EXHIBIT 10(b)
TO FORM 10-Q,
1ST QUARTER 1998
THIS AGREEMENT made this 30th day of October, 1997, by and between
Bangor Hydro-Electric Company ("Bangor Hydro") and Bangor Energy Resale, Inc.
("Bangor Energy") (individually, "Party" or collectively, "the Parties"):
WHEREAS, by an agreement between Bangor Hydro and UNITIL Power
Corporation ("UNITIL") entered into on March 26, 1986, as subsequently
amended, on file with the Federal Energy Regulatory Commission ("Commission"
or "FERC") as FERC Rate Schedule No. 46 (the "UNITIL Contract"), attached
hereto as Exhibit A, Bangor Hydro agreed to sell and provide, and UNITIL
agreed to purchase and take, certain amounts of electric energy and capacity;
WHEREAS, Bangor Hydro and Bangor Energy have entered into a financing
arrangement with BankBoston, N.A. ("BankBoston") whereby BankBoston has
agreed to lend certain sums of money to Bangor Energy in return for a
perfected first security interest in the UNITIL Contract and all related
rights;
WHEREAS, in order to provide BankBoston with this security interest,
Bangor Hydro has agreed to transfer and assign, and Bangor Energy has agreed
to accept and assume, all of Bangor Hydro's rights, obligations and
liabilities under the UNITIL Contract; and
WHEREAS, the Parties desire that Bangor Energy continue to provide the
sale of energy and capacity to UNITIL under the same rates, terms and
conditions of service as Bangor Hydro has provided such service to UNITIL,
for a term commencing on the date of the transfer of the UNITIL Contract from
Bangor Hydro to Bangor Energy and terminating on the termination date set
forth in the UNITIL Contract;
In consideration of the mutual agreements and covenants herein
contained, Bangor Hydro and Bangor Energy agree as follows:
I. GENERAL PURPOSE
The purpose of this Agreement is to provide for the sale of capacity and
energy, and, if necessary, associated transmission and ancillary services, by
Bangor Hydro to Bangor Energy for resale by Bangor Energy to UNITIL.
II. DEFINITIONS
(a) Bangor Energy - Bangor Energy Resale, Inc.
(b) Bangor Hydro - Bangor Hydro-Electric Company
(c) Commission - the Federal Energy Regulatory Commission, or any
successor thereof
(d) FERC - the Federal Energy Regulatory Commission, or any successor
thereof
(e) NEPEX - the New England Power Exchange, or any successor thereto
(f) NEPOOL - the New England Power Pool, or any successor thereto
(g) NEPOOL Transmission Tariff - NEPOOL's open access transmission
tariff on file with the Commission, or any successor tariff
(h) Restated NEPOOL Agreement - the governance document for NEPOOL, or
any successor agreement thereto
(i) Transmission Tariff - Bangor Hydro's open access transmission
tariff on file with the Commission, or any successor tariff
(j) UNITIL - UNITIL Power Corporation
(k) UNITIL Contract - the agreement between Bangor Hydro and
UNITIL for the sale by Bangor Hydro to UNITIL of energy and
capacity entered into on March 26, 1986 and subsequently amended,
on file with the Commission as FERC Rate Schedule No. 46, attached
hereto as Exhibit A
III. TERMS OF AGREEMENT
This Agreement shall be effective as the date of the transfer of the
UNITIL Contract from Bangor Hydro to Bangor Energy and shall terminate on the
termination date set forth in the UNITIL Contract.
IV. AMENDMENTS
Bangor Hydro shall have the right at any time to unilaterally amend any
provision of this Agreement by furnishing in writing an appropriate statement
of such amendment to Bangor Energy and by filing the same with the Commission
pursuant to the provisions of section 205 of the Federal Power Act or any
superceding legislation.
V. DELIVERY
A. Bangor Hydro shall sell and deliver, and Bangor Energy shall take
and purchase, the amount of energy and capacity necessary for
Bangor Energy to sell and deliver to UNITIL the energy and capacity
to which UNITIL is entitled and obliged to take and purchase under
the terms of the UNITIL Contract, attached hereto as Exhibit A.
The delivery of such energy and capacity, including rights of
dispatch or curtailment, shall be in accordance with the terms of
the UNITIL Contract.
B. It is understood that NEPEX may dispatch some or all of the units
which are to provide the energy sold pursuant to this Agreement and
that provision of energy, capacity and any related transmission or
ancillary services under this Agreement is subject to the
provisions of the Restated NEPOOL Agreement, NEPOOL Transmission
Tariff, and Bangor Hydro's Transmission Tariff, as each may be
amended from time to time.
VI. CHARGES AND PAYMENT
A. Charges and Payment for Sale of Energy and Capacity
For the service being provided, Bangor Energy shall pay Bangor
Hydro (1) the monies received from BankBoston associated with the
UNITIL Contract, less any amounts retained by Bangor Energy as
working capital, or to provide a operating reserve or debt reserve,
including the amounts necessary to comply with any applicable loan
covenants; and (2) the differential between Bangor Energy's
payments to BankBoston associated with the UNITIL Contract and the
monies received by Bangor Energy under the UNITIL Contract (less
any Bangor Energy expenses). Bangor Energy shall pay these
amounts immediately after receipt.
B. TRANSMISSION AND ANCILLARY CHARGES
To the extent that Bangor Hydro is required to provide transmission
across its system in order to perform its obligations under this
Agreement, Bangor Hydro shall request and pay or account for all
transmission and ancillary services pursuant to Bangor Hydro's
Transmission Tariff. Bangor Hydro shall separately identify any
such transmission and ancilliary service charges to Bangor Energy.
The transmission and ancillary service charges are set forth in
Exhibit B.
VII. POINT OF DELIVERY
The electricity in the form of three-phase, 60-hertz alternating current
shall be delivered to Bangor Energy, at Bangor Energy's option, at Bangor
Hydro's interconnection with Central Maine Power Company or at Bangor Hydro's
interconnection with the Maine Electric Power Company ("Point of Delivery" or
"Delivery Point") or at some other mutually agreed upon point of delivery.
VIII. FORCE MAJEURE
Bangor Hydro and Bangor Energy shall use due diligence to perform their
obligations under this Agreement but conditions may arise which prevent or
delay performance by a Party because of causes beyond that Party's reasonable
control, including, but without limiting the generality of the foregoing,
flood, earthquake, fire, explosion, epidemic, war, riot, civil disturbance,
labor trouble, strike, sabotage, and restraints by court or public authority
which by exercise of due diligence and foresight a Party could not be
expected to avoid. If a Party is rendered unable to fulfill any obligations
by reason of such causes, it shall be excused from performing to the extent
it is prevented or delayed from so doing, but shall exercise due diligence to
correct such inability with all reasonable dispatch, and shall not be liable
for injury, damage, or loss resulting from such inability. However,
settlement of strikes and labor disturbances shall be wholly within the
discretion of the affected Party.
IX. ASSIGNABILITY
This Agreement shall inure to the benefit of, and shall bind, the
successors of the Parties thereto but shall not be assignable without the
consent of the Parties.
X. EFFECT OF FEDERAL AND STATE LAWS
The obligations of each of the Parties hereunder are subject to any
present and future Federal and State laws, regulations, orders or other
regulations duly promulgated.
XI. APPLICABLE LAW
THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF MAINE.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
signed and sealed, all as of the date and year first written above.
BANGOR HYDRO-ELECTRIC COMPANY
By: __________________________________
Title: _______________________________
BANGOR ENERGY RESALE, INC.
By: __________________________________
Title: _______________________________