EXHIBIT 4(c)


 


Registration Rights Agreement


 


Dated As of October 13, 2006


among


Baltimore Gas and Electric
Company


and


Banc of America Securities LLC,


Barclays Capital Inc.,


Citigroup Global Markets Inc.,


and


Merrill Lynch, Pierce, Fenner
& Smith

Incorporated









 



REGISTRATION
RIGHTS AGREEMENT


This Registration Rights
Agreement (the “Agreement”) is made and entered into this 13th day of October, 2006, among Baltimore Gas and
Electric Company, a Maryland corporation (the “Company”), and Banc of America
Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representatives”) and
the other initial purchasers (collectively, the “Initial Purchasers”) named in
Schedule A to the purchase agreement dated October 11, 2006, among the Company
and the Initial Purchasers (the “Purchase Agreement”), which provides for the
sale by the Company to the Initial Purchasers of an aggregate of $400,000,000 million
principal amount of the Company’s 6.35% Notes due 2036 (the “Securities”).


This Agreement is made
pursuant to the Purchase Agreement.  In
order to induce the Initial Purchasers to enter into the Purchase Agreement,
the Company has agreed to provide to the Initial Purchasers and their direct
and indirect transferees the registration rights set forth in this
Agreement.  The execution of this
Agreement is a condition to the closing under the Purchase Agreement.


In consideration of the
foregoing, the parties hereto agree as follows:


1.          Definitions.


As used in this
Agreement, the following capitalized defined terms shall have the following
meanings:


“1933 Act”
shall mean the Securities Act of 1933, as amended from time to time.


“1934 Act”
shall mean the Securities Exchange Act of l934, as amended from time to time.


“Closing Date”
shall mean the Closing Date as defined in the Purchase Agreement.


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


“Depositary”
shall mean The Depository Trust Company, or any other depositary appointed by
the Company, provided, however, that such
depositary must have an address in the Borough of Manhattan, in The City of New
York.









 



“Exchange Offer”
shall mean the exchange offer by the Company of Exchange Securities for Registrable
Securities pursuant to Section 2.1 hereof.


“Exchange Offer Registration”
shall mean a registration under the 1933 Act effected pursuant to Section 2.1
hereof.


“Exchange Offer Registration Statement”
shall mean an exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form), and all amendments and supplements to
such registration statement, including the Prospectus contained therein, all
exhibits thereto and all documents incorporated by reference therein.


“Exchange
Period” shall have the meaning set forth in Section 2.1 hereof.


“Exchange Securities”
shall mean the 6.35% Notes due 2036 issued by the Company under the
Indenture containing terms identical to the Securities in all material respects
(except for references to certain interest rate provisions, restrictions on
transfers and restrictive legends), to be offered to Holders of Securities in
exchange for Registrable Securities pursuant to the Exchange Offer.


“Holder”
shall mean an Initial Purchaser, for so long as it owns any Registrable
Securities, and each of its successors, assigns and direct and indirect
transferees who become registered owners of Registrable Securities under the
Indenture and each Participating Broker-Dealer that holds Exchange Securities for
so long as such Participating Broker-Dealer is required to deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of such
Exchange Securities.


“Indenture”
shall mean the Indenture relating to the Securities, dated as of July 24, 2006,
between the Company and Deutsche Bank Trust Company Americas, as trustee, as
supplemented by a supplemental indenture dated as of October 13, 2006 between
the Company and the Trustee and as the same may be further amended,
supplemented, waived or otherwise modified from time to time in accordance with
the terms thereof.


“Initial Purchaser”
or “Initial Purchasers” shall have the meaning set forth in the
preamble.


“Majority Holders”
shall mean the Holders of a majority of the aggregate principal amount of
Outstanding (as defined in the Indenture) Registrable 









 



Securities;  provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Company and other
obligors on the Securities or any Affiliate (as defined in the Indenture) of
the Company shall be disregarded in determining whether such consent or
approval was given by the Holders of such required percentage amount.


“Participating Broker-Dealer”
shall mean any of Banc of America Securities LLC, Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and any other broker-dealer which makes a market in the Securities
and exchanges Registrable Securities in the Exchange Offer for Exchange
Securities.


“Person”
shall mean an individual, partnership (general or limited), corporation,
limited liability company, trust or unincorporated organization, or a
government or agency or political subdivision thereof.


“Private
Exchange” shall have the meaning set forth in Section 2.1 hereof.


“Private
Exchange Securities” shall have the meaning set forth in Section 2.1
hereof.


“Prospectus”
shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including any such prospectus supplement with
respect to the terms of the offering of any portion of the Registrable
Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.


“Purchase Agreement”
shall have the meaning set forth in the preamble.


“Registrable Securities”
shall mean the Securities and, if issued, the Private Exchange Securities; provided, however, that the Securities and, if issued, the
Private Exchange Securities, shall cease to be Registrable Securities when (i)
a Registration Statement with respect to such Securities shall have been
declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities have
been sold to the public pursuant to Rule l44 (or any similar provision then in
force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have
ceased to be outstanding 









 



or (iv) the
Exchange Offer is consummated (except in the case of Securities purchased from
the Company and continued to be held by the Initial Purchasers).


“Registration Expenses”
shall mean any and all expenses incident to performance of or compliance by the
Company with this Agreement, including without limitation:  (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. (the “NASD”) registration and filing
fees, including, if applicable, the fees and expenses of any “qualified
independent underwriter” (and its counsel) that is required to be retained by
any holder of Registrable Securities in accordance with the rules and
regulations of the NASD, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws and compliance with the
rules of the NASD (including reasonable fees and disbursements of counsel for
any underwriters or Holders in connection with blue sky qualification of any of
the Exchange Securities or Registrable Securities and any filings with the
NASD), (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
fees and expenses incurred in connection with the listing, if any, of any of
the Registrable Securities on any securities exchange or exchanges, (v) all
rating agency fees, (vi) the fees and disbursements of counsel for the Company
and of the independent public accountants of the Company, including the
expenses of any special audits or “cold comfort” letters required by or
incident to such performance and compliance, (vii) the fees and expenses
of the Trustee, and any escrow agent or custodian, (viii) the reasonable
fees and expenses of the Initial Purchasers in connection with the Exchange
Offer, including the reasonable fees and expenses of counsel to the Initial
Purchasers in connection therewith, (ix) the reasonable fees and disbursements
of special counsel representing the Holders of Registrable Securities and
(x) any fees and disbursements of the underwriters customarily required to
be paid by issuers or sellers of securities and the fees and expenses of any
special experts retained by the Company in connection with any Registration
Statement, but excluding underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities by
a Holder.


“Registration Statement”
shall mean any registration statement of the Company which covers any of the
Exchange Securities or Registrable Securities pursuant to the provisions of
this Agreement, and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.









 



“SEC” shall
mean the Securities and Exchange Commission or any successor agency or
government body performing the functions currently performed by the United
States Securities and Exchange Commission.


“Shelf Registration”
shall mean a registration effected pursuant to Section 2.2 hereof.


“Shelf Registration Statement”
shall mean a “shelf” registration statement of the Company pursuant to the
provisions of Section 2.2 of this Agreement which covers all of the Registrable
Securities or all of the Private Exchange Securities on an appropriate form
under Rule 415 under the 1933 Act, or any similar rule that may be adopted by
the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


“Trustee” shall
mean the trustee with respect to the Securities under the Indenture.


2.          Registration Under the 1933 Act.


2.1        Exchange Offer.  The Company shall, for the benefit of the
Holders, at the Company’s cost, (A) prepare and, as soon as practicable
but not later than 210 days following the Closing Date, file with the SEC an
Exchange Offer Registration Statement on an appropriate form under the 1933 Act
with respect to a proposed Exchange Offer and the issuance and delivery to the
Holders, in exchange for the Registrable Securities (other than Private
Exchange Securities), of a like principal amount of Exchange Securities, (B) use
its reasonable best efforts to cause the Exchange Offer Registration Statement
to be declared effective under the 1933 Act within 270 days of the Closing
Date, (C) use its reasonable best efforts to keep the Exchange Offer
Registration Statement effective until the closing of the Exchange Offer and (D) use
its reasonable best efforts to cause the Exchange Offer to be consummated not
later than 315 days following the Closing Date. 
The Exchange Securities will be issued under the Indenture.  Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Exchange Offer,
it being the objective of such Exchange Offer to enable each Holder eligible
and electing to exchange Registrable Securities for Exchange Securities
(assuming that such Holder (a) is not an affiliate of the Company within
the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer
tendering Registrable Securities acquired directly from the Company for its own
account, (c) acquired the Exchange Securities in the ordinary 









 



course of such Holder’s business and (d) has no
arrangements or understandings with any Person to participate in the Exchange
Offer for the purpose of distributing the Exchange Securities) to transfer such
Exchange Securities from and after their receipt without any limitations or
restrictions under the 1933 Act and under state securities or blue sky laws.


In connection with the
Exchange Offer, the Company shall:


(a)        mail as promptly as
practicable to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;


(b)        keep the Exchange Offer
open for acceptance for a period of not less than 30 calendar days after
the date notice thereof is mailed to the Holders (or longer if required by
applicable law) (such period referred to herein as the “Exchange Period”);


(c)        utilize the services of
the Depositary for the Exchange Offer;


(d)        permit Holders to withdraw
tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Time),
on the last business day of the Exchange Period, by sending to the institution
specified in the notice, a telegram, telex, facsimile transmission or letter
setting forth the name of such Holder, the principal amount of Registrable
Securities delivered for exchange, and a statement that such Holder is
withdrawing such Holder’s election to have such Securities exchanged;


(e)        notify each Holder that
any Registrable Security not tendered will remain outstanding and continue to
accrue interest, but will not retain any rights under this Agreement (except in
the case of the Initial Purchasers and Participating Broker-Dealers as provided
herein); and


(f)         otherwise comply in all
respects with all applicable laws relating to the Exchange Offer.


If, prior to consummation
of the Exchange Offer, the Initial Purchasers hold any Securities acquired by
them and having the status of an unsold allotment in the initial distribution,
the Company upon the request of any Initial Purchaser shall, simultaneously
with the delivery of the Exchange Securities in the Exchange Offer, issue and
deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the
Securities held by such Initial Purchaser, a like principal amount of debt
securities of the Company on a senior basis, that are identical (except that
such securities shall bear 









 



appropriate transfer restrictions) to the Exchange
Securities (the “Private Exchange Securities”).


The Exchange Securities
and the Private Exchange Securities shall be issued under (i) the
Indenture or (ii) an indenture identical in all material respects to the
Indenture and which, in either case, has been qualified under the Trust
Indenture Act of 1939, as amended (the “TIA”), or is exempt from such
qualification and shall provide that the Exchange Securities shall not be
subject to the transfer restrictions set forth in the Indenture but that the
Private Exchange Securities shall be subject to such transfer
restrictions.  The Indenture or such
indenture shall provide that the Exchange Securities, the Private Exchange
Securities and the Securities shall vote and consent together on all matters as
one class and that none of the Exchange Securities, the Private Exchange
Securities or the Securities will have the right to vote or consent as a
separate class on any matter.  The Private
Exchange Securities shall be of the same series as and the Company shall use
reasonable best efforts to have the Private Exchange Securities bear the same
CUSIP number as the Exchange Securities. 
The Company shall not have any liability under this Agreement solely as
a result of such Private Exchange Securities not bearing the same CUSIP number
as the Exchange Securities.


As soon as practicable
after the close of the Exchange Offer and/or the Private Exchange, as the case
may be, the Company shall:


(i)  accept for exchange all Registrable Securities
duly tendered and not validly withdrawn pursuant to the Exchange Offer in
accordance with the terms of the Exchange Offer Registration Statement and the
letter of transmittal which shall be an exhibit thereto;


(ii)  accept for exchange all Securities properly
tendered pursuant to the Private Exchange;


(iii)  deliver to the Trustee for cancellation all
Registrable Securities so accepted for exchange; and


(iv)  cause the Trustee promptly to authenticate
and deliver Exchange Securities or Private Exchange Securities, as the case may
be, to each Holder of Registrable Securities so accepted for exchange in a
principal amount equal to the principal amount of the Registrable Securities of
such Holder so accepted for exchange.


Interest on each Exchange
Security and Private Exchange Security will accrue from the last date on which
interest was paid on the Registrable Securities 









 



surrendered in exchange therefor or, if no interest
has been paid on the Registrable Securities, from the date of original issuance.  The Exchange Offer and the Private Exchange
shall not be subject to any conditions, other than (i) that the Exchange Offer
or the Private Exchange, or the making of any exchange by a Holder, does not
violate applicable law or any applicable interpretation of the staff of the
SEC, (ii) the due tendering of Registrable Securities in accordance with the
Exchange Offer and the Private Exchange, (iii) that each Holder of
Registrable Securities exchanged in the Exchange Offer shall have represented
that all Exchange Securities to be received by it shall be acquired in the
ordinary course of its business and that at the time of the consummation of the
Exchange Offer it shall have no arrangement or understanding with any person to
participate in the distribution (within the meaning of the 1933 Act) of the
Exchange Securities and shall have made such other representations as may be
reasonably necessary under applicable SEC rules, regulations or interpretations
to render the use of Form S-4 or other appropriate form under the 1933 Act
available and (iv) that no action or proceeding shall have been instituted
or threatened in any court or by or before any governmental agency with respect
to the Exchange Offer or the Private Exchange which, in the Company’s judgment,
would reasonably be expected to impair the ability of the Company to proceed
with the Exchange Offer or the Private Exchange.  The Company shall inform the Initial
Purchasers of the names and addresses of the Holders to whom the Exchange Offer
is made, and the Initial Purchasers shall have the right to contact such
Holders and otherwise facilitate the tender of Registrable Securities in the
Exchange Offer.


2.2        Shelf Registration.  (i) If, because of any changes in law, SEC
rules or regulations or applicable interpretations thereof by the staff of the
SEC, the Company is not permitted to effect the Exchange Offer as contemplated
by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer
Registration Statement is not filed with the SEC within 210 days of the Closing
Date, or if such Exchange Offer Registration Statement is not declared
effective within 270 days following the original issue of the Registrable
Securities or if the Exchange Offer is not consummated within 315 days after
the original issue of the Registrable Securities, (iii) upon the request
of any of the Initial Purchasers with respect to any Securities not eligible to
be exchanged for the Exchange Securities in the Exchange Offer Registration, (iv)
if a Holder is not permitted to participate in the Exchange Offer or does not
receive fully tradeable Exchange Securities pursuant to the Exchange Offer, and
such Holder so requests, or (v) if the Company so elects, then in case of each
of clauses (i) through (v) the Company shall, at its cost:


(a)        As promptly as
practicable, file with the SEC, and thereafter shall use its reasonable best
efforts to cause to be declared effective as promptly as practicable but no
later than the later of (A) 180 days after 









 



being required or
requested by a Holder to file a Shelf Registration Statement, or (B) 270 days
after the original issue of the Registrable Securities, a Shelf Registration
Statement relating to the offer and sale of the Registrable Securities by the
Holders from time to time in accordance with the methods of distribution
elected by the Majority Holders participating in the Shelf Registration and set
forth in such Shelf Registration Statement.


(b)        Use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective in
order to permit the Prospectus forming part thereof to be usable by Holders for
a period of two years from the date the Shelf Registration Statement is
declared effective by the SEC, or for such shorter period that will terminate
when all Registrable Securities covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement or cease to be
outstanding or otherwise to be Registrable Securities (the “Effectiveness
Period”);  provided,
however, that the Effectiveness Period in respect of the Shelf
Registration Statement shall be extended to the extent required to permit
dealers to comply with the applicable prospectus delivery requirements of Rule
174 under the 1933 Act and as otherwise provided herein.


(c)        Notwithstanding any other
provisions hereof, use its reasonable best efforts to ensure that (i) any Shelf
Registration Statement and any amendment thereto and any Prospectus forming
part thereof and any supplement thereto complies in all material respects with
the 1933 Act and the rules and regulations thereunder, (ii) any Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any Prospectus forming part of any Shelf
Registration Statement, and any supplement to such Prospectus (as amended or
supplemented from time to time), does not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements, in light of the circumstances under which they were made, not
misleading.


The Company shall not
permit any securities other than Registrable Securities to be included in the
Shelf Registration Statement.  The
Company further agrees, if necessary, to supplement or amend the Shelf
Registration Statement, as required by Section 3(b) below, and to furnish to
the Holders of Registrable Securities 









 



copies of any such supplement or amendment promptly
after its being used or filed with the SEC.


2.3        Expenses.  The Company shall pay all Registration
Expenses in connection with the registration pursuant to Section 2.1 or
2.2.  Each Holder shall pay all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder’s Registrable Securities pursuant to the
Shelf Registration Statement.


2.4.       Effectiveness.  (a) 
The Company will be deemed not to have used its reasonable efforts to
cause the Exchange Offer Registration Statement or its reasonable best efforts
to cause the Shelf Registration Statement, as the case may be, to become, or to
remain, effective during the requisite period if the Company voluntarily takes
any action that would, or omits to take any action which omission would, result
in any such Registration Statement not being declared effective or in the
Holders of Registrable Securities covered thereby not being able to exchange or
offer and sell such Registrable Securities during that period as and to the
extent contemplated hereby, unless such action is required by applicable law.


(b)           An
Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a Shelf
Registration Statement pursuant to Section 2.2 hereof will not be deemed to
have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Securities pursuant to an Exchange Offer
Registration Statement or a Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any
other governmental agency or court, such Registration Statement will be deemed
not to have become effective during the period of such interference, until the
offering of Registrable Securities pursuant to such Registration Statement may
legally resume.


2.5           Interest.  The Indenture executed in connection with the
Securities will provide that in the event that either (a) the Exchange Offer
Registration Statement is not filed with the Commission on or prior to the 210th calendar day following the date of original
issue of the Securities, (b) the Exchange Offer Registration Statement (or, if
a change in law or in applicable interpretations of the staff of the SEC does
not permit the Company to effect a Registered Exchange Offer, the Shelf
Registration Statement) has not been declared effective on or prior to the 270th calendar day following the date of original
issue of the Securities, (c) the Exchange Offer is not consummated on or prior
to the 315th calendar day following the date of original
issue of the Securities, (d) the Shelf Registration Statement is not declared
effective by the SEC within the later of (A) 180 days after being required or
requested by a Holder to file a Shelf Registration Statement, 









 



or (B) 270 days after the original issue of the
Registrable Securities, or (e) after the Exchange Offer Registration Statement
or the Shelf Registration Statement, as the case may be, is declared effective,
such Registration Statement thereafter ceases to be effective or usable and the
aggregate number of days in any consecutive twelve-month period for which the
Shelf Registration Statement shall not be usable exceeds 30 days in the
aggregate (each such event referred to in clauses (a) through (e) above, a “Registration
Default”), the interest rate borne by the Securities shall be increased (“Additional
Interest”) by one-quarter of one percent per annum upon the occurrence of each
Registration Default, which rate will increase by one quarter of one percent
each 90-day period that such Additional Interest continues to accrue under any
such circumstance, provided that the maximum aggregate increase in the interest
rate will in no event exceed one percent (1%) per annum.  Following the cure of all Registration
Defaults the accrual of Additional Interest will cease and the interest rate
will revert to the original rate.


The Company shall notify
the Trustee within three business days after each and every date on which an
event occurs in respect of which Additional Interest is required to be paid (an
“Event Date”).  Additional Interest shall
be paid by depositing with the Trustee, in trust, for the benefit of the
Holders of Registrable Securities, on or before the applicable semiannual
interest payment date, immediately available funds in sums sufficient to pay
the Additional Interest then due.  The
Additional Interest due shall be payable on each interest payment date to the
record Holder of Securities entitled to receive the interest payment to be paid
on such date as set forth in the Indenture. 
Each obligation to pay Additional Interest shall be deemed to accrue
from and including the day following the applicable Event Date.


3.          Registration Procedures.


In connection with the
obligations of the Company with respect to Registration Statements pursuant to
Sections 2.1 and 2.2 hereof, the Company shall:


(a)        prepare and file with the
SEC a Registration Statement, within the relevant time period specified in
Section 2, on the appropriate form under the 1933 Act, which form (i) shall be
selected by the Company, (ii) shall, in the case of a Shelf Registration, be
available for the sale of the Registrable Securities by the selling Holders thereof,
(iii) shall comply as to form in all material respects with the requirements of
the applicable form and include or incorporate by reference all financial
statements required by the SEC to be filed therewith or incorporated by
reference therein, and (iv) shall comply in all respects with the requirements
of Regulation S-T under the 1933 Act, and use its reasonable best efforts to
cause such Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;









 



(b)        prepare and file with the
SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary under applicable law to keep such Registration
Statement effective for the applicable period; and cause each Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provision then in force) under
the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and
the rules and regulations thereunder applicable to them with respect to the
disposition of all securities covered by each Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the selling Holders thereof (including sales by any
Participating Broker-Dealer);


(c)        in the case of a Shelf
Registration, (i) notify each Holder of Registrable Securities, at least five
business days prior to filing, that a Shelf Registration Statement with respect
to the Registrable Securities is being filed and advising such Holders that the
distribution of Registrable Securities will be made in accordance with the
method selected by the Majority Holders participating in the Shelf
Registration; (ii) furnish to each Holder of Registrable Securities and to each
underwriter of an underwritten offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or underwriter may reasonably request, including financial
statements and schedules and, if the Holder so requests, all exhibits in order
to facilitate the public sale or other disposition of the Registrable
Securities; and (iii) hereby consent to the use of the Prospectus or any
amendment or supplement thereto by each of the selling Holders of Registrable
Securities in connection with the offering and sale of the Registrable
Securities covered by the Prospectus or any amendment or supplement thereto;


(d)        use its reasonable best
efforts to register or qualify the Registrable Securities under all applicable
state securities or “blue sky” laws of such jurisdictions as any Holder of
Registrable Securities covered by a Registration Statement and each underwriter
of an underwritten offering of Registrable Securities shall reasonably request
by the time the applicable Registration Statement is declared effective by the
SEC, and do any and all other acts and things which may be reasonably necessary
or advisable to enable each such Holder and underwriter to consummate the
disposition in each such jurisdiction of such Registrable Securities owned by
such Holder; provided, however, that the
Company shall not be required to (i) qualify as a foreign corporation or as a dealer
in securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), or (ii) take any action which would subject
it to general service of process or taxation in any such jurisdiction where it
is not then so subject;









 



(e)        notify promptly each
Holder of Registrable Securities under a Shelf Registration or any
Participating Broker-Dealer who has notified the Company that it is utilizing
the Exchange Offer Registration Statement as provided in paragraph (f) below
and, if requested by such Holder or Participating Broker-Dealer, confirm such
advice in writing promptly (i) when a Registration Statement has become
effective and when any post-effective amendments and supplements thereto become
effective, (ii) of any request by the SEC or any state securities authority for
post-effective amendments and supplements to a Registration Statement and
Prospectus or for additional information after the Registration Statement has
become effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) in the
case of a Shelf Registration, if, between the effective date of a Registration
Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of the Company contained in any
underwriting agreement, securities sales agreement or other similar agreement,
if any, relating to the offering cease to be true and correct in all material
respects, (v) of the happening of any event or the discovery of any facts
during the period a Shelf Registration Statement is effective which makes any
statement made in such Registration Statement or the related Prospectus untrue
in any material respect or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein
not misleading, (vi) of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Registrable Securities or the
Exchange Securities, as the case may be, for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose and (vii) of any
determination by the Company that a post-effective amendment to such
Registration Statement would be appropriate;


(f)         (A)  in the case of the Exchange Offer
Registration Statement (i) include in the Exchange Offer Registration
Statement a section entitled “Plan of Distribution” which section shall be
reasonably acceptable to the Representatives on behalf of the Participating
Broker-Dealers, and which shall contain a summary statement of the positions
taken or policies made by the staff of the SEC with respect to the potential “underwriter”
status of any broker-dealer that holds Registrable Securities acquired for its
own account as a result of market-making activities or other trading activities
and that will be the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Securities to be received by such broker-dealer in
the Exchange Offer, whether such positions or policies have been publicly
disseminated by the staff of the SEC or such positions or policies, in the
reasonable judgment of the Representatives on behalf of the Participating
Broker-Dealers and its counsel, represent the prevailing views of the staff of
the SEC, including a statement that any such broker-dealer who receives
Exchange Securities for Registrable Securities pursuant to the Exchange Offer
may be deemed a statutory underwriter and must deliver a prospectus 









 



meeting the requirements of the 1933 Act in connection
with any resale of such Exchange Securities, (ii) furnish to each
Participating Broker-Dealer who has delivered to the Company the notice
referred to in Section 3(e), without charge, as many copies of each Prospectus
included in the Exchange Offer Registration Statement, including any
preliminary prospectus, and any amendment or supplement thereto, as such
Participating Broker-Dealer may reasonably request, (iii) hereby consent
to the use of the Prospectus forming part of the Exchange Offer Registration
Statement or any amendment or supplement thereto, by any Person subject to the
prospectus delivery requirements of the SEC, including all Participating
Broker-Dealers, in connection with the sale or transfer of the Exchange
Securities covered by the Prospectus or any amendment or supplement thereto,
and (iv) include in the transmittal letter or similar documentation to be executed
by an exchange offeree in order to participate in the Exchange Offer (x) the
following provision:


“If the exchange
offeree is a broker-dealer holding Registrable Securities acquired for its own
account as a result of market-making activities or other trading activities, it
will deliver a prospectus meeting the requirements of the 1933 Act in
connection with any resale of Exchange Securities received in respect of such
Registrable Securities pursuant to the Exchange Offer;” and


(y) a statement to the effect that by a broker-dealer
making the acknowledgment described in clause (x) and by delivering a
Prospectus in connection with the exchange of Registrable Securities, the
broker-dealer will not be deemed to admit that it is an underwriter within the
meaning of the 1933 Act; and


(B)       in
the case of any Exchange Offer Registration Statement, the Company agrees to
deliver to the Initial Purchasers on behalf of the Participating Broker-Dealers
upon the effectiveness of the Exchange Offer Registration Statement an officers’
certificates substantially in the form customarily delivered in a public
offering of debt securities;


(g)       (i)  in the case of an Exchange Offer, furnish
counsel for the Initial Purchasers and (ii) in the case of a Shelf
Registration, furnish counsel for the Holders of Registrable Securities copies
of any comment letters received from the SEC or any other request by the SEC or
any state securities authority for amendments or supplements to a Registration
Statement and Prospectus or for additional information;


(h)        make every reasonable
effort to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible moment;









 



(i)         in the case of a Shelf
Registration, furnish to each Holder of Registrable Securities, and each
underwriter, if any, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules (without documents incorporated therein by
reference and all exhibits thereto, unless requested);


(j)         in the case of a Shelf
Registration, cooperate with the selling Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends; and
enable such Registrable Securities to be in such denominations (consistent with
the provisions of the Indenture) and registered in such names as the selling
Holders or the underwriters, if any, may reasonably request at least three
business days prior to the closing of any sale of Registrable Securities;


(k)        in the case of a Shelf
Registration, upon the occurrence of any event or the discovery of any facts,
each as contemplated by Sections 3(e)(v) and 3(e)(vi) hereof, as promptly as
practicable after the occurrence of such an event, use its reasonable best
efforts to prepare a supplement or post-effective amendment to the Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Securities or Participating
Broker-Dealers, such Prospectus will not contain at the time of such delivery
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading or will remain so qualified.  At such time as such public disclosure is
otherwise made or the Company determines that such disclosure is not necessary,
in each case to correct any misstatement of a material fact or to include any
omitted material fact, the Company agrees promptly to notify each Holder of
such determination and to furnish each Holder such number of copies of the
Prospectus as amended or supplemented, as such Holder may reasonably request;


(l)         in the case of a Shelf
Registration, a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement, provide copies of such document to
the Initial Purchasers on behalf of such Holders; and make representatives of
the Company as shall be reasonably requested by the Holders of Registrable
Securities, or the Initial Purchasers on behalf of such Holders, available for
discussion of such document;
















(m)       obtain a CUSIP number for
all Exchange Securities, Private Exchange Securities or Registrable Securities,
as the case may be, not later than the effective date of a Registration
Statement, and provide the Trustee with printed certificates for the Exchange
Securities, Private Exchange Securities or the Registrable Securities, as the
case may be, in a form eligible for deposit with the Depositary;


(n)       (i)  cause the Indenture to be qualified under the
TIA in connection with the registration of the Exchange Securities or
Registrable Securities, as the case may be, (ii) cooperate with the Trustee and
the Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the TIA and (iii) execute,
and use its reasonable best efforts to cause the Trustee to execute, all
documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner;


(o)       in the case of a Shelf
Registration, enter into agreements (including underwriting agreements) and
take all other customary and appropriate actions in order to expedite or
facilitate the disposition of such Registrable Securities and in such connection
whether or not an underwriting agreement is entered into and whether or not the
registration is an underwritten registration:


(i)  make such representations and warranties to
the Holders of such Registrable Securities and the underwriters, if any, in
form, substance and scope as are customarily made by issuers to underwriters in
similar underwritten offerings as may be reasonably requested by them;


(ii)  obtain opinions of counsel to the Company and
updates thereof (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the managing underwriters, if any, and the
holders of a majority in principal amount of the Registrable Securities being
sold) addressed to each selling Holder and the underwriters, if any, covering
the matters customarily covered in opinions requested in sales of securities or
underwritten offerings and such other matters as may be reasonably requested by
such Holders and underwriters;


(iii)  obtain “cold comfort” letters and updates
thereof from the Company’s independent certified public accountants (and, if
necessary, any other independent certified public accountants of any subsidiary
of the Company or of any business acquired by the Company for which financial
statements are, or are required to be, included in the Registration Statement)
addressed to the underwriters, if any, and use reasonable efforts to have 











such letter
addressed to the selling Holders of Registrable Securities (to the extent
consistent with Statement on Auditing Standards No. 72 of the American
Institute of Certified Public Accounts), such letters to be in customary form
and covering matters of the type customarily covered in “cold comfort” letters
to underwriters in connection with similar underwritten offerings;


 (iv)  enter
into a securities sales agreement with the Holders and an agent of the Holders
providing for, among other things, the appointment of such agent for the
selling Holders for the purpose of soliciting purchases of Registrable
Securities, which agreement shall be in form, substance and scope customary for
similar offerings;


  (v)  if
an underwriting agreement is entered into, cause the same to set forth
indemnification provisions and procedures substantially equivalent to the
indemnification provisions and procedures set forth in Section 4 hereof with
respect to the underwriters and all other parties to be indemnified pursuant to
said Section or, at the request of any underwriters, in the form customarily
provided to such underwriters in similar types of transactions; and


 (vi) 
deliver such documents and certificates as may be reasonably requested
and as are customarily delivered in similar offerings to the Holders of a
majority in principal amount of the Registrable Securities being sold and the
managing underwriters, if any.


The above shall be done at (i) the effectiveness of
such Registration Statement (and each post-effective amendment thereto) and
(ii) each closing under any underwriting or similar agreement as and to the
extent required thereunder;


(p)       in the case of a Shelf
Registration or if a Prospectus is required to be delivered by any
Participating Broker-Dealer in the case of an Exchange Offer, make available
for inspection by representatives of the Holders of the Registrable Securities,
any underwriters participating in any disposition pursuant to a Shelf
Registration Statement, any Participating Broker-Dealer and any counsel or
accountant retained by any of the foregoing, all financial and other records,
pertinent corporate documents and properties of the Company reasonably
requested by any such persons, and cause the respective officers, directors,
employees, and any other agents of the Company to supply all information
reasonably requested by any such representative, underwriter, special counsel
or accountant in connection with a Registration Statement, and make such 











representatives of the Company available for
discussion of such documents as shall be reasonably requested by the Initial
Purchasers;


(q)       (i)  in the case of an Exchange Offer Registration
Statement, a reasonable time prior to the filing of any Exchange Offer
Registration Statement, any Prospectus forming a part thereof, any amendment to
an Exchange Offer Registration Statement or amendment or supplement to such
Prospectus, provide copies of such document to the Initial Purchasers and to
counsel to the Holders of Registrable Securities and make such changes in any
such document prior to the filing thereof as the Initial Purchasers or counsel
to the Holders of Registrable Securities may reasonably request and, except as
otherwise required by applicable law, not file any such document in a form to
which the Initial Purchasers on behalf of the Holders of Registrable Securities
and counsel to the Holders of Registrable Securities shall not have previously
been advised and furnished a copy of or to which the Initial Purchasers on
behalf of the Holders of Registrable Securities or counsel to the Holders of
Registrable Securities shall reasonably object, and make the representatives of
the Company available for discussion of such documents as shall be reasonably
requested by the Initial Purchasers; and


(ii)  in the case of a Shelf Registration, a
reasonable time prior to filing any Shelf Registration Statement, any
Prospectus forming a part thereof, any amendment to such Shelf Registration
Statement or amendment or supplement to such Prospectus, provide copies of such
document to the Holders of Registrable Securities, to the Initial Purchasers,
to counsel for the Holders and to the underwriter or underwriters of an
underwritten offering of Registrable Securities, if any, make such changes in
any such document prior to the filing thereof as the Initial Purchasers, the
counsel to the Holders or the underwriter or underwriters reasonably request and
not file any such document in a form to which the Majority Holders, the Initial
Purchasers on behalf of the Holders of Registrable Securities, counsel for the
Holders of Registrable Securities or any underwriter shall not have previously
been advised and furnished a copy of or to which the Majority Holders, the
Initial Purchasers on behalf of the Holders of Registrable Securities, counsel
to the Holders of Registrable Securities or any underwriter shall reasonably
object, and make the representatives of the Company available for discussion of
such document as shall be reasonably requested by the Holders of Registrable
Securities, the Initial Purchasers on behalf of such Holders, counsel for the
Holders of Registrable Securities or any underwriter.


(r)        in the case of a Shelf
Registration, use its best efforts to cause all Registrable Securities to be
listed on any securities exchange on which similar debt securities issued by
the Company are then listed if requested by the Majority Holders, or 











if requested by the underwriter or underwriters of an
underwritten offering of Registrable Securities, if any;


(s)       in the case of a Shelf
Registration, use its reasonable best efforts to cause the Registrable
Securities to be rated by the appropriate rating agencies, if so requested by
the Majority Holders, or if requested by the underwriter or underwriters of an
underwritten offering of Registrable Securities, if any;


(t)        otherwise comply with all
applicable rules and regulations of the SEC and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering at
least 12 months which shall satisfy the provisions of Section 11(a) of the 1933
Act and Rule 158 thereunder;


(u)       cooperate and assist in any
filings required to be made with the NASD and, in the case of a Shelf
Registration, in the performance of any due diligence investigation by any
underwriter and its counsel (including any “qualified independent underwriter”
that is required to be retained in accordance with the rules and regulations of
the NASD); and


(v)       upon consummation of an
Exchange Offer or a Private Exchange, obtain a customary opinion of counsel to
the Company addressed to the Trustee for the benefit of all Holders of
Registrable Securities participating in the Exchange Offer or Private Exchange,
and which includes an opinion that (i) the Company has duly authorized,
executed and delivered the Exchange Securities and/or Private Exchange
Securities, as applicable, and the related indenture, and (ii) each of the
Exchange Securities and related indenture constitute a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its respective terms (with customary exceptions).


In the case of a Shelf
Registration Statement, the Company may (as a condition to such Holder’s
participation in the Shelf Registration) require each Holder of Registrable
Securities to furnish to the Company such information regarding the Holder and
the proposed distribution by such Holder of such Registrable Securities as the
Company may from time to time reasonably request in writing.


In the case of a Shelf
Registration Statement, each Holder agrees that, upon receipt of any notice
from the Company of the happening of any event or the discovery of any facts,
each of the kind described in Section 3(e)(v) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof, and, if
so directed by the Company, 











such Holder will deliver to the Company (at its
expense) all copies in such Holder’s possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.


In the event that the
Company fails to effect the Exchange Offer or file any Shelf Registration
Statement and maintain the effectiveness of any Shelf Registration Statement as
provided herein, the Company shall not file any Registration Statement with
respect to any securities (within the meaning of Section 2(1) of the 1933 Act)
of the Company other than Registrable Securities.


If any of the Registrable
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the underwriter or underwriters and manager or managers
that will manage such offering will be selected by the Majority Holders of such
Registrable Securities included in such offering and shall be acceptable to the
Company.  No Holder of Registrable
Securities may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder’s Registrable Securities on the
basis provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (b) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.


4.         Indemnification; Contribution.


(a)           The
Company agrees to indemnify and hold harmless the Initial Purchasers, each
Holder, each Participating Broker-Dealer, each Person who participates as an
underwriter (any such Person being an “Underwriter”) and each Person, if any,
who controls any Holder or Underwriter within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act as follows:


(i)  against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment or supplement thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arising out of any
untrue statement or alleged untrue statement of a material fact contained in
any Prospectus (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material 











fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


(ii)  against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; 
provided that (subject to Section 4(d) below) any such settlement is
effected with the written consent of the Company; and


(iii)  against any and all expense whatsoever, as
incurred (including the fees and disbursements of counsel chosen by any
indemnified party), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above;


provided, however, that this
indemnity agreement shall not apply to any loss, liability, claim, damage or
expense to the extent arising out of any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by any Holder or Underwriter
expressly for use in a Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto).


(b)       Each Holder severally, but
not jointly, agrees to indemnify and hold harmless the Company, the Initial
Purchasers, each Underwriter and the other selling Holders, and each of their
respective directors and officers, and each Person, if any, who controls the
Company, the Initial Purchasers, any Underwriter or any other selling Holder
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act,
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in Section 4(a) hereof, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Shelf Registration Statement (or any amendment thereto) or any
Prospectus included therein (or any amendment or supplement thereto) in
reliance upon and in conformity with written information with respect to such
Holder furnished to the Company by such Holder expressly for use in the Shelf
Registration Statement (or any amendment thereto) or such Prospectus (or any
amendment or supplement thereto); provided, however,
that no such Holder shall be liable for any claims hereunder in excess of the
amount of net proceeds 











received by such Holder from the sale of Registrable
Securities pursuant to such Shelf Registration Statement.


(c)       Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action or proceeding commenced against it in respect of which indemnity
may be sought hereunder, but failure so to notify an indemnifying party shall
not relieve such indemnifying party from any liability hereunder to the extent
it is not materially prejudiced as a result thereof and in any event shall not
relieve it from any liability which it may have otherwise than on account of
this indemnity agreement.  An
indemnifying party may participate at its own expense in the defense of such
action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party.  In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel (in addition to any local counsel) separate from their own counsel
for all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 4 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.


(d)       If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 4(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.


(e)           If the indemnification provided for in this Section 4
is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages 











and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and
the Holders and the Initial Purchasers on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.


The relative fault of the
Company on the one hand and the Holders and the Initial Purchasers on the other
hand shall be determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Company, the Holders or the Initial Purchasers and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


The Company, the Holders
and the Initial Purchasers agree that it would not be just and equitable if
contribution pursuant to this Section 4 were determined by pro rata allocation
(even if the Initial Purchasers were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to above in this Section 4. The aggregate amount of
losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 4 shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.


Notwithstanding the
provisions of this Section 4, no Initial Purchaser shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities sold by it were offered exceeds the amount of any damages which
such Initial Purchaser has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.


No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.


For purposes of this
Section 4, each Person, if any, who controls an Initial Purchaser or Holder
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as such Initial Purchaser or Holder,
and each director of the Company, and each Person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as the Company.  The Initial Purchasers’ respective
obligations to contribute pursuant to this Section 7 are several in proportion 











to the principal amount of Securities set forth
opposite their respective names in Schedule A to the Purchase Agreement and not
joint.


5.         Miscellaneous.


5.1       Rule 144 and Rule 144A.  For so long as the Company is subject to the
reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. 
If the Company ceases to be so required to file such reports, the
Company covenants that it will upon the request of any Holder of Registrable
Securities (a) make publicly available such information as is necessary to
permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such
information to a prospective purchaser as is necessary to permit sales pursuant
to Rule 144A under the 1933 Act and it will take such further action as any
Holder of Registrable Securities may reasonably request, and (c) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Securities without registration under the 1933 Act within the limitation of the
exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may
be amended from time to time, or (iii) any similar rules or regulations
hereafter adopted by the SEC.  Upon the
request of any Holder of Registrable Securities, the Company will deliver to
such Holder a written statement as to whether it has complied with such
requirements.


5.2       No Inconsistent Agreements.  The Company has not entered into and the
Company will not after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions
hereof.  The rights granted to the
Holders hereunder do not and will not for the term of this Agreement in any way
conflict with the rights granted to the holders of the Company’s other issued
and outstanding securities under any such agreements.


5.3       Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at
least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
departure.


5.4       Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery,
registered first-class 











mail, telex, telecopier, or any courier guaranteeing
overnight delivery (a) if to a Holder, at the most current address given by
such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 5.4, which address initially is the address set
forth in the Purchase Agreement with respect to the Initial Purchasers; and
(b) if to the Company, initially at the Company’s address set forth in the
Purchase Agreement, and thereafter at such other address of which notice is
given in accordance with the provisions of this Section 5.4.


All such notices and
communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; two business days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered
to an air courier guaranteeing overnight delivery.


Copies of all such
notices, demands, or other communications shall be concurrently delivered by
the person giving the same to the Trustee under the Indenture, at the address
specified in such Indenture.


5.5       Successor and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the
Indenture.  If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all
of the terms of this Agreement, and by taking and holding such Registrable
Securities such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement, including
the restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such person shall be entitled to receive the benefits
hereof.


5.6       Third Party Beneficiaries.  The Initial Purchasers (even if the Initial
Purchasers are not Holders of Registrable Securities) shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Holders, on the other hand, and shall have the right to enforce
such agreements directly to the extent they deem such enforcement necessary or
advisable to protect their rights or the rights of Holders hereunder.  Each Holder of Registrable Securities shall
be a third party beneficiary to the agreements made hereunder between the
Company, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to 











enforce such agreements directly to the extent it
deems such enforcement necessary or advisable to protect its rights hereunder.


5.7.      Specific Enforcement.  Without limiting the remedies available to
the Initial Purchasers and the Holders, the Company acknowledges that any
failure by the Company to comply with its obligations under Sections 2.1
through 2.4 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
would not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company’s
obligations under Sections 2.1 through 2.4 hereof.


5.8.          Restriction on
Resales.  Until the expiration of two
years after the original issuance of the Securities, the Company will not, and
will cause its “affiliates” (as such term is defined in Rule 144(a)(1) under
the 1933 Act) not to, resell any Securities which are “restricted securities”
(as such term is defined under Rule 144(a)(3) under the 1933 Act) that have
been reacquired by any of them and shall immediately upon any purchase of any
such Securities submit such Securities to the Trustee for cancellation.


5.9       Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


5.10     Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


5.11     GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.


5.12     Severability. In the
event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.











IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above.


	
  

  	
  BALTIMORE GAS AND ELECTRIC

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Jeanne M. Blondia

  	
   

  
	
   

  	
   

  	
   Name: Jeanne M. Blondia

  
	
   

  	
   

  	
   Title:

  	
  Treasurer and Assistant

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
  Confirmed and
  accepted as

  	
   

  
	
  of the date first above

  	
   

  
	
  written:

  	
   

  
	
   

  	
   

  
	
  BANC OF AMERICA
  SECURITIES LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Peter J. Carbone

  	
   

  	
   

  
	
  Name: Peter J. Carbone

  	
   

  
	
  Title: Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BARCLAYS CAPITAL
  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Pamela
  Kendall

  	
   

  	
   

  
	
  Name: Pamela Kendall

  	
   

  
	
  Title: Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CITIGROUP GLOBAL
  MARKETS INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Brian D.
  Bednarkski

  	
   

  	
   

  
	
  Name: Brian D.
  Bednarkski

  	
   

  
	
  Title: Director

  	
   

  
								



 











 


	
  MERRILL LYNCH & CO.

  	
   

  
	
  MERRILL LYNCH,
  PIERCE, FENNER & SMITH

  	
   

  
	
   

  	
  INCORPORATED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Jeff Kulik

  	
   

  	
   

  
	
  Name: Jeff Kulik

  	
   

  
	
  Title: Managing Director

  	
   

  
					



 


For
themselves and as Representative(s) of the other Initial Purchasers named in
Schedule A hereto.