Exhibit 10(al)


 


	
  DATE:

  	
   

  	
  Sep 10, 2003

  
	
   

  	
   

  	
   

  
	
  TO:

  	
   

  	
  MAINE PUBLIC SERVICE COMPANY,
  (Party B)

  
	
  ATTN:

  	
   

  	
  KURT A TORNQUIST

  
	
  FAX:

  	
   

  	
  207-764-6586

  
	
  PHONE:

  	
   

  	
  207-768-5811

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  Fleet National Bank, (Party A) 

  
	
  ATTN:

  	
   

  	
  Derivatives Confirmation Unit 

  
	
  FAX:

  	
   

  	
  (617) 434-4284

  
	
  PHONE:

  	
   

  	
  (617) 434-4787 or (617) 434-7878

  
	
   

  	
   

  	
   

  
	
  RE:

  	
   

  	
  INTEREST RATE SWAP

  Our Ref: 80643FB/129891

  



 


 


The purpose of this letter agreement is to set forth  the
terms and conditions of the Transaction entered into between Fleet National
Bank Party A and MAINE PUBLIC SERVICE COMPANY Party B on the Trade Date
specified below (the “Transaction”). This letter constitutes a “Confirmation”
as referred to in the ISDA Master Agreement specified below.


 


The definitions and provisions contained in the 2000 ISDA Definitions
(the “Definitions”), as published by the international Swaps and Derivatives
Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the
event of any inconsistency between the Definitions and provisions in this
Confirmation, this Confirmation will govern.


 


1.                                       This
confirmation constitutes a “Confirmation” as referred to in, and supplements,
forms a part of and is subject to, the ISDA Master Agreement dated as of
9//09/03, as amended and supplemented from time to time (the “Agreement”),
between you and us. All provisions contained in the Agreement govern this
confirmation except as expressly modified below.


 


2.                                       The
terms of the particular Transaction to which this Confirmation relates are as
follows:


 


	
  Trade Date

  	
   

  	
  Sep 09, 2003

  
	
   

  	
   

  	
   

  
	
  Effective Date

  	
   

  	
  Sep 09, 2003

  
	
   

  	
   

  	
   

  
	
  Termination Date

  	
   

  	
  Oct 01, 2025 subject to adjustment in accordance with the
  Modified  Following Business Day
  convention.

  
	
   

  	
   

  	
   

  
	
  Notional Amount

  	
   

  	
  USD 9,000,000.00

  



 


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Floating Amounts


 


	
  Floating Rate Payer

  	
   

  	
  Fleet National Bank

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payment Dates

  	
   

  	
  Monthly
  on the lst, commencing Oct 01, 2003 and ending on the Termination Date
  subject to adjustment in accordance with the Modified Following Business Day
  Convention.

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Option

  	
   

  	
  USD-BMA;
  meaning the rate in effect for a Reset Date shall be determined on the basis
  of “The Bond Market Association Municipal swap Index”, a trademark of the
  Bond Market Association and formerly named the PSA Municipal Swap Index, announced
  by Municipal Market Data on Wednesday, or if the rate is not announced on
  such day, the next succeeding Business bay on which the rate is announced;
  provided, however, that Floating Rate for the initial Calculation Period
  shall be the rate in effect for the immediately preceding date that would
  have been a Reset Date for the relevant transaction. If for a Calculation
  Period the Bond Market Association Municipal Swap Index for a Reset Date
  in that calculation Period is not announced, the rate for such
  Reset Date shall be determined as if the parties had specified “USD-JJKENNY”
  (as defined herein below) as the applicable Floating Rate Option. The rate so
  determined will be deemed USD-BMA for the purpose of this transaction.
  “USD-JJKENNY”; meaning the rate in effect for a Reset Date shall be
  determined on the basis of the “Kenny S&P 7-day High Grade Index” (the
  “Kenny Index”) announced by Kenny S&P Evaluation Services at the
  beginning of business on Tuesday, or if the rate is not announced on such
  day, the next succeeding Business Day on which the rate is announced;
  provided, however, the Floating Rate for the initial Calculation Period shall
  be the rate in effect for the immediately preceding date that would have been
  a Reset Date for the

  



 


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  relevant transaction. If, at any time, both the Kenny Index and
  USD-BMA are no longer determined and announced or are materially modified a
  comparable alternative index mutually agreed upon by both parties shall be
  used. The rate so determined will be deemed USD-BMA for the purpose of this
  Transaction,

  
	
   

  	
   

  	
   

  
	
  Designated Maturity

  	
   

  	
  1 week

  
	
   

  	
   

  	
   

  
	
  Spread

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Floating Rate Day Count Fraction

  	
   

  	
  ACTUAL / ACTUAL 

  
	
   

  	
   

  	
   

  
	
  Floating Rate Reset Dates

  	
   

  	
  The last Business Day of each Calculation Period

  
	
   

  	
   

  	
   

  
	
  Compounding

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Method of Averaging

  	
   

  	
  Weighted Average

  
	
   

  	
   

  	
   

  
	
  Business Days

  	
   

  	
  New York

  



 


Fixed Amounts


 


	
  Fixed Rate Payer

  	
   

  	
  MAINE PUBLIC SERVICE COMPANY

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Payment Dates

  	
   

  	
  Monthly on the
  1st, commencing Oct 01, 2003 and ending  on the Termination Date subject to
  adjustment in accordance with the Modified Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Fixed Rate

  	
   

  	
  4.530000%

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Day Count Fraction

  	
   

  	
  ACTUAL /360

  
	
   

  	
   

  	
   

  
	
  Business Days

  	
   

  	
  New York

  
	
   

  	
   

  	
   

  
	
  Calculation Agent

  	
   

  	
  Fleet National Bank

  
	
   

  	
   

  	
   

  
	
  Governing Law

  	
   

  	
  New York law

  
	
   

  	
   

  	
   

  
	
  Documentation

  	
   

  	
  ISDA Master Agreement to be provided by Fleet National Bank

  



 


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3.                                       Relationship
Between Parties


 


Each party represents to the other party
that:


 


(a) Non-Reliance. It is acting for its own
account, and it has made its own independent decisions to enter this
Transaction and as to whether this Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisors as it has deemed  necessary.
It is not
relying on any communication (written or oral) from the other party as
investment advice or as a recommendation to enter into this Transaction; it
being understood that information and explanations related to the terms and
conditions of this Transaction shall not be considered investment advice or a
recommendation to enter into this Transaction. It has not received from the
other party any assurance or guarantee as to the expected results of this
Transaction.


 


(b) Evaluation and Understanding. It is
capable of evaluating and understanding Con its own behalf or through
independent professional advice), and understands and accepts, the terms,
conditions and risks of this Transaction. It is also capable of assuming, and
assumes, the financial and other risks of this Transaction.


 


(c) Status of Parties. The other party is
not acting as a fiduciary or an advisor for it in respect of this Transaction.


 


(d) Risk Management. It has entered into
this Transaction for the purpose of (i) managing its borrowings or investments,
(ii) hedging its underlying assets or liabilities or (iii) in connection with
its line of business.


 


(e) It is an “eligible contract
participant” as defined in Section la(12) of the Commodity Exchange Act.


 


4.                                       Additional
Termination Event  will  apply.


 


(i)                                     The
occurrence of any of the following shall constitute an Additional Termination
Event with respect to Party B for which Party B will be the Affected Party:


 


(1)                                  Party A is
no longer party to any or all of the Credit Support Documents identified in
Part 4(f)(ii) of the Schedule to the Agreement, as such documents are
amended, modified, or supplemented from time to time.


 


(2)                                  Any or all
of the Credit Support Documents identified in Part 4(f)(ii) of the
Schedule to the Agreement, as such documents are amended, modified, or
supplemented from time to time, are terminated or ceases to exist for any
reason prior to the satisfaction of the obligations of this Transaction.


 


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(ii)                                  Notwithstanding
Section 6(b) of the Agreement or any other provision of the Agreement,
Party A shall not initially have the right to designate an Early Termination
Date upon the occurrence of an Additional Termination Event. In lieu of the
right to designate an Early Termination Date, Party A grants Party B the rights
specified in the following subparts (1) or (2)  to assign, as applicable,
either Party A or Party B’s rights and obligation under this Transaction.


 


(1)                                  Party B  shall
be permitted to instruct Party A to assign Part A’s rights and obligation
under the Agreement to a substitute swap provider reasonably acceptable to
Party A and Party B (“Substitute swap Provider”), provided the Substitute Swap
Provider expressly assumes Party A’s rights and obligations under this
Agreement in a writing reasonably satisfactory to Party A and Party B.


 


(2)                                  Party B
shall be permitted to assign its rights and obligations under the Agreement to
a Substitute Swap Provider, provided the Substitute Swap Provider expressly
assumes Party B’s rights and obligations under this Agreement in a writing
reasonably satisfactory to Party A and Party B.


 


Party A shall have the right to designate
an Early Termination  Date under Section 6(b) of the
Agreement and this Additional Termination Event if this Transaction is not
assigned pursuant within twenty (20) Business Days from the date the Additional
Termination Event occurs.


 


5.                                 Acknowledgement


 


MAINE  PUBLIC SERVICE COMPANY acknowledges and
agrees that:


 


(a)                                  absent an
express written agreement to the contrary, an agreement by the parties to
voluntarily terminate the Transaction before its scheduled termination date is
contingent upon the payment by one party to the other of the costs associated
with terminating the Transaction. Such costs shall include, but may not be
limited to, the aggregate difference between the market value of the terminated
portion of the Transaction and the market value of a similar transaction
executed on the termination date with a notional amount and term equal to the
terminated portion of the Transaction. Any termination cost paid by MAINE
PUBLIC SERVICE COMPANY to terminate the Transaction is in addition to and not
part of any yield maintenance fee, prepayment penalty or other expense that
MAINE PUBLIC SERVICE COMPANY  may pay in
connection with the prepayment of a loan transaction with Fleet National Bank
or its affiliate; and


 


(b)                                 this
acknowledgement or the provision by Fleet National Bank of a valuation or
indicative termination price does not constitute a commitment by Fleet National
Bank to terminate the Transaction at such price, or otherwise, prior to its
scheduled termination date. The price and terms at which the Transaction may be
terminated will be individually negotiated and, accordingly, may vary from the
price and terms offered by other financial institutions. Any commitment to
terminate the Transaction shall not be binding upon the parties unless
expressly agreed to by Fleet National Bank.


 


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6.                                       Settlement
Instructions


 


Payments to MAINE PUBLIC SERVICE COMPANY in USD


 


***  Payment Instructions To Be Advised  ***


 


Payments to Fleet National Bank in USD


 


	
  To

  	
   

  	
  Fleet National Bank ABA: 011000138

  
	
  Favor Of

  	
   

  	
  Fleet National Bank

  
	
  Account Number

  	
   

  	
  1026103-29480

  



 


7. Contact Instructions


 


	
  Fleet
  National Bank:

  	
   

  	
  Tel:
  617-434-7953

  
	
  Resets/Payments

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:
  617-434-3588

  
	
  Confirmations

  	
   

  	
  Tel:
  617-434-4787

  
	
   

  	
   

  	
  Fax:
  617-434-4284

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MAINE PUBLIC SERVICE COMPANY:

  	
   

  	
  Tel:  207-768-5811

  
	
   

  	
   

  	
  Fax: 207-764-6586

  



 


Very truly yours,


 


Fleet National Bank,


 


	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  



 


Agreed and accepted as of the date first above written:


 


MAINE PUBLIC SERVICE COMPANY


 


	
  By:

  	
  /s/ Kurt A. Tornquist

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 
  Kurt A. Tornquist

  	
   

  
	
  Title: Senior VP & CFO

  	
   

  



 


PLEASE COUNTERSIGN AND FAX
TO: (617) 434-4284


ATTN: Derivatives
Confirmations


REQUEST CORRECTIONS:
(617) 434-4787


Please be advised
telephone calls may be recorded to ensure

transaction accuracy.


80643FB


 


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