Exhibit 1(b)
$200,000,000
MEDIUM-TERM NOTES, SERIES H
DUE FROM NINE MONTHS TO THIRTY YEARS
FROM DATE OF ISSUE
FORM OF INTEREST CALCULATION AGENCY AGREEMENT
THIS AGREEMENT dated as of __________, 1998 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
$200,000,000 aggregate principal amount of Medium-Term Notes, Series H (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
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made against it in connection with its appointment or 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
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reasonable compensation and expenses and disbursements of such separate counsel.
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
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Agent will notify the Issuer 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 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
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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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