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CEG > SEC Filings for CEG > Form 8-K on 19-Nov-2008All Recent SEC Filings

Show all filings for CONSTELLATION ENERGY GROUP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CONSTELLATION ENERGY GROUP INC


19-Nov-2008

Entry into a Material Definitive Agreement, Financial Statements a


Item 1.01. Entry into a Material Definitive Agreement

On November 13, 2008, Constellation Energy Group, Inc. ("Constellation") entered into an unsecured revolving credit facility with The Royal Bank of Scotland plc, as Administrative Agent, and UBS Securities LLC, as Syndication Agent, and various financial institutions. This credit facility provides for an aggregate commitment of $1.23 billion, which may be drawn down in the form of loans. Lending commitments under the credit facility will terminate on November 12, 2009. Loans outstanding under the credit facility will bear interest at variable rates based on, as determined at Constellation's election, the Eurodollar rate plus an applicable margin or a base rate calculated based on the greater of the prime rate, the federal funds effective rate or the one month LIBOR rate plus an applicable margin. In addition, Constellation will pay a one-time funding fee on December 31, 2008, a quarterly commitment fee on the aggregate unused commitments of the lenders and a quarterly step-up fee on the aggregate commitments of the lender regardless of usage.

Constellation must prepay any advances (and a corresponding amount of the commitment will terminate regardless of whether any advances are outstanding) in a principal amount equal to the net, after-tax proceeds received by Constellation or any of its subsidiaries from any of the following: (a) the issuance of equity securities or the receipt of a capital contribution; (b) the issuance of any debt (other than (i) pursuant to credit and commercial paper facilities in place as of November 13, 2008, including tax-exempt financing,
(ii) extending or refinancing of existing debt or any debt permitted under
(i) above, (iii) issuance of debt by Baltimore Gas and Electric Company ("BGE"),
(iv) gas reserves based borrowing not to exceed $80 million in the aggregate and
(v) any other debt financings not to exceed $100 million in aggregate principal amount outstanding at any time); and (c) the condemnation of any assets. In addition, Constellation must prepay any advances (and a corresponding amount of the commitment will terminate regardless of whether any advances are outstanding) in a principal amount equal to 25% of the net, after-tax proceeds received by Constellation or any of its subsidiaries (other than BGE) from the sale of any assets not in the ordinary course of business (including, without limitation, the sale of Constellation's global commodities business, international operations and power plants but excluding any sale of assets pursuant to put agreements with MidAmerican Energy Holdings Company), other than the sale of commodity contracts and similar rights; provided that no such prepayment is required on the first $200 million of aggregate net, after-tax proceeds received from asset dispositions after November 13, 2008.

The credit facility includes covenants and events of default generally similar to covenants and events of default in Constellation's existing credit facilities including customary covenants and events of default for agreements of this type. In addition, at any time Constellation's senior unsecured debt ratings are BBB- and Baa3 or lower, as of the end of each fiscal quarter, Constellation must maintain a specified interest coverage ratio.


The description of the credit facility set forth above is not complete and is qualified in its entirety by reference to the credit facility, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Forward-Looking Statements. We make statements in this report that may be considered forward-looking statements within the meaning of the Securities Exchange Act of 1934. These statements are not guarantees of our future performance and are subject to risks, uncertainties and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. Except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.                                 Description

10.1          Credit Agreement dated as of November 13, 2008 among Constellation
              Energy Group, Inc., as Borrower, the Lenders named therein and The
              Royal Bank of Scotland plc, as Administrative Agent

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