Exhibit No. 4(c)


 


BALTIMORE GAS AND ELECTRIC COMPANY,


Issuer


 


TO


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


Trustee


 






 


Supplemental Indenture No. 1


Dated as of October 1, 2009


 






 


Supplemental to the Indenture and Security Agreement

dated as of July 9, 2009


 






 


Amendment


 

















 


Supplemental Indenture No. 1


 


Supplemental
Indenture No. 1, dated as of October 1, 2009 made by and between BALTIMORE
GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws
of the State of Maryland (hereinafter sometimes called the “Company”), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, a banking corporation organized and existing under
the laws of the State of New York (hereinafter sometimes called the “Trustee”),
as Trustee under the Indenture and Security Agreement, dated as of July 9,
2009 (hereinafter called the “Original Indenture”), this Supplemental Indenture
No. 1 being supplemental thereto.  The
Original Indenture and any and all indentures and instruments supplemental
thereto are hereafter sometimes collectively called the “Indenture.”


 


Recitals of the Company


 


As
contemplated by Section 1301(l) of the Original Indenture, the
Company wishes to delete the last paragraph of Section 103 of the Original
Indenture.  This change does not
adversely affect the interests of the Holders of Securities of any series or
Tranche in any material respect because no Securities have been issued under
the Indenture.


 


NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1 WITNESSETH, that, for and in
consideration of the premises and other good and valuable consideration, it is
mutually covenanted and agreed, as follows:


 


ARTICLE ONE.


 


Amendment


 


SECTION 1.  The last paragraph of Section 103 of the Original Indenture is
hereby deleted.


 


ARTICLE TWO.


 


Miscellaneous Provisions


 


SECTION 1. This Supplemental Indenture No. 1
is a supplement to the Original Indenture. As supplemented by this Supplemental
Indenture No. 1, the Indenture is in all respects ratified, approved and
confirmed, and the Original Indenture and this Supplemental Indenture No. 1
shall together constitute the Indenture.


 


SECTION 2. The recitals contained in this
Supplemental Indenture No. 1 shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness and
makes no representations as to the validity or sufficiency of this Supplemental
Indenture No. 1.


 


This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 1
to be duly executed as of the day and year first above written.


 


	
   

  	
   

  	
  BALTIMORE GAS AND
  ELECTRIC COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Christopher J.
  Budzynski

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Christopher J.
  Budzynski

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  	
   

  
	
  Executed by Baltimore
  Gas and Electric Company in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sean J. Klein

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Kim Poor

  	
   

  	
   

  



 


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  DEUTSCHE BANK TRUST
  COMPANY AMERICAS

  
	
   

  	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Annie V.
  Jaghatspanyan

  
	
   

  	
   

  	
   

  	
  Name:  Annie V. Jaghatspanyan

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  And:

  	
  /s/ Wanda Camacho

  
	
   

  	
   

  	
   

  	
  Name: Wanda Camacho

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  Executed by Deutsche
  Bank Trust Company Americas in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   Signature illegible

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature illegible

  	
   

  	
   

  



 


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  STATE OF MARYLAND

  	
  )

  	
   

  
	
   

  	
  )    SS.:

  	
   

  
	
  CITY/COUNTY OF ANNE
  ARUNDEL

  	
  )

  	
   

  



 


On
this 1st day of October, 2009, before me, a Notary Public within and for said
City/County, personally appeared Christopher J. Budzynski, to me personally
known to be Vice President and Treasurer of BALTIMORE GAS AND ELECTRIC COMPANY,
a Maryland corporation, the corporation which executed the within instrument,
and who, being by me duly sworn, did say that he is Vice President and
Treasurer of BALTIMORE GAS AND ELECTRIC COMPANY, the corporation named in the
foregoing instrument; that said instrument was signed in behalf of said
corporation by authority of its Board of Directors; and said Christopher J.
Budzynski acknowledged to me said instrument to be the free act and deed of
said corporation, and that said corporation executed the same.


 


 


	
   

  	
  /s/ Cathy Lynn Crouse

  
	
   

  	
  Notary Public, State of
  Maryland

  
	
   

  	
  Commission Expires:
  1/1/2010

  



 


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  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )    ss.:

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


On
this 2nd day of October, 2009, before me, a notary public, the undersigned
officer, personally appeared Annie V. Jaghatspanyan and Wanda Camacho, each of
whom acknowledges that she is a Vice President of DEUTSCHE BANK TRUST COMPANY
AMERICAS and that she, as such officer, being authorized to do so, executed the
foregoing instrument for the purposes therein contained, by signing the name of
the corporation by herself as such officer.


 


In
witness whereof, I hereunto set my hand and official seal.


 


	
   

  	
  /s/ Michael N.
  Schoenfeld

  
	
   

  	
   

  
	
   

  	
  Notary Public, State of
  New York

  
	
   

  	
  New York County

  
	
   

  	
  Lic. #01SC6179122

  
	
   

  	
  Commission Expires
  12/24/2011

  



 


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