### DECLARATION OFENVIRONMENTAL COVENANT

This ENVIRONMENTAL COVENANT is hereby declared and granted as

### ofthis~ day of

### IY1Q~ 

# ,2012, by the CENTRAL MAINE POWER COMPANY, a corporation org zed and existing under the laws ofthe State ofMaine

. and having its principal place ofbusiness at 83 Edison Drive, Augusta, Kennebec County, State ofMaine ("Grantor"), to the MAINE DEPARTMENT OF ENVIRONMENTAL PROTECTION ("DEP" or "Holder") onproperty located in Corinna, Penobscot County, Maine, as more fully described below. WHEREAS, Grantor is the owner in fee simple ofa certainproperty located in Corinna, Penobscot County, Maine, and described in a indenture dated May 2, 1956 and recorded inthe Penobscot County Registry ofDeeds inBook 1532, Page 228, and being generally depicted in Exhibit A attached hereto and incorporated herein by reference, and generally depicted as Central Maine Power Company land inthe Town ofCorinna tax records as Lot 4 on Tax Map 20, ("Property"); WHEREAS, the Property is part bythe former Eastland Woolen Mill properties, contaminatedportions ofwhich are nowknown as the Eastland Woolen Mill Superfund Site ("Site"), which the U.S. Environmental Protection Agency ("EPA") placed on the National Priorities List pursuant to Section 105 ofthe Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. § 9605, and set forth at 40 C.F.R. Part 300, Appendix B, and bypublication inthe Federal Register onJuly 22, 1999 (64 Fed. Reg. 39878); WHEREAS, the Site is also identified as a portion ofthe Corinna Main Street and Eastland Woolen Mill Uncontrolled Hazardous Substance Site designated by DEP on February 25, 1991 pursuant to 38 M.R.S.A. §§ 1364 and 1365; WHEREAS, pursuant to an ActionMemorandum dated July 1999 and amended June 2000, September 2000, May 2001 and June 2004 (the "ActionMemorandum"), a non-timecritical removal action ("removal") was initiated by EPA to, inter alia, remove hazardous substances in contaminated soils in an area known as "downtown Corinna" that were acting as a source ofgroundwater, surface water and sediment contamination; WHEREAS, in a Record ofDecision dated September 19, 2002 and amended September 28,2006 (the "ROD"), the EPA, with the concurrence ofthe DEP, selected a remedial action for the first operable unit at the Site ("remedial action," whichtogether withthe removal shall be hereinafter referred to as the "Environmental Response Project"), whichprovides, in part, for the following actions:

Central Maine Power Company, Substation, Corinna, Maine Declaration ofEnvironmental Covenant Page 1 of9a. In-situ treatment ofthe contaminated overburden and bedrock groundwater and remaining areas ofcontaminated soil, including dense non-aqueous phase liquid ("DNAPL") belowthe water table. A short-term groundw<1;ter collection and treatment system will be operated as part ofthe in-situ treatment program; b. Connection ofcertainresidences to the water supply lines to preventtheir wells from becoming contaminated and to prevent expansion ofthe contamination in the groundwater;

c. Implementation, monitoring and maintenance ofinstitutional controls inthe form ofgroundwater use restrictions to prevent ingestion ofgroundwater and disturbance ofthe groundwater extraction and treatment system; d. Long-term monitoring ofgroundwater, surface water, biota, and sediments to evaluate the success ofthe remedial action; and

e. Implementation offive-year reviews to assess the protectiveness ofthe remedy until cleanup goals have been met. WHEREAS, the documents supporting the Environmental Response Project may be found inthe Administrative Record for the Site; WHEREAS, the parties hereto have agreed that it is appropriate and necessary, pursuant to the Maine Uniform Environmental Covenants Act ("UECA"), 38 M.R.S.A. §§ 3001 et seq., to (1) impose use restrictions on the Property as covenants that run with the land for the purposes of maintaining or enhancing the soil, air and water quality ofthe Property, protectinghumanhealth and the environment, and protecting the Environmental Response Project that has been and will be performed at the Site; and (2) grant a permanent right ofaccess to the Holder and to EPA over the Property for purposes ofimplementing, facilitating and monitoring the removal and remedial actions and for monitoring and enforcing the Environmental Covenant; WHEREAS, EPA has determined and approved the Environmental Response Project and is therefore an agency as thatterm is defined inthe UECA, and DEP also is an agency under the UECA;WHEREAS, EPA has the right ofan agency to enforce this Environmental Covenant pursuant to the UECA, but this right is not an interest in real property; WHEREAS, DEP is the only holder ofthis Environmental Covenant, as that term is defined inthe UECA, and DEP is entitled to exercise the rights ofa holder including enforcing this Environmental Covenant, pursuant to the UECA;

Central Maine Power Company, Substation, Corinna, Maine Declaration ofEnvironmental Covenant Page 2 of9WHEREAS, Grantor wishes to cooperate fully with the DEP and the EPA in the implementation and monitoring ofthe Environmental Response Project; and WHEREAS, Grantor intends to create and grant an Environmental Covenantpursuant to the UECA; NOW, THEREFORE, Grantor CENTRAL MAINE POWER COMPANY, for and in consideration ofthe facts above recited and the covenants herein contained, and intending to create and be legally bound by a perpetual covenant running with the land, subject to the terms hereof, hereby declares, covenants and agrees as follows: 1. Declaration ofCovenant. This instrument is an Environmental Covenant executed pursuantto the UECA. 2. Property. This Environmental Covenant concerns the Property as described herein. 3. Activity and Use Limitations. The following covenants, conditions, and restrictions, shall run withthe land, and shall be binding on the Grantor, its successors and assigns and the Property in perpetuity:

a. Groundwater underlying the Property shall notbe extracted, consumed, exposed or utilized in any way, except for the limitedpurpose ofextracting, treating and/or monitoring groundwater contamination levels in accordance with plans approved bythe Holder and the EPA. Groundwater supply wells shall not be installed or utilized on anypart ofthe Property, nor shall the hydrology ofsuch groundwater be altered in any way. b. No septic system shall be constructed or installed on the Property; any improvements on the Property shall be connected to municipal water delivery and sewer collection systems. 4. Agency and Holder. DEP is an environmental agency with enforcement authority pursuant to the UECA and is the only Holder ofthe Environmental Covenant granted in this Declaration. EPA is also an environmental agency with enforcement authority pursuant to the UECA. 5. Perpetuity ofCovenant. This Environmental Covenant and each and every covenant herein shall be a covenantrunning with the land inperpetuity and shall be binding on Grantor and its successors and assigns, including any transferee acquiring or owning any right, title, or interest inthe Property, and all those acting by and through or under any of them forever. The term "transferee," as used inthis paragraph, shall mean any future

Central Maine Power Company, Substation, Corinna, Maine Declaration ofEnvironmental Covenant Page 3 of9Bk :IL**28~~::l!7** pg 2!:5 =::1.5636

owner ofany interest in the Property or any portion thereof, including, but not limited to, owners ofan interest in fee simple, mortgagees, easementholders, lessees and lien holders. By the acceptance ofa deed ofconveyance ofall or any part ofthe Property or any interest therein, whether or not the deed shall so express, all successors, assigns, and transferees shall be deemed to have accepted the Property subjectto the restrictions contained herein and shall be deemed bound by, obligatedto comply with; and otherwise subject to the restrictions herein and this Environmental Covenant. 6. Representation ofOwnership and Encumbrances. By its executionhereof, Grantor hereby represents that it is the sole owner in fee ofthe Property and that there are no mortgages, easements or other encumbrances onthe Property that would materially adversely affect the effectiveness or enforceability ofthis Environmental Covenant. 7. Access. In addition to any rights alreadypossessed byDEP and EPA, this Environmental Covenant grants to DEP and EPA, including their authorized employees, agents, representatives and independent contractors and subcontractors, a right ofaccess to the Property, without cost and uponpresentation ofcredentials, for the purposes of implementing, facilitating and monitoring the removal and remedial actions and for monitoring and enforcing this Environmental Covenant. 8. Notice to Tenants and Others. The Grantor and all subsequent owners ofthe Property, during the period oftheir ownership ofthe Property, shall provide notice ofthis Environmental Covenant to any tenants or lessees thereofand to any other person conducting any activity on the Property that is prohibited by this Environmental Covenant, which notice shall be provided prior to such occupancy or activity. 9. Notice upon Conveyance. Each instrumenthereafter conveying any interest inthe Property or anyportion thereof, including but not limited to deeds, leases and mortgages, shall contain a notice that is in substantiallythe following form: NOTICE: THE INTEREST CONVEYED HEREBYIS SUBJECT TO A DECLARATION OF ENVIRONMENTAL COVENANT, RECORDED IN THE COUNTY REGISTRY OF DEEDS ON

____ ',2012, IN BOOK

__ ', PAGE_'_' IN FAVOR OF AND ENFORCEABLE BYTHE STATE OF MAINE AND THE UNITED STATES OF AMERICA. Withinthirty (30) days ofthe date any such instrument ofconveyance is executed, such instrument shall be recorded in the Penobscot County Registry ofDeeds, andthe grantor ofsuch instrument shall notify DEP and EPA in writing ofsuchrecording by delivery of a copy ofthe recorded instrument, duly certified bythe Register ofDeeds.

Central Maine Power Company, Substation, Corinna, Maine Declaration ofEIivironmental Covenant Page 4 of910. Notice ofNoncompliance. The Grantor and all subsequent owners ofthe Property, during the period oftheir ownership ofthe Property, shall provide written notice to DEP and EPA within ten (10) working days ofdiscovery ofany noncompliance withthis Environmental Covenant. 11. Notice Pursuant to Covenant. Any notice or other communicationrequired pursuant to this instrument shall be in writing and shall be sent by certified mail, return receipt requested, or by any commercial carrier as provides proofofdelivery, addressed as follows, or to such other address as each entity may designate from time to time by written notice to the other entities: To Grantor: Central Maine Power Company 83 Edison Drive Augusta, ME 04330 Attention: Roy Koster ToDEP: Superfund Program Manager Department ofEnvironmental Protection Bureau ofRemediation and Waste Management 17 State House Station Augusta, Maine 04333-0017 To EPA: Remedial Project Manager Eastland Woolen Mill Superfund Site U.S. Environmental Protection Agency, Region 1 5 Post Office Square, Suite 100 (OSRR07-1) Boston, MA 02109-3912 12. Inspection and Reporting. The Grantor and all subsequent owners ofthe Propeliy, during the period oftheir ownership ofthe Property, shall conduct inspections ofthe Property every five years, starting in 2015, and in any year that aproperty ownership transfer takes place or there is substantial construction activity onthe Property, for compliance with the terms ofthis Environmental Covenant, and shall report the results to DEP and EPA in writing by June 30 ofeachyear. 13. Enforcement. This Environmental Covenant shall be enforceable as authorized by the UECA. Any forbearance as to enforcement ofany ofthe terms hereofshall not be deemed a waiver ofthe right to seek and obtain enforcement at any time thereafter as to the same violation or as to any other violations.

Central Maine Power Company, Substation, Corinna, Maine Declaration ofEnvironmental Covenant Page 5 of914. Amendment or Termination by Consent. The terms and conditions herein may not be amended or terminated except by a written instrument duly executed by Grantor, the owner ofthe Property at the time ofthe amendment or termination, and DEP and EPA or their successors in legal function, which instrument shall be duly recorded in the Penobscot County Registry ofDeeds. Grantor hereby waives its right to consent in the event, at the time ofsuch amendment or termination, Grantor is no longer the owner of the Property. 15. Petitionto Modify. Grantor or current owner ofthe Property may petitionthe DEP to modifY or remove some or all ofthe covenants, restrictions, agreements and obligations herein. The burden is upon the party seeldng DEP approval ofthe modification or removal ofa restriction to showthat the restriction is no longer necessary to protect the public health and safety and the environment. The DEP may agree to remove or modify restrictions that inthe exercise ofits sole discretion, the DEP determines to be no longer necessary to protect the public health and safety and the environment. Any such amendment or termination ofthe Environmental Covenant must comply with the UECA and the provisions ofthis Environmental Covenant. 16. Administrative Record. The Environmental Response Project described inthis Declaration ofEnvironmental Covenants is based on the Eastland Woolen Mill Superfund Site Administrative Record, which has been developed in accordance with Section 113(k) ofCERCLA, and which is available for review at the Stewart Public Library, Corinna, Maine, and at the United States Environmental Protection Agency, Region 1, OSRRRecords Center,S Post Office Square, Boston, Massachusetts. The State administrative record for the Environmental Response Project is located at the main office ofDEP, whose mailing address is 17 State House Station, Augusta ME 04333- 0017, with a street address ofRay Building, 28 Tyson Drive, Augusta, Maine. 17. Governing Law. This Environmental Covenant shall be governed and interpreted in accordance with the laws ofthe State ofMaine. 18. Liberal Construction. Itis intended that this Environmental Covenant be construed liberally to protect the health and welfare ofthe public and the quality ofthe environment from the risk ofadverse effects ofexposure to hazardous substances. 19. Invalidity. Ifany part ofthis Environmental Covenant shall be decreed to be invalid by any court ofcompetentjurisdiction, all ofthe other provisions hereofshall not be affected thereby and shall remaininfull force and effect. 20. Recording. Holder shall cause this Declaration to be duly recorded in the Penobscot County Registry ofDeeds within thirty (30) days after the date ofthe last required signature on this Declaration, and shall, within thirty (30) days thereafter, provide the

Central Maine Power Company, Substation, Corinna, Maine Declaration ofEnvrronmental Covenant Page 6 of9Grantor and EPA with a copy ofsuch recorded Declaration, duly certified bythe Register ofDeeds.

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its duly authorized representative as ofthe day arid year first above written.

The above-named

## h~

# \( e

# '1\ d'\C\'(

## c\L) personally appeared before me this day of

### rY\c\.~ ,2012 inhislher capacity as

### ~~;~X\P(V \cJU

## C and acknowledged the foregoi· g to be his/her free act and deed inhis/her said capacity and the free act and deed ofthe Central Maine Power Company.

Central Maine Power Company, Substation, Corinna, Maine Declaration ofEnvironmental Covenant Page 7 of9 Patricia Ann. McCaul Notary Public, Maine My Commission Expires: April 7,2019ACKNOWLEDGED AND AGREED TO BY: MAINE**D.~RTMENT** OF IRONMENTAL PROTECTION / I

### ~ 

# C:' By: +I+!_·

______________

## ~~ Name: onald E. Dyer Title: Director, Bureau ofRemediation and Waste Management Date: 

### (l.. c

## S 

# '1, 2,01 L f STATE OF MAINE KENNEBEC COUNTY, ss.

,. i//'/ ;fhe above-named Ronald E. Dyerpersonally appeared before me this/iday of 

### :Ii. ,2012 in his capacity as Director ofthe Bureau ofRemediation and Waste Management and acknowledged the foregoing to be his free act and deed in his said capacity and the free act and deed ofthe Maine**Departme~t** ofEnvironmental Protection.
Nota,ry, Public "**/.I"~** I**~_** /1'//(:,1/1),_- /"/..'._ Printed Name My Commission Expires:

Central Maine Power Company, Substation, Corinna, Maine Declaration ofEnvironmental Covenant Page 8 of9ACKNOWLEDGED AND AGREED TO BY: UNITED STATES ENVIRONMENTAL PROTECTION AGENCY**'~-r~)** 

# ---f---- By:

### ~~~.~ j (_.-

.... 

### _-=--.---.-

### Il---·'~-- Name;.<I es T. Owens, III

### Titlq~>Director, Office ofSite Remediation and Restoration, U.S. EPA, Region 1 t 

# ! ! Date: 

## 5{ '2(,

# r 2/
COMMONWEALTH OF MASSACHUSETTS SUFFOLK COUNTY, ss. I Onthis

__ .'._ day of ':' ,2012, before me, the undersigned notary public, personally appeared James T. Owens, III, proven to me through satisfactory evidence of identification, which was,; , to be the person whose name is signed onthe this document, and acknowledged to me thathe signed itvoluntarilyfor its statedpurpose.

NotaryPublic '

### .. ': Printed Name My Commission Expires: -'-

_____ _

Central Maine Power Company, Substation, Corinna, Maine Declaration ofEnvironmental Covenant Page 9 of9ra i •**~** I.

, ' "",c:LP..,..."....,..

__ 

### Ci!!fl+-ru-l**IHQfl~** (o...,uQ.\ ,-CL>'i11/Ctld I**St..d~Yk--h>"'1't)** C(fyif1Y1.A, MC.lilU.. ])12'(:

### (or~

### +. o:.:hn,o-\ C 11 U/\'"",:/11

### !1\....:>-;~~~ <JJ v'€4"lP,,-,t