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)
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
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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
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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
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[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
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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
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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,
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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: _______________
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[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: _______________
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