<PAGE>
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
--------------------
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
(State of Incorporation)
52-0280210
(I.R.S. Employer Identification No.)
C. W. SHIVERY, VICE PRESIDENT
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 and Agent for Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: After the
effective date of this Registration Statement as determined by market
conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
--------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
TITLE OF
EACH CLASS PROPOSED PROPOSED
OF SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- -------------------------------------------------------------------------------
Medium-Term $200,000,000 100%* $200,000,000 $60,607
Notes,
Series E
===============================================================================
* Inserted solely for the purpose of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
<PAGE>
Prospectus [BGE LOGO GOES HERE]
$200,000,000
MEDIUM-TERM NOTES SERIES E
BALTIMORE GAS AND ELECTRIC COMPANY
39 W. LEXINGTON STREET
BALTIMORE, MARYLAND 21201
(410) 234-5000
________________________________________________________________________________
TERMS OF SALE
THE FOLLOWING TERMS MAY APPLY TO THE NOTES WHICH WE MAY SELL AT ONE OR MORE
TIMES. THE FINAL TERMS FOR EACH NOTE WILL BE INCLUDED IN A PRICING SUPPLEMENT.
FOR MORE DETAIL, SEE "DESCRIPTION OF NOTES." WE WILL RECEIVE BETWEEN
$199,750,000 AND $198,500,000 OF THE PROCEEDS FROM THE SALE OF THE NOTES, AFTER
PAYING THE AGENTS COMMISSIONS OF BETWEEN $250,000 AND $1,500,000.
- - Mature 9 months to 30 years
- - Fixed or floating interest rate. The floating interest rate formula would
be based on:
- Commercial paper rate
- Prime rate
- CD rate
- Federal Funds effective rate
- LIBOR
- Treasury rate
- CMT rate
- - Remarketing features
- - Certificate or book-entry form
- - Subject to redemption and repurchase at option of BGE or holder
- - Not convertible, amortized or subject to a sinking fund
- - Interest paid on fixed rate notes on May 1 and November 1
- - Interest paid on floating rate notes monthly, quarterly, semi-annually, or
annually
- - Minimum denominations of $1,000, increased in multiples of $1,000
________________________________________________________________________________
THE NOTES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION,
NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________________________________________________________________
LEHMAN BROTHERS GOLDMAN, SACHS & CO.
AGENTS
[Once the registration statement is effective, the date of the prospectus will
be inserted here.]
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from our web site at htpp://www.bge.com or at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all the notes. This prospectus is part of a registration statement
we filed with the SEC.
- - Annual Report on Form 10-K for the year ended December 31, 1995;
- - Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June
30, 1996 and September 30, 1996;
- - Registration Statement on Form S-4 of Constellation Energy Corporation, as
amended, effective February 9, 1996 (Registration No. 33-64799). This
filing describes our proposed merger with Potomac Electric Power Company;
and
- - Current Report on Form 8-K dated December 30, 1996.
You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:
Shareholder Services
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
410-783-5920
You should rely only on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. We are not making an offer of these notes in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
THE COMPANY
BGE is a public utility that has served the central Maryland area for over 175
years. We produce, purchase and sell electricity and purchase, transport and
sell natural gas. We also jointly own and operate two electric generating plants
and one hydroelectric plant in Pennsylvania.
We have several wholly owned subsidiaries:
- - Constellation Holdings and its subsidiaries are engaged in power
generation, financial investments, and real estate projects (including
senior living facilities);
- - BGE Energy Projects & Services and its subsidiaries provide commercial,
industrial and government customers with customized, comprehensive energy
packages;
2
<PAGE>
- - BNG brokers natural gas sales; and
- - BGE Home Products and Services and its subsidiaries sell, service and
install appliances and heating and cooling systems to residential and
commercial customers, and offer kitchen remodeling and plumbing services.
In addition, we own a majority interest in a general partnership that provides
district heating and chilled water systems to commercial and government
customers.
BGE and Potomac Electric Power Company (PEPCO) have agreed to merge to form
Constellation Energy.
Corporation. PEPCO is a neighboring electric utility serving Washington, D.C.
and major portions of Montgomery and Prince George's Counties in Maryland. It is
currently anticipated that the merger will be completed in 1997. The reasons for
the merger and other information about it are discussed in more detail in the
registration statement on Form S-4. See the section titled WHERE YOU CAN FIND
MORE INFORMATION.
PRICING SUPPLEMENT
The pricing supplement for each offering of notes will contain the specific
information and terms for that offering. The pricing supplement may also add,
update or change information contained in this prospectus. It is important for
you to consider the information contained in this prospectus and the pricing
supplement in making your investment decision.
USE OF PROCEEDS
The net proceeds from the sale of the notes will be used for general corporate
purposes relating to our utility business, including repayment of commercial
paper borrowings used to finance construction, other capital expenditures, and
operations. If we do not use the net proceeds immediately, we temporarily invest
them in short-term, interest-bearing obligations. For current information on our
commercial paper balances and average interest rate, see our most recent Form
10-K and 10-Q. See WHERE YOU CAN FIND MORE INFORMATION.
RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the periods indicated is as
follows:
Twelve Months Twelve Months Ended Dec. 31,
ended ----------------------------------------
Sept. 30, 1996 1995 1994 1993 1992 1991
- -------------- ---- ---- ---- ---- ----
3.50 3.21 3.14 3.00 2.65 2.27
For current information on the Ratio of Earnings to Fixed Charges, please see
our most recent Form 10-K and 10-Q. SEE WHERE YOU CAN FIND MORE INFORMATION.
3
<PAGE>
DESCRIPTION OF THE NOTES
GENERAL
We will issue the notes under an indenture between us and the Trustee, The Bank
of New York, dated July 1, 1985 and supplemented on October 1, 1987 and January
26, 1993. This prospectus briefly outlines some of the indenture provisions. If
you would like more information on these provisions, review the indenture and
its supplements that we filed with the SEC. See WHERE YOU CAN FIND MORE
INFORMATION on how to locate the indenture and the supplements. You may also
review the indenture at the Trustee's offices at 101 Barclay Street, New York,
New York.
The indenture does not limit the amount of notes that may be issued. Each series
of notes may differ as to their terms. For current information on our debt
outstanding see our most recent Form 10-K and 10-Q. SEE WHERE YOU CAN FIND MORE
INFORMATION.
The notes are unsecured and will rank equally with all our unsecured
indebtedness. The notes will be denominated in U.S. dollars and we will pay
principal and interest in U.S. dollars. The notes will not be subject to any
conversion, amortization, or sinking fund. It is anticipated that the notes will
be "book-entry," represented by a permanent global note registered in the name
of The Depository Trust Company, or its nominee. However, we reserve the right
to issue notes in certificate form registered in the name of the noteholders.
In the discussion that follows, whenever we talk about paying principal on the
notes, we mean at maturity, redemption or repurchase. Also, in discussing the
time for notices and how the different interest rates are calculated, all times
are New York City time, unless otherwise noted.
The following terms may apply to each note as specified in the applicable
pricing supplement and the note.
REDEMPTIONS
We may redeem notes at our option. Notes may be redeemable in whole or in part
in increments of $1,000 upon no more than 60, and not less than 30, days prior
notice. If we do not redeem all the notes of a series at one time, the Trustee
selects the notes to be redeemed in a manner it determines to be fair.
REPURCHASES
The noteholder may have the right to cause us to repurchase the notes. We will
repurchase the notes in whole or in part in increments of $1,000. The method for
repurchases differs for book-entry and certificate notes, and is discussed on
page 6.
REMARKETED NOTES
We may issue notes with remarketing features. The applicable pricing supplement
will describe the terms for the notes including: interest rate, remarketing
provisions, our right to redeem notes, the holders' right to tender notes, and
any other provisions.
BOOK-ENTRY NOTES - REGISTRATION, TRANSFER, AND PAYMENT OF INTEREST AND PRINCIPAL
Book-entry notes of a series will be issued in the form of a global note that
will be deposited with The Depository Trust Company, New York, New York ("DTC").
This means that we will not issue certificates to each holder. One global note
will be issued to DTC who will keep a computerized record of its participants
(for example, your broker) whose clients have purchased the notes. The
participant will then keep a record of its clients who purchased the notes.
Unless it is exchanged in whole or in part for a certificate note, a global
4
<PAGE>
note may not be transferred; except that DTC, its nominees, and their successors
may transfer a global note as a whole to one another.
Beneficial interests in global notes will be shown on, and transfers of global
notes will be made only through, records maintained by DTC and its participants.
DTC has provided us the following information: 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 United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants ("Direct Participants") deposit with DTC. DTC
also records the settlement among Direct Participants of securities
transactions, such as transfers and pledges, in deposited securities through
computerized records for Direct Participant's accounts. This eliminates the need
to exchange certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations.
DTC's book-entry system is also used by other organizations such as securities
brokers and dealers, banks and trust companies that work through a Direct
Participant. The rules that apply to DTC and its participants are on file with
the SEC.
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.
We will wire principal and interest payments to DTC's nominee. We and the
Trustee will treat DTC's nominee as the owner of the global notes for all
purposes. Accordingly, we, the Trustee and any paying agent will have no direct
responsibility or liability to pay amounts due on the global notes to owners of
beneficial interests in the global notes.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global notes as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to Direct Participants whose accounts are credited
with notes on a record date, by using an omnibus proxy. Payments by participants
to owners of beneficial interests in the global notes, and voting by
participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with notes held
for the account of customers registered in "street name." However, payments will
be the responsibility of the participants and not of DTC, the Trustee or us.
Notes represented by a global note will be exchangeable for certificate notes
with the same terms in authorized denominations only if:
- - DTC notifies us that it is unwilling or unable to continue as depositary or
if DTC ceases to be a clearing agency registered under applicable law and a
successor depositary is not appointed by us within 90 days; or
- - we determine not to require all of the notes of a series to be represented
by a global note and notify the Trustee of our decision.
5
<PAGE>
BOOK-ENTRY NOTES - METHOD OF REPURCHASE
Participants, on behalf of the owners of beneficial interests in the global
notes, may exercise the repurchase option by delivering written notice to our
paying agent at least 30, but no more than 60, days prior to the date of
repurchase. The paying agent must receive notice by 5:00 p.m. on the last day
for giving notice. Procedures for the owners of beneficial interests in global
notes to notify their participants of their desire to have their note
repurchased will be governed by the customary practices of the participant. The
written notice to the paying agent must state the principal amount to be
repurchased. It is irrevocable and a duly authorized officer of the participant
(with signatures guaranteed) must sign it.
CERTIFICATE NOTES - REGISTRATION, TRANSFER, AND PAYMENT OF INTEREST AND
PRINCIPAL
If we issue certificate notes, they will be registered in the name of the
noteholder. The notes may be transferred or exchanged, pursuant to
administrative procedures in the Indenture, without the payment of any service
charge (other than any tax or other governmental charge) by contacting the
paying agent.
Holders of over $5 million in principal amount of notes can request that payment
of principal and interest be wired to them by contacting the paying agent at the
address set forth above at least one business day prior to the payment date.
Otherwise, payments will be made by check.
CERTIFICATE NOTES - METHOD OF REPURCHASE
Noteholders desiring to exercise their repurchase option must notify the paying
agent at least 30 but not more than 45 calendar days prior to the repayment date
by providing the bank:
- - the note, with the section entitled "Option to Elect Repayment" on the
reverse of the note completed; or
- - a fax or letter (first class, postage prepaid) from a member of a national
securities exchange, the National Association of Securities Dealers, or a
bank or trust company in the United States which states the following: (a)
the name of the holder; (b) the principal amount of the note and the amount
to be repurchased; (c) the certificate number or the maturity and a
description of the terms of the note; (d) a statement that you wish to sell
all or a portion of your note; and (e) a guaranty that the note with the
section entitled "Option to Elect Repayment" on the reverse of the note
completed will be received by the paying agent within 5 business days.
The note and form must be received by the paying agent by such 5th business day.
Your notice of repurchase is irrevocable.
If you sell a portion of a note, it will be canceled and a new note for the
remaining principal amount will be issued to you.
INTEREST RATE
GENERAL
We have provided a Glossary at the end of this prospectus to define the
capitalized words used in discussing the interest rates payable on the notes.
The interest rate on the notes will either be fixed or floating. The interest
paid
6
<PAGE>
will include interest accrued to, but excluding, the date of maturity,
redemption or repurchase. Interest is generally payable to the person in whose
name the note is registered at the close of business on the record date before
each interest payment date. However, interest payable at maturity, redemption,
or repurchase will be payable to the person to whom principal is payable. The
first interest payment on any note originally issued between a record date and
interest payment date or on an interest payment date will be made on the
interest payment date after the next record date. Interest payable other than at
maturity, redemption or repurchase will be paid, at our option, by check or wire
transfer.
FIXED RATE NOTES
The applicable pricing supplement will designate the fixed rate of interest
payable on a note. Interest will be paid May 1 and November 1, and upon
maturity, redemption or repurchase. If any payment date falls on a day that is
not a Business Day, payment will be made on the next Business Day and no
additional interest will be paid. The record dates for such notes will be April
15 (for interest to be paid on May 1) and October 15 (for interest to be paid on
November 1). Interest payments will be the amount of interest accrued to, but
excluding, each May 1 and November 1. Interest will be computed using a 360-day
year of twelve 30-day months.
FLOATING RATE NOTES
GENERAL
Each floating rate note will have an interest rate formula. The formula may be
based on:
- - the commercial paper rate;
- - the prime rate;
- - the CD rate;
- - the federal funds effective rate;
- - the LIBOR;
- - the Treasury rate;
- - the CMT rate; or
- - another interest rate index.
The applicable pricing supplement will also indicate the Spread and /or
Spread Multiplier, if any. In addition, any floating rate note may have a
maximum or minimum interest rate limitation.
Upon request, the Calculation Agent will provide the current interest rate and,
if different, the interest rate which will become effective on the next Interest
Reset Date.
DATE OF INTEREST RATE CHANGE
The interest rate on each floating rate note may be reset daily, weekly,
monthly, quarterly, semi-annually, or annually. The Interest Reset Date will be:
- - for notes which reset daily, each Business Day;
- - for notes (other than Treasury rate notes) which reset weekly, the
Wednesday of each week;
- - for Treasury rate notes which reset weekly, the Tuesday of each week;
- - for notes which reset monthly, the third Wednesday of each month;
- - for notes which reset quarterly, the third Wednesday of March, June,
September and December;
- - for notes which reset semi-annually, the third Wednesday of the two months
of each year indicated in the applicable pricing supplement; and
- - for notes which reset annually, the third Wednesday of the month of each
year indicated in the applicable pricing supplement.
The initial interest rate or interest rate formula on each note effective until
the first Interest Reset Date will be indicated in the applicable pricing
supplement. Thereafter, the interest rate will be the rate determined on the
next Interest Determination Date, as explained below. Each time a new interest
rate is determined, it will become effective on the subsequent Interest Reset
Date.
7
<PAGE>
However, no changes will be made in the interest rate during the ten days prior
to the date of maturity, redemption or repurchase. If any Interest Reset Date is
not a Business Day, then the Interest Reset Date will be postponed to the next
Business Day. However, in the case of a LIBOR note, if the next Business Day is
in the next calendar month, the Interest Reset Date will be the immediately
preceding Business Day.
WHEN INTEREST RATE IS DETERMINED
The Interest Determination Date for all notes (except Treasury rate notes) is
the second Business Day before the Interest Reset Date.
The Interest Determination Date for Treasury rate notes will be the day of the
week in which the Interest Reset Date falls on which Treasury bills would
normally be auctioned. Treasury bills are usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on Tuesday. However, the auction may be held on the preceding
Friday. If an auction is held on the preceding Friday, that day will be the
Interest Determination Date pertaining to the Interest Reset Date occurring in
the next week. If an auction date falls on any Interest Reset Date then the
Interest Reset Date will instead be the first Business Day immediately following
the auction date.
WHEN INTEREST IS PAID
Interest is paid as follows:
- - for notes which reset daily or weekly, on the third Wednesday of March,
June, September and December;
- - for notes which reset monthly, on the third Wednesday of each month or on
the third Wednesday of March, June, September and December (as indicated in
the applicable pricing supplement);
- - for notes which reset quarterly, on the third Wednesday of March, June,
September, and December;
- - for notes which reset semi-annually, on the third Wednesday of the two
months specified in the applicable pricing supplement;
- - for notes which reset annually, on the third Wednesday of the month
specified in the applicable pricing supplement; and
- - at maturity, redemption or repurchase.
If interest is payable on a day which is not a Business Day, payment will be
postponed to the next Business Day. However, for LIBOR notes, if the next
Business Day is in the next calendar month, interest will be paid on the
preceding Business Day.
The record date will be 15 calendar days prior to each day interest is paid,
whether or not such day is a Business Day.
The interest payable will be the amount of interest accrued to, but excluding,
the interest payment date. However, for notes on which the interest resets daily
or weekly, the interest payable will include interest accrued to and including
the record date prior to the interest payment date. If the interest payment date
is also a day that principal is due, the interest payable will include interest
accrued to, but exclude, the date of maturity, redemption or repurchase.
The accrued interest for any period is calculated by multiplying the principal
amount of a note by an accrued interest factor. The accrued interest factor is
computed by adding the interest factor calculated for each day in the period to
the date for which accrued interest is being calculated. The interest factor
(expressed as a decimal rounded upwards if necessary, as described below) is
computed by dividing the interest rate (expressed as a decimal rounded upwards
if necessary) applicable to such date by 360, unless
8
<PAGE>
the notes are Treasury rate notes or CMT rate notes in which case it will be
divided by the actual number of days in the year.
All percentages resulting from any calculation of floating rate notes will be
rounded, if necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upwards).
COMMERCIAL PAPER RATE NOTES
Each commercial paper rate note will bear interest at the rate (calculated
with reference to the Commercial Paper Rate and the Spread and /or Spread
Multiplier, if any) specified on the commercial paper rate note and in the
applicable pricing supplement.
"Commercial Paper Rate" means, with respect to any Commercial Paper Interest
Determination Date, the Money Market Yield (calculated as described below) of
the rate on such date for commercial paper having the Index Maturity specified
in the applicable pricing supplement as published in H.15(519) under the heading
"Commercial Paper."
The following procedures will occur if the rate cannot be set as described
above:
(a) If that rate is not published in H.15(519) prior to 9:00 A.M. on the
Calculation Date, then the Commercial Paper Rate will be the Money Market Yield
of the rate on the Commercial Paper Interest Determination Date for commercial
paper having the Index Maturity specified in the applicable pricing supplement
as published in Composite Quotations under the heading "Commercial Paper."
(b) If the rate is not published or in Composite Quotations by 3:00 P.M. on the
Calculation Date, the Commercial Paper Rate for that Commercial Paper Interest
Determination Date will then be calculated by the Calculation Agent in the
following manner.
The Commercial Paper Rate will be calculated as the Money Market Yield of the
average for the offered rates, as of 11:00 A.M., on that date, of three leading
dealers of commercial paper in New York selected for commercial paper having the
applicable Index Maturity placed for an industrial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized rating agency.
(c) Finally, if fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the prior interest reset period.
PRIME RATE NOTES
Each prime rate note will bear interest at the rate (calculated with reference
to the Prime Rate and the Spread and/or Spread Multiplier, if any) specified on
the prime rate note and in the applicable pricing supplement.
"Prime Rate" means, with respect to any Prime Rate Interest Determination Date,
the rate set forth on such date in H.15(519) under the heading "Bank Prime
Loan."
The following procedures will occur if the rate cannot be set as described
above:
(a) If that rate is not published in H.15(519) prior to 9:00 A.M. on the
Calculation Date, then the Prime Rate will be the average (rounded upwards, if
9
<PAGE>
necessary, to the next higher one-hundred thousandth of a percentage point) of
the rates of interest publicly announced by each bank that appear on the Reuters
Screen NYMF Page as its prime rate or base lending rate as in effect for that
Prime Rate Interest Determination Date.
(b) If fewer than four, but more than one, rates appear on the Reuters Screen
NYMF Page, the Prime Rate will be the average of the prime rates (quoted on the
basis of the actual number of days in the year divided by a 360-day year) as of
the close of business on the Prime Rate Interest Determination Date by four
major money center banks in New York selected by the Calculation Agent.
(c) If fewer than two rates appear, the Prime Rate shall be determined on the
basis of the rates furnished in New York by the appropriate number of substitute
banks or trust companies organized and doing business under the laws of the
United States, or any State thereof, having total equity capital of at least
$500 million and being subject to supervision or examination by a Federal or
State authority, as selected by the Calculation Agent.
(d) Finally, if the banks are not quoting as mentioned above, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the prior interest reset period.
CD RATE NOTES
Each CD rate note will bear interest at the rate (calculated with reference to
the CD Rate and the Spread and/or Spread Multiplier, if any) specified on the CD
rate note and in the applicable pricing supplement.
"CD Rate" means, with respect to any CD Rate Interest Determination Date, the
rate on that date for negotiable certificates of deposit having the Index
Maturity specified in the applicable pricing supplement as published in
H.15(519) under the heading "CDs (Secondary Market)."
The following procedures will occur if the rate cannot be set as described
above:
(a) If that rate is not published in H.15(519) prior to 9:00 A.M. on the
Calculation Date, then the CD Rate will be the rate on that CD Rate Interest
Determination Date for negotiable certificates of deposit having the applicable
Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit."
(b) If that rate is not published in Composite Quotations by 3:00 P.M. on that
Calculation Date, the CD Rate for that CD Interest Determination Date shall be
calculated by the Calculation Agent as follows:
The CD Rate will be calculated as the average of the secondary market offered
rates, as of 10:00 A.M., of three leading nonbank dealers of negotiable U.S.
dollar certificates of deposit in New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States money market banks
with a remaining maturity closest to the Index Maturity specified in the
applicable pricing supplement in a denomination of $5,000,000.
(c) Finally, if fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the prior interest reset period.
FEDERAL FUNDS EFFECTIVE RATE NOTES
Each federal funds effective rate note will bear interest at the rate
(calculated with reference to the Federal Funds Effective Rate and the Spread
and/or Spread Multiplier, if any) specified on
10
<PAGE>
the federal funds effective rate note and in the applicable pricing supplement.
"Federal Funds Effective Rate" means, with respect to any Federal Funds
Effective Interest Determination Date, the rate on such date for Federal Funds
as published in H.15(519) prior to 11:00 A.M. under the heading "Federal Funds
(Effective)."
The following procedures will occur if the rate cannot be set as described
above:
(a) If that rate is not published in H.15(519) prior to 11:00 A.M. on the
Calculation Date, then the Federal Funds Effective Rate will be the rate on that
Federal Funds Effective Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate."
(b) If that rate is not published in Composite Quotations by 3:00 P.M. on the
Calculation Date, the Federal Funds Effective Rate for that Federal Funds
Effective Interest Determination Date will be calculated by the Calculation
Agent as follows:
The Federal Funds Effective Rate will be the average of the rates, as of 11:00
A.M. on that date, for the last transaction in overnight Federal Funds arranged
by three leading brokers of federal funds transaction in New York selected by
the Calculation Agent.
(c) Finally, if fewer than three brokers are quoting as mentioned above, the
rate of interest in effect for the applicable period will be the same as the
rate of interest in effect for the prior interest reset period.
LIBOR NOTES
Each LIBOR note will bear interest at the rate (calculated with reference to
LIBOR and the Spread and/or Spread Multiplier, if any) specified on the LIBOR
note and in the applicable pricing supplement.
LIBOR will be determined by the Calculation Agent as follows:
(a) With respect to any LIBOR Interest Determination Date, LIBOR will be
determined by either:
(1) the average of the offered rates for deposits of not less than
$1,000,000 in U.S. dollars having the Index Maturity specified in the applicable
pricing supplement, beginning on the second Business Day immediately after that
date, that appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time,
on that date, if at least two offered rates appear on the Reuters Screen LIBO
Page; or
(2) the rate for deposits in U.S. dollars having the Index Maturity
designated in the applicable pricing supplement, beginning on the second London
Business Day immediately after such date, that appears on the Telerate Page 3750
as of 11:00 A.M., London time, on that date.
If neither Reuters Screen LIBO Page nor Telerate Page 3750 is specified in the
applicable pricing supplement, LIBOR will be determined as if Telerate Page 3750
had been specified.
In the case where (1) above applies, if fewer than two offered rates appear on
the Reuters Screen LIBO Page, or, in the case where (2) above applies, if no
rate appears on the Telerate Page 3750, LIBOR for that date will be determined
as follows:
(b) LIBOR will be determined based on the rates at approximately 11:00
A.M., London time, on that LIBOR Interest Determination Date at which deposits
of not less than $1,000,000 in U.S. dollars having the applicable Index Maturity
are offered to prime banks in the London interbank
11
<PAGE>
market by four major banks in the London interbank market selected by the
Calculation Agent that in the Calculation Agent's judgment is representative for
a single transaction in such market at such time (a "Representative Amount").
The offered rates must begin on the second Business Day immediately after that
LIBOR Interest Determination Date.
The Calculation Agent will request the principal London office of each such bank
to provide a quotation of its rate. If at least two such quotations are
provided, LIBOR for such date will be the average of such quotations.
(c) If fewer than two quotations are provided, LIBOR for that date will be the
average of the rates quoted at approximately 11:00 A.M., New York City time, on
such date by three major banks in New York, selected by the Calculation Agent.
The rates will be for loans in U.S. dollars to leading European banks having the
specified Index Maturity beginning on the second Business Day after that date
and in a Representative Amount.
(d) Finally, if fewer than three banks are quoting as mentioned, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the prior interest reset period.
TREASURY RATE NOTES
Each Treasury rate note will bear interest at the rate (calculated with
reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any)
specified on the Treasury rate note and in the applicable pricing supplement.
"Treasury Rate" means, with respect to any Treasury Interest Determination Date,
the rate for the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified in the applicable pricing
supplement as published in H.15(519) under the heading "U.S. Government
Securities/Treasury Bills/Auction Average (Investment)."
The following procedures will occur if the rate cannot be set as described
above:
(a) If that rate is not published in H.15(519) by 9:00 A.M. on the applicable
Calculation Date, the rate will be the auction average rate (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced by the United
States Department of the Treasury.
(b) If the results of the auction of Treasury bills having the applicable Index
Maturity are not published in H.15(519) by 9:00 A.M., or otherwise published or
reported as provided above by 3:00 P.M., on the Calculation Date, or if no
auction is held in a particular week, then the Treasury Rate shall be calculated
by the Calculation Agent as follows:
The rate will be calculated as a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the average of the secondary market bid rates as of
approximately 3:30 P.M. on the Treasury Interest Determination Date, of three
leading primary United States government securities dealers in New York selected
by the Calculation Agent for the issue of Treasury bills with a remaining
maturity closest to the specified Index Maturity.
(c) Finally, if fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the period will be the same as the rate of interest in
effect for the prior interest reset period.
CMT RATE NOTES
Each CMT rate note will bear interest at the rate (calculated with reference to
the
12
<PAGE>
CMT Rate and the Spread or Spread Multiplier, if any) specified on such CMT rate
note and in the applicable pricing supplement.
"CMT Rate" means, with respect to any CMT Interest Determination Date, the rate
displayed on the Designated CMT Telerate Page under the caption "... Treasury
Constant Maturities.. Federal Reserve Board Release H.15... Mondays
Approximately 3:45 P.M.," under the column for the applicable Index Maturity
designated in the applicable pricing supplement for:
(1) if the Designated CMT Telerate Page is 7055, the rate for the
applicable CMT Interest Determination Date; or
(2) if the Designated CMT Telerate Page is 7052, the week, or the month, as
applicable, ended immediately preceding the week in which the CMT Interest
Determination Date occurs.
The following procedures will occur if the rate cannot be set as described
above:
(a) If no page is specified in the applicable pricing supplement and on the face
of such CMT Rate Note, the Designated CMT Telerate Page shall be 7052, for the
most recent week. If such rate is no longer displayed on the relevant page, or
if it is not displayed by 3:00 P.M. on the related Calculation Date, then the
CMT Rate will be the Treasury constant maturity rate for the applicable Index
Maturity as published in the relevant H.15 (519).
(b) If that rate is no longer published in H.15(519), or is not published by
3:00 P.M. on the related Calculation Date, then the CMT Rate for such CMT
Interest Determination Date will be the Treasury constant maturity rate for the
applicable Index Maturity (or other United States Treasury rate for such Index
Maturity for that CMT Interest Determination Date with respect to such Interest
Reset Date) as may then be published by either the Federal Reserve Board or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519).
(c) If that information is not provided by 3:00 P.M. on the related Calculation
Date, then the CMT Rate for that CMT Interest Determination Date will be
calculated by the Calculation Agent as follows:
The rate will be calculated as a yield to maturity, based on the average of the
secondary market closing offer side prices as of approximately 3:30 P.M. on that
CMT Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in New York selected by the Calculation Agent. These dealers
will be selected from five such Reference Dealers.
The Calculation Agent will eliminate the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued direct noncallable
fixed rate obligations of the United States ("Treasury Note") with an original
maturity of approximately the applicable Index Maturity and a remaining term to
maturity of not less than such Index Maturity minus one year.
If two Treasury Notes with an original maturity as described in the preceding
sentence have remaining terms to maturity equally close to the applicable Index
Maturity, the quotes for the Treasury Note with the shorter remaining term to
maturity will be used.
(d) If the Calculation Agent cannot obtain three such Treasury Note quotations,
the CMT Rate for that CMT
13
<PAGE>
Interest Determination Date will be calculated by the Calculation Agent as
follows:
The rate will be calculated as a yield to maturity based on the average of the
secondary market offer side prices as of approximately 3:30 P.M. on that CMT
Interest Determination Date of three Reference Dealers in New York selected by
the Calculation Agent using the same method described above, for Treasury Notes
with an original maturity of the number of years that is the next highest to the
applicable Index Maturity with a remaining term to maturity closest to such
Index Maturity and in an amount of at least $100 million.
If three or four (and not five) of the Reference Dealers are quoting as
described above, then the CMT Rate will be based on the average of the offer
prices obtained and neither the highest nor the lowest of such quotes will be
eliminated.
(e) Finally, if fewer than three Reference Dealers are quoting as mentioned, the
rate of interest in effect for the applicable period will be the same as the
rate of interest in effect for the prior interest reset period.
EVENT OF DEFAULT
"Event of Default" means any of the following:
- - failure to pay the principal of (or premium, if any, on) any note of a
series when due and payable;
- - failure to pay for 30 days any interest on any note of any series;
- - failure to perform any other requirements in the notes, or in the indenture
in regard to such notes, for 60 days after notice; or
- - certain events of insolvency.
An Event of Default for a particular series of notes does not necessarily mean
that an Event of Default has occurred for any other series of notes issued under
the indenture. If an Event of Default shall have occurred and be continuing the
Trustee or the holders of at least 25% of the principal amount of the notes of
the series affected by an Event of Default may require us to repay the entire
principal of the notes of such series immediately. Subject to certain
conditions, this requirement may be rescinded by the holders of at least a
majority in aggregate principal amount of the notes of the series.
The Trustee must within 90 days after a default occurs, notify the holders of
the notes of the series of the default if we have not remedied it (default is
defined to include the events specified above without the grace periods or
notice). The Trustee may withhold notice to the holders of such notes of any
default (except in the payment of principal or interest) if it in good faith
considers such withholding in the interest of the holders. We are required to
file an annual certificate with the Trustee, signed by an officer, about any
default by us under any provisions of the indenture.
Subject to the provisions of the indenture relating to its duties in case of
default, the Trustee shall be under no obligation to exercise any of its rights
or powers under the indenture at the request, order or direction of any holders
unless such holders offer the Trustee reasonable indemnity. Subject to the
provisions for indemnification, the holders of a majority in principal amount of
the notes of any series may direct the time, method and place of conducting any
proceedings for any remedy available to, or exercising any trust or power
conferred on, the Trustee with respect to such notes.
14
<PAGE>
MODIFICATION OF INDENTURE
Under the indenture, our rights and obligations and the rights of the holders of
any notes may be changed. Any change requires the consent of the holders of not
less than 66 2/3% in aggregate principal amount of the outstanding notes of all
series to be affected, voting as one class. However, no changes to the terms of
payment of principal or interest, or reducing the percentage required for
changes, is effective against any holder without its consent.
CONSOLIDATION, MERGER OR SALE
We may not merge or consolidate with any corporation or sell substantially all
of our assets as an entirety unless:
- - we are the continuing corporation or the successor corporation expressly
assumes the payment of principal, and premium, if any, and interest on the
notes and the performance and observance of all the covenants and
conditions of the indenture binding on us (our proposed merger with Potomac
Electric Power Company will satisfy this requirement); and
- - we, or the successor corporation, are not immediately after the merger,
consolidation, or sale in default in the performance of a covenant or
condition in the indenture.
PLAN OF DISTRIBUTION
We may sell the notes (a) through agents; (b) through underwriters or dealers;
or (c) directly to one or more purchasers.
BY AGENTS
Notes may be sold on a continuing basis through agents designated by us. The
agents agree to use their reasonable efforts to solicit purchases for the period
of their appointment.
The notes will be sold to the public at 100% of their principal amount. Agents
will receive commissions from .125% to .75% of the principal amount per note
depending on the maturity of the note they sell. We will receive from 99.875% to
99.25% of the principal amount of each note, before deducting expenses of
approximately $310,000.
BY UNDERWRITERS
If underwriters are used in the sale, the notes will be acquired by the
underwriters for their own account. The underwriters may resell the notes 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
obligations of the underwriters to purchase the notes will be subject to certain
conditions. The underwriters will be obligated to purchase all the notes of the
series offered if any of the notes are purchased. Any initial public offering
price and any discounts or concessions allowed or re-allowed or paid to dealers
may be changed from time to time.
DIRECT SALES
Notes may also be sold directly by us. In this case, no underwriters or agents
would be involved.
GENERAL INFORMATION
Underwriters, dealers, and agents that participate in the distribution of the
notes may be underwriters as defined in the Securities Act of 1933 (the "Act"),
and any discounts or commissions received by them from us and any profit on the
resale of the notes by them may be treated as underwriting discounts and
commissions under the Act.
We may have agreements with the underwriters, dealers and agents to indemnify
them against certain civil
15
<PAGE>
liabilities, including liabilities under the Act, or to contribute with respect
to payments which the underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, us or our subsidiaries in the ordinary course of their businesses.
LEGAL OPINIONS
David A. Brune, Esq., our General Counsel, Susan Wolf, our Associate General
Counsel - Corporate, or another of our lawyers, will issue an opinion about the
legality of the notes for us. Cahill Gordon & Reindel, New York, NY will issue
an opinion for the agents or underwriters. Cahill Gordon & Reindel will rely on
the opinion of our lawyer as to matters of Maryland law and the applicability of
the Public Utility Holding Company Act of 1935.
EXPERTS
Coopers & Lybrand, L.L.P., independent accountants, audited our financial
statements and schedules incorporated by reference in this prospectus and
elsewhere in the registration statement. These documents are incorporated by
reference herein in reliance upon the authority of Coopers & Lybrand as experts
in accounting and auditing in giving the report.
16
<PAGE>
GLOSSARY
Set forth below are definitions of some of the terms used in this
Prospectus.
"BUSINESS DAY" means any day other than a Saturday or Sunday that (a) is
not a day on which banking institutions in Baltimore, Maryland, or in New York,
New York, are authorized or obligated by law or executive order to be closed,
and (b) with respect to LIBOR Notes only, is a day on which dealings in deposits
in U.S. dollars are transacted in the London interbank market.
"CALCULATION AGENT" means the entity chosen by the Company to perform the
duties related to interest rate calculations and resets for floating rate notes.
"CALCULATION DATE" means the date on which the Calculation Agent calculates
an interest rate for a floating rate note, which will be one of the following:
"PRIME RATE" - tenth day after the related Prime Rate Interest
Determination Date or, if such day is not a Business Day, the next Business
Day.
"CD RATE" - tenth day after the related CD Rate Interest
Determination Date or, if such day is not a Business Day, the next
Business Day.
"CMT RATE" - tenth day after the related CMT Rate Interest
Determination Date or, if such day is not a Business Day, the next
Business Day.
"COMMERCIAL PAPER RATE" - tenth day after the related Commercial
Paper Rate Interest Determination Date or, if such day is not a
Business Day, the next Business Day.
"LIBOR" - the LIBOR Interest Determination Date.
"TREASURY RATE" - tenth day after the related Treasury Rate
Interest Determination Date or, if such day is not a Business Day, the
next Business Day.
"FEDERAL FUNDS EFFECTIVE RATE" - tenth day after the related
Federal Funds Effective Rate Interest Determination Date or, if such
day is not a Business Day, the next Business Day.
"COMPOSITE QUOTATIONS" means the daily statistical release entitled
"Composite 3:30 P.M. Quotations for U.S. Government Securities," or any
successor publication, published by The Federal Reserve Bank of New York.
"DESIGNATED CMT TELERATE PAGE" means the display on the Dow Jones Telerate
Service on the page designated in the applicable pricing supplement and on the
face of such CMT Rate Note (or any other page as may replace such page on that
service) for the purpose of displaying Treasury Constant Maturities as reported
in H.15(519).
17
<PAGE>
"H.15(519)" means the weekly statistical release entitled "Statistical
Release H.15(519), Selected Interest Rates," or any successor publication,
published by the Board of Governors of the Federal Reserve System.
"INDEX MATURITY" means, with respect to a floating rate note, the period to
maturity of the note on which the interest rate formula is based, as indicated
in the applicable pricing supplement.
"INTEREST DETERMINATION DATE" means the date as of which the interest rate
for a floating rate note is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation Date
(except in the case of LIBOR which is calculated on the related LIBOR Interest
Determination Date). The Interest Determination Dates will be indicated in the
applicable pricing supplement and in the note.
"INTEREST RESET DATE" means the date on which a floating rate note will
begin to bear interest at the variable interest rate determined on any Interest
Determination Date. The Interest Reset Dates will be indicated in the applicable
pricing supplement and in the note.
"MONEY MARKET YIELD" is the yield (expressed as a percentage rounded
upwards, if necessary, to the next higher one-hundred thousandth of a percentage
point) calculated in accordance with the following formula:
D X 360
Money Market Yield = ___________________ X 100
360 - (D X M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
"REUTERS SCREEN LIBO PAGE" means the display designated as page "LIBO" on
the Reuters Monitor Money Rates Service (or such other page as may replace the
LIBO page on that service for the purpose of displaying London interbank offered
rates of major banks).
"REUTERS SCREEN NYMF PAGE" means the display designated as page "NYMF" on
the Reuters Monitor Money Rates Service (or such other page as may replace the
NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
"SPREAD" means the number of basis points specified in the applicable
pricing supplement as being applicable to the interest rate for a floating rate
note.
"SPREAD MULTIPLIER" means the percentage specified in the applicable
pricing supplement as being applicable to the interest rate for a floating rate
note.
"TELERATE PAGE 3750" means the display designated as page "3750" on the
Telerate Service (or such other page as may replace the 3750 page on that
service or such other service or services as may be nominated by the British
Bankers Association for the purpose of displaying London interbank offered rates
for U.S. dollar deposits).
18
<PAGE>
================================================================================
Table of Contents
Page
----
WHERE YOU CAN FIND MORE INFORMATION ..................................... 2
THE COMPANY ............................................................. 2
PRICING SUPPLEMENT ...................................................... 3
USE OF PROCEEDS ......................................................... 3
RATIO OF EARNINGS TO FIXED CHARGES ...................................... 3
DESCRIPTION OF THE NOTES ................................................ 4
General ............................................................. 4
Redemptions ......................................................... 4
Repurchases ......................................................... 4
Remarketed Notes .................................................... 4
Book-Entry Notes - Registration, Transfer,
and Payment of Interest and Principal ............................. 4
Book-Entry Notes - Method of Repurchase ............................. 6
Certificate Notes - Registration, Transfer,
and Payment of Interest and Principal ............................. 6
Certificate Notes- Method of Repurchase ............................. 6
Interest Rate ....................................................... 6
General ...................................................... 6
Fixed Rate Notes ............................................. 7
Floating Rate Notes .......................................... 7
General ...................................................... 7
Date of Interest Rate Change ................................. 7
When Interest Rate Is Determined ............................. 8
When Interest Is Paid ........................................ 8
Commercial Paper Rate Notes .................................. 9
Prime Rate Notes ............................................. 9
CD Rate Notes ................................................ 10
Federal Funds Effective Rate Notes ........................... 10
LIBOR Notes .................................................. 11
Treasury Rate Notes .......................................... 12
CMT Rate Notes ............................................... 12
Event of Default ................................................. 14
Modification of Indenture ........................................ 15
Consolidation, Merger or Sale .................................... 15
PLAN OF DISTRIBUTION .................................................... 15
LEGAL OPINIONS .......................................................... 16
EXPERTS ................................................................. 16
GLOSSARY ................................................................ 17
===============================================================================
$200,000,000
[BGE LOGO GOES HERE]
Medium-Term Notes
Series E
--------------------
PROSPECTUS
[Once the registration statement
is effective, the date of the
prospectus will be inserted here.]
--------------------
LEHMAN BROTHERS
GOLDMAN, SACHS & CO.
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee $60,607
Services of Independent Accountants 65,000*
Trustee Fees and Expenses 15,000*
Legal Fees and Expenses 35,000*
Debt Securities Rating Fees 108,500*
Printing and Delivery Expenses 15,000*
Miscellaneous Expenses 10,893*
-----------
Total $ 310,000*
______________
* Estimated
Item 15. Indemnification of Directors and Officers.
The following description of indemnification allowed under
Maryland statutory law is a summary rather than a complete
description. Reference is made to Section 2-418 of the
Corporations and Associations Article of the Maryland Annotated
Code, which is incorporated herein by reference, and the
following summary is qualified in its entirety by such reference.
By a Maryland statute, a Maryland corporation may indemnify
any director who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative ("Proceeding") by reason of the fact that he is a
present or former director of the corporation and any person who,
while a director of the corporation, is or was serving at the
request of the corporation as a director, officer, partner,
trustee, employee, or agent of another corporation, partnership,
joint venture, trust, other enterprise, or employee benefit plan
("Director"). Such indemnification may be against judgments,
penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with the Proceeding unless it is
proven that (a) the act or omission of the Director was material
to the matter giving rise to the Proceeding and (i) was committed
in bad faith, or (ii) was the result of active and deliberate
dishonesty; or (b) the Director actually received an improper
personal benefit in money, property, or services; or (c) in the
case of any criminal action or proceeding, the Director had
reasonable cause to believe his act or omission was unlawful.
However, the corporation may not indemnify any Director in
connection with a Proceeding by or in the right of the
corporation if the Director has been adjudged to be liable to the
corporation. A Director or officer who has been successful in
the defense of any Proceeding described above shall be
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 V of the Company's Charter reads as follows:
"A director or officer of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages except (i) to the extent that it is proved
that the person actually received an improper benefit or
profit in money, property, or services for the amount of the
benefit or profit in money, property or services actually
received or (ii) to the extent that a judgment or other
final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the
person's action or failure to act was the result of active
and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. It is the intent of
this Article that the liability of directors and officers
II-2
<PAGE>
shall be limited to the fullest extent permitted by the
Maryland General Corporation Law, as amended from time to
time.
Any repeal or modification of the foregoing paragraph by the
stockholders of the corporation shall not adversely affect
any right or protection of a director or officer of the
corporation existing at the time of such repeal or
modification."
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."
The Directors and officers of the Registrant are covered by
insurance indemnifying them against certain liabilities which
might be incurred by them in their capacities as such, including
certain liabilities arising under the Securities Act of 1933.
The premium for this insurance is paid by the Registrant.
Also, see indemnification provisions in the Form of Agency
Agreement and the Standard Purchase Provisions, both included in
Exhibit 1(a) to this Registration Statement.
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a part of
this 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-3
<PAGE>
(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 Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
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
II-4
<PAGE>
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-5
<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
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore,
State of Maryland on the 3rd day of January, 1997.
BALTIMORE GAS AND ELECTRIC COMPANY
(Registrant)
By: /s/ C. W. Shivery
-----------------------------
C. W. Shivery, Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement 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 January 3, 1997
Board and Director
Principal financial and
accounting officer:
/s/ C. W. Shivery Vice President January 3, 1997
- -------------------
C. W. Shivery
Directors:
* Beverly B. Byron
* J. Owen Cole
* Dan A. Colussy
* Edward A. Crooke
* James R. Curtiss Directors January 3, 1997
* Jerome W. Geckle
* Freeman A. Hrabowski III
* Nancy Lampton
* George V. McGowan
* George L. Russell, Jr.
* Michael D. Sullivan
*By: /s/ C. W. Shivery
-------------------------------
C. W. Shivery, Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number
1(a) - Form of Agency Agreement, including
Administrative Procedures; and Form of
Purchase Agreement, including Standard
Purchase Provisions.
1(b) - Form of Agreement to Maintain Agency.
1(c) - Form of Authentication Agency Agreement.
1(d) - Form of Interest Calculation Agency
Agreement.
4(a)* - Indenture dated as of July 1, 1985 between
the Company and The Bank of New York
(successor to Mercantile-Safe Deposit and
Trust Company), Trustee (Designated as
Exhibit 4(a) in File No. 2-98443 Registration
Statement).
4(b)* - Supplemental Indenture dated as of October 1,
1987 between the Company and The Bank of New
York (successor to Mercantile-Safe Deposit
and Trust Company), Trustee (Designated as
Exhibit 4(b) in Form 8-K dated November 13,
1987, File No. 1-1910).
4(c)* - Supplemental Indenture dated as of January
26, 1993 between the Company and The Bank of
New York (successor to Mercantile-Safe
Deposit and Trust Company), Trustee
(Designated as Exhibit 4(c) in Form 8-K dated
January 29, 1993, File No. 1-1910).
4(d) - Form of Medium-Term Note, Series E (Fixed
Rate).
4(e) - Form of Medium-Term Note, Series E (Floating
Rate).
5 - Opinion of Susan Wolf, Esq., Associate
General Counsel of the Company.
12* - Computation of Ratio of Earnings to Fixed
Charges (Designated as Exhibit 12 in Form
10-Q for the quarterly period ended September
30, 1996, filed November 14, 1996, File No.
1-1910).
23(a) - Consent of Susan Wolf, Esq., Associate
General Counsel of the Company (included in
Exhibit 5).
<PAGE>
23(b) - Consent of Coopers & Lybrand, Independent
Accountants.
24 - Power of Attorney.
25 - Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 (Form
T-1) of The Bank of New York (successor to
Mercantile-Safe Deposit and Trust Company),
Trustee.
99* - Corporations and Associations Article,
Section 2-418 of the Annotated Code of
Maryland (Designated as Exhibit 28(b) to the
Annual Report on Form 10-K for the year ended
December 31, 1987, File No. 1-1910).
__________________
* Incorporated by reference.
<PAGE>
Exhibit 1(a)
$200,000,000
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTES
SERIES E
FORM OF AGENCY AGREEMENT
___________, 1997
Lehman Brothers
Lehman Brothers Inc.
3 World Financial Center
12th Floor
New York, New York 10285-1200
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
1. Introduction. Baltimore Gas and Electric Company, a
Maryland corporation (the "Company"), confirms its agreement with
Lehman Brothers, Lehman Brothers Inc., and Goldman, Sachs & Co.
(individually, an "Agent" and collectively, the "Agents") with
respect to the issue and sale from time to time by the Company of
up to $200,000,000 aggregate principal amount of its Medium-Term
Notes, Series E registered under the registration statement
referred to in Section 2(a) (the "Notes"). The Notes will be
issued under an indenture, dated as of July 1, 1985, as
supplemented by the Supplemental Indentures dated as of October
1, 1987, and January 26, 1993, respectively (the "Indenture"),
between the Company and The Bank of New York (successor to
Mercantile-Safe Deposit and Trust Company) (the "Trustee").
The Notes shall have the maturity ranges (which shall be
from nine months to thirty years), annual interest rates,
redemption provisions and other terms set forth in the Prospectus
referred to in Section 2(a) as it may be supplemented from time
to time. The Notes will be issued, and the terms thereof
established, from time to time by the Company in accordance with
the Indenture, the Notes and the Procedures (as defined in
Section 3(d) hereof).
2. Representations and Warranties of the Company. The
Company represents and warrants to, and agrees with, each Agent
as follows:
<PAGE>
2
(a) A registration statement on Form S-3 (No. 333-_____),
covering $200 million principal amount of the Notes, including a
prospectus, has been filed with the Securities and Exchange
Commission ("Commission") and has become effective. Such
registration statement, including (i) the prospectus included
therein dated ______________ (such prospectus including each
document incorporated by reference therein, as may be amended or
supplemented from time to time, is hereinafter called the
"Prospectus") and (ii) all documents filed as part thereof or
incorporated by reference therein, as may be amended or
supplemented from time to time, are hereinafter called the
"Registration Statement." Any reference in this Agreement to
amending or supplementing the Prospectus shall be deemed to
include the filing of materials incorporated by reference in the
Prospectus after the Closing Date and any reference in this
Agreement to any amendment or supplement to the Prospectus shall
be deemed to include any such materials incorporated by reference
in the Prospectus after the Closing Date.
(b) The Registration Statement conforms in all respects to
the requirements of the Securities Act of 1933, as amended
("Act"), and the pertinent published rules and regulations of the
Commission thereunder ("33 Act Rules and Regulations") and the
Trust Indenture Act of 1939, as amended ("Trust Indenture Act"),
and does not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and on
the Closing Date, and at each of the times of (i) acceptance
referred to in Section 6(a) hereof, (ii) delivery referred to in
Section 6(e) hereof and (iii) amendment or supplement referred to
in Section 6(b) hereof (the Closing Date and each such time being
herein sometimes referred to as "Representation Date"), the
Registration Statement and the Prospectus will conform in all
respects to the requirements of the Act, the Trust Indenture Act
and the 33 Act Rules and Regulations and none of such documents
will contain an untrue statement of a material fact or will omit
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, except
that the foregoing does not apply to statements or omissions in
such document based upon written information furnished to the
Company by any Agent specifically for use therein. The documents
incorporated by reference in the Registration Statement or the
Prospectus pursuant to Item 12 of Form S-3 of the Act, at the
time they were filed with the Commission, complied in all
material respects with the requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and the
pertinent published rules and regulations thereunder ("Exchange
Act Rules and Regulations"). Any additional documents deemed to
be incorporated by reference in the Prospectus will, when they
are filed with the Commission, comply in all material respects
with the requirements of the Exchange Act and the Exchange Act
Rules and Regulations and will not contain an untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in
<PAGE>
3
light of the circumstances under which they were made, not
misleading.
3. Appointment as Agent; Solicitations as Agent.
(a) Subject to the terms and conditions stated herein, the
Company hereby appoints each of the Agents as an agent of the
Company for the purpose of soliciting or receiving offers to
purchase the Notes from the Company by others.
(b) On the basis of the representations and warranties
contained herein, but subject to the terms and conditions herein
set forth, each Agent agrees, as agent of the Company, to use all
reasonable efforts when requested by the Company to solicit
offers to purchase the Notes upon the terms and conditions set
forth in the Prospectus, as from time to time amended or
supplemented.
Upon receipt of notice from the Company as contemplated by
Section 4(b) hereof, each Agent shall suspend its solicitation of
purchases of Notes until such time as the Company shall have
furnished it with an amendment or supplement to the Registration
Statement or the Prospectus, as the case may be, contemplated by
Section 4(b) and shall have advised each Agent that such
solicitation may be resumed.
The Company reserves the right, in its sole discretion, to
suspend solicitation of offers to purchase the Notes commencing
at any time for any period of time or permanently. Upon receipt
of notice from the Company, the Agents will use their best
efforts promptly to suspend solicitation of offers to purchase
Notes from the Company, but in no event later than one business
day after notice, until such time as the Company has advised the
Agents that such solicitation may be resumed. For the purpose of
the foregoing sentence, "business day" shall mean any day which
is not a Saturday or a Sunday or a day on which banking
institutions in The City of New York and the City of Baltimore
are authorized or required by law or executive order to be
closed.
The Agents are authorized to solicit offers to purchase
Notes only in fully registered form, in minimum denominations of
$1,000 and integral multiples of $1,000 in excess thereof, and at
a purchase price which, unless otherwise specified in a
supplement to the Prospectus, shall be equal to 100% of the
principal amount thereof. Each Agent shall communicate to the
Company, orally or in writing, each reasonable offer to purchase
Notes received by it as Agent. The Company shall have the sole
right to accept offers to purchase the Notes and may reject any
such offer, in whole or in part. Each Agent shall have the
right, in its discretion reasonably exercised, without notice to
the Company, to reject any offer to purchase Notes received by
it, in whole or in part, and any such rejection shall not be
deemed a breach of its agreement contained herein.
<PAGE>
4
No Note which the Company has agreed to sell pursuant to
this Agreement shall be deemed to have been purchased and paid
for, or sold, by the Company until such Note shall have been
delivered to the purchaser thereof against payment by such
purchaser.
(c) At the time of delivery of, and payment for, any Notes
sold by the Company as a result of a solicitation made by, or
offer to purchase received by, an Agent, the Company agrees to
pay such Agent a commission in accordance with the schedule set
forth in Exhibit A hereto.
(d) Administrative procedures respecting the sale of Notes
(the "Procedures") shall be agreed upon from time to time by the
Agents and the Company. The initial Procedures, which are set
forth in Exhibit B hereto, shall remain in effect until changed
by agreement among the Company and the Agents. Each Agent and
the Company agree to perform the respective duties and
obligations specifically provided to be performed by each of them
herein and in the Procedures. The Company will furnish a copy of
the Procedures as from time to time in effect to
_________________ (the "Bank") which will act as the
authenticating agent for the Notes pursuant to the Authentication
Agency Agreement dated as of ____________, 1997 between the
Company and the Bank (the "Authentication Agency Agreement"), the
agent for payment, registration and notice with respect to the
Notes pursuant to the Agreement to Maintain Agency dated as of
_____________, 1997 between the Company and the Bank (the
"Agreement to Maintain Agency") and the agent for calculating
interest rates with respect to floating rate notes pursuant to
the Interest Calculation Agency Agreement dated as of
_____________, 1997 (the "Interest Calculation Agency
Agreement").
(e) The documents required to be delivered by Section 5
hereof shall be delivered at the offices of the Company, 39 W.
Lexington Street, Baltimore, Maryland, 21201, not later than 5:00
P.M., Baltimore time, on the date of this Agreement or at such
later time as may be mutually agreed by the Company and the
Agents, which in no event shall be later than the time at which
the Agents commence solicitation of purchases of Notes hereunder,
such time and date being herein called the "Closing Date."
4. Certain Agreements of the Company. The Company agrees
with the Agents that it will furnish to Cahill Gordon & Reindel,
counsel for the Agents, one signed copy of the Registration
Statement, including all exhibits and all documents incorporated
by reference, in the form it became effective and of all
amendments thereto and that, in connection with each offering of
Notes, it will take the following actions:
<PAGE>
5
(a) From the time solicitation regarding sale of the Notes
is begun until all of the Notes have been sold (i) the Company
will advise each Agent promptly of any proposal to amend or
supplement the Registration Statement or the Prospectus by means
of a post-effective amendment, sticker, or supplement (except
post-effective amendments, supplements, and stickers relating
solely to interest rates or maturities of Notes) but not by means
of incorporation of document(s) by reference into the
Registration Statement or the Prospectus; (ii) the Company will
afford the Agents a reasonable opportunity to comment on any such
proposed post-effective amendment, sticker, or supplement; (iii)
the Company will advise each Agent of the filing of any such
post-effective amendment, sticker, or supplement; and (iv) the
Company will (x) advise each Agent of the institution by the
Commission of any stop order proceedings in respect of the
Registration Statement or of any part thereof, (y) use its best
efforts to prevent the issuance of any such stop order, and (z)
if a stop order is issued, to obtain its lifting as soon as
possible.
(b) If from the time solicitation regarding sale of the
Notes is begun until all of the Notes have been sold, the Company
shall determine that it is necessary to suspend solicitation of
the Notes because of the occurrence of an event that results in
the Prospectus either (x) including an untrue statement of a
material fact or omitting to state any material fact necessary to
make the statements in such Prospectus, in light of the
circumstances under which they were made when such Prospectus was
delivered, not misleading, or (y) failing to comply with the Act,
then the Company will promptly notify each Agent to suspend
solicitation of purchases of the Notes. Notwithstanding Section
4(a) if the Company shall determine to amend or supplement the
Registration Statement or Prospectus to correct such result, it
will advise each Agent promptly and afford the Agents a
reasonable opportunity to discuss and comment upon the nature of
the disclosure in such amendment or supplement. Notwithstanding
the foregoing, if at the time of any notification to suspend
solicitations (i) this Agreement shall be in effect and any Agent
shall own any of the Notes with the intention of reselling them,
or (ii) the Company has accepted an offer to purchase Notes but
the related settlement has not occurred, then the Company,
subject to the provisions of Section 4(a) of this Agreement, will
promptly prepare and file with the Commission an amendment or
supplement which will correct such statement or omission or
effect such compliance.
(c) The Company, during the period when a prospectus
relating to the Notes is required to be delivered under the Act,
will furnish to each Agent promptly after timely filing with the
Commission all documents required to be filed pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except
those filings associated with employee benefit plans). The
Company will immediately notify each Agent of any downgrading in
the rating of the Notes or any other debt securities of the
<PAGE>
6
Company, or any proposal to downgrade the rating of the Notes or
any other debt securities of the Company, by any "nationally
recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act), as soon as the Company
learns of such downgrading or proposal to downgrade.
(d) The Company will furnish to each Agent copies of the
Registration Statement, including all exhibits except those
incorporated by reference, any related preliminary prospectus,
any related preliminary prospectus supplement, the Prospectus and
all amendments and supplements to such documents, in each case as
soon as available and in such quantities as are reasonably
requested.
(e) The Company will use its best efforts to obtain the
qualification of the Notes for sale and the determination of
their eligibility for investment under the laws of such
jurisdictions as the Agents designate and will continue such
qualifications in effect so long as required for the
distribution; provided, however, that the Company shall not be
required to qualify as a foreign corporation or to file any
consent to service of process under the laws of any jurisdiction
or to comply with any other requirements deemed by the Company to
be unduly burdensome.
(f) So long as any Notes are outstanding, the Company will
furnish to the Agents: (i) as soon as practicable after the end
of each fiscal year, a copy of its annual report to shareholders
for such year, (ii) as soon as available, a copy of each report
or definitive proxy statement of the Company filed with the
Commission under the Exchange Act or mailed to shareholders, and
(iii) from time to time, such other information concerning the
Company as you may reasonably request.
(g) The Company will pay all expenses incident to the
performance of its obligations under this Agreement, and will
reimburse each Agent for any expenses (including Blue Sky fees
and disbursements of counsel which will not in the aggregate
exceed $6,000) incurred by it in connection with qualification of
the Notes for sale and determination of their eligibility for
investment under the laws of such jurisdictions as such Agent may
designate and the printing of memoranda relating thereto, for any
filing fees charged by investment rating agencies for the rating
of the Notes, for any filing fee of the National Association of
Securities Dealers, Inc. relating to the Notes, and for the
reasonable fees and disbursements of counsel to the Agents.
(h) Not later than 45 days after the end of the 12-month
period beginning at the end of any fiscal quarter of the Company
in which the Closing Date or any other Representation Date
occurs, the Company will make generally available to its security
holders an earnings statement (which need not be audited)
covering such 12-month period which will satisfy the provisions
of Section 11(a) of the Act.
<PAGE>
7
5. Conditions of Obligations of Agents. The obligation of
each Agent under this Agreement at any time to solicit offers to
purchase the Notes is subject to the accuracy of the
representations and warranties of the Company herein on the date
hereof, on each Representation Date and on the date of each such
solicitation, to the accuracy of the statements of the Company's
officers made pursuant to the provisions hereof on each such
date, to the performance by the Company of its obligations
hereunder on or prior to each such date, and to each of the
following additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement or of any part thereof shall have been
issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Company or any Agent,
shall be contemplated by the Commission.
(b) Neither the Registration Statement nor the Prospectus,
as amended or supplemented as of any Representation Date or date
of such solicitation, as the case may be, shall contain any
untrue statement of fact which, in the opinion of any Agent, is
material or omits to state a fact which, in the opinion of such
Agent, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.
(c) There shall not have occurred (i) any suspension or
limitation of trading in securities generally on the New York
Stock Exchange other than a temporary suspension in trading to
provide for an orderly market, or any setting of minimum prices
for trading on such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-
counter market; (ii) any banking moratorium declared by Federal
or New York authorities; or (iii) any outbreak or escalation of
major hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the reasonable
judgment of such Agents, the effect of any such outbreak,
escalation, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with solicitations of
purchases of, or sales of, Notes.
(d) At the Closing Date, the Agents shall have received an
opinion, dated the Closing Date, of the General Counsel or an
Associate General Counsel of the Company, to the effect that:
(i) The Company and Constellation Holdings, Inc. have
been duly incorporated and are validly existing as
corporations in good standing under the laws of the State
of Maryland, with power and authority (corporate and
other) to own their respective properties and conduct
their respective businesses as described in the
Prospectus; and the Company is duly qualified to do
business as a foreign corporation in good standing in the
<PAGE>
8
Commonwealth of Pennsylvania and all other jurisdictions
in which the conduct of its business or the ownership of
its properties requires such qualification and the failure
to do so would have a material and adverse impact on its
financial condition;
(ii) The Indenture has been duly authorized, executed
and delivered by the Company, and is a valid instrument,
legally binding on the Company, enforceable in accordance
with its terms, except as limited by bankruptcy,
insolvency, or other laws affecting the enforcement of
creditors' rights and by general principles of equity;
(iii) The issuance and sale of Notes have been duly
authorized by all necessary corporate action of the
Company. The Notes (assuming that they have been duly
authenticated by the Trustee or a duly designated
Authentication Agent under the Indenture, which fact
counsel need not verify by an inspection of the Notes),
when issued in accordance with the provisions of this
Agreement and the Indenture, will be duly issued and
constitute legal, valid and binding obligations of the
Company enforceable in accordance with their terms and are
entitled to the benefits provided by the Indenture, except
as limited by bankruptcy, insolvency or other laws
affecting the enforcement of creditors' rights and by
general principles of equity;
(iv) The Registration Statement has become effective
under the Act and (a) to the best of such counsel's
knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are
pending or contemplated under the Act; (b) the
Registration Statement (as of its effective date) and the
Prospectus (as of the date of this Agreement) appeared to
comply as to form in all material respects with the
requirements of Form S-3 under the Act and the 33 Act
Rules and Regulations and the Trust Indenture Act; (c)
such counsel has no reason to believe that either the
Registration Statement as of its effective date or the
Prospectus as of the date of this Agreement contained any
untrue statement of a material fact or omitted to state
any material fact required to be stated therein or
necessary to make the statements therein not misleading;
(d) the descriptions in the Registration Statement and
Prospectus of statutes, legal and governmental proceedings
and contracts and other documents are accurate and fairly
present the information required to be shown; and (e) such
counsel does not know of any legal or governmental
proceedings required to be described in the Prospectus
which are not described as required, nor of any contracts
or documents of a character required to be described in
the Registration Statement or Prospectus or to be filed as
<PAGE>
9
exhibits to the Registration Statement which are not
described or filed as required; it being understood that
such counsel, in addressing the matters covered in this
paragraph (iv), need express no opinion as to the
financial statements or other financial and statistical
information contained in the Registration Statement or the
Prospectus or incorporated therein or attached as an
exhibit thereto or as to the Statement of Eligibility and
Qualification on Form T-1 of the Trustee under the
Indenture;
(v) The approval of the Public Service Commission of
Maryland necessary for the valid issuance by the Company
of Notes pursuant to this Agreement has been obtained and
continues in full force and effect. The Company has
received the approval of the Federal Energy Regulatory
Commission ("FERC") for the issuance of Notes on or before
December 31, 1998 with maturities of not more than 12
months after the date of issuance and the approval of FERC
will be required for the issuance of any Notes having such
maturities after December 31, 1998. Such counsel knows of
no other approval of any other regulatory authority which
is legally required for the valid offering, issuance, sale
and delivery of the Notes by the Company under this
Agreement (except that such opinion need not pass upon the
requirements of state securities acts);
(vi) To the best of such counsel's knowledge and
belief, the consummation of the transactions contemplated
in this Agreement and the compliance by the Company with
all the terms of the Indenture did not and will not result
in a breach of any of the terms or provisions of, or
constitute a default under, the Company's Charter or By-
Laws or any indenture, mortgage or deed of trust or other
agreement or instrument to which the Company is a party;
(vii) Each of this Agreement, the Authentication
Agency Agreement, the Agreement to Maintain Agency, the
Interest Calculation Agency Agreement and the Letter of
Representations has been duly authorized, executed and
delivered by the Company;
(viii) The Indenture is duly qualified under the Trust
Indenture Act;
(ix) The issuance, sale and delivery of the Notes as
contemplated by this Agreement are not subject to the
approval of the Commission under the provisions of the
Public Utility Holding Company Act of 1935, as amended
(the "1935 Act"); and
(x) The Notes and Indenture conform as to legal
matters with the statements concerning them in the
Registration Statement and Prospectus under the caption
<PAGE>
10
"DESCRIPTION OF NOTES" and on the cover page of the
Prospectus.
(e) At the Closing Date, the Agents shall have received a
certificate, dated the Closing Date, of the Chairman of the
Board, President or any Vice President and a principal financial
or accounting officer of the Company in which such officers, to
the best of their knowledge after reasonable investigation and
relying upon opinions of counsel to the extent legal matters are
involved, shall state that (i) the representations and warranties
of the Company in this Agreement are true and correct in all
material respects, (ii) the Company has complied with all
agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date,
(iii) no stop order suspending the effectiveness of the
Registration Statement or of any part thereof has been issued and
no proceedings for that purpose have been instituted or are
contemplated by the Commission, and (iv) subsequent to the date
of the most recent financial statements set forth or incorporated
by reference in the Prospectus, there has been no material
adverse change in the financial position or in the financial
results of operations of the Company, except as set forth or
contemplated in the Prospectus or as described in such
certificate.
(f) At the Closing Date, the Agents shall have received a
letter, dated the Closing Date, of Coopers & Lybrand, confirming
that they are independent pubic accountants within the meaning of
the Act and the 33 Act Rules and Regulations, and stating in
effect that:
(i) In their opinion, the consolidated financial
statements and supporting schedules audited by them which
are included in the Company's Form 10-K ("Form 10-K"),
which is incorporated by reference in the Registration
Statement comply in form in all material respects with the
applicable accounting requirements of the Act and the 33
Act Rules and Regulations and the Exchange Act and the
Exchange Act Rules and Regulations;
(ii) On the basis of procedures specified in such
letter (but not an audit in accordance with generally
accepted auditing standards), including reading the
minutes of meetings of the shareholders, the Board of
Directors and the Executive Committee of the Company since
the end of the year covered by the Form 10-K as set forth
in the minute books through a specified date not more than
five days prior to the Closing Date, performing the
procedures specified in Statement on Auditing Standards
No. 71, Interim Financial Information, on the unaudited
interim consolidated financial statements of the Company
incorporated by reference in the Registration Statement,
if any, and reading the latest available unaudited interim
consolidated financial statements of the Company, and
<PAGE>
11
making inquiries of certain officials of the Company who
have responsibility for financial and accounting matters
as to whether the latest available financial statements
not incorporated by reference in the Registration
Statement are prepared on a basis substantially consistent
with that of the audited consolidated financial statements
incorporated in the Registration Statement, nothing has
come to their attention that has caused them to believe
that (1) any unaudited consolidated financial statements
incorporated by reference in the Registration Statement do
not comply in form in all material respects with the
applicable requirements of the Act and the 33 Act Rules
and Regulations and the Exchange Act and the Exchange Act
Rules and Regulations or any material modifications should
be made to those unaudited consolidated financial
statements for them to be in conformity with generally
accepted accounting principles; (2) at the date of the
latest available balance sheet not incorporated by
reference in the Registration Statement there was any
change in the capital stock, change in long-term debt or
decrease in consolidated net assets or common
shareholders' equity as compared with the amounts shown in
the latest balance sheet incorporated by reference in the
Registration Statement or for the period from the closing
date of the latest income statement incorporated by
reference in the Registration Statement to the closing
date of the latest available income statement read by them
there were any decreases, as compared with the
corresponding period of the previous year, in operating
revenues, operating income, net income, the ratio of
earnings to fixed charges (measured on the most recent
twelve month period), or in earnings per share of common
stock except in all instances of changes or decreases that
the Registration Statement discloses have occurred or may
occur, or which are described in such letter; or (3) at a
specified date not more than five days prior to the
Closing Date, there was any change in the capital stock or
long-term debt of the Company or, at such date, there was
any decrease in net assets of the Company as compared with
amounts shown in the latest balance sheet incorporated by
reference in the Registration Statement, or for the period
from the closing date of the latest income statement
incorporated by reference in the Registration Statement to
a specified date not more than five days prior to the
Closing Date, there were any decreases as compared with
the corresponding period of the previous year, in
operating revenues, operating income, net income or in
earnings applicable to common stock, except in all cases
for instances of changes or decreases that the
Registration Statement discloses have occurred or may
occur, or which are described in such letter; and
(iii) Certain specified procedures have been applied
to certain financial or other statistical information (to
<PAGE>
12
the extent such information was obtained from the general
accounting records of the Company) set forth or
incorporated by reference in the Registration Statement
and that such procedures have not revealed any
disagreement between the financial and statistical
information so set forth or incorporated and the
underlying general accounting records of the Company,
except as described in such letter.
(g) The Agents shall have received from Cahill Gordon &
Reindel, counsel for the Agents, an opinion dated the Closing
Date, with respect to the matters referred to in paragraph 5(d)
subheadings (ii), (iii), (iv)b, (v), (vii), (viii) and (x) and
such other related matters as you may require and the Company
shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass on such matters.
In rendering such opinion, Cahill Gordon & Reindel may
rely, as to the incorporation of the Company, the approval of the
Public Service Commission of Maryland required for the issuance,
sale and delivery of the Notes, and all other matters governed
by the laws of the State of Maryland, the applicability of the
1935 Act and the approval of FERC for the issuance, sale and
delivery of the Notes upon the opinion of Counsel for the Company
referred to above.
In addition, such counsel shall state that such counsel
has participated in conferences with officers, counsel and other
representatives of the Company, representatives of the
independent certified public accountants for the Company and
representatives of the Agents at which the contents of the
Registration Statement and the Prospectus and related matters
were discussed; and, although such counsel is not passing upon
and does not assume responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration
Statement and Prospectus (except as to the matters referred to in
their opinion rendered pursuant to subheading (x) above), on the
basis of the foregoing (relying as to materiality to a large
extent upon the opinions of officers, counsel and other
representatives of the Company), no facts have come to the
attention of such counsel which lead such counsel to believe that
either the Registration Statement (as of its effective date) or
the Prospectus (as of the date of this Agreement), contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
such statements therein not misleading (it being understood that
such counsel need make no comment with respect to the financial
statements and other financial and statistical information
included in the Registration Statement or Prospectus or
incorporated therein or as to the Statement of Eligibility and
Qualification on Form T-l of the Trustee under the Indenture).
(h) The approval of the Public Service Commission of
Maryland necessary for the valid issuance of Notes by the Company
<PAGE>
13
pursuant to this Agreement has been obtained and continues in
full force and effect. The Company has received the approval of
FERC for the issuance of Notes on or before December 31, 1998
with maturities of not more than 12 months after the date of
issuance and the approval of FERC will be obtained before the
issuance of any Notes having such maturities after December 31,
1998.
The Company will furnish the Agents with such conformed
copies of such opinions, certificates, letters and documents as
the Agents reasonably request.
6. Additional Covenants of the Company. The Company agrees
that:
(a) Each acceptance by the Company of an offer for the
purchase of Notes shall be deemed to be an affirmation that its
representations and warranties contained in this Agreement are
true and correct at the time of such acceptance, it being
understood that such representations and warranties shall relate
to the Registration Statement and the Prospectus as amended or
supplemented at each such time. Each such acceptance by the
Company of an offer for the purchase of Notes shall be deemed to
constitute an additional representation, warranty and agreement
by the Company that, as of the settlement date for the sale of
such Notes, after giving effect to the issuance of such Notes and
of any other Notes to be issued on or prior to such settlement
date, the aggregate amount of Notes which have been issued and
sold by the Company will not exceed the amount of Notes
registered pursuant to the Registration Statement.
(b) From the time solicitation regarding the sale of the
Notes is begun until all of the Notes have been sold, each time
the Company (i) amends or supplements the Registration Statement
or the Prospectus (other than in reference solely to interest
rates or maturities of Notes) by means of a post-effective
amendment, sticker, or supplement but not by means of
incorporation of document(s) by reference into the Registration
Statement or the Prospectus; (ii) files an annual report on Form
10-K under the Exchange Act; (iii) files its quarterly reports on
Form 10-Q under the Exchange Act; and (iv) files a report on Form
8-K under the Exchange Act (the date of filing each of the
aforementioned documents is referred to as a "Representation
Date"); the Company shall furnish the Agents (but in the case of
(iv) above only if requested by the Agents) with a certificate of
the Chairman, President or any Vice President and a principal
financial or accounting officer of the Company, in form
satisfactory to the Agents, to the effect that on the
Representation Date, to the best of their knowledge after
reasonable investigation and relying upon opinions of counsel to
the extent legal matters are involved, (i) the representations
and warranties of the Company in this Agreement are true and
correct in all material respects; (ii) the Company has complied
with all agreements and satisfied all conditions on its part to
<PAGE>
14
be performed or satisfied hereunder at or prior to the
Representation Date; (iii) no stop order suspending the
effectiveness of the Registration Statement or of any part
thereof has been issued and no proceedings for that purpose have
been instituted or are contemplated by the Commission; and (iv)
subsequent to the date of the most recent financial statements
set forth or incorporated by reference in the Prospectus, there
has been no material adverse change in the financial position or
in the financial results of operations of the Company, except as
set forth in or contemplated by the Prospectus or as described in
such certificate.
(c) From the time solicitation regarding the sale of the
Notes is begun until all of the Notes have been sold, at each
Representation Date referred to in Section 6(b) (i) or (ii) and,
only if requested by the Agents, at each Representation Date
referred to in Section 6(b) (iii) or (iv), the Company shall
concurrently furnish the Agents with a written opinion or
opinions of counsel for the Company, dated the Representation
Date or the date of such filing, in form satisfactory to the
Agents, to the effect set forth in Section 5(d) hereof, but
modified, as necessary, to relate to the Registration Statement
and the Prospectus as then amended or supplemented; provided,
however, that in lieu of such opinion, counsel may furnish the
Agents with a letter to the effect that the Agents may rely on a
prior opinion delivered under Section 5(d) or this Section 6(c)
to the same extent as if it were dated the date of such letter
(except that statements in such prior opinion shall be deemed to
relate to the Registration Statement and the Prospectus as
amended or supplemented at such Representation Date).
(d) From the time solicitation regarding the sale of the
Notes is begun until all of the Notes have been sold, at each
Representation Date referred to in Section 6(b) (i) or (ii) and,
only if requested by the Agents, at each Representation Date
referred to in Section 6(b) (iii) or (iv), but in each case only
if such documents referred to in Section 6(b) include additional
financial information, the Company shall cause Coopers & Lybrand
concurrently to furnish the Agents with a letter, addressed
jointly to the Company and the Agents and dated the
Representation Date or the date of such filing, in form and
substance satisfactory to the Agents, to the effect set forth in
Section 5(f) hereof but modified to relate to the Registration
Statement and the Prospectus as amended or supplemented at such
Representation Date, with such changes as may be necessary to
reflect changes in the financial statements and other information
derived from the accounting records of the Company; provided,
however, that if the Registration Statement or the Prospectus is
amended or supplemented solely to include financial information
as of and for a fiscal quarter, Coopers & Lybrand may limit the
scope of such letter to the unaudited financial statements
included in such amendment or supplement unless there is
contained therein any other accounting, financial or statistical
information that, in the reasonable judgment of the Agents,
<PAGE>
15
should be covered by such letter, in which event such letter
shall also cover such other information and procedures as shall
be agreed upon by the Agents.
(e) On each settlement date for the sale of Notes, the
Company shall, if requested by an Agent that solicited or
received the offer to purchase any Notes being delivered on such
settlement date, furnish such Agent with a written opinion of the
General Counsel or an Associate General Counsel of the Company,
dated the date of delivery thereof, in form satisfactory to such
Agent, to the effect set forth in clauses (i), (ii), (iii) and
(v) of Section 5(d) hereof, but modified, as necessary, to relate
to the Prospectus as amended or supplemented at such settlement
date and except that such opinion shall state that the Notes
being sold by the Company on such settlement date, when delivered
against payment therefor as provided in the Indenture and this
Agreement, will have been duly executed, authenticated, issued
and delivered and will constitute valid and legally binding
obligations of the Company enforceable in accordance with their
terms, subject only to the exceptions as to enforcement set forth
in clauses (ii) and (iii) of Section 5(d) hereof, and conform to
the description thereof contained in the Prospectus as amended or
supplemented at such settlement date.
(f) The Company agrees that any obligation of a person who
has agreed to purchase Notes to make payment for and take
delivery of such Notes shall be subject to (i) the accuracy, on
the related settlement date fixed pursuant to the Procedures, of
the Company's representations and warranties deemed to be made to
the Agents pursuant to Section 2 and the last sentence of
subsection (a) of this Section 6; (ii) the satisfaction, on such
settlement date, of each of the conditions set forth in Sections
5(a), (b), (c) and (h), it being understood that under no
circumstance shall any Agent have any duty or obligation to
exercise the judgment permitted under Section 5(b) or (c) on
behalf of any such person; (iii) the absence of any change or
development involving a prospective change, not contemplated by
the Prospectus, in or affecting particularly the business or
properties of the Company which materially impairs the investment
quality of the Notes; and (iv) no downgrading in the rating of
the Company's debt securities by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule
436(g) under the Act).
7. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless each
Agent and each person if any, who controls either Agent within
the meaning of the Act or the Exchange Act against any losses,
claims, damages or liabilities, joint or several, to which such
Agent or such controlling person may become subject, under the
Act, or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
<PAGE>
16
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 each Agent and each such controlling person for any
legal or other expenses reasonably incurred by such Agent or such
controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable to such Agent or
controlling person in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or
alleged omission made in any such documents in reliance upon and
in conformity with written information furnished to the Company
by such Agent or such controlling person specifically for use
therein unless such loss, claim, damage or liability arises out
of the offer or sale of Notes occurring after such Agent or
controlling person has notified the Company in writing that such
information should no longer be used therein. This indemnity
agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each Agent will indemnify and hold harmless the
Company, each of its directors, each of its officers who have
signed the Registration Statement and each person, if any, who
controls the Company within the meaning of the Act or the
Exchange Act, against any losses, claims, damages or liabilities
to which the Company or any such director, officer or controlling
person may become subject, under the Act, or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in the Registration Statement or the Prospectus, or any
related preliminary prospectus or arise out of or are based upon
the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information
furnished to the Company by such Agent specifically for use
therein; and will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer
or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that such Agent
will not be liable to the Company or any such director, officer
or controlling person in any such case to the extent that any
such loss, claim, damage or liability arises out of the offer or
sale of Notes occurring after such Agent has notified the Company
in writing that such information should no longer be used
<PAGE>
17
therein. This indemnity agreement will be in addition to any
liability which such Agent may otherwise have.
(c) Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under (a) and (b) above,
notify the indemnifying party of the commencement thereof; but
the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party
otherwise than under this Section. In case any such action is
brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who may, with the consent
of the indemnified party, be counsel to the indemnifying party)
and who shall not be counsel to any other indemnified party who
may have interests conflicting with those of such indemnified
party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs
of investigation.
(d) If recovery is not available under the foregoing
indemnification provisions of this Section for any reason other
than as specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the extent
that contribution is not permitted under Section ll(f) of the
Act. In determining the amount of contribution to which the
respective parties are entitled, there shall be considered the
relative benefits received by each party from the offering of the
Notes (taking into account the portion of the proceeds of the
offering realized by each), the parties' relative knowledge and
access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent
any statement or omission, and any other equitable considerations
appropriate under the circumstances. The Company and the Agents
and such controlling persons agree that it would not be equitable
if the amount of such contribution were determined by pro rata or
per capita allocation (even if the Agents and such controlling
persons were treated as one entity for such purpose).
Notwithstanding the provisions of this subsection (d), no Agent
or controlling person shall be required to make contribution
hereunder which in the aggregate exceeds the total public
offering price of the Notes, distributed to the public through it
pursuant to this Agreement or upon resale of Notes purchased by
it from the Company, less the aggregate amount of any damages
which such Agent or such controlling person has otherwise been
<PAGE>
18
required to pay in respect to the same claim or substantially
similar claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The obligations of each Agent
and each controlling person in this subsection (d) to contribute
are several, in the same proportion which the amount of the Notes
which are the subject of the action and which were distributed to
the public through such Agent or such controlling person pursuant
to this Agreement bears to the total amount of such Notes
distributed to the public through any other Agent or controlling
person pursuant to this Agreement, and not joint.
8. Status of Each Agent. In soliciting offers to purchase
the Notes from the Company pursuant to this Agreement and in
assuming its other obligations hereunder (other than offers to
purchase pursuant to Section 11), each Agent is acting
individually and not jointly and is acting solely as agent for
the Company and not as principal. Each Agent will use all
reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes from
the Company has been solicited by such Agent and accepted by the
Company, but such Agent shall have no liability to the Company in
the event any such purchase is not consummated for any reason.
If the Company shall default on its obligations to deliver Notes
to a purchaser whose offer it has accepted, the Company (i) shall
hold the Agents harmless against any loss, claim or damage
arising from or as a result of such default by the Company, and
(ii), in particular, shall pay to the Agents any commission to
which they would be entitled in connection with such sale.
9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties
and other statements of the Company or its officers and of the
Agents set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation,
or statement as to the results thereof, made by or on behalf of
any Agent, the Company or any of their respective
representatives, officers or directors or any controlling person
and will survive delivery of and payment for the Notes. If this
Agreement is terminated pursuant to Section 10 or for any other
reason, the Company shall remain responsible for the expenses to
be paid or reimbursed by it pursuant to Section 4(g) and the
obligations of the Company under Sections 4(f) and (h) and the
respective obligations of the Company and the Agents pursuant to
Section 7 shall remain in effect. In addition, if any such
termination shall occur either (i) at a time when any Agent shall
own any of the Notes with the intention of reselling them or (ii)
after the Company has accepted an offer to purchase Notes and
prior to the related settlement, the obligations of the Company
under the last sentence of Section 4(b), under Sections 4(a),
4(c), 4(d), 4(e), 6(a), 6(e) and 6(f) and, in the case of a
termination occurring as described in (ii) above, under Section
<PAGE>
19
3(c) and under the last sentence of Section 8, shall also remain
in effect.
10. Termination. This Agreement may be terminated for any
reason at any time by the Company as to any Agent or, in the case
of either Agent, by such Agent insofar as this Agreement relates
to such Agent, upon the giving of one day's written notice of
such termination to the other parties hereto. Any settlement
with respect to Notes placed by an Agent occurring after
termination of this Agreement shall be made in accordance with
the Procedures and each Agent agrees, if requested by the
Company, to take the steps therein provided to be taken by such
Agent in connection with such settlement.
11. Other Sales and Purchases of Notes. From time to time,
any Agent may agree with the Company to purchase all or a portion
of Notes from the Company as an underwriter (acting either alone
or in conjunction with one or more investment banking firms) for
resale to the public. In this event, such purchase shall be made
in accordance with the terms of a separate agreement to be
entered into between such Agent and the Company in substantially
the form attached hereto as Exhibit C.
Without the oral consent (confirmed in writing) of the
Company, neither Agent shall have the right to purchase all or a
portion of the Notes for its own account. In the event the
Company consents to such purchase, the purchase shall be made in
accordance with the terms of a separate agreement to be entered
into between such Agent and the Company in substantially the form
attached hereto as Exhibit D.
Nothing in this Agreement shall prohibit the sale of all
or a portion of Notes directly by the Company to any person or
entity without the involvement of either of the Agents or from
entering into similar agreements with other firms as agents.
The Company will not appoint another agent without
providing each Agent with at least one business day's notice.
12. Notices. Except as otherwise provided herein, all
notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices
to Lehman Brothers Inc. shall be mailed, delivered or telecopied
to it at 3 World Financial Center, 12th Floor, New York, New York
10285-1200, telecopier, (212) 528-1718, Attention: Medium-Term
Note Department; notices to Goldman, Sachs & Co. shall be mailed,
delivered or telecopied to it at 85 Broad Street, New York, New
York 10004, telecopier, (212) 902-3000, Attention: Registration
Department; and notices to the Company shall be mailed, delivered
or telecopied to it at 39 W. Lexington Street, Baltimore,
Maryland 21201, telecopier, (410) 234-5367, Attention: Treasurer,
8th Floor, Gas and Electric Building, or in the case of any party
hereto, to such other address or person as such party shall
<PAGE>
20
specify to each other party by a notice given in accordance with
the provisions of this Section 12. Any such notice shall take
effect at the time of receipt.
13. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto, their respective
successors, the officers and directors and controlling persons
referred to in Section 7 and, to the extent provided in Section
6(f), any person who has agreed to purchase Notes from the
Company, and no other person will have any right or obligation
hereunder.
14. Governing Law; Counterparts. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York. This Agreement may be executed in
counterparts and the executed counterparts shall together
constitute a single instrument.
If the foregoing correctly sets forth our agreement, please
indicate your acceptance hereof in the space provided for that
purpose below.
Very truly yours,
BALTIMORE GAS AND ELECTRIC COMPANY
By: ______________________________
CONFIRMED AND ACCEPTED, as of the
date first above written:
LEHMAN BROTHERS INC.
By: ___________________________
GOLDMAN, SACHS & CO.
______________________________
Goldman, Sachs & Co.
<PAGE>
Exhibit A
to Agency Agreement
The Company agrees to pay either Agent a commission equal to
the following percentage of the principal amount of Notes sold to
purchasers solicited by such Agent:
Commission Rate
(as a percentage of
Term principal amount)
------ ------------------
9 months to less than 12 months .125
12 months to less than 18 months .15
18 months to less than 24 months .20
2 years to less than 3 years .25
3 years to less than 4 years .35
4 years to less than 5 years .45
5 years to less than 7 years .50
7 years to less than 10 years .55
10 years to less than 15 years .60
15 years to less than 20 years .65
20 years through 30 years .75
<PAGE>
Exhibit B
to Agency Agreement
Exhibit B to the Agency Agreement will be added at the time the Agency
Agreement is signed and will consist of administrative procedures agreed on by
the Company and the Agents.
<PAGE> Exhibit C
To Agency Agreement
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTES, SERIES E
FORM OF PURCHASE AGREEMENT
INCLUDING
STANDARD PURCHASE PROVISIONS
<PAGE>
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTES, SERIES E
PURCHASE AGREEMENT
________________________
(Date)
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
Dear Sirs:
Referring to the Medium-Term Notes, Series E of Baltimore Gas
and Electric Company (the "Company") covered by the registration
statement on Form S-3 (No. 333-_____), (such registration
statement, including (i) the prospectus included therein, dated
_________________, as supplemented by a prospectus supplement
dated ____________ in the form first filed under Rule 424(b)
(such prospectus as so supplemented, including each document
incorporated by reference therein is hereinafter called the
"Prospectus") and (ii) all documents filed as part thereof or
incorporated by reference therein, is hereinafter called the
"Registration Statement") on the basis of the representations,
warranties and agreements contained in this Agreement, but
subject to the terms and conditions herein set forth, the
purchaser or purchasers named in Schedule A hereto (the
"Purchasers") agree to purchase, severally, and the Company
agrees to sell to the Purchasers, severally, the respective
principal amounts of the Company's Medium-Term Notes, Series E
having the terms described below (the "Purchased Notes") set
forth opposite the name of each Purchaser on Schedule A hereto.
The price at which the Purchased Notes shall be purchased
from the Company by the Purchasers shall be ______% of the
<PAGE>
principal amount plus accrued interest, if any, from
_____________. The initial public offering price shall be _____%
of the principal amount plus accrued interest, if any, from
____________________. The Purchased Notes will be offered by the
Purchasers as set forth in the Prospectus Supplement relating to
such Purchased Notes.
The Purchased Notes will have the following terms:
Fixed Interest rate (if applicable): ________ % per annum
(accruing from )
Floating Interest Rate (if applicable):
Interest Rate Basis: ___________________
Spread: ___________________
Spread Multiplier: ___________________
Index Maturity: ___________________
Initial Interest Rate: ___________________
Maximum Interest Rate: ___________________
Minimum Interest Rate: ___________________
Interest Reset Dates: ___________________
Interest Determination Dates: ___________________
Calculation Agent: ___________________
Interest Payment Dates: ___________________
Stated Maturity: ___________________
Redeemable by the Redemption Prices
Company on or after: (% of Principal Amount):
________________ ___________________
________________ ___________________
________________ ___________________
<PAGE>
Subject to Repurchase by
the Company at the option of Repurchase Prices
the holder on: (% of Principal Amount):
________________ ___________________
________________ ___________________
________________ ___________________
The "Closing Date" shall be: ___________________
The place to which the
Purchased Notes may be
checked, packaged and
delivered shall be: ___________________
Notices to the Purchasers shall be sent to the following
address(es) or telecopier number(s):
If we are acting as Representative(s) for the several
Purchasers named in Schedule A hereto, we represent that we are
authorized to act for such several Purchasers in connection with
the transactions contemplated in this Agreement, and that, if
there are more than one of us, any action under this Agreement
taken by any of us will be binding upon all the Purchasers.
All of the provisions contained in the document entitled
"Baltimore Gas and Electric Company Standard Purchase
Provisions", a copy of which has been previously furnished to us,
are hereby incorporated by reference in their entirety and shall
be deemed to be a part of this Agreement to the same extent as if
such provisions had been set forth in full herein.
If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed
duplicate hereof, whereupon it will become a binding agreement
between the Company and the several Purchasers in accordance with
its terms.
<PAGE>
Very truly yours,
[Firm Name]
By
Title: _______________________
Acting on behalf of and as
Representative(s) of the
several Purchasers named in
Schedule A hereto.*
The foregoing Purchase
Agreement is hereby confirmed
as of the date first above
written
BALTIMORE GAS AND ELECTRIC COMPANY
By _______________________
Title: _____________________
- ---------------------------------------
* To be deleted if the Purchase Agreement is not
executed by one or more Purchasers acting as
Representative(s) of the Purchasers for purposes of this
Agreement.
<PAGE>
SCHEDULE A
Name of Purchaser Amount
- ----------------- --------
Total
---------
$
=========
<PAGE>
BALTIMORE GAS AND ELECTRIC COMPANY
STANDARD PURCHASE PROVISIONS
From time to time, Baltimore Gas and Electric Company, a
Maryland corporation ("Company") may enter into purchase
agreements that provide for the sale of designated securities to
the purchaser or purchasers named therein. The standard
provisions set forth herein may be incorporated by reference in
any such purchase agreement ("Purchase Agreement"). The Purchase
Agreement, including the provisions incorporated therein by
reference, is herein sometimes referred to as "this Agreement."
Unless otherwise defined herein, terms defined in the Purchase
Agreement are used herein as therein defined.
1. Introductory. The Company proposes to issue and sell
from time to time its Medium-Term Notes, Series E ("Notes")
registered under the registration statement referred to in
Section 2(a). The Notes will be issued under an Indenture, dated
as of July 1, 1985, between the Company and The Bank of New York
(successor to Mercantile-Safe Deposit and Trust Company), as
Trustee as supplemented by the Supplemental Indentures dated as
of October 1, 1987 and January 26, 1993, respectively (the
"Indenture"). The Notes will be sold to the Purchasers for
resale in accordance with the terms of the offering determined at
the time of the sale. The Notes involved in any such offering
are hereinafter referred to as the "Purchased Notes," and the
firm or firms, as the case may be, which agree to purchase the
same are hereinafter referred to as the "Purchasers" of such
Purchased Notes. The terms "you" and "your" refer to those
Purchasers who sign the Purchase Agreement either on behalf of
themselves only or on behalf of themselves and as representatives
of the several Purchasers named in Schedule A thereto, as the
case may be.
2. Representations and Warranties of the Company. The
Company represents and warrants to and agrees with each Purchaser
that:
(a) A registration statement on Form S-3 (No. 333-_____),
covering $200 million principal amount of the Notes,
including a prospectus has been filed with the Securities and
Exchange Commission ("Commission") and has become effective.
The terms Registration Statement and Prospectus shall have
the meanings ascribed to them in the Purchase Agreement.
(b) The Registration Statement conforms in all respects
to the requirements of the Securities Act of 1933, as amended
("Act"), and the pertinent published rules and regulations of
the Commission thereunder ("33 Act Rules and Regulations")
and the Trust Indenture Act of 1939, as amended ("Trust
Indenture Act"), and does not include any untrue statement of
a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements
therein not misleading, except that the foregoing does not
apply to statements or omissions in such document based upon
<PAGE>
2
written information furnished to the Company by any Purchaser
specifically for use therein. The documents incorporated by
reference in the Registration Statement or the Prospectus
pursuant to Item 12 of Form S-3 of the Act, at the time they
were filed with the Commission, complied in all material
respects with the requirements of the Securities Exchange Act
of 1934, as amended ("Exchange Act"), and the pertinent
published rules and regulations thereunder ("Exchange Act
Rules and Regulations"). Any additional documents deemed to
be incorporated by reference in the Prospectus will, when
they are filed with the Commission, comply in all material
respects with the requirements of the Exchange Act and the
Exchange Act Rules and Regulations and will not contain an
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances
under which they were made, not misleading.
3. Delivery and Payment. The Company will deliver the
Purchased Notes to you for the accounts of the Purchasers, at the
offices of the Trustee (at the place specified in the Purchase
Agreement) against payment of the purchase price by certified or
official bank check or checks in same day or New York or
Baltimore Clearing House funds drawn to the order of the Company,
at the office of the Company, 39 W. Lexington Street, Baltimore,
Maryland, at the time set forth in this Agreement or at such
other time not later than seven full business days thereafter as
you and the Company determine, such time being herein referred to
as the "Closing Date." The Purchased Notes so to be delivered
will be in definitive fully registered form registered in such
denominations, of $1,000 or multiples thereof, and in such names
as you request in writing not later than 3:00 p.m., New York
Time, on the third full business day prior to the Closing Date,
or, if no such request is received, in the names of the
respective Purchasers in the amounts agreed to be purchased by
them pursuant to this Agreement. The Company shall make the
Purchased Notes available for checking and packaging at the
offices of the Trustee (at the place specified in the Purchase
Agreement) prior to the Closing Date and, unless prevented from
doing so by circumstances beyond its control, not later than 2:00
p.m., New York Time, on the business day next preceding the
Closing Date. If you request that any Purchased Notes be issued
in a name or names other than that of the Purchaser agreeing to
purchase such Purchased Notes hereunder, the Company shall not be
obligated to pay any transfer taxes resulting therefrom. The
Notes may also be represented by a permanent global Note or
Notes, registered in the name of The Depository Trust Company, as
depositary (the "Depositary"), or a nominee of the Depositary
(each such Note represented by a permanent global Note being
referred to herein as a "Book-Entry Note"). Beneficial interests
in Book-Entry Notes will only be evidenced by, and transfers
thereof will only be effected through, records maintained by the
Depositary's participants.
<PAGE>
3
4. Offering by the Purchasers. The several Purchasers
propose to offer the Purchased Notes for sale to the public as
set forth in the Prospectus.
5. Covenants of the Company. The Company covenants and
agrees with the several Purchasers that:
(a) It will promptly cause the Prospectus to be filed
with the Commission as required by Rule 424.
(b) For as long as a prospectus relating to the Purchased
Notes is required to be delivered under the Act, if any event
relating to or affecting the Company or of which the Company
shall be advised in writing by the Purchasers shall occur
which, in the Company's opinion, should be set forth in a
supplement or amendment to the Prospectus in order either to
make the Prospectus comply with the requirements of the Act
or which would require the making of any change in the
Prospectus so that as thereafter delivered to purchasers such
Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading, the
Company will promptly amend or supplement the Prospectus by
either (i) preparing and filing with the Commission
supplement(s) or amendment(s) to the Prospectus, or (ii)
making an appropriate filing pursuant to the Exchange Act,
which will supplement or amend the Prospectus so that, as
supplemented or amended, the Prospectus when the Prospectus
is delivered to a purchaser will comply with the Act and will
not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which
they were made, not misleading. Prior to any such filing,
the Company shall give oral notice to the Purchasers.
(c) Not later than 45 days after the end of the 12-month
period beginning at the end of the fiscal quarter of the
Company in which the Closing Date occurs, the Company will
make generally available to its security holders an earnings
statement (which need not be audited) covering such 12-month
period which will satisfy the provisions of Section 11(a) of
the Act.
(d) The Company will furnish to you copies of the
following documents, in each case as soon as available after
filing and in such quantities as you reasonably request (i)
the Registration Statement relating to the Notes as
originally filed and all pre-effective amendments thereto (at
least one of which will be signed and will include all
exhibits except those incorporated by reference to previous
filings with the Commission); (ii) each prospectus relating
to the Purchased Notes; and (iii) during the time when a
prospectus relating to the Purchased Notes is required to be
<PAGE>
4
delivered under the Act, all post-effective amendments and
supplements to the Registration Statement or Prospectus,
respectively (except supplements relating to securities that
are not Purchased Notes).
(e) The Company will use its best efforts to obtain the
qualification of the Purchased Notes for sale and the
determination of their eligibility for investment under the
laws of such jurisdictions as you designate and will continue
such qualifications in effect so long as required for the
distribution, provided, however, that the Company shall not
be required to qualify as a foreign corporation or to file
any consent to service of process under the laws of any
jurisdiction or to comply with any other requirements deemed
by the Company to be unduly burdensome.
(f) During the period of five years after the Closing
Date, the Company will furnish to you, and upon request, to
each of the other Purchasers: (i) as soon as practicable
after the end of each fiscal year, a copy of its annual
report to shareholders for such year, (ii) as soon as
available, a copy of each report or definitive proxy
statement of the Company filed with the Commission under the
Exchange Act or mailed to shareholders, and (iii) from time
to time, such other information concerning the Company as you
may reasonably request.
(g) The Company will pay all expenses incident to the
performance of its obligations under this Agreement, and will
reimburse the Purchasers for any expenses (including Blue Sky
fees not exceeding $6,000 and disbursements of counsel)
incurred by them in connection with qualification of the
Purchased Notes for sale and determination of their
eligibility for investment under the laws of such
jurisdictions as you designate and the printing of memoranda
relating thereto, for any filing fees charged by investment
rating agencies for the rating of the Purchased Notes, for
any expenses incurred in connection with listing the
Purchased Notes on a national securities exchange and for
expenses incurred in distributing prospectuses to the
Purchasers, except that if this Agreement is terminated by
the Purchasers under Section 6(c) hereof, the Company shall
not be obligated to reimburse the Purchasers for any of the
foregoing expenses.
(h) The Company will not offer or sell any of its other
debt securities which are substantially similar to the
Purchased Notes prior to ten business days after the Closing
Date without the consent of the Purchasers.
6. Conditions of the Obligations of the Purchasers. The
obligations of the several Purchasers to purchase and pay for the
Purchased Notes will be subject to the accuracy of the
representations and warranties on the part of the Company herein,
<PAGE>
5
to the accuracy of the statements of Company officers made
pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following
additional conditions precedent:
(a) Subsequent to the signing of this Agreement, you
shall have received a letter of Coopers & Lybrand, dated the
Closing Date, confirming that they are independent public
accountants within the meaning of the Act and the 33 Act
Rules and Regulations, and stating in effect that:
(i) In their opinion, the consolidated financial
statements and supporting schedules audited by them which
are included in the Company's Form 10-K ("Form 10-K"),
which is incorporated by reference in the Registration
Statement comply in form in all material respects with
the applicable accounting requirements of the Act and the
33 Act Rules and Regulations and the Exchange Act and the
Exchange Act Rules and Regulations;
(ii) On the basis of procedures specified in such
letter (but not an audit in accordance with generally
accepted auditing standards), including reading the
minutes of meetings of the shareholders, the Board of
Directors and the Executive Committee of the Company
since the end of the year covered by the Form 10-K as set
forth in the minute books through a specified date not
more than five days prior to the Closing Date, performing
procedures specified in Statement on Auditing Standards
No. 71, Interim Financial Information, on the unaudited
interim consolidated financial statements of the Company
incorporated by reference in the Registration Statement,
if any, and reading the latest available unaudited
interim consolidated financial statements of the Company,
and making inquiries of certain officials of the Company
who have responsibility for financial and accounting
matters as to whether the latest available financial
statements not incorporated by reference in the
Registration Statement are prepared on a basis
substantially consistent with that of the audited
consolidated financial statements incorporated in the
Registration Statement, nothing has come to their
attention that has caused them to believe that (1) any
unaudited consolidated financial statements incorporated
by reference in the Registration Statement do not comply
in form in all material respects with the applicable
requirements of the Act and the 33 Act Rules and
Regulations and the Exchange Act and the Exchange Act
Rules and Regulations or any material modifications
should be made to those unaudited consolidated financial
statements for them to be in conformity with generally
accepted accounting principles; (2) at the date of the
latest available balance sheet not incorporated by
reference in the Registration Statement there was any
<PAGE>
6
change in the capital stock, change in long-term debt or
decrease in consolidated net assets or common
shareholders' equity as compared with the amounts shown
in the latest balance sheet incorporated by reference in
the Registration Statement or for the period from the
closing date of the latest income statement incorporated
by reference in the Registration Statement to the closing
date of the latest available income statement read by
them there were any decreases, as compared with the
corresponding period of the previous year, in operating
revenues, operating income, net income, the ratio of
earnings to fixed charges (measured on the most recent
twelve month period), or in earnings per share of common
stock except in all instances of changes or decreases
that the Registration Statement discloses have occurred
or may occur, or which are described in such letter; or
(3) at a specified date not more than five days prior to
the Closing Date, there was any change in the capital
stock or long-term debt of the Company or, at such date,
there was any decrease in net assets of the Company as
compared with amounts shown in the latest balance sheet
incorporated by reference in the Registration Statement,
[or for the period from the closing date of the latest
income statement incorporated by reference in the
Registration Statement to a specified date not more than
five days prior to the Closing Date, there were any
decreases as compared with the corresponding period of
the previous year, in operating revenues, operating
income, net income or in earnings applicable to common
stock,] except in all cases for changes or decreases
which the Registration Statement discloses have occurred
or may occur, or which are described in such letter; and
(iii) Certain specified procedures have been applied
to certain financial or other statistical information (to
the extent such information was obtained from the general
accounting records of the Company) set forth or
incorporated by reference in the Registration Statement
and that such procedures have not revealed any
disagreement between the financial and statistical
information so set forth or incorporated and the
underlying general accounting records of the Company,
except as described in such letter.
(b) Prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have
been instituted, or to the knowledge of the Company or you,
shall be contemplated by the Commission.
(c) Subsequent to the date of this Agreement, (i) there
shall not have occurred any change or any development
involving a prospective change not contemplated by the
Prospectus in or affecting particularly the business or
<PAGE>
7
properties of the Company which, in the judgment of a
majority in interest of the Purchasers including you,
materially impairs the investment quality of the Purchased
Notes, (ii) no rating of any of the Company's debt securities
shall have been lowered by any recognized rating agency and
(iii) trading in securities generally on the New York Stock
Exchange shall not have been suspended nor limited, other
than a temporary suspension in trading to provide for an
orderly market, nor shall minimum prices have been
established on such Exchange, a banking moratorium shall not
have been declared either by New York State or Federal
authorities and there shall not have occurred an outbreak or
escalation of major hostilities in which the United States is
involved or other substantial national or international
calamity or crisis, the effect of which on the financial
markets of the United States is such as to make it, in your
judgment, impracticable to market the Purchased Notes.
(d) There shall not be in effect on the Closing Date any
order of the Public Service Commission of Maryland which
would prevent the issuance, sale and delivery of the
Purchased Notes in accordance with the terms contemplated by
this Agreement.
(e) You shall have received an opinion, dated the Closing
Date, of the General Counsel or an Associate General Counsel
of the Company to the effect that:
(i) The Company and Constellation Holdings, Inc. have
been duly incorporated and are validly existing as
corporations in good standing under the laws of the State
of Maryland, with power and authority (corporate and
other) to own their respective properties and conduct
their respective businesses as described in the
Prospectus; and the Company is duly qualified to do
business as a foreign corporation in good standing in the
Commonwealth of Pennsylvania and all other jurisdictions
in which the conduct of its business or the ownership of
its properties requires such qualification and the
failure to do so would have a material and adverse
impact on its financial condition;
(ii) The Indenture has been duly authorized, executed
and delivered by the Company and is a valid instrument,
legally binding on the Company and enforceable in
accordance with its terms, except as limited by
bankruptcy, insolvency, or other laws affecting the
enforcement of creditors' rights and by general
principles of equity;
(iii) The issuance and sale of the Purchased Notes
have been duly authorized by all necessary corporate
action of the Company. The Purchased Notes being
<PAGE>
8
delivered to the Purchasers at the Closing (assuming that
they have been duly authenticated by the Trustee or a
duly designated Authentication Agent under the Indenture,
which fact counsel need not verify by an inspection of
the Purchased Notes), have been duly issued and
constitute legal, valid, and binding obligations of the
Company enforceable in accordance with their terms, and
are entitled to the benefits provided by the Indenture
except as such enforceability or entitlement may be
limited by bankruptcy, insolvency, or other laws
affecting the enforcement of creditors' rights and by
general principles of equity;
(iv) The Registration Statement has become effective
under the Act and, (a) to the best of such counsel's
knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are
pending or contemplated under the Act; (b) the
Registration Statement (as of its effective date) and the
Prospectus (as of the date of this Agreement) and any
amendments or supplements thereto, as of their respective
dates, appeared to comply as to form in all material
respects with the requirements of Form S-3 under the Act
and the 33 Act Rules and Regulations and the Trust
Indenture Act; (c) such counsel has no reason to believe
that either the Registration Statement or the Prospectus,
or any such amendment or supplement, as of such
respective dates, contained any untrue statement of a
material fact or omitted to state any material fact
required to be stated therein or necessary to make the
statement therein not misleading; (d) the descriptions in
the Registration Statement and Prospectus of statutes,
legal and governmental proceedings and contracts and
other documents are accurate and fairly present the
information required to be shown; (e) and such counsel
does not know of any legal or governmental proceedings
required to be described in the Prospectus which are not
described as required, or of any contracts or documents
of a character required to be described in the
Registration Statement or Prospectus or to be filed as
exhibits to the Registration Statement which are not
described or filed as required; it being understood that
such counsel, in addressing the matters covered in this
paragraph (iv) need express no opinion as to the
financial statements or other financial and statistical
information contained in the Registration Statement or
the Prospectus or incorporated therein or attached as an
exhibit thereto or as to the Statement of Eligibility and
Qualification on Form T-l of the Trustee under the
Indenture.
(v) The approval of the Public Service Commission of
Maryland necessary for the valid issuance by the Company
<PAGE>
9
of the Purchased Notes pursuant to this Agreement has
been obtained and continues in full force and effect.
The Company has received the approval of FERC for the
issuance of Purchased Notes on or before December 31,
1998 with maturities of not more than 12 months after the
date of issuance and the approval of FERC will be
required for the issuance of any Purchased Notes having
such maturities after December 31, 1998 and such counsel
knows of no other approval of any other regulatory
authority which is legally required for the valid
offering, issuance, sale and delivery of the Purchased
Notes by the Company under this Agreement (except that
such opinion need not pass upon the requirements of state
securities acts);
(vi) To the best of such counsel's knowledge and
belief, the consummation of the transactions contemplated
in this Agreement and the compliance by the Company with
all the terms of the Indenture did not and will not
result in a breach of any of the terms and provisions of,
or constitute a default under, the Company's Charter or
By-Laws or any indenture, mortgage or deed of trust or
other agreement or instrument to which the Company is a
party;
(vii) Each of this Agreement, the Authentication
Agency Agreement, the Agreement to Maintain Agency, the
Interest Calculation Agency Agreement and the Letter of
Representations has been duly authorized, executed and
delivered by the Company;
(viii) The Indenture is duly qualified under the
Trust Indenture Act;
(ix) The issuance, sale and delivery of the Purchased
Notes as contemplated by this Agreement are not subject
to the approval of the Securities and Exchange Commission
under the provisions of the Public Utility Holding
Company Act of 1935 (the "1935 Act"); and
(x) The Notes and Indenture conform as to legal
matters with the statements concerning them in the
Registration Statement and Prospectus under the caption
"DESCRIPTION OF NOTES" and on the cover page of the
Prospectus.
(f) The Agents shall have received from Cahill Gordon &
Reindel, counsel for the Agents, an opinion dated the Closing
Date, with respect to the matters referred to in paragraph 6(e)
subheadings (ii), (iii), (iv)b, (v), (vii), (viii) and (x) and
such other matters as the Agents shall reasonably request and the
Company shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass on such
matters.
<PAGE>
10
In rendering such opinion, Cahill Gordon & Reindel
may rely, as to the incorporation of the Company, the approval of
the Public Service Commission of Maryland required for the
issuance, sale and delivery of the Purchased Notes and all other
matters governed by the laws of the State of Maryland, the
applicability of the 1935 Act, and FERC approval for the
issuance, sale and delivery of the Purchased Notes, upon the
opinion of Counsel for the Company referred to above.
In addition, such counsel shall state that such
counsel has participated in conferences with officers, counsel
and other representatives of the Company, representatives of the
independent public accountants for the Company and
representatives of the Purchasers at which the contents of the
Registration Statement and the Prospectus and related matters
were discussed; and, although such counsel is not passing upon
and does not assume responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration
Statement and Prospectus (except as to the matters referred to in
their opinion rendered pursuant to subheading (x) above), on the
basis of the foregoing (relying as to materiality to a large
extent upon the opinions of officers, counsel and other
representatives of the Company), no facts have come to the
attention of such counsel which lead such counsel to believe that
either the Registration Statement (as of its effective date) or
the Prospectus (as of the date of this Agreement), and any
subsequent amendments or supplements thereto, as of their
respective dates, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make such statements therein not
misleading (it being understood that such counsel need make no
comment with respect to the financial statements and other
financial and statistical data included in the Registration
Statement or Prospectus or incorporated therein or as to the
Statement of Eligibility and Qualification on Form T-l of the
Trustee under the Indenture).
(g) You shall have received a certificate of the Chairman
of the Board, President or any Vice President and a principal
financial or accounting officer of the Company, dated the
Closing Date, in which such officers shall state, to the best
of their knowledge after reasonable investigation, and
relying on opinions of counsel to the extent that legal
matters are involved, that the representations and warranties
of the Company in this Agreement are true and correct in all
material respects, that the Company has complied with all
agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the Closing Date, that
no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted or are contemplated by the
Commission, and that, subsequent to the date of the most
recent financial statements set forth or incorporated by
<PAGE>
11
reference in the Prospectus, there has been no material
adverse change in the financial position or in the financial
results of operation of the Company except as set forth or
contemplated in the Prospectus or as described in such
certificate.
(h) The Company will furnish you with such conformed
copies of such opinions, certificates, letters and documents
as you reasonably request.
In case any such condition shall not have been satisfied,
this Agreement may be terminated by you upon notice in writing or
by telecopy to the Company without liability or obligation on the
part of the Company or any Purchaser, except as set forth in
Section 10 hereof.
7. Conditions of the Obligations of the Company. The
obligations of the Company to sell and deliver the Purchased
Notes are subject to the following conditions precedent:
(a) Prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have
been instituted or, to the knowledge of the Company or you,
shall be contemplated by the Commission.
(b) There shall not be in effect on the Closing Date any
order of the Maryland Commission or Federal Energy Regulatory
Commission which would prevent the issuance, sale and
delivery of the Purchased Notes or which contains conditions
or provisions with respect thereto which are not acceptable
to the Company, it being understood that no order in effect
at the date of this Agreement contains any such unacceptable
conditions or provisions.
If any such condition shall not have been satisfied, then
the Company shall be entitled, by notice in writing or by
telecopy to you, to terminate this Agreement without any
liability on the part of the Company or any Purchaser, except
as set forth in Section 10 hereof.
8. Indemnification.
(a) The Company will indemnify and hold harmless each
Purchaser and each person, if any, who controls any Purchaser
within the meaning of the Act or Exchange Act against any
losses, claims, damages or liabilities, joint or several, to
which such Purchaser or such controlling person may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in
the Registration Statement or the Prospectus, or any related
preliminary prospectus or arise out of or are based upon the
<PAGE>
12
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse each
Purchaser and each such controlling person for any legal or
other expenses reasonably incurred by such Purchaser or such
controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable to
such Purchaser or controlling person in any such case to the
extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any such
documents in reliance upon and in conformity with written
information furnished to the Company by such Purchaser or
such controlling person specifically for use therein unless
such loss, claim, damage or liability arises out of the offer
or sale of the Purchased Notes occurring after such Purchaser
or controlling person has notified the Company in writing
that such information should no longer be used therein. This
indemnity agreement will be in addition to any liability
which the Company may otherwise have.
(b) Each Purchaser will indemnify and hold harmless the
Company, each of its directors, each of its officers who have
signed the Registration Statement and each person, if any,
who controls the Company within the meaning of the Act or the
Exchange Act, against any losses, claims, damages or
liabilities to which the Company or any such director,
officer or controlling person may become subject, under the
Act, or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement or the Prospectus, or any related preliminary
prospectus or arise out of or are based upon the omission or
the alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written
information furnished to the Company by such Purchaser
specifically for use therein; and will reimburse any legal or
other expenses reasonably incurred by the Company or any such
director, officer or controlling person in connection with
investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided,
however, that such Purchaser will not be liable to the
Company, or any such director, officer or controlling person
in any such case to the extent that any such loss, claim,
damage or liability arises out of the offer or sale of
Purchased Notes occurring after such Purchaser has notified
the Company in writing that such information should no longer
be used therein. This indemnity agreement will be in
<PAGE>
13
addition to any liability which such Purchaser may otherwise
have.
(c) Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under (a) and (b)
above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section. In
case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled
to participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to
such indemnified party (who may, with the consent of the
indemnified party, be counsel to the indemnifying party) and
who shall not be counsel to any other indemnified party who
may have interests conflicting with those of such indemnified
party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable
costs of investigation.
(d) If recovery is not available under the foregoing
indemnification provisions of this Section, for any reason
other than as specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the
extent that contribution is not permitted under Section 11(f)
of the Act. In determining the amount of contribution to
which the respective parties are entitled, there shall be
considered the relative benefits received by each party from
the offering of the Purchased Notes (taking into account the
portion of the proceeds of the offering realized by each),
the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any
statement or omission, and any other equitable considerations
appropriate under the circumstances. The Company and the
Purchasers and such controlling persons agree that it would
not be equitable if the amount of such contribution were
determined by pro rata or per capita allocation (even if the
Purchasers and such controlling persons were treated as one
entity for such purpose). Notwithstanding the provisions of
this subsection (d), no Purchaser or controlling person shall
be required to make contribution hereunder which in the
aggregate exceeds the total public offering price of the
Purchased Notes, purchased by the Purchaser under this
<PAGE>
14
Agreement, less the aggregate amount of any damages which
such Purchaser or such controlling person has otherwise been
required to pay in respect of the same claim or any
substantially similar claim. The Purchasers' obligations to
contribute are several in proportion to their respective
underwriting obligations and are not joint.
9. Default of Purchasers. If any Purchaser or
Purchasers default in their obligations to purchase Purchased
Notes hereunder and the aggregate principal amount of Purchased
Notes which such defaulting Purchaser or Purchasers agreed but
failed to purchase is 10% of the principal amount of Purchased
Notes or less, you may make arrangements satisfactory to the
Company for the purchase of such Purchased Notes by other
persons, including any of the Purchasers, but if no such
arrangements are made by the Closing Date the non-defaulting
Purchasers shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Purchased Notes
which such defaulting Purchasers agreed but failed to purchase.
If any Purchaser or Purchasers so default and the aggregate
principal amount of Purchased Notes with respect to which such
default or defaults occur is more than the above percentage and
arrangements satisfactory to you and the Company for the purchase
of such Purchased Notes by other persons are not made within
thirty-six hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting
Purchaser or the Company, except as provided in Section 10. In
the event that any Purchaser or Purchasers default in their
obligation to purchase Purchased Notes hereunder, the Company
may, by prompt written notice to the non-defaulting Purchasers,
postpone the Closing Date for a period of not more than seven
full business days in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the
Prospectus or in any other documents, and the Company will
promptly file any amendments to the Registration Statement or
supplements to the Prospectus which may thereby be made
necessary. As used in this Agreement, the term "Purchaser"
includes any person substituted for a Purchaser under this
Section. Nothing herein will relieve a defaulting Purchaser from
liability for its default.
10. Survival of Certain Representations and Obligations.
The respective indemnities, agreements, representations,
warranties, and other statements of the Company or its officers
and of the several Purchasers set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless
of any investigation, or statement as to the results thereof,
made by or on behalf of any Purchaser or the Company or any of
its officers or directors or any controlling person, and will
survive delivery of and payment for the Purchased Notes. If this
Agreement is terminated pursuant to Section 6, 7 or 9 or if for
any reason the purchase of the Purchased Notes by the Purchasers
is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5(g).
<PAGE>
15
In addition, in such event the respective obligations of the
Company and the Purchasers pursuant to Section 8 shall remain in
effect; provided, however, that you will use your best efforts to
promptly notify each other Purchaser and each dealer and
prospective customer to whom you have delivered a Prospectus for
the Purchased Notes by telephone or telegraph, confirmed by
letter in either case, of such termination or failure to
consummate, including in such notice instructions regarding the
continued use of the Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary
prospectus.
11. Notices. All communications hereunder will be in
writing, and, if sent to the Purchasers will be mailed, delivered
or telecopied and confirmed to the address furnished in writing
for the purpose of such communications hereunder, or, if sent to
the Company, will be mailed, delivered or telecopied and
confirmed to it, attention of Treasurer at 39 W. Lexington
Street, Baltimore, Maryland 21201, telecopier (410) 234-5367;
provided, however, that any notice to a Purchaser pursuant to
Section 8 will be mailed, delivered or telecopied to such
Purchaser at its address appearing in its Purchasers'
Questionnaire.
12. Successors. This Purchase Agreement will inure to
the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 8, and no other person
will have any right or obligation hereunder.
13. Construction. This Purchase Agreement shall be
governed by and construed in accordance with the laws of the
State of Maryland.
14. Counterparts. This Agreement may be executed in one
or more counterparts and it is not necessary that the signatures
of all parties appear on the same counterpart, but such
counterparts together shall constitute but one and the same
agreement.
<PAGE>
Exhibit D
to Agency Agreement
PURCHASE AGREEMENT
(for purchaser's account)
[Date]
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
Attention: Treasurer
The undersigned agrees to purchase the following
principal amount of the Notes described in the Agency Agreement
among Baltimore Gas and Electric Company, Lehman Brothers, Lehman
Brothers Inc., and Goldman, Sachs & Co. dated _____________, 1997
(the "Agency Agreement"):
Principal Amount: $____________
Fixed Interest Rate (if applicable): ____________ %
Floating Interest Rate (if applicable): ____________
Interest Rate Basis: ____________
Spread: ____________
Spread Multiplier: ____________
Index Maturity: ____________
Initial Interest Rate: ____________
Maximum Interest Rate: ____________
Minimum Interest Rate: ____________
Interest Reset Dates: ____________
<PAGE>
Interest Determination Dates: ____________
Calculation Agent: ____________
Interest Payment Dates: ____________
Stated Maturity: ____________
Redeemable at the option Redemption Prices
of the Company on or after: (% of Principal Amount):
________________ __________________
________________ __________________
________________ __________________
Subject to repurchase by
the Company at the option Repurchase Prices
of the holder on: (% of Principal Amount):
__________________ __________________
__________________ __________________
__________________ __________________
Discount: ____________ % of Principal Amount
Price to be paid
to Company
(in immediately
available funds): $ ______________
Settlement Date: _______________ , 19____
Except as otherwise expressly provided therein, all
terms used herein which are defined in the Agency Agreement shall
have the same meanings as in the Agency Agreement. The term
Agent, as used in the Agency Agreement, shall be deemed to refer
only to the undersigned for purposes of this Agreement.
This Agreement incorporates by reference Sections 4, 6,
7, 12 and 13 of the Agency Agreement, the first and last
sentences of Section 9 thereof and, to the extent applicable, the
Procedures. You and we agree to perform, to the extent
applicable, our respective duties and obligations specifically
provided to be performed by each of us in the Procedures.
<PAGE>
Our obligation to purchase Notes hereunder is subject to
the accuracy on the above Settlement Date of your representations
and warranties contained in Section 2 of the Agency Agreement (it
being understood that such representations and warranties shall
relate to the Registration Statement and the Prospectus as
amended at such Settlement Date) and to your performance and
observance of all covenants and agreements contained in Sections
4 and 6 thereof. Our obligation hereunder is also subject to the
following conditions:
(a) the satisfaction, at such Settlement Date, of each
of the conditions set forth in subsections (a), (b) and (d)
through (h) of Section 5 of the Agency Agreement (it being
understood that each document so required to be delivered shall
be dated such Settlement Date and that each such condition and
the statements contained in each such document that relate to the
Registration Statement or the Prospectus shall be deemed to
relate to the Registration Statement or the Prospectus, as the
case may be, as amended or supplemented at the time of settlement
on such Settlement Date and except that the opinion described in
Section 5(d) of the Agency Agreement shall be modified so as to
state that the Notes being sold on such Settlement Date, when
delivered against payment therefor as provided in the Indenture
and this Agreement, will have been duly executed, authenticated,
issued and delivered and will constitute valid and legally
binding obligations of the Company enforceable in accordance with
their terms, subject only to the exceptions as to enforcement set
forth in clause (ii) of Section 5(d) of the Agency Agreement, and
will conform to the description thereof contained in the
Prospectus as amended or supplemented at such Settlement Date);
and
(b) there shall not have occurred (i) any change, or any
development involving a prospective change not contemplated by
the Prospectus, in or affecting particularly the business or
properties of the Company which, in our judgment, materially
impairs the investment quality of the Notes, (ii) any downgrading
in the rating of the Company's debt securities by any "nationally
recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act); (iii) any suspension or
limitation of trading, other than a temporary suspension in
trading to provide for an orderly market, in securities generally
on the New York Stock Exchange, or any setting of minimum prices
for trading on such exchange, or any suspension of trading of any
<PAGE>
securities of the Company on any exchange or in the over-the-
counter market; (iv) any banking moratorium declared by Federal
or New York authorities; or (v) any outbreak or escalation of
major hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial national
or international calamity or emergency if, in our judgment, the
effect of any such outbreak, escalation, declaration, calamity or
emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Notes.
In further consideration of our agreement hereunder, you
agree that between the date hereof and the above Settlement Date,
you will not offer or sell, or enter into any agreement to sell,
any debt securities of the Company in the United States, other
than sales of Notes, borrowings under your revolving credit
agreements and lines of credit, the private placement of
securities and issuances of your commercial paper.
If for any reason our purchase of the above Notes is not
consummated, you shall remain responsible for the expenses to be
paid or reimbursed by you pursuant to Section 4 of the Agency
Agreement and the respective obligations of you and the
undersigned pursuant to Section 7 shall remain in effect. If for
any reason our purchase of the above Notes is not consummated
other than because of our default or a failure to satisfy a
condition set forth in clause (iii), (iv) or (v) of paragraph (b)
above, you shall reimburse us, severally, for all out-of-pocket
expenses reasonably incurred by us in connection with the
offering of the above Notes and not otherwise required to be
reimbursed pursuant to Section 4 of the Agency Agreement.
This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland. This
Agreement may be executed in counterparts and the executed
counterparts shall together constitute a single instrument.
[Insert Name of Purchaser]
By: ______________________
CONFIRMED AND ACCEPTED, as of
the date first above written:
BALTIMORE GAS AND ELECTRIC COMPANY
By: __________________________
<PAGE>
Exhibit 1(b)
AGREEMENT TO MAINTAIN AGENCY
------------------------------
THIS AGREEMENT TO MAINTAIN AGENCY (the "Agreement"), is
entered into as of [Date of Agreement], by and between BALTIMORE
GAS AND ELECTRIC COMPANY, a Maryland corporation (the "Company"),
and [Agent Bank], a New York banking corporation (the "Bank").
Unless herein defined, capitalized terms used herein shall have
the meaning given them under the Indenture between the Company
and The Bank of New York (successor to Mercantile-Safe Deposit
and Trust Company), as trustee (the "Trustee") dated as of July
1, 1985 as supplemented by the Supplemental Indentures dated as
of October 1, 1987, and January 26, 1993, respectively (the
"Indenture") and the Notes (as hereinafter defined).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and the Trustee have entered into
the Indenture to provide for the issuance thereunder from time to
time of the Company's unsecured debt instruments;
WHEREAS, pursuant to resolutions of the Board of
Directors (or the Executive Committee thereof), the Company will
issue under the Indenture from time to time its Medium-Term
Notes, Series E in the maximum aggregate principal amount of
$200,000,000 (the "Notes"); and
WHEREAS, the Company desires to designate the Bank as the
agency for (a) the presentation of the Notes for payment, (b)
payment of principal and interest regarding the Notes, (c)
registration of transfer/exchange of the Notes, and (d) the
receipt of notice/demand regarding the Notes, all pursuant to
Section 5.02 of the Indenture;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Company hereby designates the Bank as the agency
for (1) the presentation of the Notes for payment or for
registration of transfer/exchange of the Notes, (2) payment of
principal and interest, (3) the receipt of notices/demands which
may be served on the Company in respect of the Notes or the
Indenture, and (4) any other purposes permitted or contemplated
by Section 5.02 of the Indenture; provided that such designation
<PAGE>
2
shall not apply to any series of Securities issued under the
Indenture other than the Notes. The Bank accepts such
appointment, subject to the terms and conditions of the Indenture
and the Agency Documents (as hereinafter defined).
2. During the term of its appointment hereunder, the
Bank shall carry out the duties set forth in Article Four and
Sections 3.04, 5.02, 5.04, 6.02, 8.05, 13.02, 13.03, 13.04 and
other applicable provisions of the Indenture, in this Agreement,
in the procedures set forth in Exhibit B to the Agency Agreement
and as attached hereto dated [Date of Agreement], among the
Company, Lehman Brothers, Lehman Brothers Inc., and Goldman,
Sachs & Co. (the "Procedures") (irrespective of any amendment to
the Procedures or any amendment to or termination of said Agency
Agreement), and in such other rules and regulations (the "Rules")
to which the Company and the Bank may agree in writing from time
to time (this Agreement, the Procedures and any Rules, are herein
referred to collectively as the "Agency Documents"). The parties
intend that the Agency Documents shall implement, upon proper
notice to the Trustee, the provisions of the Indenture with
respect to the designation of an agency (other than the Trustee)
regarding the Notes. The terms of the Indenture and the Notes
shall govern if there is a conflict between the Indenture or the
Notes and the Agency Documents.
3. Simultaneously upon execution of this Agreement, the
Bank will (i) deliver to the Trustee an instrument meeting the
requirements of Section 5.04 of the Indenture and (ii) deliver to
the Company an opinion of its counsel that this Agreement has
been duly authorized, executed and delivered by the Bank. The
Bank will provide the Trustee with all information requested
regarding registered holders of the Notes (including the
Securityholder lists as required by Section 6.01 of the
Indenture).
4. During the term of its appointment hereunder, the
Bank shall carry out the duties set forth in Article Four and
Section 5.04 of the Indenture and in the Notes with respect to
the payment of principal and interest. On an Interest Payment
Date or a maturity date shown on the Notes or on a date fixed for
redemption or repurchase (or if any of such dates is not a
Business Day, then the immediately succeeding Business Day except
if such Note bears interest based upon LIBOR and such date is in
the next calendar month, such date shall be the preceding
Business Day), the Company will transfer to the Bank, via the
<PAGE>
3
Federal Reserve wire transfer system, immediately available funds
sufficient for the Bank to make the payments of principal and/or
interest. In the event any Note has not been presented for
payment within two (2) years after a maturity date or a date
fixed for redemption or repurchase thereof, the Bank shall (i) so
advise the Company and (ii) return the funds held by it for such
payment upon written instructions from the Company.
5. The Bank at any time may resign hereunder by giving
thirty days written notice to the Company and the Company may at
any time terminate the agency of the Bank, by giving written
notice of such termination to the Bank and to the Trustee.
6. The Bank acknowledges that it has received a copy of
the Indenture and has examined the provisions thereof.
7. It is understood that the Bank shall hold funds
hereunder and under the Indenture solely as agent for the
Company, and neither the Agency Documents nor the Indenture shall
make the Bank a fiduciary of the Company, the Trustee or any
holder of Notes.
8. The Company agrees to pay the Bank reasonable
compensation for its services as agent and to reimburse it for
any reasonable expenses (including reasonable counsel fees)
incurred by it, and to indemnify it and hold the Bank harmless
from and against any loss, liability or expense not resulting
from its own negligence or bad faith, arising out of or in
connection with its duties as agent, and to reimburse it for the
reasonable costs and expenses (including reasonable counsel fees)
of defending against any such claim or liability.
9. The Bank shall incur no liability and shall be
indemnified and held harmless by the Company for any action
taken, omitted or suffered to be taken in good faith reliance
upon (i) written advice of counsel, (ii) instructions, requests
or orders from the Company or from the Trustee if given in
accordance with the Indenture, or (iii) any notice, direction,
consent, certificate, affidavit, endorsement, assignment,
statement or other paper or document believed by the Bank to be
genuine and to have been delivered or signed by the proper party
or parties.
10. Upon the Bank's request, the Company shall issue
instructions to the Bank in connection with any matter within the
<PAGE>
4
scope of the Bank's duties under this Agreement or the Indenture,
and the Bank is hereby authorized to act upon any instructions,
believed by it to be genuine and purporting to have been
transmitted to the Bank by the Company or the Trustee or by any
of their respective agents or employees. Upon the Company's or
the Trustee's request, the Bank shall furnish the Company or the
Trustee with appropriate records of all transactions carried out
by the Bank pursuant to this Agreement at such intervals as the
Issuer or the Trustee may from time to time reasonably request.
11. This Agreement shall be governed by the laws of the
State of New York for all purposes.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
BALTIMORE GAS AND ELECTRIC COMPANY
Attest: By:
Title: VICE PRESIDENT
[Agent Bank]
Attest: By:
Title:
We hereby acknowledge receipt of notice of the
appointment by the Company of [Agent Bank] as the agency for
those matters regarding the Medium-Term Notes, Series E of
Baltimore Gas and Electric Company set forth in the above
Agreement.
THE BANK OF NEW YORK
Attest: By:
Title:
<PAGE>
Exhibit 1(c)
AUTHENTICATION AGENCY AGREEMENT
THIS AUTHENTICATION AGENCY AGREEMENT (the "Agreement"),
is entered into as of the [Day] day of [ Month, Year ], by and
between BALTIMORE GAS AND ELECTRIC COMPANY, a Maryland
corporation (the "Company") and [ Agent Bank ], a New York
banking corporation (the "Bank"). Unless herein defined,
capitalized terms used herein shall have the meaning given them
under the Indenture between the Company and The Bank of New York
(successor to Mercantile-Safe Deposit and Trust Company) as
trustee (the "Trustee") dated as of July 1, 1985 as supplemented
by the Supplemental Indentures dated as of October 1, 1987, and
January 26, 1993, respectively (the "Indenture") and the Notes
(as hereinafter defined).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have entered into
the Indenture to provide for the issuance thereunder from time to
time of the Company's unsecured debt instruments;
WHEREAS, by or pursuant to resolutions of the Board of
Directors (or the Executive Committee thereof) the Company will
issue under the Indenture from time to time its Medium-Term
Notes, Series E in the maximum aggregate principal amount of
$200,000,000 (the "Notes");
WHEREAS, Section 2.02 of the Indenture provides for the
appointment by the Company, with the consent of the Trustee, of
an authentication agent (the "Authentication Agent") to act on
behalf of the Trustee to authenticate the Notes upon original
issue, registration of transfer or exchange thereof, all in the
manner set forth in the Indenture;
WHEREAS, the Company desires to designate the Bank as
Authentication Agent, and the Bank desires to act as
Authentication Agent; and
NOW, THEREFORE, it is agreed by and between the parties
as follows:
1. The Company hereby designates the Bank as an
Authentication Agent for the Notes (but not for any other series
of Securities issued under the Indenture), and the Bank accepts
such appointment subject to the terms and conditions of the
Indenture and the Authentication Agency Documents (as hereinafter
defined).
2. During the term of its appointment as Authentication
Agent, the Bank shall carry out the duties of Authentication
Agent set forth in the Indenture, in this Agreement, in the
<PAGE>
2
Administrative Procedures relating to the Notes (the
"Procedures"), attached as Exhibit B to the Agency Agreement and
as attached hereto dated as of [Date of Agreement], among the
Company, Lehman Brothers, Lehman Brothers Inc., and Goldman,
Sachs & Co. (irrespective of any amendment to the Procedures or
any amendment to or termination of said Agency Agreement), and in
such other rules and regulations (the "Rules") to which the
Company and the Bank may agree in writing, with the written
consent of the Trustee, from time to time (this Agreement, the
Procedures and any Rules, are herein referred to collectively as
the "Authentication Agency Documents"). The parties hereto
intend that the Authentication Agency Documents shall implement,
upon consent of the Trustee, the provisions of the Indenture with
respect to an Authentication Agent. The terms of the Indenture
and the Notes shall govern if there is a conflict between the
Indenture or the Notes and the Authentication Agency Documents.
3. The Bank may at any time resign by giving thirty days
written notice of resignation to the Company and the Trustee, and
the Company may at any time terminate the agency of the Bank by
giving written notice of the termination to the Bank and to the
Trustee.
4. The Bank acknowledges that it has received a copy of
the Indenture and has examined the provisions thereof relating to
the appointment, powers and obligations of the Authentication
Agent.
5. The Company agrees to pay the Bank reasonable
compensation for its services as Authentication Agent and to
reimburse it for any reasonable expenses (including reasonable
counsel fees) incurred by it, and to indemnify it and hold it
harmless from and against any loss, liability or expense not
resulting from the Bank's own negligence or bad faith, arising
out of or in connection with its duties as Authentication Agent
and to reimburse it for the reasonable costs and expenses
(including reasonable counsel fees) of defending against any such
claim or liability.
6. In acting as Authentication Agent, the Bank shall
incur no liability and shall be indemnified and held harmless by
the Company for any action taken, omitted or suffered to be taken
in good faith reliance upon (i) written advice of counsel, (ii)
instructions, requests or orders from the Trustee or from the
Company if given in accordance with the Indenture, or (iii) any
written communication believed by the Bank to be genuine and to
have been delivered or signed by the proper party or parties.
7. This Agreement shall be executed and performed in the
State of New York and the validity and construction hereof shall
for all purposes be governed by the laws of the State of New
York.
<PAGE>
3
8. Simultaneously upon execution of this Agreement, the
Bank will deliver to the Company an opinion of its counsel that
this Agreement has been duly authorized, executed and delivered
by the Bank.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
BALTIMORE GAS AND ELECTRIC COMPANY
By:
Title: VICE PRESIDENT
[Agent Bank]
By:
Title:
We consent to the designation
of [Agent Bank] as the
Authentication Agent with
respect to the Medium-Term
Notes, Series E of Baltimore
Gas and Electric Company
pursuant to Section 2.02 of
the Indenture.
THE BANK OF NEW YORK
BY:
TITLE:
<PAGE>
Exhibit 1(d)
$200,000,000
MEDIUM-TERM NOTES, SERIES E
DUE FROM NINE MONTHS TO THIRTY YEARS
FROM DATE OF ISSUE
INTEREST CALCULATION AGENCY AGREEMENT
THIS AGREEMENT dated as of [Agreement Date],
between Baltimore Gas and Electric Company
(hereinafter called the "Issuer"), having its
principal office at 39 W. Lexington Street,
Baltimore, Maryland 21201, and [Agent Bank],
a New York banking corporation (hereinafter
sometimes called the "Calculation Agent or
Paying Agent" which terms shall, unless the
context shall otherwise require, include its
successors and assigns), having its principal
corporate trust office at [Agent Bank's
address].
Recitals of the Issuer
The Issuer proposes to issue from time to time up to
$200,000,000 aggregate principal amount of Medium-Term Notes,
Series E (the "Notes") under the Indenture dated as of July 1,
1985 as supplemented by the Supplemental Indentures dated as of
October 1, 1987, and January 26, 1993, respectively (the
"Indenture"), between the Issuer and The Bank of New York
(successor to Mercantile-Safe Deposit and Trust Company) (the
"Trustee"), as Trustee. Capitalized terms used in this Agreement
1
<PAGE>
and not otherwise defined herein are used as defined in the
Indenture. Certain of the Notes may bear interest at a floating
rate determined by reference to an interest rate formula (the
"Floating Rate Notes") and the Issuer desires to engage the
Calculation Agent to perform certain services in connection
therewith.
NOW IT IS HEREBY AGREED THAT:
1. The Issuer hereby appoints [Agent Bank] as
Calculation Agent for the Floating Rate Notes, upon the terms and
subject to the conditions herein mentioned, and [Agent Bank]
hereby accepts such appointment. The Calculation Agent shall act
as an agent of the Issuer for the purpose of determining the
interest rate or rates of the Floating Rate Notes.
2. The Issuer agrees to deliver to the Calculation
Agent, prior to the issuance of any Floating Rate Notes, copies
of the proposed forms of such Notes, including copies of all
terms and conditions relating to the determination of the
interest rate thereunder. The Issuer shall not issue any
Floating Rate Note prior to the receipt of confirmation from the
Calculation Agent of its acceptance of the proposed form of such
Note. The Calculation Agent hereby acknowledges its acceptance of
the proposed form of Floating Rate Note previously delivered to
it.
3. The Issuer shall notify the Calculation Agent of
the issuance of any Floating Rate Notes prior to the issuance
thereof and, at the time of such issuance, shall deliver to the
Calculation Agent the information required to be provided by the
2
<PAGE>
Company for the calculation of the applicable interest rates
thereunder. The Calculation Agent shall calculate the applicable
interest rates for Floating Rate Notes in accordance with the
terms of such Notes, the Indenture and the provisions of this
Agreement.
4. Promptly following the determination of each
change to the interest rate applicable to any Floating Rate Note,
the Calculation Agent will cause to be forwarded to the Issuer,
the Trustee and the principal Paying Agent information regarding
the interest rate then in effect for such Floating Rate Note.
5. The Issuer will pay such compensation as shall be
agreed upon with the Calculation Agent and the expenses,
including reasonable counsel fees, incurred by the Calculation
Agent in connection with its duties hereunder, upon receipt of
such invoices as the Issuer shall reasonably require.
6. Notwithstanding any satisfaction or discharge of
the Notes or the Indenture, the Issuer will indemnify the
Calculation Agent against any losses, liabilities, costs, claims,
actions or demands which it may incur or sustain or which may be
made against it in connection with its appointment or the
exercise of its powers and duties hereunder as well as the
reasonable costs, including the expenses and fees of counsel in
defending any claim, action or demand, except such as may result
from the negligence, willful misconduct or bad faith of the
Calculation Agent or any of its employees. The Calculation Agent
shall incur no liability and shall be indemnified and held
harmless by the Issuer for, or in respect of, any actions taken
3
<PAGE>
or suffered to be taken in good faith by the Calculation Agent in
reliance upon written instructions from the Issuer. In case any
action is brought against the Calculation Agent with respect to
which the Calculation Agent intends to seek indemnification from
the Issuer pursuant to this paragraph 6, the Calculation Agent
will notify the Issuer in writing of the commencement thereof,
and the Issuer will be entitled to participate therein and to
assume the defense thereof, with counsel satisfactory to the
Calculation Agent; provided, however, that if the defendants in
any such action include both the Issuer and the Calculation Agent
and the Calculation Agent shall have reasonably concluded, after
consultation with legal counsel of its choosing, that there may
be legal defenses available to it which are different from or
additional to those available to the Issuer, the Calculation
Agent shall have the right to select separate counsel to assert
such legal defenses and otherwise to participate in the defense
of such action on behalf of the Calculation Agent, and in such
event the Issuer will indemnify the Calculation Agent against the
reasonable compensation and expenses and disbursements of such
separate counsel.
7. The Calculation Agent accepts its obligations
herein set forth upon the terms and conditions hereof, including
the following, to all of which the Issuer agrees:
(i) in acting under this Agreement and in
connection with the Notes, the Calculation Agent,
acting as agent for the Issuer, does not assume any
4
<PAGE>
obligation towards, or any relationship of agency or
trust for or with, any of the Holders of the Notes;
(ii) unless herein otherwise specifically
provided, any order, certificate, notice, request or
communication from the Issuer made or given under any
provision of this Agreement shall be sufficient if
signed by any person whom the Calculation Agent
reasonably believes to be a duly authorized officer or
attorney-in-fact of the Issuer;
(iii) the Calculation Agent shall be obligated to
perform only such duties as are set forth specifically
herein and any duties necessarily incidental thereto;
(iv) the Calculation Agent shall be protected and
shall incur no liability for or in respect of any
action taken or omitted to be taken or anything
suffered in good faith by it in reliance upon anything
contained in a Floating Rate Note, the Indenture or any
information supplied to it by the Issuer pursuant to
this Agreement, including the information to be
supplied pursuant to paragraph 3 above;
(v) the Calculation Agent, whether acting for
itself or in any other capacity, may become the owner
or pledgee of Notes with the same rights as it would
have had if it were not acting hereunder as Calculation
Agent; and
5
<PAGE>
(vi) the Calculation Agent shall incur no
liability hereunder except for loss sustained by reason
of its negligence, willful misconduct or bad faith.
8. (a) The Issuer agrees to notify the Calculation
Agent at least 3 business days prior to the issuance of any
Floating Rate Note with an interest rate to be determined by
reference to London interbank offered rates (LIBOR) or any other
formula that would require the Calculation Agent to select banks
or other financial institutions (the "Reference Banks") for
purposes of quoting rates. Promptly thereafter, the Calculation
Agent will notify the Issuer and the Trustee of the names and
addresses of such Reference Banks. Forthwith upon any change in
the identity of the Reference Banks, the Calculation Agent shall
notify the Issuer and the Trustee of such change. The
Calculation Agent shall not be responsible to the Issuer or any
third party for any failure of the Reference Banks to fulfill
their duties or meet their obligations as Reference Banks or as a
result of the Calculation Agent having acted (except in the event
of negligence or willful misconduct) on any quotation or other
information given by any Reference Bank which subsequently may be
found to be incorrect.
(b) Except as provided below, the Calculation
Agent may at any time resign as Calculation Agent by giving
written notice to the Issuer and the Trustee of such intention on
its part, specifying the date on which its desired resignation
shall become effective, provided that such notice shall be given
not less than 60 days prior to the said effective date unless the
6
<PAGE>
Issuer and the Trustee otherwise agree in writing. Except as
provided below, the Calculation Agent may be removed by the
filing with it and the Trustee of an instrument in writing signed
by the Issuer specifying such removal and the date when it shall
become effective (such effective date being at least 15 days
after said filing). Any such resignation or removal shall take
effect upon:
(i) the appointment by the Issuer as hereinafter
provided of a successor Calculation Agent; and
(ii) the acceptance of such appointment by such
successor Calculation Agent;
provided, however, that in the event the Calculation Agent has
given not less than 60 days' prior notice of its desired
resignation, and during such 60 days there has not been
acceptance by a successor Calculation Agent of its appointment as
successor Calculation Agent, the Calculation Agent so resigning
may petition any court of competent jurisdiction for the
appointment of a successor Calculation Agent. The Issuer
covenants that it shall appoint a successor Calculation Agent as
soon as practicable after receipt of any notice of resignation
hereunder. Upon its resignation or removal becoming effective,
the retiring Calculation Agent shall be entitled to the payment
of its compensation and the reimbursement of all reasonable
expenses (including reasonable counsel fees) incurred by such
retiring Calculation Agent pursuant to paragraph 5 hereof.
(c) If at any time the Calculation Agent shall
resign or be removed, or shall become incapable of acting or
7
<PAGE>
shall be adjudged bankrupt or insolvent, or liquidated or
dissolved, or an order is made or an effective resolution is
passed to wind up the Calculation Agent, or if the Calculation
Agent shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors, or shall consent to
the appointment of a receiver, administrator or other similar
official of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they
mature, or if a receiver, administrator or other similar official
of the Calculation Agent or of all or any substantial part of its
property shall be appointed, or if any order of any court shall
be entered approving any petition filed by or against the
Calculation Agent under the provisions of any applicable
bankruptcy or insolvency law, or if any public officer shall take
charge or control of the Calculation Agent or its property or
affairs for the purpose of rehabilitation, conservation or
liquidation, then a successor Calculation Agent shall be
appointed by the Issuer by an instrument in writing filed with
the successor Calculation Agent and the Trustee. Upon the
appointment as aforesaid of a successor Calculation Agent and
acceptance by the latter of such appointment the former
Calculation Agent shall cease to be Calculation Agent hereunder.
(d) Any successor Calculation Agent appointed
hereunder shall execute and deliver to its predecessor, the
Issuer and the Trustee and instrument accepting such appointment
hereunder, and thereupon such successor Calculation Agent,
without any further act, deed or conveyance, shall become vested
8
<PAGE>
with all the authority, rights, powers, immunities, duties and
obligations of such predecessor with like effect as if originally
named as the Calculation Agent hereunder, and such predecessor,
upon payment of its reasonable compensation, charges and
disbursements then unpaid, shall thereupon become obliged to
transfer and deliver, and such successor Calculation Agent shall
be entitled to receive, copies of any relevant records maintained
by such predecessor Calculation Agent.
(e) Any corporation into which the Calculation
Agent may be merged or converted or any corporation with which
the Calculation Agent may be consolidated or any corporation
resulting from any merger, conversion or consolidation to which
the Calculation Agent shall be a party shall, to the extent
permitted by applicable law, be the successor Calculation Agent
under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto.
Notice of any such merger, conversion or consolidation shall
forthwith be given to the Issuer and the Trustee.
(f) The provisions of paragraph 6 hereof shall
survive any resignation or removal hereunder.
9. Any notice required to be given hereunder shall be
delivered in person, sent by letter or telex or telecopy or
communicated by telephone (subject, in the case of communication
by telephone, to confirmation dispatched within two business days
by letter, telex or telecopy), in the case of the Issuer, to it
at the address set forth in the heading of this Agreement,
Attention: John R. Collins, Assistant Treasurer; in the case of
9
<PAGE>
the Calculation Agent, to it at the address set forth in the
heading of this Agreement, Attention: [Person or department]; in
the case of the Trustee, to it at 101 Barclay Street, New York,
New York, 10286; or, in any case, to any other address of which
the party receiving notice shall have notified the party giving
such notice in writing.
10. This Agreement may be amended only by a writing
duly executed and delivered by each of the parties signing below.
11. The provisions of this Agreement shall be governed
by, and construed in accordance with, the laws of the State of
New York.
12. This Agreement may be executed in counterparts and
the executed counterparts shall together constitute a single
instrument.
IN WITNESS WHEREOF, this Agreement has been executed and
delivered as of the day and year first above written.
BALTIMORE GAS AND ELECTRIC COMPANY
By:
Title:
[AGENT BANK]
By:
Title:
10
<PAGE>
Exhibit 4(d)
[FORM OF FIXED-RATE MEDIUM TERM NOTE]
[FRONT]
REGISTERED REGISTERED
No.[ FXR]
[CUSIP]
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
MEDIUM-TERM NOTE, SERIES E
(FIXED-RATE)
[If this Note is registered in the name of The Depository Trust
Company (the "Depositary") (55 Water Street, New York, New York)
or its nominee, this Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary
unless and until this Note is exchanged in whole or in part for
Notes in definitive form. Unless this certificate is presented
by an authorized representative of the Depositary to the Company
or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized
representative of the Depositary and any payment is made to Cede
& Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co. has an interest herein.]
_________________________________________________________________
PRINCIPAL AMOUNT: _____________________
INTEREST RATE: ______________________
STATED MATURITY: ______________________
ORIGINAL ISSUE DATE: ______________________
ISSUE PRICE: ______________________
REDEEMABLE
AT THE OPTION OF THE REDEMPTION PRICES
COMPANY ON OR AFTER (% OF PRINCIPAL AMOUNT)
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
1
<PAGE>
SUBJECT TO REPURCHASE
AT THE OPTION REPURCHASE PRICES
OF THE HOLDER ON (% OF PRINCIPAL AMOUNT)
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
[Remarketing provisions, if any, to be included here]
_________________________________________________________________
Baltimore Gas and Electric Company, a Maryland
corporation (herein called the "Company", which term includes any
successor corporation under the Indenture, as hereinafter
defined), for value received, promises to pay to Cede & Co. or
its registered assigns, the principal sum of
_________________________________________________________ DOLLARS
on the Stated Maturity shown above and to pay interest on said
principal sum from the Original Issue Date shown above if
interest has not been paid on this Note or from the most recent
Interest Payment Date for which interest has been paid or duly
provided for, at the fixed rate per annum shown above, semi-
annually on May 1 and November 1 (the "Interest Payment Date(s)")
of each year until the Stated Maturity or upon redemption or
repurchase of this Note. Each payment of interest payable on
each Interest Payment Date and at Stated Maturity or, if
applicable, upon redemption or repurchase shall include interest
to, but excluding the relevant Interest Payment Date and the date
of Stated Maturity or redemption, respectively. Said interest
shall be computed on the basis of a 360-day year of twelve 30-day
months. In the event this Note is issued between a Record Date
(the April 15 and October 15 next preceding the May 1 and
November 1 Interest Payment Dates) and an Interest Payment Date
or on an Interest Payment Date, the first day that interest shall
be payable will be on the Interest Payment Date following the
next succeeding Record Date. In the event of a default in the
payment of interest, interest will be payable as provided in that
certain Indenture dated as of July 1, 1985, as supplemented by
the Supplemental Indentures dated as of October 1, 1987, and
January 26, 1993, respectively (the "Indenture"), by and between
the Company and The Bank of New York (successor to Mercantile-
Safe Deposit and Trust Company), a corporation duly organized and
existing under the laws of the State of New York , as Trustee
(herein called the "Trustee," which term includes any successor
Trustee under the Indenture).
Pursuant to the provisions of the Indenture, the Company
will maintain an agency at ____________________ in The City of
New York, New York (the "Bank"), or at such other agencies as may
from time to time be designated, where the Notes may be presented
for payment, for registration of transfer and exchange, and where
notices or demands to, or upon, the Company may be served.
The interest so payable on any May 1 or November 1 will,
subject to certain exceptions provided in the Indenture, be paid
to the person in whose name this Note is registered at the close
of business on the Record Date for such Interest Payment Date,
which shall be the April 15 and October 15 next preceding the May
1 and November 1 Interest Payment Dates; provided, however, that
2
<PAGE>
interest payable at Stated Maturity or, if applicable, upon
redemption or repurchase, shall be payable to the person to whom
principal shall be payable. Payment of the principal of and
interest on this Note will be made at the Bank in U.S. dollars;
provided, however, that payments of interest (other than any
interest payable at Stated Maturity or upon redemption or
repurchase) may be made at the option of the Company (i) by
checks mailed to the addresses of the persons entitled thereto
as such addresses shall appear in the register of the Notes or (ii)
by wire transfer to persons who are holders of record at such
other addresses that have been filed with the Bank on or prior to
the Record Date.
Payment of the principal, premium, if any, and interest
payable at Stated Maturity, or, if applicable, upon redemption or
repurchase, on this Note will be made in immediately available
funds at the request of the holder provided that this Note is
presented to the Bank in time for the Bank to make such payments
in such funds in accordance with its normal procedures.
Reference is made to the further provisions of this Note
set forth on the reverse hereof, which shall have the same effect
as though fully set forth at this place.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee or a duly designated
authentication agent by manual signature, this Note shall not be
entitled to any benefit under said Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Baltimore Gas and Electric Company
has caused this instrument to be executed in its corporate name
with the manual or facsimile signature of its President or a Vice
President and a facsimile of its corporate seal to be imprinted
hereon, attested by the manual or facsimile signature of its
Secretary or an Assistant Secretary.
Dated:
BALTIMORE GAS AND ELECTRIC COMPANY
By: ____________________
President
ATTEST:
____________________ [SEAL]
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein issued under
the Indenture described herein.
____________________
By: ____________________
Authorized Signatory
3
<PAGE>
[FORM OF FIXED-RATE MEDIUM-TERM NOTE]
(REVERSE)
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTE, SERIES E
(FIXED RATE)
This Note is one of a duly authorized issue of debt
securities (the "Securities") of the Company, of a series
designated as its Medium-Term Notes, Series E (herein called the
"Notes"), limited (except as otherwise provided in the Indenture)
in aggregate principal amount to $200,000,000, issued and to be
issued under the Indenture, to which Indenture and all relevant
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, obligations, duties and
immunities thereunder of the Company, the Trustee, the Bank and
the Securityholders and the terms upon which the Notes are, and
are to be, authenticated and delivered. The Securities, of which
the Notes constitute a series, may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest at different rates, may be subject to different
covenants and Events of Default and may otherwise vary as in the
Indenture provided. All capitalized terms not otherwise defined
herein shall have the definitions assigned to them in the
Indenture.
This Note may not be redeemed by the Company prior to
Stated Maturity unless otherwise set forth on the face hereof.
Notwithstanding Section 4.03 of the Indenture, pursuant to
Section 4.01 thereof, and if so indicated on the face of this
Note, this Note may be redeemed at the option of the Company on
any date on or after the date set forth hereof in whole or in
part in increments of $1,000, at a redemption price or prices
designated on the face hereof to be redeemed together with
interest thereon payable to the date fixed for redemption. This
Note may be so redeemed in whole or in part whether or not other
Notes of the same series are redeemed.
Notice of redemption by the Company will be given by the
Company by mail to holders of the Notes to be redeemed, not less
than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. The Bank may carry
out the responsibilities to be performed by the Trustee required
by Article Four of the Indenture.
The Company is not required to repurchase Notes from holders
prior to Stated Maturity unless otherwise set forth on the face
hereof. If so indicated on the face hereof, this Note may be
repurchased by the Company at the option of the holder on the
dates and at the prices designated thereon, in whole or in part
in increments of $1,000, together with interest payable to the
repurchase date. For book-entry notes, unless otherwise specified
on the face of this Note, holders must deliver written notice to
the Bank at least 30, but no more than 60, days prior to the date
4
<PAGE>
of repurchase, but no later than 5:00 p.m. New York City time on
the last day for giving notice. The written notice must specify
the principal amount to be repurchased and must be signed by a
duly authorized officer of the Depositary participant (signature
guaranteed). For definitive notes, unless otherwise specified on
the face of this Note, holders must complete the "Option to Elect
Repayment" on the reverse of this Note and then deliver this Note
to the Bank at least 30, but no more than 45, days prior to the
date of repurchase, but no later than 5:00 p.m. New York City
time on the last day for giving notice. All notices are
irrevocable.
In the event of redemption or repurchase of this Note in
part only, a new Note or Notes of this series, having the same
Stated Maturity, optional redemption or repurchase provisions,
Interest Rate and other terms and provisions of this Note, in
authorized denominations in an aggregate principal amount equal
to the unredeemed portion hereof will be issued in the name of
the holder hereof upon the surrender hereof.
[Remarketing provisions, if any, to be included here]
The Notes will not be subject to conversion,
amortization or any sinking fund.
As provided in the Indenture and subject to certain
limitations herein and therein set forth, the transfer of this
Note may be registered on the register of the Notes, upon
surrender of this Note for registration of transfer at the Bank,
or at such other agencies as may be designated pursuant to the
Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee or the
Bank duly executed by, the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 or any amount in excess
thereof that is an integral multiple of $1,000. As provided in
the Indenture, and subject to certain limitations herein and
therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of other authorized
denominations having the same interest rate, Stated Maturity,
optional redemption or repurchase provisions, if any, and
Original Issue Date, as requested by the Securityholder surrendering
the same.
No service charge will be made for any such registration
of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee, the Bank, the Security
registrar and any agent of the Company, the Trustee, the Bank, or
the Security registrar may treat the Securityholder in whose name
this Note is registered as the absolute owner hereof for the
5
<PAGE>
purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note is overdue, and neither the
Company, the Trustee, the Bank, the Security registrar nor any
such agent shall be affected by notice to the contrary.
If an Event of Default (as defined in the Indenture)
with respect to the Notes shall occur and be continuing, the
principal of all the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
holders of the Securities of any series under the Indenture at
any time by the Company with the consent of the holders of not
less than 66 2/3% in aggregate principal amount of the Securities
at the time Outstanding to be affected (voting as one class).
The Indenture also permits the Company and the Trustee to enter
into supplemental indentures without the consent of the holders
of Securities of any series for certain purposes specified in the
Indenture, including the making of such other provisions in
regard to matters arising under the Indenture which shall not
adversely affect the interest of the holders of such Securities.
The Indenture also contains provisions permitting the holders of
specified percentages in aggregate principal amount of the
Securities of any series at the time Outstanding, on behalf of
the holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this
Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
The Indenture provides that no holder of any Security of
any series may enforce any remedy with respect to such series
under the Indenture except in the case of refusal or neglect of
the Trustee to act after notice of a continuing Event of Default
and after written request by the holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of such
series and the offer to the Trustee of reasonable indemnity;
provided, however, that such provision shall not prevent the
holder hereof from enforcing payment of the principal of or
interest on this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture or any indenture supplemental thereto, against
any incorporator, stockholder, officer or director, as such,
6
<PAGE>
past, present or future, of the Company or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
This Note shall be governed by and construed in
accordance with the laws of the State of Maryland.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
Assignee's Social Security or Tax I. D. Number: ________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
________________________________________________________________
_________________________________________________________________
(Print or Type Assignee's Name, Address and Zip Code)
the within Note of the Company and hereby does irrevocably
constitute and appoint
_________________________________________________________________
_________________________________________________________________
Attorney to transfer the said Note on the books of the Company,
with full power of substitution in the premises.
_________________________
Signature of Assignor
(Sign exactly as name appears on the face of the Note)
Dated: _______________
7
<PAGE>
[HOLDER'S OPTION TO ELECT REPURCHASE]
[IN THE CASE OF CERTIFICATED NOTES ONLY]
The undersigned hereby irrevocably requests and instructs the
Company to repurchase the within or attached Note (or portion
thereof specified below) pursuant to its terms at a price equal
to ___ % of the principal amount thereof, together with accrued
interest, if any, to the repurchase date, to the undersigned, at
_________________________________________________________________
_________________________________________________________________
(Print or type name, address and phone number of the undersigned)
For the within or attached Note to be repurchased on the
repurchase date, the Bank must receive at least 30, but not more
than 45, days prior to the date of repurchase, but no later than
5:00 p.m. New York City time on the last day for giving notice,
(i) this Note with the "Optional to Elect Repayment" form duly
completed or (ii) a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting
forth the name, address and telephone number of the holder of
such Note, the principal amount of such Note, the amount of the
Note to be repurchased, a statement that the option to elect
repayment is being made thereby and a guarantee that the Note to
be repaid with the form entitled "Option to Elect Repurchase" on
the reverse of such Note duly completed will be received by the
Bank not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter, and such Note
and form are received by the Bank by such fifth Business Day.
If less than the entire principal amount of the within or
attached Note is to be repurchased, specify the portion to be
repurchased: $ ______________ and specify the denomination or
denominations of the Note or Notes to be issued to the holder for
the portion of the Note not being repurchased (in the absence of
specific instruction, one such Note will be issued):
$ _____________.
NOTICE: The signature to this Option to Elect Repayment must
correspond with the names as written upon the face of the within
instrument in every particular, without alteration or enlargement
or any change whatever.
_________________________
Signature of Holder
(Sign exactly as name appears on the face of the Note)
Dated: _______________
8
<PAGE>
Exhibit 4(e)
[FORM OF FLOATING-RATE MEDIUM TERM NOTE]
[FRONT]
REGISTERED REGISTERED
No.[ FLR]
[CUSIP]
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
MEDIUM-TERM NOTE, SERIES E
(FLOATING RATE)
[If this Note is registered in the name of The Depository Trust
Company (the "Depositary") (55 Water Street, New York, New York)
or its nominee, this Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary
unless and until this Note is exchanged in whole or in part for
Notes in definitive form. Unless this certificate is presented
by an authorized representative of the Depositary to the Company
or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized
representative of the Depositary and any payment is made to Cede
& Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co. has an interest herein.]
_________________________________________________________________
PRINCIPAL AMOUNT: _____________________
INITIAL INTEREST RATE: ______________________
STATED MATURITY: ______________________
INDEX MATURITY: ______________________
SPREAD: ______________________
ORIGINAL ISSUE DATE: ______________________
SPREAD MULTIPLIER: ______________________ %
ISSUE PRICE: ______________________
MAXIMUM INTEREST RATE: ______________________ %
MINIMUM INTEREST RATE: ______________________ %
<PAGE>
CALCULATION AGENT: ______________________
INTEREST PAYMENT DATES:
(Monthly, Quarterly,
Semi-Annually
or Annually) ______________________
INTEREST RESET DATES:
(Daily, Weekly, Monthly,
Quarterly, Semi-Annually
or Annually) ______________________
INTEREST DETERMINATION
DATES: ______________________
CALCULATION DATES: ______________________
INTEREST RATE BASIS (Check One):
_____ CD Rate
_____ Commercial Paper Rate
_____ LIBOR ( _____ Reuters _____ Telerate)
_____ Treasury Rate
_____ Federal Funds Effective Rate
_____ Prime Rate
_____ CMT Rate ( _____ Telerate 7055)
( _____ Telerate 7052)
REDEEMABLE
AT THE OPTION OF THE REDEMPTION PRICES
COMPANY ON OR AFTER (% OF PRINCIPAL AMOUNT)
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
SUBJECT TO REPURCHASE
AT THE OPTION REPURCHASE PRICES
OF THE HOLDER ON (% OF PRINCIPAL AMOUNT)
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
[Remarketing provisions, if any, to be included here]
_________________________________________________________________
<PAGE>
Baltimore Gas and Electric Company, a Maryland
corporation (herein called the "Company" which term includes any
successor corporation under the Indenture, as hereinafter
defined), for value received, promises to pay to Cede & Co. or
its registered assigns, the principal sum of
_________________________________________________________ DOLLARS
on the Stated Maturity shown above and to pay interest on said
principal sum from the Original Issue Date shown above if
interest has not been paid on this Note or from the most recent
Interest Payment Date for which interest has been paid or duly
provided for until Stated Maturity or, if applicable, upon
redemption or repurchase at the rate per annum determined in
accordance with the provisions on the reverse hereof, depending
on the Interest Rate Basis and the Spread and/or Spread
Multiplier, as the case may be, specified above. Interest will
be payable on each Interest Payment Date and at Stated Maturity
or upon redemption or repurchase. Each payment of interest
payable at Stated Maturity or, if applicable, upon redemption or
repurchase shall include interest to, but excluding the date of
Stated Maturity or redemption or repurchase. In the event this
Note is issued between a Record Date (the date 15 calendar days
prior to each Interest Payment Date whether or not such day shall
be a Business Day) and an Interest Payment Date or on an Interest
Payment Date, the first day that interest shall be payable will
be on the Interest Payment Date following the next succeeding
Record Date. In the event of a default in the payment of
interest, interest will be payable as provided in that certain
Indenture dated as of July 1, 1985, as supplemented by the
Supplemental Indentures dated as of October 1, 1987, and January
26, 1993, respectively (the "Indenture"), by and between the
Company and The Bank of New York (successor to Mercantile-Safe
Deposit and Trust Company), a corporation duly organized and
existing under the laws of the State of New York, as Trustee
(herein called the "Trustee," which term includes any successor
Trustee under the Indenture).
Pursuant to the provisions of the Indenture, the Company
will maintain an agency at ________________________ in The City
of New York, New York (the "Bank"), or at such other agencies as
may from time to time be designated, where the Notes may be
presented for payment, for registration of transfer and exchange,
and where notices or demands to, or upon, the Company may be
served.
The interest so payable on the dates specified above
will, subject to certain exceptions provided in the Indenture, be
paid to the person in whose name this Note is registered at the
close of business on the Record Date for such Interest Payment
Date, which shall be the date 15 calendar days prior to each
Interest Payment Date whether or not such day shall be a Business
Day; provided, however, that interest payable at Stated Maturity
or, if applicable, upon redemption or repurchase, shall be
payable to the person to whom principal shall be payable.
Payment of the principal of and interest on this Note will be
made at the Bank in U.S. dollars; provided, however, that
payments of interest (other than any interest payable at Stated
Maturity or upon redemption or repurchase) may be made at the
option of the Company (i) by checks mailed to the addresses of
3
<PAGE>
the persons entitled thereto as such addresses shall appear in
the register of the Notes or (ii) by wire transfer to persons who
are holders of record at such other addresses that have been
filed with the Bank on or prior to the Record Date.
Payment of the principal, premium, if any, and interest
payable at Stated Maturity, or, if applicable, upon redemption or
repurchase, on this Note will be made in immediately available
funds at the request of the holder provided that this Note is
presented to the Bank in time for the Bank to make such payments
in such funds in accordance with its normal procedures.
Reference is made to the further provisions of this Note
set forth on the reverse hereof, which shall have the same effect
as though fully set forth at this place.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee or a duly designated
authentication agent by manual signature, this Note shall not be
entitled to any benefit under said Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Baltimore Gas and Electric Company
has caused this instrument to be executed in its corporate name
with the manual or facsimile signature of its President or a Vice
President and a facsimile of its corporate seal to be imprinted
hereon, attested by the manual or facsimile signature of its
Secretary or an Assistant Secretary.
Dated:
BALTIMORE GAS AND ELECTRIC COMPANY
By: ____________________
President
ATTEST:
____________________ [SEAL]
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein issued under
the Indenture described herein.
____________________
By: ____________________
Authorized Signatory
4
<PAGE>
[FORM OF FLOATING-RATE MEDIUM-TERM NOTE]
(REVERSE)
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTE, SERIES E
(FLOATING RATE NOTE)
This Note is one of a duly authorized issue of debt
securities (the "Securities") of the Company, of a series
designated as its Medium-Term Notes, Series E (herein called the
"Notes"), limited (except as otherwise provided in the Indenture)
in aggregate principal amount to $200,000,000, issued and to be
issued under the Indenture, to which Indenture and all relevant
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, obligations, duties and
immunities thereunder of the Company, the Trustee, the Bank and
the Securityholder and the terms upon which the Notes are, and
are to be, authenticated and delivered. The Securities, of which
the Notes constitute a series, may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest at different rates, may be subject to different
covenants and Events of Default and may otherwise vary as in the
Indenture provided. All capitalized terms not otherwise defined
herein shall have the definitions assigned to them in the
Indenture.
Commencing with the applicable Interest Reset Date first
following the Original Issue Date specified on the face hereof,
the rate at which interest on this Note is payable shall be reset
daily, weekly, monthly, quarterly, semi-annually or annually as
shown on the face hereof. The interest rate per annum for each
interest reset period shall be calculated on the applicable
Interest Determination Date specified on the face hereof and
shall be the Interest Rate Basis specified on the face hereof,
determined in accordance with the provisions of the applicable
heading below, adjusted by adding or subtracting a Spread and/or
multiplying by a Spread Multiplier, as the case may be, specified
on the face hereof; provided, however, that (i) the interest
rate in effect from the Original Issue Date to the first Interest
Reset Date with respect to this Note will be the Initial Interest
Rate specified on the face hereof and (ii) the interest rate in
effect for the ten days immediately prior to the Stated Maturity
or redemption or repurchase will be that in effect on the tenth
day preceding such Stated Maturity or redemption or repurchase.
Each such adjusted rate shall be applicable on and after the
Interest Reset Date to which it relates, to, but not including,
the next succeeding Interest Reset Date or until the Stated
Maturity, or the date of redemption or repurchase, as the case
may be. If any Interest Reset Date would otherwise be a day that
is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding day that is a Business Day (as
defined below), except that if the Interest Rate Basis specified
on the face hereof is LIBOR, and if such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be
the immediately preceding Business Day. Subject to provisions of
applicable law and except as specified herein, on each Interest
Reset Date the rate of interest on this Note shall be the rate
5
<PAGE>
determined in accordance with the provisions of the applicable
heading below.
All percentages resulting from any calculation on this Note
will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all dollar
amounts used in or resulting from such calculation will be
rounded to the nearest cent with one-half cent being rounded
upward.
DETERMINATION OF CD RATE.
If the Interest Rate Basis on this Note is the CD Rate, the
CD Rate with respect to this Note shall equal the rate on each
Interest Determination Date designated on the face hereof for
negotiable certificates of deposit having the Index Maturity
designated on the face hereof as published in H.15(519) under the
heading "CDs (Secondary Market)." In the event that such rate is
not published prior to 9:00 A.M., New York City time, on the
Calculation Date designated on the face hereof pertaining to such
Interest Determination Date, then the CD Rate will be the rate on
such Interest Determination Date for negotiable certificates of
deposit having the Index Maturity as published in Composite
Quotations under the heading "Certificates of Deposit." If such
rate was neither published in H.15(519) by 9:00 A.M., New York
City time, on such Calculation Date nor in Composite Quotations
by 3:00 P.M., New York City time, on such date, the CD Rate for
that CD Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates, as of 10:00 A.M., New York City
time, on that Interest Determination Date, of three leading
nonbank dealers of negotiable U.S. dollar certificates of deposit
in The City of New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States money
market banks with a remaining maturity closest to the Index
Maturity in a denomination of $5,000,000; provided, however, that
if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
rate of interest in effect for the applicable period will be the
same as the CD Rate as adjusted for the Spread and/or Spread
Multiplier, as the case may be, for the immediately preceding
interest reset period.
The CD Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to first Interest Reset Date
will be the Initial Interest Rate specified on the face hereof,
and (ii) the interest rate in effect for the ten days immediately
preceding the Stated Maturity or redemption will be that in
effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF COMMERCIAL PAPER RATE.
If the Interest Rate Basis on this Note is the Commercial
Paper Rate, the Commercial Paper Rate with respect to this Note
shall equal the Money Market Yield (calculated as described
6
<PAGE>
below) of the rate on each Interest Determination Date designated
on the face hereof for commercial paper having the Index Maturity
designated on the face hereof as published in H.15(519) under the
heading "Commercial Paper." In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the
Calculation Date designated on the face hereof pertaining to such
Interest Determination Date, then the Commercial Paper Rate will
be the Money Market Yield of the rate on such Interest
Determination Date for commercial paper having the Index Maturity
as published in Composite Quotations under the heading
"Commercial Paper." If such rate was neither published in
H.15(519) by 9:00 A.M., New York City time, on such Calculation
Date nor in Composite Quotations by 3:00 P.M., New York City
time, on such date, the Commercial Paper Rate for that Interest
Determination Date will be calculated by the Calculation Agent
and will be the Money Market Yield of the arithmetic mean of the
offered rates, as of 11:00 A.M., New York City time, on that
Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity
designated on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally
recognized rating agency; provided, however, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the same as the
Commercial Paper Rate as adjusted for the Spread and/or Spread
Multiplier, as the case may be, for the immediately preceding
interest reset period.
"Money Market Yield" shall be a yield (expressed as a
percentage rounded upwards, if necessary, to the next higher one-
hundred thousandth of a percentage point) calculated in
accordance with the following formula:
Money Market Yield = D x 360
-------------- x 100
360 - (D x M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the period for which
interest is being calculated.
The Commercial Paper Rate determined with respect to any
Interest Determination Date will become effective on and as of
the applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF LIBOR.
7
<PAGE>
If the Interest Rate Basis on this Note is LIBOR, LIBOR with
respect to this Note will be determined by the Calculation Agent
in accordance with the following provisions:
(a) With respect to any Interest Determination Date, LIBOR
will be determined by either (i) the arithmetic mean of the
offered rates for deposits in U.S. dollars having the Index
Maturity designated on the face hereof, commencing on the second
Business Day immediately following such Interest Determination
Date, which appear on the Reuters Screen LIBO Page as of 11:00
A.M., London time, on that Interest Determination Date, if at
least two such offered rates appear on the Reuters Screen LIBO
Page, or (ii) the rate for deposits in U.S. dollars having the
Index Maturity designated on the face hereof, commencing on the
second Business Day immediately following such Interest
Determination Date, that appears on the Telerate Page 3750 as of
11:00 a.m., London time, on such Interest Determination Date. If
neither Reuters Screen LIBO Page nor Telerate Page 3750 is
specified on the face hereof, LIBOR will be determined as if
Telerate Page 3750 had been specified.
(b) With respect to an Interest Determination Date on which
fewer than two offered rates appear on the Reuters Screen LIBO
Page or no rate appears on Telerate Page 3750 for the applicable
Index Maturity as described in (a) above, LIBOR will be
determined on the basis of the rates at approximately 11:00 A.M.,
London time, on such Interest Determination Date at which
deposits in U.S. dollars having the Index Maturity designated on
the face hereof are offered to prime banks in the London
interbank market by four major banks in the London interbank
market selected by the Calculation Agent commencing on the second
Business Day immediately following such Interest Determination
Date and in a principal amount not less than $1,000,000 that in
the Calculation Agent's judgment is representative for a single
transaction in such market at such time (a "Representative
Amount"). The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR for
such Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided,
LIBOR for such Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 A.M., New York
City time, on such Interest Determination Date by three major
banks in The City of New York, selected by the Calculation Agent,
for loans in U.S. dollars to leading European banks having the
specified Index Maturity commencing on the second Business Day
immediately following such Interest Determination Date and in a
Representative Amount; provided, however, that if fewer than
three banks selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the same as LIBOR as
adjusted for the Spread and/or Spread Multiplier, as the case may
be, for the immediately preceding interest reset period.
LIBOR determined with respect to any Interest Determination
Date will become effective on and as of the applicable Interest
Reset Date specified on the face hereof; provided, however, that
(i) the interest rate in effect for the period from the Original
Issue Date to the first Interest Reset Date will be the Initial
Interest Rate specified on the face hereof and (ii) the interest
rate in effect for the ten days immediately preceding the Stated
8
<PAGE>
Maturity or redemption will be that in effect on the tenth day
preceding such Stated Maturity or redemption.
DETERMINATION OF FEDERAL FUNDS EFFECTIVE RATE.
If the Interest Rate Basis on this Note is the Federal Funds
Effective Rate, the Federal Funds Effective Rate with respect to
this Note shall equal with respect to each Interest Determination
Date designated on the face hereof the rate on such date for
Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published prior to
11:00 A.M., New York City time, on the Calculation Date
designated on the face hereof pertaining to such Interest
Determination Date, then the Federal Funds Effective Rate will be
the rate on such Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective
Rate." If such rate was neither published in H.15(519) by 11:00
A.M., New York City time, on such Calculation Date nor in
Composite Quotations by 3:00 P.M., New York City time, on such
date, the Federal Funds Effective Rate for such Interest
Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates, as of 11:00 A.M.,
New York City time, on that Interest Determination Date, for the
last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New
York selected by the Calculation Agent; provided, however, that
if fewer than three brokers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
rate of interest in effect for the applicable period will be the
same as the Federal Funds Effective Rate as adjusted for the
Spread and/or Spread Multiplier, as the case may be, for the
immediately preceding interest reset period.
The Federal Funds Effective Rate determined with respect to
any Interest Determination Date will become effective on and as
of the applicable Interest Reset Date specified on the face
hereof; provided, however, that (i) the interest rate in effect
for the period from the Original Issue Date to the first Interest
Reset Date will be the Initial Interest Rate specified on the
face hereof; and (ii) the interest rate in effect for the ten
days immediately preceding the Stated Maturity or redemption will
be that in effect on the tenth day preceding such Stated Maturity
or redemption.
DETERMINATION OF PRIME RATE.
If the Interest Rate Basis on this Note is the Prime Rate,
the Prime Rate with respect to the Note shall equal with respect
to each Interest Determination Date designated on the face hereof
the rate set forth on such date in H.15(519) under the heading
"Bank Prime Loan." In the event that such rate is not published
prior to 9:00 A.M., New York City time, on the Calculation Date
designated on the face hereof pertaining to such Interest
Determination Date, then the Prime Rate will be the arithmetic
mean (rounded upwards, if necessary, to the next higher one-
hundred thousandth of a percentage point) of the rates of
interest publicly announced by each bank that appear on the
Reuters Screen NYMF Page as such bank's prime rate or base
lending rate as in effect for that Interest Determination Date.
If fewer than four such rates but more than one such rate appear
on the Reuters Screen NYMF Page for the Interest Determination
Date, the Prime Rate will be the arithmetic mean of the prime
9
<PAGE>
rates (quoted on the basis of the actual number of days in the
year divided by a 360-day year) as of the close of business on
such Interest Determination Date by four major money center banks
in The City of New York selected by the Calculation Agent. If
fewer than two quotations are provided, the Prime Rate shall be
determined on the basis of the rates furnished in The City of New
York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the
United States, or any State thereof, having total equity capital
of at least $500 million and being subject to supervision or
examination by a Federal or State authority, selected by the
Calculation Agent to provide such rate or rates; provided,
however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence,
the rate of interest in effect for the applicable period will be
the same as the Prime Rate as adjusted for the Spread and/or
Spread Multiplier, as the case may be, for the immediately
preceding interest reset period.
The Prime Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF TREASURY RATE.
If the Interest Rate Basis on this Note is the Treasury
Rate, the Treasury Rate with respect to this Note shall equal
with respect to each Interest Determination Date designated on
the face hereof the rate for the most recent auction of direct
obligations of the United States ("Treasury bills") having the
Index Maturity designated on the face hereof as published in
H.15(519) under the heading, "U.S. Government Securities/Treasury
Bills/Auction Average (Investment)" or, if not so published by
9:00 A.M., New York City time, on the Calculation Date designated
on the face hereof pertaining to such Interest Determination
Date, the auction average rate (expressed as a bond equivalent,
on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced
by the United States Department of the Treasury. In the event
that the results of the auction of Treasury bills having the
Index Maturity designated on the face hereof are neither
published in H.15(519) by 9:00 A.M., New York City time, on such
Calculation Date, nor otherwise published or reported as provided
above by 3:00 P.M., New York City time on such date, or if no
such auction is held in a particular week, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates
as of approximately 3:30 P.M., New York City time, on such
Interest Determination Date, of three leading primary United
States government securities dealers in The City of New York
selected by the Calculation Agent, for the issue of Treasury
bills with a remaining maturity closest to the specified Index
Maturity; provided, however, that if fewer than three dealers
10
<PAGE>
selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the rate of interest in effect for
the applicable period will be the same as the Treasury Rate as
adjusted for the Spread and/or Spread Multiplier, as the case may
be, for the immediately preceding interest reset period.
The Treasury Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF CMT RATE
If the Interest Rate Basis on this Note is the CMT Rate, the
CMT Rate with respect to this Note shall equal with respect to
each Interest Determination Date designated on the face hereof
the rate displayed on the Designated CMT Telerate Page under the
caption "...Treasury Constant Maturities.. Federal Reserve Board
Release H.15... Mondays Approximately 3:45 P.M.," under the
column for the Index Maturity designated on the face hereof (i)
if the Designated CMT Telerate Page is 7055, the rate for the
applicable Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the Interest
Determination Date occurs. If no page is specified on the face
hereof, the Designated CMT Telerate Page shall be 7052, for the
most recent week. If such rate is no longer displayed on the
relevant page, or if not displayed by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such Treasury Constant
Maturity rate for the Index Maturity designated on the face
hereof as published in the relevant H.15 (519). If such rate is
no longer published, or if not published by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for
such Interest Determination Date will be such Treasury Constant
Maturity rate for the Index Maturity on the face hereof (or other
United States Treasury rate for such Index Maturity for that
Interest Determination Date with respect to such Interest Reset
Date) as may then be published by either the Federal Reserve
Board or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519). If such information is not
provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for that Interest
Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean of
the secondary market closing offer side prices as of
approximately 3:30 P.M. (New York City time) on that Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
11
<PAGE>
one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States
("Treasury Note") with an original maturity of approximately the
Index Maturity designated on the face hereof and a remaining term
to maturity of not less than such Index Maturity minus one year.
If two Treasury Notes with an original maturity as described in
the preceding sentence have remaining terms to maturity equally
close to the Index Maturity designated on the face hereof, the
quotes for the Treasury Note with the shorter remaining term to
maturity will be used. If the Calculation Agent cannot obtain
three such Treasury Note quotations, the CMT Rate for that
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of
approximately 3:30 P.M. (New York City time) on that Interest
Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years
that is the next highest to the Index Maturity designated on the
face hereof and a remaining term to maturity closest to such
Index Maturity and in an amount of at least $100 million. If
three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate will be based on
the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated;
provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described
herein, the rate of interest in effect for the applicable period
will be the same as the CMT Rate as adjusted for the Spread
and/or Spread Multiplier, as the case may be, for the immediately
preceding Interest Reset Period.
The CMT Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate, in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the face
hereof. The Calculation Agent shall calculate the interest rate
on this Note in accordance with the foregoing on each Interest
Determination Date.
The Interest Rate on this Note will in no event be higher
than the maximum rate permitted by Maryland law as the same may
be modified by the United States law of general applicability.
The Calculation Agent will, upon the request of the Holder
of this Note provide to such Holder the interest rate hereon then
in effect and, if different, the interest rate which will become
effective as of the next applicable Interest Reset Date.
12
<PAGE>
If any Interest Payment Date specified on the face hereof
would otherwise be a day that is not a Business Day, the Interest
Payment Date shall be postponed to the next day that is a
Business Day, except that if (i) the rate of interest on this
Note shall be determined in accordance with the provisions of the
heading "Determination of LIBOR" above, and (ii) such Business
Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.
"Business Day" means any day other than a Saturday or Sunday that
(a) is not a day on which banking institutions in Baltimore,
Maryland, or in New York, New York, are authorized or obligated
by law or executive order to be closed, and (b) with respect to
LIBOR Notes only, is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
Interest payments for this Note will include interest
accrued to but excluding the Interest Payment Dates; provided,
however, that if the Interest Reset Dates with respect to this
Note are daily or weekly, interest payable on any Interest
Payment Date, other than interest payable on any date on which
principal hereof is payable, will include interest accrued to and
including the Record Date next preceding such Interest Payment
Date. Accrued interest hereon from the Original Issue Date or
from the last date to which interest hereon has been paid, as the
case may be, shall be an amount calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factor
calculated for each day from the Original Issue Date or from the
last date to which interest shall have been paid, as the case may
be, to the date for which accrued interest is being calculated.
The interest factor (expressed as a decimal rounded upwards, if
necessary, to the next higher one hundred-thousandth of a
percentage point) for each such day shall be computed by dividing
the interest rate (expressed as a decimal, rounded upwards, if
necessary, to the next higher one hundred-thousandth of a
percentage point) applicable to each such day by 360, in the case
of the Commercial Paper Rate, CD Rate, LIBOR, Federal Funds
Effective Rate or Prime Rate, or by the actual number of days in
the year in the case of the Treasury Rate or the CMT Rate.
This Note may not be redeemed by the Company prior to
Stated Maturity unless otherwise set forth on the face hereof.
Notwithstanding Section 4.03 of the Indenture, pursuant to
Section 4.01 thereof, and if so indicated on the face of this
Note, this Note may be redeemed at the option of the Company, on
any date on or after the date set forth hereof in whole or in
part in increments of $1,000, at a redemption price or prices
designated on the face hereof to be redeemed together with
interest thereon payable to the date fixed for redemption. This
Note may be so redeemed in whole or in part whether or not other
Notes of the same series are redeemed.
Notice of redemption or repurchase will be given by the
Company by mail to holders of the Notes to be redeemed, not less
than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. The Bank may carry
out the responsibilities to be performed by the Trustee required
by Article Four of the Indenture.
13
<PAGE>
The Company is not required to repurchase Notes from holders
prior to Stated Maturity unless otherwise set forth on the face
hereof. If so indicated on the face hereof, this Note may be
repurchased by the Company at the option of the holder on the
dates and at the prices designated thereon, in whole or in part
in increments of $1,000, together with interest payable to the
repurchase date. For book-entry notes, unless otherwise specified
on the face of this Note, holders must deliver written notice to
the Bank at least 30, but no more than 60, days prior to the date
of repurchase, but no later than 5:00 p.m. New York City time on
the last day for giving notice. The written notice must specify
the principal amount to be repurchased and must be signed by a
duly authorized officer of the Depositary participant (signature
guaranteed). For definitive notes, unless otherwise specified on
the face of this Note, holders must complete the "Option to Elect
Repayment" on the reverse of this Note and then deliver this Note
to the Bank at least 30, but no more than 45, days prior to the
date of repurchase, but no later than 5:00 p.m. New York City
time on the last day for giving notice. All notices are
irrevocable.
In the event of redemption or repurchase of this Note in
part only, a new Note or Notes of this series, having the same
Stated Maturity, optional redemption or repurchase provisions,
Interest Rate and other terms and provisions of this Note, in
authorized denominations in an aggregate principal amount equal
to the unredeemed portion hereof will be issued in the name of
the holder hereof upon the surrender hereof.
[Remarketing provisions, if any, to be included here]
The Notes will not be subject to conversion,
amortization or any sinking fund.
As provided in the Indenture and subject to certain
limitations herein and therein set forth, the transfer of this
Note may be registered on the register of the Notes, upon
surrender of this Note for registration of transfer at the Bank,
or at such other agencies as may be designated pursuant to the
Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee or the
Bank duly executed by, the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 or any amount in excess
thereof that is an integral multiple of $1,000. As provided in
the Indenture, and subject to certain limitations herein and
therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of other authorized
denominations having the same Interest Rate, Stated Maturity,
optional redemption or repurchase provisions, if any, and
Original Issue Date, as requested by the Securityholder
surrendering the same.
14
<PAGE>
No service charge will be made for any such registration
of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee, the Bank, the Security
registrar and any agent of the Company, the Trustee, the Bank, or
the Security registrar may treat the Securityholder in whose name
this Note is registered as the absolute owner hereof for the
purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note is overdue, and neither the
Company, the Trustee, the Bank, the Security registrar nor any
such agent shall be affected by notice to the contrary.
If an Event of Default (as defined in the Indenture)
with respect to the Notes shall occur and be continuing, the
principal of all the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
holders of the Securities of any series under the Indenture at
any time by the Company with the consent of the holders of not
less than 66 2/3% in aggregate principal amount of the Securities
at the time outstanding to be affected (voting as one class).
The Indenture also permits the Company and the Trustee to enter
into supplemental indentures without the consent of the holders
of Securities of any series for certain purposes specified in the
Indenture, including the making of such other provisions in
regard to matters arising under the Indenture which shall not
adversely affect the interest of the holders of such Securities.
The Indenture also contains provisions permitting the holders of
specified percentages in aggregate principal amount of the
Securities of any series at the time outstanding, on behalf of
the holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this
Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
The Indenture provides that no holder of any Security of
any series may enforce any remedy with respect to such series
under the Indenture except in the case of refusal or neglect of
the Trustee to act after notice of a continuing Event of Default
and after written request by the holders of not less than 25% in
aggregate principal amount of the outstanding Securities of such
series and the offer to the Trustee of reasonable indemnity;
provided, however, that such provision shall not prevent the
holder hereof from enforcing payment of the principal of or
interest on this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
15
<PAGE>
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture or any indenture supplemental thereto, against
any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
This Note shall be governed by and construed in
accordance with the laws of the State of Maryland.
16
<PAGE.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
Assignee's Social Security or Tax I. D. Number: ________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
_________________________________________________________________
________________________________________________________________
(Print or Type Assignee's Name, Address and Zip Code)
the within Note of the Company and hereby does irrevocably
constitute and appoint
_________________________________________________________________
_________________________________________________________________
Attorney to transfer the said Note on the books of the Company,
with full power of substitution in the premises.
____________________
_________________________
Signature of Assignor
(Sign exactly as name appears on the face of the Note)
Dated: _______________
17
<PAGE>
[HOLDER'S OPTION TO ELECT REPURCHASE]
[IN THE CASE OF CERTIFICATED NOTES ONLY]
The undersigned hereby irrevocably requests and instructs the
Company to repurchase the within or attached Note (or portion
thereof specified below) pursuant to its terms at a price equal
to ___ % of the principal amount thereof, together with accrued
interest, if any, to the repurchase date, to the undersigned, at
_________________________________________________________________
_________________________________________________________________
(Print or type name, address and phone number of the undersigned)
For the within or attached Note to be repurchased on the
repurchase date, the Bank must receive at least 30, but not more
than 45, days prior to the date of repurchase, but no later than
5:00 p.m. New York City time on the last day for giving notice,
(i) this Note with the "Optional to Elect Repayment" form duly
completed or (ii) a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting
forth the name, address and telephone number of the holder of
such Note, the principal amount of such Note, the amount of the
Note to be repurchased, a statement that the option to elect
repayment is being made thereby and a guarantee that the Note to
be repaid with the form entitled "Option to Elect Repurchase" on
the reverse of such Note duly completed will be received by the
Bank not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter, and such Note
and form are received by the Bank by such fifth Business Day.
If less than the entire principal amount of the within or
attached Note is to be repurchased, specify the portion to be
repurchased: $ ______________ and specify the denomination or
denominations of the Note or Notes to be issued to the holder for
the portion of the Note not being repurchased (in the absence of
specific instruction, one such Note will be issued):
$ _____________.
NOTICE: The signature to this Option to Elect Repayment must
correspond with the names as written upon the face of the within
instrument in every particular, without alteration or enlargement
or any change whatever.
_________________________
Signature of Holder
(Sign exactly as name appears on the face of the Note)
Dated: _______________
18
<PAGE>
Exhibit 5
SUSAN WOLF Baltimore Gas and Electric Company
Associate General Counsel P.O. Box 1475
Baltimore, Maryland 21203-1475
410 234-5628
January 3, 1997
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
Gentlemen:
This opinion is provided in connection with the Registration Statement
(the "Registration Statement") being filed by Baltimore Gas and Electric
Company (BGE) with the Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended, regarding the proposed issuance of
up to $200,000,000 principal amount Medium Term Notes, Series E (the "Notes").
I am Associate General Counsel of BGE and head of the Corporate Unit in its
Legal Department. I am generally familiar with BGE's corporate history,
properties, operations, Charter (including amendments, supplements, and
restatements thereto), the issuance of its securities outstanding, and the
indentures under which its debt is issued. In connection with this opinion,
the General Counsel of BGE and I, together with attorneys we supervise, have
considered, among other things (1) the Charter of BGE; (2) the By-Laws of BGE;
(3) the Indenture dated as of July 1, 1985, from the Company to The Bank of
New York, as successor Trustee as amended by Supplemental Indentures dated
as of October 1, 1987 and January 26, 1993 (the "Indenture") under
which the Notes will be issued; (4) the corporate proceedings for the
approval of the issuance and sale of the Notes; (5) the Registration
Statement; (6) the agency agreement (including the standard purchase
provisions) filed as exhibits to the Registration Statement (the "purchase
agreement"); (7) the provisions of the Public Utility Holding Company Act
of 1935, as amended (the "1935 Act"), together with an order dated January 16,
1956, issued by the Commission (File No. 31-631) exempting BGE from the
provisions of the 1935 Act applicable to it as a holding company; and (8)
such other documents, transactions, and matters of law as we deemed necessary
in order to render this opinion.
This opinion is subject to (1) the proper execution, authentication,
and delivery of the Notes upon receipt of the purchase price pursuant to the
purchase agreement; (2) the qualification of the Indenture under the Trust
Indenture Act of 1939, as amended; and (3) the Registration Statement
becoming effective under the Securities Act of 1933, as amended.
<PAGE>
Baltimore Gas and Electric Company
January 3, 1997
Page 2
Based on the foregoing, I am of the opinion that the Notes, when
issued and delivered pursuant to the purchase agreement, will constitute
legally issued and binding obligations of BGE.
I express no opinion as to the law of any jurisdiction other than the
law of the State of Maryland and the law of the United States of America. The
opinion expressed herein concerns only the effect of the law (excluding the
principles of conflicts of law) of the State of Maryland and the United States
of America as currently in effect.
This opinion is provided solely for your benefit and may not be relied
upon by, or quoted to, any other person or entity, in whole or in part, without
my prior written consent.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to me in the Registration
Statement (and any amendments thereto) or the prospectus constituting a part
of the Registration Statement (and any amendments or supplements thereto).
Very truly yours,
/s/ Susan Wolf
corp\bge\winword\1397reg.doc
<PAGE>
Exhibit 23 (b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 covering $200,000,000 principal amount of
Baltimore Gas and Electric Company Medium-Term Notes, Series E
(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 which is included in
the Registration Statement on Form S-4 of Constellation Energy
Corporation.
We also consent to the reference to our firm under the caption
"Experts" in this Registration Statement.
/s/ Coopers & Lybrand
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
January 3, 1997
<PAGE>
Exhibit 24
Page 1 of 2
BALTIMORE GAS AND ELECTRIC COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
directors and officers of Baltimore Gas and Electric Company
hereby constitute and appoint C. H. Poindexter, E. A. Crooke and
C. W. Shivery and each of them their true and lawful attorneys
and agents to do any and all acts and things and to execute, in
their name any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable to enable
said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof in
connection with the registration under said Act of not exceeding
$200,000,000 principal amount of Medium-Term Notes, Series E of
said Company, maturing not more than thirty years after the date
as of which they are issued, all as authorized by Resolutions
adopted by the Board of Directors of Baltimore Gas and Electric
Company at a meeting held December 20, 1996, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the names of the
undersigned directors and officers in the capacities indicated
below, to any registration statements to be filed with the
Securities and Exchange Commission in respect of said Medium-Term
Notes, Series E, to any and all amendments to any registration
statement in respect to said Medium-Term Notes, Series E, or to
any instruments or documents filed as part of or in connection
with said registration statement or amendments to such documents;
and each of the undersigned hereby ratifies and confirms all that
said attorneys and agents, or any of them, shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed,
or caused to be subscribed, these presents this 20th day of
December, 1996.
Signature
Principal Executive Officer /s/ C. H. Poindexter
and Director ----------------------
C. H. Poindexter
Chairman of the Board and Director
Principal Financial and /s/ C. W. Shivery
Accounting Officer -----------------------
C. W. Shivery
Vice President
<PAGE>
Exhibit 24
Page 2 of 2
Power of Attorney
in connection with
the registering of
not exceeding $200
million of Medium-
Term Notes, Series E
Directors
/s/ Dan A. Colussy /s/ Michael D. Sullivan
/s/ Freeman A. Hrabowski /s/ George L. Russell, Jr.
/s/ George V. McGowan /s/ Jerome W. Geckle
/s/ Beverly Byron /s/ J. Owen Cole
/s/ E. A. Crooke
/s/ Nancy Lampton
/s/ James R. Curtiss
Dated: December 20, 1996
<PAGE>
Exhibit 25
==============================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
-----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------------
BALTIMORE GAS AND ELECTRIC COMPANY
(Exact name of obligor as specified in its charter)
Maryland 52-0280210
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
39 W. Lexington Street
Baltimore, Maryland 21201
(Address of principal executive offices) (Zip code)
______________________
Medium-Term Notes, Series E
(Title of the indenture securities)
==============================================================================
- 1 -
<PAGE>
1. General information. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
- ------------------------------------------------------------------------------
Name Address
- ------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York
New York, N.Y. 10006, and Albany,N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule
24 of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No. 33-
21672 and Exhibit 1 to Form T-1 filed with Registration Statement
No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
- 2 -
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
- 3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York,
and State of New York, on the 20th day of December, 1996.
THE BANK OF NEW YORK
By: /S/PAUL J. SCHMALZEL
---------------------------
Name: PAUL J. SCHMALZEL
Title: ASSISTANT TREASURER
- 4
