exhibit108.htm


    Exhibit
10.8

     

    Public
Utility District of Grant County

     

    
      	
              WM.
      SCHEMPP, PRESIDENT

              GEO.
      SCHUSTER, VICE PRESIDENT

              PAUL
      NEIHART, SECRETARY

              ERIC
      D. PETERSON, ASSISTANT SECRETARY

              D.
      T. MARTIN, COMMISSIONER

              E.
      B. GIBBONS, MANAGER

              R.
      R. RIES, SUPERVISOR OF PRODUCTION

              E.
      L. DOUGLASS, AUDITOR

            	
              EPHRATA,
      WASHINGTON

            	
              P.O.
      BOX 878

              PHONE:
      SK 4-3541

            


    

    


     

    July 30,
1963

     

    


    


    Puget
Sound Power & Light Company

    P. O. Box
535

    Bellevue,
Washington

     

    Attention:  Mr.
D. H. Knight

     

    AGREEMENT
TO AMEND

     

    POWER
SALES CONTRACTS

     

    Gentlemen:

     

    The
District proposes to refund the Wanapum Hydro-Electric Revenue Bonds, Series of
1959 (the 1959 Bonds) heretofore issued under and pursuant to Resolution
No. 474, adopted by the Commission of the District on June 30, 1959
(the 1959 Resolution) by the issuance of its Wanapum Hydroelectric Refunding
Revenue Bonds, Series of 1963 (the 1963 Bonds) under and pursuant to a bond
resolution, being Resolution No. 1485 of the District (the 1963 Resolution)
to be adopted by the Commission of the District.  The Commission of
the District will adopt the 1963 Resolution in substantially the form of the
proposed Resolution No. 1485, a copy of which has been furnished to you,
and you will promptly receive a certified copy of such resolution after its
adoption.

     

    The
proposed refunding is to be accomplished as provided in the 1963
Resolution.  Until such refunding is accomplished, the 1963 Bonds will
be secured, as provided in the 1963 Resolution, by United States Treasury
obligations dated October 1, 1957 and maturing October 1, 1969 and
bearing interest at the rate of four per centum (4%) per annum and United States
Treasury obligations dated June 20, 1963 and maturing August 15, 1970
and bearing interest at the rate of four per centum (4%) per annum or other
United States Treasury obligations maturing not later than August 15,
1972.  The 1963 Bonds will not be a lien upon nor charge against the
revenues of the Wanapum Development until (1) the 1959 Bonds now
outstanding have been paid or redeemed in accordance with the provisions of the
1959 Resolution and (ii) all additional bonds, including Completion Bonds,
which may hereafter be issued under the 1959 Resolution have been paid or
redeemed in accordance with the provisions of the 1959 Resolution or the
discharge of the latter shall have been otherwise legally
effectuated.  The 1959 Bonds will not be refunded unless both the 1959
Bonds and the 1963 Bonds are fully current, and unless all expenses and charges,
including interest, incurred or accrued, in connection with the refunding have
been paid or provision for payment has been made out of moneys available for
such purpose.

     

    In order
for the District to issue the 1963 Bonds, it is necessary for the Power
Purchasers under the Wanapum Power Sales Contracts dated as of June 22,
1959, to agree to an amendment of said Contracts.  Accordingly, upon
execution of this Letter Agreement by you, subsections (i), (1) and (o) of
Section 2 of the Wanapum Power Sales Contract between you and the District
shall be amended, such amendment to become effective immediately upon and only
upon payment or redemption in accordance with the 1959 Resolution of the 1959
Bonds and all additional bonds, including Completion Bonds, hereafter issued
under the 1959 Resolution or the discharge of the latter shall have been
otherwise legally effectuated, as follows:

     

    
      	
              (i)

            	
              "Debt
      Service" shall mean with respect to any period the amount to be paid or
      accrued during said period to retire the principal of and pay the interest
      and premium, if any, on all Wanapum Hydroelectric Refunding Revenue Bonds,
      Series of 1963, issued by the District for the purpose of refunding the
      Wanapum Hydro-Electric Revenue Bonds, Series of 1959, heretofore issued
      under and pursuant to Resolution No. 474 adopted by the Commission of
      the District on June 30, 1959, and on all bonds issued pursuant to
      the Bond Resolution in the manner provided in said Bond Resolution and
      other evidences of indebtedness issued by the District for the purpose of
      paying the Cost of Acquisition and Construction of the Wanapum
      Development.

            


    

     

    
      	
              (1)

            	
              "Revenue
      Bonds" shall mean the Wanapum Hydroelectric Refunding Revenue Bonds,
      Series of 1963, issued for the purpose of refunding the Wanapum
      Hydro-Electric Revenue Bonds, Series of 1959, and any additional bonds
      issued under and in accordance with the terms of the Bond
      Resolution.

            


    

     

    
      	
              (o)

            	
              "Bond
      Resolution" shall mean Resolution No. 1485 of the District adopted by
      the Commission of the District on July 30, 1963 authorizing the
      issuance and sale of Wanapum Hydroelectric Refunding Bonds, Series of 1963
      and providing the terms and conditions thereof, and authorizing the
      issuance of additional bonds thereunder for other purposes in connection
      with the Wanapum Development, a certified copy of which has been delivered
      to the Purchaser.

            


    

     

    In
addition, it is also necessary for the Power Purchasers under the Reserve Share
Power Sales Contracts dated as of June 22, 1959, to agree to an amendment
of said Contracts.  Accordingly, upon execution of this Letter
Agreement by you, the Reserve Share Power Sales Contract between you and the
District shall be amended, such amendment to become effective immediately upon
and only upon the payment or redemption in accordance with the 1959 Resolution
of the 1959 Bonds and all additional bonds, including Completion Bonds,
hereafter issued under the 1959 Resolution, or the discharge of the latter shall
have otherwise been legally effectuated, as follows:

     

    An
additional paragraph shall be added to subsection (b) of Section 2 and
shall read as follows:

     

    "Section
2 of the Wanapum Contract shall refer to Section 2 of said Wanapum Contract as
amended."

     

    If you
agree to amendment of the said Wanapum Power Sales Contract and the Reserve
Share Power Sales Contract, as hereinabove set forth, please indicate your
agreement by executing this Letter Agreement in the space provided below and
deliver a copy of this Letter Agreement to us.

     

    
      	 
      	
              Very
      truly yours,

               

              PUBLIC
      UTILITY DISTRICT NO. 2 OF

              GRANT
      COUNTY, WASHINGTON

               

              By                     /s/
      Wm.
      Schempp

                                               
      President

            
	
              Attest:

            	 
      
	 
      	 
      
	
              /s/
      Paul
      Nichart

            	 
      
	
                                                                           
      Secretary

            	 
      
	 
      	 
      
	
              /s/
      Paul
      Nichart

            	 
      
	 
      	 
      


    

    The
undersigned does hereby agree to amendment of the Wanapum Power Sales Contract
and the Reserved Share Power Sales Contract as hereinabove set forth; said
amendment to become effective only upon compliance with the conditions above set
forth.

     

    
      
        	 
      	
                PUGET
      SOUND POWER & LIGHT COMPANY

                 

                By                     /s/ Ralph M.
      Davis 

                                                             President

              
	
                Attest:

              	 
      
	 
      	 
      
	
                                 
      /s/ C. B. Schoeggl                           
      

                                                                              Secretary