Exhibit 1(v)
CALCULATION AGENT AGREEMENT
THIS AGREEMENT dated as of __________, 1997 between Virginia Electric
and Power Company (hereinafter called the Issuer), having its principal office
at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and The Chase Manhattan Bank,
a New York banking corporation (hereinafter sometimes called the Calculation
Agent which term shall, unless the context shall otherwise require, include its
successors and assigns), having its principal corporate trust office at ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
RECITALS OF THE ISSUER
The Issuer proposes to issue from time to time Senior Subordinated
Notes (the Notes) under a Senior Subordinated Indenture dated as of
_____________, 1997 (the Indenture), between the Issuer and The Chase Manhattan
Bank, 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 one of several floating rates 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 Chase Manhattan Bank as
Calculation Agent for the Floating Rate Notes, upon the terms and
subject to the conditions herein mentioned, subject to the Issuer's
right to designate a different party as Calculation Agent in the
Prospectus Supplement relating to the Floating Rate Notes, and The
Chase Manhattan Bank hereby accepts such appointment. This appointment
shall apply only to those series of Floating Rate Notes for which no
other Calculation Agent is designated in the applicable Prospectus
Supplement relating to the Floating Rate Notes and the term "Floating
Rate Notes" in this Agreement shall mean only Floating Rate Notes as to
which this appointment applies. Subject to the foregoing, 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 the 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.
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 Issuer 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. Upon the determination of an interest rate applicable to a
Floating Rate Note, the Calculation Agent shall promptly notify the
Issuer, the Trustee and any Paying Agent of such interest rate. Upon
the request of the holder of a Floating Rate Note, the Calculation
Agent shall advise such holder of the interest rate then in effect and,
if different, the interest rate which will become effective as a result
of a determination already made with respect to such Floating Rate
Note.
5. The Issuer will pay such compensation as shall be agreed
upon with the Calculation Agent and the out-of-pocket 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
reasonable expenses and fees of counsel in defending any claim, action
or demand, except such as may result from the gross negligence, wilful
misconduct or bad faith of the Calculation Agent or any of its
employees or agents. The Calculation Agent shall give the Issuer prompt
notice of any such claim, action or demand known to it, but failure to
do so shall not affect the indemnity provided hereby. Except as
provided in the second preceding sentence, 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 (i) the written
opinion or advice of counsel or (ii) written instructions from an
officer of the Issuer.
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 Floating Rate Notes, the Calculation Agent, acting as
agent for the Issuer, does not assume any obligation toward,
or any relationship of agency or trust for or with, any of the
holders of such Floating Rate Notes;
(ii) unless herein otherwise specifically provided, any
order, certificate, notice, request or communication from the
Issuer made or given under any provisions 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;
2
(iii) the Calculation Agent shall be obligated to perform
only such duties as are set forth specifically herein, in the
Floating Rate Notes or in the Indenture 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 by it in reliance
upon any provision contained in a Floating Rate Note, the
Indenture or any information supplied to it by an officer of
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 or its
employees' or agents' gross negligence, wilful misconduct or
bad faith.
8. (a) The Issuer agrees to notify the Calculation Agent at
least three Business Days prior to the issuance of any Floating Rate
Note with an interest rate to be determined by any formula that would
require the Calculation Agent to select banks or other financial
institutions (the Reference Banks) for purposes of quoting rates.
Immediately prior to seeking such quotes from such Reference Banks, the
Calculation Agent will notify the Issuer and the Trustee of the names
and addresses of such Reference Banks. 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 gross negligence, wilful misconduct or bad
faith) 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 agrees in writing. 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. Any resignation or removal of
the Calculation Agent shall take effect only upon:
(i) the appointment by the Issuer as hereinafter provided
of a successor Calculation Agent; and
3
(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 all
compensation and the reimbursement of its expenses (including
reasonable counsel fees) incurred by such retiring Calculation
Agent, in accordance with paragraph 5 hereof, to the date such
resignation or removal becomes effective.
(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
predecessor Calculation Agent, 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 an
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 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.
4
(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 paragraphs 5 and 6 hereof shall survive
any resignation or removal hereunder.
9. Any notice required to be given hereunder shall be
delivered in person against written receipt, sent by letter or telecopy
or communicated by telephone (subject, in the case of communication by
telephone, to confirmation dispatched within two Business Days by
letter or telecopy), 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 Calculation Agent, to it at the address set forth in
the heading of this Agreement, Attention: Global Trust Services; in the
case of the Trustee, to it at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: Global Trust Services; 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.
5
IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the day and year first above written.
VIRGINIA ELECTRIC AND POWER COMPANY
By:_________________________________
Title:
THE CHASE MANHATTAN BANK
By:_________________________________
Title:
6