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Registration No. 33-50331
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 2
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.)
39 W. Lexington Street
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
39 W. Lexington Street
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
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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 times of payment of
interest, redemption, tender and sinking fund terms,
remarketing provisions, 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 1996.
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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 at 7 World
Trade Center, Suite 1300, New York, New York 10048. 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, 1995 (the "1995 Form 10-K").
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
(c) The Company's Current Report on Form 8-K filed February
6, 1996.
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.
The Company is engaged in diversified businesses primarily
through four wholly owned subsidiaries, Constellation Holdings,
Inc. and its subsidiaries (collectively, the Constellation
Companies), BGE Home Products & Services, Inc. (HP&S) and its
subsidiary Maryland Environmental Systems, Inc. (MES), BGE Energy
Projects & Services, Inc. (EP&S), and BNG, Inc. The
Constellation Companies' businesses are concentrated in three
major areas - power generation projects, financial investments,
and real estate projects (including senior living facilities).
HP&S and MES are engaged in the sales and service of gas and
electric appliances, kitchen remodeling, the installation and
servicing of heating and air conditioning systems, and plumbing.
EP&S provides a broad range of customized energy services to
major customers which include electrical system improvements,
lighting and mechanical engineering services, campus and multi-
building systems, brokering and associated financial contracts
and district chilled water systems. BNG, Inc. engages in natural
gas brokering.
The executive offices of the Company are located in the Gas
and Electric Building, 39 W. Lexington Street, Baltimore,
Maryland 21201; its mailing address is P. O. Box 1475,
Baltimore, Maryland 21203; and its telephone number is (410) 234-
5000.
The Company and Potomac Electric Power Company ("Pepco") on
September 22, 1995, signed an Agreement and Plan of Merger that
provides for the merger of both companies into Constellation
Energy Corporation (a new company created for use in the merger)
upon satisfaction of various conditions and the receipt of
required regulatory approvals. For details about the pending
merger, see the Company's Report on Form 10-Q for the quarter
ended March 31, 1996, and 1995 Form 10-K (see "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE") as well as the Registration
Statement on Form S-4 (Registration No. 33-64799) which is filed
as an exhibit to this registration statement by incorporation by
reference.
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
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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 March 31, 1996 were
$200,912,000 and 5.84%, 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," and the Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the
Reports on Forms 10-K and 10-Q that are incorporated by
reference.
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
------------------------------------------------------------
March 31, December 31,
--------- -----------------------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
3.47 3.21 3.14 3.00 2.65 2.27
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 subsequently supplemented, amended and restated and as it is
to be supplemented by a supplemental indenture for each series of
New Bonds (such indenture, as so supplemented, amended and
restated, 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
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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. For each series
of New Bonds issued in the form of variable rate remarketed new
bonds (the "Remarketed New Bonds"), there will also be other
provisions, including interest rate resets, remarketing
provisions, the Company's annual right to redeem the Remarketed
New Bonds, and the holders' annual right to tender the Remarketed
New Bonds (in which case the remarketing agent will use its best
efforts to remarket the tendered Remarketed New Bonds and may at
its option purchase the tendered Remarketed New Bonds; any
tendered Remarketed New Bonds not remarketed or purchased by the
remarketing agent must be repurchased and retired by the
Company); these other provisions are described generally in the
section of this Prospectus titled "Additional Provisions
Applicable to Remarketed New Bonds" and a specific description
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 System" below.
Interest, payable at the times and at the rate(s) (or the
method of determining such rate(s)) set forth in such Prospectus
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
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 depositary 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.
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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
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.
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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 Mortgage.
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
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
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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.
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. Any series of New Bonds issued as Remarketed New Bonds
will be redeemable annually at the option of the Company at 100%
of principal plus accrued interest, and the holder will have an
annual right to tender the Remarketed New Bonds at such price,
all as described later in this Prospectus under the heading
"Additional Provisions Applicable to Remarketed New Bonds -
Annual Remarketing Date, Redemption and Tender Provisions." 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 Article X,
Section 2, and supplemental indenture relating to such series of
New Bonds, paragraph number 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,
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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 Article X,
Section 3, and supplemental indenture relating to such series of
New Bonds, paragraph number 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.
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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 granting
clauses; Article III, Section 2; Article IV, Sections 1 and 3;
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
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 March 31, 1996,
approximately $762,354,000 principal amount of Bonds was issuable
under clause (b) above, and approximately $640,192,000 principal
amount of Bonds was issuable under clause (d) above.
(For applicable provisions of the Mortgage, see Article I,
Sections 3, 5, 6, 7 and 8; and the definitions in Article XIV.)
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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 Article V,
Section 2; Article IX; Article XII; and Article XIII, Section 5.)
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.
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(For applicable provisions of the Mortgage, see Article V,
Sections 4, 5, 6 and 15.)
The Trustee
The Trustee is the registrar and paying agent under the
Mortgage and will serve as calculation agent for Bonds with
floating rates.
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 Article IX;
and Article XII, Sections 1 and 9.)
Additional Provisions Applicable To Remarketed New Bonds
The Company may issue one or more series of New Bonds in the
form of Remarketed New Bonds. In the applicable Prospectus
Supplement, the Company will designate one or more remarketing
agents for the series, each a "Remarketing Agent."
Initial Terms
The interest rate for a series of Remarketed New Bonds will
float. The Prospectus Supplement for any series of Remarketed
New Bonds will specify whether the interest rate will be reset
daily, weekly, monthly, quarterly, semi-annually or annually. It
will set forth the index by which the interest rate will be
determined such as LIBOR or Federal Funds Rate; the spread over
such index; and the interest payment dates.
Annual Remarketing Date, Redemption and Tender Provisions
The applicable Prospectus Supplement will specify an annual
remarketing date for each series of Remarketed New Bonds.
Pursuant to terms described in the Prospectus Supplement, the
Remarketing Agent, prior to the annual remarketing date, will
determine the applicable interest rate period, index, and spread,
and the Remarketing Agent will provide recordholders with this
information. The recordholders may do nothing, in which case
they will continue to hold the Remarketed New Bonds, or may
tender all or a portion of their Remarketed New Bonds. If the
Remarketed New Bonds are tendered, the recordholders will receive
principal plus accrued interest. The Remarketing Agent will
attempt on a best efforts basis to remarket the tendered
Remarketed New Bonds at a price of 100% of the principal amount
and may, at its option purchase any tendered Remarketed New Bonds
at such price; and, the Company will repurchase and retire on the
annual remarketing date any remaining unsold tendered Remarketed
New Bonds at a price of 100% of the principal amount, plus
accrued interest.
Remarketed New Bonds are subject to the sinking fund
provisions described in this Prospectus. Remarketed New Bonds
- 12 -
<PAGE>
also are subject to redemption at the Company's option on any
annual remarketing date at 100% of principal together with
accrued interest.
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
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.
- 13 -
<PAGE>
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
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, 1995 and 1994 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, 1995, and the consolidated financial
statement schedules listed in Item 14(a)(1) and (2) of the 1995
Form 10-K incorporated by reference in this Prospectus from the
1995 Form 10-K have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and
auditing.
- 14 -
<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 13
Legal Opinions 14
Experts 14
$250,000,000
[Company logo goes here]
First Refunding Mortgage Bonds
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee .$ 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
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
II-1
<PAGE>
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
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."
II-2
<PAGE>
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. 2 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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3, Form S-8 or Form F-3, and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
II-3
<PAGE>
of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
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. 2 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 11th day of June, 1996.
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. 2 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 June 11, 1996
Board and Director
Principal financial and
accounting officer:
/s/ C. W. Shivery
_____________________ Vice President June 11, 1996
C. W. Shivery
Directors:
*H. Furlong Baldwin
*Beverly B. Byron
*J. Owen Cole
*Dan A. Colussy
*E. A. Crooke
*Jerome W. Geckle Directors June 11, 1996
*G. V. McGowan
*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. (Designated as Exhibit 1(a) to
Form S-3 Registration Statement, Registration No.
33-50331.)
1(b)* - Form of Interest Calculation Agency Agreement.
(Designated as Exhibit 1(b) to Form S-3
Registration Statement, Registration No. 33-50331.)
2* - Registration Statement on Form S-4 of Constellation
Energy Corporation, as amended, which became
effective February 9, 1996, Registration No. 33-
64799. (Designated as Exhibit 2(d) in Form 10-K for
fiscal year ended 1995, File No. 1-1910.)
4(a)(1)* - Form of Supplemental Indenture between the Company
and Bankers Trust Company, Trustee. (Designated as
Exhibit 4(a) to Form S-3 Registration Statement,
Registration No. 33-50331.)
4(a)(2) - Form of Supplemental Indenture for Remarketed New
Bonds between the Company and Bankers Trust
Company, Trustee.
4(b)* - Form of Floating Rate Bond. (Designated as Exhibit
4(b) to Form S-3 Registration Statement,
Registration No. 33-50331.)
4(c)* - Form of Fixed Rate Bond. (Designated as Exhibit
4(c) to Form S-3 Registration Statement,
Registration No. 33-50331.)
4(d) - Form of Remarketed Bond.
4(e) - Form of Remarketing Agreement.
12* - Computation of Ratio of Earnings to Fixed Charges.
(Designated as Exhibit 12 to Form 10-Q for the
quarter ended March 31, 1996, File No. 1-1910.)
23(a)* - Consent of Company Counsel. (Designated as Exhibit
5 to Form S-3 Registration Statement, Registration
No. 33-50331.)
23(b) - Consent of Coopers & Lybrand L.L.P., Independent
Certified Public Accountants.
24* - 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 4(a)(2)
(Form of Supplemental Indenture for Remarketed New Bonds)
Counterpart No. _____ of 50
============================================================
BALTIMORE GAS AND ELECTRIC COMPANY
TO
BANKERS TRUST COMPANY, Trustee
_______________
SUPPLEMENTAL INDENTURE
Supplementing Deed of Trust dated February 1, 1919
as subsequently supplemented, amended and restated
_______________
TO SECURE
$_________
Remarketed Floating Rate 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 an indenture of mortgage or deed of
trust dated February 1, 1919 (which as subsequently amended,
supplemented and/or restated is hereinafter called the "Refunding
Mortgage") 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,
<PAGE>
2
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 other
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
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
<PAGE>
3
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
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:
<PAGE>
4
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, 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 Remarketed Floating
Rate Series due _____________, First Refunding Mortgage Bonds
(hereinafter called "bonds of the Designated Series" or
"Remarketed New Bonds"). Bonds of the Designated Series shall be
issued only as registered 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.
[Interest on the Remarketed New Bonds shall accrue from and
include (the "Issue Date"), and shall initially be
payable quarterly in arrears on each _________, __________,
, and (the "Maturity Date")
(each, an "Interest Payment Date"). The interest rate on each
Remarketed New Bond for the initial interest period will be LIBOR
(as defined herein), with an Index Maturity of three months, plus
a spread of _____% per annum. The initial interest period will
be from and including the Issue Date to but excluding
(the "Initial Interest Period"). The interest rate on
the Remarketed New Bonds during the Initial Interest Period will
reset quarterly on _________, _______, _________, and __________
as described below. For each Interest Period thereafter (which
is the annual period from and including to but
excluding the following in each year following the
Initial Interest Period), the interest rate on each Remarketed
New Bond will be LIBOR or the Federal Funds Rate (each a "Base
Rate"), plus or minus the applicable Spread (each as defined
<PAGE>
5
herein) for such Remarketed New Bond that is determined in
accordance with the Remarketing Procedures described herein.
Each Remarketed New Bond will bear interest from its Issue
Date, pursuant to the interest rate formula determined in
accordance with the Remarketing Procedures, until the principal
thereof is paid or duly made available for payment. Interest
payments on Remarketed New Bonds will equal the amount of
interest accrued from and including the immediately preceding
Interest Payment Date in respect of which interest has been paid
or duly made available for payment (from and including the Issue
Date, if no interest has been paid or duly made available for
payment) to but excluding the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an "Interest Payment
Period").
Each Remarketed New Bond will bear interest at the rate
determined by reference to the applicable Base Rate plus or minus
the applicable Spread. The "Spread" is the number of basis
points to be added to or subtracted from the related Base Rate
applicable to such Remarketed New Bond. The "Index Maturity" is
the period to maturity of the instrument or obligation with
respect to which the related Base Rate will be calculated. The
interest rate with respect to each Base Rate will be determined
in accordance with the applicable provisions below. The interest
rate in effect on each day shall be (i) if such day is an
Interest Reset Date (as defined herein), the interest rate
determined as of the Interest Determination Date (as defined
herein) immediately preceding such Interest Reset Date or (ii) if
such day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date.
Interest on Remarketed New Bonds will be determined by
reference to the applicable Base Rate, which will, as described
below, be either (i) the Federal Funds Rate, or (ii) LIBOR. As
specified in the Remarketing Procedures described herein, the
remarketing agent will specify whether the rate of interest for a
subsequent Interest Period will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (each, an "Interest Reset
Date") on a date set by the remarketing agent. If any Interest
Reset Date for any Remarketed New Bond would otherwise be a day
that is not a business day, such Interest Reset Date will be
postponed to the next succeeding business day, except that in the
case of a Remarketed New Bond as to which LIBOR is the Base Rate
and such business day falls in the next succeeding calendar
month, such Interest Reset Date will be the immediately preceding
business day.
The interest rate applicable to each Interest Reset Date
will be the rate determined as of the applicable Interest
Determination Date on or prior to the Calculation Date (as
hereinafter defined). Unless otherwise specified by the
remarketing agent during the Base Rate and Spread Adjustment
<PAGE>
6
Period (as hereinafter defined), the "Interest Determination
Date" with respect to the Federal Funds Rate will be the business
day immediately preceding the applicable Interest Reset Date; and
the "Interest Determination Date" with respect to LIBOR will be
the second London business day immediately preceding the
applicable Interest Reset Date.
The interest rate on the Remarketed New Bonds will in no
event be higher than the maximum rate permitted by applicable
law.
The Interest Payment Date for the applicable Interest Period
will be specified in accordance with the Remarketing Procedures.
If any Interest Payment Date other than the Maturity Date for any
Remarketed New Bond would otherwise be a day that is not a
business day, such Interest Payment Date will be postponed to the
next succeeding business day, except that in the case of a
Remarketed New Bond as to which LIBOR is an applicable Base Rate
and such business day falls in the next succeeding calendar
month, such Interest Payment Date will be the immediately
preceding business day. If the Maturity Date of a Remarketed New
Bond falls on a day that is not a business day, the required
payment of principal, premium, if any, and interest will be made
on the next succeeding business day as if made on the date such
payment was due, and no interest will accrue on such payment for
the period from and after the Maturity Date to the date of such
payment on the next succeeding business day.
All percentages resulting from any calculation on Remarketed
New Bonds will be rounded to the nearest one hundred-thousandth
of a percentage point, with five-one millionths of a percentage
point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all amounts used in or
resulting from such calculation on Remarketed New Bonds will be
rounded to the nearest cent.
With respect to each Remarketed New Bond, accrued interest
is calculated by multiplying its principal amount by an accrued
interest factor. Such accrued interest factor is computed by
adding the interest factor calculated for each day in the
applicable Interest Payment Period. The interest factor for each
such day will be computed by dividing the interest rate
applicable to such day by 360.
Bankers Trust Company has been appointed the "Calculation
Agent. " Upon request of the holder of any Remarketed New Bond,
the Calculation Agent will disclose the interest rate then in
effect and, if determined, the interest rate that will become
effective as a result of a determination made for the next
succeeding Interest Reset Date with respect to such Remarketed
New Bond. The "Calculation Date, " if applicable, pertaining to
any Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date, or, if
such day is not a business day, the next succeeding business day
<PAGE>
7
or (ii) the business day immediately preceding the applicable
Interest Payment Date or the Maturity Date, as the case may be.
The Calculation Agent shall determine each Base Rate in
accordance with the following provisions:
Federal Funds Rate. "Federal Funds Rate" means, with respect
to any Interest Determination Date relating to a Remarketed New
Bond for which the interest rate is determined with reference to
the Federal Funds Rate (a "Federal Funds Rate Interest
Determination Date"), the rate on such date for United States
dollar federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not published by 3:00 p.m.,
New York time, on the related Calculation Date, the rate on such
Federal Funds Rate Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective
Rate." If such rate is not published in either H.15(519) or
Composite Quotations by 3:00 p.m., New York City time, on the
related Calculation Date, then the Federal Funds Rate on such
Federal Funds Rate Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the
rates for the last transaction in overnight United States dollar
federal funds arranged by three leading brokers of federal funds
transactions in The City of New York (which may include the
Calculation Agent or its affiliates) selected by the Calculation
Agent prior to 9:00 a.m., New York City time, on such Federal
Funds Rate Interest Determination Date; provided, however, that
if the brokers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination
Date will be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date.
LIBOR. "LIBOR" means the rate determined in accordance with
the following provisions:
(i) With respect to any Interest Determination Date relating
to a Remarketed New Bond for which the interest rate is
determined with reference to LIBOR (a "LIBOR Interest
Determination Date"), LIBOR will be the rate for deposits in U.S.
dollars having the applicable Index Maturity, commencing on such
Interest Reset Date, that appears on the Telerate Page 3750 as of
11:00 a.m., London time, on such LIBOR Interest Determination
Date. If no such rate appears, as applicable, LIBOR on such
LIBOR Interest Determination Date will be determined in
accordance with the provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on
which no rate appears on Telerate Page 3750 as specified in
clause (i) above, the Calculation Agent will request the
principal London offices of each of four major reference banks in
the London interbank market, as selected by the Calculation
Agent, to provide the Calculation Agent with its offered
quotation for deposits in U.S. dollars for the period of the
<PAGE>
8
applicable Index Maturity, commencing on the applicable Interest
Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such LIBOR Interest
Determination Date and in a principal amount that is
representative for a single transaction in such market at such
time. If at least two such quotations are so provided, then
LIBOR on such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two such
quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., in The City of New York, on
such LIBOR Interest Determination Date by three major banks
selected by the Calculation Agent for loans in U.S. dollars to
leading European banks, having the applicable Index Maturity and
in a principal amount that is representative for a single
transaction in such market at such time; provided, however, that
if the banks so selected by the Calculation Agent are not quoting
as mentioned in this sentence, LIBOR determined as of such LIBOR
Interest Determination Date will be LIBOR in effect on such LIBOR
Interest Determination Date.
"Telerate Page 3750" means the display on the Dow Jones
Telerate Service designated as Page 3750 (or any successor
service) for the purpose of displaying the London interbank rates
of major banks for U.S. dollar deposits.
REMARKETING PROVISIONS
The Remarketed New Bonds will be remarketed annually
until maturity or redemption on of each year beginning
(the "Annual Remarketing Date") in accordance with the
following remarketing procedures (the "Remarketing Procedures").
Each remarketing will take place over a 45-day period consisting
of a Base Rate and Spread Adjustment Period (30-45 calendar days
prior to each Annual Remarketing Date), Tender Period (15-30
calendar days prior to each Annual Remarketing Date) and a
Remarketing Period (10-15 calendar days prior to each Annual
Remarketing Date).
Base Rate And Spread Adjustment Period
During the Base Rate and Spread Adjustment Period, the
remarketing agent, will, after canvassing the market and
considering prevailing market conditions, establish the Base Rate
and Spread (the "Applicable Interest Rate") and the reset and
payment frequency for the subsequent Interest Period. By 10:00
a.m. on the 30th day prior to the Annual Remarketing Date (or if
such day is not a business day in The City of New York and the
City of Baltimore, the business day immediately preceding such
day), the remarketing agent shall deliver to the Trustee and the
Company an officer's certificate establishing the Applicable
Interest Rate, Interest Payment Dates, Interest Reset Dates and
other relevant terms for such subsequent Interest Period. If the
remarketing agent fails to deliver timely such officer's
certificate, the Applicable Interest Rate in effect for the
<PAGE>
9
subsequent Interest Period will be that in effect during the
immediately preceding Interest Period.
Tender Period
During the Tender Period, the recordholder of such
Remarketed New Bonds must notify the remarketing agent of its
election either (i) to tender some or all of the principal amount
thereof or (ii) to hold some or all of the principal amount of
such Remarketed New Bonds for the next Interest Period, provided
that such election may be made only with respect to a principal
amount of $1,000 or a greater integral multiple thereof.
Recordholders who fail to elect to tender some or all
of the principal amount of their Remarketed New Bonds or fail to
elect to hold such principal amount for a new Interest Period
shall, if a remarketing has occurred, be deemed to have elected
to continue to hold all of such untendered principal amount for
the succeeding Interest Period and the interest rate thereon will
automatically be reset to the new Applicable Interest Rate. ANY
NOTICE GIVEN TO THE REMARKETING AGENT TO TENDER, HOLD, OR
PURCHASE REMARKETED NEW BONDS IS IRREVOCABLE.
Remarketing Period
During the Remarketing Period, the remarketing agent
will attempt, on a best efforts basis, to remarket the tendered
Remarketed New Bonds at a price of 100% of the aggregate
principal amount so tendered. There is no assurance that the
remarketing agent will be able to remarket the entire principal
amount of Remarketed New Bonds tendered in a remarketing.
In the event that the remarketing agent is unable to
remarket some or all of the tendered Remarketed New Bonds and
opts not to purchase the tendered Remarketed New Bonds, the
Company will unconditionally repurchase and retire the remaining
unsold tendered Remarketed New Bonds at a price of 100% of the
principal amount, plus accrued interest, if any, to the Annual
Remarketing Date.]
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 (as
defined below) 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
<PAGE>
10
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 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 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 shall
be redeemable prior to maturity, as a whole, or in part, at the
option of the Company, on any Annual Remarketing Date at 100% of
principal amount, 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 100% of principal amount, together, in
each case, with accrued interest to the date of redemption.
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
<PAGE>
11
as to grant to the Trustee any rights as against any holder of
any 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
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>
12
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>
13
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>
14
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>
15
SCHEDULE
<PAGE>
Exhibit 4(d)
(Form of Remarketed Floating Rate Bond)
Registered Registered
(Form of Face of Remarketed 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.]
REMARKETED 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. during the initial interest period, 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. On each Annual
Remarketing Date (as defined herein), as described in the remarketing
procedures on the reverse hereof, the remarketing agent will determine
a new base rate (either LIBOR or the Federal Funds Rate) plus or minus
a spread (together, the "Applicable Interest Rate") and the interest
<PAGE>
reset and payment frequency (daily, weekly, monthly, quarterly, semi-
annually, or annually), to be applicable for each subsequent interest
period.
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
TRUSTEE'S CERTIFICATE
THIS BOND IS ONE OF THE ISSUE OF BONDS OF THE SERIES DESIGNATED
AS REMARKETED 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 Remarketed Floating Rate Bond)
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
REMARKETED FLOATING RATE SERIES DUE ________
FIRST REFUNDING MORTGAGE BOND
(CONTINUED)
<PAGE>
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
the first day of February, 1919, as subsequently supplemented, amended
and restated (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 Remarketed Floating
Rate Series due __________________ First Refunding Mortgage Bonds
(hereinafter called "bonds of the Designated Series" or "Remarketed
New Bonds"), 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).
[Interest on the Remarketed New Bonds shall accrue from and
include (the "Issue Date"), and shall initially be payable
quarterly in arrears on each _________, __________, ,
and (the "Maturity Date") (each, an "Interest
Payment Date"). The interest rate on each Remarketed New Bond for the
initial interest period will be LIBOR (as defined herein), with an
Index Maturity of three months, plus a spread of _____% per annum.
The initial interest period will be from and including the Issue Date
to but excluding (the "Initial Interest Period"). The
interest rate on the Remarketed New Bonds during the Initial Interest
Period will reset quarterly on _________, _______, _________, and
__________ as described below. For each Interest Period thereafter
(which is the annual period from and including to but
excluding the following in each year following the Initial
Interest Period), the interest rate on each Remarketed New Bond will
be LIBOR or the Federal Funds Rate (each a "Base Rate"), plus or minus
the applicable Spread (as defined herein) for such Remarketed New Bond
that is determined in accordance with the Remarketing Procedures
described herein.
Each Remarketed New Bond will bear interest from its Issue Date,
pursuant to the interest rate formula determined in accordance with
the Remarketing Procedures, until the principal thereof is paid or
duly made available for payment. Interest payments on Remarketed New
Bonds will equal the amount of interest accrued from and including the
immediately preceding Interest Payment Date in respect of which
interest has been paid or duly made available for payment (from and
including the Issue Date, if no interest has been paid or duly made
available for payment) to but excluding the applicable Interest
Payment Date or the Maturity Date, as the case may be (each, an
"Interest Payment Period").
Each Remarketed New Bond will bear interest at the rate
determined by reference to the applicable Base Rate plus or minus the
applicable Spread. The "Spread" is the number of basis points to be
<PAGE>
added to or subtracted from the related Base Rate applicable to such
Remarketed New Bond. The "Index Maturity" is the period to maturity
of the instrument or obligation with respect to which the related Base
Rate will be calculated. The interest rate with respect to each Base
Rate will be determined in accordance with the applicable provisions
below. The interest rate in effect on each day shall be (i) if such
day is an Interest Reset Date (as defined herein), the interest rate
determined as of the Interest Determination Date (as defined herein)
immediately preceding such Interest Reset Date or (ii) if such day is
not an Interest Reset Date, the interest rate determined as of the
Interest Determination Date immediately preceding the most recent
Interest Reset Date.
Interest on Remarketed New Bonds will be determined by reference
to the applicable Base Rate, which will, as described below, be either
(i) the Federal Funds Rate, or (ii) LIBOR. As specified in the
Remarketing Procedures described herein, the remarketing agent will
specify whether the rate of interest for a subsequent Interest Period
will be reset daily, weekly, monthly, quarterly, semi-annually or
annually (each, an "Interest Reset Date") on a date set by the
remarketing agent. If any Interest Reset Date for any Remarketed New
Bond would otherwise be a day that is not a business day, such
Interest Reset Date will be postponed to the next succeeding business
day, except that in the case of a Remarketed New Bond as to which
LIBOR is the Base Rate and such business day falls in the next
succeeding calendar month, such Interest Reset Date will be the
immediately preceding business day.
The interest rate applicable to each Interest Reset Date will be
the rate determined as of the applicable Interest Determination Date
on or prior to the Calculation Date (as hereinafter defined). Unless
otherwise specified by the remarketing agent during the Base Rate and
Spread Adjustment Period (as hearinafter defined), the "Interest
Determination Date" with respect to the Federal Funds Rate will be the
business day immediately preceding the applicable Interest Reset Date;
and the "Interest Determination Date" with respect to LIBOR will be
the second London business day immediately preceding the applicable
Interest Reset Date.
The interest rate on the Remarketed New Bonds will in no event be
higher than the maximum rate permitted by applicable law.
The Interest Payment Date for the applicable Interest Period will
be specified in accordance with the Remarketing Procedures. If any
Interest Payment Date other than the Maturity Date for any Remarketed
New Bond would otherwise be a day that is not a business day, such
Interest Payment Date will be postponed to the next succeeding
business day, except that in the case of a Remarketed New Bond as to
which LIBOR is an applicable Base Rate and such business day falls in
the next succeeding calendar month, such Interest Payment Date will be
the immediately preceding business day. If the Maturity Date of a
Remarketed New Bond falls on a day that is not a business day, the
required payment of principal and interest will be made on the next
succeeding business day as if made on the date such payment was due,
and no interest will accrue on such payment for the period from and
after the Maturity Date to the date of such payment on the next
succeeding business day.
<PAGE>
All percentages resulting from any calculation on Remarketed New
Bonds will be rounded to the nearest one hundred-thousandth of a
percentage point, with five-one millionths of a percentage point
rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to
9.87655% (or .0987655)), and all amounts used in or resulting from
such calculation on Remarketed New Bonds will be rounded to the
nearest cent.
With respect to each Remarketed New Bond, accrued interest is
calculated by multiplying its principal amount by an accrued interest
factor. Such accrued interest factor is computed by adding the
interest factor calculated for each day in the applicable Interest
Payment Period. The interest factor for each such day will be
computed by dividing the interest rate applicable to such day by 360.
Bankers Trust Company has been appointed the "Calculation Agent."
Upon request of the holder of any Remarketed New Bond, the Calculation
Agent will disclose the interest rate then in effect and, if
determined, the interest rate that will become effective as a result
of a determination made for the next succeeding Interest Reset Date
with respect to such Remarketed New Bond. The "Calculation Date," if
applicable, pertaining to any Interest Determination Date will be the
earlier of (i) the tenth calendar day after such Interest
Determination Date, or, if such day is not a business day, the next
succeeding business day or (ii) the business day immediately preceding
the applicable Interest Payment Date or the Maturity Date, as the case
may be.
The Calculation Agent shall determine each Base Rate in
accordance with the following provisions:
Federal Funds Rate. "Federal Funds Rate" means, with respect to
any Interest Determination Date relating to a Remarketed New Bond for
which the interest rate is determined with reference to the Federal
Funds Rate (a "Federal Funds Rate Interest Determination Date"), the
rate on such date for United States dollar federal funds as published
in H.15(519) under the heading "Federal Funds (Effective)" or, if not
published by 3:00 p.m., New York time, on the related Calculation
Date, the rate on such Federal Funds Rate Interest Determination Date
as published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 p.m., New York City time, on
the related Calculation Date, then the Federal Funds Rate on such
Federal Funds Rate Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for
the last transaction in overnight United States dollar federal funds
arranged by three leading brokers of federal funds transactions in The
City of New York (which may include the Calculation Agent or its
affiliates) selected by the Calculation Agent prior to 9:00 a.m., New
York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on such
Federal Funds Rate Interest Determination Date.
<PAGE>
LIBOR. "LIBOR" means the rate determined in accordance with the
following provisions:
(i) With respect to any Interest Determination Date relating to a
Remarketed New Bond for which the interest rate is determined with
reference to LIBOR (a "LIBOR Interest Determination Date"), LIBOR will
be the rate for deposits in U.S. dollars having the applicable Index
Maturity, commencing on such Interest Reset Date, that appears on the
Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR
Interest Determination Date. If no such rate appears, as applicable,
LIBOR on such LIBOR Interest Determination Date will be determined in
accordance with the provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
no rate appears on Telerate Page 3750 as specified in clause (i)
above, the Calculation Agent will request the principal London offices
of each of four major reference banks in the London interbank market,
as selected by the Calculation Agent, to provide the Calculation Agent
with its offered quotation for deposits in U.S. dollars for the period
of the applicable Index Maturity, commencing on the applicable
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative
for a single transaction in such market at such time. If at least two
such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If
fewer than two such quotations are so provided, then LIBOR on such
LIBOR Interest Determination Date will be the arithmetic mean of the
rates quoted at approximately 11:00 a.m., in The City of New York, on
such LIBOR Interest Determination Date by three major banks selected
by the Calculation Agent for loans in U.S. dollars to leading European
banks, having the applicable Index Maturity and in a principal amount
that is representative for a single transaction in such market at such
time; provided, however, that if the banks so selected by the
Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined as of such LIBOR Interest Determination Date will be LIBOR
in effect on such LIBOR Interest Determination Date.
"Telerate Page 3750" means the display on the Dow Jones Telerate
Service designated as Page 3750 (or any successor service) for the
purpose of displaying the London interbank rates of major banks for
U.S. dollar deposits.
REMARKETING PROVISIONS
The Remarketed New Bonds will be remarketed annually until
maturity or redemption on of each year beginning
(the "Annual Remarketing Date") in accordance with the following
remarketing procedures (the "Remarketing Procedures"). Each
remarketing will take place over a 45-day period consisting of a Base
Rate and Spread Adjustment Period (30-45 calendar days prior to each
Annual Remarketing Date), Tender Period (15-30 calendar days prior to
each Annual Remarketing Date) and a Remarketing Period (10-15 calendar
days prior to each Annual Remarketing Date).
<PAGE>
Base Rate and Spread Adjustment Period
During the Base Rate and Spread Adjustment Period, the
remarketing agent will, after canvassing the market and considering
prevailing market conditions, establish the Base Rate and Spread (the
"Applicable Interest Rate") and the reset and payment frequency for
the subsequent Interest Period. By 10:00 a.m. on the 30th day prior
to the Annual Remarketing Date (or if such day is not a business day
in The City of New York and the City of Baltimore, the business day
immediately preceding such day), the remarketing agent shall deliver
to the Trustee and the Company an officer's certificate establishing
the Applicable Interest Rate, Interest Payment Dates, Interest Reset
Dates and other relevant terms for such subsequent Interest Period.
If the remarketing agent fails to deliver timely such officer's
certificate, the Applicable Interest Rate in effect for the subsequent
Interest Period will be that in effect during the immediately
preceding Interest Period.
Tender Period
During the Tender Period, the recordholder of such
Remarketed New Bonds must notify the remarketing agent of its election
either (i) to tender some or all of the principal amount thereof or
(ii) to hold some or all of the principal amount of such Remarketed
New Bonds for the next Interest Period, provided that such election
may be made only with respect to a principal amount of $1,000 or a
greater integral multiple thereof.
Recordholders who fail to elect to tender some or all of the
principal amount of their Remarketed New Bonds or fail to elect to
hold such principal amount for a new Interest Period shall, if a
remarketing has occurred, be deemed to have elected to continue to
hold all of such untendered principal amount for the succeeding
Interest Period and the interest rate thereon will automatically be
reset to the new Applicable Interest Rate. ANY NOTICE GIVEN TO THE
REMARKETING AGENT TO TENDER, HOLD, OR PURCHASE REMARKETED NEW BONDS IS
IRREVOCABLE.
Remarketing Period
During the Remarketing Period, the remarketing agent will
attempt, on a best efforts basis, to remarket the tendered Remarketed
New Bonds at a price of 100% of the aggregate principal amount so
tendered. There is no assurance that the remarketing agent will be
able to remarket the entire principal amount of Remarketed New Bonds
tendered in a remarketing.
In the event that the remarketing agent is unable to
remarket some or all of the tendered Remarketed New Bonds and opts not
to purchase the tendered Remarketed New Bonds, the Company will
unconditionally repurchase and retire the remaining unsold tendered
Remarketed New Bonds at a price of 100% of the principal amount, plus
accrued interest, if any, to the Annual Remarketing Date.]
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 or in
part, at the option of the Company, on any Annual Remarketing Date
each at 100% of principal amount if redeemed otherwise than by
operation of the Sinking Fund, and, at any time after July 31,
<PAGE>
_______, by operation of the Sinking Fund provisions of the Mortgage,
at 100% of principal amount together, in each case, with accrued
interest to the date of redemption.
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 Remarketed 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(e)
FORM OF REMARKETING AGREEMENT
This REMARKETING AGREEMENT, dated as of ____________, 1996
(the "Remarketing Agreement"), among Baltimore Gas and Electric
Company having its principal office at 39 W. Lexington Street,
Baltimore, Maryland 21201 (the "Company"); and _______________
having its principal office at___________________(the
"Remarketing Agent"); and Bankers Trust Company, a New York
Banking Corporation, as Trustee (the "Trustee") under the
Mortgage dated as of February 1, 1919, as restated in a
Supplemental Indenture dated as of June 20, 1995 (the
"Mortgage"), having its principal place of business at Four
Albany Street, New York, New York 10006.
WHEREAS, the Company proposes to issue Remarketed Floating
Rate Series due , First Refunding Mortgage Bonds (the
"Remarketed Bonds") under the Mortgage; and
NOW, THEREFORE, the Company, the Remarketing Agent, and the
Trustee (together the "parties" and each a "party"), each
intending to be legally bound, agree as follows:
Section 1. Definitions. Capitalized terms used and not
defined in the Remarketing Agreement (including Exhibit 4(e)-1)
shall have the meanings assigned to them in the Mortgage.
Section 2. Appointment and Obligations of the Remarketing
Agent. (a) The Company hereby appoints the Remarketing Agent,
and the Remarketing Agent hereby accepts such appointment, as the
exclusive remarketing agent for the purpose of (i) setting the
Applicable Interest Rate on the Remarketed Bonds, (ii) using its
best efforts to remarket the Remarketed Bonds from time to time
on behalf of the Holders thereof, and (iii) performing such other
duties as are assigned to the Remarketing Agent, all pursuant to
the procedures set forth herein.
(b) The Remarketing Agent agrees to (i) set the
Applicable Interest Rate on the Remarketed Bonds in each
remarketing after consulting with the Company's financial
executives about the same, (ii) use its best efforts to remarket
any tendered Remarketed Bonds in a regularly scheduled
remarketing from time to time, and (iii) carry out such other
duties as are assigned to the Remarketing Agent, all in
accordance with the provisions hereof.
(c) The Remarketing Agent shall not be obligated to
set the Applicable Interest Rate on the Remarketed Bonds or to
remarket tendered Remarketed Bonds at any time that any of the
conditions as set forth in Section 7 hereof shall not have been
met to the reasonable satisfaction of the Remarketing Agent.
<PAGE>
Section 3. Remarketing Procedures. The parties agree to
the initial remarketing procedures attached as Exhibit 4(e)-1 to
the Remarketing Agreement. The Remarketing Agent may, with the
consent of the Company, modify the Remarketing Procedures in the
manner set forth herein to provide for the continued remarketing
of the Remarketed Bonds so long as any such modification does not
materially and adversely affect the Holders. If the modification
affects the Trustee or the Trustee's rights or obligations under
this Remarketing Agreement, then the Trustee's consent will also
be required for such modifications. The procedures specified in
Exhibit 4(e)-1, together with any modifications adopted in
accordance with this Section 3, are referred to as the
"Remarketing Procedures" herein.
Section 4. Fees and Expenses. (a) For the performance of
its services as Remarketing Agent, the Company shall pay to the
Remarketing Agent an annual fee of ______.
(b) The Remarketing Agent may pay to selected broker-
dealers a pro rata portion of the fee described above in clause
(a), reflecting Remarketed Bonds sold through such dealers in
remarketings.
Section 5. Resignation and Removal of the Remarketing
Agent. (a) The Remarketing Agent may resign and be discharged
from its duties and obligations hereunder by giving 60 days'
prior written notice to the Company and the Trustee; provided,
however, that such resignation shall not become effective until
the Company shall have appointed a successor remarketing agent
and such successor remarketing agent, which shall be a nationally
recognized broker-dealer, shall have entered into a remarketing
agreement with the Company and the Trustee in which it shall have
agreed to conduct remarketings in accordance with the terms and
conditions of the Remarketing Agreement. In such case, the
Company will use its best efforts to appoint a successor
remarketing agent, and the Company and the Trustee will use their
best efforts to enter into such a remarketing agreement as soon
as reasonably practicable.
(b) The Company may remove the Remarketing Agent by
giving at least 60 days' prior written notice to the Remarketing
Agent and the Trustee; provided, however, that such removal shall
not become effective until the Company shall have appointed a
successor remarketing agent in accordance with the Remarketing
Agreement and such successor remarketing agent, which shall be a
nationally recognized broker-dealer, shall have entered into a
remarketing agreement with the Company and the Trustee in which
it shall have agreed to conduct remarketings in accordance with
the terms and conditions of the Remarketing Agreement.
Section 6. Dealing in the Bonds; Repurchase of Remarketing
Agent's Bonds. The Remarketing Agent, when acting as remarketing
agent or in its individual capacity, may to the extent permitted
by law, buy, sell, hold and deal in any of the Remarketed Bonds,
2
<PAGE>
including purchases for its own account of tendered Remarketed
Bonds. Notwithstanding the foregoing, the Remarketing Agent is
not obligated to purchase any Remarketed Bonds that would
otherwise remain unsold in a remarketing. If the Remarketing
Agent owns any Remarketed Bonds immediately prior to a
remarketing and if the entire principal amount of Remarketed
Bonds tendered for sale by other Holders has been sold in such
remarketing, then the Remarketing Agent may sell such principal
amount of its Remarketed Bonds in such remarketing as there are
outstanding orders to purchase which have not been filled by
Remarketed Bonds tendered for sale by Holders (other than the
Remarketing Agent). The Remarketing Agent may exercise any vote
or join in any action which any Holders of Remarketed Bonds may
be entitled to exercise or take pursuant to the Mortgage with
like effect as if it did not act in the capacity of Remarketing
Agent hereunder. The Remarketing Agent in its individual
capacity, either as principal or agent, may also engage in or
have an interest in any financial or other transaction with the
Company and the Trustee as freely as if it did not act in any
capacity hereunder (subject to any obligations under applicable
law concerning conflict of interest or self dealing or similar
matters).
Section 7. Information. (a) The Company agrees to furnish
to the Remarketing Agent copies of its Reports on Forms 10-K, 10-
Q, and 8-K within fifteen Business Days of the date on which such
document is filed with the Securities and Exchange Commission.
(b) The Company will use its best efforts to obtain
and keep in effect the qualification of the Remarketed Bonds for
sale and the determination of their eligibility for investment
under the laws of such jurisdictions as the Remarketing Agent
designates and will continue such qualifications in effect so
long as required in connection with remarketing the Remarketed
Bonds and will pay all expenses in connection therewith,
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 and the Company will pay all costs and expenses
in accordance therewith up to $5,000 per year.
During anytime when a prospectus relating to the
Remarketed Bonds is required to be delivered under the Securities
Act of 1933 (the "Act"), the Company will (i) amend or supplement
such prospectus so that it will not include an untrue statement
of a material fact or omit to state any material fact required to
be stated therein, (ii) advise the Remarketing Agent of any
downgrading in any rating of the Remarketed Bonds by any rating
agency of national standing which the Company has retained to
rate its First Refunding Mortgage Bonds; and (iii) supply such
information and documentation concerning the Company as the
Remarketing Agent or the Trustee may reasonably request.
3
<PAGE>
(c) The Company will provide to the Remarketing Agent
as soon as available after filing and in such quantities as the
Remarketing Agent reasonably requests (i) the Registration
Statement relating to the Remarketed Bonds as originally filed
(the "Registration Statement") and all pre-effective and post-
effective amendments thereto as originally filed (at least one of
which will include all exhibits except those incorporated by
reference to previous filings with the Commission); (ii) each
prospectus relating to the Remarketed Bonds; and (iii) during the
time when a prospectus relating to the Remarketed 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 Remarketed Bonds). The Company will
provide one copy of each such document to the Trustee.
Section 8. Conditions to the Obligations of the Remarketing
Agent; Termination. The obligations of the Remarketing Agent
under the Remarketing Agreement have been undertaken in reliance
on, and shall be subject to (i) the due performance by the
Company of its obligations and agreements as set forth in the
Remarketing Agreement, and (ii) the further condition that none
of the following events has occurred (a) an Event of Default
under the Mortgage shall have occurred and be continuing, or (b)
the Remarketing Agreement is terminated in accordance with its
terms.
Section 9. Indemnification and Contribution. (a) The
Company will indemnify and hold harmless the Remarketing Agent
and each person if any, who controls the Remarketing Agent
within the meaning of the Act or the Securities Exchange Act of
1934 (the "Exchange Act") against any losses, claims, damages or
liabilities, joint or several, to which such the Remarketing
Agent or such controlling person may become subject, under the
Act, or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement or the
Prospectus, or any related preliminary prospectus or arise out of
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 the Remarketing Agent and each such controlling person
for any legal or other expenses reasonably incurred by the
Remarketing Agent or such controlling person in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not
be liable to the Remarketing Agent or controlling person in any
such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in
any such documents in reliance upon and in conformity with
written information furnished to the Company by the Remarketing
Agent or such controlling person specifically for use therein
4
<PAGE>
unless such loss, claim, damage or liability arises out of the
remarketing of Remarketed Bonds occuring after the Remarketing
Agent or controlling person has notified the Company in writing
that such information should no longer be used therein. This
indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) The Remarketing Agent will indemnify and hold
harmless the Company, each of its directors, each of its officers
who have signed the Registration Statement and each person, if
any, who controls the Company within the meaning of the Act or
the Exchange Act, against any losses, claims, damages or
liabilities to which the Company or any such director, officer or
controlling person may become subject, under the Act, or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement or the Prospectus,
or any related preliminary prospectus or arise out of or are
based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information
furnished to the Company by the Remarketing Agent specifically
for use therein; and will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer
or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the
Remarketing Agent will not be liable to the Company or any such
director, officer or controlling person in any such case to the
extent that any such loss, claim, damage or liability arises out
of the remarketing of Remarketed Bonds occurring after the
Remarketing Agent has notified the Company in writing that such
information should no longer be used therein. This indemnity
agreement will be in addition to any liability which the
Remarketing Agent 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
5
<PAGE>
of the indemnified party, be counsel to the indemnifying party)
and who shall not be counsel to any other indemnified party who
may have interests conflicting with those of such indemnified
party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs
of investigation.
(d) If recovery is not available under the foregoing
indemnification provisions of this Section for any reason other
than as specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the extent
that contribution is not permitted under Section ll(f) of the
Act. In determining the amount of contribution to which the
respective parties are entitled, there shall be considered the
relative benefits received by each party from the remarketing of
the Remarketed Bonds, 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
Remarketing Agent 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
Remarketing Agent and such controlling persons were treated as
one entity for such purpose). No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
Section 10. Remarketing Agent's Performance; Duty of Care.
The duties and obligations of the Remarketing Agent shall be
determined solely by the express provisions of this Remarketing
Agreement and the Remarketed Bonds. No implied covenants or
obligations of or against the Remarketing Agent shall be read
into this Remarketing Agreement. In the absence of bad faith on
the part of the Remarketing Agent, the Remarketing Agent may
conclusively rely upon any document furnished to it which
purports to conform to the requirements of the Remarketing
Agreement, the Mortgage, or the Remarketed Bonds as to the truth
of the statements expressed in any thereof. The Remarketing
Agent shall be protected in acting upon any document or
communication reasonably believed by it to have been signed,
presented or made by the proper party or parties. The
Remarketing Agent shall not incur any liability to the Company,
the Trustee or to any Holder of Remarketed Bonds in its
individual capacity or as Remarketing Agent for any action or
failure to act in connection with a remarketing or otherwise,
except as a result of its negligence or willful misconduct.
6
<PAGE>
Section 11. Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN SUCH STATE.
Section 12. Term of Agreement. Unless otherwise terminated
in accordance with the provisions hereof, the Remarketing
Agreement shall remain in full force and effect from the date
hereof until the first day thereafter on which no Remarketed
Bonds are outstanding. Regardless of any termination of the
Remarketing Agreement pursuant to any of the provisions hereof,
the obligations of the parties pursuant to Section 9 hereof shall
remain operative and in full force and effect.
Section 13. Successors and Assigns. The rights and
obligations of the Company hereunder may not be assigned or
delegated to any other person without the prior written consent
of the Remarketing Agent and the Trustee, provided that no such
consent shall be required for the assignment of the Company's
rights and obligations by operation of law to Constellation
Energy Corporation upon the merger of the Company into
Constellation Energy Corporation. The rights and obligations of
the Remarketing Agent hereunder may not be assigned or delegated
to any other person without the prior written consent of the
Company and the Trustee. The rights and obligations of the
Trustee hereunder may not be assigned or delegated to any other
person without the prior written consent of the Company and the
Remarketing Agent. The Remarketing Agreement shall inure to the
benefit of and be binding upon the Company, the Trustee, the
Remarketing Agent and their respective successors and assigns,
and will not confer any benefit upon any other person or entity.
The terms "successors" and "assigns" shall not include any
purchaser of any of the Remarketed Bonds merely because of such
purchase.
Section 14. Headings. Section headings have been inserted
in the Remarketing Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are
not a part of the Remarketing Agreement and will not be used in
the interpretation of any provisions of the Remarketing
Agreement.
Section 15. Severability. If any provision of the
Remarketing Agreement shall be held or deemed to be or shall, in
fact, be invalid, inoperative or unenforceable as applied in any
particular case in any or all jurisdictions because it conflicts
with any provisions of any constitution, statute, rule or public
policy or for any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid,
inoperative or unenforceable in any other case, circumstance or
jurisdiction, or of rendering any other provision or provisions
of the Remarketing Agreement invalid, inoperative or
unenforceable to any extent whatsoever.
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<PAGE>
Section 16. Counterparts. The Remarketing Agreement may be
executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same
document.
Section 17. Remarketing Agent Not Acting as Underwriter.
It is understood and agreed by all parties hereto that the only
obligations of the Remarketing Agent hereunder are as set forth
in the Remarketing Agreement. When engaged in remarketing any
tendered Remarketed Bonds, the Remarketing Agent shall act only
as agent for and on behalf of each Holder of the Remarketed Bonds
so tendered. The Remarketing Agent shall not act as, or be
considered to be acting as, an underwriter for such tendered
Remarketed Bonds. The Remarketing Agent shall not in any way be
obligated to advance its own funds to purchase any tendered
Remarketed Bonds (except in its respective individual capacity as
purchaser of those Remarketed Bonds it shall elect to purchase,
in its sole discretion and except as provided in the Purchase
Agreement relating to the initial issuance of the Remarketed
Bonds) or to otherwise expend or risk its own funds or incur or
become exposed to financial liability in the performance of its
duties hereunder.
Section 18. Entire Agreement; Amendments. The Remarketing
Agreement (including Exhibit 4(e)-1) contains the entire
agreement of the parties as to the subject matter hereof. The
Remarketing Agreement may be amended by any instrument in writing
signed by all of the parties hereto, but no amendment may be
adopted that is inconsistent with the Mortgage in effect as of
the date of any such amendment.
Section 19. Notices. Unless otherwise specified, any
notices, requests, consents or other communications given or made
hereunder or pursuant hereto shall be made in writing and shall
be deemed to have been validly given or made when delivered by
courier (including Federal Express) or by facsimile, addressed as
follows:
If to the Remarketing Agent:
_______________________________
_______________________________
_______________________________
Attn:___________________________
Phone:_________________________
Facsimile:_______________________
If to Trustee:
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attn: Manager, Public Utilities Group
Phone: (212) 250-6826
Facsimile: (212) 250-6725
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If to the Company:
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
Attn: Treasurer
Phone: (410) 234-7245
Facsimile: (410) 234-5367
IN WITNESS WHEREOF, each of the Company, the Trustee and
________________ has caused the Remarketing Agreement to be
executed in its name and on its behalf by one of its duly
authorized officers as of the date first above written.
BALTIMORE GAS AND ELECTRIC COMPANY
By: ___________________________
Title: ________________________
[REMARKETING AGENT]
By: ___________________________
Title: ________________________
BANKERS TRUST COMPANY,
TRUSTEE
By: ___________________________
Title: ________________________
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<PAGE>
Exhibit 4(e)-1
REMARKETING PROCEDURES
[The Remarketed Bonds will be remarketed annually until
maturity or redemption on [DATE] of each year beginning
________________ (the "Annual Remarketing Date") in accordance
with the following remarketing procedures (the "Remarketing
Procedures"). Each remarketing will take place over a 45-day
period consisting of a Base Rate and Spread Adjustment Period (30-
45 calendar days prior to each Annual Remarketing Date), Tender
Period (15-30 calendar days prior to each Annual Remarketing
Date) and a Remarketing Period (10-15 calendar days prior to each
Annual Remarketing Date).
Base Rate and Spread Adjustment Period: During the Base
Rate and Spread Adjustment Period, the Remarketing Agent will,
after canvassing the market and considering prevailing market
conditions, establish the Base Rate and Spread (the "Applicable
Interest Rate") and the reset and payment frequency for the
subsequent Interest Period. By 10:00 a.m. on the 30th day prior
to the Annual Remarketing Date (or if such day is not a business
day in The City of New York and the City of Baltimore, the
business day immediately preceding such day), the Remarketing
Agent shall deliver to the Trustee and the Company an officer's
certificate establishing the Applicable Interest Rate, Interest
Payment Dates, Interest Reset Dates and other relevant terms for
such subsequent Interest Period. If the Remarketing Agent fails
to deliver timely such officer's certificate, the Applicable
Interest Rate in effect for the subsequent Interest Period will
be that in effect during the immediately preceding Interest
Period.
Tender Period: During the Tender Period, the
recordholder of such Remarketed Bonds must notify the Remarketing
Agent of its election either (i) to tender some or all of the
principal amount thereof or (ii) to hold some or all of the
principal amount of such Remarketed Bonds for the next Interest
Period, provided that such election may be made only with respect
to a principal amount of $1,000 or a greater integral multiple
thereof.
Recordholders who fail to elect to tender some or all
of the principal amount of their Remarketed Bonds or fail to
elect to hold such principal amount for a new Interest Period
shall, if a remarketing has occurred, be deemed to have elected
to continue to hold all of such untendered principal amount for
the succeeding Interest Period and the interest rate thereon will
automatically be reset to the new Applicable Interest Rate. ANY
NOTICE GIVEN TO THE REMARKETING AGENT TO TENDER, HOLD, OR
PURCHASE REMARKETED BONDS IS IRREVOCABLE.
10
<PAGE>
Remarketing Period: During the Remarketing Period, the
Remarketing Agent will attempt, on a best efforts basis, to
remarket the tendered Remarketed Bonds at a price of 100% of the
aggregate principal amount so tendered. There is no assurance
that the Remarketing Agent will be able to remarket the entire
principal amount of Remarketed Bonds tendered in a remarketing.
In the event that the Remarketing Agent is unable to
remarket some or all of the tendered Remarketed Bonds and opts
not to purchase the tendered Remarketed Bonds, the Company will
unconditionally repurchase and retire the remaining unsold
tendered Remarketed Bonds at a price of 100% of the principal
amount, plus accrued interest, if any, to the Annual Remarketing
Date.]
[Additional procedures may be added to reflect the specific
mechanics of the annual tender process included in the Remarketed
Bonds.]
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<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
_________
We consent to the incorporation by reference in this Post-
Effective Amendment No. 2 to the Form S-3 Registration Statement
(No. 33-50331) covering $250,000,000 principal amount of
Baltimore Gas and Electric Company First Refunding Mortgage Bonds
(the "Registration Statement") of our reports, dated January 19,
1996, on our audits of the consolidated financial statements and
financial statement schedule included on Form 10-K, and our
audits of the consolidated financial statements included on Form
8-K (dated February 5, 1996) of Baltimore Gas and Electric
Company and Subsidiaries, as of December 31, 1995 and 1994 and
for the three years ended December 31, 1995.
We also consent to the reference to our firm under the caption
"Experts" in this Registration Statement.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
June 10, 1996
