Exhibit 1 (c)
FORM OF AUTHENTICATION AGENCY AGREEMENT
THIS AUTHENTICATION AGENCY AGREEMENT (the "Agreement"),
is entered into as of the _____ day 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 Authentication Agency Agreement 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, by or pursuant to resolutions of the Board of
Directors (or the Executive Committee thereof) the Company will
issue under the Indenture from time to time its Medium-Term
Notes, Series D in the maximum aggregate principal amount of
$225,000,000 (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 -
2. During the term of its appointment as Authentication
Agent, the Bank shall carry out the duties of Authentication
Agent set forth in the Indenture, in this Agreement, in the
Administrative Procedures relating to the Notes (the
"Procedures"), attached as Exhibit B to the Agency Agreement and
as attached hereto dated as of _______________, 1995, among the
Company, Lehman Brothers, Lehman Brothers Inc. (including its
affiliate Lehman Government Securities Inc.), and Goldman, Sachs
& Co. (irrespective of any amendment to the Procedures or any
amendment to or termination of said Agency Agreement), and in
such other rules and regulations (the "Rules") to which the
Company and the Bank may agree in writing, with the written
consent of the Trustee, from time to time (this Agreement, the
Procedures and any Rules, are herein referred to collectively as
the "Authentication Agency Documents"). The parties hereto
intend that the Authentication Agency Documents shall implement,
upon consent of the Trustee, the provisions of the Indenture with
respect to an Authentication Agent. The terms of the Indenture
and the Notes shall govern if there is a conflict between the
Indenture or the Notes and the Authentication Agency Documents.
3. The Bank may at any time resign by giving thirty days
written notice of resignation to the Company and the Trustee, and
the Company may at any time terminate the agency of the Bank by
giving written notice of the termination to the Bank and to the
Trustee.
4. The Bank acknowledges that it has received a copy of
the Indenture and has examined the provisions thereof relating to
the appointment, powers and obligations of the Authentication
Agent.
5. The Company agrees to pay the Bank reasonable
compensation for its services as Authentication Agent and to
reimburse it for any reasonable expenses (including reasonable
counsel fees) incurred by it, and to indemnify it and hold it
harmless from and against any loss, liability or expense not
resulting from the Bank's own negligence or bad faith, arising
out of or in connection with its duties as Authentication Agent
and to reimburse it for the reasonable costs and expenses
(including reasonable counsel fees) of defending against any such
claim or liability.
6. In acting as Authentication Agent, the Bank shall
incur no liability and shall be indemnified and held harmless by
the Company for any action taken, omitted or suffered to be taken
in good faith reliance upon (i) written advice of counsel, (ii)
instructions, requests or orders from the Trustee or from the
Company if given in accordance with the Indenture, or (iii) any
written communication believed by the Bank to be genuine and to
have been delivered or signed by the proper party or parties.
[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).]
7. This Agreement shall be executed and performed in the
State of New York and the validity and construction hereof shall
- 3 -
for all purposes be governed by the laws of the State of New
York.
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: ________________________________
VICE PRESIDENT
TITLE: _____________________________
____________________
BY: _______________________________
TITLE: ____________________________
We consent to the designation
of __________________ as the Authentication
Agent with respect to the Medium-Term
Notes, Series D of Baltimore Gas and
Electric Company pursuant to Section
2.02 of the Indenture.
THE BANK OF NEW YORK
BY: _______________________________
TITLE: ____________________________
[It may not be necessary to execute this document, if with respect to
the authentication of the Notes upon original issue, registration of
transfer or exchange thereof, the Trustee is the authentication
agent.]