BANGOR HYDRO-ELECTRIC COMPANY
TO
CHEMICAL BANK,
AS TRUSTEE
_____________
SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 15, 1995
TO
GENERAL AND REFUNDING MORTGAGE INDENTURE AND DEED OF TRUST
DATED AS OF JUNE 1, 1995
SUPPLEMENTAL INDENTURE, dated as of June 15, 1995 (the
"Supplemental Indenture"), made by and between BANGOR HYDRO-ELECTRIC COMPANY,
a corporation organized and existing under the laws of the State of Maine
(the "Company"), the post office address of which is 33 State Street, Bangor,
Maine 04401, and CHEMICAL BANK, a corporation organized and existing under
the laws of the State of New York (the "Trustee"), as Trustee under the
General and Refunding Mortgage Indenture and Deed of Trust dated as of June
1, 1995, hereinafter mentioned, the post office address of which is 450 West
33rd Street, New York, New York 10001;
WHEREAS, the Company has heretofore executed and delivered its
General and Refunding Mortgage Indenture and Deed of Trust dated as of June
1, 1995 (the "Indenture"), to the Trustee, for the security of the bonds of
the Company to be issued thereunder (the "Bonds"); and
WHEREAS, the Company desires to create a new series of Bonds
to be issued under the Indenture, to be known as General and Refunding
Mortgage Bonds, Series A (the "Series A Bonds"); and
WHEREAS, pursuant to a Loan Agreement dated as of June 1, 1995
between the Finance Authority of Maine ("FAME") and the Company (the "Loan
Agreement"), One Hundred and Twenty-six Million Dollars ($126,000,000)
aggregate principal amount of Series A Bonds are to be registered in the name
of FAME, and assigned to First Fidelity Bank, the trustee (hereinafter,
together with any successor trustee, called the "FAME Trustee") under a Trust
Indenture, dated as of June 1, 1995 between FAME and the FAME Trustee
(the "FAME Indenture"); and
WHEREAS, the Series A Bonds are to be held in pledge to
evidence and secure the obligations of the Company under the Loan Agreement
and in particular for the security of the payment of the principal and
interest on One Hundred and Twenty-six Million Dollars ($126,000,000)
aggregate principal amount of Finance Authority of Maine Taxable Electric
Rate Stabilization Revenue Notes, Series 1995A (Bangor Hydro-Electric
Company) (the "FAME Bonds") being issued under the FAME Indenture and
Additional Payments (as defined in the Loan Agreement); and
WHEREAS, the Company, in the exercise of the powers and
authority conferred upon and reserved to it under the provisions of the
Indenture, has duly resolved and determined to make, execute and deliver to
the Trustee a Supplemental Indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid, binding and legal instrument have been
done, performed and fulfilled and the execution and delivery hereof have been
in all respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
THAT BANGOR HYDRO-ELECTRIC COMPANY, in consideration of the
service by the Trustee, and its successors, under the Indenture and of One
Dollar to it duly paid by the Trustee at or before the ensealing and delivery
of these presents, the receipt whereof is hereby acknowledged, hereby
covenants and agrees to and with the Trustee and its successors in the trust
under the Indenture, for the benefit of those who shall hold the Bonds as
follows:
ARTICLE I.
DESCRIPTION OF THE SERIES A BONDS.
SECTION 1. The Company hereby creates a new series of Bonds
to be known as "General and Refunding Mortgage Bonds, Series A" (hereinafter
referred to as the "Series A Bonds"). The Series A Bonds shall be executed,
authenticated and delivered in accordance with the provisions of, and shall
in all respects be subject to, all of the terms, conditions and covenants of
the Indenture, as supplemented and modified.
The Series A Bonds shall be evidenced by registered Bonds in
the aggregate principal amount of One Hundred and Twenty-six Million Dollars.
The commencement of the first interest period for the Series A Bonds shall be
June 30, 1995. The Series A Bonds shall mature as provided in Article III
and shall bear interest at the rate of seven and three-hundredths percent
(7.03%) per annum, payable semi-annually on the first day of January and the
first day of July in each year, commencing January 1, 1996. The Series A
Bonds shall upon issuance be delivered by the Company to and be registered in
the name of FAME, shall be assigned by FAME to the FAME Trustee and shall be
transferable thereafter only (i) to the Company as provided herein, or (ii)
as required to effect an assignment thereof to a successor trustee under the
FAME Indenture.
To the extent that the Company, pursuant to the Loan
Agreement, furnishes directly to the FAME Trustee at its principal corporate
trust office all funds required for any and all payments of principal of and
interest on the FAME Bonds, such payments shall be deemed to constitute
corresponding payments of interest and installments of principal on the
Series A Bonds.
Unless payment then is or has been made pursuant to the next
preceding paragraph, payment of the principal of and interest on the Series A
Bonds shall be made in any coin or currency of the United States which at the
time of payment is legal tender for the payment of public and private debts
at the principal corporate trust office of the FAME Trustee, by wire transfer
to the FAME Trustee for the account of FAME in funds immediately available at
said office of the FAME Trustee, in each case on or prior to 11:00 a.m. of
the second Business Day preceding the due date for such payment. Any such
payment of principal or interest shall be credited as and used to make a
corresponding payment of principal and interest on the FAME Bonds.
The Trustee may at any and all times conclusively assume that
the obligations of the Company to make payments with respect to the principal
of and interest on Series A Bonds, so far as such payments shall at the time
have become due, has been fully satisfied and discharged unless and until the
Trustee shall have received a written notice from the FAME Trustee signed by
one of its officers, stating (i) that the Company is in arrears as to the
payments required to be made by it to the FAME Trustee pursuant to the Loan
Agreement and (ii) the amount of the arrearage.
The FAME Trustee, by acceptance of the assignment of the
Series A Bonds, agrees that it shall upon the payment or cancellation of any
FAME Bonds (other than through the application of funds drawn from the
Capital Reserve Fund (as defined in the Loan Agreement) or otherwise provided
directly by FAME (and in each case not reimbursed by the Company)), deliver
to the Company a like principal amount of Series A Bonds, and shall surrender
the remaining Series A Bonds to the Company upon final payment of the FAME
Bonds.
Any notice affecting or relating to the Series A Bonds
required or permitted to be given under the Indenture to Holders may be given
by mailing the same by first class mail, postage prepaid, to the FAME Trustee
at 10 State House Square, Hartford, Connecticut 06103 and to FAME at 83
Western Avenue, Augusta, Maine 04330-7226 or at such other address as may be
provided to the Trustee by written notice from the FAME Trustee or FAME, as
the case may be. The certificate of the Trustee that such mailing has been
effective shall be conclusive evidence of compliance with the requirements of
this Section, whether or not the FAME Trustee or FAME receive such notice.
The Trustee hereunder shall, by virtue of its office as such
Trustee, be the Registrar and Transfer Agent of the Company for the purpose
of registering and transferring Series A Bonds, and shall maintain a Bond
register for the Series A Bonds.
SECTION 2. The Series A Bonds and the Trustee's Certificate
of Authentication shall be substantially in the following forms,
respectively:
[FORM OF FACE OF BOND]
NOTE: THE HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON
TRANSFER OF THIS BOND AS SET FORTH BELOW. IN ADDITION, THE SECURITY
REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AND SUCH SECURITY MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH
APPLICABLE SECURITIES LAWS.
THIS BOND IS NOT TRANSFERABLE EXCEPT (I) TO THE COMPANY OR (II) TO THE
TRUSTEE OR SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE DATED AS OF JUNE 1,
1995 BETWEEN THE FINANCE AUTHORITY OF MAINE AND FIRST FIDELITY BANK, AS
TRUSTEE.
BANGOR HYDRO-ELECTRIC COMPANY
GENERAL AND REFUNDING MORTGAGE BOND, SERIES A
No. A- $___________
BANGOR HYDRO-ELECTRIC COMPANY, a corporation organized and
existing under the laws of the State of Maine (the "Company", which term
shall include any successor corporation as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to the
Finance Authority of Maine or registered assigns, the principal sum of
_______________ Dollars on the 1st day of July, ____, in any coin or currency
of the United States of America which at the time of payment is legal tender
for public and private debts, and to pay interest thereon in like coin or
currency from June 30, 1995, payable semi-annually, on the first days of
January and July in each year, commencing January 1, 1996, at the rate of
seven and three-hundredths per cent (7.03%) per annum, until the Company's
obligation with respect to the payment of such principal shall be discharged
as provided in the Indenture hereinafter mentioned.
This bond shall not be entitled to any benefit under the
Indenture or any indenture supplemental thereto, or become valid or
obligatory for any purpose, until the form of certificate of authentication
endorsed hereon shall have been signed by or on behalf of Chemical Bank, the
Trustee under the Indenture, or a successor trustee thereto under the
Indenture, or by an authenticating agent duly appointed by the Trustee in
accordance with the terms of the Indenture.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
IN WITNESS WHEREOF, Bangor Hydro-Electric Company has caused
this bond to be signed (manually or by facsimile signature) in its name by an
Authorized Executive Officer, as defined in the aforesaid Indenture, and its
corporate seal (or a facsimile thereof) to be hereto affixed and attested
(manually or by facsimile signature) by an Authorized Executive Officer, as
defined in such Indenture, on the date hereof.
Dated ________________
BANGOR HYDRO-ELECTRIC COMPANY,
By
------------------------------
Authorized Executive Officer
ATTEST:
____________________________
Authorized Executive Officer
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds of the series designated therein referred to in
the within-mentioned Indenture.
CHEMICAL BANK,
Trustee
By ------------------------
Authorized Officer
[FORM OF REVERSE OF BOND]
This bond is one of the bonds of the Company (the "Bonds")
issued and to be issued under and secured by a General and Refunding Mortgage
Indenture and Deed of Trust (the "Indenture"), dated as of June 1, 1995,
executed by the Company to Chemical Bank, as Trustee (the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the properties mortgaged and pledged, the nature
and extent of the security, the rights of registered owners of the Bonds and
of the Trustee in respect thereof, and the terms and conditions upon which
the Bonds are, and are to be, secured. The Bonds may be issued in series,
for various principal sums, may mature at different times, may bear interest
at different rates and may otherwise vary as provided in the Indenture. This
Bond is one of a series designated as the "General and Refunding Mortgage
Bonds, Series A" (the "Series A Bonds") of the Company, issued under and
secured by the Indenture and described in the supplemental indenture dated as
of June 15, 1995, between the Company and the Trustee (the "Supplemental
Indenture").
This Bond is issued to the Finance Authority of Maine ("FAME")
to evidence and secure the obligation of the Company to pay the principal of
and interest on a like amount of bonds (the "FAME Bonds") issued under a
Trust Indenture dated as of June 1, 1995 ("FAME Indenture") between FAME and
First Fidelity Bank, as trustee ("FAME Trustee"), pursuant to a Loan
Agreement dated as of June 1, 1995 (the "Loan Agreement") and to secure
Additional Payments (as defined in the Loan Agreement).
To the extent that the Company, pursuant to the Loan
Agreement, furnishes directly to the FAME Trustee at its principal corporate
trust office all funds required for any and all payments of principal of and
interest on the FAME Bonds, such payments shall be deemed to constitute
corresponding payments of interest and installments of principal on this
Series A Bond.
Unless payment then is or has been made pursuant to the next
preceding paragraph, payment of the principal of and interest on this Series
A Bond shall be made in any coin or currency of the United States which at
the time of payment is legal tender for the payment of public and private
debts at the principal corporate trust office of the FAME Trustee, by wire
transfer to the FAME Trustee for the account of FAME in funds immediately
available at said office of the FAME Trustee, in each case on or prior to
11:00 a.m. of the second Business Day preceding the due date for such
payment. Any such payment of principal or interest shall be credited as and
used to make a corresponding payment of principal and interest on the FAME
Bonds.
The Trustee may at any and all times conclusively assume that
the obligations of the Company to make payments with respect to the principal
of and interest on this Series A Bond, so far as such payments shall at the
time have become due, has been fully satisfied and discharged unless and
until the Trustee shall have received a written notice from the FAME Trustee
signed by one of its officers, stating (i) that the Company is in arrears as
to the payments required to be made by it to the FAME Trustee pursuant to the
Loan Agreement and (ii) the amount of the arrearage.
The FAME Trustee, by acceptance of the assignment of this
Series A Bond, agrees that it shall upon the payment or cancellation of a
portion of the principal amount of the FAME Bonds (other than through the
application of funds drawn from the Capital Reserve Fund (as defined in the
Loan Agreement) or otherwise provided directly by FAME (and in each case not
reimbursed by the Company)), deliver to the Company a like principal amount
of Series A Bonds, and shall surrender the remaining Series A Bonds to the
Company upon final payment of the FAME Bonds.
Any notice affecting or relating to the Series A Bonds
required or permitted to be given under the Indenture to Holders may be given
by mailing the same by first class mail, postage prepaid, to the FAME Trustee
and FAME. The certificate of the Trustee that such mailing has been
effective shall be conclusive evidence of compliance with the requirements of
the Supplemental Indenture, whether or not the FAME Trustee or FAME receive
such notice.
The Trustee hereunder shall, by virtue of its office as such
Trustee, be the Registrar and Transfer Agent of the Company for the purpose
of registering and transferring Series A Bonds, and shall maintain a Bond
register for the Series A Bonds.
As more fully described in the Supplemental Indenture, Series
A Bonds shall be redeemed in whole by payment of the principal amount hereof
plus accrued interest hereon, if any, to the date fixed for redemption, upon
receipt by the Trustee of a written advice from the FAME Trustee stating that
the principal amount of all the FAME Bonds then outstanding under the FAME
Indenture has been declared due and payable pursuant to the provisions of
Section 7.03 of the FAME Indenture. This Series A Bond is not otherwise
redeemable prior to maturity.
Principal of the Series A Bonds shall be payable on the
following principal payment dates and in the respective amounts as follows:
Principal
Payment
Dates
(July 1) Amount
--------- -----------
1998 $12,300,000
1999 13,100,000
2000 14,000,000
2001 15,100,000
2002 16,100,000
2003 17,200,000
2004 18,400,000
2005 19,800,000
To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture, or of any indenture
supplemental thereto, and of the rights and obligations of the Company and of
the holders of the Bonds may be made with the consent of the Company by an
affirmative vote or consent of the holders of a majority in aggregate
principal amount of the Bonds entitled to vote or consent then outstanding
and by an affirmative vote or consent of the holders of a majority in
aggregate principal amount of the Bonds of all series or tranches of any
series entitled to vote or consent then outstanding and affected by such
modification or alteration, in case one or more but less than all of the
series of Bonds or of any tranche or tranches of any series of Bonds then
outstanding under the Indenture are so affected; provided, however, that
without the consent of the Holder of this bond, no such modification or
alteration shall be made which will affect the terms of payment of the
principal of, or interest or premium, if any, on this bond. Notwithstanding
the foregoing, whenever the vote or the consent of the holder of any Series A
Bond is required, the consent of FAME shall also be required for any such
vote or consent to be given effect.
In case an Event of Default, as defined in the Indenture,
shall occur, the principal of all the Series A Bonds at any such time
outstanding may be declared or may become due and payable, upon the
conditions and in the manner and with the effect provided in the Indenture.
The Indenture provides that such declaration may be rescinded under certain
circumstances.
ARTICLE II.
ISSUE OF SERIES A BONDS.
SECTION 1. The Company hereby exercises the right to obtain
the authentication of $126,000,000 principal amount of Bonds pursuant to the
terms of Section 4.06 of the Indenture. All such Bonds shall be Series A
Bonds.
SECTION 2. Such Series A Bonds may be authenticated and
delivered prior to the filing for recordation of this Supplemental Indenture.
ARTICLE III.
PRINCIPAL PAYMENTS.
Principal of the Series A Bonds shall be payable on the
principal payment dates and in the respective amounts as follows:
Principal
Payment
Dates
(July 1) Amount
--------- -----------
1998 $12,300,000
1999 13,100,000
2000 14,000,000
2001 15,100,000
2002 16,100,000
2003 17,200,000
2004 18,400,000
2005 19,800,000
ARTICLE IV.
REDEMPTION OF THE SERIES A BONDS.
SECTION 1. The Series A Bonds shall be redeemed in whole, by
payment of the principal amount thereof plus accrued interest thereon, if
any, to the date fixed for redemption, upon receipt by the Trustee of a
written advice from the FAME Trustee stating (i) that the principal amount of
all the FAME Bonds then outstanding under the FAME Indenture has been
declared due and payable pursuant to the provisions of Section 7.03 of the
FAME Indenture, specifying the date of the accelerated maturity of such FAME
Bonds and the date from which interest on the FAME Bonds issued under the
FAME Indenture has then accrued, stating such declaration of maturity has not
been annulled and demanding payment of the principal amount of the Series A
Bonds plus accrued interest thereon, if any, to the date fixed for redemption
and (ii) the date fixed for such redemption, and the Trustee hereby waives
any other right to receive a notice of redemption under the Indenture;
provided, however, that the date fixed for such redemption shall be not
earlier than the fifth day and not later than the 45th day after receipt by
the Trustee of such advice. The FAME Trustee, by acceptance of the
assignment of the Series A Bonds, waives notice of such redemption pursuant
to Section 5.04 of the Indenture. The aforementioned notice of redemption
from the FAME Trustee shall become null and void for all purposes hereunder
and the Indenture upon receipt by the Trustee of written notice from the FAME
Trustee of the annulment of the acceleration of the maturity of the FAME
Bonds then outstanding under the FAME Indenture and of the rescission of the
aforesaid written advice prior to the redemption date specified in such
notice of redemption, and thereupon no redemption of the Series A Bonds and
no payment in respect thereof as specified in such notice of redemption shall
be effected or required. But no such annulment or rescission shall extend to
any subsequent written advice from the FAME Trustee or impair any right
consequent on such subsequent written advice.
The Series A Bonds are not otherwise redeemable prior to
maturity.
ARTICLE IV.
THE TRUSTEE.
The Trustee hereby accepts the trusts hereby declared and
provided, and agrees to perform the same upon the terms and conditions in the
Indenture set forth and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this
Supplemental Indenture or the due execution hereof by the Company
or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely.
ARTICLE V.
MISCELLANEOUS PROVISIONS.
Section 1. The Company covenants and agrees that it will not
enter into an indenture supplemental to the Indenture which amends this
Supplemental Indenture in any manner that affects the rights of FAME set
forth herein without the written consent of FAME.
Section 2. This Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed shall
be deemed to be an original; but such counterparts shall together constitute
but one and the same instrument.
IN WITNESS WHEREOF, said Bangor Hydro-Electric Company has
caused this Supplemental Indenture to be executed on its behalf by an
Authorized Executive Officer as defined in the Indenture, and its corporate
seal to be hereto affixed and said seal and this Supplemental Indenture to be
attested by an Authorized Executive Officer as defined in the Indenture; and
Chemical Bank, in evidence of its acceptance of the trust hereby created, has
caused this Supplemental Indenture to be executed on its behalf by its
President or one of its Vice Presidents and its corporate seal to be hereto
affixed and said seal and this Supplemental Indenture to be attested by its
Secretary or one of its Trust Officers all as of the date first above
written.
BANGOR HYDRO-ELECTRIC COMPANY
By /s/ Robert S. Briggs
--------------------------
[CORPORATE SEAL] President and Chief
Executive Officer
ATTEST:
/s/ Federick S. Samp
- -----------------------
Clerk
CHEMICAL BANK
By /s/ W. B. Dodge
---------------------
[CORPORATE SEAL] Vice President
ATTEST:
/s/ Wanda Eiland
- ---------------------
Trust Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED, that on this 28th day of June, 1995, before
me, the undersigned, Matthew Hilton Frances, a Notary Public within and for
the County and State aforesaid, personally came Robert S. Briggs, President
and Chief Executive Officer, and Frederick S. Samp, Clerk, of Bangor Hydro-
Electric Company, a corporation duly organized, incorporated and existing
under the laws of the State of Maine, who are personally known to me to be
such officers, and who are personally known to me to be the same persons who
executed as such officers the within instrument of writing, and such persons
duly acknowledged that they signed, sealed and delivered the said instrument
as their free and voluntary act as such President and Chief Executive Officer
and Clerk, respectively, and as the free and voluntary act of said Bangor
Hydro-Electric Company for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my official seal on the day and year last above written.
/s/ Matthew H. Frances
--------------------------
Notary Public
#31-5032254
[NOTARIAL SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED, that on this 27th day of June, 1995, before
me, the undersigned Emily Fayan, a Notary Public within and for the County
and State aforesaid, personally came W. B. Dodge, a Vice-President and Wanda
Eiland, a Trust Officer, of Chemical Bank, a corporation organized and
existing under the laws of State of New York, who are personally known to me
to be the same persons who executed as such officers the within instrument of
writing, and such persons duly acknowledged that they signed, sealed and
delivered the said instrument as their free and voluntary act as such Vice-
President and Trust Officer, respectively, and as the free and voluntary act
of Chemical Bank for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my official seal on the day and year last above written.
/s/ Emily Fayan
---------------------------
Notary Public
#24-4737006
[NOTARIAL SEAL]