FINANCE AUTHORITY OF MAINE
Taxable Electric Rate Stabilization Revenue Notes Series 1995A
(Bangor Hydro-Electric Company)
PURCHASE CONTRACT
PURCHASE CONTRACT dated as of June 28, 1995 ("Purchase Contract") among
the FINANCE AUTHORITY OF MAINE, a body corporate and politic and a public
instrumentality of the State of Maine (the "Authority"), BANGOR HYDRO-
ELECTRIC COMPANY, a Maine corporation (the "Company") and PRUDENTIAL
SECURITIES INCORPORATED, as representative (the "Representative") of itself,
Chemical Securities Inc., PaineWebber Incorporated and Smith Barney Inc.
(collectively with the Representative, the "Initial Purchasers").
1. BACKGROUND.
(a) The Authority proposes to issue $126,000,000 in aggregate principal
amount of its Taxable Electric Rate Stabilization Revenue Notes Series 1995A
(Bangor Hydro-Electric Company) (the "Notes"), of which: (i) $105,000,000 in
aggregate principal amount will be loaned to the Company pursuant to the
Agreement (defined below) to finance a portion of the costs associated with
the buy back of the power purchase agreements between the Company and (A)
Babcock-Ultrapower West Enfield and (B) Babcock-Ultrapower Jonesboro,
respectively, and to pay costs of issuance of the Notes, and (ii) $21,000,000
in aggregate principal amount will be used to fund the Capital Reserve Fund
(as defined in the Indenture referred to herein);
(b) The Notes will mature on July 1, 2005, and will not be subject to
redemption prior to maturity. The interest rate on the Notes shall be 7.03%
per annum. The Notes will be issued pursuant to a resolution adopted on May
18, 1995 by the members of the Authority (the "Note Resolution"), and will be
secured under a Trust Indenture (the "Indenture"), dated as of June 1, 1995,
between the Authority and First Fidelity Bank, a Connecticut bank and trust
company, as trustee (the "Trustee") for the holders of the Notes. Terms used
and not otherwise defined herein shall have the meanings assigned to them in
the Indenture. The Notes will be payable from the Trust Estate, as defined
in the Indenture, including the Pledged Revenues, as defined in a Loan
Agreement (the "Agreement"), dated as of June 1, 1995, between the Authority
and the Company, pursuant to which the Authority will loan a portion of the
proceeds of the Notes to the Company for the purposes therein described. To
evidence, secure and provide for the repayment of the Loan, the Company will
deliver to the Authority its Second Mortgage Bonds (as defined in the
Agreement), of like principal amount, maturity date and interest rate as the
Notes. The Mortgage Bonds are not subject to redemption prior to maturity at
the option of the Company.
(c) The Notes will be further secured by the Capital Reserve Fund
established by the Authority with the Trustee pursuant to the provisions of
Chapter 110, Title 10 of the Maine Revised Statutes, as amended (the "Act"),
which provides that in order to maintain the Capital Reserve Fund at the
Reserve Requirement, there shall be paid from the State Contingency Account
and, to the extent sufficient moneys are unavailable therein, appropriated by
the Maine State Legislature annually and paid to the Authority, such sum as
shall be certified by the Authority on or before December 1, annually, as
necessary to restore the amount in the Capital Reserve Fund to the Reserve
Requirement. While the Notes and the aforesaid provisions of the Act do not
constitute a legally enforceable obligation of the State nor create a debt on
behalf of the State, there is no constitutional bar to future Legislatures to
appropriate such sum as shall have been certified by the Authority to the
Governor as necessary to restore the Capital Reserve Fund to the Reserve
Requirement.
(d) It is intended that the issuance of the Notes and the use of the
proceeds thereof will conform with the provisions of the Act; and that the
Notes may be purchased by the Initial Purchasers without registration of any
security under the Securities Act of 1933, as amended (the "Securities Act"),
or qualification of any indenture under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). The Initial Purchasers have advised the
Authority and the Company that the Initial Purchasers will offer and sell the
Notes purchased by them hereunder in accordance with Section 4 hereof as soon
as they deem advisable.
(e) To induce the Authority to enter into this Purchase Contract and to
issue and deliver the Notes, the Company has joined in this Purchase
Contract.
(f) The Notes are being issued in book-entry only form, and the parties
acknowledge that, where appropriate, references herein to Notes shall mean
beneficial interests therein.
2. PURCHASE AND SALE OF THE NOTES. Upon the terms and conditions and
in reliance upon the representations and warranties of the Authority and the
Company set forth herein, the Authority agrees to sell, and each Initial
Purchaser agrees, severally and not jointly, to purchase from the Authority
at a purchase price of 99.29% of the aggregate principal amount of the Notes,
the principal amount of the Notes set forth opposite the name of such
Purchaser on Exhibit A hereto.
The purchase price for the Notes shall be $125,105,400, which shall be
determined as set forth in Schedule I hereto, and payable as set forth in
Section 3 hereto. In addition, the Company shall pay or cause to be paid
costs and expenses including, but not limited to, reasonable fees and
expenses of the Initial Purchasers' counsel and such other costs and
expenses, if any, described in Section 13 hereof incurred by the Initial
Purchasers and the other parties mentioned in said Section 13 as of the
Closing (all such costs and expenses to be submitted to the Company prior to,
or as soon as practicable after, the Closing).
3. DELIVERY AND PAYMENT FOR THE NOTES. The issuance, sale and
purchase, and delivery of the Notes shall take place at the offices of
Hawkins, Delafield & Wood, 67 Wall Street, New York, New York 10005 at
10:00 a.m., at a closing (the "Closing") on June 30, 1995 or on such other
business day and at such other offices as may be agreed upon by the
Authority, the Company, and the Representative. At the Closing, the
Authority will deliver to the Representative through the facilities of The
Depository Trust Company ( DTC") a note dated the date of such Closing (the
"Global Note") representing all of the Notes to be purchased on such date,
against delivery by the several Initial Purchasers to the Authority or to its
order of immediately available funds in the amount of the purchase price
thereof. The Global Note so delivered to the Representative shall be
registered in the name of Cede & Co., as nominee for DTC. Delivery of such
Global Note representing the Notes shall be made at such location as the
Representative shall reasonably designate at least two business days in
advance of the Closing date. If at the Closing, (i) the Authority shall fail
to deliver the Global Note to the Initial Purchasers, (ii) any of the
conditions specified in Section 8 hereof shall not have been fulfilled to the
Initial Purchasers' satisfaction, or (iii) the Initial Purchasers'
obligations hereunder shall have terminated pursuant to Section 9 hereof, the
Initial Purchasers shall, at the Initial Purchasers election, be relieved of
all further obligations under this Purchase Contract without thereby waiving
any other rights the Initial Purchasers may have by reason of such failure or
such nonfulfillment. The Authority and the Company agree to have the Notes
available for inspection, checking and packaging by the Representative in New
York, New York not later than 1:00 p.m. on the business day prior to the
Closing.
4. OFFERING OF NOTES. Each Initial Purchaser represents and warrants
to and agrees with the Authority and the Company that:
(a) It has not offered or sold, and will not offer or sell, any
Notes except (i) to those it reasonably believes to be qualified
institutional buyers (as defined in Rule 144A under the Securities Act)
and that, in connection with each such sale, it has taken or will take
reasonable steps to ensure that the purchaser of such Notes is aware
that such sale is being made in reliance on Rule 144A, (ii) to a limited
number of institutional accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) that, prior to the
purchase of any Notes offered hereby, deliver to the Initial Purchasers
a letter containing certain representations and agreements relating to
resale or transfer and (iii) pursuant to offers and sales that occur
outside the United States within the meaning of regulation S under the
Securities Act.
(b) Neither it nor any person acting on its behalf has made or
will make offers or sales of the Notes by means of any form of general
solicitation or general advertising (within the meaning of Regulation
D).
5. PLACEMENT MEMORANDUM. In connection with the sale of the Notes,
the Authority and the Company have prepared a preliminary private placement
memorandum, dated June 19, 1995, including any and all exhibits thereto and
any information incorporated by reference therein (the "Preliminary Private
Placement Memorandum"), and a final private placement memorandum, dated June
28, 1995, including any and all exhibits thereto and any information
incorporated by reference therein (the "Private Placement Memorandum")
(collectively, the "Placement Memorandum"). The Authority and the Company
hereby ratify the use by the Initial Purchasers prior to the date hereof of
the Preliminary Private Placement Memorandum and the Private Placement
Memorandum in connection with the offering, sale and distribution of the
Notes by the Initial Purchasers on the terms provided herein and therein.
The Placement Memorandum may be amended or supplemented only by the
Authority and the Company, with the consent of the Initial Purchasers, which
consent shall not be unreasonably withheld.
The Authority and the Company hereby consent to the use of the forms of
the Indenture and the Agreement, the Notes, and other documents referred to
in the Placement Memorandum (the "Financing Documents" as defined in the
Agreement) in connection with the offering, sale and distribution of the
Notes on the terms provided in the Placement Memorandum.
6. REPRESENTATIONS AND WARRANTIES OF THE AUTHORITY. The Authority
represents and warrants to the Initial Purchasers, as of the date hereof and
as of the date of the Closing, as follows:
(a) The Authority is a body corporate and politic and a public
instrumentality of the State of Maine, and has full power and authority
under the Act, among other things, (i) to issue revenue obligation
securities, such as the Notes, and to make the proceeds of such Notes
available to persons such as the Company for the purposes described in
the Indenture and the Agreement, payable from and secured by a pledge of
the Trust Estate, and (ii) to secure such Notes in the manner
contemplated by the Indenture.
(b) The Authority has full legal right, power and authority (i) to
adopt the Note Resolution, (ii) to enter into this Purchase Contract,
the Indenture, and the Agreement, (iii) to issue, sell and deliver the
Notes as provided herein, and (iv) to carry out and consummate all other
transactions contemplated by each of the aforesaid documents to be
performed by the Authority, and the Authority has complied with all
provisions of applicable law, including the Act, in all matters relating
to such transactions.
(c) The Authority has duly authorized (i) the issuance and sale of
the Notes upon the terms set forth herein and in the Indenture, (ii) the
execution, delivery and due performance by the Authority of this
Purchase Contract, the Notes, the Indenture, and the Agreement, and
(iii) the taking of any and all such actions as may be required on the
part of the Authority to carry out, give effect to and consummate the
transactions contemplated by such instruments including the use of the
Placement Memorandum. All consents or approvals of any court or
governmental agency or body, if any, necessary to be obtained by the
Authority in connection with the foregoing have been received, and the
consents or approvals so received, if any, are still in full force and
effect; provided that (x) the Authority makes no representation or
warranty as to any required consents or approvals under the Blue Sky or
other securities laws or regulations of any jurisdiction in connection
with the offer and sale of the Notes to or by the Initial Purchasers and
(y) an order of the Treasurer of the State of Maine pursuant to Section
1044(2) of the Act must be obtained prior to the Closing.
(d) The Note Resolution has been duly adopted by the Authority and
is in full force and effect. This Purchase Contract when executed and
delivered by the parties hereto constitutes, and the Indenture and the
Agreement, when duly executed and delivered by the parties thereto, will
constitute legal, valid and binding obligations of the Authority
enforceable in accordance with their respective terms, except that
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws heretofore or hereafter
enacted affecting creditors' rights, and is subject to the application
of principles of equity relating to or affecting the enforcement of
contractual obligations, whether such enforcement is considered in a
proceeding in equity or at law, and no representation is made as to the
availability of any particular remedy.
(e) When duly authenticated by the Trustee, delivered to the
Initial Purchasers and paid for at the Closing in accordance with the
provisions of this Purchase Contract, the Notes will have been duly
authorized, executed, issued and delivered and will constitute legal,
valid and binding limited obligations of the Authority in conformity
with the laws of the State of Maine, including the Act, will be entitled
to the benefit and security of the Agreement and the Indenture, and will
be enforceable in accordance with their terms, except that
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws heretofore or hereafter
enacted affecting creditors' rights, and is subject to the application
of principles of equity relating to or affecting the enforcement of
contractual obligations, whether such enforcement is considered in a
proceeding in equity or at law, and no representation is made as to the
availability of any particular remedy.
(f) Neither the adoption by the Authority of the Note Resolution,
the execution and delivery by the Authority of this Purchase Contract,
the Notes, the Indenture or the Agreement, nor the consummation of the
transactions contemplated therein or the compliance with the provisions
thereof by or on the part of the Authority, will conflict with, or
constitute on the part of the Authority a violation of, or a breach of
or default under, any statute, indenture, mortgage, commitment, note or
other agreement or instrument to which the Authority is a party or by
which it is bound, or under any provision of the Maine Constitution or
under any existing law, rule, regulation, resolution, charter, judgment,
order or decree to which the Authority is subject.
(g) To the best of the Authority's knowledge, there is no action,
suit, proceeding, inquiry or investigation, at law or in equity, before
or by any court, public board or body, pending or threatened against the
Authority, which in any way questions or otherwise affects the corporate
existence of the Authority, or the titles of its officers to their
respective offices, the powers of the Authority referred to in paragraph
(a) above, or the validity of any proceedings taken by the Authority in
connection with the issuance of the Notes, or wherein an unfavorable
decision, ruling or finding would materially adversely affect the
transactions contemplated by, or the validity or enforceability of, the
Note Resolution, the Indenture, the Agreement, the Notes or this
Purchase Contract.
(h) By official action of the Authority prior to the acceptance
hereof, the Authority has duly authorized the Preliminary Private
Placement Memorandum and the Private Placement Memorandum. As of the
respective dates of the Preliminary Private Placement Memorandum and the
Private Placement Memorandum, and as of the time of the Authority's
acceptance hereof, the information contained in the Preliminary Private
Placement Memorandum and the Private Placement Memorandum under the
caption The Authority" is true, correct and complete in all material
respects, and such information in the Preliminary Private Placement
Memorandum and the Private Placement Memorandum does not contain any
untrue or misleading statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading. As of the
Closing Date, the information contained in the Placement Memorandum
under the caption The Authority," as supplemented or amended in
accordance with Section 5 hereof, will not contain any untrue statement
of a material fact or omit to state any material fact which should be
included therein for the purposes for which the Placement Memorandum is
to be used or which is necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. The
Company represents and warrants to and agrees with the Initial Purchasers, as
of the date hereof and as of the date of the Closing, as follows:
(a) The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Maine,
qualified to do business in Maine, and with full corporate power to own
the Company's properties and conduct the Company's business. The
purposes for which the proceeds of the Notes will be used by the Company
will constitute an "electric rate stabilization project" within the
meaning of the Act. The Company has full legal right, power and
authority to execute and deliver this Purchase Contract, the Agreement
and the Second Mortgage Bonds, to authorize the distribution and use of
the Preliminary Private Placement Memorandum and the Private Placement
Memorandum, to provide for the buy back of the power purchase agreements
between the Company and (i) Babcock-Ultrapower West Enfield and (ii)
Babcock-Ultrapower Jonesboro, and to take any and all such action as
may be required on its part to carry out, give effect to and consummate
the transactions contemplated by this Purchase Contract, the Second
Mortgage Bonds and the Agreement.
(b) The Company has duly authorized, executed and delivered this
Purchase Contract, and on the Closing Date will have duly authorized,
executed and delivered the Second Mortgage Bonds and the Agreement, and
has taken all such action as may be required on the part of the Company
to carry out, give effect to and consummate the transactions
contemplated by each of such documents. This Purchase Contract
constitutes, and the Agreement and the Second Mortgage Bonds, when
executed and delivered, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their
respective terms, except that enforceability may be limited by laws
relating to bankruptcy, reorganization or other similar laws affecting
the rights of creditors or by equitable principles which may affect the
availability of specific performance or other equitable remedies.
(c) Neither the execution and delivery of this Purchase Contract,
the Agreement or the Second Mortgage Bonds, nor the consummation of the
transactions contemplated therein or the compliance with the provisions
thereof, will conflict with, or constitute on the part of the Company a
violation of, or a breach of or default under the Company's Articles of
Incorporation or By-laws or any material indenture, mortgage,
commitment, note or other agreement or instrument to which the Company
is a party or by which the Company is bound, or any order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its activities or properties.
All consents, approvals, authorizations and orders of governmental or
regulatory authorities which are required for the Company's execution
and delivery of, consummation of the transactions contemplated by and
compliance with the provisions of this Purchase Contract, the Agreement
and the Second Mortgage Bonds have been obtained, including without
limitation all necessary approving orders of the Maine Public Utilities
Commission ( MPUC").
(d) There is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public board
or body, pending or, to the best of the knowledge of the Company,
threatened, against or affecting the Company, or the actions taken or
contemplated to be taken by the Company, nor, to the best of the
knowledge of the Company, is there any basis therefor, wherein an
unfavorable decision, ruling or finding would materially adversely
affect the business, financial condition or operations of the Company,
or the transactions contemplated by, or the validity or enforceability
of, this Purchase Contract, the Agreement and the Second Mortgage Bonds.
(e) No event has occurred and no condition exists which, upon
issuance of the Notes, would constitute (or with the giving of notice or
lapse of time, or both, would constitute) an Event of Default under the
Agreement.
(f) The Company is not in violation of any provisions of, or in
default under, its Articles of Incorporation or ByLaws and is not in
violation of any provision or in default of any statute, indenture,
mortgage, commitment, note or other agreement or instrument to which it
is a party or by which it is bound, or any order, rule, regulation or
decision of any court or governmental agency or body having jurisdiction
over it or any of its activities or properties, which violation would
materially and adversely affect its business or financial condition.
(g) The information contained in the Preliminary Private Placement
Memorandum and the Private Placement Memorandum (except for the
information and statements pertaining to the Authority under the
captions "The Authority" and "Plan of Offering" as to which the Company
makes no representations) was or will be, as of their respective dates,
and as of the Closing Date will be, true, correct and complete in all
material respects, and the Preliminary Private Placement Memorandum and
the Private Placement Memorandum do not and will not contain any untrue
or misleading statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading; provided,
however, that the Company makes no representation or warranty as to the
information contained in or omitted from the Placement Memorandum in
reliance upon and in conformity with information furnished in writing to
the Company by or on behalf of the Initial Purchasers through the
Representative specifically for inclusion therein.
(h) The Company will furnish such information, execute such
instruments, and cooperate with the Initial Purchasers as the Initial
Purchasers may reasonably request in order for the Initial Purchasers
(i) to qualify the Notes, or perfect an exemption from registration, for
offer and sale of the Notes under the Blue Sky or other securities laws
and regulations of such states and other jurisdictions of the United
States as the Initial Purchasers may designate, and (ii) to determine
the eligibility of the Notes for investment under the laws of such
states and other jurisdictions, and the Company will use its best effort
to continue such exemption or qualification in effect so long as
required for distribution of the Notes.
(i) Any certificate signed by any officer of the Company and
delivered to the Authority, Note Counsel, and the Initial Purchasers of
the Notes at or before the Closing Date shall be deemed a representation
and warranty by the Company to the Authority, Note Counsel, and the
Initial Purchasers as to the truth of the statements therein contained.
(j) Neither the Company, nor any of its Affiliates (as defined in
Rule 501(b) of Regulation D under the Securities Act ("Regulation D")),
nor any person acting on its or their behalf has, directly or
indirectly, made offers or sales of any Note, or solicited offers to buy
any Note, under circumstances that would require the registration of the
Notes under the Securities Act.
(k) Neither the Company, nor any of its Affiliates, nor any person
acting on its or their behalf has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D)
in connection with any offer or sale of the Notes in the United States.
(l) The Notes satisfy the eligibility requirements of Rule
144A(d)(3) under the Securities Act.
(m) The Company is not an "investment company" within the meaning
of the Investment Company Act of 1940, as amended (the "Investment
Company Act"), without taking account of any exemption arising out of
the number of holders of the Company's securities.
(n) The Company is subject to and in full compliance with the
reporting requirements of Section 13 or Section 15(d) of the Exchange
Act.
(o) The Company has not paid or agreed to pay to any person any
compensation for soliciting another to purchase any securities of the
Company (except as contemplated by this Purchase Contract).
(p) So long as any of the Notes are "restricted securities" within
the meaning of Rule 144(a)(3) under the Securities Act, the Company
will, during any period in which it is not subject to and in compliance
with Section 13 or 15(d) of the Exchange Act or it is not exempt from
such reporting requirements pursuant to and in compliance with Rule
12g3-2(b) under the Exchange Act, provide to each holder of such
restricted securities and to each prospective purchaser (as designated
by such holder) of such restricted securities, upon the request of such
holder or prospective purchaser, any information required to be provided
by Rule 144A(d)(4) under the Securities Act. This covenant is intended
to be for the benefit of the Initial Purchasers and the prospective
purchasers designated by such Initial Purchasers, from time to time of
such Notes.
(q) If at any time prior to the completion of the sale of the
Notes by the Initial Purchasers (as determined by the Representative),
any event occurs as a result of which the Placement Memorandum, as then
amended or supplemented, would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, or if it should be necessary to amend or
supplement the Placement Memorandum to comply with applicable law, the
Company will promptly notify the Representative of the same and prepare
and provide to the Representative an amendment or supplement which will
correct such statement or omission or effect such compliance.
(r) The Company was not required or coerced by any Initial
Purchaser or any affiliate of any Initial Purchaser to designate or to
cause to be designated any Initial Purchaser as a purchaser of the
Notes, as a condition to the extension of credit by such Initial
Purchaser or an affiliate thereof.
8. CERTAIN CONDITIONS TO INITIAL PURCHASERS OBLIGATIONS. The
obligations of the Initial Purchasers to purchase and pay for the Notes to be
sold to the Initial Purchasers at the Closing shall be subject to (i) the
performance by the Authority of its obligations to be performed hereunder,
(ii) the performance by the Company of its obligations under the Agreement to
be performed at and prior to the Closing and (iii) the fulfillment to the
Initial Purchasers' satisfaction, prior to or at the Closing with respect to
the Notes, of the following conditions:
(a) The representations and warranties of the Authority and the
Company herein shall be true on and as of the date of the Closing and
shall be confirmed by appropriate certificates at Closing as may be
reasonably requested by the Purchasers;
(b) None of the Authority or the Company shall be in default in
the performance of any of their respective covenants pursuant to the
Indenture, the Agreement or herein;
(c) At the time of Closing (i) the Indenture, the Agreement, the
Second Mortgage Bonds, and the Global Note shall have been duly
authorized, executed and delivered by the respective parties thereto,
shall be in full force and effect and shall not have been amended,
modified or supplemented except as may have been agreed to in writing by
the Initial Purchasers and (ii) the Authority and the Company shall have
duly adopted and there shall be in full force and effect such
authorizations as shall be necessary in connection with the transactions
contemplated hereby;
(d) At the Closing Date, (i) any Authority action in connection
with the Notes and the approval of the Project (as defined in the
Placement Memorandum) by the MPUC shall be final and no longer subject
to appeal or reconsideration and (ii) the MPUC approval of the borrowing
by the Company under the Agreement shall be final and no appeal of such
approval of the borrowing shall affect the validity of the Second
Mortgage Bonds.
(e) At or prior to the Closing, the Initial Purchasers shall have
received two (2) executed or otherwise certified copies of each of the
following documents, in form and substance satisfactory to the Initial
Purchasers and their counsel:
(i) an opinion or opinions of Hawkins, Delafield & Wood,
Note Counsel to the Authority, dated the date of the Closing,
addressed to the Initial Purchasers (or addressed to the Authority
with appropriate reliance letters to the Company and the Initial
Purchasers) to the effect that: (1) the Authority has been duly
created and is validly existing under the Act, and has good right
and lawful authority to loan funds to the Company and to receive
and pledge the repayments of such loan and other amounts therefrom
in accordance with the terms of the Agreement and as provided in
the Indenture; (2) the Authority has the right and power pursuant
to the Act to enter into the Agreement and the Indenture, and the
Agreement and the Indenture have each been duly authorized,
executed and delivered by the Authority, are in full force and
effect, and constitute valid and binding agreements of the
Authority enforceable against the Authority in accordance with
their terms (subject to customary enforceability exceptions); (3)
the Notes have been duly authorized and issued by the Authority in
accordance with law and the terms of the Indenture and are valid
and binding special obligations of the Authority payable solely out
of the Trust Estate under the Indenture for the payment thereof,
and the Notes are enforceable in accordance with their terms and
the terms of the Indenture and conditions precedent to the delivery
of the Notes have been fulfilled (subject to customary
enforceability exceptions); (4) the Indenture creates the valid
pledge and assignment to the Trustee which it purports to create of
all of the Authority's right, title and interest in the Second
Mortgage Bonds and the Agreement (except the rights specifically
reserved thereunder); (5) the Notes are not subject to the
registration requirements of the Securities Act, and the Indenture
is exempt from qualification pursuant to the Trust Indenture Act;
and (6) (x) the information contained in the Placement Memorandum
under the captions "The Notes" (other than under "Book-Entry Only
System"), "Security for the Notes," "Tax Matters," and "Legality
for Investment" does not contain any untrue or misleading statement
of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under
which they are made, not misleading, and (y) the statements
contained in the Placement Memorandum (other than under the
foregoing sections identified in clause (x) above) with respect to
the Notes and the Capital Reserve Fund (as defined in the
Indenture), the obligations of the Authority and the State of Maine
with respect to the Notes and the Capital Reserve Fund, and the
information contained in Exhibit B and Exhibit C to the Placement
Memorandum, insofar as such statements purport to summarize certain
provisions of law and of the Indenture and the Agreement, present a
fair and accurate summary of such provisions for the purpose of use
in the Placement Memorandum;
(ii) an opinion of Frederick S. Samp, Esq., General
Counsel to the Company dated the date of Closing, addressed to the
Authority and the Initial Purchasers, to the effect that: (1) the
Company is a corporation validly existing and in good standing
under the laws of the State of Maine, with full corporate power and
authority to execute, deliver and perform its obligations under the
Second Mortgage Bonds, the Agreement, and this Purchase Contract
(together, the "Company Documents"), and each has been duly
authorized, executed and delivered by the Company and constitutes a
valid and binding agreement of the Company enforceable in
accordance with its terms, except to the extent that the
indemnification provisions of the Company Documents may be
unenforceable; (2) the Company has power to carry on its business
in Maine as presently conducted and as contemplated by the
Placement Memorandum and the Company Documents; (3) except for
those which have been obtained, no consent of or authorization by
or license or approval of or registration or declaration with any
governmental authority is required in connection with the
execution, delivery and performance by the Company of, or the
validity or enforceability of, any of the Company Documents; (4)
the execution and delivery of the Company Documents and the
performance of its obligations thereunder by the Company have not
resulted and will not result in a violation of any law or
regulation or of the certificate of incorporation of the Company or
its by-laws or constitute a default under any indenture, mortgage,
deed, trust agreement or other instrument known to them which the
Company is a party or by which it is bound; (5) the Company has
duly authorized the taking of any and all action necessary to carry
out and give effect to the transactions contemplated to be
performed on its part by the Company Documents; (6) there is no
action, suit, proceeding or investigation at law or in equity
before any court, public board or body, pending or threatened
against or affecting the Company, nor is there any basis therefor,
wherein an unfavorable decision, ruling or finding would adversely
affect the transactions contemplated by the Company Documents or
the validity or enforceability of any of such documents; (7) (x)
the information contained in the Placement Memorandum under the
captions "The Borrower," "The Project," "Concurrent Financing"
and "Risk Factors" does not contain any untrue or misleading
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading, and (y)
without passing upon or assuming responsibility for the accuracy,
completeness or fairness of the statements contained in the
Placement Memorandum (except as set forth in clause (x) above), and
without having undertaken to independently verify the accuracy,
completeness or fairness of such statements, nothing has come to
his attention which leads him to believe that the Placement
Memorandum as of its date, contained any untrue or misleading
statement of a material fact or omitted to state any material fact
necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading (other than
financial and statistical data, as to which he need express no
opinion);
(iii) an opinion of Winthrop, Stimson, Putnam & Roberts,
special counsel to the Company dated the date of Closing, addressed
to the Initial Purchasers and the Authority, to the effect that (1)
the information contained in the Placement Memorandum under the
captions "The Borrower," "The Project," "Concurrent Financing"
and "Risk Factors" does not contain any untrue or misleading
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading, and (2)
without passing upon or assuming responsibility for the accuracy,
completeness or fairness of the statements contained in the
Placement Memorandum (except as set forth in clause (1) above), and
without having undertaken to independently verify the accuracy,
completeness or fairness of such statements, nothing has come to
their attention which leads them to believe that the information
with respect to the Company contained in the Placement Memorandum
as of its date, contained any untrue or misleading statement of a
material fact or omitted to state any material fact necessary to
make the statements therein, in light of the circumstances under
which they are made, not misleading (other than financial and
statistical data, as to which they need express no opinion);
(iv) a certificate of an authorized officer of the
Authority, dated the date of the Closing, addressed to the Initial
Purchasers, to the effect that the representations and warranties
of the Authority in Section 6 of this Purchase Contract are true
and correct as of the date hereof and as of the date of the
Closing;
(v) a certificate of the Company dated the date of the
Closing and signed by an authorized official of the Company,
addressed to the Initial Purchasers and the Authority, to the
effect that the representations and warranties of the Company
included in Section 7 of this Purchase Contract are true and
correct as of the date hereof and as of the date of the Closing;
(vi) opinions, dated the date of the Closing, of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Preti, Flaherty,
Beliveau & Pachios, co-counsel to the Initial Purchasers, addressed
to the Initial Purchasers, in form satisfactory to the Initial
Purchasers;
(vii) the Placement Memorandum;
(viii) executed or certified copies of the Indenture, the
Agreement, the Second Mortgage Bonds, and the Global Note;
(ix) a certificate of one or more duly authorized
officers of the Trustee dated the date of Closing, as to the due
acceptance of the Indenture by the Trustee and the due
authentication and delivery of the Global Note by the Trustee
thereunder and as to payment for the Notes;
(x) a certificate, dated the date of Closing, of an
officer of the Trustee to the effect that: (1) the Trustee has
been duly organized, is validly existing and is in good standing
under the laws of the State of Connecticut, has the power and
lawful authority to act as a trustee and may validly and legally
execute the Indenture and accept the duties and obligations
established thereunder; and (2) the Trustee has duly accepted the
duties and obligations of Trustee imposed upon the Trustee by the
Indenture and has duly executed and delivered the Indenture and it
is a valid, binding and enforceable obligation of the Trustee;
(xi) an opinion or opinions of counsel to the Trustee,
dated the date of Closing and addressed to the Initial Purchasers
and to the Authority, to the effect that: (1) the Trustee is duly
organized, validly existing and in good standing under the laws of
the State of Connecticut; (2) the Trustee is lawfully empowered and
authorized to execute the Indenture and to carry out its duties and
obligations as Trustee under, and to accept the duties and
obligations contemplated by, the Indenture; (3) the Trustee has
duly authorized the acceptance of the duties and obligations
contemplated by the Indenture and has duly accepted the duties and
obligations of Trustee thereunder; (4) the Trustee has duly
authorized and executed the Indenture; and (5) the Indenture
constitutes a valid and legally binding obligation of the Trustee,
enforceable in accordance with its terms;
(xii) evidence satisfactory to the Initial Purchasers to
the effect that since the date of this Purchase Contract there has
been no reduction in any rating accorded to the Company's debt
securities by any "nationally recognized statistical rating
organization," as that term is defined by the Securities and
Exchange Commission for purposes of Rule 436(g)(2) under the
Securities Act, and no such organization shall have publicly
announced that it has placed any debt securities of the Company on
what is commonly termed a "watch list" for possible down-grading;
(xiii) a letter from the Company s auditors, dated a date
not less than five (5) business days prior to the Closing,
addressed to the Initial Purchasers, in form and substance
satisfactory to the Initial Purchasers;
(xiv) an opinion of counsel to the Authority, dated the
date of the Closing, addressed to the Initial Purchasers and the
Company, to the effect that the information contained in the
Placement Memorandum under the caption entitled "The Authority," as
of the date of the Placement Memorandum and as of the date of the
Closing, does not contain any untrue or misleading statement of a
material fact or omit to state any material fact necessary to make
the statements therein, in light of the circumstances under which
they were made, not misleading; and
(xv) other certificates of the Authority and the Company
and such additional certificates, proceedings, instruments and
other documents as the Initial Purchasers may reasonably request to
evidence compliance by the Authority and the Company with legal
requirements, the truth and accuracy, as of the time of Closing, of
the respective representations of the Authority contained in the
Indenture, the Agreement and herein and of the Company contained in
the Agreement and the due performance or satisfaction by the
Authority and the Company at or prior to such time of all
agreements then to be performed and all conditions then to be
satisfied by the Authority and the Company.
All such opinions, certificates, letters, agreements and documents will
be in compliance with the provisions hereof only if they are satisfactory in
form and substance to the Initial Purchasers and their counsel.
9. TERMINATION. The Initial Purchasers shall have the right to cancel
their obligation to purchase the Notes if:
(a) Legislation shall be favorably reported by a Committee of the
House of Representatives or the Senate of the Congress of the United
States or be introduced by committee, by amendment or otherwise, in, or
be enacted by, the House of Representatives or the Senate, or be
recommended by the President of the United States or by committee of the
House of Representatives or the Senate to the Congress of the United
States for passage by the Congress of the United States, or a decision
by a court of the United States shall be rendered, or a stop order,
ruling, regulation or official statement by, or on behalf of, the United
States Securities and Exchange Commission or other governmental agency
having jurisdiction of the subject matter shall be made or proposed, to
the effect that the offering or sale of obligations of the general
character of the Notes, as contemplated hereby, is or would be in
violation of any provision of the Securities Act as then in effect or
the Securities Exchange Act of 1934, as amended and as then in effect
(the "Exchange Act"), or that the Indenture shall be required to be
qualified under the Trust Indenture Act, or with the purpose or effect
of otherwise prohibiting the offering or sale of obligations of the same
general character of the Notes, or of the Notes, as contemplated hereby,
without registration under the Securities Act or qualification of the
Trust Indenture under the Trust Indenture Act ; or
(b) Any information shall have become known, which, in the Initial
Purchasers' reasonable opinion, makes untrue, incorrect or misleading in
any material respect any statement or information contained in the
Placement Memorandum, as then supplemented or amended in accordance with
Section 5 hereof, or causes the Placement Memorandum, as so supplemented
or amended, to contain any untrue statement of a material fact or to
omit to state a material fact necessary to make the statements made, in
light of the circumstances under which they were made, not misleading;
or
(c) Legislation shall be favorably reported by a committee of the
House of Representatives or the Senate of the Congress of the United
States or be introduced by committee, by amendment or otherwise, in, or
be enacted by, the House of Representatives or the Senate, or be
recommended by the President of the United States or by committee of the
House of Representatives or the Senate to the Congress of the United
States for passage by the Congress of the United States or any
legislation, regulation, ordinance, rule or resolution shall be enacted,
by any federal governmental body, department or agency of the United
States that would adversely effect the validity and enforceability of
the Notes; or
(d) Except as provided in clause (a) hereof, any legislation,
resolution, ordinance, rule or regulation shall be introduced in, or be
enacted by, any federal governmental body, department or agency of the
United States, or a decision by any court of competent jurisdiction
within the United States shall be rendered which, in the Initial
Purchasers sole judgment, materially adversely affects the
marketability of the Notes; or
(e) Additional restrictions not in force as of the date hereof
shall have been imposed upon trading in securities in the U.S. generally
by any governmental authority or by any national securities exchange
which, in the Initial Purchasers sole judgment, materially adversely
affects the marketability of the Notes; or
(f) Any U.S. governmental authority shall impose, as to the Notes,
or obligations of the general character of the Notes, any restrictions
on the Notes not now in force, or increase those now in force which, in
the Initial Purchasers sole judgment, materially adversely affects the
marketability of the Notes; or
(g) There shall have been an outbreak or escalation of hostilities
or any calamity or crisis having an effect on the financial markets or
the market for the Notes and other similar securities that, in the sole
judgment of the Initial Purchasers, makes it impracticable to proceed
with the offering or the delivery of the Notes as contemplated herein
and by the Placement Memorandum; or
(h) Any state "blue sky" or securities commission shall have
withheld registration, exemption or clearance of the offering, and, in
the reasonable judgment of the Initial Purchasers, the market for the
Notes is materially affected thereby.
If the Authority or the Company shall be unable to satisfy any of the
conditions to the obligations of the Initial Purchasers contained in this
Purchase Contract and such condition is not waived by the Initial Purchasers,
or if the obligations of the Initial Purchasers to purchase and accept
delivery of the Notes shall be terminated or canceled for any reason
permitted by this Purchase Contract, this Purchase Contract shall terminate
and neither the Initial Purchasers nor the Authority shall be under further
obligation hereunder; except that the respective obligations to pay expenses,
as provided in Section 13 hereof, shall continue in full force and effect.
10. INDEMNIFICATION. The Company shall indemnify and hold harmless the
Initial Purchasers, the Authority and each of their respective directors,
officers, employees and agents and each person, if any, who controls the
Initial Purchasers within the meaning of Section 15 of the Securities Act
(any such person being herein sometimes called an "Indemnified Party"),
against any and all losses, claims, damages or liabilities, joint or several,
to which such Indemnified Party may become subject under any statute or at
law or in equity or otherwise, and shall reimburse any such Indemnified Party
for any legal or other expenses incurred by it in connection with
investigating any claims against it and defending any actions, but only to
the extent that such losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of
a material fact contained in the Placement Memorandum, as amended or
supplemented in accordance with Section 5 hereof, or the omission or alleged
omission to state therein a material fact necessary to make the statements
therein not misleading; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement of a material fact or omission of a material fact or
alleged omission of a material fact made in reliance upon and in conformity
with written information furnished to the Company or the Authority by or on
behalf of the Initial Purchasers specifically for use in the Placement
Memorandum, and provided, further, that the Company shall not be liable to
the Authority, or its directors, officers, employees or agents, in any such
case to the extent that any such loss, claim, damage, liability or action
arises out of, or is based upon, any untrue statement or alleged untrue
statement of a material fact or omission of a material fact or alleged
omission of a material fact made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of the Authority
specifically for use in the Placement Memorandum. This indemnity agreement
shall not be construed as a limitation on any other liability which the
Company may otherwise have to any Indemnified Party provided that in no event
shall the Company be obligated for double indemnification.
Promptly after receipt by an Indemnified Party under this Section 10 of
notice of the commencement of any action or proceeding (including a
governmental investigation), such Indemnified Party will, if a claim in
respect thereof is to be made against the Company under this Section 10,
notify the Company of the commencement thereof; but the omission so to notify
the Company (i) will not relieve it from any liability under this Section 10
unless and to the extent it did not otherwise learn of such action and such
failure results in the forfeiture by the Company of substantial rights and
defenses and (ii) will not, in any event, relieve the Company from any
obligations to any Indemnified Party other than the indemnification
obligation provided in this Section 10. In case any such action is brought
against any Indemnified Party, and it notifies the Company of the
commencement thereof, the Company will be entitled to participate therein
and, to the extent that it may wish, to assume the defense thereof, with
counsel reasonably satisfactory to such Indemnified Party; provided, however,
that if the defendants in any such action include both the Indemnified Party
and the Company and the Indemnified Party shall have reasonably concluded
that there may be one or more legal defenses available to it and/or other
Indemnified Parties which are different from or additional to those available
to the Company, the Company shall not have the right to direct the defense of
such action on behalf of such Indemnified Party or Parties and such
Indemnified Party or Parties shall have the right to select separate counsel
to defend such action on behalf of such Indemnified Party or Parties. After
notice from the Company to such Indemnified Party of its election so to
assume the defense thereof and approval by such Indemnified Party of counsel
appointed to defend such action, the Company will not be liable to such
Indemnified Party under this Section 10 for any legal or other expenses,
other than reasonable costs of investigation, subsequently incurred by such
Indemnified Party in connection with the defense thereof, unless (i) the
Indemnified Party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that in
connection with such action the Company shall not be liable for the expenses
of more than one separate counsel (in addition to local counsel) in any one
action or separate but substantially similar actions in the same jurisdiction
arising out of the same general allegations or circumstances, designated by
the Initial Purchasers, representing the Indemnified Parties under this
Section 10 who are parties to such action or actions) or (ii) the Company has
authorized the employment of counsel for the Indemnified Party at the expense
of the Company. After such notice from the Company to such Indemnified
Party, the Company will not be liable for the costs and expenses of any
settlement of such action effected by such Indemnified Party without the
consent of the Company (which consent shall not, in light of such action and
the defenses available to the Indemnified Party, be unreasonably withheld),
unless such Indemnified Party waived its rights under this Section 10 in
which case the Indemnified Party may effect such a settlement without such
consent.
11. DEFAULT OF INITIAL PURCHASERS. If one or more of the Initial
Purchasers default in their obligations to purchase Notes hereunder and the
aggregate principal amount of such Notes that such defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase is seven and
five tenths percent (7.5%) or less of the aggregate principal amount of Notes
to be purchased by all of the Initial Purchasers at such time hereunder, the
other Initial Purchasers may make arrangements satisfactory to the
Representative for the purchase of such Notes by other persons (who may
include one or more of the non-defaulting Initial Purchasers), but if no such
arrangements are made by the date of the Closing, the other Initial
Purchasers shall be obligated severally in proportion to their respective
commitments hereunder to purchase the Notes that such defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase. If one or
more Initial Purchasers so defaults and the aggregate principal amount of
Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but
failed to purchase is more than ten percent of the aggregate principal amount
of Notes to be purchased by all the Initial Purchasers at such time
hereunder, and if arrangements satisfactory to the Representative are not
made within 36 hours after such default for the purchase by other persons
(who may include one or more of the non-defaulting Initial Purchasers) of the
Notes with respect to which such default occurs, this Purchase Contract will
terminate without liability on the part of any non-defaulting Initial
Purchaser or the Company or the Authority other than as provided in Section
12 hereof. In the event of any default by one or more Initial Purchasers as
described in this Section 11, the Representative shall have the right to
postpone the Closing as provided in Section 3 hereof for not more than seven
business days in order that any necessary changes may be made in the
arrangements or documents for the purchase and delivery of the Notes. As
used in this Agreement, the term "Initial Purchaser" includes any person
substituted for an Initial Purchaser under this Section 11. Nothing herein
shall relieve any defaulting Initial Purchaser from liability for its
default.
12. SURVIVAL OF REPRESENTATIONS. The respective representations,
warranties, agreements, covenants, indemnifications and other statements of
the Company, the Authority, their respective officers and officials and the
Initial Purchasers set forth in the Indenture, the Agreement, or herein, or
made by or on behalf of them, respectively, pursuant to this Purchase
Contract, shall remain operative and in full force and effect, regardless of
(i) any investigation made by or on behalf of the Initial Purchasers, any of
their directors, officers, officials, employees or agents or any controlling
person referred to in Section 10 hereof, and (ii) delivery and payment for
the Notes. The respective agreements, covenants, indemnities and other
statements set forth in Section 10 and 13 hereof shall remain in full force
and effect, regardless of any termination or cancellation of this Purchase
Contract.
13. PAYMENT OF EXPENSES. The Initial Purchasers shall have no
obligation for the payment of any expenses or costs to effect the
authorization, issuance, sale and delivery of the Notes other than their
internal operating expenses except as expressly set forth herein.
Upon the sale of the Notes by Authority to the Initial Purchasers, the
Initial Purchasers shall be under no obligation to pay any expenses incident
to the performance of the obligations of the Authority hereunder. All
expenses and costs to effect the authorization, preparation, issuance,
delivery and sale of the Notes shall be paid by the Company, irrespective of
whether the Notes are issued other than as a result of a default by any of
the Initial Purchasers (in which case the defaulting Initial Purchaser shall
pay all costs, expenses and damages related to its default and actions taken
pursuant to this Purchase Contract in respect thereof). Such costs and
expenses include, but shall not be limited to: (a) the fees and expenses of
the Initial Purchasers co-counsel, (b) the costs and expenses for the
preparation, printing, photocopying, execution and delivery of this Purchase
Contract, the Placement Memorandum, and the Financing Documents and other
agreements and documents contemplated hereby and such other expenses incurred
by the Initial Purchasers in connection with the transactions contemplated
hereby, (c) the fees of the Authority, (d) the fees of the Trustee and its
counsel and (e) the fees of Hawkins, Delafield & Wood, as Note Counsel.
14. NOTICES. Any notice or other communication to be given under this
Purchase Contract shall be given in writing and mailed, telegraphed,
telecopied or delivered to:
FOR THE INITIAL PURCHASERS:
Prudential Securities Incorporated
One New York Plaza, 14th Floor
New York, NY 10292-2014
Attention: Aaron M. Barman
Telephone: (212) 778-4774
Telecopier: (212) 778-3443
THE AUTHORITY:
Finance Authority of Maine
83 Western Avenue
P.O. Box 949
Augusta, ME 04332-0949
Attention: Tim Agnew
cc: Duncan MacKellar
Telephone: (207) 623-3263
Telecopier: (207) 623-0095
THE COMPANY:
Bangor Hydro-Electric Company
33 State Street
P. O. Box 932
Bangor, Maine 04402-0932
Attention: Robert Weiser
Telephone: (207) 990-6925
Telecopier: (207) 990-6954
15. PARTIES; SUCCESSORS. This Purchase Contract shall inure to the
benefit of and shall be binding upon the Authority, the Company and the
Initial Purchasers, and their respective successors and legal
representatives, and nothing expressed or mentioned in this Purchase Contract
is intended or shall be construed to give any other person any legal or
equitable right, remedy or claim under or in respect of this Purchase
Contract, or any provisions herein contained, this Purchase Contract and all
conditions and provisions hereof being intended to be and being for the sole
and exclusive benefit of such persons except that the indemnities of the
Company contained in Section 10 of this Purchase Contract shall also be for
the benefit of the directors, officers, employees and agents of the Authority
and any Initial Purchaser and any person or persons who control any Initial
Purchaser within the meaning of Section 15 of the Securities Act.
16. NO PECUNIARY LIABILITY OF AUTHORITY. No provision, covenant, or
agreement contained in this Purchase Contract, and no obligation herein
imposed upon the Authority, or the breach thereof, shall constitute an
indebtedness of the Authority or the State of Maine or any political
subdivision thereof or give rise to a pecuniary liability of the Authority or
the State of Maine or any political subdivision thereof. In making the
agreements, provisions and covenants set forth in this Purchase Contract, the
Authority has not obligated itself, except to the extent that the Authority
is authorized to act pursuant to Maine law and except with respect to the
Trust Estate. The Authority and any of its officials, officers, employees,
members or agents shall have no monetary liability arising out of the
obligations of the Authority hereunder or in connection with any covenant,
representation or warranty made by the Authority herein, and neither the
Authority nor its officials shall be obligated to pay any amounts in
connection with the transactions contemplated hereby other than from the
Trust Estate.
17. GOVERNING LAW. This Purchase Contract will be governed by and
construed in accordance with the laws of the State of Maine.
18. GENERAL. This Purchase Contract constitutes the entire agreement,
and supersedes all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof. This
Purchase Contract may be executed in several counterparts, each of which
shall be regarded as an original and all of which will constitute one and the
same instrument. The section headings of this Purchase Contract are for
convenience of reference only and shall not affect its interpretation.
IN WITNESS WHEREOF, the Authority, the Company and the Initial
Purchasers have caused this Purchase Contract to be duly executed and
delivered by their representatives thereunto duly authorized to be effective
as of the date first above written.
FINANCE AUTHORITY OF MAINE
By: s/Timothy P. Agnews
--------------------
Title: Chief Executive Officer
BANGOR HYDRO-ELECTRIC COMPANY
By: s/Robert C. Weiser
--------------------
Title: Treasurer
PRUDENTIAL SECURITIES, INC.
CHEMICAL SECURITIES INC.
PAINEWEBBER INCORPORATED
SMITH BARNEY INC.
By: PRUDENTIAL SECURITIES, INC.
By: s/Aaron M. Barman
--------------------
Title: Managing Director
EXHIBIT A
Principal Amount of Taxable
Electric Rate Stabilization
Revenue
Notes Series 1995A (Bangor Hydro-
Initial Purchaser Percentage (Electric Company)
---------------------------------- ----------- ------------------
Prudential Securities Incorporated 77.5% $96,956,685
Chemical Securities Inc. 7.5 9,382,905
PaineWebber Incorporated 7.5 9,382,905
Smith Barney, Inc. 7.5 9,382,905
FINANCE AUTHORITY OF MAINE
Taxable Electric Rate Stabilization Revenue Notes
Series 1995A (Bangor Hydro-Electric Company)
Schedule I to Purchase Contract
Deposit to Project Loan Fund $103,239,477.76
Deposit to Capital Reserve Fund 21,191,940.00
Costs of Issuance 673,982.24
---------------
Purchase Price $125,105,400.00