Exhibit 1(b)
$173,000,000
MEDIUM-TERM NOTES, SERIES I
DUE FROM NINE MONTHS TO THIRTY YEARS
FROM DATE OF ISSUE
INTEREST CALCULATION AGENCY AGREEMENT
THIS AGREEMENT dated as of __________, 2000 between Baltimore
Gas and Electric Company (hereinafter called the "Issuer"),
having its principal office at 00 X. Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, and The Bank of New York, a New
York banking corporation (hereinafter sometimes called the
"Calculation Agent or Paying Agent" which terms shall, unless
the context shall otherwise require, include its successors
and assigns), having its principal corporate trust office at
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Recitals of the Issuer
The Issuer proposes to issue from time to time up to
$173,000,000 aggregate principal amount of Medium-Term Notes, Series I (the
"Notes") under the Indenture dated as of July 1, 1985 as supplemented by the
Supplemental Indentures dated as of October 1, 1987, and January 26, 1993,
respectively (the "Indenture"), between the Issuer and The Bank of New York
(successor to Mercantile-Safe Deposit and Trust Company) (the "Trustee"), as
Trustee. Capitalized terms used in this Agreement and not otherwise defined
herein are used as defined in the Indenture. Certain of the Notes may bear
interest at a floating rate determined by reference to an interest rate formula
(the "Floating Rate Notes") and the Issuer desires to engage the Calculation
Agent to perform certain services in connection therewith.
NOW IT IS HEREBY AGREED THAT:
1. The Issuer hereby appoints The Bank of New York as
Calculation Agent for the Floating Rate Notes, upon the terms and subject to the
conditions herein mentioned, and The Bank of New York hereby accepts such
appointment. The Calculation Agent shall act as an agent of the Issuer for the
purpose of determining the interest rate or rates of the Floating Rate Notes.
2. The Issuer agrees to deliver to the Calculation Agent,
prior to the issuance of any Floating Rate Notes, copies of the proposed forms
of such Notes, including copies of all terms and conditions relating to the
determination of the interest rate thereunder. The Issuer shall not issue any
Floating Rate Note prior to the receipt of confirmation from the Calculation
Agent of its acceptance of the proposed form of such Note. The Calculation Agent
hereby acknowledges its acceptance of the proposed form of Floating Rate Note
previously delivered to it.
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3. The Issuer shall notify the Calculation Agent of the
issuance of any Floating Rate Notes prior to the issuance thereof and, at the
time of such issuance, shall deliver to the Calculation Agent the information
required to be provided by the Company for the calculation of the applicable
interest rates thereunder. The Calculation Agent shall calculate the applicable
interest rates for Floating Rate Notes in accordance with the terms of such
Notes, the Indenture and the provisions of this Agreement.
4. Promptly following the determination of each change to the
interest rate applicable to any Floating Rate Note, the Calculation Agent will
cause to be forwarded to the Issuer, the Trustee and the principal Paying Agent
information regarding the interest rate then in effect for such Floating Rate
Note.
5. The Issuer will pay such compensation as shall be agreed
upon with the Calculation Agent and the expenses, including reasonable counsel
fees, incurred by the Calculation Agent in connection with its duties hereunder,
upon receipt of such invoices as the Issuer shall reasonably require.
6. Notwithstanding any satisfaction or discharge of the Notes
or the Indenture, the Issuer will indemnify the Calculation Agent against any
losses, liabilities, costs, claims, actions or demands which it may incur or
sustain or which may be made against it in connection with its appointment or
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the exercise of its powers and duties hereunder as well as the reasonable costs,
including the expenses and fees of counsel in defending any claim, action or
demand, except such as may result from the negligence, willful misconduct or bad
faith of the Calculation Agent or any of its employees. The Calculation Agent
shall incur no liability and shall be indemnified and held harmless by the
Issuer for, or in respect of, any actions taken or suffered to be taken in good
faith by the Calculation Agent in reliance upon written instructions from the
Issuer. In case any action is brought against the Calculation Agent with respect
to which the Calculation Agent intends to seek indemnification from the Issuer
pursuant to this paragraph 6, the Calculation Agent will notify the Issuer in
writing of the commencement thereof, and the Issuer will be entitled to
participate therein and to assume the defense thereof, with counsel satisfactory
to the Calculation Agent; provided, however, that if the defendants in any such
action include both the Issuer and the Calculation Agent and the Calculation
Agent shall have reasonably concluded, after consultation with legal counsel of
its choosing, that there may be legal defenses available to it which are
different from or additional to those available to the Issuer, the Calculation
Agent shall have the right to select separate counsel to assert such legal
defenses and otherwise to participate in the defense of such action on behalf of
the Calculation Agent, and in such event the Issuer will indemnify the
Calculation Agent against the reasonable compensation and expenses and
disbursements of such separate counsel.
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7. The Calculation Agent may consult with counsel (and notify
the Issuer of such consultation) and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.
8. The Calculation Agent accepts its obligations herein set
forth upon the terms and conditions hereof, including the following, to all of
which the Issuer agrees:
(i) in acting under this Agreement and in connection
with the Notes, the Calculation Agent, acting as agent for the
Issuer, does not assume any obligation towards, or any
relationship of agency or trust for or with, any of the
Holders of the Notes;
(ii) unless herein otherwise specifically provided,
any order, certificate, notice, request or communication from
the Issuer made or given under any provision of this Agreement
shall be sufficient if signed by any person whom the
Calculation Agent reasonably believes to be a duly authorized
officer or attorney-in-fact of the Issuer;
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(iii) the Calculation Agent shall be obligated to
perform only such duties as are set forth specifically herein
and any duties necessarily incidental thereto;
(iv) the Calculation Agent shall be protected and
shall incur no liability for or in respect of any action taken
or omitted to be taken or anything suffered in good faith by
it in reliance upon anything contained in a Floating Rate
Note, the Indenture or any information supplied to it by the
Issuer pursuant to this Agreement, including the information
to be supplied pursuant to paragraph 3 above;
(v) the Calculation Agent, whether acting for itself
or in any other capacity, may become the owner or pledgee of
Notes with the same rights as it would have had if it were not
acting hereunder as Calculation Agent; and
(vi) the Calculation Agent shall incur no liability
hereunder except for loss sustained by reason of its
negligence, willful misconduct or bad faith.
9. (a) The Issuer agrees to notify the Calculation Agent at
least 3 business days prior to the issuance of any Floating Rate Note with an
interest rate to be determined by reference to London interbank offered rates
(LIBOR) or any other formula that would require the Calculation Agent to select
banks or other financial institutions (the "Reference Banks") for purposes of
quoting rates. Promptly thereafter, the Calculation Agent will notify the Issuer
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and the Trustee of the names and addresses of such Reference Banks. Forthwith
upon any change in the identity of the Reference Banks, the Calculation Agent
shall notify the Issuer and the Trustee of such change. The Calculation Agent
shall not be responsible to the Issuer or any third party for any failure of the
Reference Banks to fulfill their duties or meet their obligations as Reference
Banks or as a result of the Calculation Agent having acted (except in the event
of negligence or willful misconduct) on any quotation or other information given
by any Reference Bank which subsequently may be found to be incorrect.
(b) Except as provided below, the Calculation Agent
may at any time resign as Calculation Agent by giving written notice to the
Issuer and the Trustee of such intention on its part, specifying the date on
which its desired resignation shall become effective, provided that such
notice shall be given not less than 60 days prior to the said effective date
unless the Issuer and the Trustee otherwise agree in writing. Except as
provided below, the Calculation Agent may be removed by the filing with it and
the Trustee of an instrument in writing signed by the Issuer specifying such
removal and the date when it shall become effective (such effective date being
at least 15 days after said filing). Any such resignation or removal shall take
effect upon:
(i) the appointment by the Issuer as hereinafter provided
of a successor Calculation Agent; and
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(ii) the acceptance of such appointment by such successor
Calculation Agent;
provided, however, that in the event the Calculation Agent has given not less
than 60 days' prior notice of its desired resignation, and during such 60 days
there has not been acceptance by a successor Calculation Agent of its
appointment as successor Calculation Agent, the Calculation Agent so resigning
may petition any court of competent jurisdiction for the appointment of a
successor Calculation Agent. The Issuer covenants that it shall appoint a
successor Calculation Agent as soon as practicable after receipt of any notice
of resignation hereunder. Upon its resignation or removal becoming effective,
the retiring Calculation Agent shall be entitled to the payment of its
compensation and the reimbursement of all reasonable expenses (including
reasonable counsel fees) incurred by such retiring Calculation Agent pursuant to
paragraph 5 hereof.
(c) If at any time the Calculation Agent shall resign or
be removed, or shall become incapable of acting or shall be adjudged
bankrupt or insolvent, or liquidated or dissolved, or an order is made or an
effective resolution is passed to wind up the Calculation Agent, or if the
Calculation Agent shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors, or shall consent to the appointment
of a receiver, administrator or other similar official of all or any substantial
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part of its property, or shall admit in writing its inability to pay or meet its
debts as they mature, or if a receiver, administrator or other similar official
of the Calculation Agent or of all or any substantial part of its property shall
be appointed, or if any order of any court shall be entered approving any
petition filed by or against the Calculation Agent under the provisions of
any applicable bankruptcy or insolvency law, or if any public officer
shall take charge or control of the Calculation Agent or its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then a
successor Calculation Agent shall be appointed by the Issuer by an instrument
in writing filed with the successor Calculation Agent and the Trustee. Upon
the appointment as aforesaid of a successor Calculation Agent and acceptance
by the latter of such appointment the former Calculation Agent shall cease to be
Calculation Agent hereunder.
(d) Any successor Calculation Agent appointed
hereunder shall execute and deliver to its predecessor, the Issuer and the
Trustee and instrument accepting such appointment hereunder, and thereupon
such successor Calculation Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, immunities, duties
and obligations of such predecessor with like effect as if originally named as
the Calculation Agent hereunder, and such predecessor, upon payment of
its reasonable compensation, charges and disbursements then unpaid, shall
thereupon become obliged to transfer and deliver, and such successor
Calculation Agent shall be entitled to receive, copies of any relevant records
maintained by such predecessor Calculation Agent.
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(e) Any corporation into which the Calculation Agent
may be merged or converted or any corporation with which the Calculation
Agent may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Calculation Agent shall be a party
shall, to the extent permitted by applicable law, be the successor
Calculation Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties hereto. Notice
of any such merger, conversion or consolidation shall forthwith be given to
the Issuer and the Trustee.
(f) The provisions of paragraph 6 hereof shall
survive any resignation or removal
hereunder.
10. Any notice required to be given hereunder shall be
delivered in person, by overnight mail or sent by facsimile or communicated by
telephone (subject, in the case of communication by telephone, to confirmation
dispatched within two business days by letter or facsimile), in the case of the
Issuer, to it at the address set forth in the heading of this Agreement,
Attention: Treasurer; in the case of the Trustee or the Calculation Agent, to it
at the address set forth in the heading of this Agreement; or, in any case, to
any other address of which the party receiving notice shall have notified the
party giving such notice in writing.
11. This Agreement may be amended only by a writing duly
executed and delivered by each of the parties signing below.
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12. The provisions of this Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
13. This Agreement may be executed in counterparts and the
executed counterparts shall together constitute a single instrument.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the day and year first above written.
BALTIMORE GAS AND ELECTRIC COMPANY
By: ______________________________
Title: ___________________________
THE BANK OF NEW YORK
By: ____________________________
Title:__________________________
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