Full Requirements Service Agreement (2001)Full Document 

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                       FULL REQUIREMENTS SERVICE AGREEMENT

                                     BETWEEN

                       BALTIMORE GAS AND ELECTRIC COMPANY

                                       AND

                        CONSTELLATION POWER SOURCE, INC.


                                      DATED

                                 AUGUST 23, 2001









The asterisks on pages 12, 24, 25 and A1 denote that confidential portions of
this 
Exchange Act of 1934. The confidential portions have been submitted separately
to the Securities and Exchange Commission.












                                TABLE OF CONTENTS

                                                                                                                     Page
                                                                                                               

ARTICLE 1.                 Definitions                                                                                 1

ARTICLE 2.                 Term                                                                                        7

ARTICLE 3.                 Supplier Responsibilities                                                                   7

ARTICLE 4.                 BGE Responsibilities                                                                        9

ARTICLE 5.                 Billing and Payment                                                                        10

ARTICLE 6.                 Price                                                                                      12

ARTICLE 7.                 Events of Default; Remedies                                                                13

ARTICLE 8.                 Credit Support                                                                             16

ARTICLE 9.                 Indemnification                                                                            18

ARTICLE 10.                Limitation of Liability                                                                    19

ARTICLE 11.                Force Majeure                                                                              19

ARTICLE 12.                Representations and Warranties                                                             21

ARTICLE 13.                Miscellaneous                                                                              21

APPENDIX A                 SAMPLE PJM BILL
APPENDIX B                 GENERATION SHOPPING CREDITS
APPENDIX C                 LITIGATION DISCLOSURE
APPENDIX D                 CPS GUARANTY
APPENDIX E                 BGE GUARANTY






                                       i








                       FULL REQUIREMENTS SERVICE AGREEMENT


         THIS FULL REQUIREMENTS SERVICE AGREEMENT ("Agreement"), made and
 entered into as of this day of August, 2001 by and between Baltimore Gas and
 Electric Company, a Maryland Corporation ("BGE") and Constellation Power
 Source, Inc., a Delaware corporation ("Supplier") (each individually a "Party",
 or collectively, the "Parties").

                               W I T N E S S E T H

         WHEREAS, on April 8, 1999, Maryland enacted the Electric Choice and
 Competition Act authorizing customer choice and competition among electric
 suppliers;

         WHEREAS, on November 10, 1999 the Maryland Public Service Commission
 issued an order approving the terms of a settlement providing for retail choice
 within BGE's service territory;

         WHEREAS, the Maryland PSC Order directs BGE to supply electric service
 for a period of up to six years to those retail customers within BGE's retail
 service territory that choose not to purchase their power supply from
 alternative competitive suppliers;

         WHEREAS, Supplier is authorized to makes sales of energy, capacity and
ancillary services at market based rates pursuant to Constellation Power Source,
Inc., 79 FERCP. 61,167 (1997) and its market based rates tariff, Constellation
Power Source, Inc. Rate Schedule FERC No. 11, Revision No. 2 in accordance with
FERC Delegated Letter Order of March 29, 2000 in FERC Docket No. ER00-1598-000
(the "Supplier Tariff");

         WHEREAS, Supplier and BGE are entering into this Agreement for the
 purpose of establishing the terms and conditions under which Supplier will
 supply such full requirements service to BGE.

         NOW, THEREFORE, in consideration of the premises and the mutual
 covenants set forth herein, the Parties hereto agree as follows:


                                    ARTICLE 1
                                   DEFINITIONS

         1.1 Definitions. For all purposes of this Agreement, the following
terms as used in this Agreement shall have the following meanings. Except where
the context otherwise requires, definitions and terms expressed in the singular
will include the plural and vice versa.



                                       1




         "Affiliate" means, with respect to a Person, any other Person that,
         directly or indirectly through one or more intermediaries, controls, is
         controlled by or is under common control with such first Person. The
         term "control" means the possession, directly or indirectly, of the
         power to direct or cause the direction of the management or policies of
         a Person, whether through the ownership of voting securities, by
         contract or otherwise.

         "Agreement" means this Full Requirements Service Agreement, including
         the Appendices, as amended, modified or supplemented from time to time.

         "Alternate SOS Supplier" means a retail supplier that is responsible
         for supplying former BGE SOS Customers as a result of Retail Bidding.

         "Alternate SOS Supplier Customers" means former BGE SOS Customers that
         are provided SOS from Alternate SOS Supplier as a result of Retail
         Bidding.

         "Ancillary Services" means those services, or their successors, that
         are necessary to support the transmission of Energy from generation
         resources to loads, as set forth in the PJM OATT, including, but not
         limited to, PJM Scheduling, System Control and Dispatch Service; RTO
         Scheduling, System Control and Dispatch Service; Reactive Supply and
         Voltage Control from Generation Sources Service; Regulation and
         Frequency Response Service; Energy Imbalance Service; Operating Reserve
         - Spinning Reserve Service; and Operating Reserve - Supplemental
         Reserve Service.

         "BGE SOS Customers" means the customers receiving SOS from BGE.

         "BGE" means Baltimore Gas and Electric Company, a Maryland corporation
         and its successors and permitted assigns hereunder.

         "Business Day" means a day on which Federal Reserve member banks in
         Baltimore Maryland are open for business; and a Business Day shall open
         at 8:00 a.m. and close at 5:00 p.m. Eastern Standard (or Daylight
         Savings) time.

         "Creditworthiness Criteria" with respect to a Party or its guarantor
         means (i) an unsecured rating of "Baa3" or better from Moody's, "BBB-"
         or better from S&P or investment grade as determined by another
         nationally recognized rating service reasonably acceptable to the other
         Party and (ii) a Net Worth of at least Two Hundred Million Dollars
         ($200,000,000).

         "Contract Classes" means those customers that receive SOS from BGE
         under certain contractual terms that may differ from the schedules
         found in the Retail Electric Service Tariff.



                                       2



         "Customer Classes" means (i) Schedules R, RL-1, RL-2, ES, G Option 1, G
         Option 2, GS Option 1, GS Option 2, GL Secondary, GL Primary, SL, PL
         and DS, as defined in the Retail Electric Service Tariff and (ii)
         Contract Classes.

         "Delivery Point" means any point on the PJM Transmission System as
         elected by Supplier.

         "Delivery Term" means the period commencing July 1, 2003 and ending on
         June 30, 2006, unless this Agreement is earlier terminated in
         accordance with its terms.

         "Effective Date" means the date upon which this Agreement is executed.

         "Electricity Supplier Coordination Tariff" means the BGE Electricity
         Supplier Coordination Tariff approved by the Maryland PSC, as amended,
         modified or supplemented from time to time.

         "Energy" means the electrical output of electric generation facilities,
         usually stated in kilowatt-hours or megawatt-hours.

         "FERC" means the Federal Energy Regulatory Commission and any successor
         thereto.

         "Fixed Transmission Rights" shall have the meaning as set forth in the
         PJM OA.

         "Full Requirements Service" means all-requirements electric service on
         a continuous basis, including, but not limited to, the following
         products: Energy, Unforced Capacity, Ancillary Services, Unaccounted
         For Energy and associated losses necessary to fulfill all PJM
         obligations as they may change from time to time associated with
         providing all-requirements electric service to the SOS Load, as further
         defined pursuant to Article 3. Such Full Requirements Service shall
         include changes in customer demand for any reason, including, but not
         limited to, seasonal factors, daily load fluctuations, increased or
         decreased usage, transmission and distribution outages, customer
         decisions regarding whether to take generation service from an
         alternate supplier, demand side management activities, extremes in
         weather, and other similar events.

         "Generation Shopping Credits" means the prices stated in Appendix B,
         unless altered as provided in Section 6.1.b.

         "Governmental Authority" means the government of any federal, state,
         municipal or other political subdivision, including all agencies and
         instrumentalities of such governments and political subdivisions.

         "Intermediate-Peak" shall have the meaning set forth in the Retail
         Electric Service Tariff as of the Effective Date.



                                       3



         "Interest Rate" means, for any date, the lesser of (a) two (2) percent
         over the per annum rate of interest equal to the prime lending rate as
         may from time to time be published in The Wall Street Journal under
         "Money Rates" and (b) the maximum rate permitted by applicable law.

         "Load Serving Entity (LSE)" means an entity, including a load
         aggregator or power marketer, that: (i) is serving end-users within the
         PJM Control Area, and (ii) has been granted the authority, or has an
         obligation pursuant to state or local law, regulation or franchise, to
         sell electric energy to end-users within the PJM Control Area.

         "Load Response Resources" means those resources that, under BGE's
         direction, have the effect of reducing the electric supply for SOS due
         to a customer's reduction in consumed electricity and/or an increase in
         customer-owned generation, and includes, but is not limited to (i) BGE

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