Exhibit
10(b)


FIRST AMENDMENT


THIS FIRST
AMENDMENT, dated as of June 13, 2006, by and among MAINE & MARITIMES
CORPORATION, a Maine corporation (“Borrower”), BANK OF AMERICA, N.A., as
Administrative Agent (“Agent”), BANK OF AMERICA, N.A. as Lender and L/C
Issuer, and KATAHDIN TRUST COMPANY, as Lender (Bank of America, N.A. and
Katahdin 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, Borrower
has requested that the Credit Agreement be amended and the Lenders have agreed
to do so;


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


1.             Section
6.12 of the Credit Agreement is hereby deleted and replaced with the following:


6.12  Financial Covenants.


(a)  Debt to Capital Ratio.


Not allow
Consolidated Total Indebtedness for Borrowed Money to exceed the percentage of
Consolidated 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 be
calculated at the end of each quarter, commencing with the quarter ending March
31, 2006, using the results of the twelve-month period ending with that
reporting period.


(b)  Interest Coverage Ratio.


Maintain on a
consolidated basis an Interest Coverage Ratio of at least the ratio indicated
for each period specified below:















 


 




	
  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 be
calculated at the end of each quarter, commencing with the quarter ending March
31, 2006.


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


[The next page is the
signature page.]



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IN WITNESS WHEREOF, the
Borrower and the Lenders have caused this Amendment to be duly executed and
delivered as of the date first above written, regardless of the actual date of
execution 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 Credit
Agreement, 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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