Amendment No. 2 to Credit Agreement



 Exhibit 10.5 

AMENDMENT NO. 2 TO CREDIT AGREEMENT 

This Amendment No. 2 to Credit Agreement (this “Amendment”) is entered into as of May 30, 2014 by and among
Baltimore Gas and Electric Company (the “Borrower”), The Royal Bank of Scotland plc, as administrative agent (the “Administrative Agent”) and the other financial institutions signatory hereto (the
“Lenders”). 
 RECITALS 

A. The Borrower, the Administrative Agent and the Lenders are party to that certain Credit Agreement dated as of March 23, 2011 and
amended as of August 10, 2012 (as further amended, restated, extended, supplemented, modified and otherwise in effect on the date hereof, the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in
this Amendment shall have the meanings ascribed to them by the Credit Agreement. 
 B. The Borrower, the Administrative Agent and the
Lenders party hereto wish to amend the Credit Agreement on the terms and conditions set forth below. 
 Now, therefore, in consideration of
the mutual execution hereof and other good and valuable consideration, the parties hereto hereby agree as follows: 
 1. Amendments to
the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 of this Amendment, the Credit Agreement shall be amended as follows: 

(a) The following definitions are hereby inserted in the appropriate alphabetical locations into Section 1.01: 

(i) “Amendment No. 2” shall mean that certain Amendment No. 2 to the Credit Agreement dated as of May 30,
2014. 
 (ii) “Extending Lender” shall mean Lenders that consent to the request for an extension of the Maturity Date until
May 30, 2019 pursuant to Amendment No. 2. 
 (b) The following definition appearing in Section 1.01 is hereby amended and
restated in its entirety as follows: 
 (i) “Maturity Date” shall mean the earlier to occur of (i) (x) for any
Non-Extending Lender, August 10, 2018 or (y) for any Extending Lender which is party to this Amendment, May 30, 2019, or (ii) the date on which such Lender’s Commitment is terminated or reduced to zero in accordance with the
terms hereof. 







 2. Waiver and Consent. 

(a) Pursuant to Section 8.09 of the Credit Agreement, the Borrower, the Administrative Agent and the Majority Lenders hereby waive
(i) the notice requirements and (ii) the requirement that the extension of the Maturity Date be effective on the Maturity Date, in each case, as set forth in Section 2.10(d) of the Credit Agreement. 

(b) Each Lender party hereto hereby agrees to extend the scheduled Maturity Date for its Commitments and Advances to May 30, 2019. Each
such Lender is an “Extending Lender”, and each Lender which is not a party hereto is deemed a “Non-Extending Lender”, in each case, for the purposes of the Credit Agreement. 

3. Effectiveness. This Amendment shall become effective on the date hereof when and if each of the following conditions is satisfied:

 (a) The Administrative Agent shall have received one or more counterparts of this Amendment duly executed by the Borrower, the
Administrative Agent and Lenders constituting Majority Lenders. 
 (b) Each of the Administrative Agent, the LC Banks and the Lenders shall
have received payment of all fees and expenses then due and payable to the Administrative Agent, each LC Bank and the Lenders, respectively, subject to the Borrower receiving, to its satisfaction, an invoice of such amount at least three days prior
to the date hereof. 
 (c) No event has occurred and is continuing or would result from this Amendment that constitutes an Event of Default
or Unmatured Default. 
 (d) The representations and warranties contained in Section 4.01 of the Credit Agreement (other than those set
forth in the last sentence of subsection (f) and in subsection (m) thereof) are correct on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of such date. 

4. Reference to and Effect Upon the Credit Agreement. 

(a) Except as expressly amended and supplemented hereby, the Credit Agreement shall remain in full force and effect to the extent in effect
immediately prior to this Amendment and is hereby ratified and confirmed. 
 (b) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the Borrower or any Lender under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement, except as specifically set forth
herein. Upon the effectiveness of this Amendment, each reference to the Credit Agreement to “This Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the
Credit Agreement as amended and supplemented hereby. This Amendment shall constitute a Credit Document. 
 (c) The provisions set forth in
Sections 8.06, 8.14 and 8.17 of the Credit Agreement are hereby incorporated into this Amendment mutatis mutandis. 

  
 2 








 5. Governing Law. This Amendment shall be construed in accordance with and governed by the
laws of the State of New York. 
 6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but one contract. Delivery of executed counterparts by telecopy, facsimile or electronic transmission shall be effective as an original and shall constitute a
representation that an original shall be delivered. 
 7. Successors and Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns. 

  
 3 








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

  

	
	BALTIMORE GAS AND ELECTRIC COMPANY
	
	 /s/ Stacie M. Frank

	Stacie M. Frank
	Assistant Treasurer


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent
	
	 /s/ Tyler J. McCarthy

	Tyler J. McCarthy
	Director


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 THE BANK OF NOVA SCOTIA,
 as a LC
Issuer

	
	 /s/ Thane Rattew

	 Thane Rattew

	 Managing Director



 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 THE BANK OF NEW YORK MELLON,
 as a
Lender

	
	 /s/ Mark W. Rogers

	Mark W. Rogers
	Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 Canadian Imperial Bank of Commerce, New York Branch,

as a Lender

	
	 /s/ Anju Abraham

	Anju Abraham
	Authorized Signatory
	
	 /s/ Robert Casey

	Robert Casey
	Authorized Signatory


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 The Huntington National Bank,
 as a
Lender

	
	 /s/ Lori Cummins-Meyer

	Lori Cummins-Meyer
	Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 KeyBank National Association,
 as a
Lender

	
	 /s/ Sherrie I. Manson

	Sherrie I. Manson
	Senior Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 MANUFACTURERS AND TRADERS TRUST COMPANY,
 as a
Lender

	
	 /s/ Ramal L. Moreland

	Ramal L. Moreland
	Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 Mizuho Bank, Ltd.,
 as a Lender

	
	 /s/ Leon Mo

	Leon Mo
	Authorized Signatory


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 MORGAN STANLEY BANK, N.A.,
 as a
Lender

	
	 /s/ Michael King

	Michael King
	Authorized Signatory


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 PNC Bank, National Association,
 as a
Lender

	
	 /s/ Jon R. Hinard

	Jon R. Hinard
	Senior Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 ROYAL BANK OF CANADA,
 as a Lender

	
	 /s/ Rahul D. Shah

	Rahul D. Shah
	Authorized Signatory


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 SUMITOMO MITSUI BANKING CORPORATION,
 as a
Lender

	
	 /s/ Shuji Yabe

	Shuji Yabe
	Managing Director


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 TD Bank, N.A.,
 as a Lender

	
	 /s/ David Perlman

	David Perlman
	Senior Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 U.S. BANK NATIONAL ASSOCIATION,
 as a
Lender

	
	 /s/ Eric J. Cosgrove

	Eric J. Cosgrove
	Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 Wells Fargo Bank, N.A.
 as a
Lender

	
	 /s/ Shawn Young

	Shawn Young
	Director


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 THE ROYAL BANK OF SCOTLAND PLC,
 as a
Lender

	
	 /s/ Tyler J. McCarthy

	Tyler J. McCarthy
	Director


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 The Northern Trust Company,
 as a
Lender

	
	 /s/ Keith Burson

	Keith Burson
	Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 JPMORGAN CHASE BANK, N.A.,
 as a
Lender

	
	 /s/ Juan Javellana

	Juan Javellana
	Executive Director


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 GOLDMAN SACHS BANK USA,
 as a
Lender

	
	 /s/ Mark Walton

	Mark Walton
	Authorized Signatory


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
 as a
Lender

	
	 /s/ Michael Spaight

	Michael Spaight
	Authorized Signatory
	
	 /s/ Tyler R. Smith

	 Tyler R. Smith

	Authorized Signatory


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







  

	
	 Credit Agricole Corporate & Investment Bank,

as a Lender

	
	/s/ Darrell Stanley
	Darrell Stanley
	Managing Director
	
	/s/ Michael Willis
	Michael Willis
	Managing Director


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







  

	
	 Citibank, N.A.,
 as a Lender

	
	/s/ Amit Vasani
	Amit Vasani
	Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 BNP PARIBAS,
 as a Lender

	
	/s/ Denis O’Meara
	Denis O’Meara
	Managing Director
	
	/s/ Theodore Sheen
	Theodore Sheen
	Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 BARCLAYS BANK PLC,
 as a Lender

	
	/s/ Vanessa Kurbatskiy
	Vanessa Kurbatskiy
	Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
 as a
Lender

	
	/s/ Chi-Cheng Chen
	Chi-Cheng Chen
	Director


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company 







 
	
	 Bank of America, N.A.,
 as a
Lender

	
	/s/ William Merritt
	William Merritt
	Vice President


 Amendment No. 2 to Credit Agreement – Baltimore Gas and Electric Company