**Exhibit10(b)**

FIRST AMENDMENT

THIS FIRSTAMENDMENT, dated as of June 13, 2006, by and among MAINE & MARITIMESCORPORATION, a Maine corporation (“Borrower”), BANK OF AMERICA, N.A., asAdministrative Agent (“Agent”), BANK OF AMERICA, N.A. as Lender and L/CIssuer, and KATAHDIN TRUST COMPANY, as Lender (Bank of America, N.A. andKatahdin Trust Company are sometimes collectively referred to as the “Lenders”);

WITNESSETH:

WHEREAS, Borrower,the Agent and the Lenders are parties to a Credit Agreement dated as of October  21, 2005 (the “Credit Agreement”); and

WHEREAS, Borrowerhas requested that the Credit Agreement be amended and the Lenders have agreedto do so;

NOW, THEREFORE,for valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Borrower and the Lenders hereby agree as follows:

1.             Section6.12 of the Credit Agreement is hereby deleted and replaced with the following:

6.12  Financial Covenants.

(a)  Debt to Capital Ratio.

Not allowConsolidated Total Indebtedness for Borrowed Money to exceed the percentage ofConsolidated Total Capital indicated for each period specified below:
| Period                                                  | ** ** | **Maximum Percentage** |
|---------------------------------------------------------|------------|------------------------|
| Quarter ending  03/31/06 through quarter ending 3/31/07 |       | 57%                    |
| Thereafter                                              |       | 55%                    |

 

This ratio will becalculated at the end of each quarter, commencing with the quarter ending March31, 2006, using the results of the twelve-month period ending with thatreporting period.

(b)  Interest Coverage Ratio.

Maintain on aconsolidated basis an Interest Coverage Ratio of at least the ratio indicatedfor each period specified below:

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| Period                                        | ** ** | **Ratio** |
|-----------------------------------------------|------------|-----------|
| Three months ending 3/31/06                   |       | 2.00:1.0  |
| Six months ending 6/30/06                     |       | 1.00:1.0  |
| Nine months ending 9/30/06                    |       | 1.00:1.0  |
| Twelve months ending 12/31/06                 |       | 2.00:1.0  |
| Twelve months ending 3/31/07                  |       | 1.75:1.0  |
| Twelve months ending 6/30/07 and              |       |      |
| Each trailing twelve month period thereafter, |       |      |
| On a quarterly basis                          |       | 2.50:1.0  |

 

This ratio will becalculated at the end of each quarter, commencing with the quarter ending March31, 2006.

2.                                       Inall other respects, the Credit Agreement remains unmodified and in full forceand effect and is hereby ratified and affirmed. The Borrower represents and warrants to the Lenders that no default nowexists under the Credit Agreement as amended hereby.  From and after the date of this Amendment, anyreference in the Credit Agreement to “this Agreement,” and any reference in anyof the related documents (including promissory notes) to the Credit Agreement,shall mean such Agreement as amended hereby.

[The next page is thesignature page.]

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IN WITNESS WHEREOF, theBorrower and the Lenders have caused this Amendment to be duly executed anddelivered as of the date first above written, regardless of the actual date ofexecution and delivery.
| WITNESS: |   | MAINE & MARITIMES CORPORATION |
|----------|--------|-----------------------------------|
|     |   |                              |
|     |   |                              |
|     |   |                              | By: |   |   |
|     |   | Name:                             |
|     |   | Title:                            |
|     |   |                              |
|     |   |                              |
| WITNESS: |   | BANK OF AMERICA, N.A.,            |
|     |   | as a Lender and L/C Issuer        |
|     |   |                              |
|     |   |                              |
|     |   |                              | By: |   |   |
|     |   | Name: Stephen P. deCastro         |
|     |   | Title: Vice President             |
|     |   |                              |
|     |   | KATAHDIN TRUST COMPANY,           |
|     |   | as a Lender                       |
|     |   |                              |
|     |   |                              | By: |   |   |
|     |   | Name:                             |
|     |   | Title:                            |

 

ACKNOWLEDGEMENT OF AGENT

The undersigned,as Agent under the Credit Agreement, pursuant to Section 10.01 of the CreditAgreement, hereby acknowledges the foregoing First Amendment.
|        |   | BANK OF AMERICA, N.A., as Agent  |
|--------|--------|----------------------------------|
|   |   |                             |
|   |   |                             | By: |   |   |
|   |   | Name:  Stephen  P. deCastro |
|   |   | Title:  Vice  President     |
|        |        |                                  |  |  |  |

 

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