trust and Deutsche Bank Trust Company Americas, as Notes Trustee. Capitalized terms  used and not defined herein shall have the respective meanings given to such terms in the  Facility Agreement.  [If delivered by the Trust: An Automatic Exercise Event as set forth in clauses [(i)/(ii)]  of the definition thereof has occurred; therefore, the Issuance Right for the entire Available  Amount (which is $__________) is automatically exercised pursuant to Section 3.2 of the  Facility Agreement and the Settlement Date shall occur on [insert second Business Day  following receipt of this notice by the Notes Trustee], unless otherwise determined pursuant to  Section 3.2(b) of the Facility Agreement.]  [If delivered by Constellation: A Bankruptcy Event in respect of Constellation has  occurred. The Settlement Date for the related Automatic Exercise will be determined pursuant to    14  Include the parties other than the undersigned.  





 






  D-2  4861-1002-9576 v.5  Section 3.2(b) of the Facility Agreement [and the entire Available Amount (which is  $__________) is automatically exercised pursuant to said Section 3.2(b)]15.]  [If delivered by Constellation: We hereby instruct Deutsche Bank Trust Company  Americas, as Notes Trustee under the Notes Indenture, [to (i) transfer the principal balance and  any accrued interest under the Initial Note Certificate to the Global Securities and cancel the  Initial Note Certificate referred to in the Company Order, dated February 9, 2022, a copy of  which is attached hereto as Exhibit 1, (ii) cause DTC to allocate the Global Securities to Holders  of the Trust Securities and (iii) provide prompt written confirmation of such actions to the  Trustee and Constellation]16.]  Upon the occurrence of an Automatic Exercise Event, the [Eligible Treasury Assets will  be delivered to Constellation by the Trust][the Eligible Treasury Assets will constitute Retained  Eligible Treasury Assets and will continue to be held by the Trust in the Retained Eligible  Treasury Assets Account].  Yours faithfully,  FELLS POINT FUNDING TRUST,  by Deutsche Bank Trust Company  Americas, not in its individual capacity  but solely as Trustee    By:    Name:    Title:     CONSTELLATION ENERGY  GENERATION, LLC    By:    Name:    Title:     By:    Name:    Title:       15  Include bracketed language if all of the Senior Notes have not already been issued.  16  If, at the time this notice is delivered, Constellation determines that the Securities will not be eligible for  delivery through DTC on the Trust Dissolution Date, substitute “to cancel the Initial Note Certificate and to  authenticate and deliver individual Securities as provided in the Company Order accompanying this notice.”