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Registration No. 33-50331
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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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_________________________________________________________
P R O S P E C T U S
_________________________________________________________
BALTIMORE GAS AND ELECTRIC COMPANY
$250,000,000
FIRST REFUNDING MORTGAGE BONDS
Baltimore Gas and Electric Company (the
"Company") intends from time to time to sell up to
$250,000,000 aggregate principal amount of its First
Refunding Mortgage Bonds (the "New Bonds") on terms to be
determined at the time of offering. The specific
designation, aggregate principal amount, maturity, rate
(or method of calculation) and time of payment of
interest, redemption and sinking fund terms, other
specific terms and any listing on a securities exchange
of each series of the New Bonds in respect of which this
Prospectus is being delivered will be set forth in a
Prospectus Supplement (the "Prospectus Supplement"),
together with the terms of offering of the New Bonds.
The securities will be offered as set forth under "PLAN
OF DISTRIBUTION." See "DESCRIPTION OF NEW BONDS" for
other important information about the New Bonds.
_____________________
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.
_________________________________________________________
The date of this Prospectus is 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, 1992, as amended by a Form 8 dated April
27, 1993 (the "1992 Form 10-K").
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1993, June 30, 1993 and September 30,
1993.
(c) The Company's Current Reports on Form 8-K filed January
29, 1993 and August 20, 1993.
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.
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THE COMPANY
The Company, incorporated under the law 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. Other business of the Company includes the sale of gas
and electric appliances.
The Company's diversified business activities are
consolidated under Constellation Holdings, Inc., a wholly owned
subsidiary of the Company. 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 New Bonds 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 balance
and interest rate for the twelve months ended January 31, 1994
were $7,523,000 and 3.23%, respectively. To the extent that the
net proceeds from the sale of the New Bonds 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."
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RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the
periods indicated is as follows:
TWELVE MONTHS ENDED
______________________________________________________
DECEMBER 31,
______________________________________________________
1993 1992 1991 1990 1989
____ ____ ____ ____ ____
3.00 2.65 2.27 1.78 3.02
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 NEW BONDS
GENERAL
The New Bonds will be issued in one or more series under and
will be secured by an indenture between the Company and Bankers
Trust Company, Trustee (the "Trustee"), dated February 1, 1919,
as supplemented and amended and as it is to be supplemented by a
supplemental indenture for each series of New Bonds (such
indenture, as so supplemented and amended, the "Mortgage"). This
Prospectus includes brief outlines of certain provisions
contained in the Mortgage. Such outlines do not purport to be
complete and are qualified in their entirety by express reference
to the Mortgage, which is incorporated by reference as an Exhibit
to the Registration Statement. The Mortgage may be inspected at
the offices of the Corporate Trust and Agency Group of Bankers
Trust Company, Four Albany Street, New York, New York 10015.
Each series of New Bonds will have a stated principal amount,
maturity date, interest rate(s) (or the method of determining
such rate(s)), and other specific terms as may be determined at
the time of sale, all of which will be set forth in the
Prospectus Supplement relating to such series.
New Bonds may be issued, as indicated in the applicable
Prospectus Supplement, in definitive form ("Definitive Bonds") or
may be represented by a permanent global Bond or Bonds ("Book-
Entry Bonds") registered in the name of a depositary or its
nominee (the "Depositary"). See "Book-Entry Bonds" below.
Interest, payable at the times and at the rate(s) (or the
method of determining such rate(s)) set forth in such Supplement
(subject to certain exceptions provided in the Mortgage) will be
paid to the persons in whose names the Definitive Bonds are
registered at the close of business on the record date set forth
therein and, at the option of the Company, may be paid by checks
mailed to such persons at their registered addresses. The
Definitive Bonds will be issued as registered bonds in
denominations of $1,000 and multiples thereof, and will be
exchangeable for other Definitive Bonds of the same series in
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equal aggregate principal amounts without charge to the holders
except for any applicable tax or governmental charge.
The Mortgage does not contain any covenant or other provision
that specifically is intended to afford holders of the New Bonds
special protection in the event of a highly leveraged
transaction.
BOOK-ENTRY SYSTEM
The Depository Trust Company
The Depository Trust Company, New York, New York ("DTC"),
will act as securities depository for the Book-Entry Bonds. The
Book-Entry Bonds will be issued as a fully-registered security in
the name of Cede & Co., DTC's partnership nominee. One fully-
registered global certificate of the Book-Entry Bonds will be
issued in principal amount equal to the aggregate principal
amount for each series of the Book-Entry Bonds of like tenor and
having the same date of issue and maturity, and will be deposited
with DTC.
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, as amended. DTC holds securities that its
participants (the "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, banks, trust companies, clearing
corporations and certain other organizations ("Direct
Participants"). DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. 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.
Ownership of Bonds
Purchases of the Book-Entry Bonds under the DTC system must
be made by or through Direct Participants, which will receive a
credit for the Book-Entry Bonds on DTC's records. The ownership
interest of each actual purchaser of each Book-Entry Bond
("Beneficial Owner") is in turn to be recorded on the
Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase, but Beneficial
Owners are expected to receive written confirmations providing
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details of the transaction, as well as periodic statements of
their holdings, from the Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership
interests in the Book-Entry Bonds are to be accomplished 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 the Book-
Entry Bonds, except in the event that use of the system for the
Book-Entry Bonds is discontinued under the circumstances
described below under "Discontinuance of Book-Entry Only System."
To facilitate subsequent transfers, all Book-Entry Bonds
deposited by Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co. The deposit of Book-Entry
Bonds with DTC and their registration in the name of Cede & Co.
effect no change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Book-Entry Bonds; DTC's
records reflect only the identity of the Direct Participants to
whose accounts such Book-Entry Bonds are credited, which may or
may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of
their customers.
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 arrangements among them,
subject to any statutory or regulatory requirements as may be in
effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect
to securities. Under its usual procedures, DTC mails an omnibus
proxy to the Company as soon as possible after the record date.
The omnibus proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the
securities are credited on the record date (identified in a
listing attached to the omnibus proxy).
So long as a nominee of DTC is the registered owner of the
Book-Entry Bonds, references herein to the Bondholders or the
holders or owners of the Book-Entry Bonds shall mean DTC and
shall not mean the Beneficial Owners of the Book-Entry Bonds.
The Company and the Trustee will recognize DTC or its nominee as
the holder of all of the Book-Entry Bonds for all purposes,
including the payment of the principal or Redemption Price of and
interest on the Book-Entry Bonds, as well as the giving of
notices and any consent or direction required or permitted to be
given to or on behalf of the Bondholders under the Indenture.
Neither the Company nor the Trustee will have any responsibility
or obligation to Participants or Beneficial Owners with respect
to payments or notices to Participants or Beneficial Owners.
Payments on and Redemption of Bonds
So long as New Bonds are held by DTC under a book-entry
system, principal and interest payments on the Book-Entry Bonds
will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the date on which such principal or
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interest is payable in accordance with their respective holdings
shown on DTC's records unless DTC has reason to believe that it
will not receive payment on such date. Payments by Participants
to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not
of DTC, the Trustee, or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of
the Trustee, disbursement of such payments to Direct Participants
shall be the responsibility of DTC and disbursement of such
payments to the Beneficial Owners shall be the responsibility of
Participants.
So long as New Bonds are held by DTC under a book-entry
system, the Trustee will send any notice of redemption with
respect to the Book-Entry Bonds only to Cede & Co. Any failure
of DTC to advise any Direct Participant, or of any Direct
Participant to notify any Indirect Participant or any Beneficial
Owner, of any such notice and its content or effect will not
affect the validity of the proceedings for the redemption of the
Book-Entry Bonds. If fewer than all of the Book-Entry Bonds are
selected for redemption, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant to be
redeemed. Any such selection of Direct Participants to which any
such partial redemption will be credited will not be governed by
the Mortgage and will not be made by the Company or the Trustee.
The Company and the Trustee cannot give any assurances that
DTC or the Participants will distribute payments of the principal
or Redemption Price of and interest on the Book-Entry Bonds paid
to DTC or its nominee, as the registered owner of the Book-Entry
Bonds, or any redemption or other notices, to the Beneficial
Owners or that they will do so on a timely basis or that DTC will
serve and act in the manner described in this Prospectus.
DTC may charge the Participants a sum sufficient to cover
any tax, fee or other governmental charge that may be imposed for
every transfer and exchange of a beneficial interest in the Book-
Entry Bonds, and the Participants may seek reimbursements
therefor from the Beneficial Owners.
Discontinuance of Book-Entry Only System
If DTC 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 Bonds
in exchange for the Book-Entry Bonds represented by such fully-
registered global certificate. In addition, the Company may at
any time and in its sole discretion determine not to use DTC's
book-entry system, and, in such event, will issue Definitive
Bonds in exchange for the Book-Entry Bonds represented by such
fully-registered global certificate.
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OPTIONAL REDEMPTION PROVISIONS
The Prospectus Supplement for each series of New Bonds will
indicate if such series is subject to redemption at the option of
the Company prior to maturity. If so, the Prospectus Supplement
will include the terms of such redemption, which will be made
upon thirty days' notice and in the manner provided in the
Mortgage. The provisions of this paragraph do not apply to
redemptions pursuant to operation of the sinking fund described
below.
(For applicable provisions of the Mortgage, see original
indenture, Article X, Section 2; supplemental indenture dated as
of December 1, 1936, paragraph 4; supplemental indenture dated as
of April 15, 1966, paragraph 3; and supplemental indenture
relating to such series of New Bonds, paragraph 2.)
SINKING FUND PROVISIONS
The Prospectus Supplement for each series of New Bonds will
indicate if such Bonds are to be redeemable for the Sinking Fund,
and if so, the date (if any) prior to which no such redemption
can be made and the applicable sinking fund redemption price.
The Mortgage requires that (1) the Company create a Sinking
Fund by payment to the Trustee annually on August 1 a sum equal
to 1% of the largest amount of all first refunding mortgage bonds
outstanding under the Mortgage ("Bonds") at any time during the
preceding twelve months, and (2) the Trustee apply these payments
to purchase Bonds (except for Bonds which have provisions
excluding them from being purchased for the Sinking Fund) at the
lowest obtainable prices. The Trustee may purchase Bonds for the
Sinking Fund in the open market or through responses to
invitations for sealed proposals, including from the Company, if
such purchases are possible at or below the applicable redemption
price. If not, the Trustee will acquire Bonds for the Sinking
Fund directly through the redemption provisions to which Bonds
are subject.
The lowest obtainable price cannot exceed the specified
sinking fund redemption price or, if none, the applicable regular
redemption price. In determining the lowest prices obtainable in
the purchase of Bonds for the Sinking Fund and in selecting Bonds
for redemption through the Sinking Fund, the Trustee may take
into consideration the interest rates, dates of maturity,
resultant yields to maturity and any other characteristics deemed
relevant by the Trustee. Accordingly, Bonds, including New
Bonds, subject to retirement by operation of the Sinking Fund may
or may not, in fact, be so retired. The Company is also required
to pay to the Trustee accrued interest on Bonds so purchased or
redeemed to the dates of purchase or redemption. All Bonds so
acquired are to be cancelled and no Bonds are to be issued under
the Mortgage in place of them.
(For applicable provisions of the Mortgage, see original
indenture, Article X, Section 3; supplemental indenture dated as
of December 1, 1920, paragraph 6; supplemental indenture dated as
of April 1, 1946, paragraph 4; supplemental indenture dated as of
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July 15, 1964, paragraph 4; and the supplemental indenture
relating to such series of New Bonds, paragraph 2.)
SECURITY
The New Bonds will be secured, equally and ratably with all
other Bonds outstanding at any time under the Mortgage, (A) by a
valid and direct first lien on all of the principal properties
and franchises now owned or hereafter acquired by the Company
subject (i) in the case of Pennsylvania real property, to a prior
lien for Pennsylvania local real property taxes for the current
year, which are not overdue, and (ii) to minor and unimportant
encumbrances which do not materially interfere with the use of
the properties by the Company; and (B) by a pledge of 100,000
shares of Class A stock and 100,000 shares of Class B stock of
Safe Harbor Water Power Corporation and the common stock of other
directly owned subsidiaries of the Company (but not stock of
second level subsidiaries, i.e. subsidiaries of subsidiaries).
With respect to substantially all of the personal property and
fixtures owned by the Company, the lien of the Mortgage has been
perfected as a security interest under the Maryland and
Pennsylvania Uniform Commercial Codes.
The Mortgage contains an after-acquired property clause. The
lien upon after-acquired property (other than property in
Pennsylvania and improvements to property now owned) may not
become fully effective until such property is conveyed or
delivered to the Trustee. It is the Company's practice when
acquiring fee simple property in Maryland (not subject to a
purchase money mortgage) to have the conveyance made to itself
and the Trustee, and as to all other property, except securities
and certain personal property, to record deeds or supplemental
indentures from time to time conveying record title to such
property to the Trustee. Securities acquired by the Company
(except temporary investments intended to be reconverted into
cash) are deposited with the Trustee with instruments of transfer
in blank upon acquisition.
So long as the Company is entitled or permitted to retain
possession of the mortgaged property, the lien of the Mortgage
ordinarily is not effective upon merchandise or other property
acquired or produced for sale in the ordinary course of business,
upon cash (other than cash deposited with the Trustee pursuant to
certain provisions of the Mortgage) or securities not transferred
or delivered to the Trustee, or upon income.
(For applicable provisions of the Mortgage, see original
indenture, granting clauses; Article III, Section 2; Article IV,
Section 1; and Article X, Section 1.)
ISSUE OF ADDITIONAL BONDS
Subject to limitations imposed by any applicable law or any
supplemental indenture with respect to any existing series,
additional Bonds may be issued under the Mortgage as Bonds of any
existing series or a new series, in a principal amount equal to:
(a) the amount of cash deposited with the Trustee for such
purpose (which may thereafter be withdrawn upon the same basis
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upon which additional Bonds may be issued); (b) 80% of the amount
of actual expenditures for Additional Property as defined in the
Mortgage (not in excess of the reasonable value of such
property), including to a specified extent securities of
subsidiaries, made within three years prior to the request for
issuance of such Bonds (and also in the case of Additional
Property subject to Prior Charges as so defined, additional Bonds
may be issued in an amount obtained by deducting the amount of
Prior Charges from 80% of the sum of such expenditures and such
Prior Charges); (c) the principal or par amounts of Prior Charges
acquired, paid or refunded; and (d) the principal amount of Bonds
previously authenticated under the Mortgage and paid or retired
(except by operation of the Sinking Fund). At December 31, 1993,
approximately $641,892,000 principal amount of Bonds was issuable
under clause (b) above, and approximately $414,677,000 principal
amount of Bonds was issuable under clause (d) above.
(For applicable provisions of the Mortgage, see original
indenture, Article I, Sections 3, 5, 6, 7, 8 and 9; supplemental
indenture dated as of December 1, 1920, paragraph 4; supplemental
indenture dated as of December 1, 1936, paragraph 3; supplemental
indenture dated as of June 15, 1938, paragraph 3; and
supplemental indenture dated as of December 19, 1949, paragraph
2.)
EVENTS OF DEFAULT
The Mortgage provides that the following constitute "events
of default:" (a) default for 60 days in payment of any interest
on any Bonds; (b) default in payment of the principal of any
Bonds; (c) default in observance or performance of any other
covenant or condition by the Company, and continuance of such
default for a period of 60 days after written notice thereof to
the Company; or (d) an order for appointment of a receiver of the
Company, or of all or any part of the mortgaged property which,
in the opinion of the Trustee, is prejudicial to the security of
the Bonds or to the interests of the holders of the Bonds, or for
the winding up or liquidation of the business and affairs of the
Company, or adjudicating the Company a bankrupt, or corporate
action taken on the part of the Company for any of the foregoing.
The Trustee must give the holders of the Bonds notice of all
defaults known to it within 90 days after the occurrence thereof
(disregarding any period of grace), unless such defaults shall
have been cured, but no such notice shall be given until at least
60 days after the occurrence of a default described in (a) or (c)
above; provided that, except in the case of default in the
payment of the principal of or interest on the Bonds, or in the
payment of any sinking fund installment, the Trustee may withhold
such notice so long as it determines that the withholding of such
notice is in the interests of the holders of the Bonds.
(For applicable provisions of the Mortgage, see original
indenture, Article V, Section 2 and supplemental indenture dated
as of January 1, 1941, Article XIII, Section 5.)
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ENFORCEMENT
Upon the written request of the holders of not less than a
majority in principal amount of the Bonds at the time
outstanding, in case of any "event of default," as defined in the
Mortgage (see above), it is the duty of the Trustee, upon being
offered satisfactory security and indemnity against costs,
expenses and liability, to take all needful steps for the
protection and enforcement of its rights and the rights of the
holders of Bonds and to exercise the powers of entry or sale
conferred by the Mortgage, or to take appropriate judicial
proceedings by action, suit or otherwise, as the Trustee shall
deem most expedient in the interest of the holders of such Bonds.
In case of a sale of the mortgaged property, whether under the
power of sale or pursuant to judicial proceedings, the principal
of all Bonds shall, if not previously due, immediately become due
and payable.
The holders of sixty-five percent in principal amount of the
Bonds outstanding have the right to direct and to control any
proceedings for any sale of the mortgaged property, or for the
foreclosure of the Mortgage, or for the appointment of a
receiver, or any other proceedings under the Mortgage; provided,
however, that the Trustee shall have the right to refuse to
comply with any direction or order of holders of the Bonds under
this provision if in its judgment compliance therewith would be
unjustly prejudicial to non-assenting holders.
(For applicable provisions of the Mortgage, see original
indenture, Article V, Sections 4, 5 and 6; and supplemental
indenture dated April 1, 1946, paragraphs 10 and 11.)
THE TRUSTEE
The Trustee is the registrar and paying agent under the
Mortgage and will serve as calculation agent for Bonds with
floating rates. Bankers Trust Company also serves as
authenticating agent and registrar and paying agent for other
securities of the Company and as Trustee for the Company's
Employee Savings Plan. In addition, subsidiaries of the Company
maintain normal banking relationships and have no outstanding
loans, as of January 31, 1994, with Bankers Trust Company.
Annually, the Company is required to furnish the Trustee with
a certificate regarding its compliance with certain covenants of
the Mortgage and an opinion of counsel regarding the recording
and filing of the Mortgage and of each supplemental indenture.
(For applicable provisions of the Mortgage, see supplemental
indenture dated as of January 1, 1941, Article XII, Sections 1
and 9.)
PLAN OF DISTRIBUTION
The Company may sell any series of the New Bonds in any of
the following ways: (i) through underwriters or dealers; (ii)
directly to a limited number of purchasers or to a single
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purchaser; or (iii) through agents. The Prospectus Supplement
with respect to the series of New Bonds being offered thereby
will set forth the terms of the offering of such New Bonds,
including the name or names of any underwriters, the purchase
price of such New Bonds and the proceeds to the Company from such
sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to
dealers and any securities exchanges on which such New Bonds may
be listed. Only underwriters named in a Prospectus Supplement
are deemed to be underwriters in connection with the New Bonds
offered thereby.
If underwriters are used in the sale of a series of New
Bonds, such Bonds will be acquired by the underwriters for their
own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time
of sale. The New Bonds may be either offered to the public
through underwriting syndicates (any such syndicate may be
represented by managing underwriters which may be designated by
the Company), or directly by one or more underwriters acting
alone. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase the New Bonds of
the series offered thereby will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all
such New Bonds if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
New Bonds may be sold directly by the Company or through
agents designated by the Company from time to time. The
Prospectus Supplement with respect to any series of New Bonds
sold in this manner will set forth the name of any agent involved
in the offer or sale of such series of New Bonds as well as any
commissions payable by the Company to such agent. Unless
otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a best efforts basis for the period of its
appointment.
If dealers are utilized in the sale of any series of New
Bonds, the Company will sell such New Bonds to the dealers, as
principal. Any dealer may then resell such New Bonds to the
public at varying prices to be determined by such dealer at the
time of resale. The name of any dealer and the terms of the
transaction will be set forth in the Prospectus Supplement with
respect to such New Bonds being offered thereby.
It has not been determined whether any series of the New
Bonds will be listed on a securities exchange. Underwriters will
not be obligated to make a market in any series of New Bonds.
The Company can not predict the activity of trading in, or
liquidity of, any series of the New Bonds.
Agents, underwriters and dealers may be entitled under
agreements entered into with the Company to indemnification by
the Company against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution
- 12 -
<PAGE>
with respect to payments which the agents, underwriters or
dealers may be required to make in respect thereof. Agents,
underwriters and dealers may be customers of, engage in
transactions with, or perform services for the Company in the
ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the New Bonds will
be passed upon for the Company by David A. Brune, Esq., General
Counsel of the Company or Susan Wolf, Esq., Associate General
Counsel of the Company, and for the underwriters by Cahill Gordon
& Reindel (a partnership including a professional corporation),
New York, N.Y. Cahill Gordon & Reindel will not pass upon the
incorporation of the Company, titles to properties of the Company
or the lien of the Mortgage. Cahill Gordon & Reindel will rely
upon the opinion of Mr. Brune or Miss Wolf as to matters of
Maryland law and applicability of the Public Utility Holding
Company Act of 1935.
EXPERTS
The consolidated balance sheets and statements of
capitalization as of December 31, 1992 and 1991 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, 1992, and the consolidated financial
statement schedules listed in Item 14(a)(1) and (2) of the 1992
Form 10-K incorporated by reference in this Prospectus from the
1992 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.
- 13 -
<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
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
Prospectus
Page
Available Information..... 2
Incorporation of Certain
Documents by Reference.... 2
The Company............... 3
Use of Proceeds........... 3
Ratio of Earnings
to Fixed Charges.......... 4
Description of
New Bonds................. 4
Plan of Distribution...... 11
Legal Opinions............ 13
Experts................... 13
$250,000,000
[Company logo goes here]
First Refunding Mortgage Bonds
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission Registration Fee..$ 78,125
Maryland Recordation Tax..............................270,000*
Prince George's County Transfer Tax....................29,000*
Services of Independent Accountants....................35,000*
Trustee's Fees and Expenses........................... 70,000*
Printing Expenses, including Bonds.....................60,000*
Bond Rating Fees......................................140,000*
Blue Sky and Legal Fees and Expenses...................50,000*
Miscellaneous Expenses.................................47,875*
__________
Total................................................$780,000*
__________
__________
________________
*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 cause of action adjudicated in 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
II-1
<PAGE>
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
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
II-2
<PAGE>
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
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 Purchase
Agreement, including Form of Standard Purchase Provisions filed
as 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 or Form S-8, 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.
II-3
<PAGE>
(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
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. 33-50331 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, State of Maryland on
the 2nd day of March, 1994.
BALTIMORE GAS AND ELECTRIC COMPANY
(Registrant)
/s/ C. W. Shivery
By:_______________________________
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. 33-50331 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 March 2, 1994
Board and Director
Principal financial and
accounting officer:
/s/ C. W. Shivery
_____________________ Vice President March 2, 1994
C. W. Shivery
Directors:
*H. Furlong Baldwin
*Beverly B. Byron
*J. Owen Cole
*Dan A. Colussy
*E. A. Crooke
*Jerome W. Geckle Directors March 2, 1994
*G. V. McGowan
*Paul G. Miller
*George L. Russell, Jr.
*Michael D. Sullivan
/s/ C. W. Shivery
*By: __________________________________
C. W. Shivery, Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number
______
1(a) - Form of Purchase Agreement, including Standard
Purchase Provisions.
1(b) - Form of Interest Calculation Agency Agreement.
4(a) - Form of Supplemental Indenture between the Company
and Bankers Trust Company, Trustee.
4(b) - Form of Floating Rate Bond.
4(c) - Form of Fixed Rate Bond.
12 - Computation of Ratio of Earnings to Fixed Charges.
24(a)* - Consent of Company Counsel (Designated as Exhibit 5
to Form S-3 Registration Statement, Registration
No. 33-50331).
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-
50331).
__________________________________________________
*Incorporated by reference except as noted.
II-6
<PAGE>
Exhibit 1(a)
$_______________________
BALTIMORE GAS AND ELECTRIC COMPANY
[Floating Rate] or [______%] Series due ___________________
FIRST REFUNDING MORTGAGE BONDS
FORM OF PURCHASE AGREEMENT
INCLUDING
STANDARD PURCHASE PROVISIONS
<PAGE>
$__________________
BALTIMORE GAS AND ELECTRIC COMPANY
[Floating Rate] or [_____%] Series due _________________
FIRST REFUNDING MORTGAGE BONDS
PURCHASE AGREEMENT
[Date]
Baltimore Gas and Electric Company
Charles Center
Baltimore, Maryland 21201
Dear Sirs:
Referring to the First Refunding Mortgage Bonds of
Baltimore Gas and Electric Company (the "Company") covered by
registration statement on Form S-3 (No. 33-50331), 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 First Refunding Mortgage Bonds having the terms described
below (the "Purchased Bonds") set forth opposite the name of each
Purchaser on Schedule A hereto.
The price at which the Purchased Bonds shall be
purchased from the Company by the Purchasers shall be ______% of
the principal amount plus accrued interest from _____________. The
initial public offering price shall be ______% of the principal
amount plus accrued interest from _____________. The Purchased
Bonds will be offered by the Purchasers as set forth in the
Prospectus relating to such Purchased Bonds.
<PAGE>
- 2 -
The Purchased Bonds will have the following terms:
[Interest Rate: _____% per annum]
or
[Interest Rate: (State index) (plus/minus)
_____% per annum as calculated
and reset in the manner and
at the times described below
Interest Rate Reset
Provisions: ______________________]
Interest Payment Dates: ______________________
Maturity: ______________________
Redemption Provisions: ______________________
Sinking Fund Provisions: ______________________
Other: ______________________
The Closing Date shall be: ______________________
The place to which the
Purchased Bonds may be
checked, packaged and
delivered shall be: ______________________
Notices to the Purchasers shall be sent to the
following address(es) or telecopier number(s):
<PAGE>
- 3 -
[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 "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: ______________________
[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 First Refunding Mortgage Bonds registered
under the registration statement referred to in Section 2(a)
("Bonds"). The Bonds will be issued under an Indenture of Mortgage
or Deed of Trust, dated February 1, 1919, between the Company and
Bankers Trust Company as Trustee, as supplemented and amended,
including a supplemental indenture pertaining to the particular
series of Bonds involved in the offering ("Mortgage"), and will
have varying designations, interest rates and times of payment of
any interest, maturities, redemption provisions and other terms,
with all such terms for any particular series of the Bonds being
determined at the time of the sale. The Bonds involved in any such
offering are hereinafter referred to as the "Purchased Bonds," 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 Bonds. 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. 33-50331)
relating to the Bonds 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
<PAGE>
- 2 -
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 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 (the "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 Bonds 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 (as agreed to by the parties) 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 Bonds 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 Bonds 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 Bond be issued in a name or names other than that of
the Purchaser agreeing to purchase such Purchased Bond hereunder,
the Company shall not be obligated to pay any transfer taxes
resulting therefrom. The Bonds may also be represented by a
permanent global Bond or Bonds, registered in the name of The
Depository Trust Company, as depositary (the "Depositary"), or a
nominee of the Depositary (each such Bond represented by a
permanent global Bond being referred to herein as a "Book-Entry
Bond"). Beneficial interests in Book-Entry Bonds will only be
<PAGE>
- 3 -
evidenced by, and transfers thereof will only be effected through,
records maintained by the Depositary's participants.
4. Offering by the Purchasers. The several Purchasers
propose to offer the Purchased Bonds 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 Bonds 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 Bonds 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
<PAGE>
-4-
Bonds; and (iii) during the time when a prospectus relating to
the Purchased Bonds 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
Bonds).
(e) The Company will use its best efforts to obtain the
qualification of the Purchased Bonds 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 Bonds 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 Bonds, for any
expenses incurred in connection with listing the Purchased
Bonds 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
secured debt securities 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 Bonds will be subject to the accuracy of the
representations and warranties on the part of the Company herein,
<PAGE>
-5-
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 from 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
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 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
<PAGE>
-6-
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
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 Bonds, (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 Bonds.
(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 Bonds
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 law 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 Mortgage 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 (a) bankruptcy,
insolvency, or other laws affecting the enforcement of
creditors' rights, (b) general principles of equity, and
(c) the Atomic Energy Act of 1954, as amended;
(iii) The issuance and sale of the Purchased Bonds
have been duly authorized by all necessary corporate
action of the Company. The Purchased Bonds being
<PAGE>
-8-
delivered to the Purchasers at the Closing (assuming that
they have been duly authenticated by the Trustee under
the Mortgage, which fact counsel need not verify by an
inspection of the Purchased Bonds) 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 lien of and the benefits provided
by the Mortgage except as such enforceability or
entitlement may be limited by (a) bankruptcy, insolvency,
or other laws affecting the enforcement of creditors'
rights, (b) general principles of equity, and (c) the
Atomic Energy Act of 1954, as amended;
(iv) With respect to its properties in Maryland, the
Company has good and marketable title to the principal
plants and other important units of its property and to
all of its other fixed properties and franchises, subject
(a) to the lien of the Mortgage and (b) with respect to
such real property and certain personal property, to a
statutory first lien for property taxes for the current
year which are not overdue. All such property which
consists of real estate is held in fee simple excepting
(1) certain property underlying transmission and
distribution lines referred to below, (2) certain parcels
held under valid 99-year leases renewable forever, and
(3) several properties (not including any principal
electric or gas generating plant or the principal
headquarters building) held under lease arrangements.
The Company's electric transmission and distribution
lines and its gas distribution lines are constructed
principally in public streets and highways pursuant to
valid franchises granted by governmental authorities or
on permanent fee simple or easement rights of way;
With respect to its real property located in
Armstrong and Indiana Counties, Pennsylvania, comprising
a 20.99% undivided interest in the Keystone Generating
Station Project and a 10.56% undivided interest in the
Conemaugh Generating Station Project, respectively
including, in each case, related facilities, the Company
has good and marketable title in fee simple to
substantially all such property (including the generating
station sites) subject (a) to the lien of the Mortgage,
(b) to a prior lien for local real property taxes for the
current year, which are not overdue, and (c) to minor and
unimportant encumbrances which do not materially
interfere with the use thereof by the Company. With
respect to the portion of the Conemaugh-Conastone EHV
transmission line in Pennsylvania, the Company has good
title to its 7% undivided interest in such line, subject
only (a) to the lien of the Mortgage, and (b) to minor
title defects and encumbrances which do not materially
interfere with the use thereof by the Company. Such
interest includes transmission facilities constructed (a)
<PAGE>
-9-
principally upon right of way easements over private
property which are of indefinite duration, and (b) in
part pursuant to licenses or permits in conventional form
from public authorities for crossings over public lands
and places which require annual payments, are terminable
by either party at the end of any annual period and are
assignable only with the grantor's consent;
With respect to its real property located in
Montgomery County, Pennsylvania, comprising a 10.8%
undivided interest in the PJM Building, the Company has
good title subject to the lien of the Mortgage and liens
which Pennsylvania counsel has advised are as follows: a
prior lien for Pennsylvania local real property taxes for
the current year, which are not overdue, and to minor
title defects, encumbrances, reservations, use
restrictions and easements which do not materially
interfere with the use thereof by the Company;
(v) The Mortgage has been duly filed and received
for record in each jurisdiction in which it is required
to be recorded or filed in order to make the lien thereof
effective and constitutes, as security for the Purchased
Bonds equally and ratably with all other bonds
outstanding under the Mortgage, a valid, direct first
mortgage lien on all properties and franchises referred
to in subparagraph (iv) above (subject to the
qualifications stated in said subparagraph), on 100,000
shares of Class A and 100,000 shares of Class B stock of
Safe Harbor Water Power Corporation, on 10,000 shares of
common stock of Constellation Holdings, Inc. and on
10,000 shares of common stock of BNG, Inc.;
(vi) Financing statements under the Uniform
Commercial Code, as enacted and in force in Maryland and
Pennsylvania, have been duly recorded, indexed and filed
in the offices where such recording, indexing and filing
is requisite to perfect the security interest created by
the Mortgage in substantially all of the personal
property and fixtures of the Company located in Maryland
and Pennsylvania;
(vii) The approval of the Public Service Commission
of Maryland (the "Maryland Commission") necessary for the
valid issuance of the Purchased Bonds by the Company
pursuant to this Agreement has been obtained and
continues in full force and effect and such counsel knows
of no approval of any other regulatory authority which is
legally required for the valid offering, issuance, sale
and delivery of the Purchased Bonds by the Company under
this Agreement (except that such opinion need not pass
upon the requirements of state securities acts);
<PAGE>
- 10 -
(viii) The issuance, sale and delivery of the
Purchased Bonds 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 (the "1935 Act");
(ix) The Registration Statement has become effective
under the Act, and, 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. The Registration
Statement, as of its effective date, and the Prospectus,
as of the date of this Agreement, and any amendments or
supplements thereto (except amendments or supplements
relating to Bonds that are not Purchased Bonds), 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 of the
Commission thereunder and the Trust Indenture Act. 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 statements therein not
misleading. 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. 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 exhibits to the
Registration Statement which are not described or filed
as required. It is understood that such counsel 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 as to the Statement of
Eligibility on Form T-1 of the Trustee under the
Mortgage;
(x) The Mortgage is duly qualified under the Trust
Indenture Act;
(xi) The Purchased Bonds and Mortgage conform as to
legal matters with the statements concerning them in the
Prospectus and Prospectus Supplement under the captions
"Description of New Bonds" and "Certain Terms of Offered
Bonds" and on the cover page of the Prospectus and
Prospectus Supplement;
<PAGE>
- 11 -
(xii) This Agreement has been duly authorized,
executed and delivered by the Company; and
(xiii) 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 of the terms of the Mortgage did not and will not
result in a breach of any of the terms or provisions of,
or constitute a default under, its Charter or By-Laws or
any indenture, mortgage or deed of trust or other
agreement or instrument to which the Company is a party.
In rendering such opinion, such counsel may rely, as
to matters governed by the law of the Commonwealth of
Pennsylvania, upon the opinion, dated the Closing Date,
of Ballard, Spahr, Andrews & Ingersoll, Pennsylvania
counsel for the Company, delivered to you.
(f) You shall have received from Cahill Gordon &
Reindel, counsel for the Purchasers, an opinion or opinions,
dated the Closing Date, covering the matters referred to in
sub-heading (ii), (iii), (vii), the second sentence of (ix),
(x), (xi) and (xii) of paragraph (e) of this Section 6 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 upon such
matters. In rendering such opinion, Cahill Gordon & Reindel
may rely, as to the incorporation of the Company, the approval
of the Maryland Commission required for the issuance, sale and
delivery of the Purchased Bonds, all other matters governed by
the law of the State of Maryland, and the applicability of the
1935 Act to the issuance, sale, and delivery of the Purchased
Bonds as stated in Section 6(e)(viii), upon the opinion of
Counsel for the Company referred to above, and, as to matters
governed by the law of the Commonwealth of Pennsylvania, upon
the opinion of Ballard, Spahr, Andrews & Ingersoll 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 of the Company and
representatives of the Purchasers at which the contents of the
Registration Statement and Prospectus and related matters were
discussed and, although such counsel is not passing upon and
does not assume any 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 sub-
heading (xi) of paragraph (e) of this Section 6), on the basis
of the foregoing (relying as to materiality to a large extent
upon the opinions of officers, counsel and other represen-
tatives of the Company), no facts have come to the attention
<PAGE>
- 12 -
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
amendments or supplements thereto, (except amendments or
supplements relating to Bonds that are not Purchased Bonds),
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 the 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 the Form T-1 of the Trustee).
(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 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.
(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 Bonds
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; or
<PAGE>
- 13 -
(b) There shall not be in effect on the Closing Date any
order of the Maryland Commission which would prevent the
issuance, sale and delivery of the Purchased Bonds 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 the 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, any prospectus contained in the
Registration Statement at the time it became effective or the
Prospectus, or any related 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 any
Purchaser or controlling person specifically for use therein
unless such loss, claim, damage or liability arises out of the
offer or sale of Purchased Bonds occurring after such
Purchaser or controlling person has notified the Company in
writing that such information should no longer be used. 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
<PAGE>
-14-
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, the prospectus contained in the Registration
Statement at the time it became effective 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 Bonds
occurring after such Purchaser 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 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
<PAGE>
-15-
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 Bonds (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 Purchased Bonds purchased
by such Purchaser under this Agreement, less the aggregate
amount of any damages which such Purchaser and its controlling
persons have 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
not joint.
9. Default of Purchasers. If any Purchaser or
Purchasers default in their obligations to purchase Purchased Bonds
hereunder and the aggregate principal amount of Purchased Bonds
which such defaulting Purchaser or Purchasers agreed but failed to
purchase is 10% of the principal amount of Purchased Bonds or less,
you may make arrangements satisfactory to the Company for the
purchase of such Purchased Bonds by other persons, including any of
the Purchasers, but if no such arrangements are made by the Closing
Date the nondefaulting Purchasers shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase
the Purchased Bonds which such defaulting Purchasers agreed but
failed to purchase. If any Purchaser or Purchasers so default and
the aggregate principal amount of Purchased Bonds 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 Bonds by other persons are not made
within thirty-six hours after such default, this Agreement will
terminate without liability on the part of any nondefaulting
<PAGE>
-16-
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 Bonds hereunder, the Company may, by prompt
written notice to the nondefaulting 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 Bonds. If this Agreement is
terminated pursuant to Section 6, 7 or 9 or if for any reason the
purchase of the Purchased Bonds by the Purchasers is not
consummated, the Company shall remain responsible for the 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 Bonds by telephone or telecopy, 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.
<PAGE>
- 17 -
13. Construction. This Purchase Agreement shall be gov-
erned by and construed in accordance with the law 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>
<PAGE>
Exhibit 1 (b)
FIRST REFUNDING MORTGAGE BONDS
FORM OF INTEREST CALCULATION AGENCY AGREEMENT
_____________________________________________
THIS AGREEMENT dated as of
___________________, 1994, between Baltimore
Gas and Electric Company (hereinafter called
the "Issuer"), having its principal office at
Lexington and Liberty Streets, Baltimore,
Maryland 21201, and Bankers Trust Company, a
New York banking corporation (hereinafter
sometimes called the "Calculation Agent or
Paying Agent" which terms shall, unless the
context shall otherwise require, include its
successors and assigns), having its principal
corporate trust office at Four Albany Street,
New York, New York 10006.
Recitals of the Issuer
______________________
The Issuer proposes to issue from time to time First
Refunding Mortgage Bonds (the "Bonds") under the Indenture of
Deed of Trust dated February 1, 1919 as supplemented and amended
(the "Indenture"), between the Issuer and Bankers Trust Company
(the "Trustee"), as Trustee. Capitalized terms used in this
Agreement and not otherwise defined herein are used as defined in
the Indenture. Certain of the Bonds may bear interest at a
floating rate determined by reference to an interest rate formula
(the "Floating Rate Bonds") and the Issuer desires to engage the
1
<PAGE>
Calculation Agent to perform certain services in connection
therewith.
NOW IT IS HEREBY AGREED THAT:
1. The Issuer hereby appoints Bankers Trust Company
as Calculation Agent for the Floating Rate Bonds, upon the terms
and subject to the conditions herein mentioned, and Bankers Trust
Company hereby accepts such appointment. The Calculation Agent
shall act as an agent of the Issuer for the purpose of
determining the interest rate or rates of the Floating Rate
Bonds.
2. The Issuer agrees to deliver to the Calculation
Agent, prior to the issuance of any Floating Rate Bonds, copies
of the proposed forms of such Bonds, including copies of all
terms and conditions relating to the determination of the
interest rate thereunder. The Issuer shall not issue any
Floating Rate Bond prior to the receipt of confirmation from the
Calculation Agent of its acceptance of the proposed form of such
Bond. The Calculation Agent hereby acknowledges its acceptance of
the proposed form of Floating Rate Bond previously delivered to
it.
3. The Issuer shall notify the Calculation Agent of
the issuance of any Floating Rate Bonds prior to the issuance
thereof and, at the time of such issuance, shall deliver to the
Calculation Agent the information required to be provided by the
Company for the calculation of the applicable interest rates
thereunder. The Calculation Agent shall calculate the applicable
interest rates for Floating Rate Bonds in accordance with the
2
<PAGE>
terms of such Bonds, the Indenture and the provisions of this
Agreement.
4. Promptly following the determination of each
change to the interest rate applicable to any Floating Rate Bond,
the Calculation Agent will cause to be forwarded to the Issuer,
the Trustee and the principal Paying Agent information regarding
the interest rate then in effect for such Floating Rate Bond.
5. The Issuer will pay such compensation as shall be
agreed upon with the Calculation Agent and the expenses,
including reasonable counsel fees, incurred by the Calculation
Agent in connection with its duties hereunder, upon receipt of
such invoices as the Issuer shall reasonably require.
6. Notwithstanding any satisfaction or discharge of
the Bonds or the Indenture, the Issuer will indemnify the
Calculation Agent against any losses, liabilities, costs, claims,
actions or demands which it may incur or sustain or which may be
made against it in connection with its appointment or the
exercise of its powers and duties hereunder as well as the
reasonable costs, including the expenses and fees of counsel in
defending any claim, action or demand, except such as may result
from the negligence, willful misconduct or bad faith of the
Calculation Agent or any of its employees. The Calculation Agent
shall incur no liability and shall be indemnified and held
harmless by the Issuer for, or in respect of, any actions taken
or suffered to be taken in good faith by the Calculation Agent in
reliance upon written instructions from the Issuer. In case any
action is brought against the Calculation Agent with respect to
3
<PAGE>
which the Calculation Agent intends to seek indemnification from
the Issuer pursuant to this paragraph 6, the Calculation Agent
will notify the Issuer in writing of the commencement thereof,
and the Issuer will be entitled to participate therein and to
assume the defense thereof, with counsel satisfactory to the
Calculation Agent; provided, however, that if the defendants in
any such action include both the Issuer and the Calculation Agent
and the Calculation Agent shall have reasonably concluded, after
consultation with legal counsel of its choosing, that there may
be legal defenses available to it which are different from or
additional to those available to the Issuer, the Calculation
Agent shall have the right to select separate counsel to assert
such legal defenses and otherwise to participate in the defense
of such action on behalf of the Calculation Agent, and in such
event the Issuer will indemnify the Calculation Agent against the
reasonable compensation and expenses and disbursements of such
separate counsel.
7. The Calculation Agent accepts its obligations
herein set forth upon the terms and conditions hereof, including
the following, to all of which the Issuer agrees:
(i) in acting under this Agreement and in
connection with the Bonds, the Calculation Agent,
acting as agent for the Issuer, does not assume any
obligation towards, or any relationship of agency or
trust for or with, any of the Holders of the Bonds;
(ii) unless herein otherwise specifically
provided, any order, certificate, notice, request or
4
<PAGE>
communication from the Issuer made or given under any
provision of this Agreement shall be sufficient if
signed by any person whom the Calculation Agent
reasonably believes to be a duly authorized officer or
attorney-in-fact of the Issuer;
(iii) the Calculation Agent shall be obligated to
perform only such duties as are set forth specifically
herein and any duties necessarily incidental thereto;
(iv) the Calculation Agent shall be protected and
shall incur no liability for or in respect of any
action taken or omitted to be taken or anything
suffered in good faith by it in reliance upon anything
contained in a Floating Rate Bond, the Indenture or any
information supplied to it by the Issuer pursuant to
this Agreement, including the information to be
supplied pursuant to paragraph 3 above;
(v) the Calculation Agent, whether acting for
itself or in any other capacity, may become the owner
or pledgee of Bonds with the same rights as it would
have had if it were not acting hereunder as Calculation
Agent; and
(vi) the Calculation Agent shall incur no
liability hereunder except for loss sustained by reason
of its negligence, willful misconduct or bad faith.
8. (a) The Issuer agrees to notify the Calculation
Agent at least 3 business days prior to the issuance of any
Floating Rate Bond with an interest rate to be determined by
5
<PAGE>
reference to London interbank offered rates (LIBOR) or any other
formula that would require the Calculation Agent to select banks
or other financial institutions (the "Reference Banks") for
purposes of quoting rates. Promptly thereafter, the Calculation
Agent will notify the Issuer and the Trustee of the names and
addresses of such Reference Banks. Forthwith upon any change in
the identity of the Reference Banks, the Calculation Agent shall
notify the Issuer and the Trustee of such change. The
Calculation Agent shall not be responsible to the Issuer or any
third party for any failure of the Reference Banks to fulfill
their duties or meet their obligations as Reference Banks or as a
result of the Calculation Agent having acted (except in the event
of negligence or willful misconduct) on any quotation or other
information given by any Reference Bank which subsequently may be
found to be incorrect.
(b) Except as provided below, the Calculation
Agent may at any time resign as Calculation Agent by giving
written notice to the Issuer and the Trustee of such intention on
its part, specifying the date on which its desired resignation
shall become effective, provided that such notice shall be given
not less than 60 days prior to the said effective date unless the
Issuer and the Trustee otherwise agree in writing. Except as
provided below, the Calculation Agent may be removed by the
filing with it and the Trustee of an instrument in writing signed
by the Issuer specifying such removal and the date when it shall
become effective (such effective date being at least 15 days
6
<PAGE>
after said filing). Any such resignation or removal shall take
effect upon:
(i) the appointment by the Issuer as hereinafter
provided of a successor Calculation Agent; and
(ii) the acceptance of such appointment by such
successor Calculation Agent;
provided, however, that in the event the Calculation Agent has
given not less than 60 days' prior notice of its desired
resignation, and during such 60 days there has not been
acceptance by a successor Calculation Agent of its appointment as
successor Calculation Agent, the Calculation Agent so resigning
may petition any court of competent jurisdiction for the
appointment of a successor Calculation Agent. The Issuer
covenants that it shall appoint a successor Calculation Agent as
soon as practicable after receipt of any notice of resignation
hereunder. Upon its resignation or removal becoming effective,
the retiring Calculation Agent shall be entitled to the payment
of its compensation and the reimbursement of all reasonable
expenses (including reasonable counsel fees) incurred by such
retiring Calculation Agent pursuant to paragraph 5 hereof.
(c) If at any time the Calculation Agent shall
resign or be removed, or shall become incapable of acting or
shall be adjudged bankrupt or insolvent, or liquidated or
dissolved, or an order is made or an effective resolution is
passed to wind up the Calculation Agent, or if the Calculation
Agent shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors, or shall consent to
7
<PAGE>
the appointment of a receiver, administrator or other similar
official of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they
mature, or if a receiver, administrator or other similar official
of the Calculation Agent or of all or any substantial part of its
property shall be appointed, or if any order of any court shall
be entered approving any petition filed by or against the
Calculation Agent under the provisions of any applicable
bankruptcy or insolvency law, or if any public officer shall take
charge or control of the Calculation Agent or its property or
affairs for the purpose of rehabilitation, conservation or
liquidation, then a successor Calculation Agent shall be
appointed by the Issuer by an instrument in writing filed with
the successor Calculation Agent and the Trustee. Upon the
appointment as aforesaid of a successor Calculation Agent and
acceptance by the latter of such appointment the former
Calculation Agent shall cease to be Calculation Agent hereunder.
(d) Any successor Calculation Agent appointed
hereunder shall execute and deliver to its predecessor, the
Issuer and the Trustee an instrument accepting such appointment
hereunder, and thereupon such successor Calculation Agent,
without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, immunities, duties and
obligations of such predecessor with like effect as if originally
named as the Calculation Agent hereunder, and such predecessor,
upon payment of its reasonable compensation, charges and
disbursements then unpaid, shall thereupon become obliged to
8
<PAGE>
transfer and deliver, and such successor Calculation Agent shall
be entitled to receive, copies of any relevant records maintained
by such predecessor Calculation Agent.
(e) Any corporation into which the Calculation
Agent may be merged or converted or any corporation with which
the Calculation Agent may be consolidated or any corporation
resulting from any merger, conversion or consolidation to which
the Calculation Agent shall be a party shall, to the extent
permitted by applicable law, be the successor Calculation Agent
under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto.
Notice of any such merger, conversion or consolidation shall
forthwith be given to the Issuer and the Trustee.
(f) The provisions of paragraph 6 hereof shall
survive any resignation or removal hereunder.
9. Any notice required to be given hereunder shall be
delivered in person, sent by letter or telex or telecopy or
communicated by telephone (subject, in the case of communication
by telephone, to confirmation dispatched within two business days
by letter, telex or telecopy), in the case of the Issuer, to it
at the address set forth in the heading of this Agreement,
Attention: Mr. T. E. Ruszin, Jr., Assistant Treasurer; in the
case of the Calculation Agent or the Trustee, to it at the
address set forth in the heading of this Agreement; or, in any
case, to any other address of which the party receiving notice
shall have notified the party giving such notice in writing.
9
<PAGE>
10. This Agreement may be amended only by a writing
duly executed and delivered by each of the parties signing below.
11. The provisions of this Agreement shall be governed
by, and construed in accordance with, the laws of the State of
New York.
12. This Agreement may be executed in counterparts and
the executed counterparts shall together constitute a single
instrument.
10
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed and
delivered as of the day and year first above written.
BALTIMORE GAS AND ELECTRIC COMPANY
By_______________________
Title ___________________
BANKERS TRUST COMPANY
By________________________
Title ____________________
<PAGE>
11
<PAGE>
Exhibit 4(a)
(Form of Supplemental Indenture)
Counterpart No. _____ of 50
============================================================
BALTIMORE GAS AND ELECTRIC COMPANY
TO
BANKERS TRUST COMPANY, Trustee
_______________
SUPPLEMENTAL INDENTURE
Supplementing Deed of Trust dated February 1, 1919
_______________
TO SECURE
$_________
[Floating Rate] or [_____%] Series due _____________
First Refunding Mortgage Bonds
============================================================
<PAGE>
1
SUPPLEMENTAL INDENTURE, made as of the _________ day of _________
in the year nineteen hundred and _______________, for convenience
of reference, and effective from the time of execution and
delivery hereof, by and between BALTIMORE GAS AND ELECTRIC
COMPANY (name changed from CONSOLIDATED GAS ELECTRIC LIGHT AND
POWER COMPANY OF BALTIMORE on April 4, 1955), a corporation duly
created and organized under the law of the State of Maryland,
hereinafter called the "Company," party of the first part, and
BANKERS TRUST COMPANY, a corporation duly created and organized
under the law of the State of New York, having its principal
office and place of business at Four Albany Street, Borough of
Manhattan, The City of New York, hereinafter called the
"Trustee," party of the second part.
WHEREAS, The Company heretofore duly executed, acknowledged
and delivered to the Trustee (a) an indenture of mortgage or deed
of trust dated February 1, 1919 (which as amended and/or
supplemented by the seventy-two supplemental indentures
hereinafter mentioned, is hereinafter called the "Refunding
Mortgage"), recorded among the Land Records or Mortgage Records
(as the case may be) of Baltimore City, Baltimore County, Howard
County, Anne Arundel County, Carroll County, Harford County,
Montgomery County, Prince George's County, Calvert County, Cecil
County, and Frederick County, Maryland, and indexed among the
Chattel Records of Baltimore City and each of the counties
aforesaid except Frederick County; (b) twenty-six successive
indentures supplemental to and forming a part of the Refunding
Mortgage, dated respectively as of December 1, 1920, October 1,
1921, September 1, 1922, June 1, 1925, March 1, 1929, July 1,
1930, June 1, 1931, November 1, 1934, May 1, 1935, July 1, 1935,
December 1, 1936, June 15, 1938, June 1, 1939, January 1, 1941,
April 1, 1946, March 1, 1948, December 19, 1949, December 20,
1949, June 15, 1950, January 15, 1951, June 1, 1953, July 15,
1954, December 1, 1955, March 1, 1958, June 1, 1960, and July 15,
1962, each recorded among the Land Records or Mortgage Records
(as the case may be) of Baltimore City and the counties
aforesaid, and recorded or indexed (as the case may be) among the
Chattel Records of Baltimore City and the counties aforesaid
except Frederick County; (c) forty-four indentures supplemental
to and forming a part of the Refunding Mortgage, dated as of July
15, 1964, April 15, 1966, August 1, 1967, December 15, 1968,
September 15, 1969, April 1, 1970, July 1, 1970, September 15,
1970, April 15, 1971, September 1, 1971, January 1, 1972, July 1,
1972, September 15, 1972, August 15, 1973, February 1, 1974, July
1, 1974, September 15, 1974, August 1, 1975, September 15, 1976,
July 15, 1977 (three supplemental indentures), September 15,
1977, July 1, 1978, September 15, 1979 (two supplemental
indentures), September 15, 1980, July 8, 1981, October 1, 1981,
July 15, 1982, March 1, 1986, June 15, 1987, October 15, 1989,
October 15, 1990, August 15, 1991, January 15, 1992, July 1,
1992, February 15, 1993, March 1, 1993, March 15, 1993, April 15,
1993, July 1, 1993, July 15, 1993, and October 15, 1993, and each
recorded among the Land Records of Baltimore City and the
<PAGE>
2
counties aforesaid (with respect to personal property and
fixtures located in Maryland now owned or hereafter acquired by
the Company, the lien of the Refunding Mortgage has been
perfected as a security interest under the Maryland Uniform
Commercial Code, by recording and indexing a financing statement
in the office of the Maryland State Department of Assessments and
Taxation); (d) the aforesaid indenture of mortgage or deed of
trust dated February 1, 1919, and the following indentures
supplemental thereto dated as of December 1, 1920, November 1,
1934, December 1, 1936, June 15, 1938, January 1, 1941, April 1,
1946, December 19, 1949, December 20, 1949, June 15, 1950,
January 15, 1951, July 15, 1954, December 1, 1955, March 1, 1958,
June 1, 1960, July 15, 1962, July 15, 1964, April 15, 1966,
August 1, 1967, December 15, 1968, September 15, 1969, April 1,
1970, July 1, 1970, September 15, 1970, April 15, 1971, September
1, 1971, January 1, 1972, July 1, 1972, September 15, 1972,
August 15, 1973, February 1, 1974, July 1, 1974, September 15,
1974, August 1, 1975, September 15, 1976, July 15, 1977 (three
supplemental indentures), September 15, 1977, July 1, 1978,
September 15, 1979 (two supplemental indentures), September 15,
1980, July 8, 1981, October 1, 1981, July 15, 1982, March 1,
1986, June 15, 1987, October 15, 1989, October 15, 1990, August
15, 1991, January 15, 1992, July 1, 1992, February 15, 1993,
March 1, 1993, March 15, 1993, April 15, 1993, July 1, 1993, July
15, 1993, and October 15, 1993, have been duly recorded in
mortgage books in the respective offices of the Recorders of
Deeds in and for Adams County, Armstrong County, Bedford County,
Blair County, Cambria County, Cumberland County, Franklin County,
Huntingdon County, Indiana County, Montgomery County,
Westmoreland County, and York County, Pennsylvania; (e) and also
Supplemental Indentures dated July 26, 1965 and June 16, 1967
have been duly recorded in mortgage books in the respective
offices of the Recorders of Deeds in and for Armstrong and
Indiana Counties, Pennsylvania; and (f) the aforesaid indenture
of mortgage or deed of trust dated February 1, 1919 and the
following supplemental indentures thereto dated as of December 1,
1920, November 1, 1934, December 1, 1936, June 15, 1938, January
1, 1941, April 1, 1946, December 19, 1949, March 1, 1958, July
15, 1964, April 15, 1966, August 1, 1967, December 15, 1968,
April 1, 1970, April 15, 1971, September 1, 1971, January 1,
1972, July 1, 1972, September 15, 1972, August 15, 1973, February
1, 1974, September 15, 1976, July 15, 1977 (three supplemental
indentures), September 15, 1977, July 1, 1978, September 15, 1979
(two supplemental indentures), March 1, 1986, June 15, 1987,
October 15, 1989, October 15, 1990, August 15, 1991, January 15,
1992, July 1, 1992, February 15, 1993, March 1, 1993, March 15,
1993, April 15, 1993, July 1, 1993, July 15, 1993, and October
15, 1993, have been duly recorded in the mortgage books in the
office of the Recorder of Deeds in and for Montgomery County,
Pennsylvania (with respect to personal property and fixtures
located in Pennsylvania, now owned or hereafter acquired by the
Company, the lien of the Refunding Mortgage has been perfected as
a security interest under the Pennsylvania Uniform Commercial
Code by filing a financing statement in the office of the
Secretary of the Commonwealth of the Commonwealth of
<PAGE>
3
Pennsylvania); which Refunding Mortgage is hereby referred to and
made a part hereof as fully as if herein recited at length, and
the several corporations, mortgages or deeds of trust,
indentures, bonds, notes, securities and stocks referred to in
the Refunding Mortgage are, when hereinafter referred to,
sometimes referred to by the short names by which they are
referred to in the Refunding Mortgage, and the several words,
terms and expressions particularly defined or construed in the
Refunding Mortgage, in Section 4 or Section 5 of Article XI
thereof or elsewhere, when used in this supplemental indenture
are used as so defined or construed in the Refunding Mortgage;
and
WHEREAS, By the Refunding Mortgage it is among other things
provided, in Section 9 of Article III thereof, that from time to
time the Company, when authorized by a resolution of its Board of
Directors, and the Trustee may, subject to the provisions of the
Refunding Mortgage, execute, acknowledge and deliver indentures
supplemental thereto, which thereafter shall form a part thereof,
for the purpose (among others) of conveying, assuring or
confirming to, or vesting in, the Trustee additional property now
owned or hereafter acquired pursuant to Section 7 of Article I or
Section 2 of Article III of the Refunding Mortgage, adding to the
covenants of the Company in the Refunding Mortgage for the
protection of the holders of the Securities, making provisions
for the redemption before maturity of any bonds thereafter to be
issued thereunder, or making such provision, not inconsistent
with the Refunding Mortgage, as may be necessary or desirable
with respect to matters or questions arising thereunder; and
WHEREAS, The Company has determined to issue additional
bonds under and pursuant to the provisions of the Refunding
Mortgage and has determined to execute, acknowledge and deliver
this indenture, supplemental to the Refunding Mortgage and
hereafter to form a part thereof, for the purpose of conveying,
assuring or confirming to, or vesting in, the Trustee additional
property now owned or hereafter acquired pursuant to Section 7 of
Article I or Section 2 of Article III of the Refunding Mortgage,
adding to the covenants of the Company in the Refunding Mortgage
for the protection of the holders of the Securities, [making
provisions for the redemption before maturity of bonds hereafter
to be issued under the Refunding Mortgage, and making such
provision, not inconsistent with the Refunding Mortgage,] as may
be necessary or desirable with respect to matters or questions
arising thereunder, and the Company and the Trustee are willing
so to execute, acknowledge and deliver this supplemental
indenture for the purposes aforesaid; and
WHEREAS, At a meeting of the [Executive Committee of the]
Board of Directors of the Company duly called and held as
provided by law on the ____ day of ______, at which meeting a
quorum of said [Executive Committee of the] Board of Directors
was present and voted, this supplemental indenture was then and
there submitted to the said [Executive Committee of the] Board of
<PAGE>
4
Directors and resolutions authorizing the execution,
acknowledgment and delivery of this supplemental indenture and
the issuance, certification and delivery of First Refunding
Mortgage Bonds under and pursuant to the provisions of the
Refunding Mortgage, as so supplemented by this supplemental
indenture, were unanimously adopted by the affirmative vote of
all the members so present.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That, in order to secure the payment of the principal of and
interest on all such bonds at any time issued and outstanding
under the Refunding Mortgage, according to their tenor and
effect, and to secure the performance of all the covenants and
conditions contained in the Refunding Mortgage as supplemented by
this supplemental indenture, and to declare the terms and
conditions upon which said bonds are issued, or to be issued, and
secured under the Refunding Mortgage, Baltimore Gas and Electric
Company, the party of the first part, in consideration of the
premises and of the purchase of such bonds by the holders
thereof, and of the sum of one dollar, lawful money of the United
States of America, to it duly paid by the Trustee at or before
the ensealing and delivery of these presents, the receipt whereof
is hereby acknowledged, has executed and delivered these presents
and hereby ratifies, approves and confirms the Refunding Mortgage
in all respects as fully as if all the terms, provisions,
covenants and conditions thereof were herein again set forth at
length, as supplemented hereby, and has granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over and confirmed, and granted a security interest therein,
and by these presents does grant, bargain, sell, release, convey,
assign, transfer, mortgage, pledge, set over and confirm, and
grant a security interest therein unto Bankers Trust Company,
party of the second part, and unto its successors and assigns
forever, all and singular the premises, property and franchises
of the Company other than as excepted in the Refunding Mortgage,
now owned or hereafter acquired in Maryland or Pennsylvania.
TOGETHER with all the rights, privileges and appurtenances
to any of said premises, property and franchises belonging or in
anywise appertaining, and the reversion and reversions, remainder
and remainders, rents, issues, income and profits thereof, and
all the estate, right, title and interest which the Company now
has or may hereafter acquire therein or thereto or in or to any
part thereof.
TO HAVE AND TO HOLD, All and singular the said premises,
property and franchises, appurtenances, rents, issues, income and
profits hereby conveyed, transferred, assigned and confirmed, or
intended so to be, unto the Trustee, its successors and assigns,
forever.
IN TRUST, NEVERTHELESS, For the equal and proportionate
benefit and security of all holders of the bonds and interest
<PAGE>
5
obligations issued or to be issued under the Refunding Mortgage,
and for the enforcement of the payment of said bonds and interest
obligations when payable and the performance of and compliance
with the covenants and conditions of the Refunding Mortgage as
supplemented by this supplemental indenture, without preference,
priority or distinction, as to lien or otherwise of any series of
bonds over any other series of bonds, or of any one bond over any
other bonds, by reason of priority in the issue or negotiation
thereof or otherwise, so that each and every bond issued or to be
issued under the Refunding Mortgage or secured thereby shall have
the same right, lien and privilege under the Refunding Mortgage
as supplemented by this supplemental indenture, and so that the
principal and interest of every such bond, subject to the terms
of the Refunding Mortgage as so supplemented, be equally and
proportionately secured thereby as if all had been duly made,
executed, delivered, sold and negotiated simultaneously with the
execution and delivery of the Refunding Mortgage, it being
intended that the lien and security of the Refunding Mortgage
shall take effect from the date of the execution and delivery
thereof without regard to the time of such actual issue, sale or
disposition of said bonds, and as though upon said date all of
said bonds had been actually issued, sold and delivered to, and
were in the hands of, holders thereof for value.
AND IT IS HEREBY FURTHER COVENANTED AND DECLARED, That all
such bonds are issued and certified and delivered, or to be
issued and certified and delivered, and the mortgaged premises
and property are to be held by the Trustee, subject to the
further covenants, conditions, uses and trusts in the Refunding
Mortgage, as supplemented by this supplemental indenture, set
forth, and it is agreed and covenanted by the Company with the
Trustee and the respective holders from time to time of bonds
issued under the Refunding Mortgage as follows, viz:
1. As supplemented hereby, each and all of the terms,
provisions, covenants, conditions, uses and trusts set forth in
that portion of the Refunding Mortgage beginning with and
including the words "Article I. Issue and Appropriation of
Bonds," and continuing to the end of the Refunding Mortgage, as
supplemented and amended by the seventy-two successive
supplemental indentures herein above mentioned, are hereby
expressly ratified, approved and confirmed, as fully and with the
same force and effect as if the same were herein again set forth
at length, provided, however, that no provision of this
Supplemental Indenture is intended to reinstate any provisions in
the Refunding Mortgage which were amended and superseded by the
amendments to the Trust Indenture Act of 1939 effective as of
November 15, 1990.
2. One series of bonds to be issued under and secured by
the Refunding Mortgage shall be designated as [[Floating Rate] or
[_____%]] Series due _____________, First Refunding Mortgage
Bonds (hereinafter called "bonds of the Designated Series").
Bonds of the Designated Series shall be issued only as registered
<PAGE>
6
bonds in denominations of one thousand dollars and multiples
thereof. Bonds of the Designated Series may be exchanged for a
like aggregate principal amount of bonds of the Designated Series
of other denominations. Each bond of the Designated Series shall
be dated the date of its authentication, shall mature
_____________, shall be payable as to principal and interest in
lawful money of the United States of America which shall be legal
tender at the time such payment becomes due, at the principal
office of Bankers Trust Company (or its successor in trust), in
the Borough of Manhattan, in The City of New York, or at such
other institutions as designated by the Company, provided,
however, that each installment of interest may be paid by mailing
checks, or by wire transfers, for such interest payable to the
order of the person entitled thereto to the registered address of
such person as it appears on the books of the Company, and shall
bear interest from the __________ day of [______, _______,]
_______ or ____, as the case may be, to which interest has been
paid on the bonds of the Designated Series (unless the date of
such bond is prior to ________________, in which case it shall
bear interest from _____________), provided however, that,
subject to the provisions of this Section with respect to failure
by the Company to pay any interest on an interest payment date,
the holder of any bond dated after a record date (as hereinafter
defined) for the payment of interest and prior to the date of
payment of such interest shall not be entitled to payment of such
interest and shall have no claim against the Company with respect
thereto. Bonds of the Designated Series shall bear interest at
the rate of [_________________ per cent per annum] or [[State
index] [plus/minus] ______ per cent per annum as calculated and
reset in the manner and at the times as described below] payable
______________ on the _________ days of [_______, ________,]
_______ and ____ in each year. The interest payable on any
interest payment date shall be paid to the persons in whose names
bonds of the Designated Series were registered at the close of
business on the record date for such payment of interest
notwithstanding any cancellation of bonds of the Designated
Series on any transfer or exchange thereof between such record
date and such interest payment date; except that if the Company
shall default in the payment of any interest due on such interest
payment date such defaulted interest shall be paid to the persons
in whose names bonds of the Designated Series are registered
either at the close of business on the subsequent record date
fixed for payment of such defaulted interest, or (if no such
subsequent record date shall have been fixed) at the close of
business on the day preceding the date of payment of such
defaulted interest. A subsequent record date for payment of
defaulted interest may be established by or on behalf of the
Company by notice to holders of bonds of the Designated Series
not less than ten days preceding such record date, which record
date shall be not more than thirty days prior to the subsequent
interest payment date. The term "record date" as used herein
shall mean, with respect to any regular interest payment date,
the close of business on the ____ day of the calendar month next
preceding such interest payment date. The bonds may also be
<PAGE>
7
represented by a permanent global bond or bonds, registered in
the name of The Depository Trust Company, as depositary (the
"Depositary"), or a nominee of the Depositary (each such bond
represented by a permanent global bond being referred to herein
as a "Book-Entry Bond"). Beneficial interests in Book-Entry
Bonds will only be evidenced by, and transfers thereof will only
be effected through, records maintained by the Depositary's
participants. [The Company shall not be required to make
transfers or exchanges of bonds of the Designated Series during a
period of fifteen days preceding the mailing of notice of a
partial redemption of bonds of such Series, or to transfer or
exchange bonds of the Designated Series, or the portion thereof,
which shall have been designated for redemption. Upon thirty
days' notice in the manner set forth in Article X, Section 2 of
the Refunding Mortgage, bonds of the Designated Series at any
time outstanding shall be redeemable prior to maturity, as a
whole at any time, or in part from time to time, at the option of
the Company, at the applicable redemption price set forth in the
tabulation below under the heading "Regular Redemption Prices,"
if redeemed otherwise than by operation of the sinking fund, and,
at any time after ________, by operation of the sinking fund
provided for by Article X, Section 3 of the Refunding Mortgage,
at the applicable redemption price set forth in the tabulation
below under the heading "Sinking Fund Redemption Prices,"
together, in each case, with accrued interest to the date of
redemption:
Twelve
Month Sinking
Period Regular Fund
Beginning Redemption Redemption
Prices Prices
_________ __________ __________
% of principal amount % of principal amount
(after July 31, )
provided, however, that prior to _____, none of the bonds of the
Designated Series may be redeemed] [, otherwise than pursuant to
the sinking fund,] [through refunding, directly or indirectly, by
or in anticipation of the incurring of any debt which has an
interest cost to the Company less than [____% per annum] or [the
current interest rate at the time of the refunding], the term
"interest cost to the Company" meaning the annual percentage
yield to stated maturity of the debt at the net price of the
Company (to be determined after allowing for all discounts,
commissions, finder's or negotiator's fees, standby or commitment
charges and any other compensation received or receivable
directly from the Company by underwriters, investment bankers or
other financing agents, or purchasers).] or [The bonds of the
<PAGE>
8
Designated Series shall not be redeemable for any reason prior to
maturity, including by operation of the sinking fund provided for
by Article X, Section 3 of the Refunding Mortgage, provided,
however, the bonds of the Designated Series shall be included by
the Company in determining its annual sinking fund payment to the
Trustee.]
[Insert applicable floating rate calculation and reset
information here.]
3. The recitals of fact contained herein, in the Refunding
Mortgage as hereby supplemented, and in the bonds (other than the
certificate of authentication of the Trustee on the bonds), shall
be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The
Trustee makes no representations to the value of the mortgaged
property or any part thereof, or as to the title of the Company
thereto, or as to the value or validity of the security afforded
thereby and by the Refunding Mortgage, or as to the value or
validity of any securities at any time held under the Refunding
Mortgage, or as to the validity of this supplemental indenture or
the Refunding Mortgage or of the bonds issued thereunder, and the
Trustee shall incur no responsibility, except as otherwise
provided in the Refunding Mortgage, in respect of such matters.
4. If and to the extent that any provision of this
supplemental indenture limits, qualifies, or conflicts with
another provision of the Refunding Mortgage required to be
included therein by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, as amended, such required provision
shall control; provided, however that nothing in this
supplemental indenture contained shall be so construed as to
relieve the Company or the Trustee of any duty or obligation
which it would otherwise have to any holder of any bond or bonds
heretofore issued under the Refunding Mortgage, or so construed
as to grant to the Trustee any rights as against any holder of
bond or bonds heretofore issued under the Refunding Mortgage not
granted under said Refunding Mortgage, and no provision in this
supplemental indenture contained shall impair any of the rights
of any holder of any bond or bonds heretofore issued under the
Refunding Mortgage.
5. All the provisions of this supplemental indenture shall
become effective immediately. This supplemental indenture and
all the provisions thereof shall form a part of the Refunding
Mortgage and all references or mention in the Refunding Mortgage
to the Refunding Mortgage or to any of the terms, provisions,
covenants, conditions, uses or trusts thereof or the recitals or
statements therein or to the recording, filing or refiling
thereof, shall be applicable to the terms, provisions, covenants,
conditions, uses and trusts of, and the recitals and statements
in, this supplemental indenture and the Refunding Mortgage as
hereby supplemented, and to the recording, filing and refiling
thereof, as fully and with the same force and effect as if all
<PAGE>
9
the terms, provisions, covenants, conditions, uses and trusts
of, and all the recitals and statements in, the Refunding
Mortgage were herein again set forth at length and the entire
Refunding Mortgage as hereby supplemented were herein set forth
at length as one new instrument.
<PAGE>
10
IN TESTIMONY WHEREOF, on this ________ day
of_______________, Baltimore Gas and Electric Company has caused
these presents to be signed in its corporate name by its
President or a Vice President, and its corporate seal to be
hereunto affixed, duly attested by its Secretary or an Assistant
Secretary; and Bankers Trust Company has also caused these
presents to be signed in its corporate name by its President or a
Vice President or an Assistant Vice President, and its corporate
seal to be hereunto affixed, duly attested by one of its
Assistant Secretaries.
BALTIMORE GAS AND ELECTRIC COMPANY,
By___________________________
Attest____________________________ (Seal)
STATE OF MARYLAND:
} SS:
_________________:
I HEREBY CERTIFY, that on this ________ day of ____________,
____, before me, the subscriber, a Notary Public of the State of
Maryland, in and for the _____________________ aforesaid,
personally appeared _____________, ______________ of Baltimore
Gas and Electric Company, and on behalf of the said corporation
did acknowledge the foregoing instrument to be the act and deed
of Baltimore Gas and Electric Company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
Notarial Seal on the day and year aforesaid.
_________________________
Notary Public
My Commission expires ___________
[BANKERS TRUST COMPANY signature on next page]
<PAGE>
11
BANKERS TRUST COMPANY,
By__________________________
Attest____________________________ (Seal)
STATE OF NEW YORK:
} SS:
_________________:
I HEREBY CERTIFY, that on this _____ day of __________,
before me, the subscriber, a Notary Public of the State of New
York, in and for the ____________________ aforesaid, personally
appeared ____________________, ______________ of Bankers Trust
Company, and on behalf of the said corporation did acknowledge
the foregoing instrument to be the act and deed of Bankers Trust
Company; and at the same time such ______________, for and on
behalf of said corporation, made oath in due form of law that the
consideration stated in the foregoing deed of trust is true and
bona fide as therein set forth, and also that [he]she is a
______________ and agent of the said Bankers Trust Company,
Trustee, grantee in the foregoing instrument and duly authorized
to make this affidavit.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
Notarial Seal on the day and year aforesaid.
_________________________
Notary Public
My Commission expires _____________
<PAGE>
12
CERTIFICATE OF RESIDENCE
Bankers Trust Company, Mortgagee and Trustee within named,
hereby certifies that its precise residence is Four Albany
Street, in the Borough of Manhattan, in The City of New York, in
the State of New York.
BANKERS TRUST COMPANY,
By_________________________
<PAGE>
13
SCHEDULE
<PAGE>
Exhibit 4(b)
(Form of Floating Rate Bond)
Registered Registered
(Form of Face of Floating Rate Bond)
Number ________ $ _____________
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
[If this bond is registered in the name of The Depository Trust
Company (the "Depositary") (55 Water Street, New York, New York) or
its nominee, this bond 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 bond is
exchanged in whole or in part for bonds 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.]
FLOATING RATE SERIES DUE _______ CUSIP 059165 ______
FIRST REFUNDING MORTGAGE BOND (SEE REVERSE FOR KEY
TO ABBREVIATIONS)
For value received, Baltimore Gas and Electric Company,
hereinafter called the "Company," promises to pay to
____________________________________ or registered assigns,
______________________ DOLLARS at the principal office of Bankers
Trust Company ("Trustee") (or its successor in trust), in the Borough
of Manhattan, in The City of New York, or at such other institutions
as designated by the Company, at the holder's option, on the ______
day of _____ in the year __________, and to pay interest thereon from
_____________________, (or from the date to which interest has been
paid on bonds of this Series), at the rate of [State index]
[plus/minus] _____ per cent. as calculated and reset in the manner and
at the times as described on the reverse hereof, payable, at said
offices, or at the option of the Company by check mailed to the
registered address of the person entitled thereto, ______________, on
the ________ days of [________, ________,] ________ and ______ in each
year to the person in whose name this bond is registered, subject to
certain exceptions as set forth in the Mortgage hereinafter mentioned,
on the ______ day of the preceding calendar month, both said principal
sum and interest to be paid in lawful money of the United States of
America which shall be legal tender at the time such payment becomes
due.
This bond shall not become obligatory for any purpose until it
shall have been authenticated by the execution of the certificate,
<PAGE>
hereon endorsed, by said Trustee under the Mortgage hereinafter
mentioned.
The provisions of this bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
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, this
TRUSTEE'S CERTIFICATE
THIS BOND IS ONE OF THE ISSUE OF BONDS OF THE SERIES DESIGNATED
AS FLOATING RATE SERIES DUE ______________ IN THE SUPPLEMENTAL
INDENTURE, DATED AS OF _____________ , TO THE MORTGAGE.
BANKERS TRUST COMPANY, TRUSTEE,
BY: _______________________________
AUTHORIZED OFFICER
Baltimore Gas and Electric Company,
ATTEST: BY:
______________________________ _______________________________
SECRETARY PRESIDENT
(Form of Reverse of Floating Rate Bond)
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
FLOATING RATE SERIES DUE ________
FIRST REFUNDING MORTGAGE BOND
(CONTINUED)
This bond is one of an issue of bonds, known as First Refunding
Mortgage Sinking Fund Bonds or as First Refunding Mortgage Bonds, as
the case may be, issued and to be issued, under and subject to, and
<PAGE>
equally secured by, an indenture of mortgage or deed of trust dated
the first day of February, 1919, and indentures supplemental thereto
(herein together called the "Mortgage"), executed by the Company to
Bankers Trust Company, as Trustee, to which Mortgage reference is made
for a description of the property mortgaged, the nature and extent of
the security, the rights of the holders of said bonds under the same,
and the terms and conditions upon which said bonds are issued and
secured.
This bond is one of a series, designated as Floating Rate Series
due __________________ First Refunding Mortgage Bonds (hereinafter
called "bonds of the Designated Series"), of said issue of bonds.
Bonds of the Designated Series are issued and to be issued only as
registered bonds in denominations of one thousand dollars and
multiples thereof, and in other respects shall be all of like tenor
(including date of maturity, but not including dates of bonds).
[Insert applicable floating rate calculation and reset information
here.]
[Upon thirty days' notice in the manner and with the effect set
forth in said Mortgage, bonds of the Designated Series at any time
outstanding shall be redeemable prior to maturity, as a whole at any
time or in part from time to time, at the option of the Company, at
the applicable redemption price set forth in the tabulation below
under the heading "Regular Redemption Prices," if redeemed otherwise
than by operation of the Sinking Fund, and, at any time after July 31,
_______, by operation of the Sinking Fund provisions of the Mortgage,
at the applicable redemption price set forth in the tabulation below
under the heading "Sinking Fund Redemption Prices," together, in each
case, with accrued interest to the date of redemption:
Twelve Month Regular Sinking Fund
Period Redemption Redemption
Beginning Prices Prices
___________ __________ ___________
% of principal amount - % of principal amount
-
-
-
-
(after July 31, )
provided, however, that prior to ________________, none of the bonds
of the Designated Series may be redeemed] [,otherwise than pursuant to
the Sinking Fund,] [through refunding, directly or indirectly, by or
in anticipation of the incurring of any debt which has an interest
cost to the Company (as defined in the Supplemental Indenture, dated
as of ____________) less than the current interest rate at the time of
the refunding.] [Bonds of the Designated Series shall not be
redeemable for any reason prior to maturity, including by operation of
the sinking fund referred to in the following paragraph.]
<PAGE>
Bonds of the Designated Series are entitled to the benefit of the
Sinking Fund created by the Company by its payment to the Trustee
annually, at the end of each period of one year, accounting from
August first, of a sum equal to one per cent. of the largest principal
amount of bonds, of all series, outstanding at any time during such
yearly period, to be applied to the retirement of bonds, by purchase
or redemption, such bonds to be selected by the Trustee, in its
discretion, from any one or more series of bonds as provided in said
Mortgage.
In case of certain defaults specified in said Mortgage, the
principal of all bonds of the Designated Series may be declared due
and become payable, in the manner, with the effect and subject to the
conditions provided in said Mortgage.
This bond is transferable by the registered holder hereof, in
person or by his attorney, duly authorized, on the books of the
Company at said office in the Borough of Manhattan, in The City of New
York, or at such other institutions as designated by the Company, upon
surrender and cancellation of this bond; and upon any such transfer a
new bond will be issued to the transferee in exchange herefor, without
charge other than a sum sufficient to reimburse the Company for any
applicable tax or other governmental charge connected therewith.
[The Company shall not be required to transfer this bond if
theretofore designated for redemption or during a period of fifteen
days preceding the mailing of notice of a partial redemption of bonds
of the Designated Series.]
As provided in the Mortgage, bonds of the Designated Series may be
exchanged for a like aggregate principal amount of bonds of the
Designated Series of other denominations.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this bond, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___ Custodian ____
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform
JT TEN - as joint tenants with Gifts to Minors
right of survivorship Act
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above
list.
______________________________
<PAGE>
(Form of assignment on Floating Rate Bond)
FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________
_____________________________________________________________________
_____________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP
CODE
the within bond issued by
BALTIMORE GAS AND ELECTRIC COMPANY
, and all rights thereunder, and hereby irrevocably constitutes and
appoints
_____________________________ Attorney
to transfer said bond on the books of the Company with full power of
substitution in the premises.
Dated _______________________
_______________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS IT APPEARS UPON THE FACE OF THE WITHIN BOND IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER,
AND BE GUARANTEED BY THE ENDORSER'S BANK OR BROKER.
<PAGE>
(Form of Temporary Floating Rate Bond)
(Form of Face of Floating Rate Bond)
Temporary Bond: Exchangeable for
Definitive Bond when ready for delivery.
Registered Registered
Number_________ $ ___________
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
TEMPORARY FLOATING RATE SERIES DUE ____
CUSIP 059165 __
FIRST REFUNDING MORTGAGE BOND (SEE REVERSE FOR KEY
TO ABBREVIATIONS)
For value received, Baltimore Gas and Electric Company,
hereinafter called the "Company," promises to pay to
____________________________ or registered assigns,
______________________________ DOLLARS at the principal office of
Bankers Trust Company (the "Trustee") (or its successor in trust) in
the Borough of Manhattan, in The City of New York, or at such other
institutions as designated by the Company, at the holder's option, on
the ______ day of ________ in the year ___________, and to pay
interest thereon from ___________ (or from the date to which interest
has been paid on bonds of this Series), at the rate of [State index]
[plus/minus] ______ per cent. as calculated and reset in the manner
and at the times as described on the reverse hereof, payable, at said
offices, or at the option of the Company by check mailed to the
registered address of the person entitled thereto, ______________, on
the _________ days of [________, ________,] ___________ and
__________________in each year to the person in whose name this bond
is registered, subject to certain exceptions as set forth in the
Mortgage hereinafter mentioned, on the day of the preceding
calendar month, both said principal sum and interest to be paid in
lawful money of the United States of America which shall be legal
tender at the time such payment becomes due.
This bond shall not become obligatory for any purpose until it
shall have been authenticated by the execution of the certificate,
hereon endorsed, by said Trustee under the Mortgage hereinafter
mentioned.
The provisions of this bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
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, this _______________________
<PAGE>
TRUSTEE'S CERTIFICATE
THIS BOND IS A TEMPORARY BOND OF THE ISSUE OF BONDS OF THE SERIES
DESIGNATED AS FLOATING RATE SERIES DUE ______ IN THE SUPPLEMENTAL
INDENTURE, DATED AS OF ________________, TO THE MORTGAGE.
BANKERS TRUST COMPANY, TRUSTEE,
BY:_______________________________
AUTHORIZED OFFICER
Baltimore Gas and Electric Company,
ATTEST: BY:
______________________________ _____________________________
SECRETARY PRESIDENT
(Form of Reverse of Floating Rate Bond)
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
TEMPORARY FLOATING RATE SERIES DUE ________
FIRST REFUNDING MORTGAGE BOND
(CONTINUED)
This bond is a temporary bond of an issue of bonds, known as First
Refunding Mortgage Sinking Fund Bonds or as First Refunding Mortgage
Bonds, as the case may be, issued and to be issued, under and subject
to, and equally secured by, an indenture of mortgage or deed of trust
dated the first day of February, 1919, and indentures supplemental
thereto (herein together called the "Mortgage"), executed by the
Company to Bankers Trust Company, as Trustee, to which Mortgage
reference is made for a description of the property mortgaged, the
nature and extent of the security, the rights of the holders of said
bonds under the same, and the terms and conditions upon which said
bonds are issued and secured.
This temporary bond is one of a series and is exchangeable for a
like aggregate principal amount of definitive bonds, designated as
Floating Rate Series due _________________ First Refunding Mortgage
Bonds (hereinafter called "bonds of the Designated Series"), of said
issue of bonds when such definitive bonds are ready for delivery, upon
surrender of this bond. Bonds of the Designated Series are issued and
to be issued only as registered bonds in denominations of one thousand
dollars and multiples thereof, and in other respects shall be all of
like tenor (including date of maturity, but not including dates of
bonds).
<PAGE>
[Insert applicable floating rate calculation and reset information
here.]
[Upon thirty days' notice in the manner and with the effect set
forth in said Mortgage, bonds of the Designated Series at any time
outstanding shall be redeemable prior to maturity, as a whole at any
time or in part from time to time, at the option of the Company, at
the applicable redemption price set forth in the tabulation below
under the heading "Regular Redemption Prices," if redeemed otherwise
than by operation of the Sinking Fund, and, at any time after July 31,
______, by the operation of the Sinking Fund provisions of the
Mortgage, at the applicable redemption price set forth in the
tabulation below under the heading "Sinking Fund Redemption Prices,"
together, in each case, with accrued interest to the date of
redemption:
Twelve Month Regular Sinking Fund
Period Redemption Redemption
Beginning Prices Prices
___________ __________ ___________
% of principal amount - % of principal amount
-
-
-
-
(after July 31, )
provided, however, that prior to _________________, none of the bonds
of the Designated Series may be redeemed] [, otherwise than pursuant
to the Sinking Fund,] [through refunding, directly or indirectly, by
or in anticipation of the incurring of any debt which has an interest
cost to the Company (as defined in the Supplemental Indenture, dated
as of ) less than the current interest rate at the
time of the refunding.] [Bonds of the Designated Series shall not be
redeemable for any reason prior to maturity, including by operation of
the sinking fund referred to in the following paragraph.]
Bonds of the Designated Series are entitled to the benefit of the
Sinking Fund created by the Company by its payment to the Trustee
annually, at the end of each period of one year, accounting from
August first, of a sum equal to one per cent. of the largest principal
amount of bonds, of all series, outstanding at any time during such
yearly period, to be applied to the retirement of bonds, by purchase
or redemption, such bonds to be selected by the Trustee, in its
discretion, from any one or more series of bonds as provided in said
Mortgage.
In case of certain defaults specified in said Mortgage, the
principal of all bonds of the Designated Series may be declared due
and become payable, in the manner, with the effect and subject to the
conditions provided in said Mortgage.
This temporary bond is transferable by the registered holder
hereof, in person or by his attorney, duly authorized, on the books of
the Company at said office in the Borough of Manhattan, in The City of
<PAGE>
New York, or at such other institution designated by the Company, upon
surrender and cancellation of this bond; and upon any such transfer a
new bond will be issued to the transferee in exchange herefor, without
charge other than a sum sufficient to reimburse the Company for any
applicable tax or other governmental charge connected therewith.
[The Company shall not be required to transfer this bond if
theretofore designated for redemption or during a period of fifteen
days preceding the mailing of notice of a partial redemption of bonds
of the Designated Series.]
As provided in the Mortgage, bonds of the Designated Series may be
exchanged for a like aggregate principal amount of bonds of the
Designated Series of other denominations.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this bond, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___ Custodian ____
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform
JT TEN - as joint tenants with Gifts to Minors
right of survivorship Act
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above
list.
_______________________________
<PAGE>
(Form of assignment on Floating Rate Bond)
FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________
_____________________________________________________________________
_____________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP
CODE
the within bond issued by
BALTIMORE GAS AND ELECTRIC COMPANY
, and all rights thereunder, and hereby irrevocably constitutes and
appoints
________________________________ Attorney
to transfer said bond on the books of the Company with full power of
substitution in the premises.
Dated ________________________
_____________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS IT APPEARS UPON THE FACE OF THE WITHIN BOND IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER,
AND BE GUARANTEED BY THE ENDORSER'S BANK OR BROKER.
<PAGE>
Exhibit 4(c)
(Form of Fixed Rate Bond)
Registered Registered
(Form of Face of Fixed Rate Bond)
Number ________ $ _____________
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
[If this bond is registered in the name of The Depository Trust
Company (the "Depositary") (55 Water Street, New York, New York) or
its nominee, this bond 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 bond is
exchanged in whole or in part for bonds 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.]
_____ % SERIES DUE _______ CUSIP 059165 ______
____% DUE ____ FIRST REFUNDING MORTGAGE BOND (SEE REVERSE FOR KEY
TO ABBREVIATIONS)
For value received, Baltimore Gas and Electric Company,
hereinafter called the "Company," promises to pay to
____________________________________ or registered assigns,
______________________ DOLLARS at the principal office of Bankers
Trust Company ("Trustee") (or its successor in trust), in the Borough
of Manhattan, in The City of New York, or at such other institution as
designated by the Company at the holder's option, on the _______ day
of _______ in the year __________, and to pay interest thereon from
(or from the date to which interest has been paid on
bonds of this Series), at the rate of _________ per cent. per annum,
payable, at said offices, or at the option of the Company by check
mailed to the registered address of the person entitled thereto,
semiannually, on the ____________ days of ________ and ______ in each
year to the person in whose name this bond is registered, subject to
certain exceptions as set forth in the Mortgage hereinafter mentioned,
on the ______ day of the preceding calendar month, both said principal
sum and interest to be paid in lawful money of the United States of
America which shall be legal tender at the time such payment becomes
due.
This bond shall not become obligatory for any purpose until it
shall have been authenticated by the execution of the certificate,
<PAGE>
hereon endorsed, by said Trustee under the Mortgage hereinafter
mentioned.
The provisions of this bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
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, this ________________
TRUSTEE'S CERTIFICATE
THIS BOND IS ONE OF THE ISSUE OF BONDS OF THE SERIES DESIGNATED
AS _____% SERIES DUE ______________ IN THE SUPPLEMENTAL INDENTURE,
DATED AS OF _____________ , TO THE MORTGAGE.
BANKERS TRUST COMPANY, TRUSTEE,
BY: _______________________________
AUTHORIZED OFFICER
Baltimore Gas and Electric Company,
ATTEST: BY:
______________________________ _______________________________
SECRETARY PRESIDENT
(Form of Reverse of Fixed Rate Bond)
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
_________ % SERIES DUE ________
FIRST REFUNDING MORTGAGE BOND
(CONTINUED)
This bond is one of an issue of bonds, known as First Refunding
Mortgage Sinking Fund Bonds or as First Refunding Mortgage Bonds, as
the case may be, issued and to be issued, under and subject to, and
equally secured by, an indenture of mortgage or deed of trust dated
<PAGE>
the first day of February, 1919, and indentures supplemental thereto
(herein together called the "Mortgage"), executed by the Company to
Bankers Trust Company, as Trustee, to which Mortgage reference is made
for a description of the property mortgaged, the nature and extent of
the security, the rights of the holders of said bonds under the same,
and the terms and conditions upon which said bonds are issued and
secured.
This bond is one of a series, designated as ____% Series due
__________________ First Refunding Mortgage Bonds (hereinafter called
"bonds of the Designated Series"), of said issue of bonds. Bonds of
the Designated Series are issued and to be issued only as registered
bonds in denominations of one thousand dollars and multiples thereof,
and in other respects shall be all of like tenor (including date of
maturity, but not including dates of bonds).
[Upon thirty days' notice in the manner and with the effect set
forth in said Mortgage, bonds of the Designated Series at any time
outstanding shall be redeemable prior to maturity, as a whole at any
time or in part from time to time, at the option of the Company, at
the applicable redemption price set forth in the tabulation below
under the heading "Regular Redemption Prices," if redeemed otherwise
than by operation of the Sinking Fund, and, at any time after July 31,
_______, by operation of the Sinking Fund provisions of the Mortgage,
at the applicable redemption price set forth in the tabulation below
under the heading "Sinking Fund Redemption Prices," together, in each
case, with accrued interest to the date of redemption:
Twelve Month Regular Sinking Fund
Period Redemption Redemption
Beginning Prices Prices
___________ __________ ___________
% of principal amount - % of principal amount
-
-
-
-
(after July 31, )
provided, however, that prior to ________________, none of the bonds
of the Designated Series may be redeemed] [,otherwise than pursuant to
the Sinking Fund,] [through refunding, directly or indirectly, by or
in anticipation of the incurring of any debt which has an interest
cost to the Company (as defined in the Supplemental Indenture, dated
as of ____________) less than _____% per annum.] [Bonds of the
Designated Series shall not be redeemable for any reason prior to
maturity, including by operation of the sinking fund referred to in
the following paragraph.]
Bonds of the Designated Series are entitled to the benefit of the
Sinking Fund created by the Company by its payment to the Trustee
annually, at the end of each period of one year, accounting from
<PAGE>
August first, of a sum equal to one per cent. of the largest principal
amount of bonds, of all series, outstanding at any time during such
yearly period, to be applied to the retirement of bonds, by purchase
or redemption, such bonds to be selected by the Trustee, in its
discretion, from any one or more series of bonds as provided in said
Mortgage.
In case of certain defaults specified in said Mortgage, the
principal of all bonds of the Designated Series may be declared due
and become payable, in the manner, with the effect and subject to the
conditions provided in said Mortgage.
This bond is transferable by the registered holder hereof, in
person or by his attorney, duly authorized, on the books of the
Company at said office in the Borough of Manhattan, in The City of New
York, or at such other institutions as designated by the Company, upon
surrender and cancellation of this bond; and upon any such transfer a
new bond will be issued to the transferee in exchange herefor, without
charge other than a sum sufficient to reimburse the Company for any
applicable tax or other governmental charge connected therewith.
[The Company shall not be required to transfer this bond if
theretofore designated for redemption or during a period of fifteen
days preceding the mailing of notice of a partial redemption of bonds
of the Designated Series.]
As provided in the Mortgage, bonds of the Designated Series may be
exchanged for a like aggregate principal amount of bonds of the
Designated Series of other denominations.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this bond, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___ Custodian ____
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform
JT TEN - as joint tenants with Gifts to Minors
right of survivorship Act
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above
list.
_________________
<PAGE>
(Form of assignment on Fixed Rate Bond)
FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________
_____________________________________________________________________
_____________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP
CODE
the within bond issued by
BALTIMORE GAS AND ELECTRIC COMPANY
, and all rights thereunder, and hereby irrevocably constitutes and
appoints
_____________________________ Attorney
to transfer said bond on the books of the Company with full power of
substitution in the premises.
Dated _______________________
_______________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS IT APPEARS UPON THE FACE OF THE WITHIN BOND IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER,
AND BE GUARANTEED BY THE ENDORSER'S BANK OR BROKER.
<PAGE>
(Form of Temporary Fixed Rate Bond)
(Form of Face of Fixed Rate Bond)
Temporary Bond: Exchangeable for
Definitive Bond when ready for delivery.
Registered Registered
Number_________ $ ___________
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
__% DUE __ TEMPORARY __ % SERIES DUE ____ CUSIP 059165 __
FIRST REFUNDING MORTGAGE BOND (SEE REVERSE FOR KEY
TO ABBREVIATIONS)
For value received, Baltimore Gas and Electric Company,
hereinafter called the "Company," promises to pay to
____________________________ or registered assigns,
______________________________ DOLLARS at the principal office of
Bankers Trust Company ("Trustee") (or its successor in trust), in the
Borough of Manhattan, in the City of New York, or at such other
institutions as designated by the Company, at the holder's option, on
the ________ day of ________ in the year _________, and to pay
interest thereon from ____________ (or from the date to which interest
has been paid on bonds of this Series), at the rate of ________ per
cent. per annum, payable, at said offices, or at the option of the
Company by check mailed to the registered address of the person
entitled thereto, semiannually, on the ________ days of ___________
and __________________ in each year to the person in whose name this
bond is registered, subject to certain exceptions as set forth in the
Mortgage hereinafter mentioned, on the ______ day of the preceding
calendar month, both said principal sum and interest to be paid in
lawful money of the United States of America which shall be legal
tender at the time such payment becomes due.
This bond shall not become obligatory for any purpose until it
shall have been authenticated by the execution of the certificate,
hereon endorsed, by said Trustee under the Mortgage hereinafter
mentioned.
The provisions of this bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
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, this _______________________
<PAGE>
TRUSTEE'S CERTIFICATE
THIS BOND IS A TEMPORARY BOND OF THE ISSUE OF BONDS OF THE SERIES
DESIGNATED AS _____% SERIES DUE ______ IN THE SUPPLEMENTAL INDENTURE,
DATED AS OF ________________, TO THE MORTGAGE.
BANKERS TRUST COMPANY, TRUSTEE,
BY:_______________________________
AUTHORIZED OFFICER
Baltimore Gas and Electric Company,
ATTEST: BY:
______________________________ _____________________________
SECRETARY PRESIDENT
(Form of Reverse of Fixed Rate Bond)
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
TEMPORARY _____ % SERIES DUE ________
FIRST REFUNDING MORTGAGE BOND
(CONTINUED)
This bond is a temporary bond of an issue of bonds, known as First
Refunding Mortgage Sinking Fund Bonds or as First Refunding Mortgage
Bonds, as the case may be, issued and to be issued, under and subject
to, and equally secured by, an indenture of mortgage or deed of trust
dated the first day of February, 1919, and indentures supplemental
thereto (herein together called the "Mortgage"), executed by the
Company to Bankers Trust Company, as Trustee, to which Mortgage
reference is made for a description of the property mortgaged, the
nature and extent of the security, the rights of the holders of said
bonds under the same, and the terms and conditions upon which said
bonds are issued and secured.
This temporary bond is one of a series and is exchangeable for a
like aggregate principal amount of definitive bonds, designated as
_______% Series due _________________ First Refunding Mortgage Bonds
(hereinafter called "bonds of the Designated Series"), of said issue
of bonds when such definitive bonds are ready for delivery, upon
surrender of this bond. Bonds of the Designated Series are issued and
to be issued only as registered bonds in denominations of one thousand
dollars and multiples thereof, and in other respects shall be all of
like tenor (including date of maturity, but not including dates of
bonds).
<PAGE>
[Upon thirty days' notice in the manner and with the effect set
forth in said Mortgage, bonds of the Designated Series at any time
outstanding shall be redeemable prior to maturity, as a whole at any
time or in part from time to time, at the option of the Company, at
the applicable redemption price set forth in the tabulation below
under the heading "Regular Redemption Prices," if redeemed otherwise
than by operation of the Sinking Fund, and, at any time after July 31,
______, by the operation of the Sinking Fund provisions of the
Mortgage, at the applicable redemption price set forth in the
tabulation below under the heading "Sinking Fund Redemption Prices,"
together, in each case, with accrued interest to the date of
redemption:
Twelve Month Regular Sinking Fund
Period Redemption Redemption
Beginning Prices Prices
___________ __________ ___________
% of principal amount - % of principal amount
-
-
-
-
(after July 31, )
provided, however, that prior to _________________, none of the bonds
of the Designated Series may be redeemed] [, otherwise than pursuant
to the Sinking Fund,] [through refunding, directly or indirectly, by
or in anticipation of the incurring of any debt which has an interest
cost to the Company (as defined in the Supplemental Indenture, dated
as of ) less than % per annum.] [Bonds of the
Designated Series shall not be redeemable for any reason prior to
maturity, including by operation of the sinking fund referred to in
the following paragraph.]
Bonds of the Designated Series are entitled to the benefit of the
Sinking Fund created by the Company by its payment to the Trustee
annually, at the end of each period of one year, accounting from
August first, of a sum equal to one per cent. of the largest principal
amount of bonds, of all series, outstanding at any time during such
yearly period, to be applied to the retirement of bonds, by purchase
or redemption, such bonds to be selected by the Trustee, in its
discretion, from any one or more series of bonds as provided in said
Mortgage.
In case of certain defaults specified in said Mortgage, the
principal of all bonds of the Designated Series may be declared due
and become payable, in the manner, with the effect and subject to the
conditions provided in said Mortgage.
This temporary bond is transferable by the registered holder
hereof, in person or by his attorney, duly authorized, on the books of
the Company at said office in the Borough of Manhattan, in The City of
New York, or at such other institutions as designated by the Company
upon surrender and cancellation of this bond; and upon any such
transfer a new bond will be issued to the transferee in exchange
<PAGE>
herefor, without charge other than a sum sufficient to reimburse the
Company for any applicable tax or other governmental charge connected
therewith.
[The Company shall not be required to transfer this bond if
theretofore designated for redemption or during a period of fifteen
days preceding the mailing of notice of a partial redemption of bonds
of the Designated Series.]
As provided in the Mortgage, bonds of the Designated Series may be
exchanged for a like aggregate principal amount of bonds of the
Designated Series of other denominations.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this bond, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___ Custodian ____
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform
JT TEN - as joint tenants with Gifts to Minors
right of survivorship Act
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above
list.
_______________________________
<PAGE>
(Form of assignment on Fixed Rate Bond)
FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________
_____________________________________________________________________
_____________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP
CODE
the within bond issued by
BALTIMORE GAS AND ELECTRIC COMPANY
, and all rights thereunder, and hereby irrevocably constitutes and
appoints
________________________________ Attorney
to transfer said bond on the books of the Company with full power of
substitution in the premises.
Dated ________________________
_____________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS IT APPEARS UPON THE FACE OF THE WITHIN BOND IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER,
AND BE GUARANTEED BY THE ENDORSER'S BANK OR BROKER.
<PAGE>
<TABLE>
EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED AND PREFERENCE DIVIDEND REQUIREMENTS
<CAPTION>
12 Months Ended
December December December December December
1993 1992 1991 1990 1989
(In Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Net Income $309,866 $264,347 $233,681 $175,446 $276,291
Taxes on Income 140,833 105,994 88,041 22,818 84,704
Adjusted Net Income $450,699 $370,341 $321,722 $198,264 $360,995
Fixed Charges:
Interest and Amortization
of Debt Discount and
Expense and Premium
on all Indebtedness $199,415 $200,848 $213,616 $194,656 $167,503
Capitalized Interest 16,167 13,800 20,953 25,748 5,842
Interest Factor in Rentals 2,144 2,033 1,801 1,840 2,388
Total Fixed Charges $217,726 $216,681 $236,370 $222,244 $175,733
Preferred and Preference
Dividend Requirements: (1)
Preferred and Preference
Dividends $ 41,839 $ 42,247 $ 42,746 $ 40,261 $ 32,381
Income Tax Required 18,763 16,729 15,916 5,166 9,779
Total Preferred and
Preference Dividend
Requirements $ 60,602 $ 58,976 $ 58,662 $ 45,427 $ 42,160
Total Fixed Charges and
Preferred and Preference
Dividend Requirements $278,328 $275,657 $295,032 $267,671 $217,893
Earnings (2) $652,258 $573,222 $537,139 $394,760 $530,886
Ratio of Earnings to Fixed Charges 3.00 2.65 2.27 1.78 3.02
Ratio of Earnings to Combined
Fixed Charges and Preferred
and Preference Dividend
Requirements 2.34 2.08 1.82 1.47 2.44
<F1>
(1) Preferred and preference dividend requirements consist of an amount equal to the pre-
tax earnings which would be required to meet dividend requirements on preferred stock
and preference stock.
<F2>
(2) Earnings are deemed to consist of net income which includes earnings of BGE's
consolidated subsidiaries, equity in the net income of BGE's unconsolidated
subsidiary, income taxes (including deferred income taxes and investment tax credit
adjustments), and fixed charges other than capitalized interest.
</TABLE>
<PAGE>
Exhibit 24 (b)
Coopers certified public accountants
& Lybrand
CONSENT OF INDEPENDENT ACCOUNTANTS
______
We consent to the incorporation by reference in Post-
Effective Amendment No. 1 to Form S-3 Registration (No. 33-50331)
covering $250,000,000 Baltimore Gas and Electric Company First
Refunding Mortgage Bonds (the "Registration Statement") of our
report, dated January 15, 1993, 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, 1992 and 1991 and for the years ended December
31, 1992, 1991 and 1990; and of our report dated April 16, 1993
on our audits of the financial statements of the Baltimore Gas
and Electric Company Employee Savings Plan as of December 31,
1992 and 1991 and for the years ended December 31, 1992, 1991 and
1990, respectively. Such reports, 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, 1992 as amended by a
Form 8 dated April 27, 1993.
We also consent to the reference to our firm under the
caption "Experts" in the Registration Statement.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Baltimore, Maryland
February 28, 1994
