Exhibit 10(am)


 


THE BANK OF NEW YORK


NEW YORK’S FIRST BANK - FOUNDED 1784 BY
ALEXANDER HAMILTON


 


	
   

  	
  ONE WALL STREET, NEW YORK, N.Y. 10286

  
	
   

  	
   

  
	
   

  	
  October 1, 2003

  



 


Maine Public Service Company

209 State Street

Presque Isle, Maine 04769-1209


Attn:                    Mr.
Kurt A. Tomquist


Senior Vice President,


Chief Financial Officer and Treasurer


 


Re: Line of Credit


 


Ladies and Gentlemen:


 


 


The Bank of New York (the “Bank”) is pleased to confirm that it holds
available to Maine Public Service Company (the “Borrower”) a $3,000,000 line of
credit. This letter sets forth the understanding between the Bank and the
Borrower regarding the line of credit.


 


The line of credit shall be held available by the Bank until
March 29, 2004, unless cancelled earlier as provided in the last sentence of
this paragraph. During the period the line of credit is held available, the
Borrower may request the Bank to make advances to the Borrower in an aggregate
principal amount not to exceed $3,000,000 outstanding at any one time. The line
of credit may be cancelled by either party at any time for any reason.


 


The making of any advance under the line of credit is in the Bank’s
sole and absolute discretion and is subject to the Bank’s satisfaction with the
condition (financial and otherwise), business, prospects, properties, assets,
management, ownership and operations of the Borrower, and the purpose of each
advance. In furtherance of the foregoing, the Borrower shall furnish or cause
to be furnished to the Bank such information regarding the Borrower as the Bank
may request from time to time.


 


Advances under the line of credit shall be evidenced by a master
promissory note dated the date hereof and shall bear interest and be payable as
provided therein.


 


As long as the line of credit is held available, the Borrower shall pay
to the Bank an administrative fee equal to 0.50% per annum (calculated on the
basis of a 360 day year for the actual number of days elapsed) of the
unutilized amount of the line of credit, payable quarterly in arrears on the
last day of each calendar quarter.


 


Prior to the making of any advances under the line of credit, the Bank
shall have received the enclosed copy of this letter, the master promissory
note referred to above, a legal opinion from counsel to the Borrower in the
form of the exhibit attached hereto, and such other instruments, certificates
and related documents as the Bank shall consider necessary or desirable in
connection


 

















 


with the line of credit and the advances to be made under the line of
credit, in each case duly executed by the appropriate persons and in form and
substance satisfactory to the Bank.


 


This letter may not be amended, and compliance with its terms may not
be waived, orally or by course of dealing, but only by a writing signed by an
authorized officer of the Bank.


 


The Borrower agrees to pay all costs and expenses incurred by the Bank
incidental to or in any way relating to enforcement of the Borrower’s
obligations under this letter or the protection of the Bank’s rights in
connection with this letter, including, without limitation, reasonable
attorneys’ fees and expenses, whether or not litigation is commenced.


 


This letter shall be construed and interpreted in accordance with the
laws of the State of New York.


 


The Borrower submits to the jurisdiction of state
and Federal courts located in the City and State of New York in personam and
agrees that all actions and proceedings related directly or indirectly to this
letter shall be litigated only in said courts or courts located elsewhere as
the Bank may elect and that such courts are convenient forums.


 


The
Borrower and the Bank waive the right to trial by jury in any action or
proceeding based upon, arising out of or in any way connected to this letter.


 


Please acknowledge the agreement of the Borrower with the foregoing by
executing both copies of this letter in the space below and returning one copy
together with the duly executed master promissory note to the Bank.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charlotte Sohn Fuiks

  
	
   

  	
  Name:

  	
  Charlotte Sohn Fuiks

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed to:

  	
   

  
	
   

  	
   

  
	
  MAINE PUBLIC SERVICE COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kurt A. Tornquist

  	
   

  	
   

  
	
  Name:

  	
  Kurt A. Tornquist

  	
   

  	
   

  
	
  Title:

  	
  Senoir VP & CFO

  	
   

  	
   

  
									



 


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