BANGOR HYDRO-ELECTRIC COMPANY
To
CITIBANK, N.A.,
As Trustee
_____________________________
SUPPLEMENTAL INDENTURE
Dated as of June 29, 1995
______________________________
Re: $115,000,000 First Mortgage Bonds
Collateral Series Due 2000
Supplemental to Mortgage and Deed of Trust
Dated as of July 1, 1936
SUPPLEMENTAL INDENTURE, dated as of June 29, 1995, between BANGOR
HYDRO-ELECTRIC COMPANY, a corporation organized and existing under the laws
of the State of Maine (hereinafter called the "COMPANY"), party of the first
part, CITIBANK, N.A. (successor to City Bank Farmers Trust Company), a
national banking association organized under the laws of the United States of
America, having its corporate trust office at 111 Wall Street, in the Borough
of Manhattan, City and State of New York, as Trustee under the Mortgage and
Deed of Trust hereinafter referred to (hereinafter called the "TRUSTEE"),
party of the second part.
WHEREAS, the Company heretofore executed and delivered to City Bank
Farmers Trust Company, as Trustee, its Mortgage and Deed of Trust dated as of
July 1, 1936 (hereinafter referred to as the "ORIGINAL INDENTURE", and
hereinafter as heretofore supplemented and amended by duly recorded
Indentures supplemental thereto, referred to as the "INDENTURE"); and
WHEREAS, City Bank Farmers Trust Company was converted as of the
close of business on January 30, 1959, into a national banking association
named First National City Trust Company and having its head office at 55 Wall
Street, in the Borough of Manhattan, City, County and State of New York; and
WHEREAS, First National City Trust Company was merged on January
15, 1963 into First National City Bank, a national banking association
incorporated and existing under the laws of the United States of America and
having its head office at 55 Wall Street, in the Borough of Manhattan, City,
County and State of New York and said First National City Bank has succeeded
to First National City Trust Company, as Trustee under the Indenture and is
hereinabove denominated as Trustee; and
WHEREAS, First National City Bank changed its name to Citibank,
N.A., effective March 1, 1976; and
WHEREAS, the Original Indenture was recorded in the following
places in the State of Maine: in Aroostook County Registry of Deeds, Book
444, Page 130; in Hancock County Registry of Deeds, in Book 654, Page 79; in
Penobscot County Registry of Deeds, in Book 1117, Page 3, in Piscataquis
County Registry of Deeds, in Book 257, Page 241, in Washington County
Registry of Deeds, in Book 418, Page 102; in Cumberland County Registry of
Deeds, in Book 3957, Page 1; in Waldo County Registry of Deeds, in Book 786,
Page 119; in the City Clerk's Office for the City of Bangor, in Book 19, Page
304; and in the Rockingham County Registry of Deeds in the State of New
Hampshire, in Book 2351, Page 203; and
WHEREAS, pursuant to the provisions of the Indenture, the Company
duly issued the following First Mortgage Bonds: 3 % Series due 1966 in the
aggregate principal amount of $7,108,000, none of which is now outstanding,
3% Series due 1966 in the aggregate principal amount of $500,000, none of
which is now outstanding; 3% Series due 1975 in the aggregate principal
amount of $5,000,000, none of which is now outstanding; 3% Series due 1977 in
the aggregate principal amount of $2,500,000, none of which is now
outstanding; 2 % Series due 1980 in the aggregate principal amount of
$2,000,000, none of which is now outstanding; 3.25% Series due 1982 in the
aggregate principal amount of $1,000,000, none of which is now outstanding:
3-1/8% Series due 1984 in the aggregate principal amount of $1,000,000, none
of which is now outstanding; 3.25% Series due 1985 in the aggregate principal
amount of $1,500,000, none of which is now outstanding; 4% Series due 1988 in
the aggregate principal amount of $2,500,000, none of which is now
outstanding; 4% Series due 1993 in the aggregate principal amount of
$3,500,000, none of which is now outstanding; 6 % Series due 1998 in the
aggregate principal amount of $2,500,000, all of which are now outstanding;
8.25% Series due 1999 in the aggregate principal amount of $3,500,000, [none]
of which are now outstanding; 10.5% Series due 2000 in the aggregate principal
amount of $5,000,000, none of which is now outstanding; 9.25% Series due 2001
in the aggregate principal amount of $3,000,000, none of which are now
outstanding; 8.60% Series due 2003 in the aggregate principal amount of
$2,500,000, none of which are now outstanding; 10.25% Series due 2004 in the
aggregate principal amount of $7,000,000, none of which is now outstanding;
15.25% Series due 1996 in the aggregate principal amount of $5,000,000, none
of which is now outstanding; 16.50% Series due 1996 in the aggregate
principal amount of $15,000,000, none of which is now outstanding; 12.50%
Series due 1998 in the aggregate principal amount of $19,500,000, none of
which are now outstanding; 17.35% Series due 1994 in the aggregate principal
amount of $11,000,000, none of which are now outstanding; 10.25% Series due
2019 in the aggregate principal amount of $15,000,000, all of which are now
outstanding; 10.25% Series due 2020 in the aggregate principal amount of
$30,000,000, all of which are now outstanding; 8.98% Series due 2022 in the
aggregate principal amount of $20,000,000, all of which are now outstanding;
7.38% Series due 2002 in the aggregate principal amount of $20,000,000, all
of which are now outstanding; 12.25% Series due 2001 in the aggregate
principal amount of $14,316,422, $9,773,040 of which are now outstanding; and
7.30% Series due 2003 in the aggregate principal amount of $15,000,000, all
of which are now outstanding; and
WHEREAS, the Company has determined to create and issue, in the
aggregate principal amount of $115,000,000, another series of Bonds under the
Indenture to be designated "Collateral Series due 2000"; and in order to
establish the terms, provisions and conditions of the Bonds of said series,
the Company has determined to execute this Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been
performed and fulfilled and the execution and delivery hereof have in all
respects been duly authorized and all things necessary to make the Bonds of
the Collateral Series due 2000, when authenticated by the Trustee and issued
as in the Indenture and in this Supplemental Indenture provided, the valid,
binding and legal obligations of the Company entitled in all respects to the
security of the Indenture, have been done and performed; and
WHEREAS, the Company and the Trustee deem it desirable to enter
into this Supplemental Indenture;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, that in
consideration of the premises and of the sum of One Dollar in lawful money of
the United States of America to the Company duly paid by the Trustee at or
before the execution and delivery of this Supplemental Indenture, the receipt
whereof is hereby acknowledged, the Company hereby covenants and agrees with
the Trustee and its successors in the Trust under the Indenture, as hereby
supplemented by this Supplemental Indenture, for the benefit of those who
shall hold the First Mortgage Bonds, and interest coupons, including the
First Mortgage Bonds, Collateral Series due 2000, or any of them, issued or
to be issued under the Indenture or any Indenture supplemental thereto,
including this Supplemental Indenture, as follows:
Section i. Section 3 of the Original Indenture is hereby
amended by adding the following sentence at the
end of said Section:
"Notwithstanding the foregoing, the First Mortgage Bonds,
Collateral Series due 2000 may be issued as Registered Bonds in the
denomination of $1,000 and multiples of $1,000."
Section ii. Section 11 of the Original Indenture is
hereby further amended by deleting the last
sentence at the end of the first paragraph of
such Section 11, and substituting in its stead:
"Notwithstanding the foregoing, the First Mortgage Bonds, 10.5%
Series due 2000 shall bear interest from November 25, 1975; the First
Mortgage Bonds, 10.25% Series due 2004 shall bear interest from the date
of issuance thereof; the First Mortgage Bonds, 15.25% Series due 1996
shall bear interest from the date of issuance thereof; the First
Mortgage Bonds, 16.50% Series due 1996 shall be dated as of, and shall
bear interest from, July 30, 1981; the First Mortgage Bonds, 12.50%
Series due 1998 shall bear interest from the date of issuance thereof;
the First Mortgage Bonds, 17.35% Series due 1994 shall be dated as of
and shall bear interest from, the date of issuance thereof; the First
Mortgage Bonds, 10.25% Series due 2019 shall be dated and shall bear
interest from, the date of issuance thereof; the First Mortgage Bonds,
10.25% Series due 2020 shall be dated and shall bear interest from, the
date of issuance thereof; the First Mortgage Bonds, 8.98% Series due
2022 shall be dated and shall bear interest from, the date of issuance
thereof; the First Mortgage Bonds, 7.38% Series due 2002 shall be dated
and shall bear interest from, the date of issuance thereof; the First
Mortgage Bonds, 7.30% Series due 2003 shall be dated and shall bear
interest from the date of issuance thereof; and the First Mortgage
Bonds, Collateral Series due 2000 shall be dated the date of issuance
thereof and shall bear interest at a rate of 0%."
Section iii. Section 11 of the Original Indenture is
hereby further amended by adding the following
sentence at the end of the second paragraph:
"Notwithstanding the foregoing, upon the issuance of the First
Mortgage Bonds, Collateral Series due 2000, there shall not be reserved
unissued a Coupon Bond or Bonds of the same series."
Section 4. Pursuant to paragraph (b) of Section 93 of the
Indenture, the Indenture is hereby amended as follows, such amendments to
remain in effect for so long as any Bonds of the Collateral Series due 2000
(as defined in Section 5 hereof) are outstanding:
(a) Section 66 of the Indenture is hereby amended by adding the
following after the word "expressed" in paragraph (a) thereof:
", upon a required redemption"
(b) Section 66 of the Indenture is hereby further amended by adding
the following after the word "notwithstanding" in the language
immediately following paragraph (e) thereof:
"(provided that if any default described in paragraph (d)
or (e) occurs and is continuing, all of the Bonds then
outstanding and the interest accrued thereon, if any, shall
immediately become due and payable without declaration,
presentment, demand or notice of any kind by the Trustee or
any holder of Bonds)"
Section 5. (i) The Company hereby creates a new series of
Bonds to be issued under and secured by the Indenture, as hereby
supplemented, in the aggregate principal amount of $115,000,000, to be
designated as "FIRST MORTGAGE BONDS, COLLATERAL SERIES DUE 2000" (referred
to herein as "BONDS OF THE COLLATERAL SERIES DUE 2000"). The Bonds of said
series shall be payable as to principal on June 30, 2000, and shall not bear
interest. The principal thereof shall be payable in any coin or currency of
the United States of America which at the time of payment shall be legal
tender for public and private debts and shall be payable at the corporate
trust office of the Trustee in the Borough of Manhattan, City and State
of New York.
(ii) Definitive Bonds of the Collateral Series due 2000
shall be issued only as fully Registered Bonds without coupons. The
definitive Registered Bonds without coupons shall be issuable in
denominations of $1,000, and any integral multiple of $1,000 approved by
the Company, such approval to be evidenced by the execution thereof. The
several authorized denominations of Registered Bonds without coupons of said
series shall be interchangeable in like aggregate principal amounts.
(iii) The Bonds of the Collateral Series due 2000 are
initially issued to the Administrative Agent (as defined below) pursuant to
the terms of that certain Bond Pledge and Security Agreement, dated as of
June 30, 1995, between the Company and the Administrative Agent (the "Pledge
Agreement"), to secure the obligations of the Company (described in the
Pledge Agreement) under a Credit Agreement, dated as of June 30, 1995, among
the Company, the Banks named therein, the Co-Agents named therein and
Chemical Bank, as administrative agent (in such capacity, together with any
successor, the "Administrative Agent") (as amended from time to time, the
"Credit Agreement"). To the extent that scheduled installment payments are
made in respect of the term loans under the Credit Agreement, such payments
shall constitute a credit against the payment obligations of the Company
with respect to the Bonds of the Collateral Series due 2000 held by the
Administrative Agent under the Pledge Agreement (the "Administrative Agent")
or its transferees, provided that the making of any such payment shall not
constitute a credit (i) in respect of Bonds of the Collateral Series due 2000
registered in the name of the Administrative Agent while any Default or Event
of Default (as defined in the Credit Agreement) has occurred and is
continuing under the Credit Agreement after giving effect to such payment, or
(ii) to the extent a principal amount of Bonds of the Collateral Series due
2000 equal to the amount of any such payment is assigned by the Administrative
Agent to the G&R Trustee (as defined below) as required by the Pledge
Agreement.
If any of the Bonds of the Collateral Series due 2000 are assigned
by the Administrative Agent to the trustee (the "G&R Trustee") under the
General and Refunding Mortgage Indenture and Deed of Trust, dated as of June
1, 1995 between the Company and Chemical Bank, as trustee (the "General and
Refunding Mortgage"), as contemplated by the Pledge Agreement, no payments
shall be required to be made in respect of the Bonds of the Collateral Series
due 2000 so assigned unless and until (i) all Bonds of the Collateral Series
due 2000 become or are declared to be due and payable pursuant to Section 66
of the Indenture, or (ii) demand for redemption of such Bonds is made by the
G&R Trustee as provided in subsection (d) below.
The Trustee may at any and all times conclusively assume that the
obligations of the Company to make payments with respect to the Bonds of the
Collateral Series due 2000, so far as such payments shall at the time have
become due, have been fully satisfied and discharged unless and until (i) all
Bonds of the Collateral Series due 2000 become or are declared to be due and
payable pursuant to Section 66 of the Indenture, (ii) the Trustee shall have
received a written notice from the Administrative Agent signed by one of its
officers stating that the indebtedness of the Company has become, or has been
declared to be, due and payable pursuant to the Credit Agreement and
demanding redemption of such Bonds as provided in subsection (d) of this
Section, or (iii) the Trustee shall have received the notice described in
such subsection (d) from the G&R Trustee in the event any Bonds of the
Collateral Series due 2000 are assigned to the G&R Trustee (and the Trustee
has received written notice thereof).
(iv) The Bonds of the Collateral Series due 2000 are not redeemable at
the option of the Company at any time prior to maturity and are not redeemable
by the operation of the General Reserve Fund provisions of the Indenture or by
the use of proceeds of released Property.So long as the Bonds of the Collateral
Series due 2000 are registered in the name of the Administrative Agent, such
Bonds shall immediately be redeemed by the Company in whole, by payment of 100%
of the outstanding principal amount thereof, on the date of receipt by the
Trustee and the Company of a written notice (the "Acceleration Notice") from
the Administrative Agent stating that the indebtedness of the Company has
become, or has been declared to be, due and payable pursuant to the Credit
Agreement. Each of the Administrative Agent and the Trustee hereby waives any
other right to receive notices of redemption pursuant to Article Eighth of
Indenture. If any Bonds of the Collateral Series due 2000 are assigned by the
Administrative Agent to the G&R Trustee (and written notice thereof is received
by the Trustee), as contemplated by the Pledge Agreement, such Bonds as are so
assigned shall be subject to redemption by the Company at the option of the G&R
Trustee as the holder thereof, by payment of 100% of the principal amount
thereof, on the date of receipt by the Trustee of a written notice from the G&R
Trustee stating that the indebtedness of the Company under the General and
Refunding Mortgage has become, or has been declared to be, due and payable.
So long as the Administrative Agent is the registered holder of any Bonds of
the Collateral Series due 2000, receipt by the Trustee of any such notice
and demand for redemption from the G&R Trustee shall be deemed also to
constitute an Acceleration Notice with respect to any such Bonds held by the
Administrative Agent.
The Bonds of the Collateral Series due 2000 and the Trustee's
certificate to be endorsed on such Bonds, shall be substantially in the
following form:
(FORM OF BOND)
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.
No. R- $__________
BANGOR HYDRO-ELECTRIC COMPANY
FIRST MORTGAGE BOND
Collateral Series Due 2000
Due June 30, 2000
BANGOR HYDRO-ELECTRIC COMPANY, a corporation organized and existing
under the laws of the State of Maine (hereinafter called the "COMPANY"), for
value received, hereby promises to pay to
______________________________________________
or registered assigns, the principal sum of
__________________________________ DOLLARS ($_________)
on June 30, 2000 upon presentation and surrender hereof to the Trustee. This
bond shall not bear interest.
The principal of this Bond is payable in any coin or currency of
the United States of America which at the time of payment shall be legal
tender for public and private debts, at the corporate trust office of the
Trustee hereinafter named, in the Borough of Manhattan, City and State of New
York.
This Bond is one of a duly authorized issue of First Mortgage Bonds
of the Company, issuable in series and in fully registered form without
interest coupons, and is one of a series designated as "COLLATERAL SERIES DUE
2000", all of which Bonds of whatever series are issued and to be issued
under and, irrespective of the time of issue, are equally secured by a
certain Mortgage and Deed of Trust dated as of July 1, 1936, executed by the
Company to City Bank Farmers Trust Company (of which Citibank, N.A., a
national banking association, is the successor), as Trustee, and all
indentures amendatory thereto and supplemental thereto (all collectively
herein called the "INDENTURE"), to which reference is hereby made for a
description of the properties mortgaged, the nature and extent of the
security, the rights of the holders of the Bonds with respect to such
security and the terms and conditions upon which the Bonds are secured.
In the manner provided in the Indenture, the rights and obligations
of the Company and of the holders of the Bonds may be changed and modified at
any time upon the consent and approval of the holders of 66-2/3% in aggregate
principal amount of the Bonds then outstanding affected by such change or
modification; PROVIDED, HOWEVER, that no such change or modification shall
(a) alter or impair the obligation of the Company to pay the principal of and
interest, if any, on any Bond at the time and place and at the rate and in
the currency provided therein, without the consent of the holder of such
Bond, or (b) permit the creation by the Company of any mortgage, or lien in
the nature of a mortgage, or security interest ranking prior to or PARI PASSU
with the lien of and security interest created by the Indenture, except as in
the Indenture otherwise provided, or (c) permit the reduction of the
percentage of outstanding Bonds affected required for any such change or
modification.
Bonds of this Series are not redeemable at the option of the
Company at any time prior to Maturity and are not redeemable by the operation
of the General Reserve Fund provisions of the Indenture or by the use of
proceeds of released Property. The Bonds of this Series are subject to
mandatory redemption as provided in the supplemental indenture, dated as of
June 29, 1995, establishing such Series.
In case a default, as defined in the Indenture, shall occur, the
principal of all of the Bonds of each and every series issued and outstanding
thereunder may be declared or may become due and payable before maturity in
the manner and with the effect provided in the Indenture.
Subject to compliance with applicable securities laws, this Bond is
transferable by the registered owner in person or by a duly authorized
attorney at the corporate trust office of the Trustee in the Borough of
Manhattan, City and State of New York, upon the surrender and cancellation of
this Bond, and thereupon a registered Bond of this series will be issued to
the transferee in exchange therefor, as provided in the Indenture, and on
payment, if the Company shall so require, of the charge therein provided for.
Bonds of the Collateral Series due 2000 are issuable in the
denominations of $1,000 and any integral multiple of $1,000 approved by the
Company, such approval to be evidenced by the execution thereof. In the
manner prescribed in the Indenture, any registered Bond of such series may be
exchanged for a like aggregate principal amount of registered Bonds of such
series of other authorized denominations.
No recourse shall be had for the payment of any part of the
principal of this Bond, or for any claim based hereon, or for the
consequences of any default in the payment hereof, or otherwise in any manner
in respect hereof or in respect of the Indenture or of the indebtedness
represented hereby, to or against any incorporator, stockholder, officer or
director, past, present or future, of the Company or of any predecessor or
successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any statute or
constitutional provision or rule of law, or by the enforcement of any
assessment or penalty or otherwise, or in any manner; all such liability, by
the acceptance hereof, and as part of the consideration for the issue hereof,
being expressly released, as provided in the Indenture.
This Bond shall not be obligatory or valid for any purpose until
authenticated by the execution by the Trustee of the certificate endorsed
hereon.
IN WITNESS WHEREOF, the Company has caused this Bond to be signed
by its President or one of its Vice Presidents and impressed or imprinted
with its corporate seal or a facsimile thereof, attested by its Treasurer or
an Assistant Treasurer, as of June __, 1995.
BANGOR HYDRO-ELECTRIC COMPANY
By_______________________________
Its President
[SEAL]
ATTEST:
By________________________
Its Treasurer
(FORM OF TRUSTEE'S CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
This is one of the Bonds of the series designated therein,
described in the within-mentioned Mortgage and Deed of Trust.
CITIBANK, N.A., as Trustee,
By______________________________
Its Authorized Officer
Section 6. The Trustee accepts the trusts created by this
Supplemental Indenture upon the terms and conditions hereof and of the
Indenture. All covenants and provisions of the Indenture shall continue in
full force and effect, as this Supplemental Indenture shall form part of the
Indenture. Except as herein otherwise expressly provided, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Supplemental Indenture, other than
as set forth in the Indenture. The Trustee shall not be responsible for the
recitals herein or in the Bonds, all of which are made by the Company solely.
Section 7. This Supplemental Indenture may be executed in any
number of counterparts, each of which, if so executed, shall be deemed to be
an original; and all such counterparts shall together constitute but one and
the same instrument
IN WITNESS WHEREOF, Bangor Hydro-Electric Company 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
attested by its Clerk; and Citibank, N.A., as Trustee as aforesaid, has
caused this Supplemental Indenture to be executed on its behalf by one of its
Vice Presidents and its corporate seal to be hereto affixed and attested by
an Assistant Vice President, all as of the day and year first above written.
BANGOR HYDRO-ELECTRIC COMPANY
WITNESS /s/ Jeffrey M. Maddox By /s/ Robert S. Briggs
------------------------ ------------------------
Its President
ATTEST /s/ Frederick S. Samp
------------------------
Its Clerk
CITIBANK, N.A., as Trustee
as aforesaid,
WITNESS /s/ Reynaldo Duma By /s/ R.T. Kirchner
--------------------- ---------------------
Its Vice President
ATTEST /s/ Carol Ng
----------------------
Assistant Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On June 28, 1995 before me personally appeared the above-named R.T.
Kirchner, a Vice President, and Carol Ng, an Assistant Vice President, of
Citibank, N.A., the national banking institution that executed the within and
foregoing instrument as Trustee, and severally acknowledged said instrument
to be their free act and deed in their said capacities and the free act and
deed of the said national banking institution, as such Trustee.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on the day
and year first above mentioned.
/s/ Peter M. Pavlyshin
-------------------------
Notary Public
#41-4991297
My Commission expires January 27, 1996
[NOTARIAL SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On June 28, 1995 before me personally appeared the above-named
ROBERT S. BRIGGS, a PRESIDENT, and FREDERICK S. SAMP, a CLERK, of Bangor
Hydro-Electric Company, the corporation that executed the within and
foregoing instrument, and severally acknowledged said instrument to be their
free act and deed in their said capacities and the free act and deed of the
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on
the day and year first above mentioned.
/s/ Matthew H. Frances
-------------------------
Notary Public
31-5032254
My Commission expires August 22, 1996
[NOTARIAL SEAL]