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AGREEMENT made on the 3rd day of June, 1992 between THE BANK OF NEW YORK, a New York banking corporation maintaining its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (the "paying Agent"), and Potomac Capital Investment Corporation, a Delaware corporation having its principal place of business at 900 19th Street, N.W., suite 600, Washington, D.C. 20006 (the "Issuer"). | |
WITNESSETH | |
WHEREAS, the Issuer has authorized and may fromtime to time issue fixed rate notes, Series B ("Fixed Rate Notes") and floating rate notes, Series B ("Floating Rate Notes") eligible forresale under Rule 144A of the Securities Act of 1933 under its Medium-Term Note Program (collectively, the "Notes"); | |
ARTICLE I | |
1. The Issuer hereby appoints the Paying Agent as its paying agent, issuing agent, registrar and calculation agent with respect to the Notes to perform the duties hereinafter set forth. | |
ARTICLE II | |
1. The Paying Agent hereby agrees to issue and authenticate the Notes in accordance with the procedures set forth in Exhibit D ("Administrative Procedures") to the Private Placement Agreement dated June 3, 1992 between the Issuer and the Placement Agents defined therein, a copy of which Exhibit is attached hereto and made a part hereof.. | |
ARTICLE III | |
1. Not later than five business days prior to any interest payment date described in a Note or Notes, the Issuer shall furnish, or caused to be furnished, via telephone, telecopy or other telecommunication device, promptly confirmed in writing, to the Paying Agent the following information with respect to said interest payment date and to such Notes: (a) the aggregate amount of interest to be paid on such interest payment date with respect to any Fixed Rate Note and the amount of such interest to be paid per $1,000 of principal outstanding; and (b) such other information as the Paying Agent may request from time to time. | |
ARTICLE IV | |
1. The Paying Agent shall effect payment of the amounts described in paragraph 1 of Article III hereof on the respective interest payment dates. Such payment may be accomplished by the Paying Agent mailing a check, payable to the registered owner of the Note on the record date, to the address of such registered owner, in accordance with the information shown on the register maintained by the Paying Agent, or, at the Issuer's option, by the Paying Agent wiring such amounts to an account specified by such registered owner in a designation in form and substance satisfactory to the Paying Agent. | |
ARTICLE V | |
1. The Issuer hereby appoints The Bank of New York as Calculation Agent with respect to any Floating Rate Notes to be issued by the Issuer pursuant to the Private Placement Agreement. The Calculation Agent hereby accepts its appointment to calculate the interest rate and the amount of interest on each of the Floating Rate Notes for each interest accrual period, upon the terms and conditions set forth herein. The calculation of the base rates for the interest rates applicable to the Notes shall be determined by reference to Commercial Paper, LIBOR or Treasury Rate (the "Base Rates"). | |
ARTICLE VI | |
1. As registrar and issuing agent for the Notes, the paying Agent shall: (i) authenticate the Notes originally issued by the Issuer and Notes substituted for those Notes originally issued; (ii) exchange Notes outstanding on the date hereof for Notes eligible for resales pursuant to Rule 144A under the Securities Act of 1933 ("Rule 144A") at the request of any holder; (iii)maintain an office for the registration (and for the transfer) of the Notes; (iv) maintain a register of owners of the Notes; (v) keep and maintain such other records in such form and manner as it shall determine in its sole discretion; and (vi) perform such related duties as may be necessary for a registrar and issuing agent to perform. Such records and register shall upon request be available for inspection by authorized officers, employees, and agents of the Issuer during the normal business hours of the Pay ing Agent. Upon the termination of this Agreement, the Paying Agent shall deliver to the Issuer copies of such records in the form and manner kept by the Paying Agent on such date. | |
ARTICLE VII | |
1. The Paying Agent shall not be liable for any loss or damage, including reasonable counsel fees and expenses, resulting from its actions or failure to act hereunder, except for any loss arising out of its own bad faith, gross negligence, or willful misconduct without limiting the generality of the foregoing, the Paying Agent shall not be liable for any action taken or omitted in reliance on any obligation, notice, direction, consent, certificate, affidavit, statement, designation or other paper or document reasonably believed by it to be genuine and to have been properly authorized and properly signed or presented. | |
ARTICLE VIII | |
1. Either of the parties hereto may terminate this Agreement by giving to the other a notice in writing specifying a termination date which, unless otherwise waived by the other party, is (a) at least 30 days after the giving of such notice, and (b) in case such notice is given by the Paying Agent, at least 15 days prior to the next succeeding date for the payment of interest or principal or premium, if any. Upon the date specified in such notice, the Paying Agent shall, upon making the delivery required by paragraph 1 of Article V hereof, be relieved of all duties and responsibilities pursuant to this Agreement. | |
[SEAL] |
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Conectiv (CIV) Inactive 10-K2002 FY Annual report
Filed: 23 Apr 03, 12:00am