Exhibit 1 (b)
FORM OF AGREEMENT TO MAINTAIN AGENCY
THIS AGREEMENT TO MAINTAIN AGENCY (the "Agreement"), is
entered into as of _____________, 1995, by and between BALTIMORE
GAS AND ELECTRIC COMPANY, a Maryland corporation (the "Company"),
and _____________, a New York banking corporation (the "Bank").
[This Agreement amends and restates the Agreement to Maintain
Agency between the Company and the Bank dated September 21,
1994.] 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 D in the maximum aggregate principal amount of
$225,000,000 (the "Notes"); and
WHEREAS, the Company desires to designate the Bank as the
agency for (a) the presentation of the Notes for payment, (b)
payment of principal and interest regarding the Notes, (c)
registration of transfer/exchange of the Notes, and (d) the
receipt of notice/demand regarding the Notes, all pursuant to
Section 5.02 of the Indenture;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Company hereby designates the Bank as the agency
for (1) the presentation of the Notes for payment or for
registration of transfer/exchange of the Notes, (2) payment of
principal and interest, (3) the receipt of notices/demands which
may be served on the Company in respect of the Notes or the
Indenture, and (4) any other purposes permitted or contemplated
by Section 5.02 of the Indenture; provided that such designation
shall not apply to any series of Securities issued under the
Indenture other than the Notes. The Bank accepts such
appointment, subject to the terms and conditions of the Indenture
and the Agency Documents (as hereinafter defined).
2. During the term of its appointment hereunder, the
Bank shall carry out the duties set forth in Article Four and
Sections 3.04, 5.02, 5.04, 6.02, 8.05, 13.02, 13.03, 13.04 and
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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 ______________, 1995, among the
Company, Lehman Brothers, Lehman Brothers Inc. (including its
affiliate Lehman Government Securities Inc.), and Goldman, Sachs
& Co. (the "Procedures") (irrespective of any amendment to the
Procedures or any amendment to or termination of said Agency
Agreement), and in such other rules and regulations (the "Rules")
to which the Company and the Bank may agree in writing from time
to time (this Agreement, the Procedures and any Rules, are herein
referred to collectively as the "Agency Documents"). The parties
intend that the Agency Documents shall implement, upon proper
notice to the Trustee, the provisions of the Indenture with
respect to the designation of an agency (other than the Trustee)
regarding the Notes. The terms of the Indenture and the Notes
shall govern if there is a conflict between the Indenture or the
Notes and the Agency Documents.
3. Simultaneously upon execution of this Agreement, the
Bank will (i) deliver to the Trustee an instrument meeting the
requirements of Section 5.04 of the Indenture and (ii) deliver to
the Company an opinion of its counsel that this Agreement has
been duly authorized, executed and delivered by the Bank. The
Bank will provide the Trustee with all information requested
regarding registered holders of the Notes (including the
Securityholder lists as required by Section 6.01 of the
Indenture).
4. During the term of its appointment hereunder, the
Bank shall carry out the duties set forth in Article Four and
Section 5.04 of the Indenture and in the Notes with respect to
the payment of principal and interest. On an Interest Payment
Date or a maturity date shown on the Notes or on a date fixed for
redemption (or if any of such dates is not a Business Day, then
the immediately succeeding Business Day except if such Note bears
interest based upon LIBOR and such date is in the next calendar
month, such date shall be the preceding Business Day), the
Company will transfer to the Bank, via the Federal Reserve wire
transfer system, immediately available funds sufficient for the
Bank to make the payments of principal and/or interest. In the
event any Note has not been presented for payment within two (2)
years after a maturity date or a date fixed for redemption
thereof, the Bank shall (i) so advise the Company and (ii) return
the funds held by it for such payment upon written instructions
from the Company.
5. The Bank at any time may resign hereunder by giving
thirty days written notice to the Company and the Company may at
any time terminate the agency of the Bank, by giving written
notice of such termination to the Bank and to the Trustee.
6. The Bank acknowledges that it has received a copy of
the Indenture and has examined the provisions thereof.
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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. [In no event shall the Bank be liable for special,
indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits).]
10. Upon the Bank's request, the Company shall issue
instructions to the Bank in connection with any matter within the
scope of the Bank's duties under this Agreement or the Indenture,
and the Bank is hereby authorized to act upon any instructions,
believed by it to be genuine and purporting to have been
transmitted to the Bank by the Company or the Trustee or by any
of their respective agents or employees. Upon the Company's or
the Trustee's request, the Bank shall furnish the Company or the
Trustee with appropriate records of all transactions carried out
by the Bank pursuant to this Agreement at such intervals as the
Issuer or the Trustee may from time to time reasonably request.
11. This Agreement shall be governed by the laws of the
State of New York for all purposes.
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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
___________________
Attest: By:
Title:
We hereby acknowledge receipt of notice of the
appointment by the Company of ___________________ as the agency
for those matters regarding the Medium-Term Notes, Series D of
Baltimore Gas and Electric Company set forth in the above
Agreement.
THE BANK OF NEW YORK
Attest: By:
Title:
[It may not be necessary to execute this document, if with respect to
the Company's issuance of the Notes, the Trustee is the agency for (a)
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.]