Exhibit 1 (d)
$225,000,000
MEDIUM-TERM NOTES, SERIES D
DUE FROM NINE MONTHS TO THIRTY YEARS
FROM DATE OF ISSUE
FORM OF INTEREST CALCULATION AGENCY AGREEMENT
THIS AGREEMENT dated as of ______________,
1995, between Baltimore Gas and Electric
Company (hereinafter called the "Issuer"),
having its principal office at 39 W.
Lexington Street, Baltimore, Maryland 21201,
and _______________, 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 ____________________, New
York, New York _______. [This Agreement
amends and restates the Interest Calculation
Agency Agreement between the Issuer and the
Calculation Agent dated September 21, 1994.]
Recitals of the Issuer
----------------------
The Issuer proposes to issue from time to time up to
$225,000,000 aggregate principal amount of Medium-Term Notes,
Series D (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
1
"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_____________________
as Calculation Agent for the Floating Rate Notes, upon the terms
and subject to the conditions herein mentioned,
and______________________ 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.
2
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 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
3
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. [In no event shall the Calculation Agent be
liable for special, indirect or consequential loss or damage of
any kind whatsoever (including but not limited to lost profits).]
4
7. 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;
(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;
5
(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.
8. (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 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.
6
(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
(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,
7
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
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
8
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.
(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.
9
9. Any notice required to be given hereunder shall be
delivered in person, sent by letter or telex or telecopy or
communicated by telephone (subject, in the case of communication
by telephone, to confirmation dispatched within two business days
by letter, telex or telecopy), in the case of the Issuer, to it
at the address set forth in the heading of this Agreement,
Attention: Mr. T. E. Ruszin, Jr., Assistant Treasurer; in the
case of the Calculation Agent, to it at the address set forth in
the heading of this Agreement, Attention: Debt Securities
Administration; in the case of the Trustee, to it at 101 Barclay
Street, New York, New York, 10286; or, in any case, to any other
address of which the party receiving notice shall have notified
the party giving such notice in writing.
10. This Agreement may be amended only by a writing
duly executed and delivered by each of the parties signing below.
11. The provisions of this Agreement shall be governed
by, and construed in accordance with, the laws of the State of
New York.
12. This Agreement may be executed in counterparts and
the executed counterparts shall together constitute a single
instrument.
10
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 ___________________________
_______________
By ______________________________
Title ___________________________
11