Full Requirements Service Agreement (2000)Full Document 

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                        CONSTELLATION POWER SOURCE, INC.



                               DATED JUNE 14, 2000

*** The  asterisks  on pages 5, 13, 23 and  
portions  of this  exhibit  have been  omitted in reliance on Rule 24 b-2 of the
Securities  Exchange Act of 1934. The confidential  portions have been submitted
separately to the Securities and Exchange Commission.

                                TABLE OF CONTENTS


ARTICLE 1.                 Definitions                                                         2

ARTICLE 2.                 Conditions Precedent; Effective Date; Term                          6

ARTICLE 3.                 Supplier Responsibilities; Full Requirements Service                7

ARTICLE 4.                 Delivery Point; Transmission Service                                9

ARTICLE 5.                 BGE Responsibilities                                               10

ARTICLE 6.                 Billing and Payment                                                11

ARTICLE 7.                 Price                                                              13

ARTICLE 8.                 Events of Default; Remedies                                        14

ARTICLE 9.                 Credit Support                                                     17

ARTICLE 10.                Indemnification                                                    19

ARTICLE 11.                Limitation of Liability                                            19

ARTICLE 12.                Force Majeure                                                      20

ARTICLE 13.                Representations and Warranties                                     21

ARTICLE 14.                Miscellaneous                                                      21




         THIS  FULL  REQUIREMENTS  SERVICE  AGREEMENT  ("Agreement"),  made  and
 entered  into as of this 14th day of June,  2000 by and  between  Constellation
 Power Source, Inc., a Delaware corporation  ("Supplier" or "CPS") and Baltimore
 Gas and Electric Company, a Maryland  Corporation  ("BGE") (each individually a
 "Party", or collectively, the "Parties").

                               W I T N E S S E T H

         WHEREAS,  on April 8, 1999,  Maryland  enacted the Electric  Choice and
 Competition  Act authorizing  customer  choice and  competition  among electric

         WHEREAS,  on November 10, 1999 the Maryland  Public Service  Commission
 issued an order approving the terms of a settlement providing for retail choice
 within BGE's service territory;

         WHEREAS,  the Maryland PSC Order directs BGE to supply electric service
 for a  period  of up to six  years  to  those  retail  customers  within  BGE's
 traditional  retail  service  territory that choose not to purchase their power
 supply from alternative competitive suppliers;

         WHEREAS,  the Maryland PSC Order  provides that, in order to ensure the
 reliability  of supply  for  electric  service  provided  by BGE and to further
 ensure  that  BGE  can  meet  its  obligations,  BGE  may  enter  into  a  full
 requirements  contract  with an  Affiliate  for  energy,  capacity,  losses and
 ancillary  services needed by BGE for such specified retail load until June 30,

     WHEREAS,  Supplier is  authorized  to makes sales of energy,  capacity  and
ancillary services at market based rates pursuant to Constellation Power Source,
Inc., 79 FERCP.  61,167 (1997) and its market based rates tariff,  Constellation
Power Source,  Inc. Rate Schedule FERC No. 11, Revision No. 2 in accordance with
FERC Delegated  Letter Order of March 29, 2000 in FERC Docket No.  ER00-1598-000
(the "Supplier Tariff");

     WHEREAS,  this Agreement is entered into pursuant to and in accordance with
the Supplier Tariff; and

     WHEREAS,  Supplier and BGE are entering into this Agreement for the purpose
of establishing  the terms and conditions  under which Supplier will supply such
full requirements service to BGE.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
set forth herein, the Parties hereto agree as follows:


                                    ARTICLE 1

     1.1 Definitions. For all purposes of this Agreement, the following terms as
used in this  Agreement  shall have the  following  meanings.  Except  where the
context otherwise requires, definitions and terms expressed in the singular will
include the plural and vice versa.

         "Affiliate"  means,  with  respect to a Person,  any other Person that,
         directly or indirectly through one or more intermediaries, controls, is
         controlled by or is under common  control with such first  Person.  The
         term "control"  means the  possession,  directly or indirectly,  of the
         power to direct or cause the direction of the management or policies of
         a Person,  whether  through  the  ownership  of voting  securities,  by
         contract or otherwise.

         "Aggregate  Retail Load" means the load  obligation  as reported to PJM
         for Price Freeze Service,  Default Service and Special Contract Service
         retail load of BGE during the Delivery Term.

         "Agreement" means this Full Requirements  Service Agreement,  including
         the Appendices, as amended, modified or supplemented from time to time.

         "BGE" means Baltimore Gas and Electric Company, a Maryland  corporation
         and its successors and permitted assigns hereunder.

         "Business  Day" means a day on which  Federal  Reserve  member banks in
         Baltimore Maryland are open for business; and a Business Day shall open
         at 8:00 a.m.  and  close at 5:00 p.m.  Eastern  Standard  (or  Daylight
         Savings) time.

         "CCNPP"  means  Calvert  Cliffs  Nuclear  Power  Plant,  Inc.  and any
         successor thereto.

         "CGI"  means  Constellation  Power  Source  Generation,  Inc.  and any
         successor thereto.

         "Creditworthiness  Criteria"  with respect to a Party or its  guarantor
         means (i) a rating of "Baa3" or better from  Moody's,  "BBB-" or better
         from  S&P or  investment  grade as  determined  by  another  nationally
         recognized rating service reasonably  acceptable to the other Party and
         (ii)  a  Net   Worth  of  at  least   Two   Hundred   Million   Dollars

         "Default Service" means the retail electric  generation default service
         provided by BGE to its  customers  in Maryland in  accordance  with the
         settlement,  the Maryland PSC Order, and BGE's tariffs on file with the
         Maryland PSC.

         "Delivery  Point"  means  any point on the PJM  Transmission  System as
         elected by Supplier.


         "Delivery  Term" means the period  commencing on the Effective Date and
         ending on June 30, 2003, unless this Agreement is earlier terminated in
         accordance with its terms.

         "Effective Date" means 12:01 a.m. on the later of: (a) July 1, 2000; or
         (b) the first day of the month  following the month in which all of the
         conditions  specified in Article 2 are satisfied or waived by the Party
         for whose benefit such condition  exists,  or if such date is less than
         five Business Days prior to the first day of the next succeeding month,
         then  the  first  day  of the  second  month  thereafter,  or as may be
         mutually agreed upon by the Parties.

         "Electricity  Supplier  Coordination  Tariff" means the BGE Electricity
         Supplier  Coordination Tariff approved by the Maryland PSC, as amended,
         modified or supplemented from time to time.

         "FERC" means the Federal Energy Regulatory Commission and any successor

         "Full  Requirements  Service" means  all-requirements  electric service
         (minute by minute, hour by hour, day by day) including, but not limited
         to, the  following  products:  energy,  capacity,  ancillary  services,
         Unaccounted For Energy and associated  losses  necessary to fulfill all
         PJM  obligations as they may change from time to time  associated  with
         providing  all-requirements  electric service to BGE's Aggregate Retail
         Load,  as further  defined or limited  pursuant to Article 3. Such Full
         Requirements  Service shall include  changes in customer demand for any
         reason,  including,  but not limited to, seasonal  factors,  daily load
         fluctuations,  increased or  decreased  usage,  demand side  management
         activities, extremes in weather, and other similar events.

         "Governmental  Authority"  means the government of any federal,  state,
         municipal or other  political  subdivision,  including all agencies and
         instrumentalities of such governments and political subdivisions.

         "Interest Rate" means,  for any date, the lesser of (a) two (2) percent
         over the per annum rate of interest  equal to the prime lending rate as
         may from time to time be  published  in The Wall Street  Journal  under
         "Money Rates" and (b) the maximum rate permitted by applicable law.

         "Load  Serving  Entity  (LSE)"  means  an  entity,   including  a  load
         aggregator or power marketer, that: (i) is serving end-users within the
         PJM Control Area,  and (ii) has been granted the  authority,  or has an
         obligation pursuant to state or local law, regulation or franchise,  to
         sell electric  energy to end-users  within the PJM Control Area, or the
         duly designated agent of such an entity.

         "Maryland  PSC" means the Maryland  Public  Service  Commission and any
         successor thereto.


         "Maryland  PSC Order"  means the  November 10, 1999 Order issued by the
         Maryland  PSC  allowing,   among  other   things,   retail  choice  for
         electricity consumers, requiring that BGE provide electricity supply to
         retail  consumers who do not chose an alternate  supplier,  and further
         allowing BGE to enter into a full  requirements  service agreement with
         an Affiliate for Full  Requirements  Service for BGE's Aggregate Retail

         "Moody's"  means  Moody's  Investors  Service,  Inc. and any successor

         "Net Worth" means total assets  (exclusive of  intangible  assets) less
         total   liabilities  as  reflected  on  a  balance  sheet  prepared  in
         accordance with generally accepted accounting  principles  consistently

         "Operating Committee" means a committee formed by one representative of
         Supplier and one  representative  of BGE for the purposes  described in
         this Agreement and as otherwise directed by the Parties.

         "Person"  means  any  individual,  sole  proprietorship,   corporation,
         partnership,  joint venture,  limited  liability  partnership,  limited

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