Exhibit 1(b)
$500,000,000
MEDIUM-TERM NOTES, SERIES B
DUE FROM NINE MONTHS TO THIRTY YEARS
FROM DATE OF ISSUE
INTEREST CALCULATION AGENCY AGREEMENT
THIS AGREEMENT dated as of May_____, 2000 between Constellation Energy
Group, Inc. (hereinafter called the "Issuer"), having its principal
office at 000 X. Xxxxx Xxxxxx, 00xx Xxxxx, 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, Xxxxx 21 West, New York, New York 10286 Attn:
Corporate Trust Administration.
Recitals of the Issuer
The Issuer proposes to issue from time to time up to $500,000,000
aggregate principal amount of Medium-Term Notes, Series B (the "Notes") under an
indenture dated as of March 24, 1999 (the "Indenture"), between the Issuer and
The Bank of New York (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 and
expenses, 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
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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 or willful misconduct 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 of its ow selection
(and notify the Issuer of such consultation) and the 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 o
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;
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(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 or 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. 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
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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 hereinafte
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
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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 and expenses) incurred by
such retiring Calculation Agent pursuant to paragraph 5 hereof.
(c) If at any time the Calculation Agent shall
esign 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
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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.
(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.
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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.
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.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the day and year first above written.
CONSTELLATION ENERGY GROUP, INC.
By:
-
Title: Vice President
THE BANK OF NEW YORK
By:
-
Title:
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