pugetenergytermloanagree






                                                           EXECUTION VERSION                                                            Deal CUSIP 745309AF1                                                     Term Loan CUSIP 745309AG9                               TERM LOAN AGREEMENT                                      dated as of                                  September 26, 2019                                       among                                PUGET ENERGY, INC.                                The Lenders Party Hereto                                MIZUHO BANK, LTD.,                                as Administrative Agent                                        and                                   COBANK, ACB,                                 as Syndication Agent                                 MIZUHO BANK, LTD.,                            as Lead Arranger and Bookrunner    ACTIVE 248691463v.6 





 






                                    Table of Contents                                    (continued)    ARTICLE I Definitions ................................................................................................................................ 1   SECTION 1.01. Defined Terms .................................................................................................................... 1  SECTION 1.02. Classification of Loans and Borrowings .......................................................................... 23  SECTION 1.03. Terms Generally ............................................................................................................... 23  SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations ....................................................... 23  SECTION 1.05. Status of Obligations ........................................................................................................ 24   ARTICLE II The Credits ............................................................................................................................ 25   SECTION 2.01. Loans ................................................................................................................................ 25  SECTION 2.02. Loans and Borrowings ..................................................................................................... 25  SECTION 2.03. Method of Borrowing ....................................................................................................... 25  SECTION 2.04. [Reserved] ........................................................................................................................ 26  SECTION 2.05. [Reserved] ........................................................................................................................ 26  SECTION 2.06. [Reserved] ........................................................................................................................ 26  SECTION 2.07. Funding of Borrowings .................................................................................................... 26  SECTION 2.08. Interest Elections .............................................................................................................. 26  SECTION 2.09. [Reserved] ........................................................................................................................ 27  SECTION 2.10. Repayment of Loans; Evidence of Debt .......................................................................... 27  SECTION 2.11. Prepayment of Loans........................................................................................................ 28  SECTION 2.12. Fees .................................................................................................................................. 28  SECTION 2.13. Interest .............................................................................................................................. 29  SECTION 2.14. Alternate Rate of Interest ................................................................................................. 29  SECTION 2.15. Increased Costs; Illegality ................................................................................................ 30  SECTION 2.16. Break Funding Payments ................................................................................................. 31  SECTION 2.17. Taxes ................................................................................................................................ 32  SECTION 2.18. Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-             offs .................................................................................................................................... 35  SECTION 2.19. Mitigation Obligations; Replacement of Lenders ............................................................ 36  SECTION 2.20. Expansion Option ............................................................................................................. 37  SECTION 2.21. Defaulting Lenders ........................................................................................................... 38  SECTION 2.22. [Reserved] ........................................................................................................................ 38  SECTION 2.23. MIRE Events .................................................................................................................... 38   ARTICLE III Representations and Warranties ........................................................................................... 38   SECTION 3.01. Existence, Qualification and Power; Compliance with Laws .......................................... 39  SECTION 3.02. Binding Effect .................................................................................................................. 39  SECTION 3.03. Authorization; No Contravention ..................................................................................... 39  SECTION 3.04. Governmental Authorization; Other Consents ................................................................. 39  SECTION 3.05. Taxes ................................................................................................................................ 39  SECTION 3.06. No Default ........................................................................................................................ 40  SECTION 3.07. Financial Statements; No Material Adverse Effect .......................................................... 40  SECTION 3.08. Ranking ............................................................................................................................ 40  SECTION 3.09. Ownership of Assets ........................................................................................................ 40  SECTION 3.10. No Other Business............................................................................................................ 41                                         ii 





 






                                       Table of Contents                                     (continued)   SECTION 3.11. Insurance .......................................................................................................................... 41   SECTION 3.12. Disclosure ......................................................................................................................... 41   SECTION 3.13. Subsidiaries; Equity Interests ........................................................................................... 41   SECTION 3.14. No Dividend Restrictions ................................................................................................. 41   SECTION 3.15. Litigation .......................................................................................................................... 42   SECTION 3.16. Solvency ........................................................................................................................... 42   SECTION 3.17. Margin Regulations; Investment Company Act; USA PATRIOT Act ............................ 42   SECTION 3.18. ERISA Compliance .......................................................................................................... 42   SECTION 3.19. Environmental Compliance .............................................................................................. 43   SECTION 3.20. Labor Disputes ................................................................................................................. 43   SECTION 3.21. Affiliate Transactions ....................................................................................................... 43   SECTION 3.22. Collateral .......................................................................................................................... 43   SECTION 3.23. Anti-Corruption Laws and Sanctions ............................................................................... 44   SECTION 3.24. EEA Financial Institutions ............................................................................................... 44    ARTICLE IV Conditions ............................................................................................................................ 44    SECTION 4.01. Effective Date................................................................................................................... 44   SECTION 4.02. Each Credit Event ............................................................................................................ 45    ARTICLE V Affirmative Covenants .......................................................................................................... 45    SECTION 5.01. Financial Statements ........................................................................................................ 45   SECTION 5.02. Compliance Certificate ..................................................................................................... 46   SECTION 5.03. Notices ............................................................................................................................. 47   SECTION 5.04. Compliance with Laws ..................................................................................................... 47   SECTION 5.05. Preservation of Existence, Etc. ......................................................................................... 48   SECTION 5.06. Compliance with Environmental Laws ............................................................................ 48   SECTION 5.07. Maintenance of Properties; Ownership of Subsidiaries ................................................... 48   SECTION 5.08. Maintenance of Insurance ................................................................................................ 48   SECTION 5.09. Use of Proceeds ................................................................................................................ 48   SECTION 5.10. Payment of Obligations .................................................................................................... 49   SECTION 5.11. Cooperation ...................................................................................................................... 49   SECTION 5.12. Books and Records ........................................................................................................... 49   SECTION 5.13. Financing Documents; Material Documents .................................................................... 49   SECTION 5.14. Maintenance of Ratings .................................................................................................... 50   SECTION 5.15. Inspection Rights .............................................................................................................. 50   SECTION 5.16. Additional Collateral ........................................................................................................ 50   SECTION 5.17. Flood Insurance ................................................................................................................ 50    ARTICLE VI Negative Covenants ............................................................................................................. 51    SECTION 6.01. Liens ................................................................................................................................. 51   SECTION 6.02. Dispositions ...................................................................................................................... 54   SECTION 6.03. Investments ...................................................................................................................... 55   SECTION 6.04. Fundamental Changes ...................................................................................................... 56   SECTION 6.05. Nature of Business ........................................................................................................... 56   SECTION 6.06. Transactions with Affiliates; Management Fees .............................................................. 56                                          iii 





 






                                       Table of Contents                                     (continued)    SECTION 6.07. Accounting Changes ........................................................................................................ 56   SECTION 6.08. Restrictive Agreements .................................................................................................... 57   SECTION 6.09. Financial Covenant ........................................................................................................... 57   SECTION 6.10. Preservation of Rights ...................................................................................................... 57    ARTICLE VII Events of Default ................................................................................................................ 58    ARTICLE VIII The Administrative Agent ................................................................................................. 60    ARTICLE IX Miscellaneous ...................................................................................................................... 64    SECTION 9.01. Notices ............................................................................................................................. 64   SECTION 9.02. Waivers; Amendments ..................................................................................................... 65   SECTION 9.03. Expenses; Indemnity; Damage Waiver ............................................................................ 67   SECTION 9.04. Successors and Assigns .................................................................................................... 68   SECTION 9.05. Survival ............................................................................................................................ 71   SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution ...................................... 71   SECTION 9.07. Severability ...................................................................................................................... 72   SECTION 9.08. Right of Setoff .................................................................................................................. 72   SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process .......................................... 72   SECTION 9.10. WAIVER OF JURY TRIAL ............................................................................................ 72   SECTION 9.11. Headings ........................................................................................................................... 73   SECTION 9.12. Confidentiality.................................................................................................................. 73   SECTION 9.13. USA PATRIOT Act ......................................................................................................... 74   SECTION 9.14. Appointment for Perfection .............................................................................................. 74   SECTION 9.15. Interest Rate Limitation .................................................................................................... 74   SECTION 9.16. No Advisory or Fiduciary Responsibility ........................................................................ 74   SECTION 9.17. Acknowledgment and Consent to Bail-In of EEA Financial Institutions ........................ 75      SCHEDULES:      Schedule 1.01(a)  – Existing Indebtedness  Schedule 1.01(b) – Permitted Holders  Schedule 2.01  –  Commitments  Schedule 3.04  –  Regulatory Approvals  Schedule 3.13(a)  –  Subsidiaries  Schedule 3.13(b)  – Subsidiaries’ Jurisdictions of Organization  Schedule 3.14  –  Existing Dividend Restrictions  Schedule 3.15  –  Litigation  Schedule 3.19  –  Environmental Matters  Schedule 3.21  –  Affiliate Transactions  Schedule 5.07  –  Properties and Assets  Schedule 6.01(b)  – Existing Liens  Schedule 6.03(l)  –  Investments     EXHIBITS:                                          iv 





 






                                       Table of Contents                                     (continued)     Exhibit A       –  Form of Assignment and Assumption  Exhibit B      –  Form of Borrowing Request  Exhibit C      –  Form of Increasing Lender Supplement  Exhibit D      –  Form of Augmenting Lender Supplement  Exhibit E      –  List of Closing Documents  Exhibit F      –  Form of Term Note  Exhibit G-1    –  Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Not Partnerships)  Exhibit G-2    –  Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Partnerships)  Exhibit G-3    –  Form of U.S. Tax Certificate (Non-U.S. Participants That Are Not Partnerships)  Exhibit G-4    –   Form of U.S. Tax Certificate (Non-U.S. Participants That Are Partnerships)  Exhibit H      –   Collateral Agency Agreement  Exhibit I       –   Form of Interest Election Request  Exhibit J       –   Form of Solvency Certificate  Exhibit K      –  Pledge Agreement  Exhibit L      –  Security Agreement  Exhibit M      –  Terms of Subordination  Exhibit N      –  Form of Prepayment Notice                                             v 





 






                 TERM LOAN AGREEMENT (this “Agreement”) dated as of September 26, 2019 among   PUGET ENERGY, INC., the LENDERS from time to time party hereto, MIZUHO BANK, LTD., as   Administrative Agent, and COBANK, ACB, as Syndication Agent.               In consideration of the mutual covenants herein, as well as other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as  follows:                                                    ARTICLE I                                                                              Definitions               SECTION 1.01.  Defined Terms.  As used in this Agreement, the following terms have   the meanings specified below:                “ABR” when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans   comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate.               “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest   Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to   (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.               “Administrative Agent” means Mizuho Bank, Ltd. (including its branches and affiliates),   in its capacity as administrative agent for the Lenders hereunder.               “Administrative Questionnaire” means an Administrative Questionnaire in a form   supplied by the Administrative Agent.               “Affiliate” means, with respect to a specified Person, another Person that directly, or   indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control   with the Person specified.               “Affiliate Service Agreements” means any contract or agreement between the Borrower   or any Subsidiary and an Affiliate thereof providing for accounting, tax, treasury, intercompany services  or other professional services to the Borrower or any Subsidiary.               “Agent Party” has the meaning assigned to such term in Section 9.01(d).               “Agents” means, collectively, the Administrative Agent and the Collateral Agent.               “Aggregate Commitment” means the aggregate of the Commitments of all of the   Lenders, as reduced or increased from time to time pursuant to the terms and conditions hereof.  As of the   Effective Date, the Aggregate Commitment is $210,000,000.               “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a)   the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the   Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day,   the immediately preceding Business Day) plus 1%, provided that, for the purpose of this definition, the   Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is   not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m.   London time on such day.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the   NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such   change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.  If the Alternate   Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate   Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to      





 






    clause (c) above.  For the avoidance of doubt, if the Alternate Base Rate shall be less than zero, such rate  shall be deemed to be zero for purposes of this Agreement.               “Annual Report” means the audited consolidated financial statements of the Borrower   and its Subsidiaries for the fiscal year ending December 31, 2018.               “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction   applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or   corruption.               “Applicable Percentage” means, with respect to any Lender, with respect to Loans, the   percentage equal to a fraction the numerator of which is such Lender’s Commitment and the denominator   of which is the Aggregate Commitment of all Lenders (or, if the Commitments have terminated or   expired, the Applicable Percentages shall be determined based upon the percentage equal to a fraction the  numerator of which is such Lender’s Loans and the denominator of which is the aggregate outstanding  principal amount of all Loans); provided that in the case of Section 2.21 when a Defaulting Lender shall   exist, any such Defaulting Lender’s Commitment or Loans, as applicable, shall be disregarded in the   calculation.               “Applicable Rate” means, for any day, with respect to (a) any Eurodollar Loan, 0.875%   per annum and (b) any ABR Loan, 0.000% per annum.                “Approved Bank” has the meaning specified in clause (c) of the definition of “Cash      Equivalents”.               “Approved Fund” has the meaning assigned to such term in Section 9.04(b).               “Assignment and Assumption” means an assignment and assumption agreement entered   into by a Lender and an assignee (with the consent of any party whose consent is required by   Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form   approved by the Administrative Agent.               “Attributable Receivables Indebtedness” at any time shall mean the principal amount of   Indebtedness which (a) if a Receivables Facility is structured as a secured lending agreement, constitutes   the principal amount of such Indebtedness or (b) if a Receivables Facility is structured as a purchase   agreement, would be outstanding at such time under the Receivables Facility if the same were structured   as a secured lending agreement rather than a purchase agreement.  For purposes of this definition,   “Receivables Facility” shall mean any receivables or securitization facility or facilities made available to   the Borrower or any of its Subsidiaries pursuant to which assets and related security are sold, pledged or   otherwise transferred to certain investors or creditors, either directly or indirectly through one or more   special purpose entities.               “Augmenting Lender” has the meaning assigned to such term in Section 2.20.               “Authorized Officer” means the chief executive officer, president, chief financial officer,   chief accounting officer, vice president finance, treasurer or assistant treasurer or other similar officer of  the Borrower or any Subsidiary and, as to any document delivered on the Effective Date, any secretary or  assistant secretary of the Borrower or any Subsidiary.                “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the   applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.               “Bail-In Legislation” means, with respect to any EEA Member Country implementing   Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European  Union, the implementing law for such EEA Member Country from time to time which is described in the  EU Bail-In Legislation Schedule.                                           2 





 






                 “Banking Services” means each and any of the following bank services provided to the   Borrower by any Lender or any of its Affiliates:  (a) credit cards for commercial customers (including,   without limitation, commercial credit cards and purchasing cards), (b) stored value cards, (c) merchant   processing services and (d) treasury management services (including, without limitation, controlled   disbursement, automated clearinghouse transactions, return items, any direct debit scheme or  arrangement, overdrafts and interstate depository network services).               “Banking Services Agreement” means any agreement entered into by the Borrower or   any Subsidiary in connection with Banking Services.               “Banking Services Obligations” means any and all obligations of the Borrower or any   Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or   acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in   connection with Banking Services.               “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject   of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,  custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or  liquidation of its business appointed for it, or, in the good faith determination of the Administrative   Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in,   any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of   any direct or indirect ownership interest, or the acquisition of any direct or indirect ownership interest, in   such Person by a Governmental Authority or instrumentality thereof, provided, further, that such   ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts  within the United States or from the enforcement of judgments or writs of attachment on its assets or  permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or  disaffirm any contracts or agreements made by such Person.               “Beneficial Ownership Certification” means a certification regarding beneficial   ownership as required by the Beneficial Ownership Regulation.               “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.                “Board” means the Board of Governors of the Federal Reserve System of the United   States of America.               “Borrower” means Puget Energy, Inc., a Washington corporation.               “Borrower Group” means the Borrower and the Operating Companies and “Borrower   Group Member” means any of the Borrower or any Operating Company.               “Borrowing” means Loans of the same Type, made, converted or continued on the same   date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.               “Borrowing Request” means the initial request by the Borrower for a Borrowing on the   Effective Date in accordance with Section 2.03.               “Business Day” means any day that is not a Saturday, Sunday or other day on which   commercial banks in New York City are authorized or required by law to remain closed; provided that,   when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on   which banks are not open for dealings in Dollars in the London interbank market.               “Capital Lease Obligations” of any Person means the obligations of such Person to pay   rent or other amounts under any lease of (or other arrangement conveying the right to use) property, or a   combination thereof, which obligations are required to be classified and accounted for as capital leases on   a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized   amount thereof determined in accordance with GAAP; provided, however, that with respect to any                                          3 





 






    changes in GAAP occurring after October 1, 2018, the effect of which is to cause leases of the type in  effect as of December 31, 2017 and treated as operating leases under GAAP as of December 31, 2017 to  be reclassified as capital leases under GAAP, the definition of Capital Lease Obligation shall exclude any   such reclassified leases.               “Cash Equivalents” means any of the following types of Investments, to the extent owned   by the Borrower or any Subsidiary:               (a) Dollars held by it from time to time in the ordinary course of business;                (b) readily marketable obligations issued or directly and fully guaranteed or insured by                 the government or any agency or instrumentality of the United States and having                 maximum maturities of not more than one (1) year from the date of acquisition                 thereof;                (c) investments in certificates of deposit, banker’s acceptances and time deposits                  maturing within one hundred eighty (180) days from the date of acquisition thereof                  issued or guaranteed by or placed with, and money market deposit accounts issued or                  offered by, any domestic office of any commercial bank organized under the laws of                  the United States of America or any State thereof which has a combined capital and                  surplus and undivided profits of not less than $1,000,000,000 (such bank, an                  “Approved Bank”);                (d) commercial paper and variable or fixed rate notes issued by an Approved Bank or                 commercial paper and variable or fixed rate notes issued by, or guaranteed by, a                 corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the                 equivalent thereof) or better by Moody’s, in each case with maximum maturities of                 not more than two hundred seventy (270) days from the date of acquisition thereof;                 provided that, no more than $50,000,000 in the aggregate of such commercial paper                  per issuer shall be held at any time;                (e) repurchase agreements fully secured by obligations described in clause (b) above                  with any Approved Bank; and                (f) Investments with maximum maturities of twelve (12) months or less from the date of                  acquisition in (i) money market funds rated AAA (or the equivalent thereof) or better                  by S&P or Aaa (or the equivalent thereof) or better by Moody’s that are registered                  under the Investment Company Act of 1940, as amended, and the portfolios of which                  are limited solely to Investments of the character, quality and maturity described in                  the foregoing clauses (b), (c), (d) and (e) or (ii) the Federal Municipal Obligations                  Fund (or its successors) so long as such fund is rated AA (or the equivalent thereof)                  or better by S&P or Fitch Ratings Ltd. at the time of such Investment.                “Change in Control” means the Permitted Holders shall fail to (i) own and control   directly or indirectly, in the aggregate more than 50.1% of the issued and outstanding common Equity   Interests in Puget Holdings, the Parent or the Borrower and (ii) control the board of directors (or   comparable governing body) of Puget Holdings, the Parent or the Borrower, as the case may be.               “Change in Law” means the occurrence, after the date of this Agreement (or with respect   to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the   adoption or taking effect of any law, rule, regulation or treaty after the date of this Agreement, (b) any   change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or   application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by                                          4 





 






     any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s   holding company, if any) with, the making of or issuance of any request, rules, guideline, requirement or  directive (whether or not having the force of law) of any Governmental Authority made or issued after the  date of this Agreement; provided, however, that notwithstanding anything herein to the contrary, the   Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,   requirements and directives thereunder, issued in connection therewith or in implementation thereof, and  (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International  Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the  United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be  deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.                “Code” means the Internal Revenue Code of 1986, as amended.                “Collateral” means all the “Collateral”, as defined in the Security Agreement and the   Pledge Agreement.               “Collateral Agency Agreement” means the Amended and Restated Collateral Agency   Agreement, dated as of February 6, 2009 and amended and restated as of March 31, 2010 and further   amended as of February 10, 2012, among the Collateral Agent, JPMorgan Chase Bank, N.A., certain   authorized representatives, Puget Equico LLC and the Borrower, a copy of which is attached hereto as   Exhibit H.               “Collateral Agent” means JPMorgan Chase Bank, National Association or one of its   affiliates, as successor to Barclays Bank PLC, in its capacity as collateral agent under the Collateral   Agency Agreement and the other Security Documents, or any successor thereto in accordance with the   terms of the Collateral Agency Agreement.               “Commitment” means, with respect to each Lender, the commitment of such Lender, to   make a Loan to the Borrower on the Effective Date pursuant to Section 2.01.  The initial amount of each   Lender’s Commitment with respect to the Loans is set forth on Schedule 2.01.               “Communication” has the meaning assigned to such form in Section 9.01(d).               “Connection Income Taxes” means Other Connection Taxes that are imposed on or   measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.                “Consolidated Current Liabilities” means, at any date, all amounts (without duplication   that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any   like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date (other than   (i) the current portion of any funded Indebtedness, (ii) without duplication of clause (i) above, all   Indebtedness consisting of revolving loans to the extent otherwise included therein, (iii) unrealized losses   on derivative instruments, (iv) any current portion of deferred taxes, (v) accrued expenses related to taxes   and interest, (vi) purchased gas adjustment payables and (vii) all amounts set forth opposite the caption   “other current liabilities” on the consolidated balance sheet of the Borrower and its Subsidiaries for the   relevant period).                “Consolidated Tangible Net Assets” means at any date, the total of all assets of the   Borrower Group (including revaluations thereof as a result of commercial appraisals, price level   restatement or otherwise) as set forth on the balance sheet most recently delivered to the Lenders pursuant   to Section 5.01 net of applicable reserves and deductions but excluding goodwill, trade names,   trademarks, unamortized debt discount and all other like intangible assets (which term shall not be   construed to include such revaluations) less the aggregate of the Consolidated Current Liabilities of the   Borrower Group appearing on such balance sheet.                                           5 





 






               “Contractual Obligation” means, as to any Person, any provision of any security issued  by such Person or of any agreement, instrument or other undertaking to which such Person is a party or  by which it or any of its property is bound.              “Control” means the possession, directly or indirectly, of the power to direct or cause the  direction of the management or policies of a Person, whether through the ability to exercise voting power,  by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.              “Credit Event” means a Borrowing.              “Credit Party” means the Administrative Agent or any other Lender.              “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other  liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,  rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States  or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.              “Default” means any event or condition which constitutes an Event of Default or which  upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.              “Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days  of the date required to be funded or paid, to (i) fund any portion of its Loans or (ii) pay over to any Credit  Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such  Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good  faith determination that a condition precedent to funding (specifically identified and including the  particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in  writing, or has made a public statement to the effect, that it does not intend or expect to comply with any  of its funding obligations under this Agreement (unless such writing or public statement indicates that  such position is based on such Lender’s good faith determination that a condition precedent (specifically  identified and including the particular default, if any) to funding a Loan under this Agreement cannot be  satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within  three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in  writing from an authorized officer of such Lender that it will comply with its obligations to fund  prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender  pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance  reasonably satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a  Bankruptcy Event or (ii) a Bail-In Action.               “Disposition” or “Dispose” means the sale, assignment, transfer or other disposition  (including any Sale and Leaseback Transaction and any termination of business lines) of any property by  the Borrower or any of its Subsidiaries to any Person, including any sale, assignment, transfer or other  disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated  therewith.              “Dollars” or “$” refers to lawful money of the United States of America.              “EEA Financial Institution” means (a) any institution established in any EEA Member  Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in  an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or  (c) any institution established in an EEA Member Country which is a subsidiary of an institution  described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.              “EEA Member Country” means any of the member states of the European Union,  Iceland, Liechtenstein, and Norway.                                          6 





 






                 “EEA Resolution Authority” means any public administrative authority or any Person   entrusted with public administrative authority of any EEA Member Country (including any delegee)   having responsibility for the resolution of any EEA Financial Institution.               “Effective Date” means the date on which the conditions specified in Section 4.01 are   satisfied (or waived in accordance with Section 9.02).               “Electronic Signature” means an electronic sound, symbol, or process attached to, or   associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or   accept such contract or record.               “Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®,   ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic   system is owned, operated or hosted by the Administrative Agent and any of its respective Related Parties   or any other Person, providing for access to data protected by passcodes or other security system.               “Environmental Laws” means any and all federal, state, local, and foreign statutes, laws,   regulations, ordinances, rules, judgments, orders, initiatives, decrees, permits, concessions, grants,   franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the   environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human   health or safety or to the release of any Hazardous Materials into the environment, including air emissions   and discharges to waste or public systems.               “Environmental Liability” means any liability, contingent or otherwise (including any   liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the  Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any  Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any  Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any  Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement  pursuant to which liability is assumed or imposed with respect to any of the foregoing.               “Environmental Permit” means any permit, approval, identification number, license or   other authorization required from any Governmental Authority under any Environmental Law.               “Equity Interests” means, with respect to any Person, all of the shares, membership   interests, rights, participations or other equivalents (however designated) of capital stock of (or other   ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the   purchase, acquisition or exchange from such Person of any of the foregoing (including through  convertible securities).               “ERISA” means the Employee Retirement Income Security Act of 1974, as amended   from time to time.               “ERISA Affiliate” means any trade or business (whether or not incorporated) that,   together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or,  solely for purposes of Section 302 of ERISA and Section 412 of the Code, under Section 414(m) or (o) of  the Code.               “ERISA Event” means (a) any reportable event, as defined in Section 4043 of ERISA, or   the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice   period is waived); (b) the existence with respect to any Plan of an “unpaid minimum required  contribution” which means, with respect to any plan year, any minimum required contribution under  Section 430 of the Code for the plan year which is not paid on or before the due date (as determined under   Section 430(j)(1) of the Code) for the plan year; (c) the filing pursuant to Section 412(c) of the Code or  Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to  any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV                                          7 





 






    of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA  Affiliate from the PBGC or a plan administrator of notice of the intention to terminate any Plan or Plans  or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA  Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Borrower or any of  its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any  ERISA Affiliate from any Multiemployer Plan of notice of (i) the imposition upon the Borrower or any of  its ERISA Affiliates of Withdrawal Liability or (ii) a determination that such Multiemployer Plan is, or is  expected to be, insolvent, within the meaning of Title IV of ERISA.               “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published   by the Loan Market Association (or any successor Person), as in effect from time to time.               “Eurodollar”, when used in reference to any Loan or Borrowing, means that such Loan,   or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted   LIBO Rate.               “Event of Default” has the meaning assigned to such term in Article VII.               “Excluded Taxes” means any of the following Taxes imposed on or with respect to a   Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or   measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,   (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office   or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax   (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender,   U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with   respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which  (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment  request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in   each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable   either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a   Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes  attributable to such Recipient’s failure to comply with Section 2.17(f), (d) any U.S. Federal withholding   Taxes imposed under FATCA and (e) any Business and Occupation Taxes imposed by the State of   Washington.               “Existing Indebtedness” means (a) Indebtedness under this Agreement, (b) Indebtedness   of the Borrower or any Subsidiary that is outstanding on the Effective Date and listed on Schedule 1.01(a)   and (c) any Permitted Refinancing Indebtedness thereof.               “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this   Agreement (or any amended or successor version that is substantively comparable and not materially   more onerous to comply with), any current or future regulations or official interpretations thereof and any   agreement entered into pursuant to Section 1471(b)(1) of the Code.               “Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB   based on such day’s federal funds transactions by depository institutions (as determined in such manner   as the NYFRB shall set forth on its public website from time to time) and published on the next   succeeding Business Day by the NYFRB as the federal funds effective rate. For the avoidance of doubt, if   the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes   of this Agreement.               “Financial Officer” means the chief financial officer, principal accounting officer, vice   president finance, treasurer or assistant treasurer of the Borrower.                                           8 





 






                 “Financing Documents” means (i) this Agreement, (ii) any promissory notes issued   pursuant to Section 2.10(e) of this Agreement, (iii) any Interest Hedging Agreements with any Interest   Rate Hedge Bank, (iv) the Security Documents, (v) the Collateral Agency Agreement and (vi) all other   agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to,   or in favor of, the Administrative Agent or any Lenders and including all other pledges, powers of   attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter   whether heretofore, now or hereafter executed by or on behalf of the Borrower, or any employee of the   Borrower, and delivered to the Administrative Agent or any Lender in connection with this Agreement or   the transactions contemplated hereby.  Any reference in this Agreement or any other Financing Document   to a Financing Document shall include all appendices, exhibits or schedules thereto, and all amendments,   restatements, supplements or other modifications thereto, and shall refer to this Agreement or such   Financing Document as the same may be in effect at any and all times such reference becomes operative.               “Fitch” means Fitch Inc., or any successor thereto.               “Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Reform   Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood   Disaster Protection Act of 1973) or any successor statute thereto, as in effect from time to time, (ii) the   Flood Insurance Reform Act of 2004 or any successor statute thereto, as in effect from time to time and   (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 or any successor statute thereto, as in effect   from time to time.                “GAAP” means generally accepted accounting principles in the United States of   America.               “Governmental Authority” means the government of the United States of America, any   other nation or any political subdivision thereof, whether state or local, and any agency, authority,   instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,   judicial, taxing, regulatory or administrative powers or functions of or pertaining to government  (including any supra national bodies such as the European Union or the European Central Bank) and any  group or body charged with setting regulatory capital rules or standards (including the Bank for  International Settlements or the Basel Committee on Banking Supervision or any successor or similar  authority to any of the foregoing).               “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent   or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any   Indebtedness or other monetary obligation payable or performable by another Person (the “Primary   Obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person,   direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such   Indebtedness or other monetary obligation or to purchase (or to advance or supply funds for the purchase   of) any security for the payment thereof, (ii) to purchase or lease property, securities or services for the   purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the   payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working   capital, equity capital or any other financial statement condition or liquidity or level of income or cash   flow of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other   monetary obligation, (iv) as an account party in respect of any letter of credit or letter of guaranty issued   to support such Indebtedness or monetary obligation or (v) entered into for the purpose of assuring in any   other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or   performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b)   any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any   other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person   (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien);   provided that the term “Guarantee” shall not include endorsement for a collection or deposit in the                                           9 





 






     ordinary course of business.  The amount of any Guarantee shall be deemed to be an amount equal to the   stated or determinable amount of the related primary obligation, or portion thereof, in respect of which   such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in   respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb   has a corresponding meaning.               “Hazardous Materials” means all explosive or radioactive substances or wastes and all   hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos  or asbestos-containing materials, toxic mold, polychlorinated biphenyls, radon gas, infectious or medical  wastes and all other such substances or wastes defined in or otherwise regulated as “hazardous” or “toxic”  wastes or substances under applicable Environmental Law.               “Hostile Acquisition” means (a) the acquisition of the Equity Interests of a Person   through a tender offer or similar solicitation of the owners of such Equity Interests which has not been   approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of   such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to   which such approval has been withdrawn.               “Hybrid Debt Securities” means (a) any securities, trust preferred securities, or deferrable   interest subordinated debt, which, in each such case, provides for the optional or mandatory deferral of   interest or distributions, issued by any Borrower Group Member, or (b) Equity Interests of any business   trusts, limited liability companies, limited partnerships or similar entities (i) substantially all of the Equity   Interests of which are owned (either directly or indirectly through one or more Subsidiaries) at all times   by any Borrower Group Member, (ii) that have been formed for the purpose of issuing securities, trust   preferred securities or deferrable interest subordinated debt of the type described in clause (a) above, and   (iii) substantially all the assets of which consist of (x) subordinated debt issued by any Borrower Group   Member, and (y) payments made from time to time on such subordinated debt.               “Immaterial Subsidiary” means any Subsidiary (a) designated on the Effective Date on   Schedule 3.13 or designated as such by the Borrower after the Effective Date in a notice delivered to the   Administrative Agent and (b) whose total assets (excluding intercompany receivables) at the relevant time   of determination have a gross asset value of less than 1% of total assets (excluding intercompany   receivables) of the Borrower and its Subsidiaries on a consolidated basis as set forth on the most recent   financial statements delivered pursuant to Sections 4.01(c) or 5.01(a) and whose total consolidated   revenues for the twelve (12) months ending at the relevant time of determination are less than 1% of total   consolidated revenue of the Borrower and its Subsidiaries as set forth on the most recent financial   statements delivered pursuant to Sections 4.01(c) or 5.01(a); provided that at no time shall all Immaterial   Subsidiaries so designated pursuant to this definition have in the aggregate (x) total assets (excluding   intercompany receivables) at the relevant time of determination having a gross asset value in excess of   5% of total assets (excluding intercompany receivables) of the Borrower and its Subsidiaries on a   consolidated basis as set forth on the most recent financial statements delivered pursuant to Section   4.01(c) or 5.01(a) or (y) total consolidated revenues for the twelve (12) months ending at the relevant time   of determination in excess of 5% of total consolidated revenue of the Borrower and its Subsidiaries on a   consolidated basis as set forth on the most recent financial statements delivered pursuant to Sections   4.01(c) and 5.01(a); provided, further, that (1) in the event that a Subsidiary no longer qualifies as an   Immaterial Subsidiary pursuant to clause (b) above, the Borrower shall advise the Administrative Agent   thereof in a notice delivered to the Administrative Agent and (2) in the event that the Subsidiaries   designated as Immaterial Subsidiaries pursuant to this definition at the relevant time of determination in   the aggregate do not comply with the first proviso in this definition, the Borrower shall designate one of   more of such Subsidiaries as a Subsidiary which is not an Immaterial Subsidiary in a notice delivered to   the Administrative Agent.                                           10 





 






                 “Impacted Interest Period” has the meaning assigned to such term in the definition of   “LIBO Rate”.               “Increasing Lender” has the meaning assigned to such term in Section 2.20.               “Incremental Term Loan” has the meaning assigned to such term in Section 2.20.               “Incremental Term Loan Amendment” has the meaning assigned to such term in   Section 2.20.               “Indebtedness” of any Person means, without duplication, (a) all obligations of such   Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or   similar instruments, including, without limitation, Hybrid Debt Securities, (c) all obligations of such   Person upon which interest charges are customarily paid, (d) all obligations of such Person under   conditional sale or other title retention agreements relating to property acquired by such Person, (e) all   obligations of such Person in respect of the deferred purchase price of property or services (excluding   current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others   secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to   be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness   secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all   Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an   account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or   otherwise, of such Person in respect of bankers’ acceptances, (k) net obligations of such Person under any   Interest Hedging Agreement (the amount of any such net obligation to be the amount that is or would be   payable upon settlement, liquidation, termination or acceleration thereof at the time of calculation), (l) all   Attributable Receivables Indebtedness of such Person, (m) all obligations of such Person under Sale and   Leaseback Transactions and (n) all obligations of such Person to purchase, redeem, retire, defease or   otherwise make any payment in respect of any Redeemable Equity Interests in such Person or any other   Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of   Redeemable Preferred Interests, at the greater of its voluntary or involuntary liquidation preference plus   accrued and unpaid dividends; The Indebtedness of any Person shall include the Indebtedness of any   other entity (including any partnership in which such Person is a general partner) to the extent such   Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such   entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.    For greater certainty, “Indebtedness” shall not include Indebtedness in an amount equal to the aggregate   amount of cash held by the Borrower and its Subsidiaries and included in the cash accounts listed on the   consolidated balance sheet of the Borrower and its Subsidiaries and deposited with the Administrative   Agent for the repayment or refinancing of outstanding Indebtedness of the Borrower and its Subsidiaries   (other than equity securities that are mandatorily redeemable 91 or more days after the Maturity Date and   that are Hybrid Debt Securities or otherwise classified as hybrid securities by Moody’s, S&P and Fitch)  within 90 days of the date of determination; provided that the use thereof is not prohibited by law or any   contract to which the Borrower or any of its Subsidiaries is a party.               “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with   respect to any payment made by the Borrower under any Financing Document and (b) Other Taxes.               “Intercompany Loans” means loans, advances or other extensions of credit by any   member of the Borrower Group to any other member of the Borrower Group.               “Interest Election Request” means a request by the Borrower to convert or continue a   Borrowing in accordance with Section 2.08.               “Interest Hedging Agreements” means any rate swap, cap or collar agreement or similar   arrangement between the Borrower and one or more interest rate hedge providers designed to protect such   Person against fluctuations in interest rates.  For purposes of this Agreement and the other Financing                                          11 





 






     Documents, the Indebtedness at any time of the Borrower under an Interest Hedging Agreement shall be   determined at such time in accordance with the methodology set forth in such Interest Hedging   Agreement.               “Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day   of each March, June, September and December and the Maturity Date and (b) with respect to any   Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a   part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’   duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’   duration after the first day of such Interest Period and the Maturity Date.               “Interest Period” means with respect to any Eurodollar Borrowing, the period   commencing on the date of such Borrowing and ending one week thereafter or on the numerically   corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower   may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such   Interest Period shall be extended to the next succeeding Business Day unless, in the case of a period that   is one, two, three or six months, such next succeeding Business Day would fall in the next calendar   month, in which case such Interest Period shall end on the next preceding Business Day and (b) in the   case of a period that is one, two, three or six months, any Interest Period pertaining to a Eurodollar   Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is   no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last   Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a   Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing,  thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.               “Interest Rate Hedge Bank” means (a) any Person that is a Lender or an Affiliate of a   Lender at the time it enters into an Interest Hedging Agreement or (b) Macquarie Bank Limited to the   extent it enters into an Interest Hedging Agreement, in each case in its capacity as a party thereto.                “Interpolated Rate” means, at any time, for any Interest Period, the rate per annum   determined by the Administrative Agent (which determination shall be conclusive and binding absent   manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the   LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than   the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO   Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.  When   determining the rate for a period which is less than the shortest period for which the LIBO Screen Rate is   available, the LIBO Screen Rate for purposes of paragraph (a) above shall be deemed to be the overnight  screen rate where “overnight screen rate” means the overnight rate determined by the Administrative  Agent from such service as the Administrative Agent may select.               “Investment” means, as to any Person, any direct or indirect acquisition or investment by   such Person, whether by means of (a) the purchase or other acquisition of Equity Interests, Indebtedness   or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or   assumption of Indebtedness of, or purchase or other acquisition of any other debt or Equity Interest in,   another Person, including any partnership or joint venture interest in such other Person or (c) the purchase   or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property   and assets or business of another Person or assets constituting a business unit, line of business or division   of such Person.  For purposes of covenant compliance, the amount of any Investment shall be the amount   actually invested, without adjustment for subsequent increases or decreases in the value of such   Investment.               “IRS” means the United States Internal Revenue Service.                                           12 





 






                “Laws” means, collectively, all international, foreign, federal, state and local statutes,  treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or  authorities, including the interpretation or administration thereof by any Governmental Authority charged  with the enforcement, interpretation or administration thereof, and all applicable administrative orders,  directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental  Authority, in each case whether or not having the force of law.              “Lender Parent” means, with respect to any Lender, any Person as to which such Lender  is, directly or indirectly, a subsidiary.              “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall  have become a Lender hereunder pursuant to Section 2.20 or pursuant to an Assignment and Assumption  or other documentation contemplated hereby, other than any such Person that ceases to be a party hereto  pursuant to an Assignment and Assumption or other documentation contemplated hereby.                “Leverage Ratio” means, as of any date of determination, the ratio of (a) Total Funded  Indebtedness at such date, to (b) Total Capitalization at such date.              “LIBO Rate” means, with respect to any Eurodollar Borrowing and for any applicable  Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two (2) Business Days  prior to the commencement of such Interest Period; provided that, if the LIBO Screen Rate shall not be  available at such time for such Interest Period (the “Impacted Interest Period”), then the LIBO Rate for  such Interest Period shall be the Interpolated Rate.               “LIBO Screen Rate” means, for any day and time, with respect to any Eurodollar  Borrowing and for any Interest Period, the London interbank offered rate as administered by ICE  Benchmark Administration (or any other Person that takes over the administration of such rate) for  Dollars for a period equal in length to such Interest Period as displayed on such day and time on pages  LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not  appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such  rate, or on the appropriate page of such other information service that publishes such rate from time to  time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO  Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this  Agreement.              “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,  encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or  preferential arrangement, of any kind or nature whatsoever (including any conditional sale or other title  retention agreement, any easement, right of way or other encumbrance on title to real property, and any  Capital Lease Obligation having substantially the same economic effect as any of the foregoing).              “LNG Co.” means a wholly owned Subsidiary of the Borrower.              “Loans” means the loans made by the Lenders to the Borrower pursuant to this  Agreement.              “Macquarie” means The Macquarie Capital Group, which includes Macquarie Capital  Group Limited, its direct or indirect subsidiaries, and the funds (or similar vehicles) they manage.              “Management Fees” means, for any period, the aggregate amount of all payments  (including all fees, salaries and other compensation, but excluding amounts payable under Affiliate  Service Agreements) paid or incurred by the Borrower and its Subsidiaries during such period to any of  their Affiliates (including Macquarie) and not otherwise a Restricted Payment; provided that Management  Fees shall not include amounts payable to an Affiliate (i) in its capacity as a Lender pursuant to this  Agreement or any Financing Document, (ii) in its capacity as an interest rate hedge provider pursuant to  an Interest Hedging Agreement to the extent such Interest Hedging Agreement complies with Section                                         13 





 






     6.06(a)(i) or (iii) in its capacity as a lender pursuant to other Indebtedness permitted under this Agreement   to the extent such arrangements comply with Section 6.06(a)(i) and such Affiliate is not an arranger, agent   or underwriter of such Indebtedness.               “Material Adverse Effect” means a material adverse effect on (a) the business, assets,   operations, condition (financial or otherwise) of the Borrower and the Subsidiaries taken as a whole,   (b) the validity or enforceability of this Agreement or any and all other Financing Documents or the rights   or remedies of the Administrative Agent and the Lenders thereunder, (c) the ability of the Borrower to   perform any of its obligations under this Agreement or any Financing Document, or (d) the material rights   or remedies of the Administrative Agent and the Lenders under this Agreement or any Financing   Document.               “Material Communications” means, with respect to any Contractual Obligation, any   communication by the Borrower or any of its Subsidiaries with any Governmental Authority or any party  to such Contractual Obligation regarding an event or circumstance that could reasonably be expected to  result in a Material Adverse Effect.               “Material Indebtedness/Material Swap Obligations” means (a) Indebtedness (other than   the Loans), or (b) obligations in respect of one or more Swap Agreements, of any one or more of the   Borrower and its Subsidiaries, in the case of (a) or (b), in an aggregate principal amount exceeding   $50,000,000.  For purposes of determining Material Indebtedness/Material Swap Obligation, the   “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap   Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements)   that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated   at such time.               “Material Notices” means, with respect to any material Contractual Obligation, any   notice sent or received by the Borrower or any of its Subsidiaries regarding a material event or   circumstance, including the occurrence of any default under such Contractual Obligation or termination of   such Contractual Obligation or any other development that could reasonably be expected to result in a   Material Adverse Effect.               “Maturity Date” means September 26, 2022.               “MIRE Event” means, if there are any Mortgaged Real Properties at such time, any   increase, extension or renewal of any of the Commitments or Loans (including Incremental Term Loans   or any other incremental credit facilities pursuant to Section 2.20 or otherwise, but excluding (i) any   continuation or conversion of Borrowings or (ii) the making of any Loan).               “Mizuho” means Mizuho Bank, Ltd.               “Moody’s” means Moody’s Investors Service, Inc.               “Mortgage” means each mortgage, deed of trust or other agreement which conveys or   evidences a Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, on real property   of the Borrower or any Subsidiary, including any amendment, restatement, modification or supplement   thereto.                “Mortgaged Real Property” means each parcel of real property subject to, or required to   be subject to, pursuant to any Financing Document, a Mortgage.               “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of   ERISA.               “Net Cash Proceeds” means with respect to any Disposition by any member of the   Borrower Group or any issuance of Indebtedness by any member of the Borrower Group, the gross   proceeds of all cash actually received by such Borrower Group Member in connection with such                                          14 





 






     Disposition or issuance; provided that (i) Net Cash Proceeds shall be net of: (a) the amount of any legal,   advisory, title, transfer and recording tax expenses, commissions and other fees and expenses paid by the   Borrower or the applicable Subsidiary in connection with such transaction and (b) any federal, state and   local income or other taxes estimated to be payable by Puget Holdings, the Borrower or the applicable   Subsidiary as a result of such transaction (but only to the extent that such estimated taxes are in fact paid   to the relevant federal, state or local Governmental Authority when due; provided that at the time such   taxes are paid, an amount equal to the amount, if any, by which such estimated taxes exceed the amount   of taxes actually paid shall constitute “Net Cash Proceeds” for all purposes hereunder), (ii) with respect to   any Disposition, Net Cash Proceeds shall be net of any repayments by the Borrower or the applicable   Subsidiary of Indebtedness to the extent that (x) such Indebtedness is secured by a Lien permitted by   Section 6.01 on the Property that is the subject of such Disposition and (y) the transferee of (or holder of a   Lien on) such Property requires that such Indebtedness be repaid, (iii) for all Dispositions, Net Cash   Proceeds shall be net of any earn out or other similar obligation owed by the Borrower or applicable   Subsidiary in connection with the acquisition thereof, (iv) Net Cash Proceeds shall be net of any reserve   for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP   and (y) any liabilities (other than taxes deducted pursuant to clause (b) above) associated with such asset   or assets and retained by any Borrower Group Member after such sale or other disposition thereof,   including pension and other postemployment benefit liabilities and liabilities related to environmental   matters or with respect to any indemnification obligations associated with such transaction, and it being   understood that “Net Cash Proceeds” shall include (A) any cash or Cash Equivalents received upon the  Disposition of any non-cash consideration by any Borrower Group Member in any such Disposition and  (B) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding  amount) of any reserve described in this clause (iv) or if such liabilities have not been satisfied in cash  and the remaining amount of such reserve is not reversed within 365 days after such Disposition, the  remaining amount of such reserve and (v) if the applicable cash payments are in the first instance received  by a Subsidiary that is not a wholly-owned Subsidiary, the related Net Cash Proceeds shall be net of the  proportionate share of the common Equity Interests of such Subsidiary (and of any intermediate  Subsidiary) owned by Persons that are not wholly-owned Subsidiaries of the Borrower.               “Non-U.S. Lender” means a Lender that is not a U.S. Person.               “NYFRB” means the Federal Reserve Bank of New York.               “NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in   effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is   not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are   published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds   transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds   broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be   less than zero, such rate shall be deemed to be zero for purposes of this Agreement.               “Obligations” means all unpaid principal of and accrued and unpaid interest on the   Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations   and indebtedness (including interest and fees accruing during the pendency of any bankruptcy,   insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such   proceeding), obligations and liabilities of the Borrower to any of the Lenders, the Administrative Agent or   any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter,   direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or   unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred   under this Agreement or any of the other Financing Documents or to the Lenders or any of their Affiliates   under any Swap Agreement or any Banking Services Agreement or in respect of any of the Loans made   or reimbursement or other obligations incurred or any other instruments at any time evidencing any   thereof.                                          15 





 






               “OFAC” means the Office of Foreign Assets Control of the U.S. Department of the  Treasury.              “Operating Company” means PSE and each other Subsidiary of the Borrower other than  any Immaterial Subsidiary and, for the avoidance of doubt, the term Operating Company shall include  Puget Western, Inc.              “Operating Company Credit Agreement” means any credit agreement, loan agreement,  reimbursement agreement, indenture, supplemental indenture or other agreement evidencing Indebtedness  that is entered into by PSE or any other Operating Company.              “Organizational Documents” means, (a) with respect to any corporation, the certificate or  articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect  to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles  of formation or organization and operating agreement or limited liability company agreement; and (c)  with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint  venture or other applicable agreement of formation or organization and any agreement, instrument, filing  or notice with respect thereto filed in connection with its formation or organization with the applicable  Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any  certificate or articles of formation or organization of such entity.              “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a  result of a present or former connection between such Recipient and the jurisdiction imposing such Tax  (other than connections arising from such Recipient having executed, delivered, become a party to,  performed its obligations under, received payments under, received or perfected a security interest under,  engaged in any other transaction pursuant to or enforced any Financing Document, or sold or assigned an  interest in any Loan or Financing Document).              “Other Hedging Agreements” means any swap, cap or collar agreement or similar  arrangement entered into by any Borrower Group Member designed to protect any Borrower Group  Member against fluctuations in currency exchange rates or commodity prices.              “Other Taxes” means any present or future stamp, court, documentary, intangible,  recording, filing or similar excise or property Taxes that arise from any payment made under, from the  execution, delivery, performance, enforcement or registration of, or from the registration, receipt or  perfection of a security interest under, or otherwise with respect to, any Financing Document, except any  such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an  assignment under Section 2.19(b)).              “Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight  federal funds and overnight Eurodollar borrowings by U.S.–managed banking offices of depository  institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website  from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight  bank funding rate (from and after such date as the NYFRB shall commence to publish such composite  rate).              “Parent” means the Person that is the direct owner of 100% of the Equity Interests of the  Borrower, which as of the Effective Date, is Puget Equico LLC, a Washington limited liability company;  provided that the Parent shall be a direct or indirect wholly-owned Subsidiary of Puget Holdings.              “Parent Holdco” means the Person that is the direct owner of 100% of the Equity  Interests of the Parent.              “Participant” has the meaning assigned to such term in Section 9.04.              “Participant Register” has the meaning assigned to such term in Section 9.04(c).                                          16 





 






               “Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law  October 26, 2001)).              “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in  ERISA and any successor entity performing similar functions.              “Permitted Acquisition” means an acquisition consummated by the Borrower directly or  through a wholly-owned direct or indirect Subsidiary of the Borrower (including any newly formed  wholly-owned direct or indirect Subsidiary of the Borrower (a “Newco”)), of all or substantially all, of the  assets of or shares or other Equity Interests in a Person, or division or line of business of a Person (other  than inventory, leases, materials and equipment in the ordinary course of business), in each case that is  engaged in substantially the same general line of business or businesses as those in which the Borrower  (not including any of its Subsidiaries for this purpose) is engaged or businesses reasonably related,  complementary or ancillary thereto; provided that:              (i)  such acquisition shall be consensual and shall have been approved by the board of        directors (or similar governing body) of the Person whose Equity Interests or assets are proposed        to be acquired and shall not have been preceded by an unsolicited tender offer for such Equity        Interests by, or proxy contest initiated by, Borrower or any of its Subsidiaries;              (ii)  in the event that such acquisition results in a merger, amalgamation or consolidation        of the Borrower, the Borrower shall be the surviving corporation;              (iii)  an Authorized Officer of the Borrower shall have delivered a certificate substantially        in the form of Exhibit J, attesting to the Solvency of the Borrower and its Subsidiaries (taken as a        whole, including the acquired Person or assets, after giving effect to such acquisition);              (iv)  any Liens assumed in connection with such acquisition are otherwise permitted       under Section 6.01;              (v)  [reserved];              (vi)  [reserved];               (vii)   no Default or Event of Default shall exist immediately prior to such acquisition or,       after giving effect to such acquisition, shall have occurred and be continuing, or would result       from the consummation of the proposed acquisition; and              (viii)  the Borrower and the Subsidiaries are in compliance, on a pro forma basis       reasonably acceptable to the Administrative Agent after giving effect to such acquisition (but       without giving effect to any synergies or cost savings), with the covenant contained in       Section 6.09 recomputed as of the last day of the most recently ended fiscal quarter of the        Borrower for which financial statements are available, as if such acquisition (and any related        incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be        amortized over the applicable testing period in accordance with its terms) had occurred on the        first day of each relevant period for testing such compliance and, if the aggregate consideration        paid in respect of such acquisition exceeds $500,000,000, the Borrower shall have delivered to        the Administrative Agent a certificate of a Financial Officer of the Borrower to such effect,        together with all relevant financial information, statements and projections requested by the        Administrative Agent.              “Permitted Collateral Liens” means Liens of the type specified in Section 6.01(e), (m),  (n), (p), and (u).              “Permitted Holders” means the Persons listed on Schedule 1.01(b) hereto.              “Permitted Refinancing Indebtedness” means any Indebtedness of any Borrower Group  Member, as applicable, issued in exchange for, or the Net Cash Proceeds of which are used to refund,                                         17 





 






   refinance, replace, defease or discharge Existing Indebtedness; provided, that such Indebtedness shall not  be required to reduce any commitment with respect to such Existing Indebtedness; and provided further,  that:              (i)  The principal amount (or accreted value, if applicable) of such Permitted Refinancing       Indebtedness does not exceed the principal amount (or accreted value, if applicable) of and any       unfunded commitment under the Indebtedness extended, refinanced, renewed, replaced, defeased       or refunded (plus (x) all refinancing fees and expenses incurred in connection therewith        including, without limitation, underwriting fees, closing fees, agency fees, premiums, make-       whole amounts or original issue discount and LIBO breakage costs due in accordance with       Section 2.16 of this Agreement and other reasonable out-of-pocket expenses incurred by the        Borrower and (y) an amount equal to any termination payment paid pursuant to an Interest        Hedging Agreement which has been terminated by the Borrower in connection with the        incurrence of any Permitted Refinancing Indebtedness);              (ii)  Such Permitted Refinancing Indebtedness has weighted average life to maturity equal       to or greater than the weighted average life to maturity of, the Indebtedness being extended,       refinanced, renewed, replaced, defeased or refunded;              (iii)  If the Indebtedness being extended, refinanced, renewed, replaced, defeased or       refunded is subordinated in right of payment to this Agreement, such Permitted Refinancing       Indebtedness is subordinated in right of payment to this Agreement on terms, taken as whole, at       least as favorable to the Lenders as the subordination terms contained in the documentation       governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;       provided that a certificate of an Authorized Officer of the Borrower is delivered to the        Administrative Agent at least five (5) Business Days (or such shorter period as the Administrative        Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a        reasonably detailed description of the material terms and conditions of such subordination terms        or drafts of the documentation relating thereto, stating that the Borrower has determined in good        faith that such terms and conditions satisfy the foregoing requirement, and such certificate shall        be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless        the Administrative Agent notifies the Borrower within such period that it disagrees with such        determination (including a reasonable description of the basis upon which it disagrees);              (iv)  Such Indebtedness is incurred by the Person who is the obligor on the Indebtedness        being extended, refinanced, renewed, replaced, defeased or refunded;              (v)  The Permitted Refinancing Indebtedness is not secured by any Collateral not granted       to the holders of the Indebtedness being financed, renewed, replaced, defeased or refunded; and              (vi)  Such Permitted Refinancing Indebtedness shall have terms which shall be no more       restrictive taken as a whole, and shall not, taken as a whole, be materially less favorable, in any       respect on the Borrower or the Operating Companies than the provisions of the Indebtedness       being refinanced, renewed, replaced, defeased or refunded; provided, however, that the foregoing        requirements shall not apply to pricing terms in respect of any Indebtedness being so refinanced        so long as such pricing is consistent with then-prevailing market pricing.              “Person” means any natural person, corporation, limited liability company, trust, joint  venture, association, company, partnership, Governmental Authority or other entity.              “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)  subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and  in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under  Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.                                          18 





 






               “Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic  transmission system.              “Pledge Agreement” means the Amended and Restated Pledge Agreement, dated as of  February 6, 2009 and amended and restated as of March 31, 2010, from Puget Equico LLC, as pledgor to  Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time), a copy of  which is attached hereto as Exhibit K.              “Preferred Interests” means, with respect to any Person, Equity Interests issued by such  Person that are entitled to a preference or priority over any other Equity Interests issued by such Person  upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.              “Prime Rate” means the interest rate most recently published in the Money Rates section  of The Wall Street Journal from time to time as the Prime Rate in the U.S. or, if The Wall Street Journal  ceases to quote such rate, the most current per annum interest rate published by the Board of Governors of  the Federal Reserve System in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as  the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as  reasonably determined by the Administrative Agent) or any similar release by the Board of Governors of  the Federal Reserve System (as reasonably determined by the Administrative Agent).  Any change in such  prime rate  shall take effect at the opening of business on the day specified in the public announcement of  such change.               “Pro Forma Basis” means, with respect to any event, that the Borrower is in compliance  on a pro forma basis with the applicable covenant, calculation or requirement herein recomputed as if the  event with respect to which compliance on a Pro Forma Basis is being tested had occurred on the first day  of the four fiscal quarter period most recently ended on or prior to such date for which financial  statements have been delivered pursuant to Section 5.01.              “Property” means any right or interest in or to property of any kind whatsoever, whether  real or personal, or mixed and whether tangible or intangible, and including, for the avoidance of doubt,  revenues and contractual rights.              “PSE” means Puget Sound Energy, Inc., a Washington corporation.              “Puget Holdings” means Puget Holdings LLC, a Delaware limited liability company.              “Receivables Facility” means any receivables or securitization facility or facilities made  available to the Borrower or any of its Subsidiaries pursuant to which assets and related security are sold,  pledged or otherwise transferred to certain investors or creditors either directly, or indirectly through one  or more special purpose entities.              “Recipient” means (a) the Administrative Agent and (b) any Lender, as applicable.              “Redeemable” means, with respect to any Equity Interest, any such Equity Interest that  (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a  sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer  or (b) is redeemable at the option of the holder.              “Register” has the meaning assigned to such term in Section 9.04(b).              “Regulatory Approval” means (a) any authorization, consent, approval, license, ruling,  permit, tariff, certification, waiver, exemption, filing required by chapter 80.08 or 80.12 RCW, variance,  order, judgment or decree of, by, or by any Borrower Group Member, the Parent, Parent Holdco (to the  extent such Person is not Puget Holdings) or Puget Holdings with, (b) any required notice by any  Borrower Group Member, (c) any declaration containing material obligations of any Borrower Group  Member made by or filed with, or (d) any Borrower Group Member registration by or with, any  Governmental Authority.                                         19 





 






                 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates   and the respective directors, officers, employees, agents, advisors and representatives of such Person and  such Person’s Affiliates.               “Required Lenders” means (a) Lenders holding more than 50% of the Aggregate   Commitments or (b) if all Commitments have been terminated or reduced to zero, Lenders holding more   than 50% of the principal amount of the aggregate outstanding Loans.               “Restricted Payment” means any dividend or other distribution (whether in cash,   securities or other property, other than common Equity Interests in the Borrower) on account of any   Equity Interest of any Borrower Group Member, or any payment (whether in cash, securities or other   property), including any sinking fund or similar deposit, on account of the purchase, redemption,   retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account   of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Persons   thereof); provided that payments made to Affiliates pursuant to transactions permitted by Section 6.06(a)   shall not constitute Restricted Payments.               “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial   Services LLC business.               “Sale and Leaseback Transaction” means any sale or other transfer of any property or   asset by any Person with the intent to lease such property or asset as lessee.               “Sanctioned Country” means, at any time, a country, region or territory which is itself the   subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and  Syria).               “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related   list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations   Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the   United Kingdom, Global Affairs Canada or other relevant sanctions authority, (b) any Person operating,   organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person   or Persons described in the foregoing clauses (a) or (b).               “Sanctions” means all economic or financial sanctions or trade embargoes imposed,   administered or enforced from time to time by (a) the U.S. government, including those administered by   OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union,  any European Union member state, Her Majesty’s Treasury of the United Kingdom, Global Affairs  Canada or other relevant sanctions authority.               “SEC” means the United States Securities and Exchange Commission.               “Secured Obligations” has the meaning assigned thereto in the Collateral Agency   Agreement.               “Secured Parties” means, collectively, the Agents, the Lenders, the Interest Rate Hedge   Banks and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant   to this Agreement.               “Security Agreement” means the Amended and Restated Borrower Security Agreement,   dated as of February 6, 2009 and as amended and restated as of March 31, 2010 and as further amended   as of February 10, 2012, between the Borrower and the Collateral Agent (as amended, restated,   supplemented or otherwise modified from time to time), a copy of which is attached hereto as Exhibit L.               “Security Documents” means, collectively, the Security Agreement, the Pledge   Agreement and any other security agreements, pledge agreements or other similar agreements delivered to   the Agents, the Lenders and the Interest Rate Hedge Banks, and any other agreements, instruments or                                          20 





 






     documents that create or purport to create a Lien in favor of the Collateral Agent for the benefit of the  Secured Parties.               “Senior Debt Rating” means at any date, the credit rating identified by S&P, Moody’s or   Fitch as the credit rating which (a) it has assigned to long term secured senior debt of the Borrower or   (b) it would assign to long term secured senior debt of the Borrower were the Borrower to issue or have   outstanding any long term secured senior debt on such date.               “Solvent” means, in reference to the Borrower, (a) the fair value of the assets of the   Borrower, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise;  (b) the present fair saleable value of the property of the Borrower will be greater than the amount that will  be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or   otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower will be able   to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become   absolute and matured; and (d) the Borrower will not have unreasonably small capital with which to   conduct the business in which it is engaged as such business is now conducted and is proposed to be   conducted after the Effective Date.               “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of   which is the number one and the denominator of which is the number one minus the aggregate of the   maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)   expressed as a decimal established by the Board to which the Administrative Agent is subject for   eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).    Such reserve percentages shall include those imposed pursuant to such Regulation D of the Board.    Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve   requirements without benefit of or credit for proration, exemptions or offsets that may be available from   time to time to any Lender under such Regulation D of the Board or any comparable regulation.  The   Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in   any reserve percentage.               “Subordinated Indebtedness” means any Indebtedness of the Borrower or any Subsidiary   the payment of which is subordinated to payment of the obligations under the Financing Documents.                “subsidiary” means, with respect to any Person (the “parent”) at any date, any   corporation, limited liability company, partnership, association or other entity the accounts of which   would be consolidated with those of the parent in the parent’s consolidated financial statements if such   financial statements were prepared in accordance with GAAP as of such date, as well as any other   corporation, limited liability company, partnership, association or other entity (a) of which securities or   other ownership interests representing more than 50% of the equity or more than 50% of the ordinary   voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of   such date, owned, Controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or  one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.               “Subsidiary” means any subsidiary of the Borrower.               “Swap Agreement” means any agreement with respect to any swap, forward, future or   derivative transaction or option or similar agreement involving, or settled by reference to, one or more   rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing   indices or measures of economic, financial or pricing risk or value or any similar transaction or any   combination of these transactions; provided that no phantom stock or similar plan providing for payments   only on account of services provided by current or former directors, officers, employees or consultants of  the Borrower or the Subsidiaries shall be a Swap Agreement.                “Syndication Agent” means CoBank, ACB, in its capacity as syndication agent for the   term loan facility evidenced by this Agreement.                                          21 





 






                 “Tax-Free Debt” means Indebtedness of PSE to a state, territory or possession of the   United States or any political subdivision thereof issued in a transaction in which such state, territory,   possession or political subdivision issued obligations the interest on which is excludable from gross   income pursuant to the provisions of Section 103 of the Code (or similar provisions), as in effect at the   time of issuance of such obligations, and debt to a bank issuing a letter of credit with respect to the  principal of or interest on such obligations.               “Taxes” or “Tax” means any present or future taxes, levies, imposts, duties, deductions,   withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any   interest, additions to tax or penalties applicable thereto.               “Term Loan” has the meaning assigned to such term in Section 2.01(a).               “Total Capitalization” means, at any time, the sum, without duplication, of (a) Total   Shareholders’ Equity at such time and (b) Total Funded Indebtedness at such time.               “Total Funded Indebtedness” means, for the Borrower and its Subsidiaries, without   duplication, on a consolidated basis, the sum of (a) all Indebtedness of such Person for borrowed money,   except to the extent such Indebtedness is “non-recourse” to such Person or recourse for payment of such   Indebtedness is limited to specific assets of such Person (whether or not included on a consolidated   balance sheet of such Person), (b) the principal portion of all obligations of such Person under Capital   Lease Obligations, (c) all unreimbursed obligations relative to the face amount of all letters of credit   issued to support Indebtedness of the kinds referred to in clauses (a) and (b) above, (d) all Guarantees of   such Person with respect to Indebtedness and obligations of the type described in clauses (a) through   (c) hereof of another Person; provided that such Guarantees are required to be reported as liabilities on a   balance sheet of such Person prepared in accordance with GAAP (and without duplication of any liability  already appearing as a liability on such balance sheet); and provided, further that, in the event a Guarantee   is limited as to dollar amount, such Guarantee shall not exceed such limitation and (e) all Indebtedness   and obligations of the type described in clauses (a), (b), and (c) hereof of another Person, secured by a   Lien on any property of such Person whether or not such Indebtedness or obligations has been assumed   by such Person.  Notwithstanding the foregoing, Total Funded Indebtedness (i) shall not include (x) trust  preferred securities, if any, (y) interest on Indebtedness that is accrued in the ordinary course of business  and (z) any intercompany Indebtedness between the Borrower and any of its Subsidiaries or among any of  its Subsidiaries and (ii) shall include intercompany Indebtedness (or Equity Interests having the  characteristics of Indebtedness) owing to any direct or indirect parent of the Borrower.               “Total Shareholders’ Equity” means, at any time, the amount of total common   shareholders’ equity of the Borrower and its Subsidiaries (determined on a consolidated basis without   duplication in accordance with GAAP) plus (a) the cumulative non-cash mark-to-market charges (net of   taxes) recognized by the Borrower and its Subsidiaries in all periods; minus (b) the cumulative non-cash   mark-to-market gains (net of taxes) recognized by the Borrower and its Subsidiaries in all periods in each  case calculated exclusive of the effect on the Borrower’s accumulated other comprehensive income/loss  of the ongoing application of Accounting Standards Codification Topic 815.                 “Transactions” means the execution, delivery and performance by the Borrower of this   Agreement and the other Financing Documents, the borrowing of Loans and other credit extensions and   the use of the proceeds thereof.               “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of   interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the   Adjusted LIBO Rate or the Alternate Base Rate.               “UCC” means the Uniform Commercial Code as in effect from time to time in the State   of New York or any other state the laws of which are required to be applied in connection with the issue   of perfection of security interests.                                          22 





 






                 “Unliquidated Obligations” means, at any time, any Secured Obligations (or portion   thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that   is:  (a) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it;   (b) any other obligation (including any guarantee) that is contingent in nature at such time; or (c) an   obligation to provide collateral to secure any of the foregoing types of obligations.               “U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30)   of the Code.               “U.S. Tax Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).               “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete   or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of   Title IV of ERISA.               “Withholding Agent” means the Borrower and the Administrative Agent.               “Write-Down and Conversion Powers” means, with respect to any EEA Resolution   Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time   under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion   powers are described in the EU Bail-In Legislation Schedule.               SECTION 1.02.  Classification of Loans and Borrowings.  For purposes of this   Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”).  Borrowings   also may be classified by Type (e.g., a “Eurodollar Borrowing”).                SECTION 1.03.  Terms Generally.  The definitions of terms herein shall apply equally to   the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall   include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and   “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be   construed to have the same meaning and effect as the word “shall”.  The word “law” shall be construed as   referring to all statutes, rules, regulations, codes and other laws (including official rulings and   interpretations thereunder having the force of law or with which affected Persons customarily comply),   and all judgments, orders and decrees, of all Governmental Authorities.  Unless the context requires  otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall  be construed as referring to such agreement, instrument or other document as from time to time amended,  restated, supplemented or otherwise modified (subject to any restrictions on such amendments,  restatements, supplements or modifications set forth herein), (b) any definition of or reference to any  statute, rule or regulation shall be construed as referring thereto as from time to time amended,  supplemented or otherwise modified (including by succession of comparable successor laws), (c) any   reference herein to any Person shall be construed to include such Person’s successors and assigns (subject   to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any   other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words  “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this  Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles,  Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and  Schedules to, this Agreement, (f) the words “asset” and “property” shall be construed to have the same  meaning and effect and to refer to any and all tangible and intangible assets and properties, including  cash, securities, accounts and contract rights, and (g) all actions by specified officers of a Person shall be  deemed to be taken by such specified officer solely in such specified officer’s capacity as such officer.                SECTION 1.04.  Accounting Terms; GAAP; Pro Forma Calculations.  (a) Except as   otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in  accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the                                          23 





 






     Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the   effect of any change occurring after the date hereof in GAAP or in the application thereof on the   operation of such provision (or if the Administrative Agent notifies the Borrower that the Required   Lenders request an amendment to any provision hereof for such purpose) (including, without limitation,   any change in GAAP resulting in any operating lease being reclassified as a capital lease), regardless of   whether any such notice is given before or after such change in GAAP or in the application thereof, then   such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such   change shall have become effective until such notice shall have been withdrawn or such provision   amended in accordance herewith.  Notwithstanding any other provision contained herein, all terms of an   accounting or financial nature used herein shall be construed, and all computations of amounts and ratios   referred to herein shall be made (i) except with respect to the revaluation of Indebtedness or liabilities to   the extent reflected on the Borrower’s audited consolidated balance sheet for the fiscal year ending   December 31, 2016, without giving effect to any election under Accounting Standards Codification 825-  10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a   similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at   “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect   of convertible debt instruments under Accounting Standards Codification 470-20 (or any other   Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to   value any such Indebtedness in a reduced or bifurcated manner as described therein, and such   Indebtedness shall at all times be valued at the full stated principal amount thereof.                (b)  All pro forma computations required to be made hereunder giving effect to any  acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction  shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma  computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence  or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any  other such transaction consummated since the first day of the period covered by any component of such  pro forma computation and on or prior to the date of such computation) as if such transaction had  occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent  fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or   5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter   included in the financial statements referred to in Section 3.07(a)), and, to the extent applicable, to the   historical earnings and cash flows associated with the assets acquired or disposed of (but without giving   effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in   accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a  floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be  calculated as if the rate in effect on the date of determination had been the applicable rate for the entire  period (taking into account any Swap Agreement applicable to such Indebtedness).                SECTION 1.05.  Status of Obligations.  In the event that the Borrower shall at any time   issue or have outstanding any Subordinated Indebtedness, the Borrower shall take all such actions as shall   be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in   respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to   have and exercise any payment blockage or other remedies available or potentially available to holders of   senior indebtedness under the terms of such Subordinated Indebtedness.  Without limiting the foregoing,   the Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness”   and words of similar import under and in respect of any indenture or other agreement or instrument under   which such Subordinated Indebtedness is outstanding and are further given all such other designations as   shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may   have and exercise any payment blockage or other remedies available or potentially available to holders of   senior indebtedness under the terms of such Subordinated Indebtedness.                                          24 





 






                                      ARTICLE II                                                                               The Credits               SECTION 2.01.  Loans.  Subject to the terms and conditions set forth herein, each Lender   agrees to make a term loan (a “Term Loan”, each a “Loan” and collectively the “Loans”) to the Borrower   in Dollars in a single drawing on the Effective Date in an aggregate principal amount of its Commitment   with respect to the Loans.  Amounts repaid or prepaid in respect of Loans may not be reborrowed.  The   Commitment of each Lender shall immediately and automatically terminate upon the earlier of (i) at 3:00   p.m., New York City time, on the Effective Date and (ii) the making of the Loans pursuant to this  Section.                  SECTION 2.02.  Loans and Borrowings. (a) Each Loan shall be made as part of a   Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their   respective Commitments.  The failure of any Lender to make any Loan required to be made by it shall not   relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are   several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.                    (b)   Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR   Loans or Eurodollar Loans as the Borrower may request in accordance herewith; provided that, except to   the extent the Administrative Agent shall have received an indemnification substantially consistent with   the terms of Section 2.16 not less than three (3) Business Days prior to the Effective Date, all Borrowings   made on the Effective Date must be made as ABR Borrowings but may be converted into Eurodollar   Borrowings in accordance with Section 2.08.  Each Lender at its option may make any Eurodollar Loan   by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case   of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the   same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of   the Borrower to repay such Loan in accordance with the terms of this Agreement.                (c)   At the commencement of each Interest Period for any Eurodollar Borrowing,  such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than  $5,000,000.  At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate  amount that is an integral multiple of $100,000 and not less than $1,000,000.  Borrowings of more than  one Type may be outstanding at the same time; provided that there shall not at any time be more than a   total of eight (8) Eurodollar Borrowings outstanding.                (d)   Notwithstanding any other provision of this Agreement, the Borrower shall not   be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested   with respect thereto would end after the Maturity Date.                SECTION 2.03.  Method of Borrowing.  To request the initial Borrowing, the Borrower   shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar  Borrowing subject to Section 2.02(b), not later than 1:00 p.m., New York City time, three (3) Business   Days before the Effective Date or (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New   York City time, one (1) Business Day before the Effective Date.  Any such telephonic Borrowing Request   shall be irrevocable and shall be confirmed promptly by electronic transmission to the Administrative   Agent of a written Borrowing Request in the form attached hereto as Exhibit B and signed by the   Borrower.  Any such telephonic and written Borrowing Request shall specify the following information in   compliance with Section 2.02:                (i)  the aggregate amount of the requested Borrowing;                                           25 





 






                 (ii)  the date of such Borrowing, which shall be a Business Day (which date thereafter         shall be the Effective Date);               (iii)  whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;               (iv)  in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable         thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and               (v)  the location and number of the Borrower’s account to which funds are to be        disbursed, which shall comply with the requirements of Section 2.07.   If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR   Borrowing.  If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then   the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Promptly   following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall   advise each Lender of the details thereof and of the amount of such Lender’s Commitment and Loan to be   made as part of the requested Borrowing.               SECTION 2.04.  [Reserved].                SECTION 2.05.  [Reserved].                  SECTION 2.06.  [Reserved].                 SECTION 2.07.  Funding of Borrowings.  (a)  Each Lender shall make each Loan to be   made by it hereunder on the Effective Date by wire transfer of immediately available funds by 12:00   noon, New York City time, to the account of the Administrative Agent most recently designated by it for   such purpose by notice to the Lenders in an amount equal to such Lender’s Commitment.  The   Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts   so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable   Borrowing Request.                  Unless the Administrative Agent shall have received notice from a Lender prior to the  proposed Effective Date that such Lender will not make available to the Administrative Agent such  Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such  share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon   such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has   not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the   applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on   demand such corresponding amount with interest thereon, for each day from and including the date such   amount is made available to the Borrower to but excluding the date of payment to the Administrative   Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate   determined by the Administrative Agent in accordance with banking industry rules on interbank   compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans.  If such   Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s   Loan included in such Borrowing.                SECTION 2.08.  Interest Elections. (a) Each Borrowing initially shall be of the Type   specified in the initial Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial   Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convert   such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar   Borrowing, may elect Interest Periods therefor, all as provided in this Section.  The Borrower may elect   different options with respect to different portions of the affected Borrowing, in which case each such                                           26 





 






     portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and   the Loans comprising each such portion shall be considered a separate Borrowing.                    To make an election pursuant to this Section, the Borrower shall notify the  Administrative Agent of such election by telephone by the time that a Borrowing Request would be  required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such   election to be made on the effective date of such election.  Each such telephonic Interest Election Request   shall be irrevocable and shall be confirmed promptly by electronic transmission to the Administrative   Agent of a written Interest Election Request in the form attached hereto as Exhibit I and signed by the   Borrower.  Notwithstanding any contrary provision herein, this Section shall not be construed to permit   the Borrower to (i) elect an Interest Period for Eurodollar Loans that does not comply with   Section 2.02(d) or (ii) convert any Borrowing to a Borrowing of a Type not available under the   Commitments pursuant to which such Borrowing was made.                  Each telephonic and written Interest Election Request shall specify the following   information in compliance with Section 2.02:                (i)  the Borrowing to which such Interest Election Request applies and, if different        options are being elected with respect to different portions thereof, the portions thereof to be        allocated to each resulting Borrowing (in which case the information to be specified pursuant to        clauses (iii) and (iv) below shall be specified for each resulting Borrowing);               (ii)  the effective date of the election made pursuant to such Interest Election Request,        which shall be a Business Day;               (iii)  whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar        Borrowing; and               (iv)  if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be        applicable thereto after giving effect to such election, which Interest Period shall be a period        contemplated by the definition of the term “Interest Period”.  If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest  Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.                 Promptly following receipt of an Interest Election Request, the Administrative Agent  shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.                  If the Borrower fails to deliver a timely Interest Election Request with respect to a   Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such   Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be   converted to an ABR Borrowing.  Notwithstanding any contrary provision hereof, if an Event of Default   has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so   notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing   may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar   Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.                SECTION 2.09.  [Reserved].                  SECTION 2.10.  Repayment of Loans; Evidence of Debt. The Borrower hereby   unconditionally promises to pay to the Administrative Agent for the account of each Lender the then   unpaid principal amount of each Loan on the Maturity Date.                                             27 





 






                   Each Lender shall maintain in accordance with its usual practice an account or  accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by  such Lender, including the amounts of principal and interest payable and paid to such Lender from time to  time hereunder.                  The Administrative Agent shall maintain accounts in which it shall record (i) the  amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the  amount of any principal or interest due and payable or to become due and payable from the Borrower to  each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder  for the account of the Lenders and each Lender’s share thereof.                  The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this   Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein;   provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any   error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in   accordance with the terms of this Agreement.                  Any Lender may request that Loans made by it be evidenced by a promissory note in   substantially the form of Exhibit F.  In such event, the Borrower shall prepare, execute and deliver to such   Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its   registered assigns) and in a form approved by the Administrative Agent.  Thereafter, the Loans evidenced   by such promissory note and interest thereon shall at all times (including after assignment pursuant to   Section 9.04) be represented by one or more promissory notes in such form payable to the payee named   therein.                SECTION 2.11.  Prepayment of Loans.  The Borrower shall have the right at any time   and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance   with the provisions of this Section.  The Borrower shall notify the Administrative Agent by telephone   (confirmed by an electronic transmission in the form of Exhibit N attached hereto) of any prepayment   hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York   City time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an   ABR Borrowing, not later than 1:00 p.m., New York City time, one (1) Business Day before the date of   prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date and the   principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of   prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of   other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the   Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.    Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall  advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an  amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in   Section 2.02.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the   prepaid Borrowing.  Prepayments shall be payable without penalty or premium and shall be accompanied   by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to   Section 2.16.                SECTION 2.12.  Fees.  The Borrower agrees to pay to the Administrative Agent, for its   own account, fees payable in the amounts and at the times separately agreed upon between the Borrower   and the Administrative Agent. All fees payable hereunder shall be paid on the dates due, in immediately   available funds, to the Administrative Agent for distribution to the applicable Lenders.  Fees paid shall   not be refundable under any circumstances.                                           28 





 






                 SECTION 2.13.  Interest. (a) The Loans comprising each ABR Borrowing shall bear   interest at the Alternate Base Rate plus the Applicable Rate.                  The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted  LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.                  Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or   other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon   acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a   rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise   applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any  other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.                  Accrued interest on each Loan shall be payable in arrears on each Interest Payment  Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be   payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the   principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and   (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period   therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.                  All interest hereunder shall be computed on the basis of a year of 360 days, except that   interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based   on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in   each case shall be payable for the actual number of days elapsed (including the first day but excluding the   last day).  The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by   the Administrative Agent, and such determination shall be conclusive absent manifest error.                SECTION 2.14.  Alternate Rate of Interest.  (a)  If prior to the commencement of any   Interest Period for a Eurodollar Borrowing:                (i)  the Administrative Agent determines (which determination shall be conclusive and        binding absent manifest error) that adequate and reasonable means do not exist for ascertaining        the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, because        the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; or               (ii)  the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO        Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly        reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan)        included in such Borrowing for such Interest Period;   then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or  telecopy or electronic transmission as promptly as practicable thereafter and, until the Administrative  Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer  exist (and the Administrative Agent shall use commercially reasonable efforts to provide such notice  promptly following such circumstances no longer existing as determined by the Administrative Agent in  its sole discretion (or, in the case of clause (ii) above, promptly following the Administrative Agent being  advised thereof by the Required Lenders)), (i) any Interest Election Request that requests the conversion  of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective  and any such Eurodollar Borrowing shall be repaid on the last day of the then current Interest Period  applicable thereto and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing  shall be made as an ABR Borrowing.                                           29 





 






           (b)   If at any time the Administrative Agent determines (which determination shall be   conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such   circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not   arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority   having jurisdiction over the Administrative Agent has made a public statement identifying a specific date   after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the   Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the   LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of   interest for syndicated loans in the United States at such time, and shall enter into an amendment to this   Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as   may be applicable.  Notwithstanding anything to the contrary in Section 9.02, such amendment shall   become effective without any further action or consent of any other party to this Agreement so long as the   Administrative Agent shall not have received, within five Business Days of the date notice of such   alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating   that such Required Lenders object to such amendment.  Until an alternate rate of interest shall be   determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii)   of the first sentence of this Section 2.14(b), only to the extent the LIBO Screen Rate for such Interest   Period is not available or published at such time on a current basis), (x) any Interest Election Request that   requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar   Borrowing shall be ineffective, and (y) if any Borrowing Request requests a Eurodollar Borrowing, such   Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be   less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.               SECTION 2.15.  Increased Costs; Illegality.  (a) If any Change in Law shall:                (i)  impose, modify or deem applicable any reserve, special deposit, liquidity or similar        requirement (including any compulsory loan, requirement, insurance charge or other assessment)        against assets of, deposits with or for the account of, or credit extended by, any Lender (except        any such reserve requirement reflected in the Adjusted LIBO Rate);               (ii)  impose on any Lender or the London interbank market any other condition, cost or        expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender;        or              (iii)  subject any Recipient to any Taxes on its loans, loan principal, letters of credit,        commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable        thereto (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the        definition of Excluded Taxes and (C) Connection Income Taxes);  and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient  of making, continuing, converting into or maintaining any Loan (or of maintaining its obligation to make  any such Loan) or to increase the cost to such Lender or such other Recipient to reduce the amount of any  sum received or receivable by such Lender or such other Recipient hereunder (whether of principal,  interest or otherwise), then the Borrower will pay to such Lender or such other Recipient, as the case may  be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the  case may be, for such additional costs incurred or reduction suffered.                 If any Lender determines that any Change in Law regarding capital or liquidity  requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the  capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made  by such Lender to a level below that which such Lender or such Lender’s holding company could have  achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of  such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time                                           30 





 






     the Borrower will pay to such Lender, such additional amount or amounts as will compensate such   Lender or such Lender’s holding company for any such reduction suffered.                  A certificate of a Lender setting forth the amount or amounts necessary to compensate   such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this   Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower   shall pay such Lender, as the case may be, the amount shown as due on any such certificate within ten   (10) days after receipt thereof.                  Failure or delay on the part of any Lender to demand compensation pursuant to this  Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that   the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased   costs or reductions incurred more than 270 days prior to the date that such Lender, as the case may be,   notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such   Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise   to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be   extended to include the period of retroactive effect thereof.                  If any Lender determines that any Law has made it unlawful, or that any   Governmental Authority has asserted that it is unlawful, for any Lender or its lending office to make,   maintain or fund Loans whose interest is determined by reference to the LIBO Rate, or to determine or   charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material   restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the   London interbank market, then, on notice thereof by such Lender to the Borrower through the   Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to   convert ABR Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of   such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to   the LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such   Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without   reference to the LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies   the Administrative Agent and the Borrower that the circumstances giving rise to such determination no   longer exist.  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a   copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender   to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such   illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of   the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully   continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully   continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender   determining or charging interest rates based upon the LIBO Rate, the Administrative Agent shall during   the period of such suspension compute the Alternate Base Rate applicable to such Lender without   reference to the LIBO Rate component thereof until the Administrative Agent is advised in writing by   such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon   the LIBO Rate (and such Lender shall use commercially reasonable efforts to provide such notice   promptly following such circumstances no longer existing as determined by such Lender in its sole   discretion).  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the   amount so prepaid or converted.                SECTION 2.16.  Break Funding Payments.  In the event of (a) the payment of any   principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto   (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11),   (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable                                          31 





 






   thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in  any notice delivered pursuant hereto (regardless of whether such notice may be revoked under  Section 2.11 and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other  than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower  pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss,  cost and expense attributable to such event.  Such loss, cost or expense to any Lender shall be deemed to  include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which  would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted  LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to  the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or  continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of  interest which would accrue on such principal amount for such period at the interest rate which such  Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars of a  comparable amount and period from other banks in the eurodollar market.  A certificate of any Lender  setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall  be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such  Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.               SECTION 2.17.  Taxes.  (a) Withholding of Taxes; Gross-Up.  Each payment by the  Borrower under any Financing Document shall be made without withholding for any Taxes, unless such  withholding is required by any law.  If any Withholding Agent determines, in its sole discretion exercised  in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and  shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance  with applicable law.  If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall  be increased as necessary so that, net of such withholding (including such withholding applicable to  additional amounts payable under this Section), the applicable Recipient receives the amount it would  have received had no such withholding been made.                 Payment of Other Taxes by the Borrower.  The Borrower shall timely pay any Other  Taxes to the relevant Governmental Authority in accordance with applicable law.                 Evidence of Payments.  As soon as practicable after any payment of Indemnified  Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative  Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such  payment, a copy of the return reporting such payment or other evidence of such payment reasonably  satisfactory to the Administrative Agent.                 Indemnification by the Borrower.  The Borrower shall indemnify each Recipient for  any Indemnified Taxes that are paid or payable by such Recipient in connection with any Financing  Document (including amounts paid or payable under this Section 2.17(d)) and any reasonable expenses  arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally  imposed or asserted by the relevant Governmental Authority.  The indemnity under this Section 2.17(d)  shall be paid within ten (10) days after the Recipient delivers to the Borrower a certificate stating the  amount of any Indemnified Taxes so paid or payable by such Recipient and describing the basis of the  indemnity claim.  Such certificate shall be conclusive of the amount so payable absent manifest error.   Such Recipient shall deliver a copy of such certificate to the Administrative Agent.                 Indemnification by the Lenders.  Each Lender shall severally indemnify the  Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that the  Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without  limiting the obligation of the Borrower to do so) attributable to such Lender that are paid or payable by                                         32 





 






   the Administrative Agent or the Borrower (as applicable) in connection with any Financing Document  and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were  correctly or legally imposed or asserted by the relevant Governmental Authority.  The indemnity under  this Section 2.17(e) shall be paid within ten (10) days after the Administrative Agent delivers to the  applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative  Agent.  Such certificate shall be conclusive of the amount so paid or payable absent manifest error.                Status of Lenders.  (i) Any Lender that is entitled to an exemption from, or reduction  of, any applicable withholding Tax with respect to any payments under any Financing Document shall  deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the  Borrower or the Administrative Agent, such properly completed and executed documentation prescribed  by law or reasonably requested by the Borrower or the Administrative Agent as will permit such  payments to be made without, or at a reduced rate of, withholding.  In addition, any Lender, if requested  by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or  reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the  Administrative Agent to determine whether or not such Lender is subject to any withholding (including  backup withholding) or information reporting requirements.  Notwithstanding anything to the contrary in  the preceding two sentences, the completion, execution and submission of such documentation (other than  such documentation set forth in Section 2.17(f)(ii) (A) through (E) below) shall not be required if in the  Lender’s judgment such completion, execution or submission would subject such Lender to any material  unreimbursed cost or expense or would materially prejudice the legal or commercial position of such  Lender.  Upon the reasonable request of the Borrower or the Administrative Agent, any Lender shall  update any form or certification previously delivered pursuant to this Section 2.17(f).  If any form or  certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in  any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days  after such expiration, obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in  writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally  eligible to do so.               (ii)  Without limiting the generality of the foregoing, if the Borrower is a U.S. Person,       any Lender with respect to the Borrower shall, if it is legally eligible to do so, deliver to the       Borrower and the Administrative Agent (in such number of copies reasonably requested by the       Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a       party hereto, duly completed and executed copies of whichever of the following is applicable:                    (A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that              such Lender is exempt from U.S. federal backup withholding tax;                    (B) in the case of a Non-U.S. Lender claiming the benefits of an income tax              treaty to which the United States is a party (1) with respect to payments of interest under              any Financing Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing              an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the              “interest” article of such tax treaty and (2) with respect to any other applicable payments              under any Financing Document, IRS Form W-8BEN or W-8BEN-E, as applicable,               establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to              the “business profits” or “other income” article of such tax treaty;                    (C) in the case of a Non-U.S. Lender for whom payments under any Financing              Document constitute income that is effectively connected with such Lender’s conduct of              a trade or business in the United States, IRS Form W-8ECI;                    (D) in the case of a Non-U.S. Lender claiming the benefits of the exemption for             portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN or W-                                        33 





 






                 8BEN-E, as applicable, and (2) a certificate substantially in the form of Exhibit G (a               “U.S. Tax Certificate”) to the effect that such Lender is not (a) a “bank” within the              meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the              Borrower within the meaning of Section 881(c)(3)(B) of the Code, (c) a “controlled              foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a              trade or business in the United States with which the relevant interest payments are              effectively connected;                     (E) in the case of a Non-U.S. Lender that is not the beneficial owner of payments              made under this Agreement (including a partnership or a participating Lender) (1) an IRS              Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A),               (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such               beneficial owner or partner of such partnership if such beneficial owner or partner were a               Lender; provided, however, that if the Lender is a partnership and one or more of its               partners are claiming the exemption for portfolio interest under Section 881(c) of the               Code, such Lender may provide a U.S. Tax Certificate on behalf of such partners; or                     (F) any other form prescribed by law as a basis for claiming exemption from, or a              reduction of, U.S. federal withholding Tax together with such supplementary              documentation necessary to enable the Borrower or the Administrative Agent to              determine the amount of Tax (if any) required by law to be withheld.               (iii)  If a payment made to a Lender under any Financing Document would be subject to        U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the        applicable reporting requirements of FATCA (including those contained in Section 1471(b) or        1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the        time or times prescribed by law and at such time or times reasonably requested by the        Withholding Agent, such documentation prescribed by applicable law (including as prescribed by        Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by        the Withholding Agent as may be necessary for the Withholding Agent to comply with its        obligations under FATCA, to determine whether such Lender is in compliance with such        Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and        withhold from such payment.  Solely for purposes of this Section 2.17(f)(iii), “FATCA” shall         include any amendments made to FATCA after the date of this Agreement.                 Treatment of Certain Refunds.  If any party determines, in its sole discretion exercised   in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to   this Section 2.17 (including additional amounts paid pursuant to this Section 2.17), it shall pay to the   indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made   under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses  (including any Taxes) of such indemnified party and without interest (other than any interest paid by the  relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request  of such indemnified party, shall repay to such indemnified party the amount paid to such indemnified  party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the  relevant Governmental Authority) in the event such indemnified party is required to repay such refund to  such Governmental Authority.  Notwithstanding anything to the contrary in this Section 2.17(g), in no   event will any indemnified party be required to pay any amount to any indemnifying party pursuant to   this Section 2.17(g) if such payment would place such indemnified party in a less favorable position (on a   net after-Tax basis) than such indemnified party would have been in if the indemnification payments or  additional amounts giving rise to such refund had never been paid.  This Section 2.17(g) shall not be   construed to require any indemnified party to make available its Tax returns (or any other information   relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.                                           34 





 






                 SECTION 2.18.  Payments Generally; Allocations of Proceeds; Pro Rata Treatment;   Sharing of Set-offs.                   The Borrower shall make each payment required to be made by it hereunder (whether   of principal, interest or fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior   to 12:00 noon, New York City time on the date when due, in immediately available funds, without set-off   or counterclaim.  Any amounts received after such time on any date may, in the discretion of the   Administrative Agent, be deemed to have been received on the next succeeding Business Day for   purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at  its offices at Mizuho Bank, Ltd. 1800 Plaza Ten, Harborside Financial Center, Jersey City, NJ 07311,  except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons   entitled thereto.  The Administrative Agent shall distribute any such payments received by it for the   account of any other Person to the appropriate recipient promptly following receipt thereof.  If any   payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be   extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest   thereon shall be payable for the period of such extension.  All payments hereunder shall be made in   Dollars.                  Subject to the terms of the Collateral Agency Agreement, any proceeds of Collateral  received by the Administrative Agent (i) not constituting a specific payment of principal, interest, fees or  other sum payable under the Financing Documents (which shall be applied as specified by the Borrower)  or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or  the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or  expense reimbursements including amounts then due to the Administrative Agent from the Borrower,  second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower, third, to  pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans and any  other amounts owing with respect to Banking Services Obligations ratably, and fifth, to the payment of  any other Secured Obligation due to the Administrative Agent or any Lender by the Borrower.   Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the  Borrower, or unless a Default is in existence, none of the Administrative Agent or any Lender shall apply  any payment which it receives to any Eurodollar Loan, except on the expiration date of the Interest Period  applicable to any such Eurodollar Loan, and, in any event, the Borrower shall pay the break funding  payment required in accordance with Section 2.16.  The Administrative Agent and the Lenders shall have   the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and   payments to any portion of the Secured Obligations.                  At the election of the Administrative Agent, all payments of principal, interest, fees,  premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses  pursuant to Section 9.03), and other sums payable under the Financing Documents, may be paid from the   proceeds of Borrowings made hereunder whether made following a request by the Borrower pursuant to   Section 2.03 or a deemed request as provided in this Section.  The Borrower hereby irrevocably   authorizes the Administrative Agent to make a Borrowing for the purpose of paying each payment of   principal, interest and fees as it becomes due hereunder or any other amount due under the Financing   Documents and agrees that all such amounts charged shall constitute Loans and that all such Borrowings   shall be deemed to have been requested pursuant to Section 2.03.                  If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,  obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender  receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest  thereon than the proportion received by any other Lender, then the Lender receiving such greater  proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent                                          35 





 






     necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance   with the aggregate amount of principal of and accrued interest on their respective Loans; provided that   (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is   recovered, such participations shall be rescinded and the purchase price restored to the extent of such   recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any   payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement   or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in   any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate   thereof (as to which the provisions of this paragraph shall apply).  The Borrower consents to the foregoing   and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a   participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off   and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the   Borrower in the amount of such participation.                  Unless the Administrative Agent shall have received notice from the Borrower prior to   the date on which any payment is due to the Administrative Agent for the account of the applicable   Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume   that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon   such assumption, distribute to the applicable Lenders the amount due.  In such event, if the Borrower has   not in fact made such payment, then each of the applicable Lenders, as the case may be, severally agrees   to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with   interest thereon, for each day from and including the date such amount is distributed to it to but excluding   the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a   rate determined by the Administrative Agent in accordance with banking industry rules on interbank   compensation.                 If any Lender shall fail to make any payment required to be made by it pursuant to  Section 2.07(b), 2.18(e) or 9.03(c) then the Administrative Agent may, in its discretion (notwithstanding   any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for   the account of such Lender and for the benefit of the Administrative Agent to satisfy such Lender’s   obligations to it under such Section until all such unsatisfied obligations are fully paid and/or (ii) hold any   such amounts in a segregated account over which the Administrative Agent shall have exclusive control   as cash collateral for, and application to, any future funding obligations of such Lender under any such   Section; in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative   Agent in its discretion.                SECTION 2.19.  Mitigation Obligations; Replacement of Lenders. (a) If any Lender   requests compensation under Section 2.15, or the Borrower is required to pay any additional amount to   any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then   such Lender shall use reasonable efforts to designate a different lending office for funding or booking its   Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or   affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or   reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would   not subject such Lender to any unreimbursed cost or expense and would not otherwise be   disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses  incurred by any Lender in connection with any such designation or assignment.                  If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is   required to pay any additional amount to any Lender or any Governmental Authority for the account of   any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower   may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such                                          36 





 






     Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions   contained in Section 9.04), all its interests, rights and obligations under the Financing Documents to an   assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts   such assignment); provided that (i) the Borrower shall have received the prior written consent of the   Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have   received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,   accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such   outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and   (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or   payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such   compensation or payments.  A Lender shall not be required to make any such assignment and delegation   if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the   Borrower to require such assignment and delegation cease to apply.                SECTION 2.20.  Expansion Option.  The Borrower may from time to time elect to enter   into a maximum of three additional tranches of term loans (each an “Incremental Term Loan”), in each   case in minimum increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount   of all such Incremental Term Loans does not exceed $100,000,000.  The Borrower may arrange for any   tranche to be provided by one or more Lenders (each Lender so agreeing to participate in such   Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or   other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”;   provided that no Ineligible Institution may be an Augmenting Lender), to participate in such Incremental   Term Loans; provided that (i) each Increasing Lender and Augmenting Lender shall be subject to the   approval of the Borrower and the Administrative Agent, which, in the case of the Administrative Agent,   shall not be unreasonably withheld and (ii) (x) in the case of an Increasing Lender, the Borrower and such  Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case   of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially   in the form of Exhibit D hereto.  No consent of any Lender (other than the Lenders participating in any   Incremental Term Loan) shall be required for any Incremental Term Loan pursuant to this Section 2.20.    Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed   by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders,   and the Administrative Agent shall notify each Lender thereof.  Notwithstanding the foregoing, no   tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the   proposed date of the effectiveness of Incremental Term Loans, (A) the conditions set forth in   paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the   Administrative Agent shall have received a certificate to that effect dated such date and executed by a   Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis   reasonably acceptable to the Administrative Agent) with the covenant contained in Section 6.09 and   (ii) the Administrative Agent shall have received documents consistent with those delivered on the   Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving   effect to Incremental Term Loans.  On the effective date of any Incremental Term Loans being made,   each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative   Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the   benefit of the other Lenders, as being required in order to cause, after giving effect to the use of such   amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all   the Lenders to equal its Applicable Percentage of such outstanding Loans.  The Incremental Term Loans   (a) shall rank pari passu in right of payment with the Loans, (b) shall not mature earlier than the Maturity   Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and   in any event no more favorably than) the Loans; provided that (i) the terms and conditions applicable to   any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material   additional or different financial or other covenants or prepayment requirements applicable only during                                          37 





 






     periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the   Loans.  Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an   “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Financing   Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each   Augmenting Lender participating in such tranche, if any, and the Administrative Agent.  The Incremental   Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this   Agreement and the other Financing Documents as may be necessary or appropriate, in the reasonable   opinion of the Administrative Agent, to effect the provisions of this Section 2.20.  Nothing contained in   this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender   to provide Incremental Term Loans at any time. In connection with any Incremental Term Loans pursuant   to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents   and agreements as the Administrative Agent may reasonably request and (2) in the case of any   Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of   America, provide to the Administrative Agent, its name, address, tax identification number and/or such   other information as shall be necessary for the Administrative Agent to comply with “know your   customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act   and the Beneficial Ownership Regulation.                SECTION 2.21.  Defaulting Lenders.  Notwithstanding any provision of this Agreement   to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for   so long as such Lender is a Defaulting Lender, the Commitment and Loans of such Defaulting Lender   shall not be included in determining whether the Required Lenders have taken or may take any action   hereunder (including any consent to any amendment, waiver or other modification pursuant to   Section 9.02); provided, that this Section 2.21 shall not apply to the vote of a Defaulting Lender in the   case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender   directly affected thereby.                SECTION 2.22.  [Reserved].                  SECTION 2.23.  MIRE Events. Notwithstanding anything to the contrary set forth herein,   no MIRE Event may be closed until the date that is (a) if there are no Mortgaged Real Properties in a   “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency   Management Agency (or any successor agency), ten (10) Business Days or (b) if there are any Mortgaged   Real Properties in a “special flood hazard area”, thirty (30) days, after the  Collateral Agent as the  Administrative Agent has delivered to the Lenders the following documents in respect of such real  property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is  located in a “special flood hazard area”, (A) a notification to the Borrower or any of its Subsidiaries of  that fact and (if applicable) notification to the Borrower or any Subsidiary, as applicable, that flood  insurance coverage is not available and (B) evidence of the receipt by the Borrower or any Subsidiary, as  applicable, of such notice; and (iii) if required by applicable Flood Insurance Laws, evidence of required  flood insurance with respect to which flood insurance has been made available under applicable Flood  Insurance Laws; provided that any such MIRE Event may be closed prior to such period expiring if the  Administrative Agent and the Collateral Agent shall have received confirmation from each Lender that  such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction.                                     ARTICLE III                                                                        Representations and Warranties         The Borrower hereby represents and warrants to the Lenders that.                                           38 





 






                 SECTION 3.01.  Existence, Qualification and Power; Compliance with Laws.  The   Borrower, and each of the Operating Companies and, in the case of clause (e) only, each of the other   Subsidiaries, of the Borrower, (a) is a Person duly organized or formed, validly existing under the Laws   of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own   or lease its material assets and carry on its business and (ii) in the case of the Borrower, execute, deliver   and perform its obligations under the Financing Documents to which it is a party, (c) is duly organized   and validly existing under the Laws of the jurisdiction of its incorporation or organization and of each   other jurisdiction where its ownership, lease or operation of material Properties or the conduct of its   business as now conducted requires such qualification, (d) is in compliance in all material respects with   all Laws, orders, writs, injunctions and orders and (e) has all requisite Regulatory Approvals to own its   material Properties and operate its business as currently conducted, in the case of the foregoing clauses (c)   through (e), except for such matters that could not reasonably be expected to result in a Material Adverse   Effect.                SECTION 3.02.  Binding Effect.  This Agreement and each other Financing Document   has been duly executed and delivered by the Borrower.  This Agreement and each other Financing   Document constitute the legal, valid and binding obligation of Borrower enforceable against the Borrower   in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by   general principles of equity.                SECTION 3.03.  Authorization; No Contravention.  The execution, delivery and   performance by the Borrower of this Agreement and each other Financing Document are within the   Borrower’s corporate or other powers, have been duly authorized by all necessary corporate or other   organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s   Organizational Documents, (b) conflict with or result in any breach or contravention of, or the creation of   any Lien under (other than as permitted by Section 6.01), or require any payment to be made under (i) any   Contractual Obligation to which the Borrower or any of its Subsidiaries is a party or affecting the  Borrower or any of its Subsidiaries or the properties of the Borrower or any of its Subsidiaries or (ii) any  material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which  the Borrower or any of its Subsidiaries or any of their property is subject or (c) violate any applicable  Law, in the case of the foregoing clauses (b) and (c), except for such matters that could not reasonably be  expected to result in a Material Adverse Effect.                SECTION 3.04.  Governmental Authorization; Other Consents.  Other than as specified   in Schedule 3.04, there is no Regulatory Approval and there is no approval, consent, exemption,   authorization, or other action by, or notice to, or filing with any other Person that is necessary or required  in connection with (a) the execution, delivery or performance by, or enforcement against, the Borrower of  this Agreement or any other Financing Document to which it is a party and the consummation of the  transactions contemplated hereby and thereby or (b) the ability of the Operating Companies to operate  their businesses as currently operated, except for the Regulatory Approvals and the other approvals,  consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken,  given or made and are in full force and effect.                SECTION 3.05.  Taxes.  The income tax of the Borrower and its Subsidiaries is included   in a consolidated tax return for U.S. federal income tax purposes, of which Puget Holdings is the  “common parent” (within the meaning of Section 1504 of the Code) of such group.          Each Borrower Group Member has filed all tax returns and reports required to be filed, and has  paid all income taxes and other material taxes, assessments, fees and other governmental charges levied  or imposed upon it or its properties, income or assets otherwise due and payable, except in each case  those (a) which are not yet due and payable, or (b) which are being contested in good faith by appropriate                                          39 





 






     proceedings diligently conducted and for which adequate reserves have been provided in accordance with   GAAP.                SECTION 3.06.  No Default.  Neither the Borrower nor any Subsidiary is in default   under or with respect to, any material Contractual Obligation, except for any such default which could not   reasonably be expected to result in a Material Adverse Effect.  No Default has occurred and is continuing.                SECTION 3.07.  Financial Statements; No Material Adverse Effect.  (a) The financial   statements furnished pursuant to Section 4.01(c) fairly present in all material respects the financial   condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations for the   period covered thereby in accordance with GAAP, consistently applied throughout the periods covered   thereby.  As of the date of such financial statements, (i) there has been no sale, transfer or other   disposition by the Borrower or any of its Subsidiaries of any material part of the business or Property of   the Borrower and its Subsidiaries, taken as a whole, (ii) there has been no purchase or other acquisition by   the Borrower or any of its Subsidiaries of any business or Property (including any Equity Interests of any   other Person) material in relation to the consolidated financial condition of the Borrower and its  consolidated Subsidiaries (taken as a whole) and (iii) the Borrower and the Operating Companies did not  have any material contingent liabilities, material liabilities for Taxes, material and unusual forward or  long-term commitments or material and unrealized or anticipated losses from any unfavorable  commitments, except as referred to or reflected or provided for in such financial statements or as arising  solely from the execution and delivery of the Financing Documents, in each case, which is not reflected in  the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to  the Lenders prior to the Effective Date.                  The forecasts (if any) of consolidated balance sheets, income statements and cash flow  statements of the Borrower and its Subsidiaries for each fiscal year ending after the Effective Date until  the Maturity Date, copies of which have been furnished to the Administrative Agent prior to the Effective  Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the  assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation  of such forecasts and no representation or warranty is made as to the actual attainability of any such  forecasts.                  Since December 31, 2018, there has been no event or circumstance, either individually   or in the aggregate, that has resulted in or could reasonably be expected to result in, on or after the   Effective Date, a Material Adverse Effect.                SECTION 3.08.  Ranking.  The Financing Documents and the Secured Obligations   evidenced thereby rank and will at all times rank at least pari passu with all other senior, secured   Indebtedness of the Borrower, whether now existing or hereafter outstanding, except other senior, secured   Indebtedness to the extent secured by Liens permitted by Section 6.01 (other than Liens created by any of   the Security Documents).                SECTION 3.09.  Ownership of Assets.  (a) (i) Each Borrower Group Member owns and   (to the extent applicable) has good and defensible title to its material Properties and assets, in each case   free and clear of all Liens other than Liens permitted pursuant to Section 6.01 and (ii) each Borrower   Group Member has good and defensible title in fee simple to, or valid leasehold or license interests in, or   easements or other limited property interests in, all material real property necessary in the ordinary   conduct of its business, free and clear of all Liens except for Liens permitted pursuant to Section 6.01,   and, in each case, subject to such exceptions, defects and qualifications as do not (x) affect the value of   any such properties of such Borrower Group Member in any material respect or (y) affect the use made or                                           40 





 






     proposed to be made of such properties by the Borrower or any such Operating Company in any material   respect.                  Other than the security interests, if any, granted to the Collateral Agent for the ratable  benefit of the Secured Parties pursuant to the Security Documents, no Borrower Group Member has  pledged, assigned, sold, granted a Lien on or security interest in, or otherwise conveyed any of its  Properties, assets or revenues, other than Liens permitted pursuant to Section 6.01 or Dispositions not   precluded by this Agreement.                SECTION 3.10.  No Other Business.  The Borrower has not engaged in any business and   has not incurred any liabilities other than (a) directly relating to its direct ownership of PSE and its direct   or indirect ownership of the other Operating Companies and Immaterial Subsidiaries and (b) as otherwise  not prohibited under the Financing Documents.                SECTION 3.11.  Insurance.  All insurance required to be obtained by the Borrower   Group Members pursuant to Section 5.08 has been obtained and is in full force and effect, and all   premiums then due and payable on all such insurance have been paid.                SECTION 3.12.  Disclosure.                    No report, financial statement, certificate or other written information (including the   Information Memorandum) furnished by or on behalf of the Borrower or any of its Subsidiaries to the   Administrative Agent or any Lender in connection with the transactions contemplated hereby and the   negotiation of this Agreement or delivered hereunder or any other Financing Documents (as modified or   supplemented by other information so furnished) at the time so furnished when taken as a whole contains   any material misstatement of fact or omits to state any material fact necessary to make the statements   therein, in the light of the circumstances under which they were made, not materially misleading, except   as could not reasonably be expected to result in a Material Adverse Effect; provided that with respect to   any projected financial information, forecasts, estimates or forward-looking information, the Borrower   represents only that such information and materials have been prepared in good faith on the basis of the   assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation   of such forecasts, and no representation or warranty is made as to the actual attainability of any such   forecasts.                  As of the Effective Date, to the best knowledge of the Borrower, the information  included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any  Lender in connection with this Agreement is true and correct in all respects.                SECTION 3.13.  Subsidiaries; Equity Interests.  (a)  As of the Effective Date, the   Borrower has no other Subsidiaries other than those listed in Schedule 3.13(a).  All of the outstanding   Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and all  Equity Interests owned by the Borrower are owned free and clear of all Liens except those, if any, created  under the Security Documents and Liens permitted by Section 6.01.  As of the Effective Date, Schedule   3.13(b) (a) sets forth the name and jurisdiction of each such Subsidiary and (b) sets forth the ownership   interest of the Borrower and any other Subsidiary in each such Subsidiary, including the percentage of   such ownership; provided that the Borrower hereby represents that it owns, directly, 100% of the Equity   Interests of PSE.                SECTION 3.14.  No Dividend Restrictions.  Except as set forth in Schedule 3.14 or as   permitted by this Agreement, there are no contractual or regulatory restrictions limiting the ability of any                                           41 





 






     Operating Company from making distributions, dividends or other return on capital to the Borrower in an   amount sufficient to satisfy the Obligations under the Financing Documents.                SECTION 3.15.  Litigation.  There are no actions, suits, proceedings, disputes or known   claims pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in   equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its   Subsidiaries or against any of their properties or revenues, except as set forth in Schedule 3.15, or which   individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.                SECTION 3.16.  Solvency.  Prior to and after giving effect to the transactions   contemplated by the Financing Documents, the Borrower, on a consolidated basis with its Subsidiaries, is   Solvent.                SECTION 3.17.  Margin Regulations; Investment Company Act; USA PATRIOT Act.                  The Borrower is not engaged nor will it engage, principally or as one of its important  activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation T, U  and X issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.                  No Borrower Group Member is or, after giving effect to the transactions contemplated  hereby, will be an “investment company” as defined in and subject to regulation under the Investment  Company Act of 1940.                  The making of the Loans and the use of the proceeds thereof shall not violate the   Trading With the Enemy Act, as amended, or any of the foreign assets control regulations of the U.S.   Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or   executive order relating thereto and each Borrower Group Member is in compliance with the U.S.   Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With   Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49, 079 (2001)) (the   “Anti-Terrorism Order”) and the provisions of the Patriot Act.                  On and after the Effective Date, the Borrower is a “holding company” within the  meaning of Section 1262(8) of the Public Utility Holding Company Act of 2005 (“PUHCA”) by reason of  its direct or indirect ownership of one or more “public-utility companies” within the meaning of Section  1262(14) of PUHCA.  The Borrower has filed with the federal Energy Regulatory Commission a  notification of its “holding company” status pursuant to 18 C.F.R. § 366.4(a) (2005).  On and after the  Effective Date, the Borrower and certain of its subsidiaries qualifies for waiver, pursuant to 18 C.F.R. §  366.3(c), of the PUHCA accounting, record-retention, and filing requirements at 18 C.F.R. §§ 366.21,  366.22, and 366.23, or are otherwise exempt from such requirements pursuant to 18 C.F.R. § 366.3(a).                SECTION 3.18.  ERISA Compliance.  (a) Except as could not, either individually or in   the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance   with the applicable provisions of ERISA, the Code and other federal or state Laws.                  (i) No ERISA Event has occurred during the five-year period prior to the date on  which this representation is made or deemed made with respect to any Plan or Multiemployer Plan; (ii)   neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability  (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result  in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan; and (iii) neither the  Borrower nor any ERISA Affiliate has engaged in a transaction that could reasonably be subject to  Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses (i) through (iii)                                           42 





 






     of this Section 3.18(b), as could not reasonably be expected, individually or in the aggregate, to result in a   Material Adverse Effect.                SECTION 3.19.  Environmental Compliance.  Except as expressly set forth in the Annual   Report:                (a) Except as specified in Schedule 3.19, there are no claims, actions, suits, or   proceedings in respect of or affecting the Borrower or any of its Subsidiaries (or any of their respective   Properties) alleging potential liability or responsibility for violation of, or otherwise relating to, any   Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a   Material Adverse Effect.                 Except as specified in Schedule 3.19, the properties owned, leased or operated by the   Operating Companies do not contain any Hazardous Materials in amounts or concentrations which (i)   constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could give rise to   liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in   the aggregate, could reasonably be expected to result in a Material Adverse Effect.                  Except as specified in Schedule 3.19, none of the Operating Companies is undertaking,   and has not completed, either individually or together with other potentially responsible parties, any   investigation or assessment or remedial or response action relating to any actual or threatened release,   discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or   pursuant to the order of any Governmental Authority or the requirements of any Environmental Law   except for such investigation or assessment or remedial or response action that, individually or in the  aggregate, could not reasonably be expected to result in a Material Adverse Effect.                  Except as specified in Schedule 3.19, all Hazardous Materials generated, used, treated,   handled or stored at, or transported to or from, any property currently or formerly owned or operated by   any of the Operating Companies have been disposed of in a manner not reasonably expected to result,   individually or in the aggregate, in a Material Adverse Effect.                  Except as set forth in Schedule 3.19, and except as could not reasonably be expected to   result, individually or in the aggregate, in a Material Adverse Effect, none of the Operating Companies   has contractually assumed, with a Governmental Authority or otherwise, any liability or obligation under   or relating to any Environmental Law.                SECTION 3.20.  Labor Disputes.  No labor dispute with the Borrower or any of its   Subsidiaries exists or is imminent that, individually or in the aggregate, could reasonably be expected to   result in a Material Adverse Effect.                SECTION 3.21.  Affiliate Transactions.  Except as specified on Schedule 3.21 or   permitted by Section 6.06, no Borrower Group Member has, directly or indirectly, entered into any   transaction since June 30, 2019 or that is in effect on June 30, 2019 and that is otherwise permitted  hereunder with or for the benefit of any Affiliate.                SECTION 3.22.  Collateral.  All filings and other actions necessary to perfect the security   interest in the Collateral created under the Security Documents have been duly made or taken and are in   full force and effect, and the Security Documents create in favor of the Collateral Agent for the benefit of  the Secured Parties are valid and, together with such filings and other actions, perfected first priority  security interest in the Collateral (subject to Permitted Collateral Liens), securing the payment of the  Secured Obligations, and all filings and other actions necessary to perfect such security interest have been                                           43 





 






     duly taken.  Puget Equico and the Borrower are the legal and beneficial owners of the Collateral free and   clear of any Lien, except for Liens permitted under Section 6.01.                SECTION 3.23.  Anti-Corruption Laws and Sanctions.  The Borrower has implemented   and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its   Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and   applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and   to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws  and applicable Sanctions in all material respects.  None of (a) the Borrower, any Subsidiary or to the  knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or  (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any  capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.   No Borrowing, use of proceeds or other Transactions will violate any Anti-Corruption Law or applicable  Sanctions.                SECTION 3.24.  EEA Financial Institutions. Neither the Borrower nor any of its   Subsidiaries is an EEA Financial Institution.                                     ARTICLE IV                                                                               Conditions               SECTION 4.01.  Effective Date.  The obligations of the Lenders to make Loans   hereunder shall not become effective until the date on which each of the following conditions is satisfied   (or waived in accordance with Section 9.02):                  The Administrative Agent (or its counsel) shall have received from each party hereto   either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence   satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a   signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.                  The Administrative Agent shall have received a favorable written opinion (addressed  to the Administrative Agent and the Lenders and dated the Effective Date) of Perkins Coie LLP, counsel  for the Borrower, in form and substance reasonably acceptable to the Administrative Agent, and covering  such other matters relating to the Borrower, the Financing Documents or the Transactions as the  Administrative Agent shall reasonably request.  The Borrower hereby requests such counsel to deliver  such opinion.                  The Lenders shall have received (i) satisfactory audited consolidated financial   statements of the Borrower for the two most recent fiscal years ended prior to the Effective Date as to   which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial  statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial  statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are   publicly available.                  The Administrative Agent shall have received (i) such documents and certificates as  the Administrative Agent or its counsel may reasonably request relating to the organization, existence and  good standing of the Borrower, the authorization of the Transactions and any other legal matters relating  to the Borrower, the Financing Documents or the Transactions, all in form and substance satisfactory to  the Administrative Agent and its counsel and as further described in the list of closing documents attached  as Exhibit E, (ii) to the extent requested by any of the Lenders, all documentation and other information   required by bank regulatory authorities under applicable “know-your-customer” and anti-money                                          44 





 






     laundering rules and regulations, including the USA PATRIOT Act and (iii) to the extent the Borrower   qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has   requested, in a written notice to the Borrower at least the (10) days prior to the Effective Date, a   Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial   Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature   page to this Agreement, the condition set forth in this clause (iii) shall be deemed to be satisfied).                  The Administrative Agent shall have received a certificate, dated the Effective Date   and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming   compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.                 [Reserved].                  The Administrative Agent and the Lenders shall have received all fees and other  amounts due and payable on or prior to the Effective Date, including, to the extent invoiced,  reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the  Borrower hereunder.                  Liens creating a first priority security interest in the collateral shall have been  perfected to the reasonable satisfaction of the Administrative Agent.                 The Administrative Agent (or its counsel) shall have received from each party thereto   such other documents listed on Exhibit E hereto.    The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such   notice shall be conclusive and binding.               SECTION 4.02.  Each Credit Event.  The obligation of each Lender to make a Loan on   the occasion of any Borrowing is subject to the satisfaction of the following conditions:                  The representations and warranties of the Borrower set forth in this Agreement shall   be true and correct in all material respects (other than to the extent qualified by materiality or “Material   Adverse Effect”, in which case, such representations and warranties shall be true and correct) on and as of   the date of such Borrowing (or to the extent that such representations and warranties specifically refer to   an earlier date, as of such earlier date).                  At the time of and immediately after giving effect to such Borrowing, no Default or  Event of Default shall have occurred and be continuing.    Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date   thereof as to the matters specified in paragraphs (a) and (b) of this Section.                                     ARTICLE V                                                                           Affirmative Covenants                 Until the Commitments have expired or been terminated and the principal of and interest  on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and  agrees with the Lenders that the Borrower will, and will cause its Subsidiaries to:               SECTION 5.01.  Financial Statements.  Deliver to the Administrative Agent (for prompt   further distribution to the Collateral Agent, if applicable, and each Lender):                                          45 





 






                   as soon as available, but in any event within ninety (90) days after the end of each   fiscal year of the Borrower or as otherwise earlier required by the SEC, from and after the Effective Date,   a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal   year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows   for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year,   all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by (i) a report   and opinion by any firm of independent registered public accounting of nationally recognized standing (or   any other independent registered public accounting firm acceptable to the Administrative Agent in its sole   discretion), which report and opinion shall be prepared in accordance with GAAP, shall not be subject to   any “going concern” or like qualification or exception or any qualification or exception as to the scope of   such audit and shall state that said consolidated financial statements fairly present the consolidated   financial condition and results of operations of the Borrower and its consolidated Subsidiaries as at the   end of, and for, such fiscal year in accordance with GAAP;                  as soon as available, but in any event within forty-five (45) days after the end of each  of the first three (3) fiscal quarters of each fiscal year of the Borrower or as otherwise earlier required by  the SEC, from and after the Effective Date, an unaudited consolidated balance sheet of the Borrower and  its consolidated Subsidiaries as at the end of each such fiscal quarter, and the related (i) consolidated  statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended  and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in  each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year  and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by an  Authorized Officer as fairly presenting in all material respects the financial condition, results of  operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in  accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;                  [reserved];                  promptly after the same become publicly available, notice of all registration  statements, regular periodic reports and press releases filed by the Borrower or any Subsidiary with the  SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any  national securities exchange;                  such other information regarding the Borrower Group Members as the Administrative   Agent or any Lender may reasonably request for the Administrative Agent or such Lender to carry out   and be satisfied with the “know your customer” and anti-money laundering rules and regulations,   including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation or other   checks required to be carried out by local regulatory authorities; and                 such other information regarding the Borrower and its Subsidiaries as the   Administrative Agent or any Lender may reasonably request and which is reasonably available to the   Borrower and its Subsidiaries.                SECTION 5.02.  Compliance Certificate.  Deliver to the Administrative Agent (for   prompt further distribution to the Collateral Agent and each Lender), (a) concurrently with any delivery of   financial statements under Section 5.01(a) or Section 5.01(b), a certificate of an Authorized Officer (i)   certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details   thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably   detailed calculations demonstrating compliance with Section 6.09, and (iii) stating whether any change in   GAAP applicable to the financial statements or in the application thereof has occurred since the date of   the audited financial statements referred to in Section 4.01(c) or, if more recent, Section 5.01(a), (and                                          46 





 






     except as described in the financial statements provided pursuant to Section 4.01(c), or Section 5.01(a) or   Section 5.01(b)) and, if any such change has occurred, specifying the effect of such change on the   financial statements accompanying such certificate, and (b) concurrently with any delivery of financial   statements under Section 5.01(a), a certificate of the accounting firm that reported on such financial   statements stating whether they obtained knowledge during the course of their examination of such   financial statements of any Default under Section 6.09 (which certificate may be limited to the extent   required by accounting rules or guidelines and in any event shall be limited to Defaults insofar as they   may relate to accounting matters).                SECTION 5.03.  Notices.  Promptly, but in any event within five (5) Business Days, after   the Borrower has obtained knowledge thereof and in the case of clauses (a) through (d), unless prohibited   by applicable Law, notify or deliver to the Administrative Agent (for prompt notification or delivery to   the Collateral Agent and each Lender):                   copies of any written notice received by the Borrower regarding any actual or   threatened dispute, litigation, investigation, proceeding or suspension with respect to the Borrower or any   of its Subsidiaries by or before any court or any Governmental Authority which could reasonably be   expected to result in a Material Adverse Effect;                   copies of all Material Notices and Material Communications received by the  Borrower or any of its Subsidiaries in connection with any material Contractual Obligation or from any  Governmental Authority which could reasonably be expected to result in a Material Adverse Effect;                   [reserved];                   details of any other events or circumstances that results in or would reasonably be  expected to result in a Material Adverse Effect;                    details of any Default or Event of Default;                   details of each change to the Senior Debt Rating; and                   any change in the information provided in the Beneficial Ownership Certification  delivered to such Lender that would result in a change to the list of beneficial owners identified in such  certification.    Each notice pursuant to this Section shall be accompanied by a written statement of an Authorized Officer   of the Borrower (x) that such notice is being delivered pursuant to Section 5.03(a), (b), (c), (d) (e) or (g)   (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action   the Borrower has taken and proposes to take with respect thereto.               SECTION 5.04.  Compliance with Laws.                  The Borrower will, and will cause each of its Subsidiaries to, comply with all  applicable laws, including, without limitation, ERISA and all other employee benefit laws and shall from  time to time obtain and renew, and shall comply with, each Regulatory Approval as is or in the future  shall be necessary for the operation of its business under applicable Laws (except for any non-compliance  which could not reasonably be expected to result in a Material Adverse Effect).                  The Borrower and each Subsidiary of the Borrower shall not petition, request or take  any legal or administrative action that seeks to amend, supplement or modify any Regulatory Approval in  any material respect unless such amendment, supplement or modification could not reasonably be                                          47 





 






     expected to result in a Material Adverse Effect.  The Borrower shall promptly upon receipt by it or any of   its Subsidiaries or upon publication furnish to the Administrative Agent and each Lender a copy (certified   by an Authorized Officer of the Borrower) of each amendment, supplement or modification to any such   Regulatory Approval.                  The Borrower will maintain in effect and enforce policies and procedures designed to   ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees   and agents with Anti-Corruption Laws and applicable Sanctions.                SECTION 5.05.  Preservation of Existence, Etc.  Preserve, renew and maintain in full   force and effect its legal existence under the Laws of the jurisdiction of its organization, except as   expressly permitted by Section 6.04; and (b) take all reasonable action to maintain all rights, privileges   (including its status as validly existing), permits, licenses and franchises necessary in the normal conduct   of its business, except such rights, privileges, permits, licenses or franchise which, if not maintained,   could not reasonably be expected to result in a Material Adverse Effect.                SECTION 5.06.  Compliance with Environmental Laws.  Except as specified in Schedule   3.19 and except, and in each case, to the extent that the failure to do so could not reasonably be expected   to result in, individually or in the aggregate, a Material Adverse Effect: (i) comply, and take all reasonable   actions to cause all lessees and other Persons operating or occupying its properties to comply, with all   applicable Environmental Laws and Environmental Permits; (ii) obtain and renew all Environmental   Permits reasonably necessary for its operations and properties; and (iii) in each case to the extent required   by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any   cleanup, removal, remedial or other action reasonably necessary to remove and clean up all Hazardous   Materials from any of its properties, to the extent required by the requirements of all Environmental   Laws.                SECTION 5.07.  Maintenance of Properties; Ownership of Subsidiaries.                  Except as contemplated by Schedule 5.07, and except to the extent that the failure to   do so could not reasonably be expected to result in a Material Adverse Effect, (i) maintain, preserve and   protect all of its material Properties and equipment necessary in the operation of its business in good   working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation   excepted, and (ii) make all necessary renewals, replacements, modifications, improvements, upgrades,   extensions and additions thereof or thereto in accordance with prudent industry practice; and                  The Borrower shall at all times from and after the Effective Date own, directly, 100%  of the Equity Interests of PSE.                SECTION 5.08.  Maintenance of Insurance.  Maintain insurance with financially sound   and reputable insurance companies with respect to all of its Properties and assets, as is usually carried by   companies engaged in similar business and as is consistent with the prudent operation of its business;   provided, however, neither the Borrower nor any Borrower Group Member shall be prohibited from self-  insuring to the extent that such self-insurance is consistent with the prudent operation of its business and   companies engaged in similar businesses.                SECTION 5.09.  Use of Proceeds.  The Borrower shall use the proceeds of the Loans to   make a capital contribution to PSE and shall cause PSE to use such capital contribution to pay principal   of PSE Indebtedness.  The Borrower will not request any Borrowing, and the Borrower shall not use, and  shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall  not use, the proceeds of any Borrowing (i) in furtherance of an offer, payment, promise to pay, or                                           48 





 






     authorization of the payment or giving of money, or anything else of value, to any Person in violation of   any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business   or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (iii) in any manner that   would result in the violation of any Sanctions applicable to any party hereto.                SECTION 5.10.  Payment of Obligations.  Pay, discharge or otherwise satisfy as the same   shall become due and payable, all its obligations and liabilities in respect of material Taxes, assessments   and governmental charges or levies imposed upon it or upon its income or profits or in respect of its   Property, except to the extent that the failure to do so could not reasonably be expected to result in a   Material Adverse Effect.                SECTION 5.11.  Cooperation.                    Perform such acts as are reasonably requested by the Administrative Agent to carry   out the intent of, and transactions contemplated by, this Agreement and the other Financing Documents.    Promptly upon the reasonable request by any Agent, or any Lender through the Administrative Agent, do,   execute, acknowledge, deliver, record, rerecord, file, re-file, register and re-register any and all such   further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments,   financing statements and continuations thereof, termination statements, notices of assignment, transfers,   certificates, assurances and other instruments as any Agent, or any Lender through the Administrative   Agent, may reasonably require from time to time in order to (a) subject the Borrower’s properties, assets,   rights or interests to the Liens now or hereafter intended to be covered by any of the Security Documents,   and (b) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and   any of the Liens intended to be created thereunder.                  Notwithstanding anything to the contrary set forth herein, the Administrative Agent  shall not direct the Collateral Agent to enter into any Mortgage in respect of any real property acquired by  the Borrower or any Subsidiary after the Effective Date until the date that is (a) if such Mortgage relates  to a property not located in a “special flood hazard area”, ten (10) Business Days or (b) if such Mortgage  relates to a property located in a “special flood hazard area”, thirty (30) days, after the Collateral Agent or  the Administrative Agent has delivered to the Lenders the following documents in respect of such real  property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is  located in a “special flood hazard area”, (A) a notification to the Borrower or Subsidiary, as applicable, of  that fact and (if applicable) notification to such Borrower or Subsidiary, that flood insurance coverage is  not available and (B) evidence of the receipt by such Borrower or Subsidiary, of such notice; and (iii) if  required by applicable Flood Insurance Laws, evidence of required flood insurance with respect to which  flood insurance has been made available under applicable Flood Insurance Laws; provided that any such  mortgage may be entered into prior to such period expiring if the Collateral Agent and the Administrative  Agent shall have received confirmation from each Lender that such Lender has completed any necessary  flood insurance due diligence to its reasonable satisfaction.                SECTION 5.12.  Books and Records.  Maintain proper books of record and account, in   which entries that are full, true and correct in all material respects and are in conformity with GAAP   consistently applied shall be made of all material transactions and matters involving the assets and   business of the Borrower or such Subsidiary, as the case may be.                SECTION 5.13.  Financing Documents; Material Documents.                    Perform and observe all of its covenants and obligations pursuant to any material  Contractual Obligation to which it is a party or pursuant to which it has any obligations, except to the  extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect;                                          49 





 






                   Take all reasonable and necessary action to prevent the termination or cancellation of  any Financing Document or other material Contractual Obligation in accordance with the terms of such  Financing Document or other material Contractual Obligation or otherwise, except to the extent, in the  case of any material Contractual Obligation, that the failure to do so could not reasonably be expected to  result in a Material Adverse Effect; and                  enforce against the relevant party to a material Contractual Obligation (other than the  Lenders or Agents) such covenants of such material Contractual Obligation in accordance with its terms,  except to the extent that the failure to do so could not reasonably be expected to result in a Material  Adverse Effect.                SECTION 5.14.  Maintenance of Ratings.  From and after the Effective Date, the   Borrower will maintain monitored public ratings on its senior unsecured debt from S&P, Moody’s and  Fitch, except to the extent that any of such ratings agencies cease to issue debt ratings generally.                SECTION 5.15.  Inspection Rights.  At any reasonable time and from time to time upon   reasonable notice (but no more than once at the Borrower’s expense in any fiscal year so long as no Event   of Default has occurred and is continuing), permit or arrange for the Administrative Agent (and permit   any Lender to accompany the Administrative Agent), to examine and make copies of and abstracts from   the records and books of account of, and the properties of, the Borrower and each of its Subsidiaries, and   to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with the Borrower and   its Subsidiaries and their respective officers, directors and accountants (provided that (i) so long as no   Event of Default has occurred and is continuing, a representative of the Borrower may be present for any   communication with the independent public accountants and (ii) the Borrower reserves the right to restrict   access to any generating facilities in accordance with reasonably adopted procedures relating to safety and   security, and to the extent reasonably requested to maintain normal operations of the Borrower or any of   its Subsidiaries).                SECTION 5.16.  Additional Collateral.  The Borrower will cause all of its owned   property (whether real, personal, tangible, intangible, or mixed) to be subject at all times to first priority,   perfected Liens in favor of the Collateral Agent for the benefit of the Secured Parties to secure the   Secured Obligations in accordance with the terms and conditions of the Security Documents, subject in   any case to Liens permitted by Section 6.01.  Without limiting the generality of the foregoing, the   Borrower will cause the issued and outstanding Equity Interests directly owned by the Borrower to be   subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Secured   Obligations in accordance with the terms and conditions of the Security Documents or such other pledge   and security documents as the Collateral Agent shall reasonably request.  In the event of the addition of   any real property collateral, the Borrower will use commercially reasonable efforts to cause to be   delivered to the Collateral Agent “life of loan” flood zone determination and, if applicable, flood   insurance certificates and borrower notices, as well as other documentation customarily delivered relative   to real estate collateral as reasonably requested by the Collateral Agent.                SECTION 5.17.  Flood Insurance. If at any time any Mortgaged Real Property is located   in a designated “special flood hazard area” with respect to which flood insurance has been made available   under applicable Flood Insurance Laws, the Borrower and its Subsidiaries will (i) maintain fully paid   flood hazard insurance on such Mortgaged Real Property on such terms and in such amounts as required   by The National Flood Insurance Reform Act of 1994, and (ii) provide within thirty (30) days (or such   longer period as the Administrative Agent shall agree) evidence of such coverage as the Collateral Agent   or the Administrative Agent may reasonably request, including, without limitation, (x) copies of any such   flood insurance policies naming the Collateral Agent as loss payee and (y) the Borrower or the applicable                                           50 





 






     Subsidiary’s application for a flood insurance policy plus proof of premium payment, in each case to the   extent requested by the Collateral Agent or the Administrative Agent.                                     ARTICLE VI                                                                            Negative Covenants               Until the Commitments have expired or terminated and the principal of and interest on  each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with  the Lenders that the Borrower shall not, nor shall it permit any of the Operating Companies, to:               SECTION 6.01.  Liens.  Create, incur, assume or suffer to exist any Lien upon any of its   material Property, assets or revenues, whether now owned or hereafter acquired, other than the following:                  Liens for the benefit of the Secured Parties pursuant to any Financing Document and,  with respect to PSE only, Liens in respect of cash collateral arrangements for letters of credit issued under  the Operating Company Credit Agreement;                  (i) Liens existing on the Effective Date and listed on Schedule 6.01(b) or (ii) Liens   securing any Existing Indebtedness contemplated by clause (b) of the definition thereof; provided, in the   case of this clause (ii), that such Lien shall apply only to Property (whether now owned or after-acquired)  of a type that is subject to a Lien securing the corresponding Existing Indebtedness referred to in clause  (a) of the definition thereof (including the proceeds thereof) and shall not extend to any other Property;                  Liens for taxes, assessments or governmental charges imposed on the Borrower or any  Subsidiary or any of their property by any Governmental Authority which are not yet due and payable or  which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate  reserves with respect thereto are maintained on the books of the Borrower or such Subsidiary, to the  extent required by and in accordance with GAAP;                  Liens of carriers, warehousemen, mechanics, materialmen, repairmen, construction  contractors, statutory liens of landlords or other like liens arising in the ordinary course of business which  secure amounts not yet due and payable or which are being contested in good faith and by appropriate  proceedings diligently conducted, if Person to the extent required by and in accordance with GAAP;                  pledges or deposits in the ordinary course of business (i) in connection with workers’  compensation, unemployment insurance and other social security legislation or (ii) required to secure  performance bids, tenders, trade contracts, performance bonds, statutory obligations, leases, government  contracts, surety and appeals bonds, indemnity, performance or other similar bonds in connection with  judicial or administrative proceedings and other obligations of a like nature (exclusive of obligations for  borrowed money);                 easements, rights-of-way, licenses, restrictions, encroachments, protrusions and other  similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any  case materially interfere with the ordinary conduct of the business of any Borrower Group Member;                  Liens securing judgments that do not involve any material risk of forfeiture of any  assets of any of the Operating Companies or any Financing Document that do not exceed $50,000,000 in  the aggregate (to the extent not covered by independent third-party insurance as to which the insurer has  been notified of such judgment or order and has not denied coverage) and that within ten (10) days are  being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves                                           51 





 






     with respect thereto are maintained on the books of the applicable Person in accordance with GAAP for   the payment of money not constituting an Event of Default under Section 7.01(k);                  Liens securing payment of Tax-Free Debt and credit enhancement obligations related  to such Tax-Free Debt; provided that (i) any claims in respect of the principal balance of the obligations   being secured thereby shall not exceed $250,000,000 in the aggregate at any time, and (ii) each such Lien   shall extend only to the property, and proceeds thereof, being financed by the Tax-Free Debt secured  thereby;                 Liens for purchase money security interests or Capital Lease Obligations which are   secured solely by the assets acquired (and proceeds and products thereof), up to $150,000,000 in the   aggregate; provided that such Lien arises prior to or within 60 days after such acquisition or the   incurrence of such Capital Lease Obligation;                 zoning, building and other generally applicable land use restrictions, which, in the   aggregate, do not in any case materially interfere with the ordinary conduct of the business of the   Borrower and the Operating Companies taken as a whole;                  licenses of intellectual property entered into in the ordinary course of business;                 Liens that have been placed by a third party on the fee title of leased real property or  property over which any Borrower Group Member has easement, license or similar rights, and  subordination or similar agreements relating thereto;                  bankers’ liens, rights of setoff and other similar liens existing solely with respect to  cash and Cash Equivalents on deposit in one or more accounts maintained by any Borrower Group  Member arising in the ordinary course of business from netting services, overdraft protection, Banking  Services Obligations and otherwise in connection with the maintenance of deposit, securities and  commodities accounts;                   Liens solely on any cash earnest money or other deposits made by Borrower or any of  its Subsidiaries in connection with any Permitted Acquisition, letter of intent or purchase agreement  permitted hereunder;                  purported Liens evidenced by the filing of precautionary UCC financing statements  relating solely to operating leases of personal property or consignments or similar arrangements entered  into in the ordinary course of business;                  Liens on (i) insurance policies and the proceeds thereof securing the financing of the  premiums with respect thereto to the extent securing Indebtedness owed to any Person providing  property, casualty, business interruption or liability insurance to the Borrower or any Operating Company  of the Borrower so long as such Indebtedness shall not be in excess of the unpaid costs of, and shall be  incurred only to defer the cost of, such insurance for the annual period in which such Indebtedness is  incurred and in any event, not in excess of $5,000,000 in the aggregate at any time (“Permitted Premium   Financing Indebtedness”), (ii) dividends and rebates and other identifiable proceeds therefrom which may   become payable under insurance policies and loss payments which reduce the incurred premiums on such   insurance policies, (iii) rights which may arise under state insurance guarantee funds relating to any such   insurance policy, in each case securing Permitted Premium Financing Indebtedness and (iv) pledges or   deposits of cash and Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance,   retentions or similar obligations to providers of property, casualty or liability insurance in the ordinary                                           52 





 






     course of business; provided, however, that claims in respect of such Liens shall not exceed $5,000,000 at   any time;                  Liens in favor of customs and revenue authorities arising as a matter of law to secure  payment of customs duties in connection with the importation of goods in the ordinary course of business;                 Liens on conservation investment assets as security for obligations incurred in  financing or refinancing bondable conservation investments in accordance with the laws of the State of  Washington;                 any Lien existing on any property or asset prior to the acquisition thereof by the   Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary   after the date hereof pursuant to a Permitted Acquisition (or on such Person’s assets) prior to the time   such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in   connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien   shall not apply to any other property or assets of the Borrower or any other Subsidiary (other than the   proceeds of such property or assets), (iii) such Lien shall secure only those obligations which it secures on   the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and   extensions, renewals and replacements thereof that do not increase the outstanding principal amount   thereof and (iv) such Lien, together with any other Liens incurred pursuant to this paragraph (s) shall not   secure Indebtedness or other obligations in excess of $250,000,000 in the aggregate;                 other Liens securing Indebtedness and other obligations in an aggregate amount not to   exceed $100,000,000 at any time;                  Liens securing Permitted Refinancing Indebtedness of the Borrower and other  Indebtedness of the Borrower of the type described in clauses (a) and (b) of the definition of   “Indebtedness” (but not of any Indebtedness of any other Borrower Group Member); provided that such   Liens and any rights in respect thereof are subject to the terms of the Collateral Agency Agreement, and   the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative   Agent) with the covenant contained in Section 6.09;                  Liens securing PSE’s obligations arising pursuant to that certain Contracting Party’s  Agreement dated December 4, 2007 entered into between PSE and Natural Gas Exchange, Inc. as  amended and replaced from time to time solely to the extent the aggregate amount of all such obligations  thereunder shall not exceed $50,000,000 at any time outstanding, and provided that such Liens shall apply  only to property or assets of PSE of the type securing such obligations as of the date of this Agreement;                  Liens securing Indebtedness or arising in connection with Receivables Facilities,   provided, that the sum (without duplication) of all such Indebtedness, plus the aggregate investment or   claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables   and other rights to payment in all Receivables Facilities shall not at any time exceed $250,000,000; and                  Liens pursuant to (i) PSE’s First and Refunding Mortgage, dated as of June 2, 1924 (as  supplemented and amended, the “Existing 1924 Mortgage”), as described therein, (ii) PSE’s Indenture of  First Mortgage, dated as of April 1, 1957 (as supplemented and amended, the “Existing 1957 Mortgage”),  as described therein, (iii) PSE’s Indenture, dated as of December 1, 1997 (as supplemented and amended,   the “Existing 1997 Indenture”), as described therein, and (iv) any replacement indenture in respect of the   Existing 1924 Mortgage, the Existing 1957 Mortgage or the Existing 1997 Indenture, and any   supplements thereto, so long as (1) any such Liens under any such replacement indenture apply to the   property or assets of PSE in a manner substantially consistent with the terms of the Existing 1924                                           53 





 






     Mortgage, the Existing 1957 Mortgage or the Existing 1997 Indenture, as applicable, and (2) the  borrowing capacity and other restrictions on PSE’s ability to incur any obligations under any such  replacement indenture are substantially the same as those set forth in the Existing 1924 Mortgage, the  Existing 1957 Mortgage or the Existing 1997 Indenture, as applicable;    provided that notwithstanding any of the foregoing to the contrary, other than pursuant to paragraphs (a),  (d), (e), (m), (n), (p) and (u) above, the Borrower shall not agree to the imposition of any Lien upon the  Collateral.                 SECTION 6.02.  Dispositions.  Make any Disposition or enter into any agreement to   make any Disposition, except:                  Dispositions (other than Collateral constituting Equity Interests in PSE) in the ordinary   course of business (including Dispositions of obsolete or worn out or surplus property no longer required   or useful in the business or operations of the Borrower or any of its Subsidiaries);                  Dispositions of assets and businesses specified on Schedule 5.07;                  Dispositions of Investments in Cash Equivalents in the ordinary course of business;                  Dispositions of assets which individually or in the aggregate are less than 20% of the  Consolidated Tangible Net Assets as of the Effective Date and for which no less than 80% of the proceeds  received therefor are in cash or Cash Equivalents;                  Dispositions constituting a Lien permitted pursuant to Section 6.01;                  the sale or issuance of any Subsidiary’s Equity Interests to the Borrower;                  Dispositions of assets in connection with any transaction permitted by Section 6.04;                  assignments and licenses of intellectual property or other intangibles of the Borrower  Group Members in the ordinary course of business;                 any Disposition of any asset or interest therein in exchange for utility plant, equipment   or other utility assets (other than notes or other obligations) in each case equal to the fair market value (as   determined in good faith by the Borrower) of such asset or interest therein; provided, however, that the   fair market value of any such assets or interests Disposed of under this paragraph (i) shall not exceed   $10,000,000 in the aggregate in any fiscal year;                  [reserved];                   [reserved]; and                 the sale, assignment or other transfer of accounts receivable or other rights to payment  pursuant to any Receivables Facility.          In the case of any of the foregoing Dispositions, the Borrower and the Subsidiaries are in         compliance, on a pro forma basis after giving effect to such Disposition with the covenant         contained in Section 6.09 recomputed as of the last day of the most recently ended fiscal quarter         of the Borrower for which financial statements are available, as if such Disposition (and any         related repayment of Indebtedness) had occurred on the first day of each relevant period for                                           54 





 






           testing such compliance and, if the Net Cash Proceeds in respect of such Disposition under clause         (b), (d) or (j) of this Section 6.02 exceeds 5% of total assets of the Borrower and its Subsidiaries         on a consolidated basis as set forth on the most recent financial statements delivered pursuant to         Section 4.01(c) and 5.01(a), the Borrower shall have delivered to the Administrative Agent a         certificate of a Financial Officer of the Borrower to such effect, together with all relevant         financial information, statements and projections requested by the Administrative Agent.                SECTION 6.03.  Investments.  Make or hold any Investments, except:                  Investments by the Borrower or an Operating Company in cash and Cash Equivalents;                  Investments by the Borrower in Interest Hedging Agreements;                  Investments by PSE or any other Operating Companies in Other Hedging Agreements   entered into in the ordinary course of business and not for speculative purposes;                  Intercompany Loans from the Borrower to any Operating Company or from PSE to its   Subsidiaries which are Operating Companies;                  Equity Interests in (x) Subsidiaries in existence on the date hereof, (y) Operating   Companies acquired or created after the Effective Date in connection with Permitted Acquisitions, and (z)   Subsidiaries consisting of Immaterial Subsidiaries;                 Permitted Acquisitions;                  Investments received in connection with the bankruptcy or reorganization of, or  settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary  course of business;                  extensions of trade credit in the ordinary course of business;                 Investments made as a result of the receipt of non-cash consideration from a   Disposition in compliance with Section 6.02;                 Investments made by any Person that becomes a Subsidiary after the date hereof;   provided that such Investment exists at the time such Person becomes a Subsidiary and are not made in   contemplation of or in connection with such Person becoming a Subsidiary;                  loans and advances made in the ordinary course of business to their respective  employees, officers and directors so long as the aggregate principal amount thereof at any time  outstanding (excluding temporary advances in the ordinary course of business) shall not exceed  $3,000,000;                 Investments existing on the date hereof and identified on Schedule 6.03(l);                   Investments by the Borrower in LNG Co., so long as the aggregate amount of capital  contributions to LNG Co. pursuant to this clause (m) does not exceed $200,000,000 in the aggregate at  any time outstanding; and                  in addition to Investments permitted by clauses (a) through (m) above so long as no  Default or Event of Default shall exist immediately prior thereto or after giving effect thereto, additional                                           55 





 






     Investments so long as the aggregate amount invested, loaned or advanced pursuant to this clause (n) does   not exceed $100,000,000 in the aggregate at any time outstanding.                SECTION 6.04.  Fundamental Changes.  Merge, dissolve, liquidate, consolidate with or   into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or   substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person,   except for (a) Permitted Acquisitions, (b) Dispositions permitted under Section 6.02, (c) the liquidation or   dissolution of any Immaterial Subsidiary and (d) if at the time thereof and immediately after giving effect   thereto no Event of Default or Default shall have occurred and be continuing, (i) the merger,   amalgamation or consolidation of any Operating Company into or with the Borrower in a transaction in   which the Borrower is the surviving corporation, and (ii) the merger, amalgamation or consolidation of   any Operating Company into or with any other Operating Company or the liquidation or dissolution of   any Operating Company (other than PSE) into any other Operating Company; provided, however, that in   any merger or amalgamation or consolidation involving PSE or any liquidation or dissolution of any   Operating Company into PSE, PSE shall be the surviving corporation.                SECTION 6.05.  Nature of Business.  (a) Engage in any line of business substantially   different from those lines of business conducted by the Borrower Group Members on the Effective Date   or in connection with any Permitted Acquisition or any business reasonably related, complimentary or   ancillary thereto.                   In the case of the Borrower from and after the Effective Date, conduct, transact or  otherwise engage in any business or operations other than those reasonably related to (A) its ownership of  the Equity Interests of its Subsidiaries, (B) the maintenance of its legal existence, (C) the performance of  this Agreement and the other Financing Documents, and (D) any transaction that the Borrower is  expressly permitted to enter into or consummate under this Agreement.                   Terminate or amend, waive, modify or supplement any of the provisions of its   Organizational Documents or consent to any such termination, amendment, waiver, modification or   supplement, unless any of the foregoing actions could not reasonably be expected to result in a Material   Adverse Effect.                SECTION 6.06.  Transactions with Affiliates; Management Fees.  (a) Enter into any   transaction of any kind with any Affiliate (including Affiliate Service Agreements), whether or not in the   ordinary course of business, other than (i) on terms substantially as favorable to the Borrower Group   Member as would be obtainable by such Borrower Group Member at the time in a comparable arm’s-  length transaction with a Person other than an Affiliate, (ii) Intercompany Loans to the extent permitted   under Section 6.03, (iii) as approved or required by any Governmental Authority or as required by   applicable Law, and (iv) the payment of Management Fees permitted by clause (b) below.                   Pay any Management Fees or enter into or permit to exist any agreement or  arrangement for the payment of Management Fees, unless such fees are expressly subordinated to the  Secured Obligations on the terms set forth in Exhibit M.                SECTION 6.07.  Accounting Changes.  Make any change in its fiscal year except to the   extent required by applicable Law and/or GAAP.  In such event, the Borrower may, upon written notice   to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the   Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby   authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such   change in fiscal year arising as a result of such change in applicable Law.                                           56 





 






               SECTION 6.08.  Restrictive Agreements.  Directly or indirectly, enter into, or incur or  permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon  (a) the ability of any Borrower Group Member to create, incur or permit to exist any Lien upon any of its  material Property or assets (except as permitted under Section 6.01), or (b) the ability of PSE or any other  wholly-owned Subsidiary to pay dividends or other distributions with respect to, or to return capital in  respect of its common Equity Interests or to make or repay loans or advances to any Borrower Group  Member or to Guarantee Indebtedness of any Borrower Group Member; provided that the foregoing shall  not apply to:               (i)  prohibitions, restrictions and conditions imposed by applicable Laws, any       Governmental Authority or this Agreement;              (ii)  prohibitions, restrictions and conditions identified on Schedule 3.14 or otherwise        resulting from or relating to Existing Indebtedness (without amendment, modification or waiver,        other than in connection with Permitted Refinancing Indebtedness) or prohibitions, restrictions        and conditions not more restrictive taken as a whole than such provisions in agreements entered        into after the Effective Date to evidence or govern Indebtedness that is permitted by this        Agreement;              (iii)  provisions of the type described in clause (a) above imposed by the holder of any       Lien permitted by Section 6.01(d), (e), (h), (i), (m), (n), (r) and (s) but solely with respect to the        property purported to be encumbered by such Lien;              (iv)  any agreement in effect at the time any Person becomes a Subsidiary pursuant to a       Permitted Acquisition and not in contemplation of, or in connection with, such Person becoming       a Subsidiary and only relating to or in connection with the Property or assets of such Person (and       any extensions, renewals, or replacements of such agreement so long as any restrictions and       conditions in such extended, renewed or replaced agreement are not more restrictive than the       applicable original agreement or extend to additional Property);              (v)  customary restrictions and conditions contained in agreements relating to any       Disposition of any asset or property; provided that such restrictions and conditions only apply to        the asset or property to be sold, assigned or transferred and such sale, assignment or transfer is        permitted by Section 6.02; and              (vi)  customary provisions restricting assignment or transfer of any agreement entered        into in the ordinary course of business.              SECTION 6.09.  Financial Covenant.                 Maximum Leverage Ratio.  The Borrower will not permit the Leverage Ratio to be  greater than 0.65 to 1.00 at any time.               SECTION 6.10.  Preservation of Rights.  Assign, cancel, terminate, waive any material  default under, material breach of or material right under, or materially amend, supplement or modify or  give any material consent under (including any consent or assignment of), any Financing Document or  material Contractual Obligation, except, other than in the case of any Financing Document, to the extent  that any such action would not reasonably be expected to result in a Material Adverse Effect.                                          57 





 






                                      ARTICLE VII                                                                            Events of Default                If any of the following events (“Events of Default”) shall occur:                  the Borrower shall fail to pay any principal of any Loan when and as the same shall  become due, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;                  the Borrower shall fail to pay any interest on any Loan or any fee or any other amount  (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other   Financing Document, when and as the same shall become due and payable, and such failure shall   continue unremedied for a period of three (3) Business Days;                  any representation or warranty made or deemed made by or on behalf of the Borrower   or any Subsidiary in or in connection with this Agreement or any other Financing Document or any   amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report,   certificate, financial statement or other document furnished pursuant to or in connection with this   Agreement or any other Financing Document or any amendment or modification thereof or waiver   thereunder, shall prove to have been incorrect in any material respect when made or deemed made;                  the Borrower shall fail to observe or perform any covenant, condition or agreement  contained in Section 5.03(e), 5.05 or 5.09 or in Article VI (other than Sections 6.05(a), 6.05(b), 6.06 and   6.07);                   The Borrower or any Subsidiary fails to perform or observe any other covenant,   condition or agreement (not specified in clauses (a), (b) or (d) of this Article VII) contained in any   Financing Document on its part to be performed or observed and such failure continues for thirty   (30) days after notice thereof to the Borrower by the Administrative Agent or the Borrower having   knowledge thereof; provided that if such failure is capable of remedy but by its nature cannot reasonably   be cured within such period, the Borrower shall have such additional time not exceeding an additional   sixty (60) days as may be necessary to cure such failure so long as the Borrower is proceeding diligently   to cure such failure and such additional cure period could not reasonably be expected to result in a   Material Adverse Effect;                 the Borrower or any Subsidiary shall fail to make any payment (whether of principal or  interest and regardless of amount) in respect of any Material Indebtedness/Material Swap Obligation,  when and as the same shall become due and payable (after giving effect to any applicable grace or cure  period);                  any event or condition occurs that results in any Material Indebtedness/Material Swap  Obligation becoming due prior to its scheduled maturity (other than Swap Agreements which become due  as a result of the voluntary prepayment of referenced debt described in such Swap Agreements) or that  enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of  any Material Indebtedness/Material Swap Obligation or any trustee or agent on its or their behalf to cause  any Material Indebtedness/Material Swap Obligation to become due, or to require the prepayment,  repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g)   shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the   property or assets securing such Indebtedness;                                           58 





 






                   an involuntary proceeding shall be commenced or an involuntary petition shall be filed  seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary (other  than any Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any federal, state  or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the  appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower  or any Subsidiary (other than any Immaterial Subsidiary) or for a substantial part of its assets, and, in any  such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree  approving or ordering any of the foregoing shall be entered;                 the Borrower or any Subsidiary (other than any Immaterial Subsidiary) shall   (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other   relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or   hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,   any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the   appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower   or any Subsidiary (other than any Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an   answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a   general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of   the foregoing;                 (i) the Borrower or any Subsidiary (other than any Immaterial Subsidiary) shall   become unable, admit in writing its inability or fail generally to pay its debts as they become due or   (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any   material part of the property of the Borrower and its Subsidiaries (other than any Immaterial Subsidiary),   taken as a whole, and is not released, vacated or fully bonded within thirty (30) days after its issue or   levy;                  one or more judgments for the payment of money in an aggregate amount in excess of  $50,000,000 (to the extent not covered by independent third-party insurance as to which the insurer has  been notified of such judgment or order and has not denied coverage) shall be rendered against the  Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period  of sixty (60) consecutive days during which execution shall not be effectively stayed, or any action shall  be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any  Subsidiary to enforce any such judgment;                 an ERISA Event shall have occurred that, in the reasonable opinion of the Required   Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be   expected to result in a Material Adverse Effect;                  a Change in Control shall occur;                  the occurrence of any “default”, as defined in any Financing Document (other than this  Agreement) or the breach of any of the terms or provisions of any Financing Document (other than this  Agreement), which default or breach continues beyond any period of grace therein provided; or                  any material provision of any Financing Document for any reason ceases to be valid,  binding and enforceable in accordance with its terms (or the Borrower or any Subsidiary shall challenge  the enforceability of any Financing Document or shall assert in writing, or engage in any action or  inaction based on any such assertion, that any provision of any of the Financing Documents has ceased to  be or otherwise is not valid, binding and enforceable in accordance with its terms);                                           59 





 






                   at any time, any financial statements to be delivered pursuant to Section 5.01 shall be   qualified by the auditors and such qualification could reasonably be expected to result in a Material  Adverse Effect;                   the termination, transfer, revocation or modification of any material contracts or leases  to which the Borrower or any Subsidiary is a party, the result of which could reasonably be expected to  result in a Material Adverse Effect and such termination, transfer, revocation or modification remains in  effect for a period of more than thirty (30) days after the occurrence thereof; or                 any Security Document shall for any reason fail to create a valid and perfected first   priority security interest in the Collateral in excess of $100,000,000 in the aggregate purported to be   covered thereby, except as permitted by the terms of any Financing Document;     then, and in every such event (other than an event with respect to the Borrower described in clause (h) or   (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative   Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or   both of the following actions, at the same or different times:  (i) terminate the Commitments, and   thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to   be due and payable in whole (or in part, in which case any principal not so declared to be due and payable  may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to  be due and payable, together with accrued interest thereon and all fees and other Obligations of the   Borrower accrued hereunder and under the other Financing Documents, shall become due and payable   immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby   waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or   (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then   outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder   and under the other Financing Documents, shall automatically become due and payable, without   presentment, demand, protest or other notice of any kind, all of which are hereby waived by the   Borrower.  Upon the occurrence and during the continuance of an Event of Default, the Administrative   Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to   the Administrative Agent under the Financing Documents or at law or equity.                                    ARTICLE VIII                                                                         The Administrative Agent                Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent  and authorizes the Administrative Agent to take such actions on its behalf, including execution of the  other Financing Documents, and to exercise such powers as are delegated to the Administrative Agent by  the terms of the Financing Documents, together with such actions and powers as are reasonably incidental  thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the  Lenders, and neither the Borrower nor any Operating Company shall have rights as a third party   beneficiary of any of such provisions.  It is understood and agreed that the use of the term “agent” herein   or in any other Financing Documents (or any other similar term) with reference to the Administrative   Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under   agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is   intended to create or reflect only an administrative relationship between independent contracting parties.               The bank serving as the Administrative Agent hereunder shall have the same rights and  powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not  the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and                                          60 





 






     generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as   if it were not the Administrative Agent hereunder.               The Administrative Agent shall not have any duties or obligations except those expressly  set forth in the Financing Documents.  Without limiting the generality of the foregoing, (a) the  Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a  Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any  discretionary action or exercise any discretionary powers, except discretionary rights and powers  expressly contemplated by the Financing Documents that the Administrative Agent is required to exercise  in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as  shall be necessary under the circumstances as provided in Section 9.02); provided that the Administrative   Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose   the Administrative Agent to liability or that is contrary to any Finance Document or applicable law,   including for the avoidance of doubt any action that may be in violation of the automatic stay under any   Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting   Lender in violation of any Debtor Relief Law, and (c) except as expressly set forth in the Financing  Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the  failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is   communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any   capacity.  The Administrative Agent shall not be liable for any action taken or not taken by it with the   consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as   shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross   negligence or willful misconduct as determined by a court of competent jurisdiction by final and   nonappealable judgment.  The Administrative Agent shall be deemed not to have knowledge of any   Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a   Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire   into (i) any statement, warranty or representation made in or in connection with any Financing Document,   (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any   Financing Document, (iii) the performance or observance of any of the covenants, agreements or other   terms or conditions set forth in any Financing Document, (iv) the validity, enforceability, effectiveness or   genuineness of any Financing Document or any other agreement, instrument or document, (v) the   creation, perfection or priority of Liens on the Collateral or the existence of the Collateral or (vi) the   satisfaction of any condition set forth in Article IV or elsewhere in any Financing Document, other than to   confirm receipt of items expressly required to be delivered to the Administrative Agent.               The Administrative Agent shall be entitled to rely upon, and shall not incur any liability  for relying upon, any notice, request, certificate, consent, statement, instrument, document or other  writing (including any electronic message Internet or intranet website posting or other distribution)  believed by it to be genuine and to have been signed or sent by the proper Person.  The Administrative  Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made  by the proper Person, and shall not incur any liability for relying thereon.  The Administrative Agent may  consult with legal counsel (who may be counsel for the Borrower), independent accountants and other  experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the  advice of any such counsel, accountants or experts.              The Administrative Agent may perform any and all its duties and exercise its rights and  powers by or through any one or more sub-agents appointed by the Administrative Agent.  The  Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights  and powers through their respective Related Parties.  The exculpatory provisions of the preceding  paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and  any such sub-agent, and shall apply to their respective activities in connection with the syndication of the  credit facilities provided for herein as well as activities as Administrative Agent.                                           61 





 






                 Subject to the appointment and acceptance of a successor Administrative Agent as  provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and  the Borrower.  Upon any such resignation, the Required Lenders shall have the right, in consultation with  the Borrower, to appoint a successor.  If no successor shall have been so appointed by the Required  Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative  Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the  Lenders, appoint a successor Administrative Agent which shall be a bank with an office in the United  States, or an Affiliate of any such bank.  Upon the acceptance of its appointment as Administrative Agent  hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,  privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be  discharged from its duties and obligations hereunder.  The fees payable by the Borrower to a successor  Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed  between the Borrower and such successor.  After the Administrative Agent’s resignation hereunder, the  provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring   Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or   omitted to be taken by any of them while it was acting as Administrative Agent.               Each Lender expressly acknowledges that neither the Administrative Agent nor any of its  officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation or  warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the  affairs of the Borrower and any Operating Company, shall be deemed to constitute any representation or  warranty by the Administrative Agent to any Lender.  Each Lender acknowledges that it has,  independently and without reliance upon the Administrative Agent, any arranger of this credit facility or  any other Lender or any of their respective Related Parties and based on such documents and information  as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a  Lender, and to make, acquire or hold Loans hereunder.  Each Lender also acknowledges that it shall,  independently and without reliance upon the Administrative Agent, any arranger of this credit facility or  any amendment hereto or any other Lender or any of their respective Related Parties and based on such  documents and information (which may contain material, non-public information within the meaning of  the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time  deem appropriate, continue to make its own decisions in taking or not taking action under or based upon  this Agreement, any other Financing Document or any related agreement or any document furnished  hereunder or thereunder and deciding whether or to the extent to which it will continue as a Lender or  assign or otherwise transfer its rights, interests and obligations hereunder.              None of the Lenders, if any, identified in this Agreement as a Syndication Agent, Lead  Arranger or Bookrunner shall have any right, power, obligation, liability, responsibility or duty under this  Agreement other than those applicable to all Lenders as such.  Without limiting the foregoing, none of  such Lenders shall have or be deemed to have a fiduciary relationship with any Lender.  Each Lender  hereby makes the same acknowledgments with respect to the relevant Lender in its capacity as  Syndication Agent as it makes with respect to the Administrative Agent in the preceding paragraph.              The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or  omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to  act for, any other Lender.  The Administrative Agent shall have the exclusive right on behalf of the  Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal  or interest has become due and payable pursuant to the terms of this Agreement.              In its capacity, the Administrative Agent is a “representative” of the Secured Parties  within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code.   Each Lender authorizes the Administrative Agent to enter into each of the Security Documents to which it  is a party and to take all action contemplated by such documents.  Each Lender agrees that no Secured  Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the                                          62 





 






     security granted by any Security Document, it being understood and agreed that such rights and remedies  may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms  of the Security Documents.  In the event that any Collateral is hereafter pledged by any Person as  collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby  granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Financing  Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the  Administrative Agent on behalf of the Secured Parties.  The Lenders hereby authorize the Administrative  Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative  Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance   with, the terms of the applicable Financing Document; or (iii) if approved, authorized or ratified in   writing by the Required Lenders, unless such release is required to be approved by all of the Lenders  hereunder.  Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the  Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto.  Upon  any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any  Financing Document, or consented to in writing by the Required Lenders or all of the Lenders, as  applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the  Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the  Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to  the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the  Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be  required to execute any such document on terms which, in the Administrative Agent’s opinion, would  expose the Administrative Agent to liability or create any obligation or entail any consequence other than  the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner  discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or  any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without  limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.  Any  execution and delivery by the Administrative Agent of documents in connection with any such release  shall be without recourse to or warranty by the Administrative Agent.               In the case of the pendency of any proceeding with respect to the Borrower under any   Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the   Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as   herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent   shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by   intervention in such proceeding or otherwise:                 to file and prove a claim for the whole amount of the principal and interest owing and   unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other   documents as may be necessary or advisable in order to have the claims of the Lenders and the   Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.16, 2.17 and 9.03) allowed   in such judicial proceeding; and                   collect and receive any monies or other property payable or deliverable on any such  claims and to distribute the same;    and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such   proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and,   in the event that the Administrative Agent shall consent to the making of such payments directly to the  Lenders, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative  Agent, under the Financing Documents (including under Section 9.03).                                           63 





 






                                      ARTICLE IX                                                                              Miscellaneous                SECTION 9.01.  Notices.  (a) Except in the case of notices and other communications   expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other   communications provided for herein shall be in writing and shall be delivered by hand or overnight  courier service, mailed by certified or registered mail or sent by telecopy, as follows:                (i)  if to the Borrower, to it at Puget Energy, Inc., 355 110th Avenue, Bellevue,        Washington 98004, Attention of Treasurer, (Telecopy No. (425) 462-3490), (Telephone No.(425)        457-5475);               (ii)  if to the Administrative Agent, to it at Mizuho Bank, Ltd., 1800 Plaza Ten,        Harborside Financial Center, Jersey City, NJ 07311 Attention of Joyce Raynor, (Telephone No.        (201) 626-9330), (Email: lau_agent@mizuhogroup.com); and               (iii)  if to any other Lender, to it at its address (or telecopy number) set forth in its        Administrative Questionnaire.  Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be  deemed to have been given when received; notices sent by facsimile shall be deemed to have been given  when sent (except that, if not given during normal business hours for the recipient, shall be deemed to  have been given at the opening of business on the next Business Day for the recipient).  Notices delivered  through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided  in said paragraph (b).                  Notices and other communications to the Lenders hereunder may be delivered or  furnished using Electronic Systems pursuant to procedures approved by the Administrative Agent;  provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the   Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower may, in its   discretion, agree to accept notices and other communications to it hereunder by electronic   communications pursuant to procedures approved by it; provided that approval of such procedures may be   limited to particular notices or communications.                Unless the Administrative Agent otherwise prescribes, (i) notices and other               communications sent to an e-mail address shall be deemed received upon the sender’s               receipt of an acknowledgement from the intended recipient (such as by the “return receipt               requested” function, as available, return e-mail or other written acknowledgement), and               (ii) notices or communications posted to an Internet or intranet website shall be deemed               received upon the deemed receipt by the intended recipient, at its e-mail address as               described in the foregoing clause (i), of notification that such notice or communication is               available and identifying the website address therefor; provided that, for both clauses (i)               and (ii) above, if such notice, email or other communication is not sent during the normal               business hours of the recipient, such notice or communication shall be deemed to have               been sent at the opening of business on the next Business Day for the recipient.                  Any party hereto may change its address or telecopy number for notices and other   communications hereunder by notice to the other parties hereto.                    Electronic Systems.                                           64 





 






                 (i)  The Borrower agrees that the Administrative Agent may, but shall not be obligated to,         make Communications (as defined below) available to the other Lenders by posting the         Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar         Electronic System.                (ii)  Any Electronic System used by the Administrative Agent is provided “as is” and “as        available.”  The Agent Parties (as defined below) do not warrant the adequacy of such Electronic        Systems and expressly disclaim liability for errors or omissions in the Communications.  No        warranty of any kind, express, implied or statutory, including any warranty of merchantability,        fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or        other code defects, is made by any Agent Party in connection with the Communications or any        Electronic System.  In no event shall the Administrative Agent or any of its Related Parties        (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other         Person or entity for damages of any kind, including direct or indirect, special, incidental or         consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of         any Borrower’s or the Administrative Agent’s transmission of Communications through an         Electronic System.  “Communications” means, collectively, any notice, demand, communication,         information, document or other material provided by or on behalf the Borrower or any of its         Affiliates pursuant to any Financing Document or the transactions contemplated therein which is        distributed by the Administrative Agent, any Lender by means of electronic communications        pursuant to this Section, including through an Electronic System.                SECTION 9.02.  Waivers; Amendments.  (a) No failure or delay by the Administrative   Agent or any Lender in exercising any right or power hereunder or under any other Financing Document   shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any   abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further  exercise thereof or the exercise of any other right or power.  The rights and remedies of the  Administrative Agent, the Lenders hereunder and under the other Financing Documents are cumulative   and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any   provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be   effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or   consent shall be effective only in the specific instance and for the purpose for which given.  Without   limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any   Default, regardless of whether the Administrative Agent, any Lender may have had notice or knowledge   of such Default at the time.                  Except as provided in Section 2.14(c) with respect to alternate rates of interest and in   Section 2.20 with respect to an Incremental Term Loan Amendment, neither this Agreement nor any   provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in   writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative   Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase or   reinstate the Commitment of any Lender without the written consent of such Lender, (ii) reduce the   principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder,   without the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of   payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or   reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of   any Commitment, without the written consent of each Lender directly affected thereby, (iv) change   Section 2.18(b) or (d) in a manner that would alter the pro rata sharing of payments required thereby,   without the written consent of each Lender, (v) change any of the provisions of this Section or the  definition of “Required Lenders” or any other provision hereof specifying the number or percentage of  Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any                                          65 





 






     consent hereunder, or (vi) except as provided in clause (d) of this Section or to any Security Document,   release all of substantially all of the Collateral, without the written consent of each Lender; provided   further that no such agreement shall amend, modify or otherwise affect the rights or duties of the   Administrative Agent hereunder without the prior written consent of the Administrative Agent.    Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification   of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment,   waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and  then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or  other modification.                  Notwithstanding the foregoing (but subject to the limitations set forth in Sections   9.02(b)(i), 9.02(b)(ii) and 9.02(b)(iii)), this Agreement and any other Financing Document may be   amended (or amended and restated) with the written consent of the Required Lenders, the Administrative   Agent and the Borrower (x) to add one or more credit facilities to this Agreement and to permit   extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect   thereof to share ratably in the benefits of this Agreement and the other Financing Documents and the   accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such  credit facilities in any determination of the Required Lenders and Lenders.                  The Lenders hereby irrevocably authorize the Administrative Agent, at its option and  in its sole discretion, to release any Liens granted to the Administrative Agent by the Borrower on any  Collateral (i) upon the termination of all the Commitments, payment and satisfaction in full in cash of all  Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all  Unliquidated Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property  being sold or disposed of if the Borrower certifies to the Administrative Agent that the sale or disposition  is made in compliance with the terms of this Agreement (and the Administrative Agent may rely  conclusively on any such certificate, without further inquiry), (iii) constituting property leased to the  Borrower or any Subsidiary under a lease which has expired or been terminated in a transaction permitted  under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in  connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to  Article VII.  Any such release shall not in any manner discharge, affect, or impair the Obligations or any  Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all  interests retained by the Borrower, including the proceeds of any sale, all of which shall continue to  constitute part of the Collateral.                  If, in connection with any proposed amendment, waiver or consent requiring the   consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders   is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is   necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower   may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that,   concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to   the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash at par the   Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and  Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations  of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of  clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day   funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to   such Non-Consenting Lender by the Borrower hereunder to and including the date of termination,   including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17,   and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of                                           66 





 






     such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such   date rather than sold to the replacement Lender.                 Notwithstanding anything to the contrary herein the Administrative Agent may, with  the consent of the Borrower only, amend, modify or supplement this Agreement or any of the other  Financing Documents to cure any ambiguity, omission, mistake, defect or inconsistency.                SECTION 9.03.  Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay   (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,   including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in   connection with the syndication and distribution (including, without limitation, via the internet or through   a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration   of this Agreement and the other Financing Documents or any amendments, modifications or waivers of   the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be   consummated) and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender,  including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender,  in connection with the enforcement or protection of its rights in connection with this Agreement and any  other Financing Document, including its rights under this Section, or in connection with the Loans made  hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or  negotiations in respect of such Loans.                  The Borrower shall indemnify the Administrative Agent, each Lender, and each  Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,   and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and  related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee,  incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the  execution or delivery of any Financing Document or any agreement or instrument contemplated thereby,  the performance by the parties hereto of their respective obligations thereunder or the consummation of  the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds  therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property  owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in  any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,  investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation,  investigation or proceeding is brought by the Borrower or any of its Affiliates or its or their respective  equity holders, Affiliates, creditors or any other third Person and whether is based on contract, tort or any  other theory, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity   shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities,   penalties or related expenses are determined by a court of competent jurisdiction by final and  nonappealable judgment to have resulted from the gross negligence or willful misconduct of such  Indemnitee or the material breach in bad faith by any Indemnitee of its express obligations hereunder  pursuant to a claim initiated by Borrower.  This Section 9.03(b) shall not apply with respect to Taxes   other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.                  To the extent that the Borrower fails to pay any amount required to be paid by it to the  Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to   the Administrative Agent, such Lender’s Applicable Percentage (determined as of the time that the   applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being  understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any  default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim,   damage, liability or related expense, as the case may be, was incurred by or asserted against the   Administrative Agent in its capacity as such.                                          67 





 






                   To the extent permitted by applicable law, the Borrower shall not assert, and hereby  waives, any claim against any Indemnitee (i) except to the extent a court of competent jurisdiction  determines in a final and nonappealable judgment that such damage is the result of such Indemnitiee’s  gross negligence or willful misconduct or the material breach in bad faith by any Indemnitee of its  express obligations hereunder pursuant to a claim initiated by the Borrower, for any damages arising from  the use by others of information or other materials obtained through telecommunications, electronic or  other information transmission systems (including the Internet), or (ii) on any theory of liability, for  special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out  of, in connection with, or as a result of, this Agreement, any other Financing Document or any agreement  or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds  thereof.                  All amounts due under this Section shall be payable not later than fifteen (15) days   after written demand therefor.                SECTION 9.04.  Successors and Assigns. (a) The provisions of this Agreement shall be   binding upon and inure to the benefit of the parties hereto and their respective successors and assigns   permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or  obligations hereunder without the prior written consent of each Lender (and any attempted assignment or  transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or  otherwise transfer its rights or obligations hereunder except in accordance with this Section.  Nothing in  this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties  hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in  paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of   each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or   by reason of this Agreement.                (b) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign         to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and         obligations under this Agreement (including all or a portion of its Commitments and the Loans at         the time owing to it) with the prior written consent (such consent not to be unreasonably withheld         or delayed) of:                     (A) the Borrower (provided that the Borrower shall be deemed to have consented               to any such assignment unless it shall object thereto by written notice to the               Administrative Agent within five (5) Business Days after having received notice thereof);               provided, further, that no consent of the Borrower shall be required for an assignment to a               Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has               occurred and is continuing, any other assignee; and                     (B) the Administrative Agent;   provided that (x) no assignment to the Borrower or any Affiliate of the Borrower shall be permitted and   (y) any assignment made in violation of this proviso shall be void ab initio.                   (i)  Assignments shall be subject to the following additional conditions:                     (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or               an Approved Fund or an assignment of the entire remaining amount of the assigning               Lender’s Commitment or Loans, the amount of the Commitment or Loans of the               assigning Lender subject to each such assignment (determined as of the date the               Assignment and Assumption with respect to such assignment is delivered to the               Administrative Agent) shall not be less than $5,000,000  unless each of the Borrower and                                           68 





 






                 the Administrative Agent otherwise consent, provided that no such consent of the               Borrower shall be required if an Event of Default has occurred and is continuing;                     (B) each partial assignment shall be made as an assignment of a proportionate              part of all the assigning Lender’s rights and obligations under this Agreement;                     (C) the parties to each assignment shall execute and deliver to the Administrative              Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement               incorporating an Assignment and Assumption by reference pursuant to a Platform as to               which the Administrative Agent and the parties to the Assignment and Assumption are               participants, together with a processing and recordation fee of $3,500, such fee to be paid               by either the assigning Lender or the assignee Lender or shared between such Lenders;                     (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative               Agent an Administrative Questionnaire in which the assignee designates one or more               credit contacts to whom all syndicate-level information (which may contain material non-              public information about the Borrower and its Affiliates and their Related Parties or their               respective securities) will be made available and who may receive such information in               accordance with the assignee’s compliance procedures and applicable laws, including               Federal and state securities laws; and                     (E) without the prior written consent of the Administrative Agent, no assignment               shall be made to a prospective assignee that bears a relationship to the Borrower               described in Section 108(e)(4) of the Code.               For the purposes of this Section 9.04(b), the terms “Approved Fund” and “Ineligible   Institution” have the following meanings:               “Approved Fund” means any Person (other than a natural person) that is engaged in   making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary  course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or  (c) an entity or an Affiliate of an entity that administers or manages a Lender.               “Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender   Parent, (c) the Borrower, any of its Subsidiaries or any of its Affiliates, or (d) a company, investment   vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s)   thereof.               (ii)  Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this   Section, from and after the effective date specified in each Assignment and Assumption the assignee   thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and   Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender   thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released   from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering   all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a   party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03).  Any   assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply   with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a   participation in such rights and obligations in accordance with paragraph (c) of this Section.               (iii)  The Administrative Agent, acting for this purpose as a non-fiduciary agent of the  Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it  and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and  principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof  from time to time (the “Register”).  The entries in the Register shall be conclusive absent demonstrable                                           69 





 






     error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is   recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this   Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the   Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.               (iv)  Upon its receipt of (x) a duly completed Assignment and Assumption executed by   an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an   Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent   and the parties to the Assignment and Assumption are participants, the assignee’s completed   Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing   and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment   required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and   Assumption and record the information contained therein in the Register; provided that if either the   assigning Lender or the assignee shall have failed to make any payment required to be made by it   pursuant to 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have no obligation   to accept such Assignment and Assumption and record the information therein in the Register unless and   until such payment shall have been made in full, together with all accrued interest thereon.  No   assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as   provided in this paragraph.               (c)   Any Lender may, without the consent of the Borrower or the Administrative  Agent, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible   Institution in all or a portion of such Lender’s rights and obligations under this Agreement (including all   or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations   under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the  other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative  Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection  with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant  to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to  enforce this Agreement and to approve any amendment, modification or waiver of any provision of this  Agreement; provided that such agreement or instrument may provide that such Lender will not, without   the consent of the Participant, agree to any amendment, modification or waiver described in the first   proviso to Section 9.02(b) that affects such Participant.  The Borrower agrees that each Participant shall   be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations   therein, including the requirements under Section 2.17(f) (it being understood that the documentation   required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it   were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section;   provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it   were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater   payment under Sections 2.15 or 2.17, with respect to any participation, than its participating Lender   would have been entitled to receive, except to the extent such entitlement to receive a greater payment   results from a Change in Law that occurs after the Participant acquired the applicable participation.  To  the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as   though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as though it   were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as a non-  fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each   Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or   other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have   any obligation to disclose all or any portion of the Participant Register to any Person (including the   identity of any Participant or any information relating to a Participant’s interest in any Commitments or   Loans or its other obligations under any Financing Document) except to the extent that such disclosure is  necessary to establish that such Commitment, Loan or other obligation is in registered form under Section                                          70 





 






     5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be   conclusive absent demonstrable error, and such Lender shall treat each person whose name is recorded in   the Participant Register as the owner of such participation for all purposes of this Agreement   notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its   capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.                (d)   Any Lender may at any time pledge or assign a security interest in all or any  portion of its rights under this Agreement to secure obligations of such Lender, including without  limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central  banking authority, and this Section shall not apply to any such pledge or assignment of a security interest;  provided that no such pledge or assignment of a security interest shall release a Lender from any of its   obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.               SECTION 9.05.  Survival.  All covenants, agreements, representations and warranties   made by the Borrower in the Financing Documents and in the certificates or other instruments delivered   in connection with or pursuant to this Agreement or any other Financing Document shall be considered to   have been relied upon by the other parties hereto and shall survive the execution and delivery of the   Financing Documents and the making of any Loans, regardless of any investigation made by any such   other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have   had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is   extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued   interest on any Loan or any fee or any other amount payable under this Agreement or any other Financing   Document is outstanding and unpaid and so long as the Commitments have not terminated.  The   provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and   effect regardless of the consummation of the transactions contemplated hereby, the repayment of the   Loans, the termination of the Commitments or the termination of this Agreement or any other Financing   Document or any provision hereof or thereof.                SECTION 9.06.  Counterparts; Integration; Effectiveness; Electronic Execution.  This   Agreement may be executed in counterparts (and by different parties hereto on different counterparts),   each of which shall constitute an original, but all of which when taken together shall constitute a single   contract.  This Agreement, the other Financing Documents and any separate letter agreements with   respect to fees payable to the Administrative Agent constitute the entire contract among the parties   relating to the subject matter hereof and supersede any and all previous agreements and understandings,  oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement   shall become effective when it shall have been executed by the Administrative Agent and when the   Administrative Agent shall have received counterparts hereof which, when taken together, bear the  signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit  of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a  signature page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces  an image of the actual executed signature page shall be effective as delivery of a manually executed  counterpart of this Agreement.  The words “execution,” “signed,” “signature,” “delivery,” and words of  like import in or relating to any  document to be signed in connection with this Agreement and the  transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the  keeping of records in electronic form, each of which shall be of the same legal effect, validity or  enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based  recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,  including the Federal Electronic Signatures in Global and National Commerce Act, the New York State  Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic  Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic  signatures in any form or format without its prior written consent.                                           71 





 






                 SECTION 9.07.  Severability.  Any provision of any Financing Document held to be   invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the   extent of such invalidity, illegality or unenforceability without affecting the validity, legality and   enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a  particular jurisdiction shall not invalidate such provision in any other jurisdiction.                SECTION 9.08.  Right of Setoff.  If an Event of Default shall have occurred and be   continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time,   to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or   demand, provisional or final and in whatever currency denominated) at any time held and other  obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the  Borrower against any of and all of the Secured Obligations held by such Lender, irrespective of whether  or not such Lender shall have made any demand under the Financing Documents and although such  obligations may be unmatured.  The rights of each Lender under this Section are in addition to other  rights and remedies (including other rights of setoff) which such Lender may have.                SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.  (a) This   Agreement shall be construed in accordance with and governed by the law of the State of New York.                  The Borrower hereby irrevocably and unconditionally submits, for itself and its  property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in the  Borough of Manhattan and of the United States District Court for the Southern District of New York  sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or  proceeding arising out of or relating to any Financing Document, or for recognition or enforcement of any  judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in  respect of any such action or proceeding may be heard and determined in such New York State or, to the  extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in  any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on  the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Financing  Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring  any action or proceeding relating to this Agreement or any other Financing Document against the  Borrower or its properties in the courts of any jurisdiction.                  The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it   may legally and effectively do so, any objection which it may now or hereafter have to the laying of   venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Financing   Document in any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby   irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the   maintenance of such action or proceeding in any such court.                  Each party to this Agreement irrevocably consents to service of process in the manner   provided for notices in Section 9.01.  Nothing in this Agreement or any other Financing Document will   affect the right of any party to this Agreement to serve process in any other manner permitted by law.                SECTION 9.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY   WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT   MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY   ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER FINANCING   DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER   BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO   (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY                                          72 





 






     HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD  NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND  (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED  TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS  AND CERTIFICATIONS IN THIS SECTION.                SECTION 9.11.  Headings.  Article and Section headings and the Table of Contents used   herein are for convenience of reference only, are not part of this Agreement and shall not affect the   construction of, or be taken into consideration in interpreting, this Agreement.                SECTION 9.12.  Confidentiality.  Each of the Administrative Agent and the Lenders   agrees to maintain the confidentiality of the Information (as defined below), except that Information may   be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants,   legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made   will be informed of the confidential nature of such Information and instructed to keep such Information   confidential), (b) to the extent requested or required by any Governmental Authority (including any self- regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent  required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other  party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any  other Financing Document or any suit, action or proceeding relating to this Agreement or any other  Financing Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement  containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant  in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement  or (ii)any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating  to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such  Information (i) becomes publicly available other than as a result of a breach of this Section or  (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a  source other than the Borrower.  For the purposes of this Section, “Information” means all information  received from the Borrower relating to the Borrower or its business, other than any such information that  is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by  the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to  data service providers, including league table providers, that serve the lending industry; provided that, in   the case of information received from the Borrower after the date hereof, such information is clearly   identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of   Information as provided in this Section shall be considered to have complied with its obligation to do so if  such Person has exercised the same degree of care to maintain the confidentiality of such Information as  such Person would accord to its own confidential information.    EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY   PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY   INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS   RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS   DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON- PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL           NON-PUBLIC  INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,  INCLUDING PROVINCIAL, FEDERAL AND STATE SECURITIES LAWS.   ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,  FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN  THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE LEVEL  INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC        INFORMATION ABOUT                                          73 





 






     THE BORROWER, ITS     RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.   ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE  ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE  QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY  CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS  COMPLIANCE PROCEDURES AND APPLICABLE LAW.                SECTION 9.13.  USA PATRIOT Act.  Each Lender that is subject to the requirements of   the Patriot Act hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is   required to obtain, verify and record information that identifies the Borrower, which information includes   the name and address of the Borrower and other information that will allow such Lender to identify the   Borrower in accordance with the Patriot Act.                SECTION 9.14.  Appointment for Perfection.  Each Lender hereby appoints each other   Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the   Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law can   be perfected only by possession or control.  Should any Lender (other than the Administrative Agent)   obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent   thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to   the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative   Agent’s instructions.                SECTION 9.15.  Interest Rate Limitation.  Notwithstanding anything herein to the   contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other   amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),   shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged,   taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate   of interest payable in respect of such Loan hereunder, together with all Charges payable in respect   thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that   would have been payable in respect of such Loan but were not payable as a result of the operation of this   Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans   or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,   together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have   been received by such Lender.                SECTION 9.16.  No Advisory or Fiduciary Responsibility.  In connection with all aspects   of each transaction contemplated hereby (including in connection with any amendment, waiver or other   modification hereof or of any other Financing Document), the Borrower acknowledges and agrees that: (i)   (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length   commercial transactions between the Borrower and its Affiliates, on the one hand, and each Credit Party   and its Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory   and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating,   and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and   by the other Financing Documents; (ii) (A) each of the Credit Parties and their Affiliates is and has been   acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been,   is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or   any other Person and (B) no Credit Party or any of its Affiliates has any obligation to the Borrower or any   of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly   set forth herein and in the other Financing Documents; and (iii) each of the Credit Parties and their   respective Affiliates may be engaged in a broad range of transactions that involve interests that differ   from those of the Borrower and its Affiliates, and no Credit Party or any of its Affiliates has any                                          74 





 






     obligation to disclose any of such interests to the Borrower or its Affiliates.  The Borrower hereby agrees   that it will not assert any claim against any Credit Party based on an alleged breach of agency or fiduciary   duty in connection with this Agreement or any aspect of any transaction contemplated hereby.                SECTION 9.17.  Acknowledgment and Consent to Bail-In of EEA Financial Institutions.   Notwithstanding anything to the contrary in any Financing Document or in any other agreement,   arrangement or understanding among any such parties, each party hereto acknowledges that any liability   of any EEA Financial Institution arising under any Financing Document may be subject to the Write- Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and  acknowledges and agrees to be bound by:                  the application of any Write-Down and Conversion Powers by an EEA Resolution  Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is  an EEA Financial Institution; and                  the effects of any Bail-In Action on any such liability, including, if applicable:                (i)  a reduction in full or in part or cancellation of any such liability;                (ii)  a conversion of all, or a portion of, such liability into shares or other instruments of        ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be        issued to it or otherwise conferred on it, and that such shares or other instruments of ownership        will be accepted by it in lieu of any rights with respect to any such liability under this Agreement        or any other Financing Document; or                (iii)  the variation of the terms of such liability in connection with the exercise of the        Write-Down and Conversion Powers of any EEA Resolution Authority.                                 [Signature Pages Follow]                                          75 





 












 












 












 












 






                                       SCHEDULE 2.01                                                        COMMITMENTS                                                    Lender                      Commitment ($)  Mizuho Bank, Ltd.                                 $75,000,000  CoBank, ACB                                       $70,000,000  U.S. Bank National Association                    $65,000,000        Aggregate Commitments                      $210,000,000                                                  





 






                                                                                                                       EXHIBIT A                           ASSIGNMENT AND ASSUMPTION                                                         This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the   Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the   “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined   herein shall have the meanings given to them in the Term Loan Agreement identified below (as amended,   the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The   Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated   herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.                For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the  Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and  in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date  inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and  obligations in its capacity as a Lender under the Credit Agreement and any other documents or  instruments delivered pursuant thereto to the extent related to the amount and percentage interest  identified below of all of such outstanding rights and obligations of the Assignor under the respective  facilities identified below (including any guarantees included in such facilities) and (ii) to the extent  permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the  Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in  connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or  the loan transactions governed thereby or in any way based on or related to any of the foregoing,  including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or  in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights   and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein   collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor   and, except as expressly provided in this Assignment and Assumption, without representation or warranty   by the Assignor.    1. Assignor:            ______________________________                              2. Assignee:                                       [and is an Affiliate/Approved Fund of [identify Lender]1]                              3. Borrower:            Puget Energy, Inc., a Washington corporation                              4. Administrative Agent: Mizuho Bank, Ltd., as the administrative agent under the Credit                           Agreement                              5. Credit Agreement:    The Term Loan Agreement dated as of September 26, 2019 among Puget                           Energy, Inc., the Lenders parties thereto and Mizuho Bank, Ltd., as                           Administrative Agent                                                                                                                                                                                1 Select as applicable.           





 






    6.  Assigned Interest:                                                                     Percentage Assigned                           Aggregate Amount of     Amount of            of                         Commitment/Loans for all Commitment/    Commitment/Loans     Facility Assigned2        Lenders          Loans Assigned          3                         $                     $                          %                           $                     $                          %                           $                     $                          %        Effective Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT   AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE   REGISTER THEREFOR.]        The terms set forth in this Assignment and Assumption are hereby agreed to:                                               ASSIGNOR                                                                                    [NAME OF ASSIGNOR]                                                                                                                              By:                                                  Title:                                                                                    ASSIGNEE                                                                                    [NAME OF ASSIGNEE]                                                                                                                              By:                                                  Title:                                                                                                                  2 Fill in the appropriate terminology for the types of facilities under the Term Loan Agreement that are  being assigned under this Assignment (e.g., “Commitment”, “Loan”, etc.).         3 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.                                          2   





 






                                            [Consented to and Accepted:                                                       MIZUHO BANK, LTD., as Administrative Agent                                              By:  ________________________________                Name:                                          Title: ]1                                                                        1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit  Agreement.                                         2               





 






   [Consented to:                                                                    PUGET ENERGY, INC.                                                                  By:  ________________________________                Name:                                          Title: ]5                                                                5 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.      





 






                                        ANNEX I                       STANDARD TERMS AND CONDITIONS FOR                           ASSIGNMENT AND ASSUMPTION                                                         1.  Representations and Warranties.                1.1  Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and   beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,   encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action   necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions   contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or  representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the  execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or  any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates  or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by  the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective  obligations under any Loan Document.                1.2. Assignee.  The Assignee (a) represents and warrants that (i) it has full power and   authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and   to consummate the transactions contemplated hereby and to become a Lender under the Credit   Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to   be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the   Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to   the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a   copy of the Credit Agreement, together with copies of the most recent financial statements delivered   pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has   deemed appropriate to make its own credit analysis and decision to enter into this Assignment and   Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and   decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it   is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be   delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the   Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent,  the Assignor or any other Lender, and based on such documents and information as it shall deem  appropriate at the time, continue to make its own credit decisions in taking or not taking action under the  Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by  the terms of the Loan Documents are required to be performed by it as a Lender.                 (b) agrees that (i) it will, independently and without reliance on the Administrative  Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem  appropriate at the time, continue to make its own credit decisions in taking or not taking action under the  Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by  the terms of the Loan Documents are required to be performed by it as a Lender.                2.  Payments.  From and after the Effective Date, the Administrative Agent shall make all   payments in respect of the Assigned Interest (including payments of principal, interest, fees and other   amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the   Assignee for amounts which have accrued from and after the Effective Date.                3. General Provisions.  This Assignment and Assumption shall be binding upon, and   inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment        





 






     and Assumption may be executed in any number of counterparts, which together shall constitute one   instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption   by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and  Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with,  the law of the State of New York.         





 






                                                                                                            EXHIBIT B                                                                     [FORM OF] BORROWING REQUEST                                [COMPANY NAME/HEADER]                                                                         Date:  [  ], 20[  ]                                                                                    To:    Mizuho Bank, Ltd., as Administrative Agent         1800 Plaza Ten, Harborside Financial Center         Jersey City, NJ 07311          Attention of Joyce Raynor         Telephone No. (201) 626-9330)         Email: lau_agent@mizuhogroup.com    Ladies and Gentlemen:      This Borrowing Request is furnished pursuant to Section 2.03 of that certain Term Loan Agreement, dated  as of September 26, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing   from time to time, the “Term Loan Agreement”), among Puget Energy, Inc., (the “Borrower”), the Lenders   from time to time party thereto and Mizuho Bank, Ltd., as Administrative Agent.  Unless otherwise defined   herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Term   Loan Agreement.  The Borrower represents that, as of this date, the conditions precedent set forth in   Section 4.02 are satisfied.                The Borrower hereby notifies the Administrative Agent of its request for the following Borrowing:       1.    Aggregate Amount of the Borrowing6:             $_________________.      2.    Borrowing Date of the Borrowing (must be a Business Day): ____________.      3.    The Borrowing shall be a ___ ABR Borrowing or ___ Eurodollar Borrowing. 7      4.    If a Eurodollar Borrowing, the duration of Interest Period8:             One Week _________          One Month __________          Two Months __________          Three Months_________                                                           6 Must comply with Section 2.02(c) of the Agreement   7 If no election is made, then the requested Borrowing shall be an ABR Borrowing   8 Shall be subject to the definition of “Interest Period.”  Cannot extend beyond the Maturity Date.  If an Interest Period   is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.                                               





 






                                                                             Six Months__________   5.    Location and number of the Borrower’s account or any other account agreed upon by the        Administrative Agent and the Borrower to which proceeds of Borrowing are to be        disbursed:  [_________________].                                               





 






                               PUGET ENERGY, INC.      By:                                   Name:  Title:                                           





 






                                       EXHIBIT C                      FORM OF INCREASING LENDER SUPPLEMENT                                                        INCREASING LENDER SUPPLEMENT, dated __________, 20___ (this   “Supplement”), by and among each of the signatories hereto, to the Term Loan Agreement, dated as of   September 26, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the   “Credit Agreement”), among Puget Energy, Inc. (the “Borrower”), the Lenders party thereto and Mizuho   Bank, Ltd., as administrative agent (in such capacity, the “Administrative Agent”).                                     W I T N E S S E T H                  WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower has the   right, subject to the terms and conditions thereof, to from time to time request Incremental Term Loans   under the Credit Agreement by requesting one or more Lenders to participate in such a tranche;                WHEREAS, the Borrower has given notice to the Administrative Agent of its intention to  request Incremental Term Loans pursuant to such Section 2.20; and                WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the undersigned   Increasing Lender now desires to increase the amount of its Loan under the Credit Agreement by   executing and delivering to the Borrower and the Administrative Agent this Supplement;                NOW, THEREFORE, each of the parties hereto hereby agrees as follows:                1.  The undersigned Increasing Lender agrees, subject to the terms and conditions of the  Credit Agreement, that on the date of this Supplement it shall have its Loan increased by $[__________],   thereby making the aggregate amount of its total Loan equal to $[__________].                2.  The Borrower hereby represents and warrants that no Default or Event of Default has  occurred and is continuing on and as of the date hereof.                3.  Terms defined in the Credit Agreement shall have their defined meanings when used  herein.                4.  This Supplement shall be governed by, and construed in accordance with, the laws of  the State of New York.               5.  This Supplement may be executed in any number of counterparts and by different  parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original  and all of which taken together shall constitute one and the same document.                 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]        





 






                                                           IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be  executed and delivered by a duly authorized officer on the date first above written.                                        [INSERT NAME OF INCREASING LENDER]                                                                                                                     By:____________________________________                                       Name:                                       Title:                                             Accepted and agreed to as of the date first written above:      PUGET ENERGY, INC.         By:______________________________________   Name:   Title:         Acknowledged as of the date first written above:      MIZUHO BANK, LTD.,   as Administrative Agent         By:______________________________________   Name:   Title:                                                 2   





 






                                       EXHIBIT D                     FORM OF AUGMENTING LENDER SUPPLEMENT                 AUGMENTING LENDER SUPPLEMENT, dated __________, 20___ (this  “Supplement”), to the Term Loan Agreement, dated as of September 26, 2019 (as amended, restated,   supplemented or otherwise modified from time to time, the “Credit Agreement”), among Puget Energy,   Inc. (the “Borrower”), the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent (in such   capacity, the “Administrative Agent”).                                   W I T N E S S E T H                                                         WHEREAS, the Credit Agreement provides in Section 2.20 thereof that any bank,   financial institution or other entity may extend Loans under the Credit Agreement subject to the approval   of the Borrower and the Administrative Agent, by executing and delivering to the Borrower and the   Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement;   and                WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit  Agreement but now desires to become a party thereto;                NOW, THEREFORE, each of the parties hereto hereby agrees as follows:                1.  The undersigned Augmenting Lender agrees to be bound by the provisions of the  Credit Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all  purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Loan of  $[__________].                2.  The undersigned Augmenting Lender (a) represents and warrants that it is legally  authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit Agreement,   together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as   applicable, and has reviewed such other documents and information as it has deemed appropriate to make   its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently  and without reliance upon the Administrative Agent or any other Lender and based on such documents  and information as it shall deem appropriate at the time, continue to make its own credit decisions in  taking or not taking action under the Credit Agreement or any other instrument or document furnished   pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as   agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other   instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent   by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be   bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the   obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.                3.  The undersigned’s address for notices for the purposes of the Credit Agreement is as  follows:                      [___________]                     [___________]                     [___________]                                   4.  The Borrower hereby represents and warrants that no Default or Event of Default has  occurred and is continuing on and as of the date hereof.        





 






                                5.  Terms defined in the Credit Agreement shall have their defined meanings when used  herein.                6.  This Supplement shall be governed by, and construed in accordance with, the laws of  the State of New York.               7.  This Supplement may be executed in any number of counterparts and by different  parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original  and all of which taken together shall constitute one and the same document.                 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]                                           2   





 






                   IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be  executed and delivered by a duly authorized officer on the date first above written.                                        [INSERT NAME OF AUGMENTING LENDER]                                                                                                                     By:                                                                        Name:                                       Title:                                             Accepted and agreed to as of the date first written above:      PUGET ENERGY, INC.         By:_____________________________________   Name:   Title:         Acknowledged as of the date first written above:      MIZUHO BANK, LTD.,    as Administrative Agent         By:_____________________________________   Name:   Title:                                           3   





 






                                       EXHIBIT E                            LIST OF CLOSING DOCUMENTS                                  PUGET ENERGY, INC.                                                                        TERM LOAN AGREEMENT                                                                           September 26, 2019                                                                     LIST OF CLOSING DOCUMENTS1                                                                        A.    LOAN DOCUMENTS     1.    Term Loan Agreement (the “Credit Agreement”) by and among Puget Energy, Inc., a Washington         corporation (the “Borrower”), the institutions from time to time parties thereto as Lenders (the         “Lenders”) and Mizuho Bank, Ltd., in its capacity as Administrative Agent for itself and the other         Lenders (the “Administrative Agent”), evidencing a term loan agreement to the Borrower from         the Lenders in an initial aggregate principal amount of $210,000,000.                                       SCHEDULES            Schedule 1.01(a)  –     Existing Indebtedness         Schedule 1.01(b)  –     Permitted Holders         Schedule 2.01     –     Commitments         Schedule 3.04     –     Regulatory Approvals         Schedule 3.13(a)  –     Subsidiaries         Schedule 3.13(b)  –     Subsidiaries’ Jurisdictions of Organization         Schedule 3.14     –     Existing Dividend Restrictions         Schedule 3.15     –     Litigation         Schedule 3.19     –     Environmental Matters         Schedule 3.21     –     Affiliate Transactions         Schedule 5.07     –     Properties and Assets         Schedule 6.01(b)  –     Existing Liens         Schedule 6.03(l)  –     Investments                                                                               EXHIBITS                                                   Exhibit A         –     Form of Assignment and Assumption         Exhibit B         –     Form of Borrowing Request         Exhibit C         –     Form of Increasing Lender Supplement         Exhibit D         –     Form of Augmenting Lender Supplement          Exhibit E         –     List of Closing Documents         Exhibit F         –     Form of Term Note         Exhibit G-1       –     Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Not                                 Partnerships)         Exhibit G-2       –     Form of U.S. Tax Certificate (Non-U.S. Lenders That Are                                 Partnerships)                                                                1 Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in  the above-defined Credit Agreement.  Items appearing in bold and italics shall be prepared and/or provided by the  Borrower and/or Borrower’s counsel.        





 






           Exhibit G-3      –     Form of U.S. Tax Certificate (Non-U.S. Participants That Are                                Not Partnerships)         Exhibit G-4      –     Form of U.S. Tax Certificate (Non-U.S. Participants That Are                                Partnerships)         Exhibit H         –     Collateral Agency Agreement         Exhibit I         –     Form of Interest Election Request         Exhibit J         –     Form of Solvency Certificate         Exhibit K         –     Pledge Agreement         Exhibit L         –     Security Agreement         Exhibit M         –     Terms of Subordination         Exhibit N         –     Form of Prepayment Notice            2.    Reaffirmation Agreement, executed by the Borrower and Puget Equico LLC in favor of         JPMorgan Chase Bank, N.A., as Collateral Agent (the “Collateral Agent”).            3.    Notes, if any, executed by the Borrower in favor of each of the Lenders, if any, which has         requested a note pursuant to Section 2.10(e) of the Credit Agreement.      4.               i.  Copy of Amended and Restated Pledge Agreement between Puget Equico LLC               (“Equico”) and JPMorgan Chase Bank, N.A., as successor Collateral Agent, together               with copies of the applicable pledged securities.          ii.  Copy of Amendment No. 1 to Amended and Restated Pledge Agreement.      5.               i.  Copy of Amended and Restated Borrower Security Agreement between the Borrower and               the Collateral Agent, together with copies of the applicable pledged securities.          ii.  Copy of Amendment No. 1 to Amended and Restated Borrower Security Agreement.      6.                i.  Amended and Restated Collateral Agency Agreement by and among the Borrower,               Equico, the Administrative Agent and the other parties thereto, together with Amendment               No. 1 to Amended and Restated Collateral Agency Agreement.          ii.  Joinder Agreement to that certain Amended and Restated Collateral Agency Agreement,               dated as of the date hereof, executed by the Administrative Agent.                            B.    CORPORATE DOCUMENTS    7.     Certificate of the Secretary or an Assistant Secretary of the Borrower in his or her capacity as         such officer certifying (i) that there have been no changes in the Articles of Incorporation of         the Borrower, as attached thereto and as certified as of a recent date by the Secretary of State         (or analogous governmental entity) of the State of Washington, since the date of the         certification thereof by such governmental entity, (ii) the By-Laws, as attached thereto, of the         Borrower as in effect on the date of such certification, (iii) resolutions of the board of directors         of the Borrower authorizing the execution, delivery and performance of each Loan Document         and (iv) the names and true signatures of the incumbent officers of the Borrower authorized to         sign the Loan Documents and authorized to request a Borrowing under the Credit Agreement.    8.     Certificate of Existence for the Borrower from the Secretary of State of the State of         Washington.                                            2   





 






                                    C.    OPINION           9.     Opinion of Perkins Coie, counsel for the Borrower.                               D.    UCC DOCUMENTATION                                           10.   UCC, tax lien and name variation search reports with respect to the Borrower and Equico from        the appropriate offices in the State of Washington.                   E.    CLOSING CERTIFICATES AND MISCELLANEOUS    11.   A Certificate signed by the President, a Vice President or a Financial Officer of the Borrower        in his or her capacity as such officer certifying the following:  (i) all of the representations and        warranties of the Borrower set forth in the Credit Agreement are true and correct and (ii) no        Default or Event of Default has occurred and is then continuing.                                                                                                3   





 






                                       EXHIBIT F                             FORM OF TERM LOAN NOTE                                                                                NOTE                                            $______________                                                        [DATE]            FOR VALUE RECEIVED, the undersigned, PUGET ENERGY, INC., a Washington corporation  (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of [LENDER   NAME] (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the   Borrower pursuant to the “Term Loan Agreement” (as defined below) on the Maturity Date or on such  earlier date as may be required by the terms of the Term Loan Agreement.  Capitalized terms used herein   and not otherwise defined herein are as defined in the Term Loan Agreement.                  The undersigned Borrower promises to pay interest on the unpaid principal amount of each Loan  made to it from the date of such Loan until such principal amount is paid in full at a rate or rates per  annum determined in accordance with the terms of the Term Loan Agreement.  Interest hereunder is due  and payable at such times and on such dates as set forth in the Term Loan Agreement.                 At the time of each Loan, and upon each payment or prepayment of principal of each Loan, the  Lender shall make a notation either on the schedule attached hereto and made a part hereof, or in such  Lender’s own books and records, in each case specifying the amount of such Loan, the respective Interest  Period thereof (in the case of Eurodollar Loans) or the amount of principal paid or prepaid with respect to  such Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation   shall not affect the Obligations of the undersigned Borrower hereunder or under the Term Loan   Agreement.                  This Note is one of the notes referred to in, and is entitled to the benefits of, that certain Term  Loan Agreement dated as of September 26, 2019 by and among the Borrower, the financial institutions  from time to time parties thereto as Lenders and Mizuho Bank, Ltd., as Administrative Agent (as the same  may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan   Agreement”).  The Term Loan Agreement, among other things, (i) provides for the making of Loans by   the Lender to the undersigned Borrower [or, as applicable, Incremental Term Loans] in an aggregate  amount not to exceed at any time outstanding such Lender’s Commitment, the indebtedness of the  undersigned Borrower resulting from each such Loan to it being evidenced by this Note, and (ii) contains  provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for  prepayments of the principal hereof prior to the maturity hereof upon the terms and conditions therein  specified.                  Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the  Borrower.  Whenever in this Note reference is made to the Administrative Agent, the Lender or the  Borrower, such reference shall be deemed to include, as applicable, a reference to their respective  successors and assigns.  The provisions of this Note shall be binding upon and shall inure to the benefit of  said successors and assigns.  The Borrower’s successors and assigns shall include, without limitation, a  receiver, trustee or debtor in possession of or for the Borrower.                This Note shall be construed in accordance with and governed by the law of the State of New  York.                                                            [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]           





 






                     PUGET ENERGY, INC.                     By:                                        Name:       Title:           Signature Page to Note                





 






                                                    SCHEDULE OF LOANS AND PAYMENTS OR PREPAYMENTS                                                                                             Amount of                                                 Principal  Unpaid         Amount of   Interest   Paid or    Principal  Notation  Date      Loan    Period/Rate Prepaid    Balance    Made By                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





 






                                      EXHIBIT G-1                           FORM OF U.S. TAX CERTIFICATE                                                   (For Non-U.S. Lenders That Are Not Partnerships For U.S. federal Income Tax Purposes)            Reference is hereby made to the Term Loan Agreement dated as of September 26, 2019 (as   amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Puget   Energy, Inc. (the “Borrower”), the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent   (in such capacity, the “Administrative Agent”).            Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby   certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s)  evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the   meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower  within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation  related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in  question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.            The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its   non-U.S. person status on IRS Form W-8BEN or W-8BEN-E.  By executing this certificate, the   undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall   promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all   times furnished the Borrower and the Administrative Agent with a properly completed and currently   effective certificate in either the calendar year in which each payment is to be made to the undersigned, or   in either of the two calendar years preceding such payments.            Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall   have the meanings given to them in the Credit Agreement.         [NAME OF LENDER]      By:______________________________________   Name:   Title:      Date:  __________, 20[__]                                                      





 






                                    EXHIBIT G-2                          FORM OF U.S. TAX CERTIFICATE                                                  (For Non-U.S. Lenders That Are Partnerships For U.S. federal Income Tax Purposes)          Reference is hereby made to the Term Loan Agreement dated as of September 26, 2019 (as  amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Puget  Energy, Inc. (the “Borrower”), the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent  (in such capacity, the “Administrative Agent”).          Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby  certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s))  in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners  of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of  credit pursuant to this Credit Agreement, neither the undersigned nor any of its partners/members is a  bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or  business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a  ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none  of its partners/members is a controlled foreign corporation related to the Borrower as described in  Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected  with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.          The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W- 8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of its partners/members claiming  the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the  information provided on this certificate changes, the undersigned shall promptly so inform the Borrower  and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and  the Administrative Agent with a properly completed and currently effective certificate in either the  calendar year in which each payment is to be made to the undersigned, or in either of the two calendar  years preceding such payments.          Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall  have the meanings given to them in the Credit Agreement.    [NAME OF LENDER]    By:______________________________________  Name:  Title:    Date:  ________ __, 20[__]                                                





 






                                      EXHIBIT G-3                           FORM OF U.S. TAX CERTIFICATE                                                 (For Non-U.S. Participants That Are Not Partnerships For U.S. federal Income Tax Purposes)            Reference is hereby made to the Term Loan Agreement dated as of September 26, 2019 (as   amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Puget   Energy, Inc. (the “Borrower”), the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent   (in such capacity, the “Administrative Agent”).            Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby   certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is   providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,  (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the   Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in   Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected   with the undersigned’s conduct of a U.S. trade or business.            The undersigned has furnished its participating Lender with a certificate of its non- U.S. person   status on IRS Form W-8BEN or W-8BEN-E.  By executing this certificate, the undersigned agrees that   (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such   Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly   completed and currently effective certificate in either the calendar year in which each payment is to be   made to the undersigned, or in either of the two calendar years preceding such payments.            Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall   have the meanings given to them in the Credit Agreement.      [NAME OF LENDER]      By:______________________________________   Name:   Title:      Date:  ________ __, 20[__]                                                   





 






                                      EXHIBIT G-4                           FORM OF U.S. TAX CERTIFICATE                                                   (For Non-U.S. Participants That Are Partnerships For U.S. federal Income Tax Purposes)            Reference is hereby made to the Term Loan Agreement dated as of September 26, 2019 (as   amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Puget   Energy, Inc. (the “Borrower”), the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent   (in such capacity, the “Administrative Agent”).            Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby   certifies that (i) it is the sole record owner of the participation in respect of which it is providing this  certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect   such participation, neither the undersigned nor any of its partners/members is a bank extending credit   pursuant to a loan agreement entered into in the ordinary course of its trade or business within the   meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent  shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its  partners/members is a controlled foreign corporation related to the Borrower as described in  Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected  with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.            The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by   an IRS Form W-8BEN or W-8BEN-E from each of its partners/members claiming the portfolio interest  exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on  this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned  shall have at all times furnished such Lender with a properly completed and currently effective certificate  in either the calendar year in which each payment is to be made to the undersigned, or in either of the two  calendar years preceding such payments.          Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall   have the meanings given to them in the Credit Agreement.      [NAME OF PARTICIPANT]      By:______________________________________   Name:   Title:      Date:  ________ __, 20[__]        





 






                           EXHIBIT H  COLLATERAL AGENCY AGREEMENT                              [ATTACHED]                                





 






                                                                       EXECUTION COPY                    AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT                                                                               Dated as of February 6, 2009                           as amended and restated as of March 31, 2010                                                                                         among                                                                                 PUGET ENERGY INC.,                                       as the Borrower                                                                                  PUGET EQUICO LLC,                                        as the Parent                                                                                 BARCLAYS BANK PLC,                                    as the Collateral Agent,                                                                                 BARCLAYS BANK PLC,                                     as the Facility Agent                                             and                             AUTHORIZED REPRESENTATIVES                                 from time to time party hereto                                                                                                                                                NYDOCS01/1212479.10                               Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






                                      TABLE OF CONTENTS                                                                                      Page   Article 1.  Definitions and Interpretation ................................................................................................... 2          Section 1.01.  Principles of Interpretation ........................................................................................ 2          Section 1.02.  Definitions ................................................................................................................. 2   Article 2.  Appointment and Duties of Collateral Agent; Secured Parties' Agreements; Collateral            Matters  ......................................................................................................................................  11         Section 2.01. Appointment and Duties of Collateral Agent ........................................................... 11         Section 2.02. Secured Parties' Agreements; No Interference; Payment Over ................................ 11         Section 2.03. Possessory Collateral Agent as Gratuitous Bailee for Perfection ............................ 12         Section 2.04. Collateral Matters; Actions with Respect to Collateral; Prohibition on Contesting                            Liens ....................................................................................................... 13         Section 2.05. Absolute Rights of Secured Parties and Authorized Representatives ...................... 14         Section 2.06. Refinancings of Credit Agreement and Additional Credit Documents .................... 15         Section 2.07. Release of Liens on Collateral ................................................................................. 16   Article 3.  Decision Making; Voting; Notice and Procedures .................................................................. 16         Section 3.01. Decision Making ...................................................................................................... 16         Section 3.02. Voting Generally ...................................................................................................... 16         Section 3.03. Intercreditor Votes:  Each Party's Entitlement to Vote ............................................ 17         Section 3.04. Intercreditor Votes:  Votes Allocated to Each Party ................................................ 17         Section 3.05. [Reserved] ................................................................................................................ 18         Section 3.06. Exercise of Discretion With Respect to Intercreditor Aspects of the Credit                            Documents .............................................................................................. 18         Section 3.07. Certain Modifications by the Secured Parties .......................................................... 18         Section 3.08. Effect of Amendment on Collateral Agent .............................................................. 19         Section 3.09. Notification of Matters ............................................................................................. 19         Section 3.10. Notice of Amounts Owed ......................................................................................... 19   NYDOCS01/1212479.10                        i         Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   Article 4. Default; Remedies ................................................................................................................... 19          Section 4.01. Notice of Defaults .................................................................................................... 19          Section 4.02. Acceleration; Termination ....................................................................................... 20          Section 4.03. Instructions Upon Event of Default ......................................................................... 20          Section 4.04. Remedies  ................................................................................................................ 21          Section 4.05. Distribution of Collateral Proceeds .......................................................................... 21          Section 4.06. Sharing  ................................................................................................................ 22          Section 4.07. Insolvency or Liquidation Proceedings .................................................................... 22   Article 5.  Rights of Collateral Agent ....................................................................................................... 23          Section 5.01.       23   Article 6.  Resignation or Removal of the Collateral Agent .................................................................... 26   Article 7.  No Impairments of Other Rights ............................................................................................. 26   Article 8. Termination ............................................................................................................................. 26   Article 9. Miscellaneous .......................................................................................................................... 26         Section 9.01. Waiver  ................................................................................................................ 26         Section 9.02. Notices  ................................................................................................................ 27         Section 9.03. Amendments, Etc. .................................................................................................... 28         Section 9.04. Successors and Assigns ............................................................................................ 28         Section 9.05. Survival  ................................................................................................................ 28         Section 9.06. Severability .............................................................................................................. 29         Section 9.07. Counterparts ............................................................................................................. 29         Section 9.08. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY                            TRIAL .................................................................................................... 29          Section 9.09. Joinder  ................................................................................................................ 29          Section 9.10. Specific Performance ............................................................................................... 30          Section 9.11. Agreement for Benefit of Parties Hereto .................................................................. 30          Section 9.12. Integration ................................................................................................................ 30   NYDOCS01/1212479.10                        ii        Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   APPENDIX A                    Form of Joinder Agreement    NYDOCS01/1212479.10                                            iii        Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






              AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT                This AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (this  “Agreement”), dated as of February 6, 2009, as amended and restated as of March 31, 2010, among  PUGET ENERGY INC., a Washington corporation (the “Company”) (successor in interest by merger to  Puget Merger Sub Inc. (“Merger Sub”), PUGET EQUICO LLC, a Washington limited liability company  (the “Parent”), BARCLAYS BANK PLC, as facility agent under the Credit Agreement (as defined below)  (in such capacity, together with any successor facility agent appointed pursuant to the Credit Agreement,  the “Facility Agent”), BARCLAYS BANK PLC as collateral agent for the Secured Parties (in such  capacity, together with its successors and assigns, the “Collateral Agent”), each Interest Rate Hedge Bank  and each additional Authorized Representative from time to time party hereto for the Additional Secured  Parties with respect to which it is acting in such capacity.  Certain capitalized terms used herein are  defined in Article 1 of this Agreement.                                    W I T N E S S E T H :                WHEREAS, the Merger Sub entered into a Credit Agreement dated as of February 6,  2009 (said Agreement, as amended, amended and restated, supplemented or otherwise modified from  time to time, being the “Credit Agreement”) with the Facility Agent, the Lenders and the other parties  thereto;                 WHEREAS, the Company, upon the consummation of the Merger, assumed, pursuant to  the Assumption Agreement, all of the obligations of the Merger Sub under the Credit Agreement, this  Agreement and all of the other Financing Documents to which the Merger Sub was a party; the Merger  Sub (prior to the Effective Time) and the Company (upon and after the Effective Time) are referred to  herein as the “Borrower”;                 WHEREAS, each of the Interest Rate Hedge Banks has entered into or shall enter into  after the date hereof an Interest Hedging Agreement with the Borrower pursuant to which the Interest  Rate Hedge Banks will provide certain protection against movements in interest rates on the terms and  subject to the conditions set forth therein;                 WHEREAS, the Borrower may from time to time issue or enter into one or more notes,  indentures, promissory notes, credit agreements or such other credit documents, the obligations under  which may be secured by a first priority lien on the Collateral to the extent permitted under the Credit  Documents; and                 WHEREAS, the Facility Agent, as Authorized Representative for the Lenders under the  Credit Agreement, the Interest Rate Hedge Banks and the other Authorized Representatives for the  Additional Secured Parties wish to appoint the Collateral Agent to act on their behalf in accordance with  the provisions of the Security Documents and the terms hereof.                NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of  which is hereby acknowledged, the parties hereto hereby agree as follows:    NYDOCS01/1212479.10 S-1 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






                Article 1.    Definitions and Interpretation.                  Section 1.01.  Principles of Interpretation.  With reference to this Agreement, unless  otherwise specified herein or in such other Security Document:                (a)    The meanings of defined terms are equally applicable to the singular and plural  forms of the defined terms.                (b)    The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar  import when used herein shall refer to this Agreement as a whole and not to any particular provision  thereof.                 (i)   Article, Section, Exhibit and Schedule references are to this Agreement unless   specified to the contrary.                 (ii)  The term “including” is by way of example and not limitation.                 (iii) The term “documents” includes any and all instruments, documents, agreements,   certificates, notices, reports, financial statements and other writings, however evidenced, whether in   physical or electronic form.                (c)    In the computation of periods of time from a specified date to a later specified  date, the word “from” means “from and including”; the words “to” and “until” each mean “to but  excluding”; and the word “through” means “to and including”.                (d)    Section headings herein are included for convenience of reference only and shall  not affect the interpretation of this Agreement.                Section 1.02.  Definitions.  In addition, the following terms shall have the following  meanings under this Agreement:          “Additional Credit Documents” shall mean any indenture, note, promissory note, instrument or         other agreement entered into by the Borrower after the date of this Agreement, if any, pursuant to         which the Borrower will incur Additional Secured Obligations from time to time, to the extent         permitted under the Credit Documents, and which have been designated as Additional Credit         Documents in accordance with Section 9.09(b) of this Agreement.         “Additional Secured Obligations” shall mean any indebtedness and obligations of the Borrower         arising under any Additional Credit Document that the Borrower designates as Additional         Secured Obligations in accordance with Section 9.09(b) of this Agreement, in each case to the        extent permitted (if addressed therein, or, otherwise, not prohibited) under the Credit Agreement        and the other Credit Documents as of the date of such designation; provided that the holder of         such indebtedness or other obligations (or the agent, trustee or representative acting on behalf of         the holder of such indebtedness or other obligation) shall either be a party hereto or shall have         executed and delivered to the Collateral Agent a Joinder Agreement pursuant to which such         holder (or such agent, trustee or representative acting on behalf of such holder) has become a         party to this Agreement and has agreed to be bound by the obligations of a “Secured Party” under         the terms of this Agreement.  Subject to meeting the requirements of the preceding sentence,         Additional Secured Obligations shall include (a) advances to, and debts, liabilities, obligations,         covenants and duties of the Borrower arising under any Additional Credit Documents, whether         direct or indirect (including those acquired by assumption), absolute or contingent, due or to   NYDOCS01/1212479.10 S-2 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






         become due, now existing or hereafter arising and including interest and fees that accrue after the        commencement by or against the Borrower, of any proceeding under any Debtor Relief Laws        naming such Person as the debtor in such proceeding, regardless of whether such interest and fees        are allowed claims in such proceeding, (b) the obligation to pay principal, interest, reimbursement        obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by        the Borrower under any Additional Credit Document and (c) the obligation of the Borrower to        reimburse any amount in respect of any of the foregoing that any Additional Secured Party, in its        sole discretion, may elect to pay or advance on behalf of the Borrower.         “Additional Secured Parties” means any holders of any Additional Secured Obligations and any        Authorized Representative with respect thereto.         “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through        one or more intermediaries, Controls or is Controlled by or is under common Control with the        Person specified.         “Agent” shall mean the Collateral Agent, each Authorized Representative and each of their         respective successors and assigns.          “Agent-Related Persons” shall mean the Agents, together with their respective Affiliates, and the         officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.          “Attorney Costs” shall mean and include, as the context requires, all reasonable and documented        fees, expenses and disbursements of any external legal counsel.         “Authorized Representative” shall mean (a) in the case of any Credit Agreement Obligations or        the Lenders under the Credit Agreement, the Facility Agent, (b) in the case of any Secured Hedge        Obligations and the Interest Rate Hedge Banks, such Interest Rate Hedge Bank or any Person        appointed by such Interest Rate Hedge Bank to act as its agent or representative and (c) in the        case of any Series of Additional Secured Obligations or Additional Secured Parties that become        subject to this Agreement after the date hereof, the Authorized Representative named for such        Series in the applicable Joinder Agreement.         “Bankruptcy Code” shall mean Title 11 of the United States Code, as amended.          “Borrower Group” shall mean the Borrower and the Operating Companies and “Borrower Group        Member” means any of the Borrower or any Operating Company.         “Borrower Side Person” has the meaning specified in Section 9.03(b).          “Business Day” shall mean any day which is neither a Saturday or Sunday nor a legal holiday on         which any financial institution or banks are authorized or required to be closed in New York,         New York or Bellevue, Washington.          “Cash Management Obligations” means obligations owed by any Borrower Group Member to         any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising         from treasury, depository and cash management services or any automated clearing house         transfers of funds.          “Collateral” shall mean all the “Collateral”, as defined in each of the Security Documents.    NYDOCS01/1212479.10 S-3 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






         “Commitments” shall have the meaning specified in the Credit Agreement.         “Control” means the possession, directly or indirectly, of the power to direct or cause the        direction of the management or policies of a Person, whether through the ability to exercise        voting power, by contract or otherwise.  “Controls”, “Controlling” and “Controlled” have         meanings correlative thereto.          “Controlling Authorized Representative” shall mean (a) until the earlier to occur of (i) the        Discharge of Credit Agreement Obligations and (ii) the occurrence of the Majority Non-       Controlling Voting Party Enforcement Date (if any), the Facility Agent and (b) from and after the        earlier to occur of (i) Discharge of Credit Agreement Obligations and (ii) the occurrence of the        Majority Non-Controlling Voting Party Enforcement Date, the Authorized Representative for the        Majority Non-Controlling Voting Parties at such time.         “Credit Agreement” has the meaning specified in the first recital hereto.          “Credit Agreement Obligations” shall mean all (a) advances to, and debts, liabilities, obligations,        covenants and duties of the Borrower arising under any Financing Document or otherwise with        respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute        or contingent, due or to become due, now existing or hereafter arising and including interest and        fees that accrue after the commencement by or against the Borrower, of any proceeding under any        Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether        such interest and fees are allowed claims in such proceeding, and (b) Cash Management        Obligations.  Without limiting the generality of the foregoing, Credit Agreement Obligations        include (x) the obligation to pay principal, interest, reimbursement obligations, charges, expenses,        fees, Attorney Costs, indemnities and other amounts payable by the Borrower under any        Financing Document and (y) the obligation of the Borrower to reimburse any amount in respect        of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on        behalf of the Borrower.         “Credit Document” shall mean, collectively (without duplication), each Financing Document and        any Additional Credit Document providing for or evidencing any Additional Secured Obligations.         “Creditor Side Person” has the meaning specified in Section 9.03(b).           “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation,         conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,         receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or         other applicable jurisdictions from time to time in effect and affecting the rights of creditors         generally.          “Default” shall mean any event or condition that constitutes an Event of Default under the Credit        Agreement or any Additional Credit Document or that, with the giving of any notice, the passage        of time, or both, would be an Event of Default under the Credit Agreement or any Additional        Credit Document.         “Discharge of Credit Agreement Obligations” shall mean, except as expressly set forth in Section        2.06(a) and Section 4.07(c), the payment in full in cash of all outstanding principal amount of         Loans under the Credit Agreement, all interest due (including, without limitation, interest         accruing at the then applicable rate provided in the Credit Agreement after the maturity of the         Loans and any Post-Petition Interest) on all “Obligations” outstanding under the Credit   NYDOCS01/1212479.10 S-4 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






         Agreement and all fees payable or otherwise accrued under the Financing Documents (other than        any contingent indemnity obligations that expressly survive the termination of the Financing        Documents).         “Discharge of Secured Obligations” shall mean, except as expressly set forth in Section 2.06 and        Section 4.07(c), the payment in full in cash of all (a) outstanding Secured Obligations under any        Credit Document, (b) interest (including, without limitation, interest accruing at the then        applicable rate provided in the applicable Credit Document after the maturity of the Loans or        other indebtedness or other relevant Secured Obligations and Post-Petition Interest) on all        Secured Obligations outstanding under any Credit Document, and all fees and other Secured        Obligations outstanding under each Credit Document (other than any contingent indemnity        obligations that expressly survive the termination of the Credit Documents).         “Early Termination Date” shall have the respective meaning assigned thereto under each Interest        Hedging Agreement.           “Environmental Law” shall mean any and all federal, state, local, and foreign statutes, laws,        regulations, ordinances, rules, judgments, orders, initiatives, decrees, permits, concessions,        grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the        protection of the environment, natural resources, or, to the extent relating to exposure to        Hazardous Materials, human health or safety or to the release of any Hazardous Materials into the        environment, including air emissions and discharges to waste or public systems.         “Environmental Liability” shall mean any liability, contingent or otherwise (including any         liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the         Borrower or any of its Subsidiaries resulting from (a) the actual or alleged violation of any         Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or         disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or         threatened release, or presence of any Hazardous Materials into the environment or (e) any         contract, agreement or other consensual arrangement pursuant to which liability is assumed or         imposed with respect to any of the foregoing.          “Equity Interests” shall mean, with respect to any Person, all of the shares, membership interests,         rights, participations or other equivalents (however designated) of capital stock of (or other         ownership or profit interests or units in) such Person and all of the warrants, options or other         rights for the purchase, acquisition or exchange from such Person of any of the foregoing         (including through convertible securities).          “Event of Default” shall mean (a) an “Event of Default” under and as defined in the Credit         Agreement or any Additional Credit Document or (b) any event leading to an “Early Termination         Date” or an “Early Termination Event” under any Interest Rate Hedging Agreement with respect         to which the Borrower or any Loan Party is the defaulting party or affected party, as the case may         be.          “Financial Closing Date” shall mean February 6, 2009.         “Financing Documents” shall have the meaning specified in the Credit Agreement.         “Governmental Authority” means any nation or government, any state or other political         subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative    NYDOCS01/1212479.10 S-5 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






         tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory        or administrative powers or functions of or pertaining to government.         “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous        or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or        asbestos-containing materials, toxic mold, polychlorinated biphenyls, radon gas, infectious or        medical wastes and all other such substances or wastes defined in or otherwise regulated as        “hazardous” or “toxic” wastes or substances under applicable Environmental Law.         “Hedge Default” shall mean the occurrence of any event specified in an Interest Hedging        Agreement that entitles the Interest Rate Hedge Bank party thereto to cause the early termination        thereof in accordance with the terms thereof.         “Hedge Termination Certificate” shall mean a certificate of any Interest Rate Hedge Bank stating         that an Early Termination Date has occurred or has been designated under an Interest Hedging         Agreement to which it is a party and setting forth the resulting Settlement Amount.          “Immaterial Subsidiary” has the meaning specified in the Credit Agreement.         “Indemnified Liabilities” means all liabilities, obligations, losses, damages, penalties, claims,        demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs)        of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted        against any Indemnified Party in any way relating to or arising out of or in connection with (a) the        execution, delivery, enforcement, performance or administration of any Credit Document or any        other agreement, letter or instrument delivered in connection with the transactions contemplated        thereby or (b) any actual or prospective claim, litigation, investigation or proceeding relating to        any of the foregoing, whether based on contract, tort or any other theory (including any        investigation of, preparation for or defense of any pending or threatened claim, investigation,        litigation or proceeding).         “Indemnified Party” means, collectively, the Collateral Agent, its Affiliates and the directors,         officers, employees, agents, representatives, trustees and attorneys-in-fact of such Persons and         Affiliates.           “Indemnified Secured Parties” has the meaning specified in Section 5.01(f).          “Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or         proceeding under Debtor Relief Laws with respect to any Loan Party, (b) any other voluntary or         involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership,         liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or         with respect to a material portion of their respective assets, (c) any liquidation, dissolution,         reorganization or winding up of any Loan Party whether voluntary or involuntary and whether or         not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any         other marshalling of assets and liabilities of any Loan Party.          “Intercreditor Vote” shall mean a vote conducted in accordance with the procedures set forth in        Article 3 hereof among the Voting Parties for the Series entitled to vote with respect to the         particular decision at issue.          “Interest Hedging Agreements” means any rate swap, cap or collar agreement or similar         arrangement between the Borrower and one or more interest rate hedge providers designed to   NYDOCS01/1212479.10 S-6 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






         protect such Person against fluctuations in interest rates.  For purposes of this Agreement, the        indebtedness at any time of the Borrower under an Interest Hedging Agreement shall be        determined at such time in accordance with the methodology set forth in such Interest Hedging        Agreement.         “Interest Rate Hedge Bank” shall mean (a) any Person that is a Lender or an Affiliate of a Lender         at the time it enters into an Interest Hedging Agreement or (b) Macquarie Bank Limited to the         extent it enters into an Interest Hedging Agreement, in each case, in its capacity as a party to such         Interest Hedging Agreement and only for so long as any obligations of the Borrower remain         outstanding under the Interest Hedging Agreement to which such Interest Rate Hedge Bank is a         party; provided that such Interest Rate Hedge Bank executes a Joinder Agreement pursuant to        Section 3.03(b); and provided, further, that no Affiliate of the Borrower other than Macquarie        Bank Limited and its successors shall become an Interest Rate Hedge Bank.         “Joinder Agreement” shall mean a Joinder Agreement executed by the Collateral Agent and each        Authorized Representative for the Secured Obligations subject thereto in accordance with Section        3.03(b) or Section 9.09(b), in form and substance substantially in the form set forth as Appendix        A hereto.          “Law” shall mean, collectively, all international, foreign, federal, state and local statutes, treaties,        rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or        authorities, including the interpretation or administration thereof by any Governmental Authority        charged with the enforcement, interpretation or administration thereof, and all applicable        administrative orders, directed duties, requests, licenses, authorizations and permits of, and        agreements with, any Governmental Authority, in each case whether or not having the force of        law.         “Lender” shall mean a “Lender” as defined in the Credit Agreement.         “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,        encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or        preferential arrangement, of any kind or nature whatsoever (including any conditional sale or        other title retention agreement, any easement, right of way or other encumbrance on title to real        property having substantially the same economic effect as any of the foregoing).         “Loans” shall mean “Loans” as defined in the Credit Agreement.          “Loan Party” shall mean each of the Borrower and the Parent.          “Lock-Up Account” has the meaning specified in the Security Agreement.         “Macquarie” means The Macquarie Capital Group, which includes Macquarie Capital Group        Limited, its direct or indirect subsidiaries, and the funds (or similar vehicles) they manage.         “Macquarie Affiliates” means Macquarie Finance Americas Inc. and Affiliates of Macquarie that         are offshore banking units.          “Majority Non-Controlling Voting Parties” shall mean, at any time, the Secured Parties owed or         holding Secured Obligations that constitute the largest total outstanding amount of any then         outstanding Series of Secured Obligations.    NYDOCS01/1212479.10 S-7 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






         “Majority Non-Controlling Voting Party Enforcement Date” shall mean with respect to any        Series of Secured Obligations, the date which is 90 days (throughout which 90 day period such        Series of Secured Obligations was the Series constituting the Majority Non-Controlling Voting        Parties) after the occurrence of both (i) an Event of Default (under and as defined in the Credit        Document applicable to such Majority Non-Controlling Voting Parties) and (ii) the Collateral        Agent’s and each other Authorized Representative’s receipt of written notice from the Authorized        Representative for the Majority Non-Controlling Voting Parties certifying that (x) the holders of        such Series of Secured Obligations are the Majority Non-Controlling Voting Parties and that an        Event of Default (under and as defined in the Credit Document applicable to such Majority Non-       Controlling Voting Parties) has occurred and is continuing and (y) the Secured Obligations of        such Series are currently due and payable in full (whether as a result of acceleration thereof or        otherwise) in accordance with the terms of the applicable Credit Document governing the Series        for such Majority Non-Controlling Voting Parties; provided that the 90-day period referenced        above in this definition shall be stayed and the Majority Non-Controlling Voting Party        Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred        with respect to any Collateral (1) at any time the Collateral Agent has commenced and is        diligently pursuing any enforcement action with respect to such Collateral or (2) at any time any        Loan Party or any grantor which has granted a security interest in such Collateral is then a debtor        under or with respect to any Insolvency or Liquidation Proceeding.         “Member” shall mean any Person owning of record or beneficially any of the issued and        outstanding Equity Interests in the Parent, the Borrower or Puget Holdings LLC.         “New Collateral Agent” has the meaning specified in Section 2.06(a).          “New Facility Agent” has the meaning specified in Section 2.06(a).         “Non-Voting Lender” has the meaning specified in Section 3.03(c).         “Notice of Default’ has the meaning specified in Section 4.01(a).         “Operating Company” means Puget Sound Energy, Inc., a Washington Corporation, and each         other Subsidiary of the Borrower other than any Immaterial Subsidiary and, for the avoidance of         doubt, the term Operating Company shall include Puget Western, Inc.          “Parent” has the meaning specified in the introductory paragraph of this Agreement.         “Person” means any natural person, corporation, limited liability company, trust, joint venture,        association, company, partnership, Governmental Authority or other entity.         “Possessory Collateral” shall mean any Collateral in the possession of the Collateral Agent or any         Authorized Representative (or its agents or bailees), to the extent that possession thereof perfects         a Lien thereon under the Uniform Commercial Code of any jurisdiction.  Possessory Collateral         includes, without limitation, any Certificated Securities, Instruments, and Chattel Paper, in each         case, delivered to or in the possession of the Collateral Agent or any Authorized Representative         (or its agent or bailees) under the terms of the Security Documents.  All capitalized terms used in         this definition and not defined elsewhere in this Agreement have the meanings assigned to them         in the New York Uniform Commercial Code.    NYDOCS01/1212479.10 S-8 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






         “Post-Petition Interest” shall mean any interest or entitlement of fees or expenses or other charges        that accrues after the commencement of any Insolvency or Liquidation Proceeding, whether or        not allowed or allowable in any such Insolvency or Liquidation Proceeding.         “Refinance” shall mean, in respect of any indebtedness, (a) such indebtedness (in whole or in         part) as extended, renewed, defeased, refinanced, replaced, refunded, repaid, restated,         supplemented, restructured, renewed, increased or otherwise amended or modified and (b) any         other indebtedness issued in exchange or replacement for or to refinance such indebtedness, in         whole or in part, whether with the same or different lenders, arrangers and/or agents and whether         with a larger or smaller aggregate principal amount and whether for a longer or shorter maturity,         in each case to the extent permitted (if addressed therein or otherwise not prohibited) under the         terms of the Credit Agreement or any other applicable Credit Document.  “Refinanced” and        “Refinancing” shall have correlative meanings.         “Remedies Event of Default” shall mean (a) the occurrence of an Event of Default under the        Credit Agreement or any Additional Credit Document or (b) the occurrence of a Hedge Default;        provided that so long as Secured Obligations (other than in respect of Interest Hedging        Agreements with Interest Rate Hedge Banks) are outstanding, a Hedge Default shall not        constitute a Remedies Event of Default unless an Event of Default described under the foregoing        clause (a) has occurred and is continuing at the time of such Hedge Default.            “Remedies Instruction” shall mean a written instruction to the Collateral Agent from or on behalf         of the Required Voting Parties (i) certifying that (x) a Remedies Event of Default has occurred         and is continuing under the applicable Credit Document and (y) an Intercreditor Vote has been         conducted in accordance with the requirements of this Agreement with respect to such Remedies         Event of Default, (ii) describing with reasonable specificity which particular remedies available         to the Secured Parties are to be pursued and which particular action are to be taken by the         Collateral Agent in response to such Remedies Event of Default, and (iii) containing such other         information as is permitted under this Agreement.          “Replacement Credit Agreement” has the meaning specified in Section 2.06(a).         “Required Voting Parties” shall mean, with respect to any proposed decision or action hereunder,        the Secured Parties owed or holding more than 50% of the Total Outstandings at such time under        (i) until the earlier to occur of (x) the Discharge of Credit Agreement Obligations and (y) the        occurrence of the Majority Non-Controlling Voting Party Enforcement Date (if any), the Credit        Agreement and (ii) from and after the earlier to occur of the (x) Discharge of Credit Agreement        Obligations and (y) the occurrence of the Majority Non-Controlling Voting Party Enforcement        Date, the applicable Credit Document governing the Series of Secured Obligations of the        Majority Non-Controlling Voting Parties at such time.         “Secured Hedge Obligations” shall mean all amounts payable to any Interest Rate Hedge Bank        under any Interest Hedging Agreement.         “Secured Obligations” shall mean, (a) all Credit Agreement Obligations, (b) all Secured Hedge        Obligations, and (c) any Additional Secured Obligations, in each case, whether fixed or        contingent, matured or unmatured, whether or not allowed or allowable in an Insolvency and        Liquidation Proceeding.    NYDOCS01/1212479.10 S-9 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






         “Secured Parties” shall mean, collectively, the Agents, the Lenders, the Interest Rate Hedge         Banks, any Additional Secured Parties and each co-agent or sub-agent appointed by any Agent or         from time to time pursuant to any Credit Document or this Agreement.          “Security Interest” has the meaning specified in Section 2.02(a).         “Series” shall mean each of (i) the Credit Agreement Obligations, (ii) any Additional Obligations        incurred pursuant to any Additional Credit Document which, pursuant to any Joinder Agreement,        are represented hereunder by a common Authorized Representative (in its capacity as such for        such Secured Obligations) and (iii) the Secured Hedge Obligations.         “Security Documents” shall mean, collectively, the Security Agreement, the Pledge Agreement         and any other security agreements, pledge agreements or other similar agreements delivered to         the Agents, the Lenders, the Interest Rate Hedge Banks and the Additional Secured Parties, and         any other agreements, instruments or documents that create or purport to create a Lien in favor of         the Collateral Agent for the benefit of the Secured Parties.          “Settlement Amount” shall mean, as at any date of determination thereof, the amount calculated        to be due in respect of any Early Termination Date under any Interest Hedging Agreement in        accordance with the terms thereof.         “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability         company or other business entity of which a majority of the shares of securities or other interests         having ordinary voting power for the election of directors or other governing body (other than         securities or interests having such power only by reason of the happening of a contingency) are at         the time beneficially owned or controlled by such Person.  Unless otherwise specified, all         references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries         of the Borrower.          “Total Outstandings” shall mean, with respect to any Credit Document (other than any Interest         Rate Hedging Agreement), at any time, an amount equal to the sum of, without duplication, the         aggregate unpaid principal amount of Loans or other indebtedness outstanding under such Credit         Document at such time after giving effect to any borrowings, advances and prepayments or         repayments of any Loans or indebtedness under the Credit Agreement or such other Credit         Document, as the case may be, on such date, plus the amount of any unfunded Commitments         under the Credit Agreement or such other Credit Document, as the case may be, on such date.          “Unanimous Voting Parties” shall mean, with respect to any Intercreditor Vote, each of the         Facility Agent, each of the Authorized Representatives appointed under each Additional Credit         Document and each Interest Rate Hedge Bank, in each case casting votes representing 100% of         the Voting Party Percentage applicable to each such Series of Secured Obligations.          “Voting Parties” means the Lenders, any Additional Secured Party and, subject to Section        3.03(b), each Interest Rate Hedge Bank.         “Voting Party Percentage” shall mean, in connection with any proposed decision or action         hereunder, the actual percentage, as determined pursuant to Section 3.04, of allotted votes cast in        favor of such decision or action by the Secured Parties entitled to vote with respect to such        decision or action.         “Wall” has the meaning specified in Section 9.03(b).   NYDOCS01/1212479.10 S-10 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






                Article 2.    Appointment and Duties of Collateral Agent; Secured Parties'  Agreements; Collateral Matters.                  Section 2.01. Appointment and Duties of Collateral Agent.                  (a)    Each of the Secured Parties hereby designates and appoints Barclays Bank PLC  to act as the Collateral Agent under the Security Documents, and authorizes the Collateral Agent to  execute each of the Security Documents on its behalf and take such actions on its behalf under the  provisions of the Security Documents and to exercise such powers and perform such duties as are  expressly delegated to the Collateral Agent by the terms of the Security Documents, together with such  other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary in any  Security Document, the Collateral Agent shall not have any duties or responsibilities, except those  expressly set forth herein and in the Security Documents, and no implied covenants, functions or  responsibilities, fiduciary or otherwise, shall be read into any of the Security Documents or otherwise  exist against the Collateral Agent.  Without limiting the generality of the foregoing, the use of the term  “agent” herein and in the other Credit Documents with reference to any Agent is not intended to connote  any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable  Law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect  only an administrative relationship between independent contracting parties.                (b)    The Collateral Agent shall give notice to the Secured Parties of any action to be  taken by it under any Security Document, and such notice shall be given prior to the taking of such action  unless the Collateral Agent determines that to do so would be detrimental to the interests of the Secured  Parties, in which event such notice shall be given promptly after the taking of such action.                (c)    Notwithstanding any provision to the contrary in any Security Document, the  Collateral Agent shall not be required to exercise any discretionary rights or remedies under any of the  Security Documents or give any consent under any of the Security Documents or enter into any  agreement amending, modifying, supplementing or waiving any provision of any Security Document   (other than this Agreement) unless it shall have been directed to do so by the Controlling Authorized  Representative or the Required Voting Parties.                Section 2.02. Secured Parties' Agreements; No Interference; Payment Over.                  (a)    Except as set forth in clause (b) below and in Sections 2.05(b) and 4.05(c) hereof,  each Secured Party agrees that, as among the Secured Parties, the security interest in any Collateral  granted under any Security Document (the “Security Interest”) to the Collateral Agent for the benefit of  such Secured Party ranks and will rank equally in priority with the Security Interest of each other Secured  Party in the same Collateral.                (b)    Notwithstanding anything to the contrary set forth in any Credit Document, any  proceeds of Collateral or amounts required to be deposited in the Lock-Up Account pursuant to Section  6.12 of the Credit Agreement and Section 4.02 of the Security Agreement received by any Secured Party  (other than from the Collateral Agent pursuant hereto) shall be transferred by such Secured Party to the  Collateral Agent solely for application towards payment of Credit Agreement Obligations owing to the  Lenders in accordance with the terms of the Financing Documents.                (c)    Each Secured Party agrees that the Collateral Agent may refrain from acting or  continuing to act in accordance with any instructions of the Required Voting Parties to begin any legal  action or proceeding arising out of or in connection with any Credit Document until it shall have received  such indemnity or security from the Secured Parties as it may reasonably require (whether by payment in   NYDOCS01/1212479.10 S-11 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   advance or otherwise) for all costs, claims, losses, expenses (including reasonable legal fees and  expenses) and liabilities which it will or may expend or incur in complying or continuing to comply with  such instructions; provided, that nothing in this subclause (c) shall be deemed to obligate any Secured  Party to provide any such indemnity or security.                (d)    Each Secured Party agrees that (i) it will not challenge or question in any  proceeding the validity or enforceability of any Secured Obligations of any Series or any Credit  Document or the validity, attachment, perfection or priority of any Lien under any Security Document or  the validity or enforceability of the priorities, rights or duties established by or other provisions of this  Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could  be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale,  transfer or other disposition of the Collateral by the Collateral Agent, (iii) except as provided in Section  2.04(e), it shall have no right to direct the Collateral Agent or any other Secured Party to exercise any  right, remedy or power with respect to any Collateral unless such Secured Party is the Controlling  Authorized Representative, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency  or other proceeding any claim against the Collateral Agent or any other Secured Party seeking damages  from or other relief by way of specific performance, instructions or otherwise with respect to any  Collateral, and none of the Collateral Agent, any Controlling Authorized Representative or any other  Secured Party shall be liable for any action taken or omitted to be taken by the Collateral Agent, such  Controlling Authorized Representative or other Secured Party with respect to any Collateral in  accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to  have any Collateral or any part thereof marshalled upon any foreclosure or other disposition of such  Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise,  to challenge the enforceability of any provision of this Agreement; provided that nothing in this  Agreement shall be construed to prevent or impair the rights of any of the Collateral Agent or any other  Secured Party to enforce this Agreement or the right to take any action permitted by Section 2.04(e).                (e)    Each Secured Party hereby agrees that if it shall obtain possession of any  Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to any Security  Document or by the exercise of any rights available to it under applicable Law or in any Insolvency or  Liquidation Proceeding or through any other exercise of remedies at any time prior to the Discharge of  each of Series of Secured Obligations, then it shall hold such Collateral, proceeds or payment in trust for  the other Secured Parties and promptly transfer such Collateral, proceeds or payment, as the case may be,  to the Collateral Agent, to be distributed in accordance with the provisions of Section 4.05 hereof.                Section 2.03. Possessory Collateral Agent as Gratuitous Bailee for Perfection.  (a) The  Collateral Agent agrees to hold any Collateral constituting Possessory Collateral that is part of the  Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous  bailee for the benefit of each Secured Party and any assignee solely for the purpose of perfecting the  security interest granted in such Possessory Collateral, if any, pursuant to the applicable Security  Documents, in each case, subject to the terms and conditions of this Section 2.03.  Pending delivery to the  Collateral Agent, each Authorized Representative agrees to hold any Collateral constituting Possessory  Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other Secured  Party and any assignee, solely for the purpose of perfecting the security interest granted in such  Possessory Collateral, if any, pursuant to the applicable Security Documents, in each case, subject to the  terms and conditions of this Section 2.03.                (b)    The duties or responsibilities of the Collateral Agent and each Authorized  Representative under this Section 2.03 shall be limited solely to holding any Collateral constituting  Possessory Collateral as gratuitous bailee for the benefit of each other Secured Party for purposes of  perfecting the Lien held by such Secured Parties therein.     NYDOCS01/1212479.10 S-12 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






                (c)    All such Possessory Collateral in the possession of any Authorized  Representative shall be delivered to the Collateral Agent as soon as practicable.                Section 2.04. Collateral Matters; Actions with Respect to Collateral; Prohibition on  Contesting Liens.            The Secured Parties irrevocably agree that:                (a)    Upon request by the Collateral Agent at any time, the Secured Parties will  confirm in writing the Collateral Agent's authority to release its interest in particular types or items of  property pursuant to this Section 2.04.  In each case as specified in this Section 2.04, the Collateral Agent  will (and each Secured Party irrevocably authorizes the Collateral Agent to), at the Borrower's expense,  execute and deliver to the Borrower or any Loan Party, as applicable, such documents as such Person may  reasonably request to evidence the release of such item of Collateral from the assignment and security  interest granted under the Security Documents, in accordance with the terms of this Agreement or any  other Credit Document.                (b)    With respect to any Collateral, (i) only the Collateral Agent shall be authorized to  release Liens and exercise rights and remedies set forth in Security Documents with respect to any  Collateral and in accordance with Section 2.07, (ii) the Collateral Agent shall not follow any instructions  (other than instructions pursuant to Section 2.04(e)(ii)) with respect to such Collateral from any  Authorized Representative or any Secured Party (other than the Controlling Authorized Representative  and the Required Voting Parties) and (iii) no Authorized Representative who is not the Controlling  Authorized Representative or other Secured Party shall or shall instruct the Collateral Agent to,  commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee,  receiver, liquidator or similar official appointed for or over, attempt any action to take possession of,  exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security  interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether  under any Security Document, applicable Law or otherwise, it being agreed that only the Collateral  Agent, acting on the instructions of the Controlling Authorized Representative or the Required Voting  Parties and in accordance with the applicable Security Documents, shall be entitled to take any such  actions or exercise any such remedies with respect to Collateral.  No Authorized Representative or  Secured Party (other than the Controlling Authorized Representative or Required Voting Parties) will  contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent in  accordance with the terms of this Agreement or any other exercise by the Collateral Agent of any rights  and remedies relating to the Collateral, or to cause the Collateral Agent to bring any foreclosure  proceedings or action or exercise any rights or remedies relating to the Collateral except as permitted by  Section 2.04(e)(ii).                 (c)    Each Authorized Representative and each other Secured Party agrees that it will  not accept any Lien on any Collateral for the benefit of any Secured Obligations other than Liens created  in favor of the Collateral Agent pursuant to a Security Document, and by executing this Agreement (or a  Joinder Agreement) and by accepting the benefits of this Agreement and of each Security Document, each  Authorized Representative and each Secured Party for which it is acting hereunder agree to be bound by  the provisions of this Agreement and the Security Documents applicable to it.                  (d)    Each of the Secured Parties agrees that it will not (and hereby waives any right  to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or  Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by the Collateral  Agent on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this    NYDOCS01/1212479.10 S-13 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of  any of the Collateral Agent or any Authorized Representative to enforce this Agreement.                (e)    Section 2.04(b) shall not prohibit a Secured Party from taking the following  actions:                 (i)   in any Insolvency or Liquidation Proceeding commenced by or against the   Borrower or any other Loan Party, each Secured Party may file a claim or statement of interest with   respect to its Series of Secured Obligations, as applicable;                 (ii)  each Authorized Representative may take and may direct the Collateral Agent to   take any action (not adverse to the Liens of the Collateral Agent securing the Secured Parties) in order to   preserve or protect its interest in and Liens created by the Security Documents on the Collateral;                 (iii) the Secured Parties shall be entitled to file any necessary responsive or defensive   pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any   Person objecting to or otherwise seeking the disallowance of their claims, including any claims secured   by the Collateral, if any;                 (iv)  in any Insolvency or Liquidation Proceeding, the Secured Parties shall be entitled   to file any pleadings, objections, motions or agreements which assert rights or interests available to   unsecured creditors of the Loan Parties arising under either Debtor Relief Laws or applicable non-  bankruptcy law, in each case not in contravention of the terms of this Agreement;                  (v)   in any Insolvency or Liquidation Proceeding, the Secured Parties shall be entitled   to vote on any plan of reorganization; and                 (vi)  both before and during an Insolvency or Liquidation Proceeding, any Secured   Party may take any actions and exercise any and all rights that would be available to a holder of   unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation   Proceeding against any Loan Party in accordance with applicable Law and the termination of any   agreement by the holder of any such obligation in accordance with the terms thereof.                (f)    The Collateral Agent agrees to follow the instructions received from an  Authorized Representative pursuant to Section 2.04(e)(ii); provided, however, that the Collateral Agent  shall not follow such instructions to the extent that they are expressly inconsistent with instructions  received from the Controlling Authorized Representative pursuant to Section 4.03 after receipt of a  Default Notice that has not been withdrawn.  The Collateral Agent agrees to provide to each Authorized  Representative a copy of each instruction that it receives pursuant to Section 2.04(e)(ii).                  (g)    The Collateral Agent agrees to provide to each Authorized Representative a copy  of each notice, letter or direction that it provides to or receives from a Loan Party or another Authorized  Representative pursuant to this Agreement.                  Section 2.05. Absolute Rights of Secured Parties and Authorized Representatives.  (a)   Notwithstanding any other provision of this Agreement or any Security Document, but subject to Section  2.05(b) below, each of the Authorized Representatives and each of the Secured Parties has an absolute  and unconditional right to receive payment of all of the Secured Obligations owing to such Authorized  Representative or such Secured Party, as the case may be, when the same becomes due and payable and at  the time and place and otherwise in the manner set forth in the applicable Secured Document, and the  right of each such Authorized Representative and each such Secured Party to institute proceedings for the   NYDOCS01/1212479.10 S-14 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   enforcement of such payment on or after the date such payment becomes due and to assert (to the extent  permitted by Section 2.04(e)) its position as a secured creditor in a proceeding under any Debtor Relief  Laws in which any Loan Party is a debtor, and the obligation of such Loan Party to pay all of the Secured  Obligations owing to each of the Authorized Representatives and each of the Secured Parties at the time  and place expressed therein, shall not be impaired or affected without the consent of such Authorized  Representative or such Secured Party.  In addition, the right of any Secured Party or any Authorized  Representative, on behalf of itself or on behalf of any such Secured Party, to receive payment from  sources other than the Collateral shall not be, and is not hereby, impaired or affected in any manner.   Without limiting the generality of the foregoing provisions of this Section 2.05, the Facility Agent’s and a  Lender’s right to receive its ratable share of any amounts maintained in the Lock-Up Account, or any  Authorized Representative’s or Secured Party’s rights to receive its ratable share of proceeds of any of the  Collateral, or any part thereof, under the terms of this Agreement and the Security Documents, shall not  be diminished or affected in any way by its right to receive proceeds of any right of setoff, or payment  upon a guaranty or from any other source.                (b)    At any time prior to the Discharge of the Secured Obligations and after (i) the  commencement of any Insolvency or Liquidation Proceeding in respect of any Loan Party or (ii) (A) the  Credit Agreement Obligations, Additional Secured Obligations or the Secured Hedge Obligations have  become due and payable in full (whether at maturity, upon acceleration or otherwise) or any Secured  Obligations in respect of the Credit Agreement Obligations, Additional Secured Obligations or the  Secured Hedge Obligations have not been paid when due and (B) a Remedy Instruction has been provided  by the Required Voting Parties, no payment of money (or the equivalent of money) shall be made from  the proceeds of Collateral to the Collateral Agent for the benefit of any Secured Party or to any holder of  any Secured Obligations, except as provided for in Section 4.05(a); provided, however, that nothing in  this Section 2.05(b) shall prohibit any cash or funds on deposit in the Lock-Up Account to be distributed  to the Lenders in accordance with the applicable terms of the Financing Documents and no other Secured  Party other than the Lenders shall be entitled to receive distributions of any cash or funds on deposit in  the Lock-Up Account.                Section 2.06. Refinancings of Credit Agreement and Additional Credit Documents.                  (a)    Subject to the limitations set forth in the applicable Credit Documents (if any),  each Loan Party and each Secured Party acknowledges and agrees that the Credit Agreement may be  Refinanced in accordance with this Section 2.06(a).  At any time concurrently with or after the Discharge  of Secured Obligations (or the Discharge of Secured Obligations other than Additional Secured  Obligations), the Borrower thereafter enters into a Refinancing of the Credit Agreement (the  “Replacement Credit Agreement”) and any related Financing Document (as defined in such Replacement  Credit Agreement), then such Discharge of Secured Obligations (or the Discharge of Secured Obligations  other than Additional Secured Obligations), as applicable, shall automatically be deemed not to have  occurred for purposes of this Agreement (other than with respect to any actions taken as a result of the  occurrence of such first Discharge of Secured Obligations and (or Discharge of Secured Obligations other  than Additional Secured Obligations), the Replacement Credit Agreement and related Financing  Documents and the obligations under such Replacement Credit Agreement and related Financing  Documents shall automatically be treated as “Secured Obligations”, “Credit Agreement Obligations”,  “Credit Agreement”, and “Financing Documents”, as applicable, and the lenders and agents party thereto  “Lenders”, “Secured Parties”, “Authorized Representatives” and “Agent Related Persons”, as applicable,  for all purposes of this Agreement, including the Lien priorities and rights with respect to the Collateral  set forth herein, and the new facility agent thereunder (the “New Facility Agent”) shall automatically be  deemed to be the “Facility Agent” hereunder for all purposes of this Agreement.    NYDOCS01/1212479.10 S-15 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






                (b)    Upon termination of the Credit Agreement, including in connection with any  amendment and restatement or Refinancing, the Liens securing the Hedge Obligations and the Additional  Secured Obligations shall survive.                (c)    Any Series of Additional Secured Obligations may be Refinanced without  affecting the priorities set forth in Section 4.05 or the provisions of this Agreement defining the relative  rights of any Series of Secured Obligations; provided that the Authorized Representative of the holders of  any such Refinanced Additional Secured Obligations shall have executed a Joinder Agreement on behalf  of the holders of such Refinanced Secured Obligations.                Section 2.07. Release of Liens on Collateral.  The Collateral Agent’s Liens upon the  Collateral may be released:                (a)    in whole, upon the Discharge of the Secured Obligations;                 (b)    as to any Collateral that is released, sold, transferred or otherwise disposed of by  any Loan Person to a Person that is not (either before or after such release, sale, transfer or disposition)  the Borrower or any other Loan Party in a transaction or other circumstance that complies with the terms  of the Credit Documents (for so long as any Credit Document is in effect) and is permitted by all of the  other Credit Documents, at the time of such release, sale, transfer or other disposition or to the extent of  the interest released, sold, transferred or otherwise disposed of;                 (c)    as to a release of less than all or a material portion of the Collateral, at any time  prior to the Discharge of Secured Obligations, if consent to the release of all Liens on such Collateral has  been given by the Required Voting Parties; and                (d)    as to a release of all or any material portion of the Collateral (other than pursuant  to clause (a) above), if consent to release of that Collateral has been given by the Unanimous Voting  Parties.                Article 3.    Decision Making; Voting; Notice and Procedures.                Section 3.01. Decision Making.                  (a)    Subject to Section 4.02 and except for any action that may be taken unilaterally  by a Secured Party as expressly provided in any Credit Document, no Secured Party may exercise or  enforce any right, remedy, power or discretion, give any consent or any waiver, or make any  determination under or in respect of any provisions of any Credit Documents, except in accordance with  this Agreement.  In connection with any action permitted to be taken unilaterally by the Collateral Agent  pursuant to the express provisions of any Credit Document, nothing herein shall preclude the Collateral  Agent from consulting such Secured Parties as the Collateral Agent may in its discretion deem desirable.                (b)    Each decision made in accordance with the terms of this Agreement shall be  binding upon each of the Secured Parties.                Section 3.02. Voting Generally.  Where, in accordance with this Agreement or any  other Credit Document, the modification, approval or other direction of the Required Voting Parties is  required, the determination of whether such modification, approval or direction should be granted or  withheld shall be determined by an Intercreditor Vote.    NYDOCS01/1212479.10 S-16 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






                Section 3.03. Intercreditor Votes:  Each Party's Entitlement to Vote.                  (a)    Except as otherwise provided in this Section 3.03, each Voting Party shall be  entitled to vote in each Intercreditor Vote under this Agreement.                (b)    Unless and until any Interest Rate Hedge Bank shall have delivered to the  Collateral Agent and each Secured Party a Hedge Termination Certificate, such Interest Rate Hedge Bank  shall not have (i) any voting rights with respect to Secured Obligations arising under any Interest  Rate  Hedging Agreement to which it is a party or (ii) any voting rights with respect to any Intercreditor Vote;  provided that any such Interest Rate Hedge Bank shall at all times (subject to Section 3.03(c) and 3.03(d))  be a Voting Party for purposes of the definition of “Unanimous Voting Parties” in Section 1.01 hereof  and for purposes of clauses (i) and (ii) of the proviso contained in Section 9.03.  If, after the date of this  Agreement, any Person becomes an Interest Rate Hedge Bank and such Person has not previously  executed a counterpart of this Agreement or a Joinder Agreement in its capacity as an Interest Rate Hedge  Bank, such Person shall execute and deliver to the Collateral Agent (x) a Joinder Agreement and (y) such  other documentation as the Collateral Agent may reasonably request to evidence the due authorization,  execution and delivery of this Agreement by such Person.  By entering into or joining this Agreement,  each Interest Rate Hedge Bank shall be deemed to have agreed to be bound by the provisions set forth in  the other Financing Documents to which the Interest Rate Hedge Banks or the Collateral Agent, on behalf  of the Secured Parties, is a party.                (c)    None of (i) any Affiliate of the Borrower or any Member that from time to time  holds any Commitment, any Loan or any other interest in a Secured Obligation (other than, subject to  Section 10.01 of the Credit Agreement and Section 9.03 hereunder, Macquarie Affiliates in their  respective capacity as a Lender and Macquarie Bank Limited in its capacity as an Interest Rate Hedge  Bank) or (ii) any Lender that has agreed, directly or indirectly, to vote or otherwise act at the direction or  subject to the approval or disapproval of any Person identified in clause (i) (each a “Non-Voting Lender”)  shall be entitled to participate in any Intercreditor Vote, and the Collateral Agent in determining the  percentage of votes cast shall deem each Non-Voting Lender to have voted proportionately in accordance  with the votes of the Lenders thereunder entitled to vote.                (d)    Notwithstanding any provision of this Agreement to the contrary, Macquarie  Bank Limited, solely in its capacity as an Interest Rate Hedge Bank, shall not be entitled to vote on any  matter that is subject to the vote of the Unanimous Voting Parties or be entitled to cast any “tie-breaker”  vote on any matter.                Section 3.04. Intercreditor Votes:  Votes Allocated to Each Party.                (a)    Each Voting Party, if entitled to cast a vote with respect to the matter being  considered, shall have the following number of votes in such Intercreditor Vote:                 (i)   with respect to each Lender, a number of votes equal to the sum of the Total   Outstandings represented by or owed to such Lender;                  (ii)  from and after the delivery of a Hedge Termination Certificate, with respect to   each Interest Rate Hedge Bank, a number of votes equal to the Settlement Amount, if any, owing to such   Interest Rate Hedge Bank set out in such Hedge Termination Certificate; and                  (iii) with respect to each Additional Secured Party with respect to any Series of   Additional Secured Obligations, a number of votes equal to the sum of the Total Outstandings    NYDOCS01/1212479.10 S-17 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






    represented by or owed to such Additional Secured Parties under such Series of Additional Secured   Obligations.                (b)    In calculating the Voting Party Percentage consenting to, approving, waiving or  otherwise providing direction with respect to a decision, the number of votes cast in favor of the proposed  consent, approval, waiver, direction or other action shall be divided by the total number of votes entitled  to be cast with respect to such matter.  The Secured Parties (including any Secured Party that becomes a  party hereto after the date hereof) hereby waive any and all rights they may have to object to or seek relief  from the decision of the Voting Parties voting with respect to any matter and agree to be bound by such  decision.  Nothing contained in this Section 3.04(b) shall preclude any Voting Party from participating in  any re-voting or further voting relating to such matter.                  Section 3.05. [Reserved].                  Section 3.06. Exercise of Discretion With Respect to Intercreditor Aspects of the  Credit Documents.  (a)  Unless an Event of Default or Hedge Default has occurred and is continuing, and  only to the extent in all cases that the discretion exercised by or the actions taken by the Collateral Agent  could not reasonably be expected to result in an Event of Default or Hedge Default or have a material  adverse effect on the interests of any Secured Party (but, for the avoidance of doubt, with the consent of  the Borrower or Parent, as applicable to the extent such consent is required under the applicable Security  Document), the Collateral Agent may, without obtaining the consent of the Required Voting Parties or  any other Secured Party other than as set forth in Section 3.07, modify any Security Document to which it  is a party or this Agreement to (i) cure any ambiguity or to cure, correct or supplement any provision  contained therein which is inconsistent with any other provisions contained therein , (ii) make, complete  or confirm any grant of Collateral permitted or required by this Agreement or the Security Documents or  any release of any Collateral permitted under this Agreement or (iii) to make changes that would provide  additional benefits or rights to the Secured Parties.                  (b)    Notwithstanding the other provisions of Section 9.03 or any other provision of  the Security Documents, the Borrower, the Parent and the Collateral Agent (at the direction of the Facility  Agent) and, following a Majority Non-Controlling Voting Party Enforcement Date, the Authorized  Representative for the Majority Non-Controlling Voting Parties at such time) may (but shall not be  obligated to) amend or amend and restate this Agreement without the consent of any other Secured Party  in order to provide for Additional Secured Obligations of the Loan Parties and liens securing such  Additional Secured Obligations on all or an portion of the Collateral with a priority junior to that of the  Secured Parties, so long as the incurrence of such obligations and Liens is not prohibited by the terms of  any Credit Document.  The Borrower, the Parent and the Collateral Agent may (but shall not be obligated  to) amend, modify or supplement this Agreement and/or any Security Document without the consent of  any Secured Party, as may be necessary from time to time in the reasonable discretion of the Collateral  Agent and the Borrower, to effect the provisions of Sections 2.06 and 9.09 of this Agreement.                Section 3.07. Certain Modifications by the Secured Parties.  The Secured Parties may  at any time and from time to time in accordance with the terms of the applicable Credit Documents to  which they are a party, without any consent of or notice to any other Secured Party (but, for the avoidance  of doubt, with the consent of the Borrower or Parent, as applicable to the extent such consent is required  under the applicable Credit Document) and without impairing or releasing the obligations of any Person  under this Agreement:  (i) amend the Credit Document to which such Person is a party in accordance with  the terms thereof, (ii) release anyone liable in any manner under or in respect of the Secured Obligations  owing under the Credit Document to which such Person is a party (but only in respect of such Secured  Obligations) and (iii) waive any provisions of any Credit Document to which such Person is a party (in   NYDOCS01/1212479.10 S-18 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   each case, provided such amendment or waiver shall not materially and adversely affect the rights of any  other Person under this Agreement).                Section 3.08. Effect of Amendment on Collateral Agent.  No party hereto shall amend  any provision of any Credit Document that materially affects the Collateral Agent without the written  consent of the Collateral Agent.                Section 3.09. Notification of Matters.                (a)    If at any time (x) the Collateral Agent proposes to exercise any discretion  conferred on it under any Credit Document, (y) any Secured Party, in accordance with this Agreement,  notifies the Collateral Agent of a matter with respect to which it believes the Collateral Agent should  exercise its discretion or (z) the Collateral Agent becomes aware (whether on its own or as a consequence  of any notification from a Secured Party) of any matter requiring a determination or vote by the Secured  Parties under this Agreement, then the Collateral Agent shall promptly notify each other Secured Party of  the matter in question, specifying:                 (i)   if applicable, the manner in which the Collateral Agent proposes to exercise its   discretion;                 (ii)  the Required Voting Parties (if any) required for such determination or vote; and                 (iii) if applicable, the time period determined by the Collateral Agent within which   each Secured Party must provide it with instructions in relation to such matter.                  (b)    The Collateral Agent shall not be deemed to have knowledge or notice of the  occurrence of any Default or Hedge Default, unless the Collateral Agent shall have received written  notice from a Secured Party or the Borrower referring to this Agreement, describing such Default or  Hedge Default and stating that such notice is a “notice of default.”  The Collateral Agent will notify the  Secured Parties of its receipt of any such notice.  The Collateral Agent shall take such action with respect  to any Remedies Event of Default as may be directed by the Required Voting Parties in accordance with  this Agreement; provided that unless and until the Collateral Agent has received any such direction, the  Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action,  with respect to a Event of Default or Hedge Default as it shall deem advisable or in the best interest of the  Secured Parties.                Section 3.10. Notice of Amounts Owed.  In the event that the Collateral Agent is  instructed by the Required Voting Parties to proceed to foreclose upon, collect, sell or otherwise dispose  of or take any other action with respect to any or all of the Collateral or to enforce any remedy under any  other Credit Document, then upon the request of the Collateral Agent, each Secured Party shall promptly  notify the Collateral Agent in writing, as of any time that the Collateral Agent may reasonably specify in  such request, of (i) the aggregate amount of the respective Secured Obligations owing to such Secured  Parties as of such date, (ii) the components of such Secured Obligations and (iii) such other information  as the Collateral Agent may reasonably request.                  Article 4.    Default; Remedies.                Section 4.01. Notice of Defaults.  Upon the occurrence of and at any time during the  continuation of a Default or an Event of Default or Hedge Default, if the Authorized Representative of the  applicable Credit Document under which such Default, Event of Default or Hedge Default has occurred  desires that the Collateral Agent take action with respect to the Collateral, then such Authorized   NYDOCS01/1212479.10 S-19 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   Representative shall give to the Collateral Agent, the Controlling Authorized Representative and each  other Authorized Representative written notice of such Default, Event of Default or Hedge Default, as  applicable (a “Notice of Default”).  Each such Notice of Default shall specifically refer to this Section  4.01 and shall describe such Default or Event of Default or Hedge Default in reasonable detail (including  the date of occurrence and a description of the nature of any remedies such Authorized Representative is  entitled to seek as provided by the applicable Credit Document, the Security Documents, this Agreement  or applicable Law.  Upon receipt by the Collateral Agent of any such notice, it shall promptly send copies  thereof to each Authorized Representative.                Section 4.02. Acceleration; Termination.  Notwithstanding any provision to the  contrary in this Agreement, (a) the applicable Lenders may, at any time after the occurrence and during  the continuance of an Event of Default under the Financing Documents, declare the unutilized  Commitments terminated and accelerate the Credit Agreement Obligations in accordance with the terms  of the Credit Agreement, (b) the applicable Additional Secured Parties under any Series of Additional  Credit Obligations may, at any time after the occurrence and during the continuance of an Event of  Default under the applicable Additional Credit Document, terminate all commitments and accelerate such  Additional Obligations under the applicable Additional Credit Documents, and (c) any applicable Interest  Rate Hedge Bank may at any time after the occurrence and during the continuance of a Hedge Default  cause the early termination of the relevant Interest Hedging Agreement in accordance with the terms  thereof.  No Remedies Instruction will be required to be taken or delivered in respect of such Event of  Default or Hedge Default, as the case may be, prior to the applicable Lenders, any applicable Additional  Secured Parties or any applicable Interest Rate Hedge Bank, as the case may be, taking such action.                  Section 4.03. Instructions Upon Event of Default.                (a)    At any time, if a Remedies Event of Default has occurred and is continuing and  has not been rescinded or waived, the Controlling Authorized Representative and the Required Voting  Parties shall have the exclusive right to give the Collateral Agent a Remedies Instruction in respect of  such Remedies Event of Default.  The Collateral Agent shall follow the directions of the Required Voting  Parties with respect to the time, method and place of taking any action requested.  The Collateral Agent  shall be entitled to rely conclusively on, without independent verification, any written certification from  any Authorized Representative that from time to time certifies to the Collateral Agent that (i) it is the  Controlling Authorized Representative and (ii) it has the exclusive right to deliver a Remedies Instruction.                (b)    If the Collateral Agent has received a copy of a Remedies Instruction from the  Required Voting Parties and has not received written notice from the Required Voting Parties that such  Remedies Instruction has been withdrawn, the Collateral Agent shall have the right, on behalf of the  Secured Parties, to take any and all actions and to exercise any and all rights, remedies and options that it  may have under any of the Security Documents (including any direction contained in the Remedies  Instruction or in a separate instrument in writing executed and delivered to the Collateral Agent);  provided, that, if requested by the Collateral Agent, the Collateral Agent shall have received adequate  security or indemnity as provided in Section 2.02(c).                (c)    The Collateral Agent shall not be obligated to follow any Remedies Instruction  received pursuant to Section 4.03(a) or otherwise under the Security Documents to the extent the  Collateral Agent has received an opinion of independent counsel addressed to it to the effect that such  Remedies Instruction appear to be in conflict with any applicable Law or this Agreement or any other  Credit Document or could result in the Collateral Agent's being subject to (i) criminal liability or (ii) civil  liability or civil litigation for which it has not received adequate indemnity under Section 2.02(c) in any  jurisdiction in question; provided, however, under no circumstances shall the Collateral Agent be liable   NYDOCS01/1212479.10 S-20 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   for acting or refraining from acting in accordance with the Remedies Instruction of the Required Voting  Parties.                Section 4.04. Remedies.                  (a)    No remedy conferred upon or reserved to the Collateral Agent in this Agreement  or in the other Credit Documents is intended to be exclusive of any other remedy or remedies, but every  such remedy shall be cumulative and shall be in addition to every other remedy conferred in this  Agreement or in the other Credit Documents or now or hereafter existing at law or in equity or by statute.                (b)    No delay or omission of the Collateral Agent to exercise any right, remedy or  power accruing upon any Event of Default or Hedge Default shall impair any such right, remedy or power  or shall be construed to be a waiver of or acquiescence in any Event of Default or Hedge Default.  Every  right, power and remedy given by this Agreement, any Security Document or any other Credit Document  to the Collateral Agent may be exercised from time to time and as often as may be deemed expedient by  the Collateral Agent.                (c)    All suits or proceedings to assert claims upon or under this Agreement and the  other Credit Documents to which the Collateral Agent is a party shall be brought by the Collateral Agent  in its name as Collateral Agent and any recovery of judgment shall be held as part of the Collateral.                Section 4.05. Distribution of Collateral Proceeds.                (a)    Application of Proceeds.  Except as otherwise herein expressly provided, the  proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto and  the Security Documents, and any other cash at the time held by the Collateral Agent under this Article 4,  shall be applied by the Collateral Agent:          First, to the payment of the costs and expenses of such exercise of remedies, including        reasonable out-of-pocket costs and expenses of the Agents, the reasonable fees and expenses of        their agents and counsel and all other reasonable expenses incurred and advances made by the        Agents in that connection;          Next, to the payment in full of the remaining Secured Obligations equally and ratably in         accordance with their respective amounts then due and owing in respect of the Credit Documents,         or as the Secured Parties holding the same may otherwise unanimously agree; and           Finally, subject to the rights of any other holder or holders of any Lien on the relevant        Collateral, to the payment to the Borrower, or its respective successors or assigns, or as a court of        competent jurisdiction may direct, of any surplus then remaining.                (b)    Borrower Remains Obligated.  No sale or other disposition of all or any part of  the Collateral pursuant to the Security Documents shall be deemed to relieve the Borrower of its  obligations under any Credit Document to which it is a party except to the extent the proceeds thereof are  applied to the payment of the Secured Obligations.                (c)    As used in this Section 4.05, “proceeds” of the Collateral means cash, securities  and other property realized in respect of, and distributions in kind of, the Collateral, including any  securities entitlements and such proceeds of the Collateral received under any reorganization, liquidation  or adjustment of debt of the Borrower on any of the Collateral, it being understood and agreed by each of  the parties hereto that any such “proceeds” in respect of funds or property credited to the Lock-Up   NYDOCS01/1212479.10 S-21 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   Account shall be the sole and exclusive Collateral of the Lenders and shall be applied solely toward  payment of the Credit Agreement Obligations in accordance with the applicable provisions of the Finance  Documents.                (d)    If any Authorized Representative or any holder of any Secured Obligation  collects or receives any proceeds of such foreclosure, collection or other enforcement that should have  been applied to the payment of the Secured Obligations in accordance with clause (a) of Section 4.05,  whether after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such  Authorized Representative or such Secured Party, as the case may be, will forthwith deliver the same to  the Collateral Agent, for the account of all Secured Parties, to be applied in accordance with clause (a) of  Section 4.05.  Until so delivered, such proceeds will be held by that Authorized Representative or that  Secured Party, as the case may be, for the benefit of all Secured Parties.                (e)    This Section 4.05 is intended for the benefit of, and will be enforceable as a third  party beneficiary by, each present and future Secured Party, each present and future Authorized  Representative and the Collateral Agent as holder of the Liens.                (f)    In connection with the application of proceeds pursuant to clause (a) of Section  4.05, except as otherwise directed by the Required Voting Parties, the Collateral Agent may sell any non- cash proceeds for cash prior to the application of the proceeds thereof.                (g)    If, in any Insolvency or Liquidation Proceeding, the Collateral Agent’s security  interest under the Security Documents is enforced with respect to some, but not all, of the Secured  Obligations then outstanding, the Collateral Agent shall nonetheless apply the proceeds of the Collateral  for the benefit of each Secured Party in the proportions and subject to the priorities specified herein.  To  the extent that the Collateral Agent distributes proceeds collected with respect to Secured Obligations  held by one Secured Party or on behalf of Secured Obligations held by a second holder, the first holder  shall be deemed to have purchased a participation in the Secured Obligations held by the second holder,  or shall be subrogated to the rights of the second holder to receive any subsequent payments and  distributions made with respect to the portion thereof paid or to be paid by the application of such  proceeds.                Section 4.06. Sharing.  The parties hereto expressly acknowledge and agree that it is  the intention of the Secured Parties, in committing to extend and in extending credit to the Borrower, that  the proceeds of the Collateral and the proceeds of any action taken pursuant to a Remedies Instruction are  to be distributed equally among the Secured Parties pro rata according to the percentage of the aggregate  Secured Obligations held by each such Secured Party and, in each case such proceeds shall be distributed,  applied or disposed of in accordance with this Article 4, and the Secured Parties, as among themselves,  agree that, except as otherwise expressly provided herein, such proceeds shall be distributed on such  basis.                Section 4.07. Insolvency or Liquidation Proceedings.  (a)  In any Insolvency or  Liquidation Proceeding and prior to the Discharge of Obligations, the Collateral Agent (acting at the  direction of the Required Voting Parties) on behalf of all Secured Parties and Authorized Representatives,  may consent to any order:                 (i)   for use of cash collateral;                 (ii)  approving a debtor-in-possession financing secured by a Lien upon any property   of the estate in such Insolvency or Liquidation Proceeding;    NYDOCS01/1212479.10 S-22 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






                 (iii) granting any relief on account of Secured Obligations as adequate protection (or   its equivalent) for the benefit of the Secured Parties in the Collateral subject to Liens granted to the   Collateral Agent, for the benefit of the Secured Parties (it being understood that payments or   distributions comprised of any such adequate protection shall not constitute “proceeds” of Collateral for   purposes of Section 4.05(c) or otherwise); or                 (iv)  relating to a sale of assets of any Loan Party that provides, to the extent the   Collateral sold is to be free and clear of Liens, that all Liens granted to the Collateral Agent, for the   benefit of the Secured Parties will attach to the proceeds of the sale;   provided, however, that any Secured Party shall retain the right to object to any cash collateral, debtor-in- possession financing or adequate protection order to the extent such order provides for priming of Liens  over any Collateral if the terms thereof, including the terms of adequate protection (if any) granted to the  Secured Parties in connection therewith, do not provide for materially equal treatment to all Secured  Parties.                (b)    Unless at the direction of, or as consented to by, the Required Voting Parties, the  Secured Parties will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for  adequate protection (or any comparable request for relief) based upon their interest in the Collateral under  the Liens granted to the Collateral Agent, for the benefit of the Secured Parties, except that, without any  action by the Required Voting Parties, they may vote their claims in respect of the Series of Secured  Obligations owed to them in connection with, and have their right to object to, the confirmation of any  plan of reorganization or similar dispositive restructuring plan to the extent any such action is not  inconsistent with their obligations under this Agreement.                (c)    If any Secured Party is required in any Insolvency or Liquidation Proceeding or  otherwise to turn over or otherwise pay to the estate of the Borrower or any Loan Party for any reason,  including without limitation, because it was found to be a fraudulent or preferential transfer, any amount  paid in respect of the Secured Obligations, whether received as proceeds of security, enforcement of any  right of set-off or otherwise, then such Secured Party shall be entitled to a reinstatement of the Secured  Obligations with respect to all such recovered amounts.  In such event, (i) the Discharge of Secured  Obligations or Discharge of Credit Agreement Obligations, as applicable, shall be deemed not to have  occurred and (ii) if this Agreement shall have been terminated prior to such recovery or avoidance action,  this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish,  release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of  reinstatement.                  Article 5.   Rights of Collateral Agent.                Section 5.01.  (a)  The Collateral Agent may execute any of its duties under any Security  Document by or through agents, sub-agents or attorneys-in-fact and shall be entitled to rely on the advice  of counsel (including counsel to the Borrower) concerning all matters pertaining to such duties.  The  Collateral Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or  attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in  the final judgment of a court of competent jurisdiction).                (b)    Neither the Collateral Agent nor its Affiliates nor any of their respective officers,  directors, employees, agents or attorneys-in-fact shall be (i) liable to any of the Secured Parties for any  action lawfully taken or omitted to be taken by it hereunder or under or in connection with any Security  Document (except for its gross negligence, willful misconduct or unlawful acts, as determined by the final  judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or   NYDOCS01/1212479.10 S-23 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   (ii) responsible in any manner to any of the Secured Parties for any recitals, statements, representations or  warranties made by the Borrower or any other Loan Party or any representative of any thereof contained  in any Credit Document or in any certificate, report, statement or other document referred to or provided  for in, or received by the Collateral Agent under or in connection with, any Credit Document or for the  value, validity, effectiveness, genuineness, enforceability or sufficiency of the Credit Documents, or the  perfection or priority of any Lien or security interest created or purported to be created under the Security  Documents, or for any failure of the Borrower or any other Loan Party to perform their obligations  thereunder.  The Collateral Agent as such shall not be under any obligation to any Secured Party to  ascertain or to inquire as to the observance or performance of any of the agreements contained in, or  conditions of, any Credit Document or to inspect the properties, books or records of the Borrower or any  other Loan Party.                (c)    The Collateral Agent shall be entitled to rely conclusively, and shall be fully  protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter,  telecopy, electronic mail message, telex or teletype message, statement, order or other document believed  by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and  upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants  and other experts selected by the Collateral Agent.  The Collateral Agent shall in all cases be fully  protected in acting, or in refraining from acting, under this Agreement or any other Credit Document in  accordance with a request or consent of the Required Voting Parties and such request and any action  taken or failure to act pursuant thereto shall be binding upon all the Secured Parties.                (d)    The Borrower agrees to pay, within 15 days after written demand, to the  Collateral Agent the amount of any and all reasonable and documented out-of-pocket expenses, including  the reasonable and documented Attorney Costs of one New York counsel and one local state counsel in  each other applicable jurisdiction, and the reasonable costs of any experts and agents which the Collateral  Agent may reasonably incur in connection with (i) the administration of the Security Documents, (ii) the  custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral,  (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of  the rights of the Collateral Agent or the Secured Parties under any of the Security Documents or (iv) the  failure by the Borrower, any other Loan Party or any Affiliate thereof to perform or observe any of the  provisions of the Security Documents.                (e)    Whether or not the transactions contemplated hereby are consummated, the  Secured Parties shall indemnify upon demand the Collateral Agent (to the extent the Collateral Agent is  required to be but is not reimbursed by or on behalf of the Loan Parties and without limiting the  obligation of the Loan Parties to do so), pro rata (at the time such indemnity is sought), and hold  harmless the Collateral Agent from and against any and all Indemnified Liabilities incurred by it;  provided that no Secured Party shall be liable for the payment to the Collateral Agent of any portion of  such Indemnified Liabilities resulting from the gross negligence or willful misconduct of the Collateral  Agent as determined by the final judgment of a court of competent jurisdiction; provided further that no  action taken in accordance with the directions of the Controlling Authorized Representative or the  Required Voting Parties shall be deemed to constitute gross negligence or willful misconduct for  purposes of this Section 5.01(e).  In the case of any investigation, litigation or proceeding giving rise to  any Indemnified Liabilities, this Section 5.01(e) applies whether any such investigation, litigation or  proceeding is brought by any Secured Party or any other Person.  The undertaking in this Section 5.01(e)  shall survive termination of the Secured Obligations, the payment of all other Obligations and the  resignation of the Collateral Agent.                (f)    Whether or not the transactions contemplated hereby are consummated, the  Borrower shall indemnify and hold harmless the Collateral Agent (“Indemnified Secured Party”) from   NYDOCS01/1212479.10 S-24 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions,  judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature  whatsoever which may at any time be imposed on, incurred by or asserted against the Indemnified  Secured Party in any way relating to or arising out of or in connection with (a) the execution, delivery,  enforcement, performance or administration of any Credit Document or any other agreement, letter or  instrument delivered in connection with the transactions contemplated thereby, (b) any Commitment or  Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or alleged presence or release  of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower  or any Subsidiary, or any Environmental Liability related in any way to the Borrower or any Subsidiary,  or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the  foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation  for or defense of any pending or threatened claim, investigation, litigation or proceeding), in all cases,  whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnified Secured  Party; provided that such indemnity shall not, as to the Indemnified Secured Party, be available to the  extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments,  suits, costs, expenses or disbursements resulted from the gross negligence, bad faith or willful misconduct  of the Indemnified Secured Party.  Neither the Indemnified Secured Party nor the Borrower shall have  any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any  other Credit Document or arising out of its activities in connection herewith or therewith (whether before  or after the Financial Closing Date).  In the case of an investigation, litigation or other proceeding to  which the indemnity in this Section 5.01(f) applies, such indemnity shall be effective whether or not any  of the transactions contemplated hereunder or under any of the other Credit Documents is consummated.   All amounts due under this Section 5.01(f) shall be paid within ten (10) Business Days after demand  therefor.  The agreements in this Section 5.01(f) shall survive the resignation of the Collateral Agent, the  replacement of any Secured Party, the termination of any Secured Obligation and the repayment,  satisfaction or discharge of all the other Obligations.                (g)    Each Secured Party acknowledges that no Agent-Related Person has made any  representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to  and acceptance of any assignment or review of the affairs of the Borrower or any Affiliate thereof, shall  be deemed to constitute any representation or warranty by any Agent-Related Person to any Secured Party  as to any matter, including whether Agent-Related Persons have disclosed material information in their  possession.  Each Secured Party represents to each Agent that it has, independently and without reliance  upon any Agent-Related Person and based on such documents and information as it has deemed  appropriate, made its own appraisal of and investigation into the business, prospects, operations, property,  financial and other condition and creditworthiness of the Borrower Group, and all applicable bank or  other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to  enter into this Agreement and to extend credit to the Borrower under the Credit Documents.  Each  Secured Party also represents that it will, independently and without reliance upon any Agent-Related  Person and based on such documents and information as it shall deem appropriate at the time, continue to  make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement  and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as  to the business, prospects, operations, property, financial and other condition and creditworthiness of the  Borrower.  Except for notices, reports and other documents expressly required to be furnished to the  Secured Parties by any Agent herein, such Agent shall not have any duty or responsibility to provide any  Secured Party with any credit or other information concerning the business, prospects, operations,  property, financial and other condition or creditworthiness of the Borrower or any of its Affiliates which  may come into the possession of any Agent-Related Person.                (h)    Barclays Bank PLC and its Affiliates may make loans to, accept deposits from,  acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory,   NYDOCS01/1212479.10 S-25 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   underwriting or other business with the Borrower and its Affiliates as though Barclays Bank PLC were  not the Collateral Agent hereunder and without notice to or consent of the Secured Parties.  The Secured  Parties acknowledge that, pursuant to such activities, Barclays Bank PLC or its Affiliates may receive  information regarding the Borrower or its Affiliates (including information that may be subject to  confidentiality obligations in favor of the Borrower or such Affiliates) and acknowledge that the  Collateral Agent shall be under no obligation to provide such information to them.                Article 6.    Resignation or Removal of the Collateral Agent.                The Collateral Agent may resign as Collateral Agent upon ten days' notice to each of the  Authorized Representatives and the Borrower and may be removed at any time with or without cause by  the Required Voting Parties, with any such resignation or removal to become effective only upon the  appointment of a successor collateral agent under this Article 6.  If the Collateral Agent shall resign or be  removed as Collateral Agent, then the Facility Agent and the Required Voting Parties shall (and if no  such successor shall have been appointed within 30 days of the Collateral Agent's notice of resignation or  removal, the Collateral Agent may) appoint a successor collateral agent for the Secured Parties, which  successor collateral agent (so long as no Default or Hedge Default has occurred and is continuing) shall  be reasonably acceptable to the Borrower, whereupon such successor collateral agent shall succeed to the  rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall mean such  successor collateral agent effective upon its appointment, and the former Collateral Agent's rights, powers  and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of  such former Collateral Agent (except that the former Collateral Agent shall deliver all Collateral then in  its possession to such successor collateral agent and execute such documents and instruments as may be  necessary to transfer the Liens of record under the Security Documents in favor of the Collateral Agent to  such successor collateral agent) or any of the other Secured Parties.  After resignation or removal  hereunder as collateral agent, the provisions of this Agreement shall inure to the former Collateral Agent's  benefit, and continue to be binding upon the former Collateral Agent, as to any actions taken or omitted to  be taken by it while it was Collateral Agent.                Article 7.   No Impairments of Other Rights.                Nothing in this Agreement is intended or shall be construed to impair, diminish or  otherwise adversely affect any other right the Secured Parties may have or may obtain against the  Borrower or any other Loan Party.                Article 8.    Termination.                This Agreement shall remain in full force and effect until the Discharge of Secured  Obligations has occurred.                Article 9.    Miscellaneous.                Section 9.01. Waiver.  No failure on the part of the Collateral Agent or the other  Secured Parties to exercise and no delay in exercising, and no course of dealing with respect to, any right,  remedy, power or privilege under this Agreement shall operate as a waiver of such right, remedy, power  or privilege, nor shall any single or partial exercise of any right, remedy, power or privilege under this  Agreement preclude any other or further exercise of any such right, remedy, power or privilege or the  exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges  provided in this Agreement are cumulative and not exclusive of any rights, remedies, powers and  privileges provided by law.   NYDOCS01/1212479.10 S-26 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






                Section 9.02. Notices.  All notices and communications to be given under this  Agreement shall be given or made in writing to the intended recipient at the address specified below or, as  to any party hereto, at such other address as shall be designated by such party in a notice to each other  party hereto.  Except as otherwise provided in this Agreement, all such written notices shall be mailed,  faxed or delivered to the applicable address, facsimile number or electronic mail address.  All such  notices and other communications shall be deemed to be given or made upon the earlier to occur of (i)  actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for  by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit  in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by  telephone; and (D) if delivered by electronic mail, when delivered and receipt has been confirmed by  telephone:          To the Borrower:                Puget Energy Inc.               Level 22, 125 West 55th Street               New York, NY  10019    Attention: Christopher Leslie    Phone: (212) 231-1686    Facsimile: (212) 231-1828    Email: Christopher.Leslie@macquarie.com                        To the Facility Agent:                Barclays Bank PLC               745 Seventh Avenue                New York, NY 10019    Phone: 212-412-3752    Fax: 212-412-7600               Attention: Ann Sutton                 To the Collateral Agent:                Barclays Bank PLC               745 Seventh Avenue                New York, NY 10019    Phone: 212-526-1126    Fax: 212-526-5115               Attention: Ann Sutton                                      To each Interest Rate Hedge Bank:         As set forth on the signature page hereto or in the Joinder        Agreement to which such Interest Rate Hedge Bank is a        party.    NYDOCS01/1212479.10 S-27 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






         To each Additional Secured Party:          As set forth in the Joinder Agreement to which such         Additional Secured Party is a party.                Section 9.03. Amendments, Etc.  (a)  Subject to Section 3.03(c) and Section 3.06, no  provision of this Agreement may be modified, supplemented or waived except by an instrument in  writing duly executed by the Collateral Agent acting at the direction of the Required Voting Parties;  provided, however, (i) no amendment, waiver or consent shall become effective without the prior written  consent of the Required Voting Parties and the Authorized Representative for the affected Series of  Secured Obligations if such amendment, waiver or consent (w) has the effect of changing the definition of  “Required Voting Parties”, the percentage or composition of Secured Parties required to vote on a matter  or this clause (a)(i)(w)), (x) adversely affects the relative priority of payment due to any Secured Party  under the Credit Documents, whether by way of enforcement or realization on Collateral or otherwise  (including, without limitation, the priorities set forth in Section 4.05), (y) has the effect of changing  Section 4.06, or (z) materially adversely affects any Series of Secured Obligations disproportionately as  compared to other Series of Secured Obligations, (ii) no amendment, waiver or consent that has the effect  of changing the definition of “Unanimous Voting Parties” or Section 2.07(d) may be effectuated without  the prior written consent of the Unanimous Voting Parties and (iii) no amendment, waiver or consent that  affects the material rights and duties of the Borrower shall be effective without the prior written consent  of the Borrower.                (b)    No amendment waiver or consent (including, without limitation, any  Intercreditor Vote) of Macquarie Affiliates in such Person’s capacity as a Lender or Participant (each a  “Creditor Side Person”), shall be effective (x) except, with respect to Loans and Commitments not in  excess of $50,000,000 in the aggregate at any time and (y) unless each such Person has in place a Wall  between such Creditor Side Person and any Persons authorized to take action on behalf of the Borrower  (such Persons, “Borrower Side Persons”) such that information is not shared between a Creditor Side  Person and Borrower Side Persons (other than on arm's-length, third party terms) and decisions of  Creditor Side Persons are made, and actions taken, independent of considerations of Borrower Side  Persons.  Any such modification, supplement or waiver shall be for such period and subject to such  conditions as shall be specified in the instrument effecting the same and shall be binding upon the  Collateral Agent and each of the other parties hereto, and any such waiver shall be effective only in the  specific instance and for the purposes for which given.  For purposes hereof, “Wall” shall mean with  respect to any Creditor Side Person and Borrower Side Person, such Persons (1) do not have interlocking  officers, directors or employees, (2) have separate offices and information systems such that a Creditor  Side Person does not have access to non-public information in the possession of a Borrower Side Person  (and vice versa), and (3) have a formalized process or procedure prohibiting the disclosure of non-public  information to the other such Person.  A Creditor Side Person shall provide reasonable evidence of the  Wall upon the reasonable request of a Secured Party or the Collateral Agent.                Section 9.04. Successors and Assigns.  This Agreement shall be binding upon and  inure to the benefit of the Borrower, the Collateral Agent, the Secured Parties and their respective  successors and permitted assigns.  The Collateral Agent may assign or transfer its rights under this  Agreement to any of its Affiliates without the prior written consent of any party hereto; provided, that the  Collateral Agent shall notify the Borrower in writing of such assignment or transfer promptly following  the effectiveness thereof.  Neither the Borrower nor the Parent may assign or transfer its rights or  obligations hereunder.                Section 9.05. Survival.  All representations and warranties made in this Agreement or  in any certificate or other document delivered pursuant to or in connection with this Agreement shall   NYDOCS01/1212479.10 S-28 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   survive the execution and delivery of this Agreement or such certificate or other document (as the case  may be) or any deemed repetition of any such representation or warranty.                Section 9.06. Severability.  Any provision of this Agreement that is prohibited or  becomes unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of  such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and  any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable  such provision in any other jurisdiction, and the parties hereto shall enter into good faith negotiations to  replace such prohibited or unenforceable provision.                Section 9.07. Counterparts.  This Agreement may be executed in any number of  counterparts and by the different parties hereto on separate counterparts, each of which, when so executed  and delivered, shall be effective for purposes of binding the parties hereto, but all of which together shall  constitute one and the same instrument.                Section 9.08. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER  OF JURY TRIAL.  (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN  ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.                (b)    ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS  AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE  DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS  AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW  EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF  NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN  DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE  BORROWER, EACH AGENT AND EACH SECURED PARTY CONSENTS, FOR ITSELF AND IN  RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.   THE BORROWER, EACH AGENT AND EACH SECURED PARTY IRREVOCABLY WAIVES ANY  OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE  GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO  THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF  THIS AGREEMENT OR OTHER DOCUMENT RELATED HERETO.                (c)    EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES  ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION  ARISING UNDER THIS AGREEMENT OR ANY SECURITY DOCUMENT OR IN ANY WAY  CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES  HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, THE SECURITY  DOCUMENTS, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER  NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR  TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY  SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT  TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN  ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9.08(C) WITH ANY COURT AS  WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER  OF THEIR RIGHT TO TRIAL BY JURY.                Section 9.09. Joinder.  (a) Each Lender that becomes a “Lender” under the Credit  Agreement (in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date    NYDOCS01/1212479.10 S-29 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption  Agreement contemplated by such Section 10.07.                (b)    The Borrower may designate additional obligations as Additional Secured  Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing  such obligations is permitted under each of the Credit Agreement and each other Additional Credit  Document then in effect and this Agreement.  If so permitted, the Borrower shall only effect such  designation by:                  (i)   delivering to the Collateral Agent and each Authorized Representative, written   notice from an Authorized Officer certifying:                       (1)   that the Borrower intends to incur additional obligations which               shall constitute Additional Secured Obligations, and specifying the agreement               pursuant to which such obligations will be incurred and designating such               agreement as an “Additional Credit Document” hereunder; and                       (2)   as to the specific name and address of the Authorized               Representative for such Series of Additional Secured Obligations; and                 (ii)  causing the Authorized Representative to execute and deliver to the Collateral   Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged   and approved by an Authorized Officer of the Borrower.                (c)    Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall  constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured  Obligations and the grant of Liens securing such obligations are permitted under each of the Credit  Agreement and each Additional Credit Document then in effect and this Agreement.  In signing a Joinder  Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without  inquiry or investigation, upon such representation and warranty.  The Collateral Agent shall not execute  and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and  delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured  Obligations.                Section 9.10. Specific Performance.  Each Secured Party may demand specific  performance of this Agreement.  Each party hereto irrevocably waives any defense based on the adequacy  of a remedy at law and any other defense which might be asserted to bar the remedy of specific  performance in any action which may be brought by any other Secured Party.                Section 9.11. Agreement for Benefit of Parties Hereto.  Except for the Secured Parties  and their respective successors and permitted assigns, nothing in this Agreement, express or implied, is  intended or shall be construed to confer upon, or to give to, any Person other than the parties hereto and  their respective successors and permitted assigns, and Persons for whom the parties hereto are acting as  agents or representatives, any right, remedy or claim under or by reason of this Agreement or any  covenant, condition or stipulation hereof; and the covenants, stipulations and agreements contained in this  Agreement are and shall be for the sole and exclusive benefit of the parties hereto and their respective  successors and permitted assigns and Persons for whom the parties hereto are acting as agents or  representatives.                Section 9.12. Integration.  This Agreement constitutes the entire agreement and  understanding among the parties to this Agreement with respect to the matters covered by this Agreement   NYDOCS01/1212479.10 S-30 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






   and supersedes any and all prior agreements and understandings, written or oral, with respect to such  matters.                Section 9.13. Original Schedules and Exhibits.  Except as otherwise expressly  modified by this Agreement, each of the Schedules, Exhibits and Appendices attached to the Collateral  Agency Agreement, dated as of February 6, 2009 between the parties hereto, shall be deemed attached to,  and form a part of, this Agreement without any amendment, modification or supplement.                                   [Signature Pages Follow.]    NYDOCS01/1212479.10 S-31 Puget- Amended and Restated Collateral Agency Agreement  07771-0276/LEGAL16959722.4   5/4/10  





 






                                                                             APPENDIX A                                                                            FORM OF JOINDER AGREEMENT                Reference is made to that certain Amended and Restated Collateral Agency Agreement,  dated as of March 31, 2010 (the “Collateral Agency Agreement”), among PUGET ENERGY INC., a  Washington corporation, BARCLAYS BANK PLC, as Facility Agent, BARCLAYS BANK PLC, as  Collateral Agent and the other parties thereto.                The undersigned is party to [DESCRIBE INTEREST HEDGING  AGREEMENT/ADDITIONAL CREDIT DOCUMENT].                Pursuant to the terms of [Section 3.03(b)] / [Section 9.09(b)] of the Collateral Agency  Agreement, the undersigned hereby agrees to be bound by the Collateral Agency Agreement as an  [“Interest Rate Hedge Bank”] / [Additional Secured Party] thereunder.                   Dated:  _____________                                              [Insert Name of Party to be Added]                                                                                           By:                                                                                      Name:                                                 Title:                                                                 Address for Notices:                                                 Attn:  [____________]                                                Tel No.:  [____________]                                                Fax No.:  [____________]    PUGET- AMENDED AND RESTATED  COLLATERAL AGENCY AGREEMENT  07771-0276/LEGAL16959722.4   5/4/10  





 






                                                                  EXECUTION COPY                                     AMENDMENT NO. 1                                            TO              AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT                                                            This AMENDMENT NO. 1 TO AMENDED AND RESTATED COLLATERAL  AGENCY AGREEMENT (this “Amendment”), is made as of February 10, 2012, by JPMORGAN  CHASE BANK, N.A. (“JPMorgan”), in its capacity as successor Collateral Agent.  Capitalized terms  used but not otherwise defined herein shall have the respective meanings given to them in the Amended  and Restated Collateral Agency Agreement referred to below.          WHEREAS, Puget Energy, Inc., as successor to Puget Merger Sub Inc. (the “Borrower”), is party  to that certain Credit Agreement, dated as of May 16, 2008, among the financial institutions from time to  time party thereto as lenders and Barclays Bank PLC, as facility agent (as amended, restated,  supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”);         WHEREAS, the Borrower, is party to that certain Amended and Restated Collateral Agency  Agreement, dated as of February 6, 2009 and as amended and restated as of March 31, 2010, among  Puget Equico LLC, Barclays Bank PLC, as collateral agent and Barclays Bank PLC, as facility agent (as  amended, restated, supplemented or otherwise modified prior to the date hereof, the “Agreement”);          WHEREAS, on or about the date hereof, the Borrower repaid in full all of its Obligations (as  defined therein) under the Existing Credit Agreement;          WHEREAS, on the date hereof, the Borrower entered into that certain Credit Agreement among  the financial institutions from time to time party thereto as Lenders and JPMorgan Chase Bank, N.A., as  administrative agent (the “Administrative Agent”) (as amended, restated, supplemented or otherwise  modified, the “Credit Agreement”);         WHEREAS, pursuant to Section 2.06 of the Agreement, the Lenders signatory hereto and the  Administrative Agent became (i) parties to the Agreement and (ii) the Required Voting Parties upon the  execution of the Credit Agreement;         WHEREAS, pursuant to Article 6 of the Agreement, Barclays Bank PLC resigned as Collateral  Agent as of the date hereof;         WHEREAS, in accordance with Article 6 of the Agreement, the Lenders and the Administrative  Agent, which constitute the Required Voting Parties, have (i) appointed JPMorgan Chase Bank, N.A., as  successor Collateral Agent and (ii) directed the Collateral Agent to enter into this Amendment in that  certain Credit Agreement, dated as of the date hereof, by and among Borrower, the Lenders (as defined  therein) from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as  defined therein); and           NOW THEREFORE, in consideration of the premises set forth above, the terms and conditions  contained herein, and other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the parties hereto have agreed to enter into this Amendment.          SECTION 1.   Amendments to Agreement.          (a)    The first whereas clause of the Agreement is amended and restated in its entirety to read  as follows:       





 






                WHEREAS, the Company (in such capacity, the “Borrower”) has entered into         that certain Credit Agreement, dated as of February 10, 2012, among the financial         institutions from time to time parties thereto as lenders and JPMorgan Chase Bank, N.A.,         as the administrative agent (as amended, amended and restated, supplemented or         otherwise modified from time to time, the “Credit Agreement”);         (b)    Section 1.02 of the Agreement is amended to add the following new definitions therein in  the appropriate alphabetical order:          “Financing Documents” shall have the meaning specified in the Credit        Agreement or, if applicable, any Replacement Credit Agreement; provided, solely with        respect to any Replacement Credit Agreement, shall mean, if necessary, any analogous        defined term used in place thereof in the Replacement Credit Agreement.                “Pledge Agreement” means the Amended and Restated Pledge Agreement, dated         as of February 6, 2009 and amended and restated as of May 10, 2010, from Puget Equico         LLC, as pledgor to Collateral Agent (as amended, restated, supplemented or otherwise         modified from time to time)                “Restricted Lender Affiliate” shall have the meaning specified in the Credit        Agreement.                “Security Agreement” means the Amended and Restated Borrower Security         Agreement, dated as of February 6, 2009 and as amended and restated as of May 10,         2010 and as further amended as of February 10, 2012, between the Borrower and the         Collateral Agent (as amended, restated, supplemented or otherwise modified from time to         time)          (c)   The definitions of “Lock-up Account” and “Macquarie Affiliates” appearing in Section  1.02 of the Agreement are deleted in their entirety.          (d)   Clause (b) of Section 2.02 of the Agreement is amended and restated in its entirety to  read as follows:  “[Reserved]”.          (e)   Clause (a) of Section 2.05 of the Agreement is amended to (i) delete the phrase “Secured  Document” appearing therein and to replace such phrase with the phrase “Security Document” and (ii)  delete in its entirety the phrase “, the Facility Agent’s and a Lender’s right to receive its ratable share of  any amounts maintained in the Lock-Up Account,” appearing therein.          (f)   Clause (b) of Section 2.05 of the Agreement is amended to delete in its entirety the  proviso appearing therein.          (g)   Clause (a) of Section 2.06 of the Agreement is amended to insert the phrase “, which, for  the avoidance of doubt, shall include any analogous administrative capacity utilized in place thereof in  any Replacement Credit Agreement,” immediately following the phrase “Collateral set forth herein, and  the new facility agent” appearing therein.          (h)   Clause (a) of Section 3.01 of the Agreement is amended to delete the phrase “any  provisions of any Credit Documents” appearing therein and replace such phrase with the phrase “any  provision of any Credit Document”.                                               2 





 






         (i)    Clause (c) of Section 3.03 of the Agreement is amended to (i) delete the section reference  “Section 10.01” appearing therein and replace such section reference with the section reference “Section  9.02” and (ii) delete the phrase “Macquarie Affiliates” appearing therein and replace such phrase with the  phrase “Restricted Lender Affiliate”.         (j)    Clause (c) of Section 4.05 of the Agreement is amended to delete in its entirety the phrase  “it being understood and agreed by each of the parties hereto that any such “proceeds” in respect of funds  or property credited to the Lock-Up Account shall be the sole and exclusive Collateral of the Lenders and  shall be applied solely toward payment of the Credit Agreement Obligations in accordance with the  applicable provisions of the Finance Documents” appearing therein.          (k)   Section 9.02 of the Agreement is amended to delete in its entirety the address appearing  under the headings “To the Borrower” and to replace such address with the following address:                                    Puget Energy, Inc.                                   10885 NE 4th Street, Suite 1200                                   Bellevue, WA 98004-5591                                   Phone: (425) 462-3870)                                   Facsimile:  (424) 462-3300                                    Attention: Vice President Finance and Treasurer                                            (l)   Section 9.02 of the Agreement is amended to delete in their entirety the addresses  appearing under the headings “To the Facility Agent” and “To the Collateral Agent” and to replace such  addresses with the following address:                                    JPMorgan Chase Bank                                   10 S. Dearborn Street, 7th Flood                                   Chicago, IL 60603                                   Phone: (312) 385-7025                                   Facsimile: (888) 292-9533                                   Attention: Nan Wilson                                           (m)    Clause (b) of Section 9.03 of the Agreement is amended and restated in its entirety to  read as follows:                (b)    Notwithstanding the foregoing, no waiver or consent of any Restricted        Lender Affiliate shall be required for any amendment, waiver or other modification to        this Agreement pursuant to the terms of this Section 9.03.  For the avoidance of doubt,         the foregoing shall not apply to any assignee of, or Person that purchases participations         from, a Restricted Lender Affiliate, other than an assignee or Participant that constitutes a         Restricted Lender Affiliate.  The Borrower agrees that upon request by the Collateral         Agent, the Borrower shall promptly (and in any case, not less than 3 Business Days),         prior to the effectiveness of any amendment, waiver or other modification pursuant to this         Section 9.03, provide to the Collateral Agent a list of all Restricted Lender Affiliates who         are, to the Borrower’s knowledge after due inquiry, holding any Commitments at such         time.          (n)   The Agreement is amended to replace each reference to “Barclays Bank PLC” with  “JPMorgan Chase Bank, N.A.”.                                                3 





 






         (o)    The Agreement is amended to replace each reference to “Facility Agent” with  “Administrative Agent”.          (p)    Appendix A to the Agreement is deleted in its entirety and replaced with Exhibit A  hereto.          SECTION 2.   Conditions of Effectiveness.  This Amendment shall become effective as of the  date hereof (the “Effective Date”) when, and only when (i) the Collateral Agent shall have received an  executed counterpart of this Amendment from the Collateral Agent, the Administrative Agent and each  Lender and (ii) the New Credit Agreement shall become effective in accordance with its terms and  conditions.           SECTION 3.   Representations and Warranties. Each of the parties hereto represents and  warrants that this Amendment and the Agreement, as amended by this Amendment, constitute legal, valid  and binding obligations of such party enforceable against such party in accordance with their terms,  except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the  enforcement of creditors’ rights generally and general equitable principles.         SECTION 4.   Reference to and the Effect on the Agreement.         (a)   On and after the effective date of this Amendment, each reference in the Agreement to  “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Agreement and  each reference to the Agreement in any certificate delivered in connection therewith, shall mean and be a  reference to the Agreement as amended hereby.         (b)   Each of the parties hereto hereby agrees that, except as specifically amended above, the  Agreement is hereby ratified and confirmed and shall continue to be in full force and effect and  enforceable, except as such enforcement may be limited by applicable bankruptcy, insolvency,  reorganization or other similar laws relating to or limiting creditors’ rights generally and general equitable  principles.         SECTION 5.   Headings.  Section headings in this Amendment are included herein for  convenience only and shall not constitute a part of this Amendment for any other purpose.        SECTION 6.    Execution in Counterparts.  This Amendment may be executed in any number of  counterparts and by different parties hereto in separate counterparts, each of which when so executed and  delivered shall be deemed to be an original and all of which taken together shall constitute but one and the  same agreement.  Delivery of an executed counterpart to this Amendment by facsimile, electronic mail,  portable document format (PDF) or similar means shall be effective as delivery of a manually executed  counterpart of this Amendment.         SECTION 7.   Governing  Law.  This Amendment shall be governed by, and construed and  interpreted in accordance with, the law of the State of New York.                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                              4 





 












 












 






                                                                           EXHIBIT A                                                                             APPENDIX A                                                                            FORM OF JOINDER AGREEMENT                Reference is made to that certain Amended and Restated Collateral Agency Agreement,  dated as of February 6, 2009 and as amended and restated as of March 31, 2010, among PUGET  ENERGY, INC., a Washington corporation, PUGET EQUICO LLC, the other parties from time to time  party thereto and JPMORGAN CHASE BANK, N.A., as successor Collateral Agent (as amended,  restated, supplemented or otherwise modified from time to time, the “Collateral Agency Agreement”).                The undersigned is party to [DESCRIBE INTEREST HEDGING  AGREEMENT/ADDITIONAL CREDIT DOCUMENT].                Pursuant to the terms of [Section 3.03(b)] / [Section 9.09(b)] of the Collateral Agency  Agreement, the undersigned hereby agrees to be bound by the Collateral Agency Agreement as an  [“Interest Rate Hedge Bank”] / [Additional Secured Party] thereunder.                   Dated:  _____________, 20__                                                 [Insert Name of Party to be Added]                                                                                           By:                                                                                      Name:                                                 Title:                                                                                                  Address for Notices:                                                 Attn:  [____________]                                                Tel No.:  [____________]                                                Fax No.:  [____________]     





 






                                       EXHIBIT I                                                                [FORM OF] INTEREST ELECTION REQUEST                                                                      [COMPANY NAME/HEADER]    To:    Mizuho Bank, Ltd., as Administrative Agent         1800 Plaza Ten, Harborside Financial Center         Jersey City, NJ 07311          Attention of Joyce Raynor         Telephone No. (201) 626-9330)         Email: lau_agent@mizuhogroup.com    Date:    Ladies and Gentlemen:     This Interest Election Request is furnished pursuant to Section 2.08(c) of that certain Term Loan   Agreement, dated as of September 26, 2019 (as amended, restated, extended, supplemented or   otherwise modified in writing from time to time, the “Term Loan Agreement”), among Puget Energy,   Inc., (the “Borrower”), the Lenders from time to time party thereto and Mizuho Bank, Ltd., as   Administrative Agent.  Unless otherwise defined herein, capitalized terms used in this Interest Election   Request have the meanings ascribed thereto in the Term Loan Agreement.       The Borrower is hereby requesting to convert or continue certain Borrowings as follows:       1.    Borrowing to which this Interest Election Request applies:            ________________________________                 2.    Date of conversion/continuation (must be a Business Day): __________________, 20____       2.       Amount of Borrowings being converted/continued:  $ _______________          3.       Nature of conversion/continuation:              a. Conversion of ABR Borrowings to Eurodollar Borrowings              b. Conversion of Eurodollar Borrowings to ABR Borrowings              c. Continuation of Eurodollar Borrowings as such       4. If Borrowings are being continued as or converted to Eurodollar Borrowings, the duration of the         new Interest Period that commences on the conversion/continuation date9:                    One Week   _________   One Month    __________ Two Months  _______         Three Months __________ Six Months  __________                                                                   9 Shall be subject to the definition of “Interest Period.” Cannot extend beyond the Maturity Date.  If an Interest   Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s   duration.        





 






                5. The undersigned officer of the Borrower certifies that, both before and after giving effect to the     request above, no Default or Event of Default has occurred and is continuing under the     Agreement.                                    5                





 






                 PUGET ENERGY, INC.                   By: _______________________   Name:   Title:                                  





 






                                     EXHIBIT J                         FORM OF SOLVENCY CERTIFICATE                                                 I, [_____________________], the [_____________________] of Puget Energy, Inc., a  Washington corporation, (the “Borrower”) with responsibility for financial matters of the Borrower,  hereby certify, in my capacity as such and not in my individual capacity, on behalf of the Borrower that I  am the [_____________________] of the Borrower, that I am familiar with the properties, businesses,  assets, finances and operations of the Borrower Group and that I am duly authorized to execute this  Solvency Certificate on behalf of the Borrower, which is being delivered pursuant to the Term Loan  Agreement, dated as of September 26, 2019 (as amended, amended and restated, supplemented and/or  modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the Lenders  party thereto from time to time and Mizuho Bank, Ltd., as Administrative Agent.  Capitalized terms used  herein but not defined herein shall have the meanings assigned thereto in the Credit Agreement.          In reaching the conclusions set forth in this Solvency Certificate, I have carefully reviewed the  Loan Documents and the contents of this Solvency Certificate and, in connection herewith, have taken  into consideration all things necessary or material, and I have made appropriate inquiries and  investigation with responsible officers and employees of the members of the Borrower Group, in order to  make the above and the following certifications.          I hereby further certify that:          l.    To the best of my knowledge, on the date hereof, immediately after giving effect to the  consummation of the Permitted Acquisition, the fair value of the property of the Borrower and its  Subsidiaries, taken as a whole, is greater than the total amount of liabilities (including contingent  liabilities) of the Borrower and its Subsidiaries. With respect to any contingent liabilities, the amount of  contingent liabilities on the date hereof shall be computed as the amount that, in light of all of the facts  and circumstances existing on the date hereof, represents the amount that can reasonably be expected to  become an actual or matured liability.          2.    To the best of my knowledge, on the date hereof, immediately after giving effect to the  consummation of the Permitted Acquisition, the present fair saleable value of the assets of the Borrower  and its Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable  liabilities of the Borrower and its Subsidiaries on their debts as they become absolute and matured.          3.    As of the date hereof, neither the Borrower nor any of its Subsidiaries intends to incur,  nor believes that it will incur, including after giving effect to the consummation of the Permitted  Acquisition, debts or liabilities beyond the ability of the Borrower and its Subsidiaries, taken as whole, to  pay such debts or liabilities as they mature.          4.    To the best of my knowledge, on the date hereof, immediately after giving effect to the  consummation of the Permitted Acquisition, the Borrower and its Subsidiaries, taken as a whole, is  neither engaged in business or in a transaction, nor about to engage in business or in a transaction, for  which the property of the Borrower and its Subsidiaries, taken as a whole, would constitute unreasonably  small capital.          5.    As of the date hereof, after giving effect to the transactions contemplated by the  Permitted Acquisition, the Leverage Ratio is not greater than 0.65 to 1.00, calculated on the basis of  revised financial projections, prepared in accordance with the methodology of the financial projections  delivered pursuant to Section 5.01 of the Credit Agreement, for the period of twelve (12) months after the  date of the Permitted Acquisition.      





 






           6.    As of the date hereof, no Default or Event of Default shall exist immediately prior to such  Permitted Acquisition or, after giving effect to such Permitted Acquisition, shall have occurred and be  continuing, or would result from the consummation of the proposed Permitted Acquisition.                                          [SIGNATURE PAGE FOLLOWS]       





 






   Dated:  ___________________, 20__                                                                                        PUGET ENERGY, INC.                                                                                        By:  _______________________________                                            Name:                                             Title:  Chief Financial Officer      





 






                     EXHIBIT K  PLEDGE AGREEMENT                 [ATTACHED]                                 





 






                                                                       EXECUTION COPY                     AMENDED AND RESTATED PLEDGE AGREEMENT                                  Dated as of February 6, 2009                          as amended and restated as of March 31, 2010                                            From                                     PUGET EQUICO LLC                                          as Pledgor                                             to                                   BARCLAYS BANK PLC                                      as Collateral Agent                                                                                                                        Puget Pledge Agreement  07771-0276/LEGAL16959772.4   5/4/10  





 






                                T A B L E  O F  C O N T E N T S   Section                                                                           Page   Section 1.   Grant of Security ................................................................................................................. 2   Section 2.   Security for Obligations ...................................................................................................... 2   Section 3.   Pledgor Remains Liable ...................................................................................................... 2   Section 4.   Delivery and Control of Security Collateral ....................................................................... 3   Section 5.   Representations and Warranties .......................................................................................... 3   Section 6.   Further Assurances ............................................................................................................. 4   Section 7.   Post-Closing Changes; Certain Additional Covenants ....................................................... 5   Section 8.   Voting Rights; Dividends; Etc. ........................................................................................... 6   Section 9.   Transfers and Other Liens; Additional Shares .................................................................... 7   Section 10.  Collateral Agent Appointed Attorney-in-Fact .................................................................... 7   Section 11.  Collateral Agent May Perform ............................................................................................ 7   Section 12.  The Collateral Agent’s Duties ............................................................................................ 8   Section 13.  Remedies ............................................................................................................................. 8   Section 14.  Indemnity and Expenses ..................................................................................................... 9   Section 15.  Amendments; Waivers; Etc. ............................................................................................... 9   Section 16.  Notices, Etc. ........................................................................................................................ 9   Section 17.  Continuing Security Interest; Assignments Under the Credit Agreement .......................... 9   Section 18.  Termination ......................................................................................................................... 9   Section 19.  Security Interest Absolute ................................................................................................. 10   Section 20.  Collateral Agency Agreement Controls ............................................................................ 11   Section 21.  Execution in Counterparts ................................................................................................ 11   Section 22.  Governing Law ................................................................................................................. 11   Section 23.  Waiver of Right to Trial by Jury ....................................................................................... 11                                                 i                            Puget Pledge Agreement  07771-0276/LEGAL16959772.4   5/4/10  





 






      SCHEDULES   Schedule I   –      Location, Chief Executive Office, Type Of Organization, Jurisdiction Of                      Organization, Organizational Identification Number and Trade Names   Schedule II  –      Pledged Equity   Schedule III  –     Changes in Name, Location, Etc.                                              ii         Puget Amended Restated Pledge Agreement  07771-0276/LEGAL16959772.4   5/4/10  





 






                     AMENDED AND RESTATED PLEDGE AGREEMENT                AMENDED AND RESTATED PLEDGE AGREEMENT dated as of February 6, 2009,  as amended and restated as of March 31, 2010 (as amended, amended and restated, supplemented or  otherwise modified from time to time, this “Agreement”), made by PUGET EQUICO LLC, a Washington  limited liability company (the “Pledgor”), to BARCLAYS BANK PLC, as collateral agent (in such  capacity, together with any successor collateral agent appointed pursuant to the Collateral Agency  Agreement), the “Collateral Agent”) for the Secured Parties.                                         RECITALS.                (1)    Puget Merger Sub Inc. (“Merger Sub”) entered into a Credit Agreement dated as  of May 16, 2008 (said Agreement, as it may hereafter be amended, amended and restated, supplemented  or otherwise modified from time to time, being the “Credit Agreement”) with the Lenders and the other  parties thereto.                (2)    Upon the consummation of the Merger, Puget Energy Inc. assumed, pursuant to  the Assumption Agreement, all of the obligations of the Merger Sub under the Credit Agreement, this  Agreement and all of the other Financing Documents to which the Merger Sub was a party.                (3)    The Borrower may from time to time after the date hereof issue or enter into one  or more notes, indentures, promissory notes, credit agreements or such other Additional Credit  Documents to the extent permitted under the Credit Documents, the obligations under which may be  secured by a first priority lien on the Collateral.                (4)    Pursuant to the Credit Agreement and the Additional Credit Documents, the  Pledgor is entering into this Agreement in order to grant to the Collateral Agent for the ratable benefit of  the Secured Parties a security interest in the Collateral to secure the Secured Obligations.                 (5)    The Pledgor is the owner of the shares of stock or other Equity Interests (the  “Initial Pledged Equity”) set forth opposite the Pledgor’s name on and as otherwise described on  Schedule II hereto and issued by the Borrower.                (6)    It is a condition precedent to the making of Loans by the Lenders under the  Credit Agreement, the entry into Interest Hedging Agreements by the Interest Rate Hedge Banks that the  Pledgor shall have granted the security interest contemplated by this Agreement, and the Borrower desires  to secure indebtedness under the Additional Credit Documents in order to induce the providers of such  indebtedness to execute the Additional Credit Documents.                (7)    The Pledgor will derive substantial direct and indirect benefit from the  transactions contemplated by the Financing Documents and the Additional Credit Documents.                (8)    Capitalized terms used herein but not otherwise defined shall have the meanings  ascribed to such terms in that certain Amended and Restated Collateral Agency Agreement, dated as of  March 31, 2010, among the Borrower, the Collateral Agent, the Facility Agent, in its capacity as  representative for the Lenders, and each other Authorized Representative from time to time party thereto  (as the same may be amended, restated or supplemented from time to time, the “Collateral Agency  Agreement”).  Further, unless otherwise defined in this Agreement, in the Credit Agreement or in the  Collateral Agency Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in  this Agreement as such terms are defined in such Article 8 or 9.  “UCC” means the Uniform Commercial  Code as in effect, from time to time, in the State of New York; provided that, if perfection or the effect of   AMENDED AND RESTATED PLEDGE AGREEMENT                                                  07771-0276/LEGAL16959772.4   5/4/10  





 






   perfection or non-perfection or the priority of any security interest in any Collateral is governed by the  Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means  the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the  provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.                NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders  to make Loans under the Credit Agreement, to induce the Interest Rate Hedge Banks to enter into Interest  Hedging Agreements from time to time and to induce the Additional Secured Parties to extend credit  under the Additional Credit Documents from time to time, the Pledgor hereby agrees with the Collateral  Agent for the equal and ratable benefit of the Secured Parties as follows:                Section 1. Grant of Security.  The Pledgor hereby grants to the Collateral Agent, for the  ratable benefit of the Secured Parties, a security interest in the Pledgor’s right, title and interest in and to  the following, in each case, as to each type of property described below, whether now owned or hereafter  acquired by the Pledgor, wherever located, and whether now or hereafter existing or arising (collectively,  the “Collateral”):                (a)    the following (the “Security Collateral”):                       (i)    the Initial Pledged Equity and the certificates, if any, representing the               Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments               and other property from time to time received, receivable or otherwise distributed in               respect of or in exchange for any or all of the Initial Pledged Equity and all subscription               warrants, rights or options issued thereon or with respect thereto;                       (ii)   all additional shares of stock and other Equity Interests in the Borrower               from time to time acquired by the Pledgor in any manner (such shares and other Equity               Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the               certificates, if any, representing such additional shares or other Equity Interests, and all               dividends, distributions, return of capital, cash, instruments and other property from time               to time received, receivable or otherwise distributed in respect of or in exchange for any               or all of such shares or other Equity Interests and all subscription warrants, rights or               options issued thereon or with respect thereto; and                (b)    all proceeds of, collateral for and supporting obligations relating to, any and all        of the Collateral (including, without limitation, proceeds, collateral and supporting obligations        that constitute property of the types described in clause (a) of this Section 1 and this clause (b))        and, to the extent not otherwise included, all (A) payments under insurance (whether or not the        Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by        reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and        (B) cash.                Section 2. Security for Obligations.  This Agreement secures, in the case of the Pledgor,  the payment of all Secured Obligations.  Without limiting the generality of the foregoing, this Agreement  secures, as to the Pledgor, the payment of all amounts that constitute part of the Secured Obligations and  would be owed to any Secured Party under the Financing Documents and the Additional Credit  Documents but for the fact that they are unenforceable or not allowable due to the existence of a  bankruptcy, reorganization or similar proceeding involving a Loan Party.                Section 3. Pledgor Remains Liable.  Anything herein to the contrary notwithstanding,  (a) the Pledgor shall remain liable under the contracts and agreements included in the Collateral to the   07771-0276/LEGAL16959772.4   5/4/10                                   A-2 





 






   extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this  Agreement had not been executed, (b) the exercise by the Collateral Agent of any of the rights hereunder  shall not release the Pledgor from any of its duties or obligations under the contracts and agreements  included in the Collateral and (c) no Secured Party shall have any obligation or liability under the  contracts and agreements included in the Collateral by reason of this Agreement, any other Financing  Document or any Additional Credit Documents, nor shall any Secured Party be obligated to perform any  of the obligations or duties of the Pledgor thereunder or to take any action to collect or enforce any claim  for payment assigned hereunder.                Section 4. Delivery and Control of Security Collateral.  (a)  All certificates or  instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf  of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be  accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance  reasonably satisfactory to the Collateral Agent.  In addition, upon the occurrence of an Event of Default,  the Collateral Agent shall have the right at any time to exchange certificates or instruments representing  or evidencing Security Collateral for certificates or instruments of smaller or larger denominations.                (b)    With respect to any Security Collateral in which the Pledgor has any right, title or  interest and that constitutes an uncertificated security, the Pledgor will cause the issuer thereof either (i) to  register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated  record with the Pledgor and the Collateral Agent that such issuer will comply with instructions with  respect to such security originated by the Collateral Agent without further consent of the Pledgor, such  authenticated record to be in form and substance satisfactory to the Collateral Agent.                (c)    With respect to any Security Collateral in which the Pledgor has any right, title or  interest and that is not an uncertificated security, upon the request of the Collateral Agent, the Pledgor  will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest  granted hereunder.                Section 5. Representations and Warranties.  The Pledgor represents and warrants as  follows as of the date hereof:                (a)    The Pledgor’s exact legal name, as defined in Section 9-503(a) of the UCC, is        correctly set forth in Schedule I hereto.  The Pledgor has not used any trade name.  The Pledgor is        located (within the meaning of Section 9-307 of the UCC) in the state or jurisdiction set forth in        Schedule I hereto.  The information set forth in Schedule I hereto with respect to the Pledgor is        true and accurate in all respects.  The Pledgor has not previously changed its name, type of        organization, jurisdiction of organization or organizational identification number from those set        forth in Schedule I hereto except as disclosed in Schedule III hereto.                (b)    All Security Collateral consisting of certificated securities and instruments has        been delivered to the Collateral Agent.                (c)    The Pledgor is the legal and beneficial owner of the Collateral free and clear of        any Lien, claim, option or right of others, except for the security interest created under this        Agreement or permitted under the Credit Agreement.  No effective financing statement or other        instrument similar in effect covering all or any part of such Collateral or listing the Pledgor or any        trade name of the Pledgor as debtor with respect to such Collateral is on file in any recording        office, except such as may have been filed in favor of the Collateral Agent relating to the        Financing Documents or as otherwise permitted under the Credit Agreement.    07771-0276/LEGAL16959772.4   5/4/10                                   A-3 





 






                (d)    The Pledged Equity pledged by the Pledgor hereunder has been duly authorized        and validly issued and is fully paid and non-assessable.  With respect to the Pledged Equity that is        an uncertificated security, the Pledgor has caused the issuer thereof either (i) to register the        Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated        record with the Pledgor and the Collateral Agent that such issuer will comply with instructions        with respect to such security originated by the Collateral Agent without further consent of the        Pledgor.                    (e)    The Initial Pledged Equity pledged by the Pledgor constitutes the percentage of        the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule II hereto.                  (f)    All filings and other actions (including without limitation, actions necessary to         obtain control of Collateral as provided in Section 9-106 of the UCC) necessary to perfect the         security interest in the Collateral created under this Agreement have been duly made or taken and         are in full force and effect, and this Agreement creates in favor of the Collateral Agent for the         benefit of the Secured Parties a valid and, together with such filings and other actions, perfected         first priority security interest in the Collateral (other than Permitted Collateral Liens), securing the         payment of the Secured Obligations.                (g)    No authorization or approval or other action by, and no notice to or filing with,        any governmental authority or regulatory body or any other third party is required for (i) the grant        by the Pledgor of the security interest granted hereunder or for the execution, delivery or        performance of this Agreement by the Pledgor, (ii) the perfection or maintenance of the security        interest created hereunder (including the first priority nature of such security interest), except for        the filing of financing and continuation statements under the UCC, which financing statements        have been duly filed and are in full force and effect, and the actions described in Section 4 with        respect to Security Collateral, which actions have been taken and are in full force and effect or        (iii) the exercise by the Collateral Agent of its voting or other rights provided for in this        Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may        be required in connection with the disposition of any portion of the Security Collateral by laws        affecting the offering and sale of securities generally or as may be required in connection with the        disposition of any portion of the Collateral under Section 203 of the Federal Power Act or chapter        80.12 of the Revised Code of Washington.                Section 6. Further Assurances.  (a)  The Pledgor agrees that from time to time, at the  expense of the Pledgor, the Pledgor will promptly execute and deliver, or otherwise authenticate, all  further instruments and documents, and take all further action that may be necessary, or that the Collateral  Agent may reasonably request, in order to perfect and protect any pledge or security interest granted or  purported to be granted by the Pledgor hereunder or to enable the Collateral Agent to exercise and enforce  its rights and remedies hereunder with respect to any Collateral.  Without limiting the generality of the  foregoing, the Pledgor will promptly with respect to the Collateral:  (i) if any such Collateral shall be  evidenced by a promissory note or other instrument, deliver and pledge to the Collateral Agent hereunder  such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or  assignment, all in form and substance satisfactory to the Collateral Agent; (ii) file such financing or  continuation statements, or amendments thereto, and such other instruments or notices, as may be  necessary, or as the Collateral Agent may request, in order to perfect and preserve the security interest  granted or purported to be granted by the Pledgor hereunder; (iii) deliver and pledge to the Collateral  Agent for benefit of the Secured Parties certificates representing Security Collateral that constitutes  certificated securities, accompanied by undated stock powers executed in blank; (iv) take all action  necessary to ensure that the Collateral Agent has control of Collateral consisting of investment property  as provided in Section 9-106 of the UCC; and (v) deliver to the Collateral Agent evidence that all other   07771-0276/LEGAL16959772.4   5/4/10                                   A-4 





 






   action that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and  protect the security interest created by the Pledgor under this Agreement has been taken.                  (b)    The Pledgor hereby authorizes the Collateral Agent to file one or more financing  or continuation statements, and amendments thereto, including, without limitation, one or more financing  statements indicating that such financing statements cover all Equity Interests in the Borrower owned by  the Pledgor, in each case without the signature of the Pledgor, and regardless of whether any particular  asset described in such financing statements falls within the scope of the UCC or the granting clause of  this Agreement.  A photocopy or other reproduction of this Agreement or any financing statement  covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by  law.  The Pledgor ratifies its authorization for the Collateral Agent to have filed such financing  statements, continuation statements or amendments filed prior to the date hereof.                (c)    The Pledgor will furnish to the Collateral Agent from time to time statements and  schedules further identifying and describing the Collateral and such other reports in connection with such  Collateral as the Collateral Agent may reasonably request, all in reasonable detail.                Section 7. Post-Closing Changes; Certain Additional Covenants.  (a)  The Pledgor will  not change its name, type of organization, jurisdiction of organization or organizational identification  number or location from those set forth in Section 5(a) of this Agreement without first giving at least 20  days’ prior written notice to the Collateral Agent and taking all action reasonably required by the  Collateral Agent for the purpose of perfecting or protecting the security interest granted by this  Agreement.  The Pledgor will hold and preserve its records relating to the Collateral and will permit  representatives of the Collateral Agent to inspect and make abstracts from such records and other  documents as set forth in Section 6.18 of the Credit Agreement or the applicable provisions of the  Additional Credit Documents (as if such provisions were applicable to the Pledgor instead of the  Borrower).  If the Pledgor does not have an organizational identification number and later obtains one, it  will forthwith notify the Collateral Agent of such organizational identification number.                (b)    The Pledgor will not:                (i)    amend its Organizational Documents unless such amendment could not         reasonably be expected to result in a Material Adverse Effect (with clauses (i) and (ii) of such        definition being applicable to the Pledgor as well as the Borrower and its Subsidiaries);                (ii)   engage at any time in any business or business activity (including, without         limitation, any action or transaction that is required or restricted with respect to the Borrower and         its Subsidiaries under Article VII of the Credit Agreement or the Additional Credit Documents        without regard to any of the enumerated exceptions to such covenants), other than (A) the        ownership and acquisition of Equity Interests in the Borrower, together with activities reasonably        related thereto, (B) the maintenance of its legal existence, together with activities reasonably        related thereto, (C) the performance of its obligations in connection with the Merger Agreement        and the other agreements contemplated thereby and in the Financing Documents and the        Additional Credit Documents (subject to any limitations contained therein), (D) actions incidental        to the consummation of the Merger and (E) activities incidental to its maintenance and        continuance and to the foregoing activities (which shall include, without limitation (1) entering        into and incurring obligations under any insurance contract and employment agreements and        benefit plans for management or employees of the Borrower or any of its Subsidiaries, (2)        incurring liabilities incidental to its existence, (3) entering into agreements with consultants,        auditors and service providers to provide services to the Borrower or any of its Subsidiaries, (4)        maintaining any Deposit Accounts, Securities Accounts and Lock-Up Accounts permitted or   07771-0276/LEGAL16959772.4   5/4/10                                   A-5 





 






         required pursuant to the Security Agreement, (5) entering into confidentiality and similar        agreements for the Borrower or any of its Subsidiaries and (6) incurring Indebtedness in the form        of Shareholder Funding); provided that (i) Shareholder Funding in the form of loans or         indebtedness to the Pledgor shall only be permitted to be incurred on or prior to the Financial         Closing Date and (ii) notwithstanding any other provision of clauses (A) through (E) to the         contrary, Indebtedness other than Shareholder Funding or referred to in clause (2) of the         preceding parenthetical shall not be permitted to be incurred by the Pledgor; or                (iii)  permit or consent to any amendment or modification of any of the provisions of         the documentation governing or evidencing the Shareholder Funding, including, without         limitation the Shareholder Loan Subordination Agreement (if applicable), without the consent of         the Collateral Agent or unless such amendment is not adverse to the Required Voting Parties.                Section 8. Voting Rights; Dividends; Etc.  (a)  So long as no Event of Default shall  have occurred and be continuing:                (i)    The Pledgor shall be entitled to exercise any and all voting and other consensual        rights pertaining to the Security Collateral or any part thereof for any purpose; provided,         however, that the Pledgor will not exercise or refrain from exercising any such right if such action        would have a material adverse effect on the value of the Security Collateral or any part thereof.                (ii)   The Pledgor shall be entitled to receive and retain any and all dividends, interest        and other distributions paid in respect of the Security Collateral if and to the extent that the        payment thereof is not otherwise prohibited by the terms of the Financing Documents; provided,        however, that any and all:                       (A)   dividends, interest and other distributions paid or payable other than in               cash in respect of, and instruments and other property received, receivable or otherwise               distributed in respect of, or in exchange for, any Security Collateral,                       (B)   dividends and other distributions paid or payable in cash in respect of               any Security Collateral in connection with a partial or total liquidation or dissolution or in               connection with a reduction of capital, capital surplus or paid-in-surplus, and                       (C)    cash paid, payable or otherwise distributed in respect of principal of, or               in redemption of, or in exchange for, any Security Collateral          shall be, and shall be forthwith delivered to the Collateral Agent to hold as, Security Collateral         and shall, if received by the Pledgor, be received in trust for the benefit of the Collateral Agent,         be segregated from the other property or funds of the Pledgor and be forthwith delivered to the         Collateral Agent as Security Collateral in the same form as so received (with any necessary         indorsement).                (iii)  The Collateral Agent will execute and deliver (or cause to be executed and         delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably         request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is         entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest         payments that it is authorized to receive and retain pursuant to paragraph (ii) above.                (b)    Upon the occurrence and during the continuance of an Event of Default:    07771-0276/LEGAL16959772.4   5/4/10                                   A-6 





 






                (i)    All rights of the Pledgor (x) to exercise or refrain from exercising the voting and         other consensual rights that it would otherwise be entitled to exercise pursuant to Section 8(a)(i)         shall, upon notice to the Pledgor by the Collateral Agent, cease and (y) to receive the dividends,         interest and other distributions that it would otherwise be authorized to receive and retain         pursuant to Section 8(a)(ii) shall automatically cease, and all such rights shall thereupon become        vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain        from exercising such voting and other consensual rights and to receive and hold as Security        Collateral such dividends, interest and other distributions.                (ii)   All dividends, interest and other distributions that are received by the Pledgor         contrary to the provisions of paragraph (i) of this Section 8(b) shall be received in trust for the        benefit of the Collateral Agent, shall be segregated from other funds of the Pledgor and shall be        forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received        (with any necessary indorsement).                Section 9. Transfers and Other Liens; Additional Shares.  (a)  The Pledgor agrees that it  will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral,  or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of the Pledgor except  for the pledge, assignment and security interest created under this Agreement and Liens permitted under  the Credit Documents.                (b)    The Pledgor agrees that it will (i) cause the Borrower not to issue any Equity  Interests in addition to or in substitution for the Pledged Equity issued by the Borrower, except to the  Pledgor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any  and all additional Equity Interests issued to it.                Section 10. Collateral Agent Appointed Attorney-in-Fact.  The Pledgor hereby  irrevocably appoints the Collateral Agent the Pledgor’s attorney-in-fact, with full authority in the place  and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time, upon the  occurrence and during the continuance of an Event of Default, in the Collateral Agent’s discretion, to take  any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to  accomplish the purposes of this Agreement, including, without limitation:                (a)    to ask for, demand, collect, sue for, recover, compromise, receive and give        acquittance and receipts for moneys due and to become due under or in respect of any of the        Collateral,                (b)    to receive, indorse and collect any drafts or other instruments or documents, in        connection with clause (a) above, and                (c)    to file any claims or take any action or institute any proceedings that the        Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or        otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral.                Section 11. Collateral Agent May Perform.  If the Pledgor fails to perform any agreement  contained herein, the Collateral Agent may, as the Collateral Agent deems necessary to protect the  security interest granted hereunder in the Collateral or to protect the value thereof, but without any  obligation to do so and without notice, itself perform, or cause performance of, such agreement, and the  expenses of the Collateral Agent incurred in connection therewith shall be payable by the Pledgor under  Section 14.    07771-0276/LEGAL16959772.4   5/4/10                                   A-7 





 






                Section 12. The Collateral Agent’s Duties.  (a)  The powers conferred on the Collateral  Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose  any duty upon it to exercise any such powers.  Except for the safe custody of any Collateral in its  possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall  have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions,  exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured  Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to  preserve rights against any parties or any other rights pertaining to any Collateral.  The Collateral Agent  shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its  possession if such Collateral is accorded treatment substantially equal to that which it accords its own  property.                (b)    Anything contained herein to the contrary notwithstanding, the Collateral Agent  may from time to time, when the Collateral Agent deems it to be necessary, appoint one or more  subagents (each a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the  Collateral.  In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral,  (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by the  Pledgor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent,  in addition to the Collateral Agent, for the ratable benefit of the Secured Parties, as security for the  Secured Obligations, (ii) such Subagent shall automatically be vested, in addition to the Collateral Agent,  with all rights, powers, privileges, interests and remedies of the Collateral Agent hereunder with respect  to such Collateral, and (iii) the term “Collateral Agent,” when used herein in relation to any rights,  powers, privileges, interests and remedies of the Collateral Agent with respect to such Collateral, shall  include such Subagent; provided, however, that no such Subagent shall be authorized to take any action  with respect to any such Collateral unless and except to the extent expressly authorized in writing by the  Collateral Agent.                Section 13. Remedies.  If any Event of Default shall have occurred and be continuing:                (a)    The Collateral Agent may exercise in respect of the Collateral, in addition to         other rights and remedies provided for herein or otherwise available to it, all the rights and         remedies of a secured party upon default under the UCC (whether or not the UCC applies to the         affected Collateral) and also may:  (i)  without notice except as specified below, sell the         Collateral or any part thereof in one or more parcels at public or private sale, at any of the         Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such         other terms as the Collateral Agent may deem commercially reasonable; and (ii) exercise any and         all rights and remedies of the Pledgor under or in connection with the Collateral, or otherwise in         respect of the Collateral, including, without limitation, those set forth in Section 9-607 of the         UCC.  The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten         days’ prior written notice to the Pledgor of the time and place of any public sale or the time after         which any private sale is to be made shall constitute reasonable notification.  The Collateral         Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having         been given.  The Collateral Agent may adjourn any public or private sale from time to time by         announcement at the time and place fixed therefor, and such sale may, without further notice, be         made at the time and place to which it was so adjourned.                (b)    Any cash held by or on behalf of the Collateral Agent and all cash proceeds         received by or on behalf of the Collateral Agent in respect of any sale of, collection from, or other         realization upon all or any part of the Collateral may, in the discretion of the Collateral Agent, be         held by the Collateral Agent as collateral for, and/or then or at any time thereafter applied (after         payment of any amounts payable to the Collateral Agent pursuant to Section 14) in whole or in   07771-0276/LEGAL16959772.4   5/4/10                                   A-8 





 






         part by the Collateral Agent for the ratable benefit of the Secured Parties against, all or any part        of the Secured Obligations, in accordance with the Collateral Agency Agreement.                (c)    All payments received by the Pledgor in respect of the Collateral shall be        received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of        the Pledgor and shall be forthwith paid over to the Collateral Agent in the same form as so        received (with any necessary indorsement).                Section 14. Indemnity and Expenses.  The Pledgor agrees to indemnify, defend and save  and hold harmless each Secured Party, and to pay the expenses of the Collateral Agent, in each case in  connection with this Agreement as set forth in Sections 10.04 and 10.05 of the Credit Agreement as if  such Sections were set forth in this Agreement mutatis mutandis and as if such Sections applied to the  Pledgor instead of the Borrower.                Section 15. Amendments; Waivers; Etc.  No amendment or waiver of any provision of  this Agreement, and no consent to any departure by the Pledgor herefrom, shall in any event be effective  unless the same shall be in writing and signed by the Collateral Agent (and the Pledgor in the case of an  amendment or waiver), and then such waiver or consent shall be effective only in the specific instance  and for the specific purpose for which given.  No failure on the part of the Collateral Agent or any other  Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver  thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise  thereof or the exercise of any other right.                Section 16. Notices, Etc.  All notices and other communications provided for hereunder  shall be provided in accordance with the Collateral Agency Agreement.                Section 17. Continuing Security Interest; Assignments Under the Credit Documents.   This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full  force and effect until the indefeasible payment in full in cash of the Secured Obligations (other than  contingent indemnity obligations not then due), termination of the Commitments and the termination or  expiration of the Interest Hedging Agreements, (b) be binding upon the Pledgor, its successors and  assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the  benefit of the Secured Parties and their respective successors, transferees and assigns.  Without limiting  the generality of the foregoing clause (c), any Lender or Additional Secured Party may assign or  otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including,  without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if  any, held by it) or the Additional Credit Documents, as the case may be, to any other Person, and such  other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender  or the Additional Secured Parties, as the case may be, herein or otherwise, in each case as provided in  Section 10.07 of the Credit Agreement or the applicable provisions of the Additional Credit Documents,  as applicable.                Section 18. Termination.  Upon the indefeasible payment in full in cash of the Secured  Obligations (other than contingent indemnity obligations not then due), termination of the Commitments  and the termination or expiration of the Interest Hedging Agreements, the security interest created by this  Agreement shall terminate and all rights to the Collateral shall revert to the Pledgor, and the Collateral  Agent shall (at the written request and sole cost and expense of the Pledgor) promptly cause to be  transferred and delivered, against receipt but without any recourse, warranty or representation  whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the  Pledgor.  The Collateral Agent shall also (at the written request and sole cost and expense of the Pledgor)  promptly execute and deliver to the Pledgor upon such termination such Uniform Commercial Code   07771-0276/LEGAL16959772.4   5/4/10                                   A-9 





 






   termination statements, and such other documentation as shall be reasonably requested by the Pledgor to  effect the termination and release of the Liens on the Collateral.                Section 19. Security Interest Absolute.  The obligations of the Pledgor under this  Agreement are independent of the Secured Obligations or any other Obligations of any other Loan Party  under or in respect of the Credit Documents, and a separate action or actions may be brought and  prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought  against the Pledgor or any other Loan Party or whether the Pledgor or any other Loan Party is joined in  any such action or actions.  All rights of the Collateral Agent and the other Secured Parties and the  pledge, assignment and security interest hereunder, and all obligations of the Pledgor hereunder, shall be  irrevocable, absolute and unconditional irrespective of, and the Pledgor hereby irrevocably waives (to the  maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in  any way relating to, any or all of the following:                (a)    any lack of validity or enforceability of any Credit Document or any other        agreement or instrument relating thereto;                (b)    any change in the time, manner or place of payment of, or in any other term of,        all or any of the Secured Obligations or any other Obligations of any other Loan Party under or in        respect of any of the Credit Documents or any other amendment or waiver of or any consent to        any departure from any Credit Document, including, without limitation, any increase in the        Secured Obligations resulting from the extension of additional credit to any Loan Party or any of        its Subsidiaries or otherwise;                (c)    any taking, exchange, release or non-perfection of any Collateral or any other        collateral, or any taking, release or amendment or waiver of or consent to departure from any        guaranty, for all or any of the Secured Obligations;                (d)    any manner of application of any Collateral or any other collateral, or proceeds        thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any        Collateral or any other collateral for all or any of the Secured Obligations or any other        Obligations of any other Loan Party under or in respect of the Financing Documents, the        Additional Credit Documents or any other assets of any Loan Party or any of its Subsidiaries;                (e)    any change, restructuring or termination of the corporate structure or existence of        any Loan Party or any of its Subsidiaries;                (f)    any failure of any Secured Party to disclose to any Loan Party any information        relating to the business, condition (financial or otherwise), operations, performance, assets, nature        of assets, liabilities or prospects of any other Loan Party now or hereafter known to such Secured        Party (the Pledgor waiving any duty on the part of the Secured Parties to disclose such        information);                (g)    the failure of any other Person to execute this Agreement or any other Security        Document, guaranty or agreement or the release or reduction of liability of the Pledgor or other        grantor or surety with respect to the Secured Obligations; or                (h)    any other circumstance (including, without limitation, any statute of limitations)        or any existence of or reliance on any representation by any Secured Party that might otherwise        constitute a defense available to, or a discharge of, the Pledgor or any other Pledgor or a third        party grantor of a security interest.    07771-0276/LEGAL16959772.4   5/4/10                                   A-10 





 






   This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any  payment of any of the Secured Obligations is rescinded or must otherwise be returned by any Secured  Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Loan Party or  otherwise, all as though such payment had not been made.                Section 20.  Collateral Agency Agreement Controls.  Notwithstanding anything  herein to the contrary, the lien and security interest granted to the Collateral Agent, for the benefit of the  Secured Parties pursuant to this Agreement and any other Security Document and related agreements  (including any control agreements executed pursuant to the requirements of this Agreement), and the  exercise of any right or remedy by the Collateral Agent in respect of the Collateral are subject to the  provisions of the Collateral Agency Agreement.  In the event of any conflict or inconsistency between the  provisions of this Agreement, any other Security Documents and any such related document and the  Collateral Agency Agreement, the provisions of the Collateral Agency Agreement shall govern and  control.                 Section 21. Execution in Counterparts.  This Agreement may be executed in any number  of counterparts, each of which when so executed shall be deemed to be an original and all of which taken  together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature  page to this Agreement by telecopier or other means of electronic delivery shall be effective as delivery of  an original executed counterpart of this Agreement.                Section 22. Governing Law.  This Agreement shall be governed by, and construed in  accordance with, the laws of the State of New York.                Any legal action or proceeding arising under this Agreement or in any way connected  with or related or incidental to the dealings of the parties hereto or any of them with respect to this  Agreement, in each case whether now existing or hereafter arising, may be brought in the courts of the  State of New York sitting in New York City or of the United States for the Southern District of such state,  and by execution and delivery of this Agreement, the Pledgor consents, for itself and in respect of its  property, to the non-exclusive jurisdiction of those courts.  The Pledgor waives any objection, including  any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now  or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this  Agreement or any Financing Document.                Section 23. Waiver of Right to Trial by Jury.  Each party to this Agreement hereby  expressly waives any right to trial by jury of any claim, demand, action or cause of action arising under  this Agreement, any Credit Document or in any way connected with or related or incidental to its dealings  with respect to this Agreement, any Credit Document or the transactions related thereto, in each case  whether now existing or hereafter arising, and whether founded in contract or tort or otherwise; and each  party to this Agreement hereby agrees and consents that any such claim, demand, action or cause of  action shall be decided by court trial without a jury, and that each party to this Agreement may file an  original counterpart or a copy of this Section 22 with any court as written evidence of the consent of the  signatories hereto to the waiver of its right to trial by jury.                Section 24. Original Schedules and Exhibits.  Each of the Schedules and Exhibits  attached to the Pledge Agreement dated as of February 6, 2009 between the parties hereto, shall be  deemed attached to, and form a part of, this Agreement without any amendment, modification or  supplement.                                                                    [Signature pages follow]    07771-0276/LEGAL16959772.4   5/4/10                                   A-11 





 






                                                                  EXECUTION COPY                                     AMENDMENT NO. 1                                            TO                     AMENDED AND RESTATED PLEDGE AGREEMENT                                                            This AMENDMENT NO. 1 TO AMENDED AND RESTATED PLEDGE  AGREEMENT (this “Amendment”), is made as of February 10, 2012, by and between JPMORGAN  CHASE BANK, N.A., in its capacity as successor Collateral Agent (as defined below) and PUGET  EQUICO LLC, as pledgor (the “Pledgor”).  Capitalized terms used but not otherwise defined herein shall  have the respective meanings given to them in the Amended and Restated Collateral Agency Agreement  (described below).           WHEREAS, on the date hereof, Barclays Bank PLC resigned as Collateral Agent under than  certain Amended and Restated Collateral Agency Agreement, dated as of February 6, 2009 and as  amended and restated as of March 31, 2010, among Puget Energy, Inc., Pledgor, Barclays Bank PLC, as  collateral agent and Barclays Bank PLC, as facility agent;          WHEREAS, pursuant to Amendment No. 1 to Amended and Restated Collateral Agency  Agreement, dated as of the date hereof, JPMorgan Chase Bank, N.A. was appointed as successor  Collateral Agent (in such capacity, the “Collateral Agent”);          WHEREAS, the Collateral Agent and the Pledgor wish to amend that certain Amended and  Restated Pledge Agreement, dated February 6, 2009 and as amended and restated as of March 31, 2010,  between Collateral Agent, as successor collateral agent and the Pledgor (as amended, restated,  supplemented or otherwise modified prior to the date hereof, the “Agreement”);         NOW THEREFORE, in consideration of the premises set forth above, the terms and conditions  contained herein, and other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the parties hereto have agreed to amend the Agreement as follows.         SECTION 1.    Amendments to Agreement.          (a)    Recital (1) to the Agreement is amended and restated in its entirety to read as follows:                       (1)  Puget Energy, Inc. entered into that certain Credit Agreement dated        as of February 10, 2012  among the Lenders from time to time party thereto and        JPMorgan Chase Bank, N.A., as administrative agent (as amended, restated,        supplemented or otherwise modified from time to time, the “Credit Agreement”).          (b)   Recital (6) to the Agreement is amended to delete the punctuation mark “,” appearing  immediately before the phrase “the entry into Interest Hedging Agreements” appearing therein and to  replace such punctuation mark with the word “and”.          (c)   Recital (8) is amended to insert the phrase “the Pledgor,” immediately following the  phrase “March 31, 2010, among the Borrower,” appearing therein.          (d)   Recital (2) to the Agreement is deleted in its entirety.          (e)   Recitals (3), (4), (5), (6) and (7) are renumbered as recitals (2), (3), (4), (5) and (6)  respectively.     





 






         (f)    Clause  (b)(ii) of Section 7 of the Agreement is amended to (i) delete the punctuation  mark “,” appearing immediately before the number “(5)” appearing therein and to replace such  punctuation mark with the word “and” and (ii) to delete in its entirety the phrase “and (6) incurring  Indebtedness in the form of Shareholder Funding); provided that (i) Shareholder Funding in the form of  loans or indebtedness to the Pledgor shall only be permitted to be incurred on or prior to the Financial  Closing Date and (ii) notwithstanding any other provision of clauses (A) through (E) to the contrary,  Indebtedness other than Shareholder Funding or referred to in clause (2) of the preceding parenthetical  shall not be permitted to be incurred by the Pledgor; or” appearing therein.         (g)    Clause (b)(iii) of Section 7 of the Agreement is deleted in its entirety.         (h)    Section 14 of the Agreement is amended to (i) delete the section reference “Sections  10.04 and 10.05” appearing therein and to replace such section reference with the section reference  “Section 9.03”, (ii) delete the phrase “Sections were” and to replace such phrase with the phrase “Section  was” and (iii) to replace the word “Sections” appearing immediately before the phrase “applied to the  Pledgor” appearing therein with the word “Section”.          (i)   Section 17 of the Agreement is amended to delete the section reference “Section 10.07”  appearing therein and to replace such section reference with the section reference “Section 9.04”.         (j)    The Agreement is amended to replace each reference to “Barclays Bank PLC” with  “JPMorgan Chase Bank, N.A.”.           SECTION 2.   Conditions of Effectiveness.  This Amendment shall become effective as of the  date hereof (the “Effective Date”) when, and only when (i) the Collateral Agent shall have received an  executed counterpart of this Amendment from the Collateral Agent and the Pledgor and (ii) the New  Credit Agreement shall become effective in accordance with its terms and conditions.           SECTION 3.   Representations and Warranties. Each of the parties hereto represents and  warrants that this Amendment and the Agreement, as amended by this Amendment, constitute legal, valid  and binding obligations of such party enforceable against such party in accordance with their terms,  except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the  enforcement of creditors’ rights generally and general equitable principles.         SECTION 4.   Reference to and the Effect on the Agreement.         (a)   On and after the effective date of this Amendment, each reference in the Agreement to  “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Agreement and  each reference to the Agreement in any certificate delivered in connection therewith, shall mean and be a  reference to the Agreement as amended hereby.         (b)   Each of the parties hereto hereby agrees that, except as specifically amended above, the  Agreement is hereby ratified and confirmed and shall continue to be in full force and effect and  enforceable, except as such enforcement may be limited by applicable bankruptcy, insolvency,  reorganization or other similar laws relating to or limiting creditors’ rights generally and general equitable  principles.         SECTION 5.   Headings.  Section headings in this Amendment are included herein for  convenience only and shall not constitute a part of this Amendment for any other purpose.        SECTION 6.    Execution in Counterparts.  This Amendment may be executed in any number of  counterparts and by different parties hereto in separate counterparts, each of which when so executed and  delivered shall be deemed to be an original and all of which taken together shall constitute but one and the  same agreement.  Delivery of an executed counterpart to this Amendment by facsimile, electronic mail,                                              2 





 






   portable document format (PDF) or similar means shall be effective as delivery of a manually executed  counterpart of this Amendment.         SECTION 7.   Governing  Law.  This Amendment shall be governed by, and construed and  interpreted in accordance with, the law of the State of New York.                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                              3 





 






      IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be duly  executed by their respective authorized signatories as of the day and year first above written.                                       By: ...:....:....t;...!:~=,£.-U;_,....::;..__,4:f,,M..!~~r­                                       Name:                                        Title: Vice Pre i e Finance and Treasurer                           Signature Page Jo Amendment No. I to                        Amended and Restated Pledge Agreement 





 






                JPMORGAN    CHASE   BANK, N.A.                  as successor Collateral Agent                   B~~-                    Name:  He l.en D. Davis                     Title: Vice President     Signature Page to Amendment No. I lO  Amended and Restated Pledge Agree,ment 





 






                      EXHIBIT L  SECURITY AGREEMENT                    [ATTACHED]                                              





 






                                                                       EXECUTION COPY                                                                                                                                                                                                 AMENDED AND RESTATED BORROWER SECURITY AGREEMENT                                  Dated as of February 6, 2009                           as amended and restated as of March 31, 2010                                                                                        From                                                                                PUGET ENERGY INC.                                                                                     as Borrower                                                                                         to                                                                               BARCLAYS BANK PLC                                                                                  as Collateral Agent      Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                                T A B L E  O F  C O N T E N T S   Section                                                                          Page   Section 1. Grant of Security ....................................................................................................................... 2   Section 2. Security for Obligations ............................................................................................................ 6   Section 3. Borrower Remain Liable ........................................................................................................... 6   Section 4. Delivery and Control of Security Collateral ............................................................................. 6   Section 5. Deposit Accounts ...................................................................................................................... 7   Section 6. Reserved .................................................................................................................................... 7   Section 7. Release of Amounts .................................................................................................................. 7   Section 8. Representations and Warranties ................................................................................................ 8   Section 9. Further Assurances .................................................................................................................. 10   Section 10. Reserved ................................................................................................................................ 11   Section 11. Reserved ................................................................................................................................ 11   Section 12. Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related               Contracts ........................................................................................................................ 11   Section 13. As to Intellectual Property Collateral .................................................................................... 12   Section 14. Voting Rights; Dividends; Etc. ............................................................................................. 12   Section 15. Reserved ................................................................................................................................ 13   Section 16. As to Letter-of-Credit Rights ................................................................................................ 13   Section 17. Commercial Tort Claims ....................................................................................................... 13   Section 18. Transfers and Other Liens; Additional Shares ...................................................................... 13   Section 19. Collateral Agent Appointed Attorney in Fact ....................................................................... 14   Section 20. Collateral Agent May Perform .............................................................................................. 14   Section 21. The Collateral Agent’s Duties ............................................................................................... 14   Section 22. Remedies ............................................................................................................................... 15   Section 23. Indemnity and Expenses ....................................................................................................... 16   Section 24. Amendments; Waivers; Additional Borrower; Etc. .............................................................. 16   Section 25. Notices, Etc. .......................................................................................................................... 16   Section 26. Continuing Security Interest; Assignments under the Credit Agreement ............................. 16     Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






   Section 27. Termination ........................................................................................................................... 16   Section 28. Collateral Agency Agreement Controls ................................................................................ 16   Section 29. Execution in Counterparts ..................................................................................................... 17   Section 30. Governing Law ..................................................................................................................... 17   Section 31. Waiver of Right to Trial by Jury ........................................................................................... 17   Schedules   Schedule I     -    Investment Property  Schedule II    -    Pledged Deposit Accounts  Schedule III   -    Assigned Agreements  Schedule IV    -    Intellectual Property  Schedule V     -    Commercial Tort Claims  Schedule VI    -    Location, Chief Executive Office, Type of Organization, Jurisdiction of                       Organization and Organizational Identification Number  Schedule VII   -    Changes in Name, Location, Etc.  Schedule VIII  -    Letters of Credit    Exhibits    Exhibit A      -    Form of Withdrawal Certificate        Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






              AMENDED AND RESTATED BORROWER SECURITY AGREEMENT                AMENDED AND RESTATED BORROWER SECURITY AGREEMENT (as amended,  amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as  of February 6, 2009, as amended and restated as of March 31, 2010 made by Puget Energy Inc., a  Washington corporation (successor in interest by merger to Puget Merger Sub Inc.) (the “Company”) to  Barclays Bank PLC, as collateral agent (together with any successor collateral agent appointed pursuant  to the Collateral Agency Agreement referred to below, the “Collateral Agent”) for the Secured Parties.                  PRELIMINARY STATEMENTS.                (1) Puget Merger Sub Inc. (“Merger Sub”) entered into a Credit Agreement dated as of  May 16, 2008 (said agreement, as it may hereafter be amended, amended and restated, supplemented or  otherwise modified from time to time, being the “Credit Agreement”) with the Lenders and the other  parties thereto.                  (2) Upon the consummation of the Merger, the Company assumed, pursuant to the  Assumption Agreement, all of the obligations of the Merger Sub under the Credit Agreement, this  Agreement and all of the other Financing Documents to which the Merger Sub was a party, and is the  owner of the shares of stock or other Equity Interests (the “Initial Pledged Equity”) set forth opposite the  Borrower’s name on and as otherwise described in Part I of Schedule I hereto and issued by Puget Sound  Energy, Inc. (“PSE”).  The Merger Sub (prior to the Effective Time) and the Company (upon and after the  Effective Time) are referred to herein as the “Borrower”.                (3) The Borrower may from time to time after the date hereof issue or enter into one or  more notes, indentures, promissory notes, credit agreements or such other Additional Credit Documents  to the extent permitted under the Credit Documents, the obligations under which may be secured by a first  priority lien on the Collateral.                (4) The Borrower is the owner of the deposit accounts (the “Pledged Deposit Accounts”)  set forth opposite its name on Schedule II hereto.                (5) The Borrower is the owner of Account No. 110789 (the “Lock-Up Account”), with  The Bank of New York Mellon at its office at 101 Barclay Street, Floor 8W, New York, NY 10286,  Attention: Corporate Finance Group.                (6) It is a condition precedent to the making of Loans by the Lenders under the Credit  Agreement, the entry into Interest Hedging Agreements by the Interest Rate Hedge Banks that the  Borrower shall have granted the to the Collateral Agent, for the ratable benefit of the Secured Parties, the  security interest contemplated by this Agreement, and the Borrower desires to secure indebtedness under  the Additional Credit Documents in order to induce the providers of such indebtedness to execute the  Additional Credit Documents.  The Borrower will derive substantial direct and indirect benefit from the  transactions contemplated by the Financing Documents and the Additional Credit Documents.                (7)  Capitalized terms used herein but not otherwise defined shall have the meanings  ascribed to such terms in that certain Amended and Restated Collateral Agency Agreement, dated as of  March 31, 2010, among the Borrower, the Collateral Agent, the Facility Agent, in its capacity as  representative for the Lenders, and each other Authorized Representative from time to time party thereto  (as the same may be amended, restated or supplemented from time to time, the “Collateral Agency  Agreement”).  Further, unless otherwise defined in this Agreement, in the Credit Agreement or in the  Collateral Agency Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in     Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






   this Agreement as such terms are defined in such Article 8 or 9.  The term “Withdrawal Certificate” shall  mean a certificate substantially in the form of Exhibit A, and the term “Withdrawal Date” shall mean any  date on which a withdrawal is to be made from the Lock-Up Account.                (8) “UCC” means the Uniform Commercial Code as in effect from time to time in the  State of New York; provided that, if perfection or the effect of perfection or non perfection or the priority  of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a  jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect  from time to time in such other jurisdiction for purposes of the provisions hereof relating to such  perfection, effect of perfection or non perfection or priority.                NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders  to make Loans under the Credit Agreement, to induce the Interest Rate Hedge Banks to enter into Interest  Hedging Agreements from time to time and to induce the Additional Secured Parties to extend credit  under the Additional Credit Documents from time to time, the Borrower hereby agrees with the Collateral  Agent for the ratable benefit of the Secured Parties as follows:                Section 1. Grant of Security.  The Borrower hereby grants to the Collateral Agent, for the  ratable benefit of the Secured Parties, a security interest in the Borrower’s right, title and interest in and to  the following, in each case, as to each type of property described below, whether now owned or hereafter  acquired by the Borrower, wherever located, and whether now or hereafter existing or arising  (collectively, the “Collateral”):                (a) all equipment in all of its forms, including, without limitation, all machinery, tools,        motor vehicles, vessels, aircraft, furniture and fixtures, and all parts thereof and all accessions        thereto, including, without limitation, computer programs and supporting information that        constitute equipment within the meaning of the UCC (any and all such property being the        “Equipment”);                (b) all inventory in all of its forms, including, without limitation, (i) all raw materials,         work in process, finished goods and materials used or consumed in the manufacture, production,         preparation or shipping thereof, (ii) goods in which the Borrower has an interest in mass or a joint         or other interest or right of any kind (including, without limitation, goods in which the Borrower         has an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped         in transit by the Borrower, and all accessions thereto and products thereof and documents         therefor, including, without limitation, computer programs and supporting information that         constitute inventory within the meaning of the UCC (any and all such property being the         “Inventory”);                (c) all accounts (including, without limitation, health-care-insurance receivables), chattel        paper (including, without limitation, tangible chattel paper and electronic chattel paper),        instruments (including, without limitation, promissory notes), letter-of-credit rights, general        intangibles (including, without limitation, payment intangibles) and other obligations of any kind,        whether or not arising out of or in connection with the sale or lease of goods or the rendering of        services and whether or not earned by performance, and all rights now or hereafter existing in and        to all supporting obligations and in and to all security agreements, mortgages, Liens, leases,        letters of credit and other contracts securing or otherwise relating to the foregoing property (any        and all of such accounts, chattel paper, instruments, letter-of-credit rights, general intangibles and        other obligations, to the extent not referred to in clause (d), (e), (f) or (g) below, being the         “Receivables,” and any and all such supporting obligations, security agreements, mortgages,        Liens, leases, letters of credit and other contracts being the “Related Contracts”);     Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                (d) the following (the “Security Collateral”):                       (i)    the Initial Pledged Equity and the certificates, if any, representing the               Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments               and other property from time to time received, receivable or otherwise distributed in               respect of or in exchange for any or all of the Initial Pledged Equity and all warrants,               rights or options issued thereon or with respect thereto;                       (ii)   all additional shares of stock and other Equity Interests in PSE from time               to time acquired by the Borrower in any manner (such shares and other Equity Interests,               together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates,               if any, representing such additional shares or other Equity Interests, and all dividends,               distributions, return of capital, cash, instruments and other property from time to time               received, receivable or otherwise distributed in respect of or in exchange for any or all of               such shares or other Equity Interests and all warrants, rights or options issued thereon or               with respect thereto;                       (iii)  all indebtedness from time to time owed to the Borrower (such               indebtedness being the “Pledged Debt”) and the instruments, if any, evidencing such               indebtedness, and all interest, cash, instruments and other property from time to time               received, receivable or otherwise distributed in respect of or in exchange for any or all of               such indebtedness;                       (iv)   the Lock-Up Account, all security entitlements with respect to all               financial assets from time to time credited to the Lock-Up Account, and all financial               assets, and all dividends, distributions, return of capital, interest, cash, instruments and               other property from time to time received, receivable or otherwise distributed in respect               of or in exchange for any or all of such security entitlements or financial assets and all               warrants, rights or options issued thereon or with respect thereto; and                       (v)    all other investment property (including, without limitation, all (A)               securities, whether certificated or uncertificated, (B) security entitlements, (C) securities               accounts, (D) commodity contracts and (E) commodity accounts) in which the Borrower               has now, or acquires from time to time hereafter, any right, title or interest in any manner,               and the certificates or instruments, if any, representing or evidencing such investment               property, and all dividends, distributions, return of capital, interest, cash, instruments and               other property from time to time received, receivable or otherwise distributed in respect               of or in exchange for any or all of such investment property and all warrants, rights or               options issued thereon or with respect thereto;                (e) each of the agreements listed on Schedule III hereto and each Interest Hedging         Agreement to which the Borrower is now or may hereafter become a party, in each case as such         agreements may be amended, amended and restated, supplemented or otherwise modified from         time to time (collectively, the “Assigned Agreements”), including, without limitation, (i) all rights        of the Borrower to receive moneys due and to become due under or pursuant to the Assigned        Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity,        warranty or guaranty with respect to the Assigned Agreements, (iii) claims of the Borrower for        damages arising out of or for breach of or default under the Assigned Agreements and (iv) the        right of the Borrower to terminate the Assigned Agreements, to perform thereunder and to        compel performance and otherwise exercise all remedies thereunder (all such Collateral being the        “Agreement Collateral”);     Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                (f) the following (collectively, the “Account Collateral”):                       (i)    the Pledged Deposit Accounts, other deposit accounts and all funds from               time to time credited thereto, and all certificates and instruments, if any, from time to               time representing or evidencing the Pledged Deposit Accounts;                       (ii)   all promissory notes, certificates of deposit, checks and other instruments               from time to time delivered to or otherwise possessed by the Collateral Agent for or on               behalf of the Borrower in substitution for or in addition to any or all of the then existing               Account Collateral; and                       (iii)  all interest, cash, instruments and other property from time to time               received, receivable or otherwise distributed in respect of or in exchange for any or all of               the then existing Account Collateral;                (g) the following (collectively, the “Intellectual Property Collateral”):                       (i)    all patents, patent applications, utility models and statutory invention               registrations, all inventions claimed or disclosed therein and all improvements thereto               (“Patents”);                       (ii)   all trademarks, service marks, domain names, trade dress, logos, designs,               slogans, trade names, business names, corporate names and other source identifiers,               whether registered or unregistered (provided that no security interest shall be granted in               United States intent-to-use trademark applications to the extent that, and solely during the               period in which, the grant of a security interest therein would impair the validity or               enforceability of such intent-to-use trademark applications under applicable federal law),               together, in each case, with the goodwill symbolized thereby (“Trademarks”);                       (iii)  all copyrights, including, without limitation, copyrights in Computer               Software (as hereinafter defined), internet web sites and the content thereof, whether               registered or unregistered (“Copyrights”);                       (iv)  all computer software, programs and databases (including, without               limitation, source code, object code and all related applications and data files), firmware               and documentation and materials relating thereto, together with any and all maintenance               rights, service rights, programming rights, hosting rights, test rights, improvement rights,               renewal rights and indemnification rights and any substitutions, replacements,               improvements, error corrections, updates and new versions of any of the foregoing               (“Computer Software”);                       (v)   all confidential and proprietary information, including, without               limitation, know-how, trade secrets, manufacturing and production processes and               techniques, inventions, research and development information, databases and data,               including, without limitation, technical data, financial, marketing and business data,               pricing and cost information, business and marketing plans and customer and supplier               lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial               and intangible property of any type, including, without limitation, industrial designs and               mask works (in each case, subject to the exclusion for intent to use applications set forth               in clause (ii) above);      Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                       (vi)   all registrations and applications for registration for any of the foregoing,               including, without limitation, those registrations and applications for registration set forth               in Schedule IV hereto, together with all reissues, divisions, continuations, continuations-              in-part, extensions, renewals and reexaminations thereof (in each case, subject to the               exclusion for intent to use applications set forth in clause (ii) above);                       (vii)  all tangible embodiments of the foregoing, all rights in the foregoing               provided by international treaties or conventions, all rights corresponding thereto               throughout the world and all other rights of any kind whatsoever of the Borrower               accruing thereunder or pertaining thereto;                       (viii) all agreements, permits, consents, orders and franchises relating to the               license, development, use or disclosure of any of the foregoing to which the Borrower,               now or hereafter, is a party or a beneficiary, including, without limitation, the agreements               set forth in Schedule IV hereto; and                       (ix)  any and all claims for damages and injunctive relief for past, present and               future infringement, dilution, misappropriation, violation, misuse or breach with respect               to any of the foregoing, with the right, but not the obligation, to sue for and collect, or               otherwise recover, such damages;                (h) the commercial tort claims described in Schedule V hereto (together with any        commercial tort claims as to which the Borrower have complied with the requirements of Section        17);                (i) all books and records (including, without limitation, customer lists, credit files,        printouts and other computer output materials and records) of the Borrower pertaining to any of        the Collateral; and                (j) all proceeds of, collateral for, income, royalties and other payments now or hereafter        due and payable with respect to, and supporting obligations relating to, any and all of the        Collateral (including, without limitation, proceeds, collateral and supporting obligations that        constitute property of the types described in clauses (a) through (i) of this Section 1) and, to the         extent not otherwise included, all (A) payments under insurance (whether or not the Collateral         Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of         loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash.                Provided, however, that in no event shall Collateral (or any of the sub-categories of  Collateral defined above) include: (a) any lease, license, contract or agreement to which the Borrower is a  party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited  by or in violation of (i) any law, rule or regulation applicable to the Borrower, or (ii) a term, provision or  condition of any such lease, license, contract, property right or agreement (unless such law, rule,  regulation, term, provision or condition would be rendered ineffective with respect to the creation of the  security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any  successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the  Bankruptcy Code) or principles of equity; provided further that in no event shall the Security Collateral be  excluded by the first proviso in this paragraph, or (b) in any of the outstanding capital stock of (i) a  Controlled Foreign Corporation (within the meaning of Section 957 of the Internal Revenue Code of  1986, as amended) in excess of 65% of the voting power of all classes of capital stock of such Controlled  Foreign Corporation entitled to vote and (ii) any subsidiary of any such Controlled Foreign Corporation.      Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                Section 2. Security for Obligations.  This Agreement secures, in the case of the Borrower,  the payment of all Secured Obligations of the Borrower.  Without limiting the generality of the foregoing,  this Agreement secures, as to the Borrower, the payment of all amounts that constitute part of the Secured  Obligations and would be owed by the Borrower to any Secured Party under the Credit Documents but  for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy,  reorganization or similar proceeding involving the Borrower.                Section 3. Borrower Remain Liable.  Anything herein to the contrary notwithstanding, (a)  the Borrower shall remain liable under the contracts and agreements included in the Borrower’s Collateral  to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if  this Agreement had not been executed, (b) the exercise by the Collateral Agent of any of the rights  hereunder shall not release the Borrower from any of its duties or obligations under the contracts and  agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under  the contracts and agreements included in the Collateral by reason of this Agreement or any other  Financing Document, nor shall any Secured Party be obligated to perform any of the obligations or duties  of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned  hereunder.                Section 4. Delivery and Control of Security Collateral.  (a) All certificated securities or  instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf  of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be  accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance  satisfactory to the Collateral Agent.  The Collateral Agent shall have the right at any time to exchange  certificates or instruments representing or evidencing Security Collateral for certificates or instruments of  smaller or larger denominations.                (b) With respect to the Lock-Up Account and any Security Collateral that constitutes a  security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the  securities intermediary, the Borrower will cause the securities intermediary with respect to such Account  or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder  thereof or (ii) to agree with the Borrower and the Collateral Agent that such securities intermediary will  comply with entitlement orders originated by the Collateral Agent without further consent of the  Borrower, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a  “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,”  respectively)                (c) With respect to any Security Collateral that constitutes an uncertificated security, the  Borrower will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of  such security or (ii) to agree with the Borrower and the Collateral Agent that such issuer will comply with  instructions with respect to such security originated by the Collateral Agent without further consent of the  Borrower, such agreement to be in form and substance satisfactory to the Collateral Agent (such  agreement being an “Uncertificated Security Control Agreement”).                (d) The Collateral Agent shall have the right at any time to convert Security Collateral  consisting of financial assets credited to the Securities Account to Security Collateral consisting of  financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of  financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets  credited to the Lock-Up Account.                (e) The balance from time to time in the Lock-Up Account shall constitute part of the  Collateral of the Lenders hereunder and, except as otherwise provided herein, shall not constitute payment     Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






   of the Credit Agreement Obligations until the occurrence of a Cash Sweep Date, whereupon a portion of  such amounts standing to the credit of the Lock-Up Account shall be applied as provided in Section  2.03(b)(i)(B) of the Credit Agreement.                Section 5. Deposit Accounts.  So long as any Secured Obligation shall remain unpaid,  any Interest Hedging Agreement shall be in effect or any Lender shall have any Commitment:                (a) The Borrower will maintain deposit accounts only with the financial institution acting         as Collateral Agent hereunder or with a bank (a “Pledged Account Bank”) that has agreed with         the Borrower and the Collateral Agent to comply with instructions originated by the Collateral         Agent directing the disposition of funds in such deposit account without the further consent of the         Borrower, such agreement to be in form and substance reasonably satisfactory to the Collateral         Agent (a “Deposit Account Control Agreement”); provided, however, this Section 5(a) shall not        apply to deposit accounts (i) with an aggregate balance of no more than $250,000 at any time or        (ii) operated solely as a payroll account.                (b) The Borrower agrees to terminate any or all Pledged Deposit Accounts and related         Deposit Account Control Agreements upon request by the Collateral Agent.                (c) The Collateral Agent may, at any time and without notice to, or consent from, the         Borrower, transfer, or direct the transfer of, funds from the Pledged Deposit Accounts to satisfy         the Borrower’s obligations under the Financing Documents if an Event of Default shall have         occurred and be continuing. In the event that such a transfer shall take place, the Collateral Agent         agrees to provide notice to the Borrower thereafter as required by law, provided that the failure to        provide such notice shall not result in any liability under this Agreement.                Section 6. Reserved.                  Section 7. Release of Amounts.  (a)  So long as no Default under Section 8.01(a), (f) or  (k) of the Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral  Agent will pay and release, or direct the applicable Pledged Account Bank to pay and release, to the  Borrower or at its order such amount, if any, as is then on deposit in the Pledged Deposit Accounts, in  each case to the extent permitted to be released under the terms of the Credit Documents.                     (b)  The following provisions shall apply to withdrawals from the Lock-Up   Account:    (i)  Withdrawal Certificate.                          (A)  Upon the conclusion of a Lock-Up Period, the Borrower shall be entitled  to withdraw monies from the Lock-Up Account by delivering to the Collateral Agent a Withdrawal  Certificate signed by the Borrower.                          (B)  The Borrower shall not be entitled to request any withdrawal from the  Lock-Up Account during the Lock-Up Period except withdrawals permitted pursuant to Section 7.05(d)  of the Credit Agreement.  Any Withdrawal Certificate provided to the Collateral Agent by the Borrower  during a Lock-Up Period shall be accompanied by a certification of an Authorized Officer of the  Borrower in accordance with clause (C) below, (including a certification with respect to the Distributable  Cash balance, if applicable); and      Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                          (C)  No later than three Business Days prior to the Withdrawal Date, the  Borrower shall deliver to the Facility Agent, each other Authorized Representative and the Collateral  Agent, for purposes of any withdrawal, a Withdrawal Certificate signed by an Authorized Officer of the  Borrower specifying:                     (i)   the amount requested to be withdrawn from the Lock-Up Account;                     (ii)  the relevant Withdrawal Date on which such withdrawal is to be made;                     (iii) the purpose for which the amount so withdrawn is to be used;                       (iv)  for any withdrawal under clause (A) above, that the Borrower is not and will               not be, after giving effect to such withdrawal in Default and, no Default or Event of               Default may reasonably be expected to occur as a result of such withdrawal or the               application of the withdrawn amounts in the manner contemplated by such Withdrawal               Certificate; and                     (v)   a certificate with respect to the Distributable Cash Balance on the date of               the Withdrawal Certificate.                     (ii)  Agents’ Review of Certificates; Delivery to Collateral Agent.                           (A)  In the event that prior to the relevant Withdrawal Date, the Facility  Agent shall reasonably determine that a Withdrawal Certificate is inconsistent with or otherwise fails to  satisfy the provisions of this Agreement and the other Financing Documents, the Facility Agent shall  notify the Collateral Agent and the Borrower in writing promptly but in no case later than the third  Business Day following the Facility Agent’s receipt of such Withdrawal Certificate and may either (A)  return such Withdrawal Certificate to the Borrower with its determinations noted thereon; or (B) in  consultation with the Borrower, make such corrections as it reasonably deems necessary to satisfy the  requirements of this Agreement.  The Facility Agent and the Borrower will endeavor to agree and  complete the final form Withdrawal Certificate and deliver such certificate to the Collateral Agent, no  later than the Business Day prior to the Withdrawal Date to which such certificate relates.                          (B)  The Facility Agent and the Collateral Agent shall countersign any  accepted Withdrawal Certificate (which acceptance or counter-signature shall not be unreasonably  withheld, conditioned or delayed), and the Collateral Agent shall implement such Withdrawal Certificate  in accordance with Section 7(b)(iii).                     (iii)  Implementation of Withdrawal.  Except as otherwise provided in this  Agreement, following receipt of an executed Withdrawal Certificate, the Collateral Agent shall pay or  transfer the amount(s) specified in such Withdrawal Certificate by requesting that the Account Bank  initiate such payment or transfer not later than 12:00 Noon (New York City time) on the Withdrawal Date  set out in such Withdrawal Certificate for such payment or transfer (or if such certificate is not received  by the Collateral Agent at least one Business Day prior to such Withdrawal Date, by 12:00 Noon (New  York City time) on the next succeeding Business Day following delivery of such Withdrawal Certificate  to the Collateral Agent).                Section 8. Representations and Warranties.  The Borrower represents and warrants as  follows as of the date hereof:      Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                (a) The Borrower’s exact legal name, type of organization, jurisdiction of organization        and organizational identification number is set forth in Schedule VI hereto.  The Borrower has no         trade names other than as listed on Schedule VI hereto.  Within the five years preceding the date         hereof, the Borrower has not changed its name, type of organization, jurisdiction of organization         or organizational identification number from those set forth in Schedule VI hereto except as set         forth in Schedule VII hereto.                (b) The Borrower is the legal and beneficial owner of the Collateral granted or purported        to be granted by it free and clear of any Lien, claim, option or right of others, except for the        security interest created under this Agreement or permitted under the Credit Agreement.  No        effective financing statement or other instrument similar in effect covering all or any part of such        Collateral or listing the Borrower or any trade name of the Borrower as debtor is on file in any        recording office, except such as may have been filed in favor of the Collateral Agent relating to        the Financing Documents.                (c) The Borrower has no material Equipment or Inventory.                (d) None of the Receivables or Agreement Collateral is evidenced by a promissory note        or other instrument in excess of $250,000 that has not been delivered to the Collateral Agent.                (e) PSE, as an issuer of Security Collateral, has received notice of the security interest        granted hereunder.                (f) The Pledged Equity pledged by the Borrower hereunder has been duly authorized and         validly issued and is fully paid and non assessable.  The Pledged Debt pledged by the Borrower         hereunder has been duly authorized, authenticated or issued and delivered, is the legal, valid and         binding obligation of the issuers thereof, is evidenced by one or more promissory notes (which         promissory notes have been delivered to the Collateral Agent) and is not in default.                (g) The Initial Pledged Equity pledged by the Borrower constitutes 100% of the issued         and outstanding Equity Interests of PSE.                (h) The Borrower has no investment property, other than the investment property listed         on Schedule I hereto and additional investment property as to which the Borrower has complied        with the requirements of Section 4.                (i) The Assigned Agreements to which the Borrower is a party, true and complete copies         of which (other than the Interest Hedging Agreements) have been furnished to the Collateral         Agent, have been duly authorized, executed and delivered by all parties thereto, have not been         amended, amended and restated, supplemented or otherwise modified, are in full force and effect         and are binding upon and enforceable against all parties thereto in accordance with their terms.         The Borrower is not in default and, to the Borrower’s knowledge, there exists no default under         any Assigned Agreement to which the Borrower is a party by any other party thereto.                (j) The Borrower has no deposit accounts, other than the Pledged Deposit Accounts listed         on Schedule II hereto and additional Pledged Deposit Accounts as to which the Borrower has         complied with the applicable requirements of Section 5.                (k) The Borrower is not a beneficiary or assignee under any letter of credit, other than the        letter of credit described in Schedule VIII hereto and additional letters of credit as to which the         Borrower has complied with the requirements of Section 16.     Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                (l) This Agreement creates in favor of the Collateral Agent for the benefit of the Secured        Parties a valid security interest in the Collateral granted by the Borrower, securing the payment of        the Secured Obligations; all actions necessary to obtain control of Collateral as provided in        Sections 9-104, 9-106 and 9-107 of the UCC have been taken (other than deposit accounts        described in Section 5(a)) and upon the filing with the Washington Department of Licensing of an         appropriate UCC financing statement naming the Borrower as debtor and the Collateral Agent as         secured party and describing the collateral as “all assets” the security interest of the Collateral         Agent in all collateral that can be perfected by the filing of a UCC financing statement will be         taken and such security interest will be perfected and will be first priority, subject to no other         Liens other than Permitted Collateral Liens.                (m) No authorization or approval or other action by, and no notice to or filing with, any         governmental authority or regulatory body or any other third party is required for (i) the grant by         the Borrower of the security interest granted hereunder or for the execution, delivery or         performance of this Agreement by the Borrower, (ii) the perfection or maintenance of the security         interest created hereunder (including the first priority nature of such security interest), except for         the filing of financing and continuation statements under the UCC, which financing statements         have been duly filed and are in full force and effect, the recordation of the Intellectual Property         Security Agreements referred to in Section 13(f) with the U.S. Patent and Trademark Office and         the U.S. Copyright Office, and the actions described in Section 4 with respect to the Security         Collateral, which actions have been taken and are in full force and effect, or (iii) the exercise by         the Collateral Agent of its voting or other rights provided for in this Agreement or the remedies in         respect of the Collateral pursuant to this Agreement, except as may be required in connection         with the disposition of any portion of the Security Collateral by laws affecting the offering and         sale of securities generally or as may be required in connection with the disposition of any portion         of the Collateral under Section 203 of the Federal Power Act or chapter 80.12 of the Revised         Code of Washington.                (n) The Borrower has no material Intellectual Property Collateral.                (o) The Borrower has no commercial tort claims other than those listed in Schedule V         hereto and additional commercial tort claims as to which the Borrower has complied with the         requirements of Section 17.                Section 9. Further Assurances.  (a)  The Borrower agrees that from time to time, at the  expense of the Borrower, the Borrower will promptly execute and deliver, or otherwise authenticate, all  further instruments and documents, and take all further action that may be necessary or desirable, or that  the Collateral Agent may reasonably request, in order to perfect and protect any pledge or security interest  granted or purported to be granted by the Borrower hereunder or to enable the Collateral Agent to  exercise and enforce its rights and remedies hereunder with respect to any Collateral of the Borrower;  provided, however, that in no event shall the Borrower be required to cause the notation of any security  interest on any certificate of title.                (b) The Borrower hereby authorizes the Collateral Agent to file one or more financing or  continuation statements, and amendments thereto, including, without limitation, one or more financing  statements indicating that such financing statements cover all assets or all personal property (or words of  similar effect) of the Borrower, regardless of whether any particular asset described in such financing  statements falls within the scope of the UCC or the granting clause of this Agreement.  A photocopy or  other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law.   The Borrower ratifies its authorization for the Collateral Agent to have filed such financing statements,  continuation statements or amendments filed prior to the date hereof.     Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                (c) The Borrower will furnish to the Collateral Agent from time to time statements and  schedules further identifying and describing the Collateral of the Borrower and such other reports in  connection with such Collateral as the Collateral Agent may reasonably request, all in reasonable detail.                Section 10. Reserved.                  Section 11. Reserved.                  Section 12. Post-Closing Changes; Collections on Assigned Agreements, Receivables  and Related Contracts.  (a)  The Borrower will not change its name, type of organization, jurisdiction of  organization or organizational identification number from those set forth in Section 8(a) of this  Agreement (except in connection with the Merger) without first giving at least 20 days’ prior written  notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the  purpose of perfecting or protecting the security interest granted by this Agreement.  The Borrower will  hold and preserve its records relating to the Collateral, including, without limitation, the Assigned  Agreements and Related Contracts, and will permit representatives of the Collateral Agent to inspect and  make abstracts from such records and other documents as set forth in Section 6.18 of the Credit  Agreement and otherwise specified in the Additional Credit Documents.  If the Borrower does not have  an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent  of such organizational identification number.                (b) Except as otherwise provided in this subsection (b), the Borrower will continue to  collect, at its own expense, all amounts due or to become due the Borrower under the Assigned  Agreements, Receivables and Related Contracts.  In connection with such collections, the Borrower may  take such action as the Borrower or the Collateral Agent may deem necessary to enforce collection of the  Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms  of the Collateral Agency Agreement, the Collateral Agent shall have the right at any time, upon the  occurrence and during the continuance of an Event of Default and upon written notice to the Borrower of  its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related  Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the  Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the  Borrower thereunder directly to the Collateral Agent and, upon such notification and at the expense of the  Borrower, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to  adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as  the Borrower might have done, and to otherwise exercise all rights with respect to such Assigned  Agreements, Receivables and Related Contracts, including, without limitation, those set forth in Section  9-607 of the UCC.  After receipt by the Borrower of the notice from the Collateral Agent referred to in  the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation,  instruments) received by the Borrower in respect of the Assigned Agreements, Receivables and Related  Contracts of the Borrower shall be received in trust for the benefit of the Collateral Agent hereunder, shall  be segregated from other funds of the Borrower and shall be forthwith paid over to the Collateral Agent in  the same form as so received (with any necessary indorsement) to be deposited in an account secured for  the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the  Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the  Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event  of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be  continuing, applied as provided in Section 22(b) and (ii) the Borrower will not adjust, settle or  compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or  Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon.   The Borrower will not permit or consent to the subordination of its right to payment under any of the     Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






   Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the  Obligor thereof.                Section 13. As to Intellectual Property Collateral.  The Borrower agrees that should it  obtain an ownership interest in any item of the type set forth in Section 1(g), (a) the provisions of this  Agreement shall automatically apply thereto and (b) the Borrower shall execute and deliver to the  Collateral Agent any agreement, instrument or other document reasonably requested by the Collateral  Agent to perfect the security interest in such Collateral.                Section 14. Voting Rights; Dividends; Etc.  (a)  So long as no Event of Default hall have  occurred and be continuing:                (i)    The Borrower shall be entitled to exercise any and all voting and other         consensual rights pertaining to the Security Collateral of the Borrower or any part thereof for any         purpose; provided however, that the Borrower will not exercise or refrain from exercising any        such right if such action would have a material adverse effect on the value of the Security        Collateral or any part thereof.                (ii)   The Borrower shall be entitled to receive and retain any and all dividends,         interest and other distributions paid in respect of the Security Collateral of the Borrower if and to         the extent that the payment thereof is not otherwise prohibited by the terms of the Credit         Documents; provided, however, that any and all                       (A) dividends, interest and other distributions paid or payable other than in cash               in respect of, and instruments and other property received, receivable or otherwise               distributed in respect of, or in exchange for, any Security Collateral,                       (B) dividends and other distributions paid or payable in cash in respect of any               Security Collateral in connection with a partial or total liquidation or dissolution or in               connection with a reduction of capital, capital surplus or paid in surplus, and                       (C) cash paid, payable or otherwise distributed in respect of principal of, or in               redemption of, or in exchange for, any Security Collateral         shall be, and shall be forthwith delivered to the Collateral Agent to hold as, Security Collateral        and shall, if received by the Borrower, be received in trust for the benefit of the Collateral Agent,        be segregated from the other property or funds of the Borrower and be forthwith delivered to the        Collateral Agent as Security Collateral in the same form as so received (with any necessary        indorsement).                (iii)  The Collateral Agent will execute and deliver (or cause to be executed and        delivered) to the Borrower all such proxies and other instruments as the Borrower may reasonably        request for the purpose of enabling the Borrower to exercise the voting and other rights that it is        entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest        payments that it is authorized to receive and retain pursuant to paragraph (ii) above.                (b) Upon the occurrence and during the continuance of an Event of Default:                (i)    All rights of the Borrower (x) to exercise or refrain from exercising the voting        and other consensual rights that it would otherwise be entitled to exercise pursuant to Section        14(a)(i) shall, upon notice to the Borrower by the Collateral Agent, cease and (y) to receive the     Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






         dividends, interest and other distributions that it would otherwise be authorized to receive and        retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon        become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or        refrain from exercising such voting and other consensual rights and to receive and hold as        Security Collateral such dividends, interest and other distributions.                (ii)   All dividends, interest and other distributions that are received by the Borrower         contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the        benefit of the Collateral Agent, shall be segregated from other funds of the Borrower and shall be        forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received        (with any necessary indorsement).                Section 15. Reserved                .                Section 16. As to Letter-of-Credit Rights.  (a)  The Borrower, by granting a security  interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and  hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all  Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or  assignee.  The Borrower will promptly use commercially reasonable efforts to cause the issuer of each  letter of credit and each nominated person (if any) with respect thereto to consent to such assignment of  the proceeds thereof pursuant to a consent in form and substance reasonably satisfactory to the Collateral  Agent and deliver written evidence of such consent to the Collateral Agent.                (b)  Upon the occurrence of an Event of Default, the Borrower will, promptly upon  request by the Collateral Agent, (i) notify (and the Borrower hereby authorizes the Collateral Agent to  notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of  letters of credit that the proceeds thereof have been assigned to the Collateral Agent hereunder and any  payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its  designee and (ii) with respect to any letters of credit that are transferable, arrange for the Collateral Agent  to become the transferee beneficiary of letter of credit.                Section 17. Commercial Tort Claims.  The Borrower will promptly give notice to the  Collateral Agent of any commercial tort claim that may arise after the date hereof and will immediately  execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary  action, to subject such commercial tort claim to the first priority security interest created under this  Agreement.                Section 18. Transfers and Other Liens; Additional Shares.  (a)  The Borrower agrees that  it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral  other than as permitted under the terms of the Credit Documents, or (ii) create or suffer to exist any Lien  upon or with respect to any of the Collateral of the Borrower except for the pledge, assignment and  security interest created under this Agreement and Liens permitted under the Credit Documents.                (b) The Borrower agrees that it will (i) cause PSE not to issue any Equity Interests in  addition to or in substitution for the Pledged Equity issued by such issuer, except to the Borrower, and (ii)  pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional  Equity Interests issued to it.      Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                Section 19. Collateral Agent Appointed Attorney in Fact.  The Borrower hereby  irrevocably appoints the Collateral Agent the Borrower’s attorney in fact, with full authority in the place  and stead of the Borrower and in the name of the Borrower or otherwise, from time to time, upon the  occurrence and during the continuance of an Event of Default, in the Collateral Agent’s discretion, to take  any action and to execute any instrument that the Collateral Agent may deem necessary to accomplish the  purposes of this Agreement, including, without limitation:                (a) to ask for, demand, collect, sue for, recover, compromise, receive and give        acquittance and receipts for moneys due and to become due under or in respect of any of the        Collateral,                (b) to receive, indorse and collect any drafts or other instruments, documents and chattel        paper, in connection with clause (a) above, and                (c) to file any claims or take any action or institute any proceedings that the Collateral         Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to         enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the         Collateral Agent with respect to any of the Collateral.                Section 20. Collateral Agent May Perform.  If the Borrower fails to perform any  agreement contained herein, the Collateral Agent may, but without any obligation to do so and without  notice, itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent  incurred in connection therewith shall be payable by the Borrower under Section 23.                Section 21. The Collateral Agent’s Duties.  (a)  The powers conferred on the Collateral  Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose  any duty upon it to exercise any such powers.  Except for the safe custody of any Collateral in its  possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall  have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions,  exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured  Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to  preserve rights against any parties or any other rights pertaining to any Collateral.  The Collateral Agent  shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its  possession if such Collateral is accorded treatment substantially equal to that which it accords its own  property.                (b) Anything contained herein to the contrary notwithstanding, the Collateral Agent may  from time to time, when the Collateral Agent deems it to be necessary, appoint one or more subagents  (each a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Collateral.  In  the event that the Collateral Agent so appoints any Subagent with respect to any Collateral, (i) the  assignment and pledge of such Collateral and the security interest granted in such Collateral by the  Borrower hereunder shall be deemed for purposes of this Security Agreement to have been made to such  Subagent, in addition to the Collateral Agent, for the ratable benefit of the Secured Parties, as security for  the Secured Obligations, (ii) such Subagent shall automatically be vested, in addition to the Collateral  Agent, with all rights, powers, privileges, interests and remedies of the Collateral Agent hereunder with  respect to such Collateral, and (iii) the term “Collateral Agent,” when used herein in relation to any rights,  powers, privileges, interests and remedies of the Collateral Agent with respect to such Collateral, shall  include such Subagent; provided, however, that no such Subagent shall be authorized to take any action  with respect to any such Collateral unless and except to the extent expressly authorized in writing by the  Collateral Agent.      Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                Section 22. Remedies.  If any Event of Default shall have occurred and be continuing:                (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other        rights and remedies provided for herein or otherwise available to it, all the rights and remedies of        a secured party upon default under the UCC (whether or not the UCC applies to the affected        Collateral) and also may:  (i) require the Borrower to, and the Borrower hereby agrees that it will        at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the        Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a        place and time to be designated by the Collateral Agent that is reasonably convenient to both        parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in one        or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for        cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may        deem commercially reasonable; (iii) occupy any premises owned or leased by any of the        Borrower where the Collateral or any part thereof is assembled or located for a reasonable period        in order to effectuate its rights and remedies hereunder or under law, without obligation to the        Borrower in respect of such occupation; and (iv) exercise any and all rights and remedies of the        Borrower under or in connection with the Collateral, or otherwise in respect of the Collateral,        including, without limitation, (A) any and all rights of the Borrower to demand or otherwise        require payment of any amount under, or performance of any provision of, the Assigned        Agreements, the Receivables, the Related Contracts and the other Collateral, (B) withdraw, or        cause or direct the withdrawal, of all funds with respect to the Account Collateral and (C)        exercise all other rights and remedies with respect to the Assigned Agreements, the Receivables,        the Related Contracts and the other Collateral, including, without limitation, those set forth in        Section 9-607 of the UCC.  The Borrower agrees that, to the extent notice of sale shall be        required by law, at least ten days’ prior written notice to the Borrower of the time and place of        any public sale or the time after which any private sale is to be made shall constitute reasonable        notification.  The Collateral Agent shall not be obligated to make any sale of Collateral regardless        of notice of sale having been given.  The Collateral Agent may adjourn any public or private sale        from time to time by announcement at the time and place fixed therefor, and such sale may,        without further notice, be made at the time and place to which it was so adjourned.                (b) Any cash held by or on behalf of the Collateral Agent and all cash proceeds received         by or on behalf of the Collateral Agent in respect of any sale of, collection from, or other         realization upon all or any part of the Collateral may, in the discretion of the Collateral Agent, be         held by the Collateral Agent as collateral for, and/or then or at any time thereafter applied (after         payment of any amounts payable to the Collateral Agent pursuant to Section 23) in whole or in        part by the Collateral Agent for the ratable benefit of the Secured Parties against, all or any part        of the Secured Obligations, in accordance with the Collateral Agency Agreement.                (c) All payments received by the Borrower under or in connection with any Assigned        Agreement or otherwise in respect of the Collateral shall be received in trust for the benefit of the        Collateral Agent, shall be segregated from other funds of the Borrower and shall be forthwith        paid over to the Collateral Agent in the same form as so received (with any necessary        indorsement).                (d) The Collateral Agent may, without notice to the Borrower except as required by law        and at any time or from time to time, charge, set off and otherwise apply all or any part of the        Secured Obligations against any funds held with respect to the Account Collateral or in any other        deposit account of the Borrower.      Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                (e) The Collateral Agent may send to each bank, securities intermediary or issuer party to        any Deposit Account Control Agreement, Securities/Deposit Account Control Agreement,        Securities Account Control Agreement or Uncertificated Security Control Agreement a “Notice        of Exclusive Control” as defined in and under such Agreement.                Section 23. Indemnity and Expenses.  The Borrower agrees to indemnify, defend and  save and hold harmless each Secured Party, and to pay the expenses of the Collateral Agent, in each case  in connection with this Agreement, as set forth in Sections 10.04 and 10.05 of the Credit Agreement as if  such sections were set forth in this Agreement mutatis mutandis.                Section 24. Amendments; Waivers; Additional Borrower; Etc.  No amendment or waiver  of any provision of this Agreement, and no consent to any departure by the Borrower herefrom, shall in  any event be effective unless the same shall be in writing and signed by the Collateral Agent (and the  Borrower in the case of an amendment or waiver), and then such waiver or consent shall be effective only  in the specific instance and for the specific purpose for which given.  No failure on the part of the  Collateral Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder,  shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any  other or further exercise thereof or the exercise of any other right.                Section 25. Notices, Etc.  All notices and other communications provided for hereunder  shall be provided in accordance with the Collateral Agency Agreement.                Section 26. Continuing Security Interest; Assignments under the Credit Documents.  This  Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force  and effect until the indefeasible payment in full in cash of the Secured Obligations (other than any  contingent indemnity obligations not then due), termination of the Commitments and the termination or  expiration of the Interest Hedging Agreements, (b) be binding upon the Borrower, its successors and  assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the  benefit of the Secured Parties and their respective successors, transferees and assigns.  Without limiting  the generality of the foregoing clause (c), any Lender or Additional Secured Party may assign or  otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including,  without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if  any, held by it) or Additional Credit Document, as the case may be, to any other Person, and such other  Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender or  Additional Secured Party, as the case may be, herein or otherwise, in each case as provided in  Section 10.07 of the Credit Agreement or in the Additional Credit Documents, as applicable.                Section 27. Termination.  Upon the indefeasible payment in full in cash of the Secured  Obligations (other than any contingent indemnity obligations not then due), termination of the  Commitments and the termination or expiration of the Interest Hedging Agreements, the security interest  created by this Agreement shall terminate and all rights to the Collateral shall revert to the Borrower, and  the Collateral Agent shall (at the written request and sole cost and expense of the Borrower) promptly  cause to be transferred and delivered, against receipt but without any recourse, warranty or representation  whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the  Borrower.  The Collateral Agent shall also (at the written request and sole cost and expense of the  Borrower) promptly execute and deliver to the Borrower upon such termination such Uniform  Commercial Code termination statements, and such other documentation as shall be reasonably requested  by the Borrower to effect the termination and release of the Liens on the Collateral.                Section 28. Collateral Agency Agreement Controls.  Notwithstanding anything herein to  the contrary, the lien and security interest granted to the Collateral Agent, for the benefit of the Secured     Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






   Parties pursuant to this Agreement and any other Security Document and related agreements (including  any control agreements executed pursuant to the requirements of this Agreement), and the exercise of any  right or remedy by the Collateral Agent in respect of the Collateral are subject to the provisions of the  Collateral Agency Agreement.  In the event of any conflict or inconsistency between the provisions of  this Agreement, any other Security Documents and any such related document and the Collateral Agency  Agreement, the provisions of the Collateral Agency Agreement shall govern and control.   Notwithstanding anything herein to the contrary, in accordance with the provisions of Sections 2.02(b),  2.05(b) and 4.05(c), the Lock-Up Account and any funds, cash, Securities Entitlements credited thereto  and any proceeds thereof shall be held by the Collateral Agent solely for the benefit of the Lenders until  all Credit Agreement Obligations shall have been indefeasibly paid in full in cash.                Section 29. Execution in Counterparts.  This Agreement may be executed in any number  of counterparts, each of which when so executed shall be deemed to be an original and all of which taken  together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature  page to this Agreement by telecopier or other means of electronic delivery shall be effective as delivery of  an original executed counterpart of this Agreement.                Section 30. Governing Law.  This Agreement shall be governed by, and construed in  accordance with, the laws of the State of New York.                Any legal action or proceeding arising under this Agreement or in any way connected  with or related or incidental to the dealings of the parties hereto or any of them with respect to this  Agreement, in each case whether now existing or hereafter arising, may be brought in the courts of the  State of New York sitting in New York City or of the United States for the Southern District of such state,  and by execution and delivery of this Agreement, the Borrower consents, for itself and in respect of its  property, to the non-exclusive jurisdiction of those courts.  The Borrower waives any objection, including  any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now  or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this  Agreement or any Financing Document.                Section 31. Waiver of Right to Trial by Jury.  Each party to this Agreement hereby  expressly waives any right to trial by jury of any claim, demand, action or cause of action arising under  this Agreement or in any way connected with or related or incidental to its dealings with respect to this  Agreement, or the transactions related thereto, in each case whether now existing or hereafter arising, and  whether founded in contract or tort or otherwise; and each party to this Agreement hereby agrees and  consents that any such claim, demand, action or cause of action shall be decided by court trial without a  jury, and that any party to this Agreement may file an original counterpart or a copy of this Section 31  with any court as written evidence of the consent of the signatories hereto to the waiver of its right to trial  by jury.                Section 32. Original Schedules and Exhibits.  Each of the Schedules and Exhibits  attached to the Security Agreement, dated as of February 6, 2009 between the parties hereto,  shall be deemed attached to, and form a part of, this Agreement without any amendment,  modification or supplement.                                  [Signature pages to follow.]      Security Agreement  07771-0276/LEGAL17986459.2   5/4/10  





 






                                                                  EXECUTION COPY                                     AMENDMENT NO. 1                                            TO              AMENDED AND RESTATED BORROWER SECURITY AGREEMENT                                                            This AMENDMENT NO. 1 TO AMENDED AND RESTATED BORROWER  SECURITY AGREEMENT (this “Amendment”), is made as of February 10, 2012, by and between  JPMORGAN CHASE BANK, N.A., in its capacity as successor Collateral Agent (as defined below) and  PUGET ENERGY, INC., as borrower (the “Borrower”).  Capitalized terms used but not otherwise  defined herein shall have the respective meanings given to them in the Amended and Restated Collateral  Agency Agreement (described below).           WHEREAS, on the date hereof, Barclays Bank PLC resigned as Collateral Agent under than  certain Amended and Restated Collateral Agency Agreement, dated as of February 6, 2009 and as  amended and restated as of March 31, 2010, among the Borrower, Puget Equico LLC, Barclays Bank  PLC, as collateral agent and Barclays Bank PLC, as facility agent;          WHEREAS, pursuant to Amendment No. 1 to Amended and Restated Collateral Agency  Agreement, dated as of the date hereof, JPMorgan Chase Bank, N.A. was appointed as successor  Collateral Agent (in such capacity, the “Collateral Agent”);          WHEREAS, the Collateral Agent and the Borrower wish to amend that certain Amended and  Restated Borrower Security Agreement, dated February 6, 2009 and as amended and restated as of March  31, 2010, between Collateral Agent, as successor collateral agent and the Borrower (as amended, restated,  supplemented or otherwise modified prior to the date hereof, the “Agreement”);         NOW THEREFORE, in consideration of the premises set forth above, the terms and conditions  contained herein, and other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the parties hereto have agreed to amend the Agreement as follows.         SECTION 1.    Amendments to Agreement.          (a)   The preamble of the Agreement is amended to replace the word “Company” appearing  therein with the word “Borrower”.          (b)   Recital (1) to the Agreement is amended and restated in its entirety to read as follows:                       (1)  The Borrower is party to that certain Credit Agreement, dated as of        February 10, 2012, among the financial institutions from time to time party thereto as        lenders and JPMorgan Chase Bank, N.A., as administrative agent (as amended, restated,        supplemented or otherwise modified from time to time, the “Credit Agreement”).          (c)   Recital (6) to the Agreement is amended to (i) delete the punctuation mark “,” appearing  immediately following the phrase “under the Credit Agreement” appearing therein and to replace such  punctuation mark with the word “and” and (ii) to delete the word “the” appearing immediately following  the phrase “Borrower shall have granted” appearing therein.          (d)   Recital (7) to the Agreement is amended to (i) insert the phrase “Puget Equico LLC,”  immediately following the phrase “among the Borrower,” appearing therein and (ii) to delete the last  sentence thereof in its entirety.          (e)   Recitals (2) and (5) to the Agreement are deleted in their entirety.    





 






          (f)   Recitals (3), (4), (6), (7) and (8) are renumbered as recitals (2), (3), (4), (5) and (6)  respectively.          (g)   Clause (d) of Section 1 of the Agreement is amended to (x) insert the word “and” at the  end of clause (iii) thereof, (y) delete clause (iv) appearing therein in its entirety and (z) renumber clause  (v) appearing therein as clause (iv).          (h)   Section 4 of the Agreement is amended to (i) delete the phrase “the Lock-Up Account  and” appearing in clause (a) thereof, (ii) delete the phrase “, and to convert Security Collateral consisting  of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial  assets credited to the Lock-Up Account” appearing in clause (c) thereof and (iii) to delete clause (e)  thereof in its entirety.          (i)   Clause (b) of Section 4 of the Agreement is amended to insert at the end thereof the  following proviso “provided, the deadline for delivery of a Securities Account Control Agreement in  respect of Account No. 13014261   maintained at Wells Fargo Securities, LLC shall be February 29, 2012  (or such later date as may be agreed to by the Collateral Agent in its sole discretion).          (j)   Clause (a) of Section 5 of the Agreement is amended to (i) insert the sub-heading “(x)”  immediately preceding the phrase “this Section 5(a) shall not” appearing therein and (ii) insert  immediately following the phrase “(ii) operated solely as a payroll account” the phrase “and (y) the  deadline for delivery of a Deposit Account Control Agreement in respect of Account No. 1139127  maintained at The Bank of New York Mellon shall be February 29, 2012 (or such later date as may be  agreed to by the Collateral Agent in its sole discretion).          (k)   Clause (a) of Section 7 of the Agreement is amended to delete the section reference  “Section 8.01(a), (f) or (k)” appearing therein and to replace such section reference with the section  reference “clauses (a), (h) or (i) of Article VII”.          (l)   Clause (b), including all subsections thereof, of Section 7 of the Agreement is deleted in  its entirety.          (m)   Clause (a) of Section 12 of the Agreement is amended to (i) delete the section reference  “Section 6.18” appearing therein and to replace such section reference with the section reference “Section  5.15” and (ii) delete in its entirety the parenthetical “(except in connection with the Merger)” appearing  therein.          (n)    Clause (b) of Section 12 of the Agreement is amended to delete the section reference  “Section 8.01(a), (f) or (k)” appearing therein and to replace such section reference with the section  reference “clauses (a), (h) or (i) of Article VII”.          (o)   Section 23 of the Agreement is amended to delete the section reference “Sections 10.04  and 10.05” appearing therein and to replace such section reference with the section reference “Section  9.03”.         (p)    Section 26 of the Agreement is amended to delete the section reference “Section 10.07”  appearing therein and to replace such section reference with the section reference “Section 9.04”.         (q)    Section 28 of the Agreement is amended to delete the last sentence thereof in its entirety.                                               2 





 






         (r)    The Agreement is amended to replace each reference to “Barclays Bank PLC” with  “JPMorgan Chase Bank, N.A.”.           SECTION 2.   Conditions of Effectiveness.  This Amendment shall become effective as of the  date hereof (the “Effective Date”) when, and only when (i) the Collateral Agent shall have received an  executed counterpart of this Amendment from the Collateral Agent and the Borrower and (ii) the New  Credit Agreement shall become effective in accordance with its terms and conditions.           SECTION 3.   Representations and Warranties. Each of the parties hereto represents and  warrants that this Amendment and the Agreement, as amended by this Amendment, constitute legal, valid  and binding obligations of such party enforceable against such party in accordance with their terms,  except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the  enforcement of creditors’ rights generally and general equitable principles.         SECTION 4.   Reference to and the Effect on the Agreement.         (a)   On and after the effective date of this Amendment, each reference in the Agreement to  “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Agreement and  each reference to the Agreement in any certificate delivered in connection therewith, shall mean and be a  reference to the Agreement as amended hereby.         (b)   Each of the parties hereto hereby agrees that, except as specifically amended above, the  Agreement is hereby ratified and confirmed and shall continue to be in full force and effect and  enforceable, except as such enforcement may be limited by applicable bankruptcy, insolvency,  reorganization or other similar laws relating to or limiting creditors’ rights generally and general equitable  principles.         SECTION 5.   Headings.  Section headings in this Amendment are included herein for  convenience only and shall not constitute a part of this Amendment for any other purpose.        SECTION 6.    Execution in Counterparts.  This Amendment may be executed in any number of  counterparts and by different parties hereto in separate counterparts, each of which when so executed and  delivered shall be deemed to be an original and all of which taken together shall constitute but one and the  same agreement.  Delivery of an executed counterpart to this Amendment by facsimile, electronic mail,  portable document format (PDF) or similar means shall be effective as delivery of a manually executed  counterpart of this Amendment.        SECTION 7.    Governing  Law.  This Amendment shall be governed by, and construed and  interpreted in accordance with, the law of the State of New York.                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                              3 





 






      lN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be duly  executed by their respective authorized signatories as of the day and year first above written.                                     By: __;::~---=-::::....:......::....:._.,c..._...LJ[.1t..--~a..t-.                                      Name: Donald E.                                      Title: Vice Presid                           Signature Page lo A111end111e11t No. l to                     Amended and Restated Borrower Security Agreement 





 






                    JPMORGAN    CHASE BANK, N.A ..                      as successor Collateral Agent                      B~:e~.                         Name:  Helen D. Davis                         Title: Vic;e President          Signature Page to Amendment No. I lo  Amended and Resfaled Borrower Security Agreement 





 






                        EXHIBIT M  TERMS OF SUBORDINATION                        [ATTACHED]                                                





 






                                  EXHIBIT M                            TERMS OF SUBORDINATION          These terms refer to the Amended and Restated Credit Agreement, dated as of October   25,  2017  (as  amended,  restated,  supplemented  or  otherwise  modified  from  time  to  time,  the   “Credit  Agreement”),  among  Puget  Energy,  Inc.,  a  Washington  corporation  (the  “Borrower”),   the Lenders party thereto from time to time and JPMorgan Chase Bank, N.A., in its capacity as   administrative agent for the Lenders (in such capacity, the “Administrative Agent”).  Capitalized   terms  shall,  unless  otherwise  defined  in  these  terms,  have  the meaning  given  in  the  Credit   Agreement or, if not defined therein, the meaning given in the Collateral Agency Agreement.          All Management Fees payable by the Borrower and its Subsidiaries shall include or be   subject to the following terms:          1.    General.  To the extent and in the manner set forth herein, the payment of any   Management  Fee  is  expressly  made  subordinate  and  subject  in  right  of  payment  to  the  prior   payment  in  full  of  all  the  Obligations.   Except  to  the  extent  permitted  pursuant  to  the  last   sentence of this paragraph, any Person entitled to payment of Management Fees (each a “Payee”)   agrees that it will not ask, demand, sue for, take or receive from the Borrower, by set-off or in   any  other  manner,  or  retain  payment (in whole or in part) of the  Management  Fees,  or  any  security therefor, unless and until all of the Obligations have been paid in full in cash and the  Commitments terminated (other than contingent obligations not then due).  Each Payee directs  the Borrower to make, and the Borrower agrees to make, such prior payment of the Obligations.   Notwithstanding the foregoing, payment by the Borrower of or in  respect  of  the Management  Fees may be made, and the Payees may ask, demand, sue for, take or receive from the Borrower,  by set-off or in any other manner, or retain payment of (in whole or in part) the Management  Fees.         2.     Payment Upon Dissolution, Etc.  In the event of:          (a)   any insolvency or bankruptcy case or proceeding, or any receivership, liquidation,   reorganization  or  other  similar case  or  proceeding  in  connection  therewith,  relative  to  the   Borrower or any of its Subsidiaries or to any of their creditors as such, or to any of their assets;  or         (b)    any liquidation, dissolution or other winding up of the Parent or the Borrower or  any  of  its  Subsidiaries, whether partial  or  complete  and  whether  voluntary  or  involuntary  and  whether or not involving insolvency or bankruptcy; or         (c)   any assignment for the benefit of creditors or any other marshalling of all or any  substantial  part  of  the  assets  and  liabilities  of  the  Parent  or  the  Borrower  or  any  of  its  Subsidiaries;   then and in any such event the Secured Parties shall be entitled to receive payment in full of all  amounts due or to become due on or in respect of all the Obligations before the Payees shall be  entitled  to  receive  any  payment  on  account  of  the  Management  Fees,  and  to  that  end,  any  payment or distribution of any kind or character, whether in cash, property or securities which  may  be  payable  or  deliverable  in  respect  of  the  Management  Fees,  proceeding,  dissolution,  liquidation or other winding up or event shall instead be paid or delivered directly to the Secured     ACTIVE 226113196v.1 





 






 Parties for application to the Obligations, whether or not due, until the Obligations shall have   first been fully paid and satisfied in cash (other than contingent obligations not then due).         3.     No  Payment  When  Credit  Agreement  in  Default.   Except  as  may be  permitted   pursuant  to  the  Credit  Agreement,  if  any  Default  or  Event  of  Default  has  occurred  and  is   continuing, then no payment shall be made by the Borrower on or in respect of the Management   Fees.          4.    Proceedings Against Borrower; No Collateral.  The Payees shall not, without the   prior written consent of the Unanimous Voting Parties (as long as any Obligation is outstanding):          (a)   commence any judicial action or proceeding to collect payment of principal of or   interest on the Management Fees; or          (b)   commence any judicial action or proceeding against the Borrower in bankruptcy,   insolvency or receivership law; or          (c)   take any collateral security for the Management Fees.          5.    Further  Assurances.   Each  Payee  agrees  to  execute  and  deliver  to  the  Secured   Parties all such further instruments, proofs of claim, assignments of claim and other instruments,   and take all such other action, as may be reasonably requested by the Secured Parties to enforce   the Secured Parties rights hereunder.          6.    Notice; Disclosure.  The Payees agree, for the benefit of each Secured Party, that   they will give the Collateral Agent on behalf of each Secured Party prompt notice of any default   by the Borrower of which the Payees are aware in respect of the Management Fees.          7.    No Waiver; Modification to Credit Agreement.  (a) No failure on the part of the   Secured Parties, and no delay in exercising, any right, remedy or power hereunder shall operate   as a waiver thereof by the Secured Parties, nor shall any single or partial exercise by the Secured   Parties of any right, remedy or power hereunder shall preclude any other or future exercise of   any other right remedy or power.  Each and every right, remedy and power hereby granted to the   Secured Parties or allowed to the Secured Parties by law or other agreement shall be cumulative   and not exclusive of any other, and may be exercised by the Secured Parties from time to time.    All rights and interests of the Secured Parties hereunder and all agreements and obligations of  the Payees and the Borrower hereunder shall remain in full force and effect irrespective of:               (i)    any lack of validity or enforceability of the Financing Documents; or               (ii)   any other circumstance that might otherwise constitute a defense available  to, or discharge of, the Borrower.         (b)    Without  in  any  way  limiting  the  generality  of  the  foregoing  paragraph  (a),  the  Secured Parties may, at any time and from time to time, without the consent of or notice to the  Payees,  without  incurring  responsibility  to  the  Payees,  and  without  impairing  or  releasing  the  subordination provided herein or the obligations hereunder of the Payees, do anyone or more of  the following:     2 





 






            (i)   change  the  manner,  place  or  terms  of  payment  of  or  extend  the  time  of  payment of, or renew or alter, the Obligations under the Credit Agreement, or otherwise amend  or supplement in any manner the Credit Agreement or any instruments evidencing the same or  any agreement under which the Obligations are outstanding;               (ii)  sell,  exchange,  release  or  otherwise  deal  with  any  property  pledged,  mortgaged or otherwise securing the Obligations;                (iii)  release any person liable in any manner for the Obligations; and               (iv)  exercise or refrain from exercising any rights against the Borrower or any  other person.         8.   Benefit of Subordination Provisions.  These subordination provisions are intended  to benefit the Secured Parties.         9.    Provisions Solely to Define Relative Rights.  These subordination provisions are  intended solely for the purpose of defining the relative rights of the Payees and their successors  and assigns, on the one hand, and the Secured Parties and their successors and assigns, on the  other hand.         10.   Transfers  of  Subordinated  Debt.   The  Payees  shall  not  sell,  assign,  pledge,  encumber or transfer the interests in the Management Fees unless such sale, assignment, pledge,  encumbrance or transfer is to a party that agrees to be bound by the terms hereof.  The interests  in the Management Fees shall remain expressly subject to the terms hereof, notwithstanding any  sale, assignment, pledge, encumbrance or transfer.         11.   Further Assurances.  The Payees, at their cost (to be reimbursed by the Borrower  on the same terms as payment of the Management Fees, other than nominal costs), shall take all  further action as the Secured Parties may reasonably request in order more fully to carry out the  intent and purpose of these subordination provisions.         12.   Governing  Law.   THESE  SUBORDINATION  PROVISIONS  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE OF NEW YORK.         13.   Amendment.  These subordination provisions may not be amended, modified or  supplemented without the prior written consent of each of the Secured Parties.         14.   Successors  and  Assigns.   These  subordination  provisions  shall  be  binding  and  inure  to  the  benefit  of  the  Payees,  the  Secured  Parties  and  their  respective  successors  and  permitted assigns.     3 





 






                                       EXHIBIT N                                                                    [FORM OF] PREPAYAMENT NOTICE                                                                       [COMPANY NAME/HEADER]                                                                              [Date]    To:    Mizuho Bank, Ltd., as Administrative Agent         1800 Plaza Ten, Harborside Financial Center         Jersey City, NJ 07311          Attention of Joyce Raynor         Telephone No. (201) 626-9330)         Email: lau_agent@mizuhogroup.com               Re:  Puget Energy, Inc.                  This Notice of Prepayment is delivered to you pursuant to Section 2.11 of that certain   Term Loan Agreement, dated as of September 26, 2019 (as amended, amended and restated,  supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among Puget   Energy, Inc., as borrower (the “Borrower”), the lender parties party thereto and Mizuho Bank, Ltd. as   administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or   the context otherwise requires, capitalized terms used herein have the meanings provided in the Term   Loan Agreement.                The Borrower hereby notifies the Administrative Agent that on [Date], which is a  Business Day (the “Prepayment Date”), the Borrower shall prepay $[___________] of the principal   amount of the Loans outstanding under the Term Loan Agreement, together with interest accrued thereon   through the Prepayment Date.             





 






                 PUGET ENERGY, INC.                  By: _______________________  Name:   Title: