CALCULATION AGENCY AGREEMENT
BETWEEN
FLORIDA POWER CORPORATION
d/b/a PROGRESS ENERGY FLORIDA, INC.
AND
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
SERIES A FLOATING RATE SENIOR
NOTES DUE 2008
THIS AGREEMENT is
made as of December 13, 2005, between FLORIDA POWER
CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC., an Florida
corporation, whose principal executive office is at 100 Central
Avenue St. Petersburg, Florida 33701 (the “
Corporation ”), and J.P. Morgan Trust Company,
National Association, a national banking association, having a
corporate trust office located at 227 West Monroe Street,
Suite 2600, Chicago, Illinois 60606 (together with any
successor, the “ Calculation Agent
”).
WHEREAS, the
Corporation proposes to issue and sell certain of its securities
designated as Series A Floating Rate Senior Notes due 2008
(the “ Notes ”). The Notes are to be issued
under and pursuant to the terms of its Indenture (for Debt
Securities) (the “ Indenture ”) dated as of
December 7, 2005 between the Corporation and J.P. Morgan Trust
Company, National Association, in its capacity as trustee (the
“ Trustee ”) and the Officer’s
Certificate, dated as of December 13, 2005, relating to the
Notes (the “ Officer’s Certificate ”), as
copy of which is attached hereto. Terms used but not defined herein
shall have the meanings assigned to them in the Indenture, as
supplemented by the Officer’s Certificate and the
Notes.
For the purpose of
appointing an agent to calculate the (i) interest rate (the
“ Rate of Interest ”) on the Notes and
(ii) amount of interest payable on each Interest Payment Date
(the “ Interest Payable ”), the Corporation and
the Calculation Agent agree as follows:
1. Upon the
terms and subject to the conditions contained herein, the
Corporation hereby appoints the Calculation Agent as its
Calculation Agent and Calculation Agent hereby accepts such
appointment as the Corporation’s agent for the purpose of
calculating the Rate of Interest and the Interest Payable on the
Notes. The Calculation Agent shall determine the Rate of Interest
and the Interest Payable in the manner and at the times provided in
the Officer’s Certificate, the Indenture and the
Notes.
2. The
Calculation Agent shall exercise due care to determine the Rate of
Interest and Interest Payable on the Notes and shall communicate
the same to the Corporation, the Trustee, The Depository Trust
Company (the “ DTC ”) and any paying agent
identified to it in writing promptly after each determination in
the form required by the DTC’s operating procedures. The
Calculation Agent will, upon the request of the holder of any Note,
provide the Rate of Interest then in effect with respect to such
Note, a copy of any communication to the DTC with respect to an
Interest Payment Date, and, if determined, the Rate of Interest
with respect to such Floating Rate Note which will become effective
on the next Interest Payment Date. No amendment to the provisions
of the Indenture, the Officer’s Certificate or the Notes
relating to the duties or obligations of the Calculation Agent
hereunder may
become
effective without the prior written consent of the Calculation
Agent, which consent shall not be unreasonably withheld.
3. The
Calculation Agent accepts its obligations set forth herein, upon
the terms and subject to the conditions hereof, including the
following, to all of which the Corporation agrees:
(a) The
Calculation Agent shall be entitled to such reasonable and
customary compensation as may be agreed upon with the Corporation
for all services rendered by the Calculation Agent, and the
Corporation promises to pay such compensation and to reimburse the
Calculation Agent for the reasonable out-of-pocket expenses
(including reasonable attorneys’ and other
professionals’ fees and expenses) incurred by it in
connection with the services rendered by it hereunder upon receipt
of such invoices as the Corporation shall reasonably require. The
Corporation also agrees to indemnify the Calculation Agent for, and
to hold it harmless against, any and all loss, liability, damage,
claim or expense (including the costs and expenses of defending
against any claim (regardless of who asserts such claim) of
liability) incurred by the Calculation Agent that arises out of or
in connection with its accepting appointment as, or acting as,
Calculation Agent hereunder, except such as may result from the
repeated or gross negligence, willful misconduct or bad faith of
the Calculation Agent or any of its agents or employees. The
Calculation Agent shall incur no liability and shall be indemnified
and held harmless by the Corporation for, or in respect of, any
actions taken, omitted to be taken or suffered to be taken in good
faith by the Calculation Agent in reliance upon (i) the
opinion or advice of legal or other professional advisors
reasonably satisfactory to it or (ii) written instructions
from the Corporation. The Calculation Agent shall not be liable for
any error resulting from the use of or reliance on a source of
information used in good faith and with due care to calculate any
Rate of Interest or Amount Payable hereunder. The provisions of
this section shall survive the resignation or removal of the
Calculation Agent or the termination of this Agreement.
(b) In acting
under this Agreement and in connection with the Notes, the
Calculation Agent is acting solely as agent of the Corporation and
does not assume any obligations to or relationship of agency or
trust for or with any of the owners or holders of the
Notes.
(c) 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 b
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