EXHIBIT 4(d)
BANGOR HYDRO-ELECTRIC COMPANY
To
CITIBANK, N.A.,
As Trustee
_____________________________
SUPPLEMENTAL INDENTURE
Dated as of June 29, 1998
______________________________
Re: $115,000,000 First Mortgage Bonds
Collateral Series due 2001
Supplemental to Mortgage and Deed of Trust
Dated as of July 1, 1936,
and Amendatory to Supplemental Indenture
Dated as of June 29, 1995
SUPPLEMENTAL INDENTURE, dated as of June 29, 1998, 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: 3.75% 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; 2.75% 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 % 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; 6.75% Series due 1998 in the
aggregate principal amount of $2,500,000, none 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, $4,508,704 of which are now outstanding;
7.30% Series due 2003 in the aggregate principal amount of $15,000,000, all
of which are now outstanding; and Collateral Series due 2000 in the aggregate
principal amount of $115,000,000 (the "2000 Series Bonds"), all of which are
now outstanding; and
WHEREAS, in accordance with Section 94 of the Indenture, the Company has
received the consent of each holder of 2000 Series Bonds to amend and modify
such Bonds as hereinafter set forth, such Bonds, as so amended and modified,
to be designated "Collateral Series due 2001"; and
WHEREAS, in order to confirm the terms, provisions and conditions of the
Bonds of the Collateral Series due 2001, the Company has determined to
execute this Supplemental Indenture, which shall amend and restate in full
the referenced provisions of that certain Supplemental Indenture, dated as of
June 29, 1995, pursuant to which the 2000 Series Bonds were issued (the
"Prior 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 2001, when authenticated by the Trustee, 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 2001, or any of them, that
Sections 1 through 5, inclusive, of the Prior Supplemental Indenture is
hereby amended and restated in full as follows:
"Section 1. 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 2001 shall be Registered
Bonds in the denomination of $1,000 and multiples of
$1,000.
Section 2. 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 2001 shall be dated the date of
issuance thereof and shall bear interest at a rate of 0%.
Section 3. 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, there shall not be reserved
unissued any Coupon Bond or Bonds of the First Mortgage Bonds,
Collateral Series due 2001.
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 2001 (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. (a) The Company hereby creates a 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 2001" (referred to herein as "BONDS OF
THE COLLATERAL SERIES DUE 2001"). The Bonds of said series shall be payable
as to principal on June 30, 2001, 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.
(b) Definitive Bonds of the Collateral Series due 2001 shall be
issued as of the date of this Supplemental Indenture, as amended and 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.
(c) Bonds of the Collateral Series due 2001 in a principal amount
of $82,500,000 are initially delivered to BankBoston, N.A., as administrative
agent (the "Administrative Agent") pursuant to the terms of that certain
Amended and Restated Bond Pledge and Security Agreement, dated as of June 29,
1998, between the Company and the Administrative Agent (the "Pledge
Agreement"), to secure the obligations of the Company (described in the
Pledge Agreement) under an Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of June 29, 1998, among the Company, the Banks named
therein, and BankBoston, N.A., as administrative agent and Fleet National
Bank, as documentation 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 ("Term Loans ), such
payments shall constitute a credit against the payment obligations of the
Company with respect to the Bonds of the Collateral Series due 2001 held by
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 2001 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 2001 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.
Bonds of the Collateral Series due 2001 in a principal amount of
$30,000,000 are initially delivered 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 The Chase Manhattan Bank (formerly known
as Chemical Bank), as trustee (the "General and Refunding Mortgage"). No
payments shall be required to be made in respect of such Bonds of the
Collateral Series due 2001, or in respect of any additional Bonds of the
Collateral Series due 2001 which are assigned by the Administrative Agent to
the G&R Trustee as required by the Pledge Agreement, unless and until (i) all
Bonds of the Collateral Series due 2001 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 2001, 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 2001 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 the Bonds of the Collateral Series due 2001 held by
the Administrative Agent 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 respect of Bonds of the Collateral Series due
2001 held by the G&R Trustee.
(d) The Bonds of the Collateral Series due 2001 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. Bonds of the Collateral Series due 2001 that are registered in
the name of the Administrative Agent 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. Bonds of the Collateral
Series due 2001 that are registered in the name of the G&R Trustee 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 2001, 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.
(e) If, while any bonds of the Collateral Series due 2001 are
outstanding, the Company effects the release, pursuant to Section 59 of the
Indenture, of any part of the mortgaged properties sold by the Company in a
Generating Asset Transaction (as defined in the Credit Agreement), the
Company covenants that it will forthwith direct the Trustee, pursuant to
Section 60 of the Indenture, to apply the net proceeds of such release to the
purchase, at a price equal to the principal amount thereof, of Bonds of the
Collateral Series due 2001 registered in the name of the Administrative
Agent, as authorized by paragraph (c) of Subdivision I of Section 49 of the
Indenture; provided, that the principal amount of Bonds of the Collateral
Series due 2001 so purchased shall not, without the consent of the
Administrative Agent, exceed the principal amount of Term Loans then
outstanding. Bonds of the Collateral Series due 2001 shall not be otherwise
subject to redemption or retirement with the proceeds of released Property.
(f) The Bonds of the Collateral Series due 2001 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- $__________
BANGOR HYDRO-ELECTRIC COMPANY
FIRST MORTGAGE BOND
Collateral Series due 2001
Due June 30, 2001
BANGOR HYDRO-ELECTRIC COMPANY, a corporation organized and existing
under the laws of the State of Maine (hereinafter called the "COMPANY"), for
value received, hereby promises to pay to
______________________________________________
or registered assigns, the principal sum of
__________________________________ DOLLARS ($_________)
on June 30, 2001 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 2001",
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. The Bonds of this Series
are subject to mandatory redemption as provided in the supplemental
indenture, dated as of June 29, 1995, as amended 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 2001 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 , 1998.
BANGOR HYDRO-ELECTRIC COMPANY
By__________________
Its Vice 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.
Dated:
CITIBANK, N.A., as Trustee,
By______________________________
Its Authorized Signatory
Section 6. Upon receipt of evidence satisfactory to the Trustee that
the registered holders of the bonds of the Collateral Series due 2000 have
consented to the amendment and modification of such Bonds as set forth in the
foregoing sections, the Trustee shall execute this Supplemental Indenture and
shall, upon written order of the Company and surrender for cancellation of
certificates representing the bonds of the Collateral Series due 2000,
authenticate and deliver new certificates representing the Bonds of the
Collateral Series due 2001, in the form set forth in Section 5, to the above-
mentioned registered holders.
Section 7. 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 8. 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 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
and its corporate seal to be hereto affixed and
attested by an , all as of the day and year first above
written.
BANGOR HYDRO-ELECTRIC COMPANY
By __________________________
Its Vice President Finance &
Law, and Treasurer
WITNESS __________________
ATTEST ___________________
Its Clerk
CITIBANK, N.A., as Trustee as aforesaid,
By __________________________
WITNESS __________________
ATTEST ___________________
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On June , 1998 before me personally appeared the above-named
, a Vice President, and
, 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.
_____________________________________
Notary Public
My Commission expires .
[NOTARIAL SEAL]
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF )
On June , 1998 before me personally
appeared the above-named , a VICE
PRESIDENT, and ANDREW LANDRY, 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.
______________________________
Notary Public
My Commission expires .
[NOTARIAL SEAL]