Exhibit4(d)
REGISTERED
No.[FXR] REGISTERED
[CUSIP] [FORM OF MEDIUM-TERM NOTE]
[FRONT]
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
MEDIUM-TERM NOTE, SERIES D
(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.]
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STATED MATURITY: INTEREST RATE:
ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT:
ISSUE PRICE:
REDEMPTION PRICES
REDEEMABLE ON OR AFTER (% OF PRINCIPAL AMOUNT)
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Baltimore Gas and Electric Company, a Maryland corporation
(herein called the "Company", which term includes any successor corporation
under the Indenture, as hereinafterdefined), 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 of this Note. Each
payment of interest payable on each Interest Payment Date and at
Stated Maturity or, if applicable, upon redemption shall include
interest to, but excluding the relevent 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 the April 15 and October 15 next preceding the
May 1 and November 1 Interest Payment Dates; provided, however,
that interest payable at Stated Maturity or, if applicable, upon
redemption, shall be payable to the person to whom principal
shall be payable. Payment of the principal of andinterest 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) 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,
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
___________________________
| CERTIFICATE OF |
| AUTHENTICATION |
| |
| This is one of the |
| Securities |
| of the series designated | By:
| herein |
| issued under the |
| Indenture described | President
| herein. |
| |
| _____________________ | ATTEST:
| |
| |
| By:_____________________ | By:
| Authorized Signator | [SEAL]
|__________________________|
Secretary
[FORM OF MEDIUM-TERM NOTE]
(REVERSE)
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTE, SERIES D
(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 D (herein called the
"Notes"), limited (except as otherwise provided in the Indenture)
in aggregate principal amount to $225,000,000, 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 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
(provided that if this Note is redeemed in part, any remaining
principal amount of the Note shall be at least $100,000), 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 will be given 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.
In the event of redemption of this Note in part only, a
new Note or Notes of this series, having the same Stated
Maturity, optional redemption 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.
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 $100,000 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 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
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 revent 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, 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:
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| Insert Assignee's Social Security or Tax I.D. No.: |
|________________________________________________________________|
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
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(Print or Type Assignee's Name, Address and Zip Code)
the within Note of the Company and does hereby irrevocably
constitute and appoint
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Attorney to transfer the said Note on the books of the Company,
with full power of subsitution in the premises.
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Signature of Assignor
(Sign exactly as name appears on the face of the Note)
Dated: _______________