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Registration No. 33-57704
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 1
To
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
Baltimore Gas and Electric Company
(Exact Name of Registrant as Specified in its Charter)
Maryland 52-0280210
(State of Incorporation) (I.R.S. Employer Identification No.)
Gas and Electric Building, Charles Center
Baltimore, Maryland 21201
(410) 234-5511
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_______________________
C. W. Shivery
Vice President and Chief Financial Officer
Gas and Electric Building
Charles Center
Baltimore, Maryland 21201
(410) 234-5511
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_______________________
=========================================================================
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$100,000,000
Baltimore Gas and Electric Company
Medium-Term Notes, Series D
Due from 9 months to 30 years from Date of Issue
______________
Baltimore Gas and Electric Company (the "Company") intends to sell from
time to time up to $100,000,000 aggregate principal amount of its unsecured
Medium-Term Notes, Series D (the "Notes"). Each Note will mature from 9
months to 30 years from the date of issue as determined by mutual agreement
of the initial purchasers and the Company. The Notes may be subject to
optional redemption prior to their stated maturity as indicated in an
accompanying supplement to this Prospectus (the "Pricing Supplement") but
will not be subject to conversion, amortization or any sinking fund.
The interest rate, or interest rate formula, for each Note will be
established by the Company at the date of issuance of such Note and will be
indicated in the applicable Pricing Supplement. Each interest-bearing Note
will bear interest at either (a) a fixed rate (a "Fixed Rate Note") or (b)
a variable rate determined by reference to an interest rate formula (a
"Floating Rate Note"), which may be adjusted by adding or subtracting a
Spread or multiplying by a Spread Multiplier, as indicated in the
applicable Pricing Supplement. Unless otherwise indicated in the
applicable Pricing Supplement, the interest rate formula for Floating Rate
Notes will be the Commercial Paper Rate, the Prime Rate, the CD Rate, the
Federal Funds Effective Rate, LIBOR, the Treasury Rate, or the CMT Rate.
Interest rates, or interest rate formulas, are subject to change by the
Company from time to time, but no such change will affect any Note
previously issued or which the Company has agreed to sell. Unless
otherwise indicated in the applicable Pricing Supplement, the interest
payment dates for Fixed Rate Notes will be each May 1 and November 1; the
interest payment dates for Floating Rate Notes will be specified in the
applicable Pricing Supplement. See "DESCRIPTION OF NOTES."
The Notes will be issued in minimum denominations of $100,000 and
integral multiples of $1,000 in excess thereof. Notes may be issued, as
specified in the applicable Pricing Supplement, in definitive form or may
be represented by a permanent global Note or Notes registered in the name
of The Depository Trust Company, as depositary (the "Depositary"), or a
nominee of the Depositary (each such Note represented by a permanent global
Note being referred to herein as a "Book-Entry Note"). Beneficial
interests in Book-Entry Notes will only be evidenced by, and transfers
thereof will only be effected through, records maintained by the Depositary
(with respect to its participants) and the Depositary's participants (with
respect to beneficial owners). Except as described under "DESCRIPTION OF
NOTES-Book-Entry Notes," owners of beneficial interests in a permanent
global Note will not be entitled to receive physical delivery of Notes in
definitive form and will not be considered the holders thereof.
__________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
__________________________________
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| Price to | Agents' | Proceeds
|Public (1) | Commission (2)(3) | to Company (2)(4)
---------------------------------------------------------------------------
Per Note..| 100% | .125% - .750% | 99.875%-99.250%
---------------------------------------------------------------------------
Total.....|$100,000,000|$125,000-$750,000 | $99,875,000-$99,250,000
===========================================================================
(1) Unless otherwise indicated in a Pricing Supplement, Notes will be
issued at 100% of their principal amount.
(2) The Company will pay Lehman Brothers, Lehman Brothers Inc. (including
its affiliate Lehman Government Securities Inc.), and Goldman, Sachs &
Co. (the "Agents"), as agents, a commission ranging from .125% to .750%
of the principal amount of any Note, depending on its stated maturity,
sold through any such Agent. The Company also may sell Notes to any
Agent at a discount for resale to one or more purchasers at varying
prices related to prevailing market prices at the time of resale, as
determined by such Agent. In the case of Notes sold directly to
investors by the Company, no discount will be allowed or commission
paid.
(3) The Company has agreed to indemnify the Agents against certain civil
liabilities under the Securities Act of 1933.
(4) Before deduction of expenses payable by the Company estimated at
$180,000.
___________________
The Notes will be offered on a continuing basis by the Company through
the Agents, each of which has agreed to use all reasonable efforts to
solicit purchases of the Notes. The Company reserves the right to sell
Notes directly to purchasers on its own behalf. The Company also may sell
Notes to either Agent acting as principal for resale to one or more
purchasers. The Company reserves the right to withdraw, cancel or modify
the offer made hereby without notice. The Company or any Agent may reject
any offer to purchase Notes, in whole or in part. See "PLAN OF
DISTRIBUTION OF NOTES."
___________________
LEHMAN BROTHERS GOLDMAN, SACHS & CO.
________________, 1994
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports,
proxy and information statements, and other information filed by
the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at certain of its
Regional Offices at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621-2511, and 75 Park
Place, Room 1228, New York, New York 10007. Copies of such
material can be obtained at prescribed rates from the Public
Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Certain securities of the Company are
listed on the New York, Chicago, Pacific and Philadelphia Stock
Exchanges. Reports, proxy and information statements and other
information concerning the Company can be inspected at such
exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the
Commission under the 1934 Act (File No. 1-1910), are incorporated
in this Prospectus by reference as of their respective dates of
filing and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (the "1993 Form 10-K").
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the termination of the offering of the
securities offered hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom this
Prospectus is delivered, on the request of such person, a copy of
any and all of the documents referred to above which have been or
may be incorporated in this Prospectus by reference, other than
exhibits to such documents, unless the exhibits are specifically
incorporated by reference into the information that the
Prospectus incorporates. Requests for such copies should be
directed to Charles W. Shivery, Vice President, Baltimore Gas and
Electric Company, P.O. Box 1475, Baltimore, Maryland 21203, (410)
234-5511.
2
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THE COMPANY
The Company, incorporated under the laws of the State of
Maryland on June 20, 1906, is a public utility primarily engaged
in the business of producing, purchasing and selling electricity,
and purchasing, transporting and selling natural gas within the
State of Maryland. The Company is qualified to do business in
the Commonwealth of Pennsylvania where it is participating in the
ownership and operation of two electric generating plants and the
District of Columbia where its federal affairs office is located.
The Company also owns two-thirds of the outstanding capital
stock, including one-half of the voting securities, of Safe
Harbor Water Power Corporation, a hydroelectric producer on the
Susquehanna River at Safe Harbor, Pennsylvania. BNG, Inc., a
wholly owned subsidiary of the Company, invests in natural gas
reserves. BGE Home Products and Services, Inc. is a wholly owned
subsidiary that sells and services gas and electric appliances.
The Company's diversified business activities are
consolidated under Constellation Holdings, Inc. Diversified
business activities include power generation projects, financial
investments, and real estate projects (including senior living
facilities).
The executive offices of the Company are located in the Gas
and Electric Building, Charles Center, Baltimore, Maryland
21201; its mailing address is P. O. Box 1475, Baltimore, Maryland
21203; and its telephone number is (410) 234-5000.
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby
will be used to meet capital requirements or for other general
corporate purposes relating to the Company's utility business,
which may include the repayment of commercial paper borrowings
incurred primarily to finance, on a temporary basis, the
Company's utility construction, other capital expenditures and
operations. The Company's average commercial paper balances and
interest rate for the twelve months ended July 31, 1994 were
$26,627,000 and 4.11%, respectively. To the extent that the net
proceeds from the sale of the Notes are not immediately so used,
they will be temporarily invested in short-term, interest-bearing
obligations. For further information with respect to the
Company's utility construction, other capital expenditures and
operations, reference is made to the information incorporated by
reference herein. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."
RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the
periods indicated is as follows:
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Twelve Months Ended
_________________________________________________________
June 30, December 31,
____________ ___________________________________________
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
3.27 3.00 2.65 2.27 1.78
The Ratio of Earnings to Fixed Charges for future periods
will be included in the Company's Reports on Forms 10-Q and 10-K.
Such Reports are incorporated by reference into this prospectus
at the time they are filed.
DESCRIPTION OF NOTES
General
The Notes will be issued under an indenture between the
Company and Mercantile-Safe Deposit and Trust Company, Trustee
(the "Trustee"), dated as of July 1, 1985, as supplemented by the
Supplemental Indentures dated as of October 1, 1987, and January
26, 1993, respectively (the "Indenture"), which are incorporated
by reference as Exhibits to the Registration Statement. This
Prospectus includes brief outlines of certain provisions
contained in the Indenture. Such outlines do not purport to be
complete and are qualified in their entirety by express reference
to the Indenture for a complete statement of such provisions,
including definitions of certain terms used. Certain terms used
herein without definition are defined in the "GLOSSARY." The
Indenture may be inspected at the offices of the Trustee, at 2
Hopkins Plaza, Baltimore, Maryland 21201.
The Indenture provides for the issuance from time to time of
additional series of indebtedness (such indebtedness together
with the Notes is herein called "Debt Securities") without limit.
Each series may differ as to terms, including maturity, interest
rate, redemption and sinking fund provisions, covenants, and
events of default. The Company has outstanding $283,550,000
aggregate principal amount of Debt Securities under the
Indenture.
The Notes constitute a single series of Debt Securities for
purposes of the Indenture and are limited to an aggregate
principal amount of $100,000,000. The Notes will be unsecured
and will rank on a parity with all unsecured indebtedness of the
Company. The terms and conditions set forth herein shall apply
to each Note unless otherwise specified in the applicable Pricing
Supplement and such Note.
The Notes will be issued for a purchase price equal to 100%
of the principal thereof (unless otherwise provided in a Pricing
Supplement) in fully registered form in minimum denominations of
$100,000 and integral multiples of $1,000 in excess thereof.
Each Note will mature from nine months to thirty years from its
date of issue, as selected by the initial purchaser(s) and agreed
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to by the Company. Reference is made to the relevant Pricing
Supplement with respect to the Notes being offered thereby for
the maturity date or dates thereof, the interest rate or rates
thereon and the other terms thereof, if any.
Notes may be issued, as indicated in the applicable Pricing
Supplement, in definitive form ("Definitive Notes") or may be
represented by a permanent global Note or Notes registered in the
name of the Depositary or its nominee. See "Book-Entry Notes"
below.
Payments of principal and interest payable at maturity or, if
applicable, upon redemption of any Definitive Note will be made
in immediately available funds, at the request of the holder, at
the office of Chemical Bank (the "Paying Agent") in the Borough
of Manhattan, The City of New York, provided that the Note is
presented to the Paying Agent in time for the Paying Agent to
make such payments in such funds in accordance with its normal
procedures. The Notes will be denominated in U.S. dollars and
payments of principal of and interest on the Notes will be made
in U.S. dollars. With respect to payments of Book-Entry Notes at
maturity or, if applicable, upon redemption, see "Book-Entry
Notes" below.
The Notes will not be subject to any conversion, amortization
or sinking fund. The applicable Pricing Supplement will indicate
either that a Note cannot be redeemed prior to its maturity date
(the "Stated Maturity") or that a Note will be redeemable at the
option of the Company on or after a specified date prior to its
Stated Maturity at a specified price or prices (which may include
a premium) together with accrued interest thereon payable to, but
excluding, the date fixed for redemption. The Notes will be
redeemable in whole or in part in increments of $1,000 (provided
that if a Note is redeemed in part, any remaining principal
amount of such Note shall be at least $100,000) on notice by mail
given not more than 60 nor less than 30 days prior to the date
fixed for redemption. The Company may elect to redeem any Note,
in whole or in part, without redeeming any other Note.
The Definitive Notes may be presented for registration of
transfer or exchange at the office of the Paying Agent in the
Borough of Manhattan, The City of New York, and the Paying Agent
will perform certain other duties with respect to redeemable
Notes. The Notes may be transferred or exchanged, subject to the
limitations provided in the Indenture, without the payment of any
service charge, other than any tax or other governmental charge
payable in connection therewith. With respect to transfers of
Book-Entry Notes and exchanges of permanent global Notes
representing Book-Entry Notes, see "Book-Entry Notes" below.
Interest Rate
General
Each Note will bear interest from its date of issue at the
fixed rate per annum or at the rate per annum determined pursuant
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to the interest rate formula, stated therein and in the
applicable Pricing Supplement, until the principal thereof is
paid or made available for payment. Interest will be payable on
each Interest Payment Date (as defined below) and at Stated
Maturity or, if applicable, upon redemption. Each payment of
interest payable at Stated Maturity or, if applicable, upon
redemption shall include interest accrued to, but excluding, the
date of Stated Maturity or redemption. Interest will be payable
generally to the person (which, in the case of Book-Entry Notes,
shall be the Depositary or its nominee) in whose name a Note (or
any predecessor Note) is registered at the close of business on
the Record Date (as defined below) next preceding each Interest
Payment Date; provided, however, that interest payable at Stated
Maturity or, if applicable, upon redemption, will be payable to
the person (which, in the case of Book-Entry Notes, shall be the
Depositary or its nominee) to whom principal shall be payable.
The first payment of interest on any Note originally issued
between a Record Date and an Interest Payment Date or on an
Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Record Date to the registered owner
on such Record Date. Interest (other than interest payable at
Stated Maturity or, if applicable, upon redemption) will be paid,
at the Company's option, by check mailed to registered holders or
by wire transfer to any holder of record. For additional
information with respect to payments of interest on Book-Entry
Notes, see "Book-Entry Notes" below. Interest rates, or interest
rate formulas, will be subject to change by the Company from time
to time, provided that any change in interest rates, or interest
rate formulas, will not affect any Note previously issued or
which the Company has agreed to sell. The interest rate on the
Fixed Rate Notes and the Floating Rate Notes will in no event be
higher than the maximum rate permitted by Maryland law, as the
same may be modified by United States law of general application.
Fixed Rate Notes
The applicable Pricing Supplement relating to a Fixed Rate
Note will designate a fixed rate of interest per annum payable on
such Note. Unless otherwise indicated in the applicable Pricing
Supplement, interest with respect to Fixed Rate Notes will be
paid semi-annually each May 1 and November 1 and at Stated
Maturity or, if applicable, upon redemption. If any Interest
Payment Date or the Stated Maturity (or, if applicable, the date
of redemption) of a Fixed Rate Note falls on a day that is not a
Business Day, payment of principal, premium, if any, or interest
will be made on the next Business Day as if it were made on the
date such payment was due, and no interest will accrue on the
amount so payable for the period from and after such Interest
Payment Date or the Stated Maturity (or the date of redemption),
as the case may be. The Record Dates for such Notes will be the
April 15 and October 15 next preceding the May 1 and November 1
Interest Payment Dates. Unless otherwise indicated in the
applicable Pricing Supplement, interest payments for Fixed Rate
Notes shall be the amount of interest accrued to, but excluding,
the relevant Interest Payment Date. Interest on such Notes will
be computed on the basis of a 360-day year of twelve 30-day
months.
6
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Floating Rate Notes
The applicable Pricing Supplement relating to a Floating Rate
Note will designate an interest rate formula for such Floating
Rate Note. Such formula may be: (a) the Commercial Paper Rate,
in which case such Note will be a Commercial Paper Rate Note, (b)
the Prime Rate, in which case such Note will be a Prime Rate
Note, (c) the CD Rate, in which case such Note will be a CD Rate
Note, (d) the Federal Funds Effective Rate, in which case such
Note will be a Federal Funds Effective Rate Note, (e) LIBOR, in
which case such Note will be a LIBOR Note, (f) the Treasury Rate,
in which case such Note will be a Treasury Rate Note, (g) the CMT
Rate, in which such case such Note will be a CMT Rate Note or (h)
such other interest rate formula as is set forth in such Pricing
Supplement. The applicable Pricing Supplement for a Floating
Rate Note also will specify the Spread and/or Spread Multiplier,
if any, applicable to each Note. Any Floating Rate Note may also
have either or both of the following: (a) a maximum numerical
interest rate limitation, or ceiling, on the rate of interest
which may accrue during any interest period (the "Maximum
Interest Rate"); and (b) a minimum numerical interest rate
limitation, or floor, on the rate of interest which may accrue
during any interest period (the "Minimum Interest Rate"). In
addition, such Pricing Supplement will define or particularize
for each Floating Rate Note the following terms, if applicable:
Calculation Agent, Calculation Dates, Initial Interest Rate,
Interest Payment Dates, Record Dates, Index Maturity, Interest
Determination Dates and Interest Reset Dates with respect to such
Note. See "GLOSSARY."
The rate of interest on each Floating Rate Note will be reset
daily, weekly, monthly, quarterly, semi-annually, annually or as
specified in the applicable Pricing Supplement. The Interest
Reset Date will be, in the case of Floating Rate Notes which
reset daily, each Business Day; in the case of Floating Rate
Notes (other than Treasury Rate Notes) which reset weekly, the
Wednesday of each week; in the case of Treasury Rate Notes which
reset weekly, the Tuesday of each week; in the case of Floating
Rate Notes which reset monthly, the third Wednesday of each
month; in the case of Floating Rate Notes which reset quarterly,
the third Wednesday of March, June, September and December; in
the case of Floating Rate Notes which reset semi-annually, the
third Wednesday of two months of each year, as indicated in the
applicable Pricing Supplement; and in the case of Floating Rate
Notes which reset annually, the third Wednesday of one month of
each year, as indicated in the applicable Pricing Supplement.
The interest rate in effect on each day shall be (a) if such day
is an Interest Reset Date, the interest rate with respect to the
Interest Determination Date pertaining to such Interest Reset
Date or (b) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Reset Date; provided,
however, that (a) the interest rate in effect from the date of
issue of a Floating Rate Note (or that of a predecessor Note) to
the first Interest Reset Date with respect of such Floating Rate
Note will be the Initial Interest Rate (as set forth in the
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applicable Pricing Supplement) and (b) the interest rate in
effect for the ten days immediately prior to Stated Maturity or
redemption will be that in effect on the tenth day preceding the
Stated Maturity or redemption date. If any Interest Reset Date
for any Floating Rate Note would otherwise be a day that is not a
Business Day, such Interest Reset Date will be postponed to the
next day that is a Business Day, except that in the case of a
LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.
The Interest Determination Date pertaining to an Interest
Reset Date for a Commercial Paper Rate Note (the "Commercial
Paper Interest Determination Date"), a Prime Rate Note (the
"Prime Rate Interest Determination Date"), a CD Rate Note (the
"CD Rate Interest Determination Date"), a Federal Funds Effective
Rate Note (the "Federal Funds Effective Interest Determination
Date"), a LIBOR Note (the "LIBOR Interest Determination Date") or
a CMT Rate Note ( the "CMT Interest Determination Date") will be
the second Business Day preceding the Interest Reset Date with
respect to such Note. The Interest Determination Date pertaining
to an Interest Reset Date for a Treasury Rate Note (the "Treasury
Interest Determination Date") will be the day of the week in
which such Interest Reset Date falls on which Treasury bills
would normally be auctioned. Treasury bills are usually sold at
auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on the
following Tuesday, except that such action may be held on the
preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be
the Treasury Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an
auction date shall fall on any Interest Reset Date for a Treasury
Rate Note, then such Interest Reset Date shall instead be the
first Business Day immediately following such auction date.
Unless otherwise indicated in the applicable Pricing
Supplement and except as provided below, interest will be
payable, in the case of Floating Rate Notes which reset daily or
weekly, on the third Wednesday of March, June, September and
December of each year; in the case of Floating Rate Notes which
reset monthly, on the third Wednesday of each month or on the
third Wednesday of March, June, September and December of each
year (as indicated in the applicable Pricing Supplement); in the
case of Floating Rate Notes which reset quarterly, on the third
Wednesday of March, June, September and December of each year; in
the case of Floating Rate Notes which reset semi-annually, on the
third Wednesday of the two months of each year specified in the
applicable Pricing Supplement; and in the case of Floating Rate
Notes which reset annually, on the third Wednesday of the month
specified in the applicable Pricing Supplement (each an "Interest
Payment Date"), and in each case, at Stated Maturity and, if
applicable, upon redemption. If an Interest Payment Date with
respect to any Floating Rate Note would otherwise be a day that
is not a Business Day, such Interest Payment Date will be
postponed to the next day that is a Business Day, except that in
the case of a LIBOR Note, if such day is in the next succeeding
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calendar month, such Interest Payment Date shall be the
immediately preceding Business Day. Unless otherwise indicated
in the applicable Pricing Supplement, the Record Date with
respect to Floating Rate Notes shall be the date 15 calendar days
prior to each Interest Payment Date, whether or not such date
shall be a Business Day.
Unless otherwise indicated in the applicable Pricing
Supplement, the interest payable on each Interest Payment Date
for a Floating Rate Note will be the amount of interest accrued
to, but excluding, the Interest Payment Date; provided, however,
that in the case of a Floating Rate Note the interest on which
resets daily or weekly, interest payable on any Interest Payment
Date, other than the interest payable on any date on which
principal on any such Note is payable, will include interest
accrued to and including the Record Date next preceding such
Interest Payment Date unless otherwise indicated in the
applicable Pricing Supplement.
The accrued interest for any period is calculated by
multiplying the face amount of such Floating Rate Note by an
accrued interest factor. Such accrued interest factor is
computed by adding the interest factor calculated for each day in
such period to the date for which accrued interest is being
calculated. The interest factor (expressed as a decimal rounded
upwards, if necessary, as described below) for each such day is
computed by dividing the interest rate (expressed as a decimal
rounded upwards, if necessary, as described below) applicable to
such date by 360, in the case of Commercial Paper Rate Notes,
Prime Rate Notes, CD Rate Notes, Federal Funds Effective Rate
Notes or LIBOR Notes, or by the actual number of days in the
year, in the case of Treasury Rate Notes or CMT Rate Notes.
Unless otherwise specified in a Pricing Supplement, all
percentages resulting from any calculation of Floating Rate Notes
will be rounded, if necessary, to the nearest one-hundred
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545)
being rounded to 9.87655% (or .0987655) and 9.876544% (or
.09876544) being rounded to 9.87654% (or .0987654)), and all
dollar amounts used in or resulting from such calculation on
Floating Rate Notes will be rounded to the nearest cent (with
one-half cent being rounded upwards).
Upon the request of the Holder of any Floating Rate Note, the
Calculation Agent will provide the interest rate then in effect,
and, if different, the interest rate which will become effective
as a result of a determination made on the most recent Interest
Determination Date with respect to such Floating Rate Note.
Commercial Paper Rate Notes
Each Commercial Paper Rate Note will bear interest at the
interest rate (calculated with reference to the Commercial Paper
Rate and the Spread and/or Spread Multiplier, if any) specified
<PAGE>
9
on the face of such Commercial Paper Rate Note and in the
applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "Commercial Paper Rate" means, with respect to any
Commercial Paper Interest Determination Date, the Money Market
Yield (calculated as described below) of the rate on such date
for commercial paper having the Index Maturity specified in the
applicable Pricing Supplement as published in H.15(519) under the
heading "Commercial Paper." In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Commercial Paper Interest
Determination Date, then the Commercial Paper Rate will be the
Money Market Yield of the rate on such Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity
specified in the applicable Pricing Supplement as published in
Composite Quotations under the heading "Commercial Paper." If
such rate was neither published in H.15(519) by 9:00 A.M., New
York City time, on such Calculation Date nor in Composite
Quotations by 3:00 P.M., New York City time, on such date, the
Commercial Paper Rate for that Commercial Paper Interest
Determination Date will be calculated by the Calculation Agent
and will be the Money Market Yield of the arithmetic mean for the
offered rates, as of 11:00 A.M., New York City time, on that
Commercial Paper Interest Determination Date, of three leading
dealers of commercial paper in The City of New York selected by
the Calculation Agent for commercial paper having the Index
Maturity specified in the applicable Pricing Supplement placed
for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized rating agency; provided,
however, that if fewer than three dealers selected as aforesaid
by the Calculation Agent are quoting as mentioned in this
sentence, the rate of interest in effect for the applicable
period will be the same as the rate of interest in effect for the
immediately preceding interest reset period.
"Money Market Yield" shall be a yield (expressed as a
percentage rounded upwards, if necessary, to the next higher one-
hundred thousandth of a percentage point) calculated in
accordance with the following formula:
D X 360
Money Market Yield = ___________________ X 100
360 - (D X M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the period for which
interest is being calculated.
Prime Rate Notes
Each Prime Rate Note will bear interest at the interest rate
(calculated with reference to the Prime Rate and the Spread
and/or Spread Multiplier, if any) specified on the face of such
Prime Rate Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "Prime Rate" means, with respect to any Prime Rate
<PAGE>
10
Interest Determination Date, the rate set forth on such date in
H.15(519) under the heading "Bank Prime Loan." In the event that
such rate is not published prior to 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Prime Rate
Interest Determination Date, then the Prime Rate will be the
arithmetic mean (rounded upwards, if necessary, to the next
higher one-hundred thousandth of a percentage point) of the rates
of interest publicly announced by each bank that appear on the
Reuters Screen NYMF Page as such bank's prime rate or base
lending rate as in effect for that Prime Rate Interest
Determination Date. If fewer than four such rates but more than
one such rate appear on the Reuters Screen NYMF Page for the
Prime Rate Interest Determination Date, the Prime Rate will be
the arithmetic mean of the prime rates (quoted on the basis of
the actual number of days in the year divided by a 360-day year)
as of the close of business on such Prime Rate Interest
Determination Date by four major money center banks in The City
of New York selected by the Calculation Agent. If fewer than two
quotations are provided, the Prime Rate shall be determined on
the basis of the rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies
organized and doing business under the laws of the United States,
or any State thereof, having total equity capital of at least
$500 million and being subject to supervision or examination by a
Federal or State authority, selected by the Calculation Agent to
provide such rate or rates; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the rate of interest in effect for
the applicable period will be the same as the rate of interest in
effect for the immediately preceding interest reset period.
CD Rate Notes
Each CD Rate Note will bear interest at the interest rate
(calculated with reference to the CD Rate and the Spread and/or
Spread Multiplier, if any) specified on the face of such CD Rate
Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "CD Rate" means, with respect to any CD Rate Interest
Determination Date, the rate on such date for negotiable
certificates of deposit having the Index Maturity specified in
the applicable Pricing Supplement as published in H.15(519) under
the heading "CDs (Secondary Market)." In the event that such
rate is not published prior to 9:00 A.M., New York City time, on
the Calculation Date pertaining to such CD Rate Interest
Determination Date, then the CD Rate will be the rate on such CD
Rate Interest Determination Date for negotiable certificates of
deposit having the Index Maturity specified in the applicable
Pricing Supplement as published in Composite Quotations under the
heading "Certificates of Deposit." If such rate was neither
published in H.15(519) by 9:00 A.M., New York City time, on such
Calculation Date nor in Composite Quotations by 3:00 P.M., New
York City time, on such date, the CD Rate for that CD Interest
Determination Date shall be calculated by the Calculation Agent
and shall be the arithmetic mean of the secondary market offered
rates, as of 10:00 A.M., New York City time, on that CD Rate
<PAGE>
11
Interest Determination Date, of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money market banks
with a remaining maturity closest to the Index Maturity specified
in the applicable Pricing Supplement in a denomination of
$5,000,000; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the rate of interest in effect for
the applicable period will be the same as the rate of interest in
effect for the immediately preceding interest reset period.
Federal Fund Effective Rate Notes
Each Federal Funds Effective Rate Note will bear interest at
the interest rate (calculated with reference to the Federal Funds
Effective Rate and the Spread and/or Spread Multiplier, if any)
specified on the face of such Federal Funds Effective Rate Note
and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "Federal Funds Effective Rate" means, with respect to
any Federal Funds Effective Interest Determination Date, the rate
on such date for Federal Funds as published in H.15(519) under
the heading "Federal Funds (Effective)" or, if not so published
prior to 11:00 A.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Effective Interest Determination
Date, then the Federal Funds Effective Rate will be the rate on
such Federal Funds Effective Interest Determination Date as
published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate was neither published in
H.15(519) by 11:00 A.M., New York City time, on such Calculation
Date nor in Composite Quotations by 3:00 P.M., New York City
time, on such date, the Federal Funds Effective Rate for that
Federal Funds Effective Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic
mean of the rates, as of 11:00 A.M., New York City time, on that
Federal Funds Effective Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transaction in The City of New York
selected by the Calculation Agent; provided, however, that if
fewer than three brokers selected as aforesaid by the Calculation
Agent are quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the same as
the rate of interest in effect the immediately preceding interest
reset period.
LIBOR Notes
Each LIBOR Note will bear interest at the interest rate
(calculated with reference to LIBOR and the Spread and/or Spread
Multiplier, if any) specified on the face of such LIBOR Note and
in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, LIBOR will be determined by the Calculation Agent in
accordance with the following provisions:
12
<PAGE>
(a) With respect to any LIBOR Interest Determination
Date, LIBOR will be determined by either (i) the arithmetic
mean of the offered rates for deposits in U.S. dollars
having the Index Maturity specified in the applicable
Pricing Supplement, commencing on the second Business Day
immediately following such LIBOR Interest Determination
Date, that appear on the Reuters Screen LIBO Page as of
11:00 A.M., London time, on that LIBOR Interest
Determination Date, if at least two such offered rates
appear on the Reuters Screen LIBO Page, or (ii) the rate for
deposits in U.S. dollars having the Index Maturity
designated in the applicable Pricing Supplement, commencing
on the second London Business Day immediately following such
LIBOR Interest Determination Date, that appears on the
Telerate Page 3750 as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If neither Reuters
Screen LIBO Page nor Telerate Page 3750 is specified in the
applicable Pricing Supplement, LIBOR will be determined as
if Telerate Page 3750 had been specified. In the case where
(i) above applies, if fewer than two offered rates appear on
the Reuters Screen LIBO Page, or, in the case where (ii)
above applies, if no rate appears on the Telerate Page 3750,
as applicable, LIBOR in respect of that LIBOR Interest
Determination Date will be determined as if the parties had
specified the rate described in (b) below.
(b) With respect to a LIBOR Interest Determination Date
on which this provision applies, LIBOR will be determined on
the basis of the rates at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date at which
deposits in U.S. dollars having the Index Maturity specified
in the applicable Pricing Supplement are offered to prime
banks in the London interbank market by four major banks in
the London interbank market selected by the Calculation
Agent commencing on the second Business Day immediately
following such LIBOR Interest Determination Date and in a
principal amount not less than $1,000,000 that in the
Calculation Agent's judgment is representative for a single
transaction in such market at such time (a "Representative
Amount"). The Calculation Agent will request the principal
London office of each of such banks to provide a quotation
of its rate. If at least two such quotations are provided,
LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two
quotations are provided LIBOR for such LIBOR Interest
Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., New York City time, on
such LIBOR Interest Determination Date by three major banks
in The City of New York, selected by the Calculation Agent,
for loans in U.S. dollars to leading European banks having
the specified Index Maturity commencing on the second
Business Day immediately following such LIBOR Interest
Determination Date and ina Representative Amount; provided,
however, that if fewer than three banks selected as
aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, the rate of interest in effect for the
<PAGE>
13
applicable period will be the same as the rate of interest
in effect for the immediately preceding interest reset
period.
Treasury Rate Notes
Each Treasury Rate Note will bear interest at the interest
rate (calculated with reference to the Treasury Rate and the
Spread and/or Spread Multiplier, if any) specified on the face of
such Treasury Rate Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "Treasury Rate" means, with respect to any Treasury
Interest Determination Date, the rate for the most recent auction
of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified in the applicable Pricing
Supplement as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Auction Average
(Investment)" or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Treasury
Interest Determination Date, the auction average rate (expressed
as a bond equivalent, on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) for such auction as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury bills having the Index Maturity specified in the
applicable Pricing Supplement are neither published in H.15(519)
by 9:00 A.M., New York City time, on such Calculation Date, nor
otherwise published or reported as provided above by 3:00 P.M.,
New York City time, on such date, or if no such auction is held
in a particular week, then the Treasury Rate shall be calculated
by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates as of
approximately 3:30 P.M., New York City time, on such Treasury
Interest Determination Date, of three leading primary United
States government securities dealers in The City of New York
selected by the Calculation Agent for the issue of Treasury bills
with a remaining maturity closest to the specified Index
Maturity; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the rate of interest in effect for
the period will be the same as the rate of interest in effect for
the immediately preceding interest reset period.
CMT Rate Notes
Each CMT Rate Note will bear interest at the interest rate
(calculated with reference to the CMT Rate and the Spread or
Spread Multiplier, if any) specified on the face of such CMT Rate
Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "CMT Rate" means, with respect to any CMT Interest
Determination Date, the rate displayed on the Designated CMT
Telerate Page under the caption "...Treasury Constant
<PAGE>
14
Maturities.. Federal Reserve Board Release H.15... Mondays
Approximately 3:45 P.M.," under the column for the Index Maturity
designated in the applicable Pricing Supplement for (i) if the
Designated CMT Telerate Page is 7055, the rate for the applicable
CMT Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the CMT Interest
Determination Date occurs. If no page is specified in the
applicable pricing supplement and on the face of such CMT Rate
Note, the Designated CMT Telerate Page shall be 7052, for the
most recent week. If such rate is no longer displayed on the
relevant page, or if not displayed by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such Treasury Constant
Maturity rate for the Index Maturity designated in the applicable
Pricing Supplement as published in the relevant H.15 (519). If
such rate is no longer published, or if not published by 3:00
P.M., New York City time, on the related Calculation Date, then
the CMT Rate for such CMT Interest Determination Date will be
such Treasury Constant Maturity rate for the Index Maturity
designated in the applicable Pricing Supplement (or other United
States Treasury rate for such Index Maturity for that CMT
Interest Determination Date with respect to such Interest Reset
Date) as may then be published by either the Federal Reserve
Board or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519). If such information is not
provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for that CMT Interest
Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean of
the secondary market closing offer side prices as of
approximately 3:30 P.M. (New York City time) on that CMT Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States
("Treasury Note") with an original maturity of approximately the
Index Maturity designated in the applicable Pricing Supplement
and a remaining term to maturity of not less than such Index
Maturity minus one year. If two Treasury Notes with an original
maturity as described in the preceding sentence have remaining
terms to maturity equally close to the Index Maturity designated
in the applicable Pricing Supplement, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for that CMT Interest Determination Date
will be calculated by the Calculation Agent and will be a yield
to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 P.M. (New York City
time) on that CMT Interest Determination Date of three Reference
<PAGE>
15
Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the
number of years that is the next highest to the Index Maturity
designated in the applicable Pricing Supplement and a remaining
term to maturity closest to such Index Maturity and in an amount
of at least $100 million. If three or four (and not five) of
such Reference Dealers are quoting as described above, then the
CMT Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes
will be eliminated; provided, however, that if fewer than three
Reference Dealers selected by the Calculation Agent are quoting
as described herein, the rate of interest in effect for the
applicable period will be the same as the rate of interest in
effect for the immediately preceding interest reset period.
Book-Entry Notes
Upon issuance, all Book-Entry Notes of like tenor and having
the same date of issue will be represented by a single permanent
global Note. Each permanent global Note representing Book-Entry
Notes will be deposited with, or on behalf of, the Depositary and
registered in the name of the Depositary or its nominee. Book-
Entry Notes will not be exchangeable for Definitive Notes at the
option of the holder and, except as set forth below, will not
otherwise be issuable in definitive form. Unless otherwise
specified in the applicable Pricing Supplement, DTC will be the
Depositary.
DTC has advised the Company and the Agents as follows: DTC
is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities
certificates. "Direct Participants" include securities brokers
and dealers (including the Agents), banks, trust companies,
clearing corporations, and certain other organizations. Access
to the DTC system is also available to others such as securities
brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect
Participants"). The Rules applicable to DTC and its Participants
are on file with the Securities and Exchange Commission.
Purchases of Book-Entry Notes under the DTC system must be
made by or through Direct Participants. Upon the issuance by the
Company of Book-Entry Notes represented by a permanent global
<PAGE>
16
Note, the Depositary will credit, on its book-entry system, the
respective principal amounts of the Book-Entry Notes represented
by such permanent global Note to the accounts of Participants.
The accounts to be credited shall be designated by the Agents or
underwriters of such Book-Entry Notes, by certain other agents of
the Company or by the Company if such Book-Entry Notes are
offered and sold directly by the Company. The ownership interest
of each actual purchaser of each Note (a "Beneficial Owner") will
be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC
of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the
Notes are expected to be effected by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership
interests in Notes, except as set forth below. To facilitate
subsequent transfers, all Notes deposited by Participants with
DTC will be registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Notes with DTC and their registration
in the name of Cede & Co. will not effect any change in
beneficial ownership. The laws of some states require that
certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws may impair the ability
to transfer beneficial interests in Book-Entry Notes represented
by a permanent global Note.
So long as the Depositary for a permanent global Note, or its
nominee, is the registered owner of such permanent global Note,
the Depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the Book-Entry Notes
represented by such permanent global Note for all purposes under
the Indenture. Except as provided below, owners of beneficial
interests in Book-Entry Notes will not be entitled to have Book-
Entry Notes registered in their names, will not receive or be
entitled to receive physical delivery of Book-Entry Notes and
will not be considered the owners or holders thereof under the
Indenture unless and until it is exchanged in whole or in part
for Definitive Notes. A permanent global Note may not be
transferred except as a whole by the Depositary for such
permanent global Note to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee
of such Depositary or by the Depositary or any nominee to a
successor Depositary or any nominee of such successor.
The Company expects that conveyance of notices and other
communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants
and Indirect Participants to Beneficial Owners will be governed
by arrangement among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. In addition,
neither DTC nor Cede & Co. will consent or vote with respect to
Notes. The Company has been advised that DTC's usual procedure
is to mail an omnibus proxy to the Company as soon as possible
after the record date with respect to such consent or vote. The
<PAGE>
17
omnibus proxy would assign Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the Notes
are credited on such record date (identified in a listing
attached to the omnibus proxy).
Payments of principal of and interest, if any, on the Book-
Entry Notes represented by a permanent global Note registered in
the name of the Depositary or its nominee will be made by the
Company through the Paying Agent to the Depositary or its
nominee, as the case may be, as the registered owner of such
permanent global Note. Neither the Company, the Trustee, any
Paying Agent nor the registrar for the Notes will have any
responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership
interests in a permanent global Note or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests.
The Company has been advised that DTC will credit the
accounts of Direct Participants with payment in amounts
proportionate to their respective holdings in principal amount of
interest in any permanent global Note as shown on the records of
DTC. The Company has been advised that DTC's practice is to
credit Direct Participants' accounts on the applicable payment
date unless DTC has reason to believe that it will not receive
payment on such date. The Company expects that payments by
Participants to Beneficial Owners will be governed by standing
customer instructions and customary practices, as is now the case
with securities held for the accounts of customers. Such
payments will be the responsibility of such Participants.
If the Depositary with respect to any permanent global Note
is at any time unwilling or unable to continue as Depositary and
a successor Depositary is not appointed by the Company within 90
days, the Company will issue Definitive Notes in exchange for the
Book-Entry Notes represented by such permanent global Note. In
addition, the Company may at any time and in its sole discretion
determine not to use the Depositary's book-entry system, and, in
such event, will issue Definitive Notes in exchange for the Book-
Entry Notes represented by such permanent global Note.
Defaults and Waiver Thereof
The Indenture provides that the happening of one or more of
the following events shall constitute an Event of Default with
respect to the Notes: (i) default for 30 days in the payment of
any installment of interest on the Notes; (ii) default in the
payment, when due at maturity or otherwise, of the principal of
(or premium, if any, on) the Notes; (iii) default, for 60 days
after appropriate written notice, in the observance or
performance of any other of the covenants or agreements of the
Company contained in the Notes or contained in the Indenture for
the benefit of the Notes; and (iv) certain events of insolvency.
In case an Event of Default shall have occurred and be continuing
with respect to the Notes, the Trustee or the holders of at least
25% in aggregate principal amount of the Notes which are then
outstanding may declare the principal of the Notes to be due and
<PAGE>
18
payable immediately, but such declaration may be annulled, and
certain past defaults waived, by the holders of not less than a
majority in aggregate principal amount of the Notes, upon the
conditions provided in the Indenture.
The Indenture provides that the Trustee shall, within ninety
days after the occurrence of a default with respect to the Notes,
give to the holders of the Notes notice of all uncured defaults
known to it (the term "default" being defined to include the
events specified above without grace periods or notice); provided
that, except in the case of default in the payment of principal
(or premium, if any) or interest, if any, in respect of the
Notes, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee
or a trust committee of directors or responsible officers or
both, of the Trustee, in good faith determines that the
withholding of such notice is in the interest of such holders.
The Company will be required to furnish to the Trustee annually
an officers' certificate to the effect that the Company is not in
default under any provisions of the Indenture.
Subject to the provisions of the Indenture relating to the
duties of the Trustee, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the
request, order or direction of any of the holders of the Notes,
unless such holders shall have offered to the Trustee reasonable
indemnity. Subject to such provisions for indemnification, the
holders of a majority in principal amount of the Notes then
outstanding under the Indenture will have the right to direct the
time, method and place of conducting any proceedings for any
remedy available to, or exercising any trust or power conferred
on, the Trustee with respect to the Notes.
Modification of the Indenture
The Indenture provides that, with the consent of the holders
of not less than 66 2/3% in aggregate principal amount of the
Debt Securities of all series to be affected (including the
Notes) which are then outstanding under the Indenture (voting as
one class), modifications and alterations of the Indenture may be
made which affect the rights of the holders of the Debt
Securities of each such series, but no such modification or
alteration may be made which, among other things, would (i)
extend the fixed maturity of any Debt Security (including any
Note) or reduce the principal amount thereof or reduce the rate
or change the method of establishing the rate or extend the time
or payment of any interest thereon, or reduce any premium payable
upon the redemption thereof or (ii) reduce the above-stated
percentage of holders required to modify or alter the Indenture,
without the consent of all holders of the Debt Securities
(including the Notes) then outstanding under the Indenture to be
affected thereby. The Indenture also permits the Company and the
Trustee to enter into supplemental indentures without the consent
of the holders of Debt Securities of any series (including the
Notes) for certain purposes specified in the Indenture, including
the making of such other provisions in regard to matters arising
<PAGE>
19
under the Indenture which shall not adversely affect the interest
of the holders of such Debt Securities.
Consolidations, Mergers and Sales of Assets
The Indenture provides that the Company may not merge or
consolidate with any other corporation or sell or convey all or
substantially all of its assets as an entirety to any other
corporation, unless (i) either the Company shall be the
continuing corporation or the successor corporation shall
expressly assume the payment of the principal of (and premium, if
any) and interest, if any, on the Debt Securities (including the
Notes) and the performance and observance of all of the covenants
and conditions of the Indenture binding upon the Company, and
(ii) the Company or such successor corporation shall not,
immediately after such merger or consolidation, or such sale or
conveyance, be in default in performance of any such covenant or
condition.
The Indenture does not contain any covenant or other
provision that specifically is intended to afford holders of the
Notes special protection in the event of a highly leveraged
transaction.
Information Concerning the Trustee
H. Furlong Baldwin, a member of the Board of Directors of the
Company, is Chairman of the Board and Chief Executive Officer of
the Trustee. Christian H. Poindexter, Chief Executive Officer
and Chairman of the Board of Directors of the Company, is also a
member of the Board of Directors of the Trustee. The Company has
a revolving credit agreement and a bank line of credit with the
Trustee. As of July 31, 1994 there were no borrowings
outstanding under either the revolving credit agreement or the
bank line of credit. The Company also maintains depository and
other normal banking relationships with the Trustee. In
addition, subsidiaries of the Company maintain normal banking
relationships and have outstanding loans, as of July 31, 1994 of
approximately $11,800,000 with the Trustee.
PLAN OF DISTRIBUTION OF NOTES
Under the terms of an Agency Agreement, to be executed
between the Company and each Agent (the "Agency Agreement"), the
Notes will be offered on a continuing basis by the Company
through the Agents, each of which has agreed to use all
reasonable efforts to solicit purchases of the Notes. The
Company will pay each Agent a commission of from .125% to .750%
of the principal amount of each Note, depending on its maturity,
sold through such Agent. The Company has reserved the right to
appoint other agents from time to time, which will be named in
the appropriate Pricing Supplement. The Company will have the
sole right to accept offers to purchase Notes and may reject any
such offer, in whole or in part. Each Agent shall have the
right, in its discretion reasonably exercised, without notice to
the Company, to reject any offer to purchase Notes received by
it, in whole or in part.
<PAGE>
20
The Company also may sell Notes to any Agent, acting as
principal, at a discount to be agreed upon at the time of sale,
for resale to one or more investors or to another broker/dealer
(acting as principal for purposes of resale) at a fixed price or
at varying prices related to prevailing market prices at the time
of such resale, as determined by such Agent.
The Notes may also be sold by the Company directly to
purchasers.
Payment of the purchase price of Notes will be required to be
made in funds immediately available in The City of New York.
The Agents may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 (the "Act"). The Company
has agreed to indemnify the Agents against and contribute toward
certain liabilities, including liabilities under the Act. The
Company has agreed to reimburse the Agents for certain expenses.
The Agents will not be obligated to make a market in the
Notes. The Company cannot predict the activity of trading in, or
liquidity of, the Notes.
Each of the Agents in the past has performed, and in the
future may perform, various services for the Company in the
ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the Notes will be
passed upon for the Company by David A. Brune, Esq., General
Counsel or Susan Wolf, Esq., Associate General Counsel of the
Company, and for the Agents by Cahill Gordon & Reindel (a
partnership including a professional corporation), New York, N.Y.
Cahill Gordon & Reindel will rely upon the opinion of Mr. Brune
or Ms. Wolf as to matters of Maryland law and the applicability
of the Public Utility Holding Company Act of 1935.
EXPERTS
The consolidated balance sheets and statements of
capitalization as of December 31, 1993 and 1992 and the
consolidated statements of income, cash flows, common
shareholders' equity and taxes for each of the three years in the
period ended December 31, 1993, and the consolidated financial
statements schedules listed in Item 14 (a)(1) and (2) of the 1993
Form 10-K incorporated by reference in this Prospectus from the
1993 Form 10-K have been incorporated herein in reliance on the
report of Coopers & Lybrand, independent accountants, given on
the authority of that firm as experts in accounting and auditing.
Such report includes explanatory paragraphs related to the
recoverability of replacement energy costs and changes in
accounting methods.
21
<PAGE>
GLOSSARY
Set forth below are definitions, or the locations elsewhere
of definitions, of some of the terms used in this Prospectus.
"Business Day" means any day other than a Saturday or Sunday
that (a) is not a day on which banking institutions in Baltimore,
Maryland, or in New York, New York, are authorized or obligated
by law or executive order to be closed, and (b) with respect to
LIBOR Notes only, is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
"Calculation Agent" means the agent appointed by the Company
to calculate interest rates for Floating Rate Notes. Unless
otherwise provided in a Pricing Supplement, the Calculation Agent
will be Chemical Bank.
"Calculation Date" means the date on which the Calculation
Agent is to calculate an interest rate for a Floating Rate Note,
which is the applicable date set forth below, unless otherwise
indicated in the applicable Pricing Supplement:
Prime Rate - Tenth day after the related Prime Rate
Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day.
CD Rate - Tenth day after the related CD Rate Interest
Determination Date or, if such day is not a Business Day,
the next succeeding Business Day.
CMT Rate - Tenth day after the related CMT Interest
Determination Date or, if such day is not a Business Day,
the next succeeding Business Day.
Commercial Paper Rate - Tenth day after the related
Commercial Paper Rate Interest Determination Date or, if
such day is not a Business Day, the next succeeding Business
Day.
LIBOR - The LIBOR Interest Determination Date.
Treasury Rate - Tenth day after the related Treasury
Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day.
Federal Funds Effective Rate - Tenth day after the
related Federal Funds Effective Interest Determination Date
or, if such day is not a Business Day, the next succeeding
Business Day.
"CD Rate" means the rate calculated as set forth under the
heading "Description of Notes - Floating Rate Notes - CD Rate
Notes," unless otherwise indicated in the applicable Pricing
Supplement.
"CMT Rate" means the rate calculated as set forth under the
heading "Description of Notes - Floating Rate Notes - CMT Rate
22
<PAGE>
Notes," unless otherwise indicated in the applicable pricing
supplement.
"Commercial Paper Rate" means the rate calculated as set
forth under the heading "Description of Notes - Floating Rate
Notes - Commercial Paper Rate Notes," unless otherwise indicated
in the applicable Pricing Supplement.
"Composite Quotations" means the daily statistical release
entitled "Composite 3:30 P.M. Quotations for U.S. Government
Securities," or any successor publication, published by The
Federal Reserve Bank of New York.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated in the applicable
Pricing Supplement and on the face of such CMT Rate Note (or any
other page as may replace such page on that service) for the
purpose of displaying Treasury Constant Maturities as reported in
H.15(519).
"Federal Funds Effective Rate" means the rate calculated as
set forth under the heading "Description of Notes - Floating Rate
Notes - Federal Funds Effective Rate Notes," unless otherwise
indicated in the applicable Pricing Supplement.
"Fixed Rate Note" shall have the meaning set forth under the
heading "Description of Notes - Interest."
"Floating Rate Notes" shall have the meaning set forth under
the heading "Description of Notes - Interest."
"H.15(519)" means the weekly statistical release entitled
"Statistical Release H.15(519), Selected Interest Rates," or any
successor publication, published by the Board of Governors of the
Federal Reserve System.
"Index Maturity" means, with respect to a Floating Rate
Note, the period to maturity of the instrument of obligation on
which the interest rate formula is based, as indicated in the
applicable Pricing Supplement.
"Initial Interest Rate" means the rate at which a Floating
Rate Note will bear interest from its date of issue (or that of a
predecessor Note) to the first Interest Reset Date, as indicated
in the applicable Pricing Supplement.
"Interest Determination Date" means the date as of which the
interest rate for a Floating Rate Note is to be calculated, to be
effective as of the following Interest Reset Date and calculated
on the related Calculation Date (except in the case of LIBOR
which is calculated on the related LIBOR Interest Determination
Date). See the third paragraph under the heading "Description of
Notes - Floating Rate Notes" for the Interest Determination Dates
for Floating Rate Notes. The Interest Determination Dates for
any Floating Rate Note will also be indicated in the applicable
Pricing Supplement.
23
<PAGE>
"Interest Reset Date" means the date on which a Floating
Rate Note will begin to bear interest at the variable interest
rate determined as of any Interest Determination Date. See the
second paragraph under the heading "Description of Notes -
Floating Rate Notes" for the applicable Interest Reset Dates for
such Notes. The Interest Reset Dates with respect to any
Floating Rate Note will also be set forth in the applicable
Pricing Supplement and in such Note.
"LIBOR" means the rate calculated as set forth under the
heading "Description of Notes - Floating Rate Notes - LIBOR
Notes," unless otherwise indicated in the applicable Pricing
Supplement.
"Prime Rate" means the rate calculated as set forth under
the heading "Description of Notes - Floating Rate Notes - Prime
Rate Notes," unless otherwise indicated in the applicable Pricing
Supplement.
"Reuters Screen LIBO Page" means the display designated as
page "LIBO" on the Reuters Monitor Money Rates Service (or such
other page as may replace the LIBO page on that service for the
purpose of displaying London interbank offered rates of major
banks).
"Reuters Screen NYMF Page" means the display designated as
page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major
United States banks).
"Spread" means the number of basis points specified in the
applicable Pricing Supplement as being applicable to the interest
rate for a particular Floating Rate Note.
"Spread Multiplier" means the percentage specified in the
applicable Pricing Supplement as being applicable to the interest
rate for a particular Floating Rate Note.
"Telerate Page 3750" means the display designated as page
"3750" on the Telerate Service (or such other page as may replace
the 3750 page on that service or such other service or services
as may be nominated by the British Bankers Association for the
purpose of displaying London interbank offered rates for U.S.
dollar deposits).
"Treasury Rate" means the interest rate calculated as set
forth under the heading "Description of Notes - Floating Rate
Notes - Treasury Rate Notes," unless otherwise indicated in the
applicable Pricing Supplement.
24
<PAGE>
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS INCLUDING ANY PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER, OR AGENT. THIS
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.
______________________________
TABLE OF CONTENTS
Page
Available Information...... 2
Incorporation of Certain
Documents by Reference..... 2
The Company................ 3
Use of Proceeds............ 3
Ratio of Earnings
to Fixed Charges........ 3
Description of Notes....... 4
Plan of Distribution
of Notes................20
Legal Opinions.............21
Experts....................21
Glossary...................22
$100,000,000
[Company logo goes here]
Medium-Term Notes
Series D
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee.. $ 31,250
Services of Independent Accountants.................. 15,000*
Trustee Fees and Expenses............................ 7,000*
Legal Fees and Expenses.............................. 20,000*
Debt Securities Rating Fees.......................... 80,000*
Printing and Delivery Expenses....................... 11,000*
Miscellaneous Expenses............................... 15,750*
--------
Total................................................$ 180,000*
______________
*Estimated
Item 15. Indemnification of Directors and Officers.
The following description of indemnification allowed under
Maryland statutory law is a summary rather than a complete
description. Reference is made to Section 2-418 of the
Corporations and Associations Article of the Maryland Annotated
Code, which is incorporated herein by reference, and the
following summary is qualified in its entirety by such reference.
By a Maryland statute, a Maryland corporation may indemnify
any director who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative ("Proceeding") by reason of the fact that he is a
present or former director of the corporation and any person who,
while a director of the corporation, is or was serving at the
request of the corporation as a director, officer, partner,
trustee, employee, or agent of another corporation, partnership,
joint venture, trust, other enterprise, or employee benefit plan
("Director"). Such indemnification may be against judgments,
penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with the Proceeding unless it is
proven that (a) the act or omission of the Director was material
to the matter giving rise to the Proceeding and (i) was committed
in bad faith, or (ii) was the result of active and deliberate
dishonesty; or (b) the Director actually received an improper
personal benefit in money, property, or services; or (c) in the
case of any criminal action or proceeding, the Director had
reasonable cause to believe his act or omission was unlawful.
However, the corporation may not indemnify any Director in
connection with a Proceeding by or in the right of the
corporation if the Director has been adjudged to be liable to the
corporation. A Director or officer who has been successful in
the defense of any Proceeding described above shall be
indemnified against reasonable expenses incurred in connection
II-1
<PAGE>
with the Proceeding. The corporation may not indemnify a
Director in respect of any Proceeding charging improper personal
benefits to the Director in which the Director was adjudged to be
liable on the basis that personal benefit was improperly
received. Notwithstanding the above provisions, a court of
appropriate jurisdiction, upon application of the Director or
officer, may order indemnification if it determines that in
view of all the relevant circumstances, the Director or officer
is fairly and reasonably entitled to indemnification; however,
indemnification with respect to any Proceeding by or in the right
of the corporation or in which liability was adjudged on the
basis that personal benefit was improperly received shall be
limited to expenses. A corporation may advance reasonable
expenses to a Director under certain circumstances, including a
written undertaking by or on behalf of such Director to repay the
amount if it shall ultimately be determined that the standard of
conduct necessary for indemnification by the corporation has not
been met.
A corporation may indemnify and advance expenses to an
officer of the corporation to the same extent that it may
indemnify Directors under the statute.
The indemnification and advancement of expenses provided or
authorized by this statute may not be deemed exclusive of any
other rights, by indemnification or otherwise, to which a
Director or officer may be entitled under the charter, by-laws, a
resolution of shareholders or directors, an agreement or
otherwise.
A corporation may purchase and maintain insurance on behalf
of any person who is or was a Director or officer, whether or not
the corporation would have the power to indemnify a Director or
officer against liability under the provision of this section of
Maryland law. Further, a corporation may provide similar
protection, including a trust fund, letter of credit or surety
bond, not inconsistent with the statute.
Article IV of the Company's By-Laws reads as follows:
"Each person made or threatened to be made a party to
an action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that
such person is or was a director or officer of the Company,
or, at its request, is or was a director or officer of
another corporation, shall be indemnified by the Company (to
the extent indemnification is not otherwise provided by
insurance) against the liabilities, costs and expenses of
every kind actually and reasonably incurred by him as a
result of such action, suit or proceeding, or any threat
thereof or any appeal thereon, but in each case only if and
to the extent permissible under applicable common or
statutory law, state or federal. The foregoing indemnity
shall not be inclusive of other rights to which such person
II-2
<PAGE>
may be entitled."
The Directors and officers of the Registrant are covered by
insurance indemnifying them against certain liabilities which
might be incurred by them in their capacities as such, including
certain liabilities arising under the Securities Act of 1933.
The premium for this insurance is paid by the Registrant.
Also, see indemnification provisions in the Form of Agency
Agreement and the Standard Purchase Provisions, both included in
Exhibit 1(a) to this Post-Effective Amendment.
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a part of
this Post-Effective Amendment No. 1 to the Registration
Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3, Form S-8, or Form F-3 and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
II-3
<PAGE>
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers
and controlling persons of the Registrant pursuant to the
provisions described under Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Baltimore Gas and Electric Company, the Registrant, certifies
that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement No. 33-
57704 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, State of Maryland on
the 26th day of August, 1994.
BALTIMORE GAS AND ELECTRIC COMPANY
(Registrant)
By: /s/ C. W. Shivery
-------------------------------
C. W. Shivery, Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to Registration Statement No.
33-57704 has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
------------- -------- --------
Principal executive
officer and director:
*C.H. Poindexter Chairman of the August 26, 1994
Board and Director
Principal financial and
accounting officer:
/s/ C. W. Shivery
------------------ Vice President August 26, 1994
C. W. Shivery
Directors:
*H. Furlong Baldwin
*J. Owen Cole
*Dan A. Colussy
*E. A. Crooke
*Jerome W. Geckle Directors August 26, 1994
*George V. McGowan
*Paul G. Miller
*George L. Russell, Jr.
*Michael D. Sullivan
*By: /s/ C. W. Shivery
---------------------------------
C. W. Shivery, Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number
1(a) - Form of Agency Agreement, including
Administrative Procedures; and Form of
Purchase Agreement, including Standard
Purchase Provisions.
1(b) - Form of Agreement to Maintain Agency.
1(c) - Form of Authentication Agency Agreement.
1(d)* - Form of Interest Calculation Agency Agreement
(Designated as Exhibit 1(d) to Form S-3
Registration Statement, Registration No. 33-
57704).
1(e)* - Form of Letter of Representations (Designated
as Exhibit 1(e) to Form S-3 Registration
Statement, Registration No. 33-57704).
4(a)* - Indenture dated as of July 1, 1985 between
the Company and Mercantile-Safe Deposit and
Trust Company, Trustee (Designated as Exhibit
4(a) in File No. 2-98443 Registration
Statement).
4(b)* - Supplemental Indenture dated as of October 1,
1987 between the Company and Mercantile-Safe
Deposit and Trust Company, Trustee
(Designated as Exhibit 4(b) in Form 8-K dated
November 13, 1987, File No. 1-1910).
4(c)* - Supplemental Indenture dated as of January
26, 1993 between the Company and Mercantile-
Safe Deposit and Trust Company, Trustee
(Designated as Exhibit 4(c) in Form 8-K dated
January 29, 1993, File No. 1-1910).
4(d)* - Form of Medium-Term Note, Series D (Fixed
Rate) (Designated as Exhibit 4(d) to Form S-3
Registration Statement No. 33-57704).
4(e) - Form of Medium-Term Note, Series D (Floating
Rate).
5* - Opinion of David A. Brune, Esq., General
Counsel of the Company (Designated as Exhibit
5 to Form S-3 Registration Statement,
Registration No. 33-57704).
12* - Computation of Ratio of Earnings to Fixed
Charges (Designated as Exhibit 12 in Form 10-
Q dated August 12, 1994, File No. 1-1910).
24(a)* - Consent of David A. Brune, Esq., General
Counsel of the Company (Designated as Exhibit
5 to Form S-3 Registration Statement,
Registration No. 33-57704).
24(b) - Consent of Coopers & Lybrand, Independent
Certified Public Accountants.
25* - Power of Attorney (Designated as Exhibit 25
to Form S-3 Registration Statement,
Registration No. 33-57704).
26* - Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 (Form
T-1) of Mercantile-Safe Deposit and Trust
Company, Trustee (Designated as Exhibit 26 to
Form S-3 Registration Statement, Registration
No. 33-57704).
28* - Corporations and Associations Article,
Section 2-418 of the Annotated Code of
Maryland (Designated as Exhibit 28(b) to the
Annual Report on Form 10-K for the year ended
December 31, 1987, File No. 1-1910).
__________________
* Incorporated by reference.
<PAGE>
Exhibit 1(a)
$100,000,000
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTES
SERIES D
FORM OF AGENCY AGREEMENT
_________________, 1994
Lehman Brothers
Lehman Brothers Inc.
3 World Financial Center
12th Floor
New York, New York 10285
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
1. Introduction. Baltimore Gas and Electric Company, a
Maryland corporation (the "Company"), confirms its agreement with
Lehman Brothers, Lehman Brothers Inc. (including its affiliate
Lehman Government Securities Inc.), and Goldman, Sachs & Co.
(individually, an "Agent" and collectively, the "Agents") with
respect to the issue and sale from time to time by the Company of
up to $100,000,000 aggregate principal amount of its Medium-Term
Notes, Series D registered under the registration statement
referred to in Section 2(a) (the "Notes"). The Notes will be
issued under an indenture, dated as of July 1, 1985, as
supplemented by the Supplemental Indentures dated as of October
1, 1987, and January 26, 1993, respectively (the "Indenture"),
between the Company and Mercantile-Safe Deposit and Trust Company
(the "Trustee").
The Notes shall have the maturity ranges (which shall be
from nine months to thirty years), annual interest rates,
redemption provisions and other terms set forth in the Prospectus
referred to in Section 2(a) as it may be supplemented from time
to time. The Notes will be issued, and the terms thereof
established, from time to time by the Company in accordance with
the Indenture, the Notes and the Procedures (as defined in
Section 3(d) hereof).
2. Representations and Warranties of the Company. The
Company represents and warrants to, and agrees with, each Agent
as follows:
<PAGE>
- 2 -
(a) A registration statement on Form S-3 (No. 33-57704)
relating to the Notes, including a prospectus, has been filed
with the Securities and Exchange Commission ("Commission") and
has become effective. Such registration statement, as amended by
Post-Effective Amendment No. 1, including (i) the prospectus
included therein dated _______________, 1994 (such prospectus
including each document incorporated by reference therein, as may
be amended or supplemented from time to time, is hereinafter
called the "Prospectus") and (ii) all documents filed as part
thereof or incorporated by reference therein, as may be amended
from time to time, is hereinafter called the "Registration
Statement." Any reference in this Agreement to amending or
supplementing the Prospectus shall be deemed to include the
filing of materials incorporated by reference in the Prospectus
after the Closing Date and any reference in this Agreement to any
amendment or supplement to the Prospectus shall be deemed to
include any such materials incorporated by reference in the
Prospectus after the Closing Date.
(b) The Registration Statement conforms in all respects to
the requirements of the Securities Act of 1933, as amended
("Act"), and the pertinent published rules and regulations of the
Commission thereunder ("33 Act Rules and Regulations") and the
Trust Indenture Act of 1939, as amended ("Trust Indenture Act"),
and does not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and on
the Closing Date, and at each of the times of (i) acceptance
referred to in Section 6(a) hereof, (ii) delivery referred to in
Section 6(e) hereof and (iii) amendment or supplement referred to
in Section 6(b) hereof (the Closing Date and each such time being
herein sometimes referred to as "Representation Date"), the
Registration Statement and the Prospectus will conform in all
respects to the requirements of the Act, the Trust Indenture Act
and the 33 Act Rules and Regulations and none of such documents
will contain an untrue statement of a material fact or will omit
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, except
that the foregoing does not apply to statements or omissions in
such document based upon written information furnished to the
Company by any Agent specifically for use therein. The documents
incorporated by reference in the Registration Statement or the
Prospectus pursuant to Item 12 of Form S-3 of the Act, at the
time they were filed with the Commission, complied in all
material respects with the requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and the
pertinent published rules and regulations thereunder ("Exchange
Act Rules and Regulations"). Any additional documents deemed to
be incorporated by reference in the Prospectus will, when they
are filed with the Commission, comply in all material respects
with the requirements of the Exchange Act and the Exchange Act
Rules and Regulations and will not contain an untrue statement of
a material fact or omit to state a material fact required to be
<PAGE>
- 3 -
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.
3. Appointment as Agent; Solicitations as Agent.
(a) Subject to the terms and conditions stated herein, the
Company hereby appoints each of the Agents as an agent of the
Company for the purpose of soliciting or receiving offers to
purchase the Notes from the Company by others.
(b) On the basis of the representations and warranties
contained herein, but subject to the terms and conditions herein
set forth, each Agent agrees, as agent of the Company, to use all
reasonable efforts when requested by the Company to solicit
offers to purchase the Notes upon the terms and conditions set
forth in the Prospectus, as from time to time amended or
supplemented.
Upon receipt of notice from the Company as contemplated by
Section 4(b) hereof, each Agent shall suspend its solicitation of
purchases of Notes until such time as the Company shall have
furnished it with an amendment or supplement to the Registration
Statement or the Prospectus, as the case may be, contemplated by
Section 4(b) and shall have advised each Agent that such
solicitation may be resumed.
The Company reserves the right, in its sole discretion, to
suspend solicitation of offers to purchase the Notes commencing
at any time for any period of time or permanently. Upon receipt
of notice from the Company, the Agents will use their best
efforts promptly to suspend solicitation of offers to purchase
Notes from the Company, but in no event later than one business
day after notice, until such time as the Company has advised the
Agents that such solicitation may be resumed. For the purpose of
the foregoing sentence, "business day" shall mean any day which
is not a Saturday or a Sunday or a day on which banking
institutions in The City of New York and the City of Baltimore
are authorized or required by law or executive order to be
closed.
The Agents are authorized to solicit offers to purchase
Notes only in fully registered form, in minimum denominations of
$100,000 and integral multiples of $1,000 in excess thereof, and
at a purchase price which, unless otherwise specified in a
supplement to the Prospectus, shall be equal to 100% of the
principal amount thereof. Each Agent shall communicate to the
Company, orally or in writing, each reasonable offer to purchase
Notes received by it as Agent. The Company shall have the sole
right to accept offers to purchase the Notes and may reject any
such offer, in whole or in part. Each Agent shall have the
right, in its discretion reasonably exercised, without notice to
the Company, to reject any offer to purchase Notes received by
it, in whole or in part, and any such rejection shall not be
deemed a breach of its agreement contained herein.
<PAGE>
- 4 -
No Note which the Company has agreed to sell pursuant to
this Agreement shall be deemed to have been purchased and paid
for, or sold, by the Company until such Note shall have been
delivered to the purchaser thereof against payment by such
purchaser.
(c) At the time of delivery of, and payment for, any Notes
sold by the Company as a result of a solicitation made by, or
offer to purchase received by, an Agent, the Company agrees to
pay such Agent a commission in accordance with the schedule set
forth in Exhibit A hereto.
(d) Administrative procedures respecting the sale of Notes
(the "Procedures") shall be agreed upon from time to time by the
Agents and the Company. The initial Procedures, which are set
forth in Exhibit B hereto, shall remain in effect until changed
by agreement among the Company and the Agents. Each Agent and
the Company agree to perform the respective duties and
obligations specifically provided to be performed by each of them
herein and in the Procedures. The Company will furnish a copy of
the Procedures as from time to time in effect to Chemical Bank
(the "Bank") which will act as the authenticating agent for the
Notes pursuant to the Authentication Agency Agreement dated as of
________________, 1994 between the Company and the Bank (the
"Authentication Agency Agreement"), the agent for payment,
registration and notice with respect to the Notes pursuant to the
Agreement to Maintain Agency dated as of _______________, 1994
between the Company and the Bank (the "Agreement to Maintain
Agency") and the agent for calculating interest rates with
respect to floating rate notes pursuant to the Interest
Calculation Agency Agreement dated as of ______________, 1994
(the "Interest Calculation Agency Agreement").
(e) The documents required to be delivered by Section 5
hereof shall be delivered at the offices of the Company, corner
of Lexington and Liberty Streets, Baltimore, Maryland, not later
than 5:00 P.M., Baltimore time, on the date of this Agreement or
at such later time as may be mutually agreed by the Company and
the Agents, which in no event shall be later than the time at
which the Agents commence solicitation of purchases of Notes
hereunder, such time and date being herein called the "Closing
Date."
4. Certain Agreements of the Company. The Company agrees
with the Agents that it will furnish to Cahill Gordon & Reindel,
counsel for the Agents, one signed copy of the Registration
Statement, including all exhibits and all documents incorporated
by reference, in the form it became effective and of all
amendments thereto and that, in connection with each offering of
Notes, it will take the following actions:
(a) From the time solicitation regarding sale of the Notes
is begun until all of the Notes have been sold (i) the Company
<PAGE>
- 5 -
will advise each Agent promptly of any proposal to amend or
supplement the Registration Statement or the Prospectus by means
of a post-effective amendment, sticker, or supplement (except
post-effective amendments, supplements, and stickers relating
solely to interest rates or maturities of Notes) but not by means
of incorporation of document(s) by reference into the
Registration Statement or the Prospectus; (ii) the Company will
afford the Agents a reasonable opportunity to comment on any such
proposed post-effective amendment, sticker, or supplement; (iii)
the Company will advise each Agent of the filing of any such
post-effective amendment, sticker, or supplement; and (iv) the
Company will (x) advise each Agent of the institution by the
Commission of any stop order proceedings in respect of the
Registration Statement or of any part thereof, (y) use its best
efforts to prevent the issuance of any such stop order, and (z)
if a stop order is issued, to obtain its lifting as soon as
possible.
(b) If from the time solicitation regarding sale of the
Notes is begun until all of the Notes have been sold, the Company
shall determine that it is necessary to suspend solicitation of
the Notes because of the occurrence of an event that results in
the Prospectus either (x) including an untrue statement of a
material fact or omitting to state any material fact necessary to
make the statements in such Prospectus, in light of the
circumstances under which they were made when such Prospectus was
delivered, not misleading, or (y) failing to comply with the Act,
then the Company will promptly notify each Agent to suspend
solicitation of purchases of the Notes. Notwithstanding Section
4(a) if the Company shall determine to amend or supplement the
Registration Statement or Prospectus to correct such result, it
will advise each Agent promptly and afford the Agents a
reasonable opportunity to discuss and comment upon the nature of
the disclosure in such amendment or supplement. Notwithstanding
the foregoing, if at the time of any notification to suspend
solicitations (i) this Agreement shall be in effect and any Agent
shall own any of the Notes with the intention of reselling them,
or (ii) the Company has accepted an offer to purchase Notes but
the related settlement has not occurred, then the Company,
subject to the provisions of Section 4(a) of this Agreement, will
promptly prepare and file with the Commission an amendment or
supplement which will correct such statement or omission or
effect such compliance.
(c) The Company, during the period when a prospectus
relating to the Notes is required to be delivered under the Act,
will furnish to each Agent promptly after timely filing with the
Commission all documents required to be filed pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except
those filings associated with employee benefit plans). The
Company will immediately notify each Agent of any downgrading in
the rating of the Notes or any other debt securities of the
Company, or any proposal to downgrade the rating of the Notes or
any other debt securities of the Company, by any "nationally
<PAGE>
- 6 -
recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act), as soon as the Company
learns of such downgrading or proposal to downgrade.
(d) The Company will furnish to each Agent copies of the
Registration Statement, including all exhibits except those
incorporated by reference, any related preliminary prospectus,
any related preliminary prospectus supplement, the Prospectus and
all amendments and supplements to such documents, in each case as
soon as available and in such quantities as are reasonably
requested.
(e) The Company will use its best efforts to obtain the
qualification of the Notes for sale and the determination of
their eligibility for investment under the laws of such
jurisdictions as the Agents designate and will continue such
qualifications in effect so long as required for the
distribution; provided, however, that the Company shall not be
required to qualify as a foreign corporation or to file any
consent to service of process under the laws of any jurisdiction
or to comply with any other requirements deemed by the Company to
be unduly burdensome.
(f) So long as any Notes are outstanding, the Company will
furnish to the Agents: (i) as soon as practicable after the end
of each fiscal year, a copy of its annual report to shareholders
for such year, (ii) as soon as available, a copy of each report
or definitive proxy statement of the Company filed with the
Commission under the Exchange Act or mailed to shareholders, and
(iii) from time to time, such other information concerning the
Company as you may reasonably request.
(g) The Company will pay all expenses incident to the
performance of its obligations under this Agreement, and will
reimburse each Agent for any expenses (including Blue Sky fees
and disbursements of counsel which will not in the aggregate
exceed $6,000) incurred by it in connection with qualification of
the Notes for sale and determination of their eligibility for
investment under the laws of such jurisdictions as such Agent may
designate and the printing of memoranda relating thereto, for any
filing fees charged by investment rating agencies for the rating
of the Notes, for any filing fee of the National Association of
Securities Dealers, Inc. relating to the Notes, and for the
reasonable fees and disbursements of counsel to the Agents.
(h) Not later than 45 days after the end of the 12-month
period beginning at the end of any fiscal quarter of the Company
in which the Closing Date or any other Representation Date
occurs, the Company will make generally available to its security
holders an earnings statement (which need not be audited)
covering such 12-month period which will satisfy the provisions
of Section 11(a) of the Act.
<PAGE>
- 7 -
5. Conditions of Obligations of Agents. The obligation of
each Agent under this Agreement at any time to solicit offers to
purchase the Notes is subject to the accuracy of the
representations and warranties of the Company herein on the date
hereof, on each Representation Date and on the date of each such
solicitation, to the accuracy of the statements of the Company's
officers made pursuant to the provisions hereof on each such
date, to the performance by the Company of its obligations
hereunder on or prior to each such date, and to each of the
following additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement or of any part thereof shall have been
issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Company or any Agent,
shall be contemplated by the Commission.
(b) Neither the Registration Statement nor the Prospectus,
as amended or supplemented as of any Representation Date or date
of such solicitation, as the case may be, shall contain any
untrue statement of fact which, in the opinion of any Agent, is
material or omits to state a fact which, in the opinion of such
Agent, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.
(c) There shall not have occurred (i) any suspension or
limitation of trading in securities generally on the New York
Stock Exchange other than a temporary suspension in trading to
provide for an orderly market, or any setting of minimum prices
for trading on such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-
counter market; (ii) any banking moratorium declared by Federal
or New York authorities; or (iii) any outbreak or escalation of
major hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the reasonable
judgment of such Agents, the effect of any such outbreak,
escalation, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with solicitations of
purchases of, or sales of, Notes.
(d) At the Closing Date, the Agents shall have received an
opinion, dated the Closing Date, of the General Counsel or an
Associate General Counsel of the Company, to the effect that:
(i) The Company and Constellation Holdings, Inc. have
been duly incorporated and are validly existing as
corporations in good standing under the laws of the State
of Maryland, with power and authority (corporate and
other) to own their respective properties and conduct
their respective businesses as described in the
Prospectus; and the Company is duly qualified to do
business as a foreign corporation in good standing in the
Commonwealth of Pennsylvania and the District of Columbia
<PAGE>
- 8 -
which are the only other jurisdictions in which the
conduct of its business or the ownership of its properties
requires such qualification and the failure to do so would
have a material and adverse impact on its financial
condition;
(ii) The Indenture has been duly authorized, executed
and delivered by the Company, and is a valid instrument,
legally binding on the Company, enforceable in accordance
with its terms, except as limited by bankruptcy,
insolvency, or other laws affecting the enforcement of
creditors' rights and by general principles of equity;
(iii) The issuance and sale of Notes have been duly
authorized by all necessary corporate action of the
Company. The Notes (assuming that they have been duly
authenticated by the Trustee or a duly designated
Authentication Agent under the Indenture, which fact
counsel need not verify by an inspection of the Notes),
when issued in accordance with the provisions of this
Agreement and the Indenture, will be duly issued and
constitute legal, valid and binding obligations of the
Company enforceable in accordance with their terms and are
entitled to the benefits provided by the Indenture, except
as limited by bankruptcy, insolvency or other laws
affecting the enforcement of creditors' rights and by
general principles of equity;
(iv) The Registration Statement has become effective
under the Act and (a) to the best of such counsel's
knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are
pending or contemplated under the Act; (b) the
Registration Statement (as of its effective date) and the
Prospectus (as of the date of this Agreement) appeared to
comply as to form in all material respects with the
requirements of Form S-3 under the Act and the 33 Act
Rules and Regulations and the Trust Indenture Act; (c)
such counsel has no reason to believe that either the
Registration Statement as of its effective date or the
Prospectus as of the date of this Agreement contained any
untrue statement of a material fact or omitted to state
any material fact required to be stated therein or
necessary to make the statements therein not misleading;
(d) the descriptions in the Registration Statement and
Prospectus of statutes, legal and governmental proceedings
and contracts and other documents are accurate and fairly
present the information required to be shown; and (e) such
counsel does not know of any legal or governmental
proceedings required to be described in the Prospectus
which are not described as required, nor of any contracts
or documents of a character required to be described in
the Registration Statement or Prospectus or to be filed as
<PAGE>
- 9 -
exhibits to the Registration Statement which are not
described or filed as required; it being understood that
such counsel, in addressing the matters covered in this
paragraph (iv), need express no opinion as to the
financial statements or other financial and statistical
information contained in the Registration Statement or the
Prospectus or incorporated therein or attached as an
exhibit thereto or as to the Statement of Eligibility and
Qualification on Form T-1 of the Trustee under the
Indenture;
(v) The approval of the Public Service Commission of
Maryland necessary for the valid issuance by the Company
of Notes pursuant to this Agreement has been obtained and
continues in full force and effect. The Company has
received the approval of the Federal Energy Regulatory
Commission ("FERC") for the issuance of Notes on or before
December 31, 1994 with maturities of not more than 12
months after the date of issuance and the approval of FERC
will be required for the issuance of any Notes having such
maturities after December 31, 1994. Such counsel knows of
no other approval of any other regulatory authority which
is legally required for the valid offering, issuance, sale
and delivery of the Notes by the Company under this
Agreement (except that such opinion need not pass upon the
requirements of state securities acts);
(vi) To the best of such counsel's knowledge and
belief, the consummation of the transactions contemplated
in this Agreement and the compliance by the Company with
all the terms of the Indenture did not and will not result
in a breach of any of the terms or provisions of, or
constitute a default under, the Company's Charter or By-
Laws or any indenture, mortgage or deed of trust or other
agreement or instrument to which the Company is a party;
(vii) Each of this Agreement, the Authentication
Agency Agreement, the Agreement to Maintain Agency, the
Interest Calculation Agency Agreement and the Letter of
Representations has been duly authorized, executed and
delivered by the Company;
(viii) The Indenture is duly qualified under the Trust
Indenture Act;
(ix) The issuance, sale and delivery of the Notes as
contemplated by this Agreement are not subject to the
approval of the Commission under the provisions of the
Public Utility Holding Company Act of 1935, as amended
(the "1935 Act"); and
(x) The Notes and Indenture conform as to legal
matters with the statements concerning them in the
Registration Statement and Prospectus under the caption
<PAGE>
- 10 -
"DESCRIPTION OF NOTES" and on the cover page of the
Prospectus.
(e) At the Closing Date, the Agents shall have received a
certificate, dated the Closing Date, of the Chairman of the
Board, President or any Vice President and a principal financial
or accounting officer of the Company in which such officers, to
the best of their knowledge after reasonable investigation and
relying upon opinions of counsel to the extent legal matters are
involved, shall state that (i) the representations and warranties
of the Company in this Agreement are true and correct in all
material respects, (ii) the Company has complied with all
agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date,
(iii) no stop order suspending the effectiveness of the
Registration Statement or of any part thereof has been issued and
no proceedings for that purpose have been instituted or are
contemplated by the Commission, and (iv) subsequent to the date
of the most recent financial statements set forth or incorporated
by reference in the Prospectus, there has been no material
adverse change in the financial position or in the financial
results of operations of the Company, except as set forth or
contemplated in the Prospectus or as described in such
certificate.
(f) At the Closing Date, the Agents shall have received a
letter, dated the Closing Date, of Coopers & Lybrand, confirming
that they are independent pubic accountants within the meaning of
the Act and the 33 Act Rules and Regulations, and stating in
effect that:
(i) In their opinion, the consolidated financial
statements and supporting schedules audited by them which
are included in the Company's Form 10-K ("Form 10-K"),
which is incorporated by reference in the Registration
Statement comply in form in all material respects with the
applicable accounting requirements of the Act and the 33
Act Rules and Regulations and the Exchange Act and the
Exchange Act Rules and Regulations;
(ii) On the basis of procedures specified in such
letter (but not an audit in accordance with generally
accepted auditing standards), including reading the
minutes of meetings of the shareholders, the Board of
Directors and the Executive Committee of the Company since
the end of the year covered by the Form 10-K as set forth
in the minute books through a specified date not more than
five days prior to the Closing Date, performing the
procedures specified in Statement on Auditing Standards
No. 71, Interim Financial Information, on the unaudited
interim consolidated financial statements of the Company
incorporated by reference in the Registration Statement,
if any, and reading the latest available unaudited interim
consolidated financial statements of the Company, and
<PAGE>
- 11 -
making inquiries of certain officials of the Company who
have responsibility for financial and accounting matters
as to whether the latest available financial statements
not incorporated by reference in the Registration
Statement are prepared on a basis substantially consistent
with that of the audited consolidated financial statements
incorporated in the Registration Statement, nothing has
come to their attention that has caused them to believe
that (1) any unaudited consolidated financial statements
incorporated by reference in the Registration Statement do
not comply in form in all material respects with the
applicable requirements of the Act and the 33 Act Rules
and Regulations and the Exchange Act and the Exchange Act
Rules and Regulations or any material modifications should
be made to those unaudited consolidated financial
statements for them to be in conformity with generally
accepted accounting principles; (2) at the date of the
latest available balance sheet not incorporated by
reference in the Registration Statement there was any
change in the capital stock, change in long-term debt or
decrease in consolidated net assets or common
shareholders' equity as compared with the amounts shown in
the latest balance sheet incorporated by reference in the
Registration Statement or for the period from the closing
date of the latest income statement incorporated by
reference in the Registration Statement to the closing
date of the latest available income statement read by them
there were any decreases, as compared with the
corresponding period of the previous year, in operating
revenues, operating income, net income, the ratio of
earnings to fixed charges (measured on the most recent
twelve month period), or in earnings per share of common
stock except in all instances of changes or decreases that
the Registration Statement discloses have occurred or may
occur, or which are described in such letter; or (3) at a
specified date not more than five days prior to the
Closing Date, there was any change in the capital stock or
long-term debt of the Company or, at such date, there was
any decrease in net assets of the Company as compared with
amounts shown in the latest balance sheet incorporated by
reference in the Registration Statement, [or for the
period from the closing date of the latest income
statement incorporated by reference in the Registration
Statement to a specified date not more than five days
prior to the Closing Date, there were any decreases as
compared with the corresponding period of the previous
year, in operating revenues, operating income, net income
or in earnings applicable to common stock,] except in all
cases for instances of changes or decreases that the
Registration Statement discloses have occurred or may
occur, or which are described in such letter; and
(iii) Certain specified procedures have been applied
to certain financial or other statistical information (to
<PAGE>
- 12 -
the extent such information was obtained from the general
accounting records of the Company) set forth or
incorporated by reference in the Registration Statement
and that such procedures have not revealed any
disagreement between the financial and statistical
information so set forth or incorporated and the
underlying general accounting records of the Company,
except as described in such letter.
(g) The Agents shall have received from Cahill Gordon &
Reindel, counsel for the Agents, an opinion dated the Closing
Date, with respect to the matters referred to in paragraph 6(d)
subheadings (ii), (iii), (iv)b, (v), (vii), (viii) and (x) and
such other related matters as you may require and the Company
shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass on such matters.
In rendering such opinion, Cahill Gordon & Reindel may
rely, as to the incorporation of the Company, the approval of the
Public Service Commission of Maryland required for the issuance,
sale and delivery of the Notes, and all other matters governed
by the laws of the State of Maryland, the applicability of the
1935 Act and the approval of FERC for the issuance, sale and
delivery of the Notes upon the opinion of Counsel for the Company
referred to above.
In addition, such counsel shall state that such counsel
has participated in conferences with officers, counsel and other
representatives of the Company, representatives of the
independent certified public accountants for the Company and
representatives of the Agents at which the contents of the
Registration Statement and the Prospectus and related matters
were discussed; and, although such counsel is not passing upon
and does not assume responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration
Statement and Prospectus (except as to the matters referred to in
their opinion rendered pursuant to subheading (x) above), on the
basis of the foregoing (relying as to materiality to a large
extent upon the opinions of officers, counsel and other
representatives of the Company), no facts have come to the
attention of such counsel which lead such counsel to believe that
either the Registration Statement (as of its effective date) or
the Prospectus (as of the date of this Agreement), contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
such statements therein not misleading (it being understood that
such counsel need make no comment with respect to the financial
statements and other financial and statistical information
included in the Registration Statement or Prospectus or
incorporated therein or as to the Statement of Eligibility and
Qualification on Form T-l of the Trustee under the Indenture).
(h) The approval of the Public Service Commission of
Maryland necessary for the valid issuance of Notes by the Company
pursuant to this Agreement has been obtained and continues in
<PAGE>
- 13 -
full force and effect. The Company has received the approval of
FERC for the issuance of Notes on or before December 31, 1994
with maturities of not more than 12 months after the date of
issuance and the approval of FERC will be obtained before the
issuance of any Notes having such maturities after December 31,
1994.
The Company will furnish the Agents with such conformed
copies of such opinions, certificates, letters and documents as
the Agents reasonably request.
6. Additional Covenants of the Company. The Company agrees
that:
(a) Each acceptance by the Company of an offer for the
purchase of Notes shall be deemed to be an affirmation that its
representations and warranties contained in this Agreement are
true and correct at the time of such acceptance, it being
understood that such representations and warranties shall relate
to the Registration Statement and the Prospectus as amended or
supplemented at each such time. Each such acceptance by the
Company of an offer for the purchase of Notes shall be deemed to
constitute an additional representation, warranty and agreement
by the Company that, as of the settlement date for the sale of
such Notes, after giving effect to the issuance of such Notes and
of any other Notes to be issued on or prior to such settlement
date, the aggregate amount of Notes which have been issued and
sold by the Company will not exceed the amount of Notes
registered pursuant to the Registration Statement.
(b) From the time solicitation regarding the sale of the
Notes is begun until all of the Notes have been sold, each time
the Company (i) amends or supplements the Registration Statement
or the Prospectus (other than in reference solely to interest
rates or maturities of Notes) by means of a post-effective
amendment, sticker, or supplement but not by means of
incorporation of document(s) by reference into the Registration
Statement or the Prospectus; (ii) files an annual report on Form
10-K under the Exchange Act; (iii) files its quarterly reports on
Form 10-Q under the Exchange Act; and (iv) files a report on Form
8-K under the Exchange Act (the date of filing each of the
aforementioned documents is referred to as a "Representation
Date"); the Company shall furnish the Agents (but in the case of
(iv) above only if requested by the Agents) with a certificate of
the Chairman, President or any Vice President and a principal
financial or accounting officer of the Company, in form
satisfactory to the Agents, to the effect that on the
Representation Date, to the best of their knowledge after
reasonable investigation and relying upon opinions of counsel to
the extent legal matters are involved, (i) the representations
and warranties of the Company in this Agreement are true and
correct in all material respects; (ii) the Company has complied
with all agreements and satisfied all conditions on its part to
be performed or satisfied hereunder at or prior to the
Representation Date; (iii) no stop order suspending the
<PAGE>
- 14 -
effectiveness of the Registration Statement or of any part
thereof has been issued and no proceedings for that purpose have
been instituted or are contemplated by the Commission; and (iv)
subsequent to the date of the most recent financial statements
set forth or incorporated by reference in the Prospectus, there
has been no material adverse change in the financial position or
in the financial results of operations of the Company, except as
set forth in or contemplated by the Prospectus or as described in
such certificate.
(c) From the time solicitation regarding the sale of the
Notes is begun until all of the Notes have been sold, at each
Representation Date referred to in Section 6(b) (i) or (ii) and,
only if requested by the Agents, at each Representation Date
referred to in Section 6(b) (iii) or (iv), the Company shall
concurrently furnish the Agents with a written opinion or
opinions of counsel for the Company, dated the Representation
Date or the date of such filing, in form satisfactory to the
Agents, to the effect set forth in Section 5(d) hereof, but
modified, as necessary, to relate to the Registration Statement
and the Prospectus as then amended or supplemented; provided,
however, that in lieu of such opinion, counsel may furnish the
Agents with a letter to the effect that the Agents may rely on a
prior opinion delivered under Section 5(d) or this Section 6(c)
to the same extent as if it were dated the date of such letter
(except that statements in such prior opinion shall be deemed to
relate to the Registration Statement and the Prospectus as
amended or supplemented at such Representation Date).
(d) From the time solicitation regarding the sale of the
Notes is begun until all of the Notes have been sold, at each
Representation Date referred to in Section 6(b) (i) or (ii) and,
only if requested by the Agents, at each Representation Date
referred to in Section 6(b) (iii) or (iv), but in each case only
if such documents referred to in Section 6(b) include additional
financial information, the Company shall cause Coopers & Lybrand
concurrently to furnish the Agents with a letter, addressed
jointly to the Company and the Agents and dated the
Representation Date or the date of such filing, in form and
substance satisfactory to the Agents, to the effect set forth in
Section 5(f) hereof but modified to relate to the Registration
Statement and the Prospectus as amended or supplemented at such
Representation Date, with such changes as may be necessary to
reflect changes in the financial statements and other information
derived from the accounting records of the Company; provided,
however, that if the Registration Statement or the Prospectus is
amended or supplemented solely to include financial information
as of and for a fiscal quarter, Coopers & Lybrand may limit the
scope of such letter to the unaudited financial statements
included in such amendment or supplement unless there is
contained therein any other accounting, financial or statistical
information that, in the reasonable judgment of the Agents,
should be covered by such letter, in which event such letter
shall also cover such other information and procedures as shall
<PAGE>
- 15 -
be agreed upon by the Agents.
(e) On each settlement date for the sale of Notes, the
Company shall, if requested by an Agent that solicited or
received the offer to purchase any Notes being delivered on such
settlement date, furnish such Agent with a written opinion of the
General Counsel or an Associate General Counsel of the Company,
dated the date of delivery thereof, in form satisfactory to such
Agent, to the effect set forth in clauses (i), (ii), (iii) and
(v) of Section 5(d) hereof, but modified, as necessary, to relate
to the Prospectus as amended or supplemented at such settlement
date and except that such opinion shall state that the Notes
being sold by the Company on such settlement date, when delivered
against payment therefor as provided in the Indenture and this
Agreement, will have been duly executed, authenticated, issued
and delivered and will constitute valid and legally binding
obligations of the Company enforceable in accordance with their
terms, subject only to the exceptions as to enforcement set forth
in clauses (ii) and (iii) of Section 5(d) hereof, and conform to
the description thereof contained in the Prospectus as amended or
supplemented at such settlement date.
(f) The Company agrees that any obligation of a person who
has agreed to purchase Notes to make payment for and take
delivery of such Notes shall be subject to (i) the accuracy, on
the related settlement date fixed pursuant to the Procedures, of
the Company's representations and warranties deemed to be made to
the Agents pursuant to Section 2 and the last sentence of
subsection (a) of this Section 6; (ii) the satisfaction, on such
settlement date, of each of the conditions set forth in Sections
5(a), (b), (c) and (h), it being understood that under no
circumstance shall any Agent have any duty or obligation to
exercise the judgment permitted under Section 5(b) or (c) on
behalf of any such person; (iii) the absence of any change or
development involving a prospective change, not contemplated by
the Prospectus, in or affecting particularly the business or
properties of the Company which materially impairs the investment
quality of the Notes; and (iv) no downgrading in the rating of
the Company's debt securities by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule
436(g) under the Act).
7. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless each
Agent and each person if any, who controls either Agent within
the meaning of the Act or the Exchange Act against any losses,
claims, damages or liabilities, joint or several, to which such
Agent or such controlling person may become subject, under the
Act, or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement or the
Prospectus, or any related preliminary prospectus or arise out of
<PAGE>
- 16 -
or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; and will
reimburse each Agent and each such controlling person for any
legal or other expenses reasonably incurred by such Agent or such
controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable to such Agent or
controlling person in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or
alleged omission made in any such documents in reliance upon and
in conformity with written information furnished to the Company
by such Agent or such controlling person specifically for use
therein unless such loss, claim, damage or liability arises out
of the offer or sale of Notes occurring after such Agent or
controlling person has notified the Company in writing that such
information should no longer be used therein. This indemnity
agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each Agent will indemnify and hold harmless the
Company, each of its directors, each of its officers who have
signed the Registration Statement and each person, if any, who
controls the Company within the meaning of the Act or the
Exchange Act, against any losses, claims, damages or liabilities
to which the Company or any such director, officer or controlling
person may become subject, under the Act, or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in the Registration Statement or the Prospectus, or any
related preliminary prospectus or arise out of or are based upon
the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information
furnished to the Company by such Agent specifically for use
therein; and will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer
or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that such Agent
will not be liable to the Company or any such director, officer
or controlling person in any such case to the extent that any
such loss, claim, damage or liability arises out of the offer or
sale of Notes occurring after such Agent has notified the Company
in writing that such information should no longer be used
therein. This indemnity agreement will be in addition to any
liability which such Agent may otherwise have.
(c) Promptly after receipt by an indemnified party under
<PAGE>
- 17 -
this Section of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under (a) and (b) above,
notify the indemnifying party of the commencement thereof; but
the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party
otherwise than under this Section. In case any such action is
brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who may, with the consent
of the indemnified party, be counsel to the indemnifying party)
and who shall not be counsel to any other indemnified party who
may have interests conflicting with those of such indemnified
party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs
of investigation.
(d) If recovery is not available under the foregoing
indemnification provisions of this Section for any reason other
than as specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the extent
that contribution is not permitted under Section ll(f) of the
Act. In determining the amount of contribution to which the
respective parties are entitled, there shall be considered the
relative benefits received by each party from the offering of the
Notes (taking into account the portion of the proceeds of the
offering realized by each), the parties' relative knowledge and
access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent
any statement or omission, and any other equitable considerations
appropriate under the circumstances. The Company and the Agents
and such controlling persons agree that it would not be equitable
if the amount of such contribution were determined by pro rata or
per capita allocation (even if the Agents and such controlling
persons were treated as one entity for such purpose).
Notwithstanding the provisions of this subsection (d), no Agent
or controlling person shall be required to make contribution
hereunder which in the aggregate exceeds the total public
offering price of the Notes, distributed to the public through it
pursuant to this Agreement or upon resale of Notes purchased by
it from the Company, less the aggregate amount of any damages
which such Agent or such controlling person has otherwise been
required to pay in respect to the same claim or substantially
similar claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of
<PAGE>
- 18 -
such fraudulent misrepresentation. The obligations of each Agent
and each controlling person in this subsection (d) to contribute
are several, in the same proportion which the amount of the Notes
which are the subject of the action and which were distributed to
the public through such Agent or such controlling person pursuant
to this Agreement bears to the total amount of such Notes
distributed to the public through any other Agent or controlling
person pursuant to this Agreement, and not joint.
8. Status of Each Agent. In soliciting offers to purchase
the Notes from the Company pursuant to this Agreement and in
assuming its other obligations hereunder (other than offers to
purchase pursuant to Section 11), each Agent is acting
individually and not jointly and is acting solely as agent for
the Company and not as principal. Each Agent will use all
reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes from
the Company has been solicited by such Agent and accepted by the
Company, but such Agent shall have no liability to the Company in
the event any such purchase is not consummated for any reason.
If the Company shall default on its obligations to deliver Notes
to a purchaser whose offer it has accepted, the Company (i) shall
hold the Agents harmless against any loss, claim or damage
arising from or as a result of such default by the Company, and
(ii), in particular, shall pay to the Agents any commission to
which they would be entitled in connection with such sale.
9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties
and other statements of the Company or its officers and of the
Agents set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation,
or statement as to the results thereof, made by or on behalf of
any Agent, the Company or any of their respective
representatives, officers or directors or any controlling person
and will survive delivery of and payment for the Notes. If this
Agreement is terminated pursuant to Section 10 or for any other
reason, the Company shall remain responsible for the expenses to
be paid or reimbursed by it pursuant to Section 4(g) and the
obligations of the Company under Sections 4(f) and (h) and the
respective obligations of the Company and the Agents pursuant to
Section 7 shall remain in effect. In addition, if any such
termination shall occur either (i) at a time when any Agent shall
own any of the Notes with the intention of reselling them or (ii)
after the Company has accepted an offer to purchase Notes and
prior to the related settlement, the obligations of the Company
under the last sentence of Section 4(b), under Sections 4(a),
4(c), 4(d), 4(e), 6(a), 6(e) and 6(f) and, in the case of a
termination occurring as described in (ii) above, under Section
3(c) and under the last sentence of Section 8, shall also remain
in effect.
10. Termination. This Agreement may be terminated for any
reason at any time by the Company as to any Agent or, in the case
<PAGE>
- 19 -
of either Agent, by such Agent insofar as this Agreement relates
to such Agent, upon the giving of one day's written notice of
such termination to the other parties hereto. Any settlement
with respect to Notes placed by an Agent occurring after
termination of this Agreement shall be made in accordance with
the Procedures and each Agent agrees, if requested by the
Company, to take the steps therein provided to be taken by such
Agent in connection with such settlement.
11. Other Sales and Purchases of Notes. From time to time,
any Agent may agree with the Company to purchase all or a portion
of Notes from the Company as an underwriter (acting either alone
or in conjunction with one or more investment banking firms) for
resale to the public. In this event, such purchase shall be made
in accordance with the terms of a separate agreement to be
entered into between such Agent and the Company in substantially
the form attached hereto as Exhibit C.
Without the oral consent (confirmed in writing) of the
Company, neither Agent shall have the right to purchase all or a
portion of the Notes for its own account. In the event the
Company consents to such purchase, the purchase shall be made in
accordance with the terms of a separate agreement to be entered
into between such Agent and the Company in substantially the form
attached hereto as Exhibit D.
Nothing in this Agreement shall prohibit the sale of all
or a portion of Notes directly by the Company to any person or
entity without the involvement of either of the Agents or from
entering into similar agreements with other firms as agents.
The Company will not appoint another agent without
providing each Agent with at least one business day's notice.
12. Notices. Except as otherwise provided herein, all
notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices
to Lehman Brothers Inc. shall be mailed, delivered or telecopied
to it at 3 World Financial Center, 12th Floor, New York, New York
10285-1200, telecopier, (212) 528-1718, Attention: Medium-Term
Note Department; notices to Goldman, Sachs & Co. shall be mailed,
delivered or telecopied to it at 85 Broad Street, New York, New
York 10004, telecopier, (212) 902-3000, Attention: Registration
Department; and notices to the Company shall be mailed, delivered
or telecopied to it at Gas and Electric Building, Charles Center,
Baltimore, Maryland 21201, telecopier, (410) 234-5367, Attention:
Treasurer, 8th Floor, Gas and Electric Building, or in the case
of any party hereto, to such other address or person as such
party shall specify to each other party by a notice given in
accordance with the provisions of this Section 12. Any such
notice shall take effect at the time of receipt.
13. Successors. This Agreement will inure to the benefit of
<PAGE>
- 20 -
and be binding upon the parties hereto, their respective
successors, the officers and directors and controlling persons
referred to in Section 7 and, to the extent provided in Section
6(f), any person who has agreed to purchase Notes from the
Company, and no other person will have any right or obligation
hereunder.
14. Governing Law; Counterparts. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York. This Agreement may be executed in
counterparts and the executed counterparts shall together
constitute a single instrument.
If the foregoing correctly sets forth our agreement, please
indicate your acceptance hereof in the space provided for that
purpose below.
Very truly yours,
BALTIMORE GAS AND ELECTRIC COMPANY
By: ________________________________
CONFIRMED AND ACCEPTED, as of the
date first above written:
LEHMAN BROTHERS INC.
By: _________________________
GOLDMAN, SACHS & CO.
By: _________________________
<PAGE>
Exhibit A
to Agency Agreement
The Company agrees to pay either Agent a commission equal to
the following percentage of the principal amount of Notes sold to
purchasers solicited by such Agent:
Commission Rate
(as a percentage of
Term principal amount)
9 months to less than 12 months .125
12 months to less than 18 months .15
18 months to less than 24 months .20
2 years to less than 3 years .25
3 years to less than 4 years .35
4 years to less than 5 years .45
5 years to less than 7 years .50
7 years to less than 10 years .55
10 years to less than 15 years .60
15 years to less than 20 years .65
20 years through 30 years .75
<PAGE>
Exhibit B
to Agency Agreement
Exhibit B to the Agency Agreement will be added at the time the
Agency Agreement is signed and will consist of administrative
procedures agreed on by the Company and the Agents.
<PAGE>
Exhibit C
to Agency Agreement
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTES, SERIES D
FORM OF PURCHASE AGREEMENT
INCLUDING
STANDARD PURCHASE PROVISIONS
<PAGE>
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTES, SERIES D
PURCHASE AGREEMENT
________________________
(Date)
Baltimore Gas and Electric Company
Charles Center
Baltimore, Maryland 21201
Dear Sirs:
Referring to the Medium-Term Notes, Series D of Baltimore Gas
and Electric Company (the "Company") covered by the registration
statement on Form S-3 (No. 33-57704), as amended by Post-
Effective Amendment No. 1, (such registration statement including
(i) the prospectus included therein, dated ___________________,
as supplemented by a prospectus supplement dated _____________ in
the form first filed under Rule 424(b) (such prospectus as so
supplemented, including each document incorporated by reference
therein is hereinafter called the "Prospectus") and (ii) all
documents filed as part thereof or incorporated by reference
therein, is hereinafter called the "Registration Statement" on
the basis of the representations, warranties and agreements
contained in this Agreement, but subject to the terms and
conditions herein set forth, the purchaser or purchasers named in
Schedule A hereto (the "Purchasers") agree to purchase,
severally, and the Company agrees to sell to the Purchasers,
severally, the respective principal amounts of the Company's
Medium-Term Notes, Series D having the terms described below (the
"Purchased Notes") set forth opposite the name of each Purchaser
on Schedule A hereto.
The price at which the Purchased Notes shall be purchased
from the Company by the Purchasers shall be ______% of the
principal amount plus accrued interest, if any, from
_____________. The initial public offering price shall be _____%
of the principal amount plus accrued interest, if any, from
____________________. The Purchased Notes will be offered by the
Purchasers as set forth in the Prospectus Supplement relating to
such Purchased Notes.
The Purchased Notes will have the following terms:
Fixed Interest rate (if applicable): % per annum
(accruing from )
<PAGE>
Floating Interest Rate (if applicable):
Interest Rate Basis: ___________________
Spread: ___________________
Spread Multiplier: ___________________
Index Maturity: ___________________
Initial Interest Rate: ___________________
Maximum Interest Rate: ___________________
Minimum Interest Rate: ___________________
Interest Reset Dates: ___________________
Interest Determination Dates: ___________________
Calculation Agent: ___________________
Interest Payment Dates: ___________________
Stated Maturity: ___________________
Redemption Prices
Redeemable on or after: (% of Principal Amount):
______________ ___________________
______________ ___________________
______________ ___________________
The "Closing Date" shall be:
The place to which the
Purchased Notes may be
checked, packaged and
delivered shall be:
Notices to the Purchasers shall be sent to the following
address(es) or telecopier number(s):
If we are acting as Representative(s) for the several
Purchasers named in Schedule A hereto, we represent that we are
authorized to act for such several Purchasers in connection with
the transactions contemplated in this Agreement, and that, if
there are more than one of us, any action under this Agreement
taken by any of us will be binding upon all the Purchasers.
All of the provisions contained in the document entitled
<PAGE>
"Baltimore Gas and Electric Company Standard Purchase
Provisions", a copy of which has been previously furnished to us,
are hereby incorporated by reference in their entirety and shall
be deemed to be a part of this Agreement to the same extent as if
such provisions had been set forth in full herein.
If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed
duplicate hereof, whereupon it will become a binding agreement
between the Company and the several Purchasers in accordance with
its terms.
Very truly yours,
[Firm Name]
By:__________________________
Title: _______________________
Acting on behalf of and as
Representative(s) of the
several Purchasers named in
Schedule A hereto.*
The foregoing Purchase
Agreement is hereby confirmed
as of the date first above
written
BALTIMORE GAS AND ELECTRIC COMPANY
By _________________________
Title: _____________________
__________________________________________
* To be deleted if the Purchase Agreement is not
executed by one or more Purchasers acting as
Representative(s) of the Purchasers for purposes of this
Agreement.
<PAGE>
SCHEDULE A
Name of Purchaser Amount
------------------- ---------
Total _______________
$
===============
<PAGE>
BALTIMORE GAS AND ELECTRIC COMPANY
STANDARD PURCHASE PROVISIONS
From time to time, Baltimore Gas and Electric Company, a
Maryland corporation ("Company") may enter into purchase
agreements that provide for the sale of designated securities to
the purchaser or purchasers named therein. The standard
provisions set forth herein may be incorporated by reference in
any such purchase agreement ("Purchase Agreement"). The Purchase
Agreement, including the provisions incorporated therein by
reference, is herein sometimes referred to as "this Agreement."
Unless otherwise defined herein, terms defined in the Purchase
Agreement are used herein as therein defined.
1. Introductory. The Company proposes to issue and sell
from time to time its Medium-Term Notes, Series D ("Notes")
registered under the registration statement referred to in
Section 2(a). The Notes will be issued under an Indentures,
dated as of July 1, 1985, between the Company and Mercantile-Safe
Deposit and Trust Company, as Trustee as supplemented by the
Supplemental Indentures dated as of October 1, 1987 and January
26, 1993, respectively (the "Indenture"). The Notes will be sold
to the Purchasers for resale in accordance with the terms of the
offering determined at the time of the sale. The Notes involved
in any such offering are hereinafter referred to as the
"Purchased Notes," and the firm or firms, as the case may be,
which agree to purchase the same are hereinafter referred to as
the "Purchasers" of such Purchased Notes. The terms "you" and
"your" refer to those Purchasers who sign the Purchase Agreement
either on behalf of themselves only or on behalf of themselves
and as representatives of the several Purchasers named in
Schedule A thereto, as the case may be.
2. Representations and Warranties of the Company. The
Company represents and warrants to and agrees with each Purchaser
that:
(a) A registration statement on Form S-3 (No. 33-57704),
as amended by Post-Effective Amendment No. 1, relating to the
Notes including a prospectus has been filed with the
Securities and Exchange Commission ("Commission") and has
become effective. The terms Registration Statement and
Prospectus shall have the meanings ascribed to them in the
Purchase Agreement.
(b) The Registration Statement conforms in all respects
to the requirements of the Securities Act of 1933, as amended
("Act"), and the pertinent published rules and regulations of
the Commission thereunder ("33 Act Rules and Regulations")
and the Trust Indenture Act of 1939, as amended ("Trust
Indenture Act"), and does not include any untrue statement of
a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements
therein not misleading, except that the foregoing does not
<PAGE>
- 2 -
apply to statements or omissions in such document based upon
written information furnished to the Company by any Purchaser
specifically for use therein. The documents incorporated by
reference in the Registration Statement or the Prospectus
pursuant to Item 12 of Form S-3 of the Act, at the time they
were filed with the Commission, complied in all material
respects with the requirements of the Securities Exchange Act
of 1934, as amended ("Exchange Act"), and the pertinent
published rules and regulations thereunder ("Exchange Act
Rules and Regulations"). Any additional documents deemed to
be incorporated by reference in the Prospectus will, when
they are filed with the Commission, comply in all material
respects with the requirements of the Exchange Act and the
Exchange Act Rules and Regulations and will not contain an
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances
under which they were made, not misleading.
3. Delivery and Payment. The Company will deliver the
Purchased Notes to you for the accounts of the Purchasers, at the
offices of the Trustee (at the place specified in the Purchase
Agreement) against payment of the purchase price by certified or
official bank check or checks in same day or New York or
Baltimore Clearing House funds drawn to the order of the Company,
at the office of the Company, Charles Center, Baltimore,
Maryland, at the time set forth in this Agreement or at such
other time not later than seven full business days thereafter as
you and the Company determine, such time being herein referred to
as the "Closing Date." The Purchased Notes so to be delivered
will be in definitive fully registered form registered in such
denominations, of $1,000 or multiples thereof, and in such names
as you request in writing not later than 3:00 p.m., New York
Time, on the third full business day prior to the Closing Date,
or, if no such request is received, in the names of the
respective Purchasers in the amounts agreed to be purchased by
them pursuant to this Agreement. The Company shall make the
Purchased Notes available for checking and packaging at the
offices of the Trustee (at the place specified in the Purchase
Agreement) prior to the Closing Date and, unless prevented from
doing so by circumstances beyond its control, not later than 2:00
p.m., New York Time, on the business day next preceding the
Closing Date. If you request that any Purchased Notes be issued
in a name or names other than that of the Purchaser agreeing to
purchase such Purchased Notes hereunder, the Company shall not be
obligated to pay any transfer taxes resulting therefrom. The
Notes may also be represented by a permanent global Note or
Notes, registered in the name of The Depository Trust Company, as
depositary (the "Depositary"), or a nominee of the Depositary
(each such Note represented by a permanent global Note being
referred to herein as a "Book-Entry Note"). Beneficial interests
in Book-Entry Notes will only be evidenced by, and transfers
thereof will only be effected through, records maintained by the
Depositary's participants.
<PAGE>
- 3 -
4. Offering by the Purchasers. The several Purchasers
propose to offer the Purchased Notes for sale to the public as
set forth in the Prospectus.
5. Covenants of the Company. The Company covenants and
agrees with the several Purchasers that:
(a) It will promptly cause the Prospectus to be filed
with the Commission as required by Rule 424.
(b) For as long as a prospectus relating to the Purchased
Notes is required to be delivered under the Act, if any event
relating to or affecting the Company or of which the Company
shall be advised in writing by the Purchasers shall occur
which, in the Company's opinion, should be set forth in a
supplement or amendment to the Prospectus in order either to
make the Prospectus comply with the requirements of the Act
or which would require the making of any change in the
Prospectus so that as thereafter delivered to purchasers such
Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading, the
Company will promptly amend or supplement the Prospectus by
either (i) preparing and filing with the Commission
supplement(s) or amendment(s) to the Prospectus, or (ii)
making an appropriate filing pursuant to the Exchange Act,
which will supplement or amend the Prospectus so that, as
supplemented or amended, the Prospectus when the Prospectus
is delivered to a purchaser will comply with the Act and will
not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which
they were made, not misleading. Prior to any such filing,
the Company shall give oral notice to the Purchasers.
(c) Not later than 45 days after the end of the 12-month
period beginning at the end of the fiscal quarter of the
Company in which the Closing Date occurs, the Company will
make generally available to its security holders an earnings
statement (which need not be audited) covering such 12-month
period which will satisfy the provisions of Section 11(a) of
the Act.
(d) The Company will furnish to you copies of the
following documents, in each case as soon as available after
filing and in such quantities as you reasonably request (i)
the Registration Statement relating to the Notes as
originally filed and all pre-effective amendments thereto (at
least one of which will be signed and will include all
exhibits except those incorporated by reference to previous
filings with the Commission); (ii) each prospectus relating
to the Purchased Notes; and (iii) during the time when a
<PAGE>
- 4 -
prospectus relating to the Purchased Notes is required to be
delivered under the Act, all post-effective amendments and
supplements to the Registration Statement or Prospectus,
respectively (except supplements relating to securities that
are not Purchased Notes).
(e) The Company will use its best efforts to obtain the
qualification of the Purchased Notes for sale and the
determination of their eligibility for investment under the
laws of such jurisdictions as you designate and will continue
such qualifications in effect so long as required for the
distribution, provided, however, that the Company shall not
be required to qualify as a foreign corporation or to file
any consent to service of process under the laws of any
jurisdiction or to comply with any other requirements deemed
by the Company to be unduly burdensome.
(f) During the period of five years after the Closing
Date, the Company will furnish to you, and upon request, to
each of the other Purchasers: (i) as soon as practicable
after the end of each fiscal year, a copy of its annual
report to shareholders for such year, (ii) as soon as
available, a copy of each report or definitive proxy
statement of the Company filed with the Commission under the
Exchange Act or mailed to shareholders, and (iii) from time
to time, such other information concerning the Company as you
may reasonably request.
(g) The Company will pay all expenses incident to the
performance of its obligations under this Agreement, and will
reimburse the Purchasers for any expenses (including Blue Sky
fees not exceeding $6,000 and disbursements of counsel)
incurred by them in connection with qualification of the
Purchased Notes for sale and determination of their
eligibility for investment under the laws of such
jurisdictions as you designate and the printing of memoranda
relating thereto, for any filing fees charged by investment
rating agencies for the rating of the Purchased Notes, for
any expenses incurred in connection with listing the
Purchased Notes on a national securities exchange and for
expenses incurred in distributing prospectuses to the
Purchasers, except that if this Agreement is terminated by
the Purchasers under Section 6(c) hereof, the Company shall
not be obligated to reimburse the Purchasers for any of the
foregoing expenses.
(h) The Company will not offer or sell any of its other
debt securities which are substantially similar to the
Purchased Notes prior to ten business days after the Closing
Date without the consent of the Purchasers.
6. Conditions of the Obligations of the Purchasers. The
obligations of the several Purchasers to purchase and pay for the
Purchased Notes will be subject to the accuracy of the
<PAGE>
- 5 -
representations and warranties on the part of the Company herein,
to the accuracy of the statements of Company officers made
pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following
additional conditions precedent:
(a) Subsequent to the signing of this Agreement, you
shall have received a letter of Coopers & Lybrand, dated the
Closing Date, confirming that they are independent public
accountants within the meaning of the Act and the 33 Act
Rules and Regulations, and stating in effect that:
(i) In their opinion, the consolidated financial
statements and supporting schedules audited by them which
are included in the Company's Form 10-K ("Form 10-K"),
which is incorporated by reference in the Registration
Statement comply in form in all material respects with
the applicable accounting requirements of the Act and the
33 Act Rules and Regulations and the Exchange Act and the
Exchange Act Rules and Regulations;
(ii) On the basis of procedures specified in such
letter (but not an audit in accordance with generally
accepted auditing standards), including reading the
minutes of meetings of the shareholders, the Board of
Directors and the Executive Committee of the Company
since the end of the year covered by the Form 10-K as set
forth in the minute books through a specified date not
more than five days prior to the Closing Date, performing
procedures specified in Statement on Auditing Standards
No. 71, Interim Financial Information, on the unaudited
interim consolidated financial statements of the Company
incorporated by reference in the Registration Statement,
if any, and reading the latest available unaudited
interim consolidated financial statements of the Company,
and making inquiries of certain officials of the Company
who have responsibility for financial and accounting
matters as to whether the latest available financial
statements not incorporated by reference in the
Registration Statement are prepared on a basis
substantially consistent with that of the audited
consolidated financial statements incorporated in the
Registration Statement, nothing has come to their
attention that has caused them to believe that (1) any
unaudited consolidated financial statements incorporated
by reference in the Registration Statement do not comply
in form in all material respects with the applicable
requirements of the Act and the 33 Act Rules and
Regulations and the Exchange Act and the Exchange Act
Rules and Regulations or any material modifications
should be made to those unaudited consolidated financial
statements for them to be in conformity with generally
accepted accounting principles; (2) at the date of the
latest available balance sheet not incorporated by
<PAGE>
- 6 -
reference in the Registration Statement there was any
change in the capital stock, change in long-term debt or
decrease in consolidated net assets or common
shareholders' equity as compared with the amounts shown
in the latest balance sheet incorporated by reference in
the Registration Statement or for the period from the
closing date of the latest income statement incorporated
by reference in the Registration Statement to the closing
date of the latest available income statement read by
them there were any decreases, as compared with the
corresponding period of the previous year, in operating
revenues, operating income, net income, the ratio of
earnings to fixed charges (measured on the most recent
twelve month period), or in earnings per share of common
stock except in all instances of changes or decreases
that the Registration Statement discloses have occurred
or may occur, or which are described in such letter; or
(3) at a specified date not more than five days prior to
the Closing Date, there was any change in the capital
stock or long-term debt of the Company or, at such date,
there was any decrease in net assets of the Company as
compared with amounts shown in the latest balance sheet
incorporated by reference in the Registration Statement,
[or for the period from the closing date of the latest
income statement incorporated by reference in the
Registration Statement to a specified date not more than
five days prior to the Closing Date, there were any
decreases as compared with the corresponding period of
the previous year, in operating revenues, operating
income, net income or in earnings applicable to common
stock,] except in all cases for changes or decreases
which the Registration Statement discloses have occurred
or may occur, or which are described in such letter; and
(iii) Certain specified procedures have been applied
to certain financial or other statistical information (to
the extent such information was obtained from the general
accounting records of the Company) set forth or
incorporated by reference in the Registration Statement
and that such procedures have not revealed any
disagreement between the financial and statistical
information so set forth or incorporated and the
underlying general accounting records of the Company,
except as described in such letter.
(b) Prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have
been instituted, or to the knowledge of the Company or you,
shall be contemplated by the Commission.
(c) Subsequent to the date of this Agreement, (i) there
shall not have occurred any change or any development
involving a prospective change not contemplated by the
<PAGE>
- 7 -
Prospectus in or affecting particularly the business or
properties of the Company which, in the judgment of a
majority in interest of the Purchasers including you,
materially impairs the investment quality of the Purchased
Notes, (ii) no rating of any of the Company's debt securities
shall have been lowered by any recognized rating agency and
(iii) trading in securities generally on the New York Stock
Exchange shall not have been suspended nor limited, other
than a temporary suspension in trading to provide for an
orderly market, nor shall minimum prices have been
established on such Exchange, a banking moratorium shall not
have been declared either by New York State or Federal
authorities and there shall not have occurred an outbreak or
escalation of major hostilities in which the United States is
involved or other substantial national or international
calamity or crisis, the effect of which on the financial
markets of the United States is such as to make it, in your
judgment, impracticable to market the Purchased Notes.
(d) There shall not be in effect on the Closing Date any
order of the Public Service Commission of Maryland which
would prevent the issuance, sale and delivery of the
Purchased Notes in accordance with the terms contemplated by
this Agreement.
(e) You shall have received an opinion, dated the Closing
Date, of the General Counsel or an Associate General Counsel
of the Company to the effect that:
(i) The Company and Constellation Holdings, Inc. have
been duly incorporated and are validly existing as
corporations in good standing under the laws of the State
of Maryland, with power and authority (corporate and
other) to own their respective properties and conduct
their respective businesses as described in the
Prospectus; and the Company is duly qualified to do
business as a foreign corporation in good standing in the
Commonwealth of Pennsylvania and the District of Columbia
which are the only other jurisdictions in which the
conduct of its business or the ownership of its
properties requires such qualification and the failure to
do so would have a material and adverse impact on its
financial condition;
(ii) The Indenture has been duly authorized, executed
and delivered by the Company and is a valid instrument,
legally binding on the Company and enforceable in
accordance with its terms, except as limited by
bankruptcy, insolvency, or other laws affecting the
enforcement of creditors' rights and by general
principles of equity;
(iii) The issuance and sale of the Purchased Notes
- 8 -
have been duly authorized by all necessary
corporate action of the Company. The Purchased Notes
being delivered to the Purchasers at the Closing
(assuming that they have been duly authenticated by the
Trustee or a duly designated Authentication Agent under
the Indenture, which fact counsel need not verify by an
inspection of the Purchased Notes), have been duly issued
and constitute legal, valid, and binding obligations of
the Company enforceable in accordance with their terms,
and are entitled to the benefits provided by the
Indenture except as such enforceability or entitlement
may be limited by bankruptcy, insolvency, or other laws
affecting the enforcement of creditors' rights and by
general principles of equity;
(iv) The Registration Statement has become
effective under the Act and, (a) to the best of such
counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the Act;
(b) the Registration Statement (as of its effective date)
and the Prospectus (as of the date of this Agreement) and
any amendments or supplements thereto, as of their
respective dates, appeared to comply as to form in all
material respects with the requirements of Form S-3 under
the Act and the 33 Act Rules and Regulations and the
Trust Indenture Act; (c) such counsel has no reason to
believe that either the Registration Statement or the
Prospectus, or any such amendment or supplement, as of
such respective dates, contained any untrue statement of
a material fact or omitted to state any material fact
required to be stated therein or necessary to make the
statement therein not misleading; (d) the descriptions in
the Registration Statement and Prospectus of statutes,
legal and governmental proceedings and contracts and
other documents are accurate and fairly present the
information required to be shown; (e) and such counsel
does not know of any legal or governmental proceedings
required to be described in the Prospectus which are not
described as required, or of any contracts or documents
of a character required to be described in the
Registration Statement or Prospectus or to be filed as
exhibits to the Registration Statement which are not
described or filed as required; it being understood that
such counsel, in addressing the matters covered in this
paragraph (iv) need express no opinion as to the
financial statements or other financial and statistical
information contained in the Registration Statement or
the Prospectus or incorporated therein or attached as an
exhibit thereto or as to the Statement of Eligibility and
Qualification on Form T-l of the Trustee under the
Indenture.
<PAGE>
- 9 -
(v) The approval of the Public Service Commission of
Maryland necessary for the valid issuance by the Company
of the Purchased Notes pursuant to this Agreement has
been obtained and continues in full force and effect.
The Company has received the approval of FERC for the
issuance of Purchased Notes on or before December 31,
1994 with maturities of not more than 12 months after the
date of issuance and the approval of FERC will be
required for the issuance of any Purchased Notes having
such maturities after December 31, 1994 and such counsel
knows of no other approval of any other regulatory
authority which is legally required for the valid
offering, issuance, sale and delivery of the Purchased
Notes by the Company under this Agreement (except that
such opinion need not pass upon the requirements of state
securities acts);
(vi) To the best of such counsel's knowledge and
belief, the consummation of the transactions contemplated
in this Agreement and the compliance by the Company with
all the terms of the Indenture did not and will not
result in a breach of any of the terms and provisions of,
or constitute a default under, the Company's Charter or
By-Laws or any indenture, mortgage or deed of trust or
other agreement or instrument to which the Company is a
party;
(vii) Each of this Agreement, the Authentication
Agency Agreement, the Agreement to Maintain Agency, the
Interest Calculation Agency Agreement and the Letter of
Representations has been duly authorized, executed and
delivered by the Company;
(viii) The Indenture is duly qualified under the
Trust Indenture Act;
(ix) The issuance, sale and delivery of the Purchased
Notes as contemplated by this Agreement are not subject
to the approval of the Securities and Exchange Commission
under the provisions of the Public Utility Holding
Company Act of 1935 (the "1935 Act"); and
(x) The Notes and Indenture conform as to legal
matters with the statements concerning them in the
Registration Statement and Prospectus under the caption
"DESCRIPTION OF NOTES" and on the cover page of the
Prospectus.
(f) The Agents shall have received from Cahill Gordon &
Reindel, counsel for the Agents, an opinion dated the Closing
Date, with respect to the matters referred to in paragraph 6(e)
subheadings (ii), (iii), (iv)b, (v), (vii), (viii) and (x) and
such other matters as the Agents shall reasonably request and the
Company shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass on such
<PAGE>
- 10 -
matters.
In rendering such opinion, Cahill Gordon & Reindel
may rely, as to the incorporation of the Company, the approval of
the Public Service Commission of Maryland required for the
issuance, sale and delivery of the Purchased Notes and all other
matters governed by the laws of the State of Maryland, the
applicability of the 1935 Act, and FERC approval for the
issuance, sale and delivery of the Purchased Notes, upon the
opinion of Counsel for the Company referred to above.
In addition, such counsel shall state that such
counsel has participated in conferences with officers, counsel
and other representatives of the Company, representatives of the
independent public accountants for the Company and
representatives of the Purchasers at which the contents of the
Registration Statement and the Prospectus and related matters
were discussed; and, although such counsel is not passing upon
and does not assume responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration
Statement and Prospectus (except as to the matters referred to in
their opinion rendered pursuant to subheading (x) above), on the
basis of the foregoing (relying as to materiality to a large
extent upon the opinions of officers, counsel and other
representatives of the Company), no facts have come to the
attention of such counsel which lead such counsel to believe that
either the Registration Statement (as of its effective date) or
the Prospectus (as of the date of this Agreement), and any
subsequent amendments or supplements thereto, as of their
respective dates, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make such statements therein not
misleading (it being understood that such counsel need make no
comment with respect to the financial statements and other
financial and statistical data included in the Registration
Statement or Prospectus or incorporated therein or as to the
Statement of Eligibility and Qualification on Form T-l of the
Trustee under the Indenture).
(g) You shall have received a certificate of the Chairman
of the Board, President or any Vice President and a principal
financial or accounting officer of the Company, dated the
Closing Date, in which such officers shall state, to the best
of their knowledge after reasonable investigation, and
relying on opinions of counsel to the extent that legal
matters are involved, that the representations and warranties
of the Company in this Agreement are true and correct in all
material respects, that the Company has complied with all
agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the Closing Date, that
no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted or are contemplated by the
Commission, and that, subsequent to the date of the most
<PAGE>
- 11 -
recent financial statements set forth or incorporated by
reference in the Prospectus, there has been no material
adverse change in the financial position or in the financial
results of operation of the Company except as set forth or
contemplated in the Prospectus or as described in such
certificate.
(h) The Company will furnish you with such conformed
copies of such opinions, certificates, letters and documents
as you reasonably request.
In case any such condition shall not have been satisfied,
this Agreement may be terminated by you upon notice in writing or
by telecopy to the Company without liability or obligation on the
part of the Company or any Purchaser, except as set forth in
Section 10 hereof.
7. Conditions of the Obligations of the Company. The
obligations of the Company to sell and deliver the Purchased
Notes are subject to the following conditions precedent:
(a) Prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have
been instituted or, to the knowledge of the Company or you,
shall be contemplated by the Commission.
(b) There shall not be in effect on the Closing Date any
order of the Maryland Commission or Federal Energy Regulatory
Commission which would prevent the issuance, sale and
delivery of the Purchased Notes or which contains conditions
or provisions with respect thereto which are not acceptable
to the Company, it being understood that no order in effect
at the date of this Agreement contains any such unacceptable
conditions or provisions.
If any such condition shall not have been satisfied, then
the Company shall be entitled, by notice in writing or by
telecopy to you, to terminate this Agreement without any
liability on the part of the Company or any Purchaser, except
as set forth in Section 10 hereof.
8. Indemnification.
(a) The Company will indemnify and hold harmless each
Purchaser and each person, if any, who controls any Purchaser
within the meaning of the Act or Exchange Act against any
losses, claims, damages or liabilities, joint or several, to
which such Purchaser or such controlling person may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in
the Registration Statement or the Prospectus, or any related
<PAGE>
- 12 -
preliminary prospectus or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse each
Purchaser and each such controlling person for any legal or
other expenses reasonably incurred by such Purchaser or such
controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable to
such Purchaser or controlling person in any such case to the
extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any such
documents in reliance upon and in conformity with written
information furnished to the Company by such Purchaser or
such controlling person specifically for use therein unless
such loss, claim, damage or liability arises out of the offer
or sale of the Purchased Notes occurring after such Purchaser
or controlling person has notified the Company in writing
that such information should no longer be used therein. This
indemnity agreement will be in addition to any liability
which the Company may otherwise have.
(b) Each Purchaser will indemnify and hold harmless the
Company, each of its directors, each of its officers who have
signed the Registration Statement and each person, if any,
who controls the Company within the meaning of the Act or the
Exchange Act, against any losses, claims, damages or
liabilities to which the Company or any such director,
officer or controlling person may become subject, under the
Act, or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement or the Prospectus, or any related preliminary
prospectus or arise out of or are based upon the omission or
the alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written
information furnished to the Company by such Purchaser
specifically for use therein; and will reimburse any legal or
other expenses reasonably incurred by the Company or any such
director, officer or controlling person in connection with
investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided,
however, that such Purchaser will not be liable to the
Company, or any such director, officer or controlling person
in any such case to the extent that any such loss, claim,
damage or liability arises out of the offer or sale of
Purchased Notes occurring after such Purchaser has notified
the Company in writing that such information should no longer
<PAGE>
- 13 -
be used therein. This indemnity agreement will be in
addition to any liability which such Purchaser may otherwise
have.
(c) Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under (a) and (b)
above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section. In
case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled
to participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to
such indemnified party (who may, with the consent of the
indemnified party, be counsel to the indemnifying party) and
who shall not be counsel to any other indemnified party who
may have interests conflicting with those of such indemnified
party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable
costs of investigation.
(d) If recovery is not available under the foregoing
indemnification provisions of this Section, for any reason
other than as specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the
extent that contribution is not permitted under Section 11(f)
of the Act. In determining the amount of contribution to
which the respective parties are entitled, there shall be
considered the relative benefits received by each party from
the offering of the Purchased Notes (taking into account the
portion of the proceeds of the offering realized by each),
the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any
statement or omission, and any other equitable considerations
appropriate under the circumstances. The Company and the
Purchasers and such controlling persons agree that it would
not be equitable if the amount of such contribution were
determined by pro rata or per capita allocation (even if the
Purchasers and such controlling persons were treated as one
entity for such purpose). Notwithstanding the provisions of
this subsection (d), no Purchaser or controlling person shall
be required to make contribution hereunder which in the
aggregate exceeds the total public offering price of the
<PAGE>
- 14 -
Purchased Notes, purchased by the Purchaser under this
Agreement, less the aggregate amount of any damages which
such Purchaser or such controlling person has otherwise been
required to pay in respect of the same claim or any
substantially similar claim. The Purchasers' obligations to
contribute are several in proportion to their respective
underwriting obligations and are not joint.
9. Default of Purchasers. If any Purchaser or
Purchasers default in their obligations to purchase Purchased
Notes hereunder and the aggregate principal amount of Purchased
Notes which such defaulting Purchaser or Purchasers agreed but
failed to purchase is 10% of the principal amount of Purchased
Notes or less, you may make arrangements satisfactory to the
Company for the purchase of such Purchased Notes by other
persons, including any of the Purchasers, but if no such
arrangements are made by the Closing Date the non-defaulting
Purchasers shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Purchased Notes
which such defaulting Purchasers agreed but failed to purchase.
If any Purchaser or Purchasers so default and the aggregate
principal amount of Purchased Notes with respect to which such
default or defaults occur is more than the above percentage and
arrangements satisfactory to you and the Company for the purchase
of such Purchased Notes by other persons are not made within
thirty-six hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting
Purchaser or the Company, except as provided in Section 10. In
the event that any Purchaser or Purchasers default in their
obligation to purchase Purchased Notes hereunder, the Company
may, by prompt written notice to the non-defaulting Purchasers,
postpone the Closing Date for a period of not more than seven
full business days in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the
Prospectus or in any other documents, and the Company will
promptly file any amendments to the Registration Statement or
supplements to the Prospectus which may thereby be made
necessary. As used in this Agreement, the term "Purchaser"
includes any person substituted for a Purchaser under this
Section. Nothing herein will relieve a defaulting Purchaser from
liability for its default.
10. Survival of Certain Representations and Obligations.
The respective indemnities, agreements, representations,
warranties, and other statements of the Company or its officers
and of the several Purchasers set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless
of any investigation, or statement as to the results thereof,
made by or on behalf of any Purchaser or the Company or any of
its officers or directors or any controlling person, and will
survive delivery of and payment for the Purchased Notes. If this
Agreement is terminated pursuant to Section 6, 7 or 9 or if for
any reason the purchase of the Purchased Notes by the Purchasers
is not consummated, the Company shall remain responsible for the
<PAGE>
- 15 -
expenses to be paid or reimbursed by it pursuant to Section 5(g).
In addition, in such event the respective obligations of the
Company and the Purchasers pursuant to Section 8 shall remain in
effect; provided, however, that you will use your best efforts to
promptly notify each other Purchaser and each dealer and
prospective customer to whom you have delivered a Prospectus for
the Purchased Notes by telephone or telegraph, confirmed by
letter in either case, of such termination or failure to
consummate, including in such notice instructions regarding the
continued use of the Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary
prospectus.
11. Notices. All communications hereunder will be in
writing, and, if sent to the Purchasers will be mailed, delivered
or telecopied and confirmed to the address furnished in writing
for the purpose of such communications hereunder, or, if sent to
the Company, will be mailed, delivered or telecopied and
confirmed to it, attention of Treasurer at Gas and Electric
Building, Charles Center, Baltimore, Maryland 21201, telecopier
(410) 234-5367; provided, however, that any notice to a Purchaser
pursuant to Section 8 will be mailed, delivered or telecopied to
such Purchaser at its address appearing in its Purchasers'
Questionnaire.
12. Successors. This Purchase Agreement will inure to
the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 8, and no other person
will have any right or obligation hereunder.
13. Construction. This Purchase Agreement shall be
governed by and construed in accordance with the laws of the
State of Maryland.
14. Counterparts. This Agreement may be executed in one
or more counterparts and it is not necessary that the signatures
of all parties appear on the same counterpart, but such
counterparts together shall constitute but one and the same
agreement.
<PAGE>
Exhibit D
to Agency Agreement
PURCHASE AGREEMENT
(for purchaser's account)
[Date]
Baltimore Gas and Electric Company
Charles Center
Baltimore, Maryland 21201
Attention: Treasurer
The undersigned agrees to purchase the following
principal amount of the Notes described in the Agency Agreement
among Baltimore Gas and Electric Company, Lehman Brothers, Lehman
Brothers Inc. (including its affiliate Lehman Government
Securities Inc.), and Goldman, Sachs & Co. dated __________, 1994
(the "Agency Agreement"):
Principal Amount: $
Fixed Interest Rate (if applicable): %
Floating Interest Rate (if applicable):
Interest Rate Basis: ___________________
Spread: ___________________
Spread Multiplier: ___________________
Index Maturity: ___________________
Initial Interest Rate: ___________________
Maximum Interest Rate: ___________________
Minimum Interest Rate: ___________________
Interest Reset Dates: ___________________
Interest Determination Dates: ___________________
Calculation Agent: ___________________
Interest Payment Dates: ___________________
Stated Maturity: ___________________
<PAGE>
Redemption Prices
Redeemable on or after: (% of Principal Amount):
____________ __________________
____________ __________________
____________ __________________
Discount: % of Principal Amount
Price to be paid
to Company
(in immediately
available funds): $
Settlement Date: , 19
Except as otherwise expressly provided therein, all terms
used herein which are defined in the Agency Agreement shall have
the same meanings as in the Agency Agreement. The term Agent, as
used in the Agency Agreement, shall be deemed to refer only to
the undersigned for purposes of this Agreement.
This Agreement incorporates by reference Sections 4, 6,
7, 12 and 13 of the Agency Agreement, the first and last
sentences of Section 9 thereof and, to the extent applicable, the
Procedures. You and we agree to perform, to the extent
applicable, our respective duties and obligations specifically
provided to be performed by each of us in the Procedures.
Our obligation to purchase Notes hereunder is subject to
the accuracy on the above Settlement Date of your representations
and warranties contained in Section 2 of the Agency Agreement (it
being understood that such representations and warranties shall
relate to the Registration Statement and the Prospectus as
amended at such Settlement Date) and to your performance and
observance of all covenants and agreements contained in Sections
4 and 6 thereof. Our obligation hereunder is also subject to the
following conditions:
(a) the satisfaction, at such Settlement Date, of each of
the conditions set forth in subsections (a), (b) and (d) through
(h) of Section 5 of the Agency Agreement (it being understood
that each document so required to be delivered shall be dated
such Settlement Date and that each such condition and the
statements contained in each such document that relate to the
Registration Statement or the Prospectus shall be deemed to
relate to the Registration Statement or the Prospectus, as the
case may be, as amended or supplemented at the time of settlement
on such Settlement Date and except that the opinion described in
Section 5(d) of the Agency Agreement shall be modified so as to
state that the Notes being sold on such Settlement Date, when
delivered against payment therefor as provided in the Indenture
<PAGE>
and this Agreement, will have been duly executed, authenticated,
issued and delivered and will constitute valid and legally
binding obligations of the Company enforceable in accordance with
their terms, subject only to the exceptions as to enforcement set
forth in clause (ii) of Section 5(d) of the Agency Agreement, and
will conform to the description thereof contained in the
Prospectus as amended or supplemented at such Settlement Date);
and
(b) there shall not have occurred (i) any change, or any
development involving a prospective change not contemplated by
the Prospectus, in or affecting particularly the business or
properties of the Company which, in our judgment, materially
impairs the investment quality of the Notes, (ii) any downgrading
in the rating of the Company's debt securities by any "nationally
recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act); (iii) any suspension or
limitation of trading, other than a temporary suspension in
trading to provide for an orderly market, in securities generally
on the New York Stock Exchange, or any setting of minimum prices
for trading on such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-
counter market; (iv) any banking moratorium declared by Federal
or New York authorities; or (v) any outbreak or escalation of
major hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial national
or international calamity or emergency if, in our judgment, the
effect of any such outbreak, escalation, declaration, calamity or
emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Notes.
In further consideration of our agreement hereunder, you
agree that between the date hereof and the above Settlement Date,
you will not offer or sell, or enter into any agreement to sell,
any debt securities of the Company in the United States, other
than sales of Notes, borrowings under your revolving credit
agreements and lines of credit, the private placement of
securities and issuances of your commercial paper.
If for any reason our purchase of the above Notes is not
consummated, you shall remain responsible for the expenses to be
paid or reimbursed by you pursuant to Section 4 of the Agency
Agreement and the respective obligations of you and the
undersigned pursuant to Section 7 shall remain in effect. If for
any reason our purchase of the above Notes is not consummated
other than because of our default or a failure to satisfy a
condition set forth in clause (iii), (iv) or (v) of paragraph (b)
above, you shall reimburse us, severally, for all out-of-pocket
expenses reasonably incurred by us in connection with the
offering of the above Notes and not otherwise required to be
reimbursed pursuant to Section 4 of the Agency Agreement.
This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland. This
<PAGE>
Agreement may be executed in counterparts and the executed
counterparts shall together constitute a single instrument.
[Insert Name of Purchaser]
By:________________________
CONFIRMED AND ACCEPTED, as of
the date first above written:
BALTIMORE GAS AND ELECTRIC COMPANY
By: _________________________
<PAGE>
Exhibit 1 (b)
FORM OF AGREEMENT TO MAINTAIN AGENCY
THIS AGREEMENT TO MAINTAIN AGENCY (the "Agreement"), is
entered into as of ________, 1994, by and between BALTIMORE GAS
AND ELECTRIC COMPANY, a Maryland corporation (the "Company"), and
CHEMICAL BANK, a New York banking corporation (the "Bank").
Unless herein defined, capitalized terms used herein shall have
the meaning given them under the Indenture between the Company
and Mercantile-Safe Deposit and Trust Company, as trustee (the
"Trustee") dated as of July 1, 1985 as supplemented by the
Supplemental Indentures dated as of October 1, 1987, and January
26, 1993, respectively (the "Indenture") and the Notes (as
hereinafter defined).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have entered into
the Indenture to provide for the issuance thereunder from time to
time of the Company's unsecured debt instruments;
WHEREAS, pursuant to resolutions of the Board of
Directors (or the Executive Committee thereof), the Company will
issue under the Indenture from time to time its Medium-Term
Notes, Series D in the maximum aggregate principal amount of
$100,000,000 (the "Notes"); and
WHEREAS, the Company desires to designate the Bank as the
agency for (a) the presentation of the Notes for payment, (b)
payment of principal and interest regarding the Notes, (c)
registration of transfer/exchange of the Notes, and (d) the
receipt of notice/demand regarding the Notes, all pursuant to
Section 5.02 of the Indenture;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Company hereby designates the Bank as the agency
for (1) the presentation of the Notes for payment or for
registration of transfer/exchange of the Notes, (2) payment of
principal and interest, (3) the receipt of notices/demands which
may be served on the Company in respect of the Notes or the
Indenture, and (4) any other purposes permitted or contemplated
by Section 5.02 of the Indenture; provided that such designation
shall not apply to any series of Securities issued under the
Indenture other than the Notes. The Bank accepts such
appointment, subject to the terms and conditions of the Indenture
and the Agency Documents (as hereinafter defined).
2. During the term of its appointment hereunder, the
Bank shall carry out the duties set forth in Article Four and
Sections 3.04, 5.02, 5.04, 6.02, 8.05, 13.02, 13.03, 13.04 and
other applicable provisions of the Indenture, in this Agreement,
in the procedures set forth in Exhibit B to the Agency Agreement
<PAGE>
-2-
and as attached hereto dated ________, 1994, among the Company,
Lehman Brothers, Lehman Brothers Inc. (including its affiliate
Lehman Government Securities Inc.), and Goldman, Sachs & Co. (the
"Procedures") (irrespective of any amendment to the Procedures or
any amendment to or termination of said Agency Agreement), and in
such other rules and regulations (the "Rules") to which the
Company and the Bank may agree in writing from time to time (this
Agreement, the Procedures and any Rules, are herein referred to
collectively as the "Agency Documents"). The parties intend that
the Agency Documents shall implement, upon proper notice to the
Trustee, the provisions of the Indenture with respect to the
designation of an agency (other than the Trustee) regarding the
Notes. The terms of the Indenture and the Notes shall govern if
there is a conflict between the Indenture or the Notes and the
Agency Documents.
3. Simultaneously upon execution of this Agreement, the
Bank will (i) deliver to the Trustee an instrument meeting the
requirements of Section 5.04 of the Indenture and (ii) deliver to
the Company an opinion of its counsel that this Agreement has
been duly authorized, executed and delivered by the Bank. The
Bank will provide the Trustee with all information requested
regarding registered holders of the Notes (including the
Securityholder lists as required by Section 6.01 of the
Indenture).
4. During the term of its appointment hereunder, the
Bank shall carry out the duties set forth in Article Four and
Section 5.04 of the Indenture and in the Notes with respect to
the payment of principal and interest. On an Interest Payment
Date or a maturity date shown on the Notes or on a date fixed for
redemption (or if any of such dates is not a Business Day, then
the immediately succeeding Business Day except if such Note bears
interest based upon LIBOR and such date is in the next calendar
month, such date shall be the preceding Business Day), the
Company will transfer to the Bank, via the Federal Reserve wire
transfer system, immediately available funds sufficient for the
Bank to make the payments of principal and/or interest. In the
event any Note has not been presented for payment within two (2)
years after a maturity date or a date fixed for redemption
thereof, the Bank shall (i) so advise the Company and (ii) return
the funds held by it for such payment upon written instructions
from the Company.
5. The Bank at any time may resign hereunder by giving
thirty days written notice to the Company and the Company may at
any time terminate the agency of the Bank, by giving written
notice of such termination to the Bank and to the Trustee.
6. The Bank acknowledges that it has received a copy of
the Indenture and has examined the provisions thereof.
7. It is understood that the Bank shall hold funds
hereunder and under the Indenture solely as agent for the
<PAGE>
-3-
Company, and neither the Agency Documents nor the Indenture shall
make the Bank a fiduciary of the Company, the Trustee or any
holder of Notes.
8. The Company agrees to pay the Bank reasonable
compensation for its services as agent and to reimburse it for
any reasonable expenses (including reasonable counsel fees)
incurred by it, and to indemnify it and hold the Bank harmless
from and against any loss, liability or expense not resulting
from its own negligence or bad faith, arising out of or in
connection with its duties as agent, and to reimburse it for the
reasonable costs and expenses (including reasonable counsel fees)
of defending against any such claim or liability.
9. The Bank shall incur no liability and shall be
indemnified and held harmless by the Company for any action
taken, omitted or suffered to be taken in good faith reliance
upon (i) written advice of counsel, (ii) instructions, requests
or orders from the Company or from the Trustee if given in
accordance with the Indenture, or (iii) any notice, direction,
consent, certificate, affidavit, endorsement, assignment,
statement or other paper or document believed by the Bank to be
genuine and to have been delivered or signed by the proper party
or parties.
10. Upon the Bank's request, the Company shall issue
instructions to the Bank in connection with any matter within the
scope of the Bank's duties under this Agreement or the Indenture,
and the Bank is hereby authorized to act upon any instructions,
believed by it to be genuine and purporting to have been
transmitted to the Bank by the Company or the Trustee or by any
of their respective agents or employees. Upon the Company's or
the Trustee's request, the Bank shall furnish the Company or the
Trustee with appropriate records of all transactions carried out
by the Bank pursuant to this Agreement at such intervals as the
Issuer or the Trustee may from time to time reasonably request.
11. This Agreement shall be governed by the laws of the
State of New York for all purposes.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
BALTIMORE GAS AND ELECTRIC COMPANY
Attest: By: __________________________
VICE PRESIDENT
_____________________________ Title:__________________________
<PAGE>
- 4 -
CHEMICAL BANK
Attest: By:_________________________
VICE PRESIDENT
_____________________________ Title: ______________________
We hereby acknowledge receipt of notice of the
appointment by the Company of Chemical Bank as the agency for
those matters regarding the Medium-Term Notes, Series D of
Baltimore Gas and Electric Company set forth in the above
Agreement.
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY
Attest: By:___________________________
VICE PRESIDENT
_______________________________ Title:___________________________
<PAGE>
Exhibit 1(c)
FORM OF AUTHENTICATION AGENCY AGREEMENT
THIS AUTHENTICATION AGENCY AGREEMENT (the "Agreement"),
is entered into as of the _____ day of __________, 1994, by and
between BALTIMORE GAS AND ELECTRIC COMPANY, a Maryland
corporation (the "Company") and CHEMICAL BANK, a New York banking
corporation (the "Bank"). Unless herein defined, capitalized
terms used herein shall have the meaning given them under the
Indenture between the Company and Mercantile-Safe Deposit and
Trust Company as trustee (the "Trustee") dated as of July 1, 1985
as supplemented by the Supplemental Indentures dated as of
October 1, 1987, and January 26, 1993, respectively (the
"Indenture") and the Notes (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have entered into
the Indenture to provide for the issuance thereunder from time to
time of the Company's unsecured debt instruments;
WHEREAS, by or pursuant to resolutions of the Board of
Directors (or the Executive Committee thereof) the Company will
issue under the Indenture from time to time its Medium-Term
Notes, Series D in the maximum aggregate principal amount of
$100,000,000 (the "Notes");
WHEREAS, Section 2.02 of the Indenture provides for the
appointment by the Company, with the consent of the Trustee, of
an authentication agent (the "Authentication Agent") to act on
behalf of the Trustee to authenticate the Notes upon original
issue, registration of transfer or exchange thereof, all in the
manner set forth in the Indenture;
WHEREAS, the Company desires to designate the Bank as
Authentication Agent, and the Bank desires to act as
Authentication Agent; and
NOW, THEREFORE, it is agreed by and between the parties
as follows:
1. The Company hereby designates the Bank as an
Authentication Agent for the Notes (but not for any other series
of Securities issued under the Indenture), and the Bank accepts
such appointment subject to the terms and conditions of the
Indenture and the Authentication Agency Documents (as hereinafter
defined).
2. During the term of its appointment as Authentication
Agent, the Bank shall carry out the duties of Authentication
Agent set forth in the Indenture, in this Agreement, in the
Administrative Procedures relating to the Notes (the
<PAGE>
- 2 -
"Procedures"), attached as Exhibit B to the Agency Agreement and
as attached hereto dated as of ___________________, 1994, among
the Company, Lehman Brothers, Lehman Brothers Inc. (including its
affiliate Lehman Government Securities Inc.), and Goldman, Sachs
& Co. (irrespective of any amendment to the Procedures or any
amendment to or termination of said Agency Agreement), and in
such other rules and regulations (the "Rules") to which the
Company and the Bank may agree in writing, with the written
consent of the Trustee, from time to time (this Agreement, the
Procedures and any Rules, are herein referred to collectively as
the "Authentication Agency Documents"). The parties hereto
intend that the Authentication Agency Documents shall implement,
upon consent of the Trustee, the provisions of the Indenture with
respect to an Authentication Agent. The terms of the Indenture
and the Notes shall govern if there is a conflict between the
Indenture or the Notes and the Authentication Agency Documents.
3. The Bank may at any time resign by giving thirty days
written notice of resignation to the Company and the Trustee, and
the Company may at any time terminate the agency of the Bank by
giving written notice of the termination to the Bank and to the
Trustee.
4. The Bank acknowledges that it has received a copy of
the Indenture and has examined the provisions thereof relating to
the appointment, powers and obligations of the Authentication
Agent.
5. The Company agrees to pay the Bank reasonable
compensation for its services as Authentication Agent and to
reimburse it for any reasonable expenses (including reasonable
counsel fees) incurred by it, and to indemnify it and hold it
harmless from and against any loss, liability or expense not
resulting from the Bank's own negligence or bad faith, arising
out of or in connection with its duties as Authentication Agent
and to reimburse it for the reasonable costs and expenses
(including reasonable counsel fees) of defending against any such
claim or liability.
6. In acting as Authentication Agent, the Bank shall
incur no liability and shall be indemnified and held harmless by
the Company for any action taken, omitted or suffered to be taken
in good faith reliance upon (i) written advice of counsel, (ii)
instructions, requests or orders from the Trustee or from the
Company if given in accordance with the Indenture, or (iii) any
written communication believed by the Bank to be genuine and to
have been delivered or signed by the proper party or parties.
7. This Agreement shall be executed and performed in the
State of New York and the validity and construction hereof shall
for all purposes be governed by the laws of the State of New
York.
8. Simultaneously upon execution of this Agreement, the
<PAGE>
- 3 -
Bank will deliver to the Company an opinion of its counsel that
this Agreement has been duly authorized, executed and delivered
by the Bank.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
BALTIMORE GAS AND ELECTRIC COMPANY
BY: ________________________________
VICE PRESIDENT
TITLE: _____________________________
CHEMICAL BANK
BY: _______________________________
VICE PRESIDENT
TITLE: ____________________________
We consent to the designation
of Chemical Bank as the Authentication
Agent with respect to the Medium-Term
Notes, Series D of Baltimore Gas and
Electric Company pursuant to Section
2.02 of the Indenture.
MERCANTILE-SAFE DEPOSIT AND
TRUST COMPANY
BY: _______________________________
VICE PRESIDENT
TITLE: ____________________________
<PAGE>
Exhibit 4(e)
REGISTERED [FORM OF MEDIUM-TERM NOTE] REGISTERED
No. [FLR]
[CUSIP-] [FRONT]
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
MEDIUM-TERM NOTE, SERIES D
(FLOATING RATE)
[If this Note is registered in the name of The Depository
Trust Company (the "Depositary") (55 Water Street, New York, New
York) or its nominee, this Note may not be transferred except as
a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary
unless and until this Note is exchanged in whole or in part for
Notes in definitive form. Unless this certificate is presented
by an authorized representative of the Depositary to the Company
or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized
representative of the Depositary and any payment is made to Cede
& Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co. has an interest herein.]
_________________________________________________________________
-------------------------------------
| INTEREST RATE BASIS: (check one) |
| |
| ___ CD Rate |
| ___ Commercial Paper Rate |
| ___ LIBOR |
| (__ Reuters __ Telerate) |
| ___ Treasury Rate |
| ___ Federal Funds Effective Rate |
| ___ Prime Rate |
| ___ CMT Rate |
| (__ Telerate 7055 |
| __ Telerate 7052) |
------------------------------------
PRINCIPAL AMOUNT:
INITIAL INTEREST RATE:
STATED MATURITY:
INDEX MATURITY:
SPREAD:
ORIGINAL ISSUE DATE:
SPREAD MULTIPLIER: %
ISSUE PRICE:
MAXIMUM INTEREST RATE: %
MINIMUM INTEREST RATE: %
CALCULATION AGENT:
INTEREST PAYMENT DATES:
(Monthly, Quarterly, Semi-Annually or Annually)
INTEREST RESET DATES:
(Daily, Weekly, Monthly, Quarterly, Semi-Annually or Annually)
INTEREST DETERMINATION DATES:
CALCULATION DATES:
REDEMPTION PRICES
REDEEMABLE ON OR AFTER (% OF PRINCIPAL AMOUNT)
______________________ _______________________
______________________ _______________________
______________________ _______________________
_________________________________________________________________
<PAGE>
Baltimore Gas and Electric Company, a Maryland
corporation (herein called the "Company" which term includes any
successor corporation under the Indenture, as hereinafter
defined), for value received, promises to pay
to or its registered assigns, the principal
sum of DOLLARS on the Stated Maturity
shown above and to pay interest on said principal sum from the
Original Issue Date shown above if interest has not been paid on
this Note or from the most recent Interest Payment Date for which
interest has been paid or duly provided for until Stated Maturity
or, if applicable, upon redemption at the rate per annum
determined in accordance with the provisions on the reverse
hereof, depending on the Interest Rate Basis and the Spread
and/or Spread Multiplier, as the case may be, specified above.
Interest will be payable on each Interest Payment Date and at
Stated Maturity or upon redemption. Each payment of interest
payable at Stated Maturity or, if applicable, upon redemption
shall include interest to, but excluding the date of Stated
Maturity or redemption. In the event this Note is issued between
a Record Date (the date 15 calendar days prior to each Interest
Payment Date whether or not such day shall be a Business Day) and
an Interest Payment Date or on an Interest Payment Date, the
first day that interest shall be payable will be on the Interest
Payment Date following the next succeeding Record Date. In the
event of a default in the payment of interest, interest will be
payable as provided in that certain Indenture dated as of July 1,
1985, as supplemented by the Supplemental Indentures dated as of
October 1, 1987, and January 26, 1993, respectively (the
"Indenture"), by and between the Company and Mercantile-Safe
Deposit and Trust Company, a corporation duly organized and
existing under the laws of the State of Maryland, as Trustee
(herein called the "Trustee," which term includes any successor
Trustee under the Indenture).
Pursuant to the provisions of the Indenture, the Company
will maintain an agency at Chemical Bank in The City of New York,
New York (the "Bank"), or at such other agencies as may from time
to time be designated, where the Notes may be presented for
payment, for registration of transfer and exchange, and where
notices or demands to, or upon, the Company may be served.
The interest so payable on the dates specified above
will, subject to certain exceptions provided in the Indenture, be
paid to the person in whose name this Note is registered at the
close of business on the Record Date for such Interest Payment
Date, which shall be the date 15 calendar days prior to each
Interest Payment Date whether or not such day shall be a Business
Day; provided, however, that interest payable at Stated Maturity
or, if applicable, upon redemption, shall be payable to the
person to whom principal shall be payable. Payment of the
principal of and interest on this Note will be made at the Bank
in U.S. dollars; provided, however, that payments of interest
(other than any interest payable at Stated Maturity or upon
<PAGE>
redemption) may be made at the option of the Company (i) by
checks mailed to the addresses of the persons entitled thereto as
such addresses shall appear in the register of the Notes or (ii)
by wire transfer to persons who are holders of record at such
other addresses that have been filed with the Bank on or prior to
the Record Date.
Payment of the principal, premium, if any, and interest
payable at Stated Maturity, or, if applicable, upon redemption,
on this Note will be made in immediately available funds at the
request of the holder provided that this Note is presented to the
Bank in time for the Bank to make such payments in such funds in
accordance with its normal procedures.
Reference is made to the further provisions of this Note
set forth on the reverse hereof, which shall have the same effect
as though fully set forth at this place.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee or a duly designated
authentication agent by manual signature, this Note shall not be
entitled to any benefit under said Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Baltimore Gas and Electric Company
has caused this instrument to be executed in its corporate name
with the manual or facsimile signature of its President or a Vice
President and a facsimile of its corporate seal to be imprinted
hereon, attested by the manual or facsimile signature of its
Secretary or an Assistant Secretary.
Dated:
BALTIMORE GAS AND ELECTRIC COMPANY
By: ____________________________
President
ATTEST:
By:_________________________[SEAL]
Secretary
============================
| CERTIFICATE OF |
| AUTHENTICATION |
| |
| This is one of the |
| Securities |
| of the series designated |
| herein |
| issued under the |
| Indenture described |
| herein. |
| |
| [NAME OF TRUSTEE OR |
| AUTHENTICATION AGENT] |
| |
| By:_____________________ |
| Authorized Signator |
============================
<PAGE>
[FORM OF MEDIUM-TERM NOTE]
[REVERSE]
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTE, SERIES D
(FLOATING RATE NOTE)
This Note is one of a duly authorized issue of debt
securities (the "Securities") of the Company, of a series
designated as its Medium-Term Notes, Series D (herein called the
"Notes"), limited (except as otherwise provided in the Indenture)
in aggregate principal amount to $100,000,000, issued and to be
issued under the Indenture, to which Indenture and all relevant
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, obligations, duties and
immunities thereunder of the Company, the Trustee, the Bank and
the Securityholder and the terms upon which the Notes are, and
are to be, authenticated and delivered. The Securities, of which
the Notes constitute a series, may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest at different rates, may be subject to different
covenants and Events of Default and may otherwise vary as in the
Indenture provided. All capitalized terms not otherwise defined
herein shall have the definitions assigned to them in the
Indenture.
Commencing with the applicable Interest Reset Date first
following the Original Issue Date specified on the face hereof,
the rate at which interest on this Note is payable shall be reset
daily, weekly, monthly, quarterly, semi-annually or annually as
shown on the face hereof. The interest rate per annum for each
interest reset period shall be calculated on the applicable
Interest Determination Date specified on the face hereof and
shall be the Interest Rate Basis specified on the face hereof,
determined in accordance with the provisions of the applicable
heading below, adjusted by adding or subtracting a Spread and/or
multiplying by a Spread Multiplier, as the case may be, specified
on the face hereof; provided, however, that (i) the interest
rate in effect from the Original Issue Date to the first Interest
Reset Date with respect to this Note will be the Initial Interest
Rate specified on the face hereof and (ii) the interest rate in
effect for the ten days immediately prior to the Stated Maturity
or redemption will be that in effect on the tenth day preceding
such Stated Maturity or redemption. Each such adjusted rate
shall be applicable on and after the Interest Reset Date to which
it relates, to, but not including, the next succeeding Interest
Reset Date or until the Stated Maturity, or the date of
redemption, as the case may be. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding day that is
a Business Day (as defined below), except that if the Interest
<PAGE>
Rate Basis specified on the face hereof is LIBOR, and if such
Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business
Day. Subject to provisions of applicable law and except as
specified herein, on each Interest Reset Date the rate of
interest on this Note shall be the rate determined in accordance
with the provisions of the applicable heading below.
All percentages resulting from any calculation on this Note
will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all dollar
amounts used in or resulting from such calculation will be
rounded to the nearest cent with one-half cent being rounded
upward.
DETERMINATION OF CD RATE.
If the Interest Rate Basis on this Note is the CD Rate, the
CD Rate with respect to this Note shall equal the rate on each
Interest Determination Date designated on the face hereof for
negotiable certificates of deposit having the Index Maturity
designated on the face hereof as published in H.15(519) under the
heading "CDs (Secondary Market)." In the event that such rate is
not published prior to 9:00 A.M., New York City time, on the
Calculation Date designated on the face hereof pertaining to such
Interest Determination Date, then the CD Rate will be the rate on
such Interest Determination Date for negotiable certificates of
deposit having the Index Maturity as published in Composite
Quotations under the heading "Certificates of Deposit." If such
rate was neither published in H.15(519) by 9:00 A.M., New York
City time, on such Calculation Date nor in Composite Quotations
by 3:00 P.M., New York City time, on such date, the CD Rate for
that CD Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates, as of 10:00 A.M., New York City
time, on that Interest Determination Date, of three leading
nonbank dealers of negotiable U.S. dollar certificates of deposit
in The City of New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States money
market banks with a remaining maturity closest to the Index
Maturity in a denomination of $5,000,000; provided, however, that
if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
rate of interest in effect for the applicable period will be the
same as the CD Rate as adjusted for the Spread and/or Spread
Multiplier, as the case may be, for the immediately preceding
interest reset period.
The CD Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
<PAGE>
period from the Original Issue Date to first Interest Reset Date
will be the Initial Interest Rate specified on the face hereof,
and (ii) the interest rate in effect for the ten days immediately
preceding the Stated Maturity or redemption will be that in
effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF COMMERCIAL PAPER RATE.
If the Interest Rate Basis on this Note is the Commercial
Paper Rate, the Commercial Paper Rate with respect to this Note
shall equal the Money Market Yield (calculated as described
below) of the rate on each Interest Determination Date designated
on the face hereof for commercial paper having the Index Maturity
designated on the face hereof as published in H.15(519) under the
heading "Commercial Paper." In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the
Calculation Date designated on the face hereof pertaining to such
Interest Determination Date, then the Commercial Paper Rate will
be the Money Market Yield of the rate on such Interest
Determination Date for commercial paper having the Index Maturity
as published in Composite Quotations under the heading
"Commercial Paper." If such rate was neither published in
H.15(519) by 9:00 A.M., New York City time, on such Calculation
Date nor in Composite Quotations by 3:00 P.M., New York City
time, on such date, the Commercial Paper Rate for that Interest
Determination Date will be calculated by the Calculation Agent
and will be the Money Market Yield of the arithmetic mean of the
offered rates, as of 11:00 A.M., New York City time, on that
Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity
designated on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally
recognized rating agency; provided, however, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the same as the
Commercial Paper Rate as adjusted for the Spread and/or Spread
Multiplier, as the case may be, for the immediately preceding
interest reset period.
"Money Market Yield" shall be a yield (expressed as a
percentage rounded upwards, if necessary, to the next higher one-
hundred thousandth of a percentage point) calculated in
accordance with the following formula:
Money Market Yield = D X 360 X 100
---------------------
360 - (D X M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the period for which
interest is being calculated.
<PAGE>
The Commercial Paper Rate determined with respect to any
Interest Determination Date will become effective on and as of
the applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF LIBOR.
If the Interest Rate Basis on this Note is LIBOR, LIBOR with
respect to this Note will be determined by the Calculation Agent
in accordance with the following provisions:
(a) With respect to any Interest Determination Date, LIBOR
will be determined by either (i) the arithmetic mean of the
offered rates for deposits in U.S. dollars having the Index
Maturity designated on the face hereof, commencing on the second
Business Day immediately following such Interest Determination
Date, which appear on the Reuters Screen LIBO Page as of 11:00
A.M., London time, on that Interest Determination Date, if at
least two such offered rates appear on the Reuters Screen LIBO
Page, or (ii) the rate for deposits in U.S. dollars having the
Index Maturity designated on the face hereof, commencing on the
second Business Day immediately following such Interest
Determination Date, that appears on the Telerate Page 3750 as of
11:00 a.m., London time, on such Interest Determination Date. If
neither Reuters Screen LIBO Page nor Telerate Page 3750 is
specified on the face hereof, LIBOR will be determined as if
Telerate Page 3750 had been specified.
(b) With respect to an Interest Determination Date on which
fewer than two offered rates appear on the Reuters Screen LIBO
Page or no rate appears on Telerate Page 3750 for the applicable
Index Maturity as described in (a) above, LIBOR will be
determined on the basis of the rates at approximately 11:00 A.M.,
London time, on such Interest Determination Date at which
deposits in U.S. dollars having the Index Maturity designated on
the face hereof are offered to prime banks in the London
interbank market by four major banks in the London interbank
market selected by the Calculation Agent commencing on the second
Business Day immediately following such Interest Determination
Date and in a principal amount not less than $1,000,000 that in
the Calculation Agent's judgement is representative for a single
transaction in such market at such time (a "Representative
Amount"). The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR for
such Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided,
<PAGE>
LIBOR for such Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 A.M., New York
City time, on such Interest Determination Date by three major
banks in The City of New York, selected by the Calculation Agent,
for loans in U.S. dollars to leading European banks having the
specified Index Maturity commencing on the second Business Day
immediately following such Interest Determination Date and in a
Representative Amount; provided, however, that if fewer than
three banks selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the same as LIBOR as
adjusted for the Spread and/or Spread Multiplier, as the case may
be, for the immediately preceding interest reset period.
LIBOR determined with respect to any Interest Determination
Date will become effective on and as of the applicable Interest
Reset Date specified on the face hereof; provided, however, that
(i) the interest rate in effect for the period from the Original
Issue Date to the first Interest Reset Date will be the Initial
Interest Rate specified on the face hereof and (ii) the interest
rate in effect for the ten days immediately preceding the Stated
Maturity or redemption will be that in effect on the tenth day
preceding such Stated Maturity or redemption.
DETERMINATION OF FEDERAL FUNDS EFFECTIVE RATE.
If the Interest Rate Basis on this Note is the Federal Funds
Effective Rate, the Federal Funds Effective Rate with respect to
this Note shall equal with respect to each Interest Determination
Date designated on the face hereof the rate on such date for
Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published prior to
11:00 A.M., New York City time, on the Calculation Date
designated on the face hereof pertaining to such Interest
Determination Date, then the Federal Funds Effective Rate will be
the rate on such Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective
Rate." If such rate was neither published in H.15(519) by 11:00
A.M., New York City time, on such Calculation Date nor in
Composite Quotations by 3:00 P.M., New York City time, on such
date, the Federal Funds Effective Rate for such Interest
Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates, as of 11:00 A.M.,
New York City time, on that Interest Determination Date, for the
last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New
York selected by the Calculation Agent; provided, however, that
if fewer than three brokers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
rate of interest in effect for the applicable period will be the
same as the Federal Funds Effective Rate as adjusted for the
Spread and/or Spread Multiplier, as the case may be, for the
immediately preceding interest reset period.
<PAGE>
The Federal Funds Effective Rate determined with respect to
any Interest Determination Date will become effective on and as
of the applicable Interest Reset Date specified on the face
hereof; provided, however, that (i) the interest rate in effect
for the period from the Original Issue Date to the first Interest
Reset Date will be the Initial Interest Rate specified on the
face hereof; and (ii) the interest rate in effect for the ten
days immediately preceding the Stated Maturity or redemption will
be that in effect on the tenth day preceding such Stated Maturity
or redemption.
DETERMINATION OF PRIME RATE.
If the Interest Rate Basis on this Note is the Prime Rate,
the Prime Rate with respect to the Note shall equal with respect
to each Interest Determination Date designated on the face hereof
the rate set forth on such date in H.15(519) under the heading
"Bank Prime Loan." In the event that such rate is not published
prior to 9:00 A.M., New York City time, on the Calculation Date
designated on the face hereof pertaining to such Interest
Determination Date, then the Prime Rate will be the arithmetic
mean (rounded upwards, if necessary, to the next higher one-
hundred thousandth of a percentage point) of the rates of
interest publicly announced by each bank that appear on the
Reuters Screen NYMF Page as such bank's prime rate or base
lending rate as in effect for that Interest Determination Date.
If fewer than four such rates but more than one such rate appear
on the Reuters Screen NYMF Page for the Interest Determination
Date, the Prime Rate will be the arithmetic mean of the prime
rates (quoted on the basis of the actual number of days in the
year divided by a 360-day year) as of the close of business on
such Interest Determination Date by four major money center banks
in The City of New York selected by the Calculation Agent. If
fewer than two quotations are provided, the Prime Rate shall be
determined on the basis of the rates furnished in The City of New
York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the
United States, or any State thereof, having total equity capital
of at least $500 million and being subject to supervision or
examination by a Federal or State authority, selected by the
Calculation Agent to provide such rate or rates; provided,
however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence,
the rate of interest in effect for the applicable period will be
the same as the Prime Rate as adjusted for the Spread and/or
Spread Multiplier, as the case may be, for the immediately
preceding interest reset period.
The Prime Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
<PAGE>
hereof; and (ii) the interest rate in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF TREASURY RATE.
If the Interest Rate Basis on this Note is the Treasury
Rate, the Treasury Rate with respect to this Note shall equal
with respect to each Interest Determination Date designated on
the face hereof the rate for the most recent auction of direct
obligations of the United States ("Treasury bills") having the
Index Maturity designated on the face hereof as published in
H.15(519) under the heading, "U.S. Government Securities/Treasury
Bills/Auction Average (Investment)" or, if not so published by
9:00 A.M., New York City time, on the Calculation Date designated
on the face hereof pertaining to such Interest Determination
Date, the auction average rate (expressed as a bond equivalent,
on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced
by the United States Department of the Treasury. In the event
that the results of the auction of Treasury bills having the
Index Maturity designated on the face hereof are neither
published in H.15(519) by 9:00 A.M., New York City time, on such
Calculation Date, nor otherwise published or reported as provided
above by 3:00 P.M., New York City time on such date, or if no
such auction is held in a particular week, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates
as of approximately 3:30 P.M., New York City time, on such
Interest Determination Date, of three leading primary United
States government securities dealers in The City of New York
selected by the Calculation Agent, for the issue of Treasury
bills with a remaining maturity closest to the specified Index
Maturity; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the rate of interest in effect for
the applicable period will be the same as the Treasury Rate as
adjusted for the Spread and/or Spread Multiplier, as the case may
be, for the immediately preceding interest reset period.
The Treasury Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
<PAGE>
DETERMINATION OF CMT RATE
If the Interest Rate Basis on this Note is the CMT Rate, the
CMT Rate with respect to this Note shall equal with respect to
each Interest Determination Date designated on the face hereof
the rate displayed on the Designated CMT Telerate Page under the
caption "...Treasury Constant Maturities.. Federal Reserve Board
Release H.15... Mondays Approximately 3:45 P.M.," under the
column for the Index Maturity designated on the face hereof (i)
if the Designated CMT Telerate Page is 7055, the rate for the
applicable Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the Interest
Determination Date occurs. If no page is specified on the face
hereof, the Designated CMT Telerate Page shall be 7052, for the
most recent week. If such rate is no longer displayed on the
relevant page, or if not displayed by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such Treasury Constant
Maturity rate for the Index Maturity designated on the face
hereof as published in the relevant H.15 (519). If such rate is
no longer published, or if not published by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for
such Interest Determination Date will be such Treasury Constant
Maturity rate for the Index Maturity on the face hereof (or other
United States Treasury rate for such Index Maturity for that
Interest Determination Date with respect to such Interest Reset
Date) as may then be published by either the Federal Reserve
Board or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519). If such information is not
provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for that Interest
Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean of
the secondary market closing offer side prices as of
approximately 3:30 P.M. (New York City time) on that Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States
("Treasury Note") with an original maturity of approximately the
Index Maturity designated on the face hereof and a remaining term
to maturity of not less than such Index Maturity minus one year.
If two Treasury Notes with an original maturity as described in
the preceding sentence have remaining terms to maturity equally
close to the Index Maturity designated on the face hereof, the
quotes for the Treasury Note with the shorter remaining term to
<PAGE>
maturity will be used. If the Calculation Agent cannot obtain
three such Treasury Note quotations, the CMT Rate for that
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of
approximately 3:30 P.M. (New York City time) on that Interest
Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years
that is the next highest to the Index Maturity designated on the
face hereof and a remaining term to maturity closest to such
Index Maturity and in an amount of at least $100 million. If
three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate will be based on
the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated;
provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described
herein, the rate of interest in effect for the applicable period
will be the same as the CMT Rate as adjusted for the Spread
and/or Spread Multiplier, as the case may be, for the immediately
preceding Interest Reset Period.
The CMT Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate, in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the face
hereof. The Calculation Agent shall calculate the interest rate
on this Note in accordance with the foregoing on each Interest
Determination Date.
The Interest Rate on this Note will in no event be higher
than the maximum rate permitted by Maryland law as the same may
be modified by the United States law of general applicability.
The Calculation Agent will, upon the request of the Holder
of this Note provide to such Holder the interest rate hereon then
in effect and, if different, the interest rate which will become
effective as of the next applicable Interest Reset Date.
If any Interest Payment Date specified on the face hereof
<PAGE>
would otherwise be a day that is not a Business Day, the Interest
Payment Date shall be postponed to the next day that is a
Business Day, except that if (i) the rate of interest on this
Note shall be determined in accordance with the provisions of the
heading "Determination of LIBOR" above, and (ii) such Business
Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.
"Business Day" means any day other than a Saturday or Sunday that
(a) is not a day on which banking institutions in Baltimore,
Maryland, or in New York, New York, are authorized or obligated
by law or executive order to be closed, and (b) with respect to
LIBOR Notes only, is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
Interest payments for this Note will include interest accrued
to but excluding the Interest Payment Dates; provided, however,
that if the Interest Reset Dates with respect to this Note are
daily or weekly, interest payable on any Interest Payment Date,
other than interest payable on any date on which principal hereof
is payable, will include interest accrued to and including the
Record Date next preceding such Interest Payment Date. Accrued
interest hereon from the Original Issue Date or from the last
date to which interest hereon has been paid, as the case may be,
shall be an amount calculated by multiplying the face amount
hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated
for each day from the Original Issue Date or from the last date
to which interest shall have been paid, as the case may be, to
the date for which accrued interest is being calculated. The
interest factor (expressed as a decimal rounded upwards, if
necessary, to the next higher one hundred-thousandth of a
percentage point) for each such day shall be computed by dividing
the interest rate (expressed as a decimal, rounded upwards, if
necessary, to the next higher one hundred-thousandth of a
percentage point) applicable to each such day by 360, in the case
of the Commercial Paper Rate, CD Rate, LIBOR, Federal Funds
Effective Rate or Prime Rate, or by the actual number of days in
the year in the case of the Treasury Rate or the CMT Rate.
This Note may not be redeemed prior to Stated Maturity
unless otherwise set forth on the face hereof. Notwithstanding
Section 4.03 of the Indenture, pursuant to Section 4.01 thereof,
and if so indicated on the face of this Note, this Note may be
redeemed at the option of the Company, on any date on or after
the date set forth hereof in whole or in part in increments of
$1,000 (provided that if this Note is redeemed in part, any
remaining principal amount of the Note shall be at least
$100,000), at a redemption price or prices designated on the face
hereof to be redeemed together with interest thereon payable to
the date fixed for redemption. This Note may be so redeemed in
whole or in part whether or not other Notes of the same series
are redeemed.
Notice of redemption will be given by mail to holders of
<PAGE>
the Notes to be redeemed, not less than 30 nor more than 60 days
prior to the date fixed for redemption, all as provided in the
Indenture. The Bank may carry out the responsibilities to be
performed by the Trustee required by Article Four of the
Indenture.
In the event of redemption of this Note in part only, a
new Note or Notes of this series, having the same Stated
Maturity, optional redemption provisions, Interest Rate and other
terms and provisions of this Note, in authorized denominations in
an aggregate principal amount equal to the unredeemed portion
hereof will be issued in the name of the holder hereof upon the
surrender hereof.
The Notes will not be subject to conversion, amortization
or any sinking fund.
As provided in the Indenture and subject to certain
limitations herein and therein set forth, the transfer of this
Note may be registered on the register of the Notes, upon
surrender of this Note for registration of transfer at the Bank,
or at such other agencies as may be designated pursuant to the
Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee or the
Bank duly executed by, the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $100,000 or any amount in excess
thereof that is an integral multiple of $1,000. As provided in
the Indenture, and subject to certain limitations herein and
therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of other authorized
denominations having the same Interest Rate, Stated Maturity,
optional redemption provisions, if any, and Original Issue Date,
as requested by the Securityholder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee, the Bank, the Security
registrar and any agent of the Company, the Trustee, the Bank, or
the Security registrar may treat the Securityholder in whose name
this Note is registered as the absolute owner hereof for the
purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note is overdue, and neither the
Company, the Trustee, the Bank, the Security registrar nor any
such agent shall be affected by notice to the contrary.
<PAGE>
If an Event of Default (as defined in the Indenture) with
respect to the Notes shall occur and be continuing, the principal
of all the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
holders of the Securities of any series under the Indenture at
any time by the Company with the consent of the holders of not
less than 66 2/3% in aggregate principal amount of the Securities
at the time outstanding to be affected (voting as one class).
The Indenture also permits the Company and the Trustee to enter
into supplemental indentures without the consent of the holders
of Securities of any series for certain purposes specified in the
Indenture, including the making of such other provisions in
regard to matters arising under the Indenture which shall not
adversely affect the interest of the holders of such Securities.
The Indenture also contains provisions permitting the holders of
specified percentages in aggregate principal amount of the
Securities of any series at the time outstanding, on behalf of
the holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this
Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
The Indenture provides that no holder of any Security of
any series may enforce any remedy with respect to such series
under the Indenture except in the case of refusal or neglect of
the Trustee to act after notice of a continuing Event of Default
and after written request by the holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of such
series and the offer to the Trustee of reasonable indemnity;
provided, however, that such provision shall not prevent the
holder hereof from enforcing payment of the principal of or
interest on this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal
of or the interest on this Note, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any predecessor or successor
<PAGE>
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly
waived and released.
This Note shall be governed by and construed in
accordance with the laws of the State of Maryland.
<PAGE>
ASSIGNMENT FORM
-------------------------------------------------
| To assign this Note, fill in the form below: |
-------------------------------------------------
Insert Assignee's Social Security or Tax I.D. No.:
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
_________________________________________________________________
_________________________________________________________________
(Print or Type Assignee's Name, Address and Zip Code)
the within Note of the Company and hereby does irrevocably
constitute and appoint
_________________________________________________________________
Attorney to transfer the said Note on the books of the Company,
with full power of substitution in the premises.
___________________________________________________
Signature of Assignor
(Sign exactly as name appears on the face of the Note)
Dated: _________________________________
<PAGE>
Exhibit 24(b)
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
________
We consent to the incorporation by reference in Post-
Effective Amendment No. 1 to Form S-3 Registration Statement (No.
33-57704) covering $100,000,000 Baltimore Gas and Electric
Company Medium-Term Notes, Series D (the "Registration
Statement") of our report dated January 21, 1994, which contains
explanatory paragraphs related to the recoverability of
replacement energy costs and changes in accounting methods, on
our audits of the consolidated financial statements and financial
statement schedules of Baltimore Gas and Electric Company and
Subsidiaries as of December 31, 1993 and 1992 and for the years
ended December 31, 1993, 1992 and 1991. Such report, financial
statements and financial statement schedules are incorporated by
reference in the Registration Statement from the Company's Annual
Report on Form 10-K for the year ended December 31, 1993.
We also consent to the reference to our firm under the
caption "Experts" in the Registration Statement.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
August 24, 1994
Coopers & Lybrand L.L.P., a registered limited liability
partnership, is a member firm of Coopers & Lybrand
(International).
