exhibit101.htm


    Exhibit 10.1

      
        


        
          
            

          



      

      $375,000,000

      


      CREDIT
AGREEMENT

      


      


      Dated as
of August 29, 2008

      


      


      among

      


      


      PUGET
SOUND ENERGY, INC.,

      


      VARIOUS
FINANCIAL INSTITUTIONS,

      


      and

      


      THE BANK
OF NOVA SCOTIA,

      as
Administrative Agent,

      


      WELLS
FARGO BANK, N.A.,

      as
Documentation Agent,

      


      and

      


      JPMORGAN
CHASE BANK

      and

      BARCLAYS
BANK PLC,

      as
Co-Agents

      


      
        
          
            

          

        

      

      


      


      THE BANK
OF NOVA SCOTIA,

      as
Co-Lead Arranger and Joint Book Runner

      


      and

      


      WELLS
FARGO BANK, N.A.,

      as
Co-Lead Arranger and Joint Book Runner

      


       

      
        
           


        

        
           


          
          

        

        
           


        

      


      Table
of Contents

       

       

      CREDIT
AGREEMENT

       

      ARTICLE 1
DEFINITIONS

      
        	
                 

              	
                1.1

              	
                Defined
Terms

              


      

      
        	
                 

              	
                1.2

              	
                Terms
  Generally

              


      

      
        	
                 

              	
                1.3

              	
                Accounting
  Terms

              


      

       

      ARTICLE 2 THE
CREDITS

      
        	
                 

              	
                2.1

              	
                Facility

              
	 	2.2	Loans


      

      
      

      
        	
                 

              	
                2.3

              	
                Method of
  Borrowing

              


      

      
        	
                 

              	
                2.4

              	
                Fees; Reductions in Aggregate
      Commitment

              


      

      
        	
                 

              	
                2.5

              	
                Minimum Amount of Each Loan; Limitation
      on Eurodollar Loans

              


      

      
        	
                 

              	
                2.6

              	
                Optional Principal
    Payments

              


      

      
        	
                 

              	
                2.7

              	
                Changes in Interest Rate,
      etc

              


      

      
        	
                 

              	
                2.8

              	
                Rates Applicable After
      Default

              


      

      
        	
                 

              	
                2.9

              	
                Method of
  Payment

              


      

      
        	
                 

              	
                2.10

              	
                Noteless Agreement; Evidence of
      Indebtedness

              


      

      
        	
                 

              	
                2.11

              	
                Telephonic
  Notices

              


      

      
        	
                 

              	
                2.12

              	
                Interest Payment Dates; Interest and
      Fee Basis

              


      

      
        	
                 

              	
                2.13

              	
                Notification of Loans, Interest Rates,
      Prepayments and Commitment
Reductions

              


      

      
        	
                 

              	
                2.14

              	
                Lending
  Installations

              


      

      
        	
                 

              	
                2.15

              	
                Non-Receipt of Funds by Administrative
      Agent

              


      

       

      ARTICLE 3 YIELD
PROTECTION; TAXES

      
        	
                 

              	
                3.1

              	
                Yield
  Protection

              


      

      
        	
                 

              	
                3.2

              	
                Changes in Capital Adequacy
      Regulations

              


      

      
        	
                 

              	
                3.3

              	
                Availability of Types of
      Loans

              


      

      
        	
                 

              	
                3.4

              	
                Funding
  Indemnification

              


      

      
        	
                 

              	
                3.5

              	
                Taxes.

              


      

      
        	
                 

              	
                3.6

              	
                Statements; Survival of
      Indemnity

              


      

      
        	
                 

              	
                3.7

              	
                Replacement of Affected
      Lender

              


      

       

      ARTICLE 4 CONDITIONS
PRECEDENT

      
        	
                 

              	
                4.1

              	
                Effectiveness

              


      

      
        	
                  

              	
                4.2

              	
                Each Credit
  Extension

              


      

       

      ARTICLE 5
REPRESENTATIONS AND WARRANTIES

      
        	
                  

              	
                5.1

              	
                Corporate Existence,
      etc 

              


      

      
        	
                  

              	
                5.2

              	
                Litigation and Contingent
      Obligations 

              


      

      
        	
                  

              	
                5.3

              	
                No
  Breach 

              


      

      
        	
                  

              	
                5.4

              	
                Corporate
  Action 

              


      

      
        	
                  

              	
                5.5

              	
                Approvals 

              


      

      
        	
                  

              	
                5.6

              	
                Use of
  Proceeds 

              


      

      
        	
                  

              	
                5.7

              	
                ERISA 

              


      

      
        	
                  

              	
                5.8

              	
                Taxes 

              


      

      
        	
                  

              	
                5.9

              	
                Material Adverse
      Change 

              


      

      
        	
                  

              	
                5.10

              	
                Financial
    Statements 

              


      

      
        	
                  

              	
                5.11

              	
                Environmental
    Matters 

              


      

      
        	
                  

              	
                5.12

              	
                Investment Company
      Act 

              


      

      
        	
                  

              	
                5.13

              	
                Subsidiaries 

              


      

      
        	
                  

              	
                5.14

              	
                Accuracy of
      Information 

              


      

      
        	
                  

              	
                5.15

              	
                Compliance with Laws,
      Etc 

              


      

      
        	
                  

              	
                5.16

              	
                Insurance 

              


      

      
        	
                  

              	
                5.17

              	
                Properties 

              


      

      
        	
                  

              	
                5.18

              	
                Anti-Terrorism
    Laws 

              


      

      
        	
                  

              	
                5.19

              	
                Compliance with OFAC Rules and
      Regulations 

              


      

      
        	
                  

              	
                5.20

              	
                Compliance with
    FCPA 

              


      

       

      ARTICLE 6
COVENANTS

      
        	
                  

              	
                6.1

              	
                Preservation of Existence and
      Business 

              


      

      
        	
                  

              	
                6.2

              	
                Preservation of
      Property 

              


      

      
        	
                  

              	
                6.3

              	
                Payment of
      Obligations 

              


      

      
        	
                  

              	
                6.4

              	
                Compliance with Applicable Laws and
      Contracts 

              


      

      
        	
                  

              	
                6.5

              	
                Preservation of Loan Document
      Enforceability 

              


      

      
        	
                  

              	
                6.6

              	
                Insurance 

              


      

      
        	
                  

              	
                6.7

              	
                Use of
  Proceeds 

              


      

      
        	
                  

              	
                6.8

              	
                Visits, Inspections and
      Discussions 

              


      

      
        	
                  

              	
                6.9

              	
                Information to Be
      Furnished 

              


      

      
        	
                  

              	
                6.10

              	
                Liens 

              


      

      
        	
                  

              	
                6.11

              	
                Debt to Capitalization
      Ratio 

              


      

      
        	
                  

              	
                6.12

              	
                Merger and
      Consolidation 

              


      

      
        	
                  

              	
                6.13

              	
                Disposition of
    Assets 

              


      

      
        	
                  

              	
                6.14

              	
                Transactions with
      Affiliates 

              


      

      
        	
                  

              	
                6.15

              	
                Investments 

              


      

       

      ARTICLE 7
DEFAULTS

       

      ARTICLE 8 ACCELERATION, WAIVERS,
AMENDMENTS AND REMEDIES

      
        	
                  

              	
                8.1

              	
                Acceleration

              


      

      
        	
                  

              	
                8.2

              	
                Amendments 

              


      

      
        	
                  

              	
                8.3

              	
                Preservation of
      Rights 

              


      

       

      ARTICLE 9 GENERAL
PROVISIONS

      
        	
                  

              	
                9.1

              	
                Survival of
      Representations 

              


      

      
        	
                  

              	
                9.2

              	
                Governmental
      Regulation 

              


      

      
        	
                  

              	
                9.3

              	
                Headings 

              


      

      
        	
                  

              	
                9.4

              	
                Entire
  Agreement 

              


      

      
        	
                  

              	
                9.5

              	
                Several Obligations; Benefits of this
      Agreement 

              


      

      
        	
                  

              	
                9.6

              	
                Expenses;
      Indemnification 

              


      

      
        	
                  

              	
                9.7

              	
                Numbers of
    Documents 

              


      

      
        	
                  

              	
                9.8

              	
                Severability of
      Provisions 

              


      

      
        	
                  

              	
                9.9

              	
                Nonliability of
      Lenders 

              


      

      
        	
                  

              	
                9.10

              	
                Confidentiality 

              


      

      
        	
                  

              	
                9.11

              	
                Non-Reliance 

              


      

      
        	
                  

              	
                9.12

              	
                Disclosure 

              


      

      
        	
                  

              	
                9.13

              	
                Counterparts 

              


      

       

      ARTICLE 10 THE
ADMINISTRATIVE AGENT

      
        	
                  

              	
                10.1

              	
                Appointment; Nature of
      Relationship 

              


      

      
        	
                  

              	
                10.2

              	
                Powers 

              


      

      
        	
                  

              	
                10.3

              	
                General
  Immunity 

              


      

      
        	
                  

              	
                10.4

              	
                No Responsibility for Loans, Recitals,
      etc

              


      

      
        	
                  

              	
                10.5

              	
                Action on Instructions of
      Lenders 

              


      

      
        	
                  

              	
                10.6

              	
                Employment of Agents and
      Counsel 

              


      

      
        	
                  

              	
                10.7

              	
                Reliance on Documents;
      Counsel 

              


      

      
        	
                  

              	
                10.8

              	
                Administrative Agent’s Reimbursement
      and Indemnification 

              


      

      
        	
                  

              	
                10.9

              	
                Notice of
  Default 

              
	 	10.10	Rights as
      Lender
	 	10.11	
                Lender Credit
  Decision

              
	 	10.12	Successor
      Administrative Agent
	 	10.13	Administrative Agent’s Fee
	 	10.14	Delegation
      to Affiliates
	 	10.15	Other
      Agents


      

      
      

      
      

      
      

      
      

      
      

      
      

       

      ARTICLE 11 SETOFF;
PAYMENTS

      
        	
                  

              	
                11.1

              	
                Setoff

              


      

      
        	
                  

              	
                11.2

              	
                Ratable
  Payments

              


      

       

      ARTICLE 12 BENEFIT OF AGREEMENT; ASSIGNMENTS;
PARTICIPATIONS

      
        	
                  

              	
                12.1

              	
                Successors and
  Assigns

              


      

      
        	
                  

              	
                12.2

              	
                Participations

              


      

      
        	
                  

              	
                12.3

              	
                Assignments

              


      

      
        	
                  

              	
                12.4

              	
                Tax
Treatment

              


      

       

      ARTICLE 13 NOTICES

      
        	
                  

              	
                13.1

              	
                Notices 

              
	 	13.2	Change of
      Address 


      

      
      

       

      ARTICLE 14 CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF
JURY TRIAL

      
        	
                  

              	
                14.1

              	
                CHOICE OF
  LAW 

              


      

      
        	
                  

              	
                14.2

              	
                CONSENT TO
      JURISDICTION 

              


      

      
        	
                  

              	
                14.3

              	
                WAIVER OF JURY
    TRIAL 

              


      


      Schedule
1:                Commitments

      Schedule
5.10:           Financial
Statements

      Schedule
5.13:           Subsidiaries

      Schedule
6.10:           Existing
Liens

      Schedule
6.15:           Existing
Investments

      


      Exhibit
A:                   Term
Loan Note

      Exhibit
B:                    Borrowing
Notice

      Exhibit
C:                   
Conversion/Continuation Notice

      Exhibit
D:                   Compliance
Certificate

      Exhibit
E:                    Assignment
and Assumption

      Exhibit
F:                    Account
Designation Letter

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CREDIT
AGREEMENT

      


      


      This
Credit Agreement dated as of August 29, 2008 is by and among Puget Sound Energy,
Inc., a Washington corporation, the Lenders, and The Bank of Nova Scotia, as
Administrative Agent.  The parties hereto agree as
follows:

      


      RECITALS

      


      A.           The
Borrower has requested that the Lenders provide a $375,000,000 term loan
facility for the purposes hereinafter set forth.

      


      B.           
The Lenders have agreed to make the requested facility available to the Borrower
on the terms and subject to the conditions set forth in this
Agreement.

      


      


      ARTICLE
1

      DEFINITIONS

      


      1.1           Defined
Terms:  As
used in this Agreement:

      


      “Account
Designation Letter” means the Notice of Account Designation Letter dated
the Closing Date from the Borrower to the Administrative Agent in substantially
the form attached hereto as Exhibit F.

      


      “Acquisition”
means any transaction, or series of related transactions, consummated on or
after the date hereof by which the Borrower and/or any of its Subsidiaries
directly or indirectly (i) acquires any ongoing business or all or substantially
all of the assets of any Person (or a division thereof) engaged in any ongoing
business, whether through a purchase of assets, a merger or otherwise, (ii)
acquires control of securities of a Person engaged in an ongoing business
representing more than 50% of the ordinary voting power for the election of
directors or other governing position if the business affairs of such Person are
managed by a board of directors or other governing body or (iii) acquires
control of more than 50% of the ownership interest in any partnership, joint
venture, limited liability company, business trust or other Person engaged in an
ongoing business that is not managed by a board of directors or other governing
body.

      


      “Administrative
Agent” means Scotia Capital in its capacity as contractual representative
of the Lenders pursuant to Article 10, and not in its individual capacity
as a Lender, and any successor Administrative Agent appointed pursuant to
Article 10.

      


      “Affiliate”
of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person.  A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

      


      “Aggregate
Commitment” means the aggregate of the Commitments of all the Lenders, as
reduced from time to time pursuant to the terms hereof.

      


      “Aggregate
Outstanding Credit Exposure” means, at any time, the aggregate of the
Outstanding Credit Exposures of all the Lenders.

      


      “Agreement”
means this Credit Agreement.

      


      “Agreement
Accounting Principles” means generally accepted accounting principles in
the United States as in effect from time to time.

      


      “Alternate Base
Rate” means, for any day, a rate of interest per annum equal to the higher
of (i) the Reference Rate for such day and (ii) the sum of the Federal
Funds Effective Rate for such day plus 0.5% per annum.

      


      “Applicable
Alternate Base Rate Margin” means, with respect to Floating Rate
Loans, (a) for the period from the Closing Date through and including
November 29, 2008, 0.0% per annum, (b) for the period from November 30,
2008 through and including February 28, 2009, 0.25% per annum and (c) at all
times thereafter, 0.50% per annum.

      


      “Applicable
Eurodollar
Margin” means, with respect to Eurodollar Loans, (a) for the period
from the Closing Date through and including November 29, 2008, 1.00% per annum,
(b) for the period from November 30, 2008 through and including February
28, 2009, 1.25% per annum and (c) at all times thereafter, 1.50% per
annum.

      


      “Arrangers”
means, collectively, The Bank of Nova Scotia and Wells Fargo Bank, N.A., in
their capacity as Co-Lead Arrangers and Joint Book Runners.

      


      “Article”
means an article of this Agreement unless another document is specifically
referenced.

      


      “Authorized
Officer” means any of the President, the Chief Executive Officer, the
Chief Financial Officer, any Vice President, the Treasurer or any Assistant
Treasurer of the Borrower, acting singly.

      


      “Bankruptcy
Code” means the Bankruptcy Code in Title 11 of the United States
Code, as amended, modified, succeeded or replaced from time to
time.

       

      “Benefit
Plan” means an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of
the Code as to which the Borrower or any member of the Controlled Group may have
any liability.

      


      “Borrower”
means Puget Sound Energy, Inc., a Washington corporation.

      


      “Borrowing
Date” means a date on which a Loan is made hereunder.

      


      “Borrowing
Notice” is defined in Section 2.2.3.

      


      “Business
Day” means (i) with respect to any borrowing or payment of, or rate
selection for, Eurodollar Loans, a day (other than a Saturday or Sunday) on
which banks generally are open in New York for the conduct of substantially all
of their commercial lending activities, interbank wire transfers can be made on
the Fedwire system and dealings in U.S. dollars are carried on in the London
interbank market and (ii) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in New York for the
conduct of substantially all of their commercial lending activities and
interbank wire transfers can be made on the Fedwire system.

      


      “Capitalized
Lease” of a Person means any lease of Property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in
accordance with Agreement Accounting Principles.

      


      “Capitalized Lease
Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with Agreement Accounting
Principles.

      


      “Change” is
defined in Section 3.2.

      


      “Change in
Control” means the acquisition, directly or indirectly, by any Person, or
two or more Persons acting in concert, of beneficial ownership (within the
meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934) of
20% or more (by number of votes) of the outstanding shares of voting stock of
the Borrower.

      


      “Closing
Date” means the date on which this Agreement becomes effective pursuant
to Section 4.1.

      


      “Code”
means the Internal Revenue Code of 1986.

      


      “Commitment”
means, for each Lender, the obligation of such Lender to make Loans to the
Borrower in an aggregate amount not exceeding the amount set forth opposite such
Lender’s name on Schedule 1 or as set forth in any Lender Assignment relating to
any assignment that has become effective pursuant to Section 12.3.3, as
such amount may be modified from time to time pursuant to the terms
hereof.

      


      “Commitment
Fee” is defined in Section 2.4.1.

      


      “Consolidated
Indebtedness” means at any time all Indebtedness of the Borrower and its
Subsidiaries calculated on a consolidated basis as of such time.

      


      “Contingent
Obligation” of a Person means any agreement, undertaking or arrangement
by which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including any comfort letter, operating agreement, application for
a Letter of Credit or the obligations of any such Person as general partner of a
partnership with respect to the liabilities of the partnership.

      


      “Controlled
Group” means all members of a controlled group of corporations or other
business entities and all trades or businesses (whether or not incorporated)
under common control which, together with the Borrower or any of its
Subsidiaries, are treated as a single employer under Section 414 of the
Code.

      


      “Conversion/Continuation
Notice” is defined in Section 2.2.4.

      


      “Credit
Extension” means the making of a Loan hereunder.

      


      “Credit Extension
Date” means the Borrowing Date for a Loan.

      


      “Default”
means an event described in Article 7.

      


      “Environmental
Laws” means any and all federal, state, local and foreign laws, judicial
decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,
injunctions, permits, concessions, grants, franchises, licenses, agreements and
other governmental restrictions relating to (i) the protection of the
environment, (ii) the effect of the environment on human health,
(iii) emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into or onto surface water, ground water or land,
or (iv) the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

      


      “ERISA”
means the Employee Retirement Income Security Act of 1974 and any rule or
regulation issued thereunder.

      


      “ERISA
Affiliate” means, with respect to any Person, any other Person, including
a Subsidiary or other Affiliate of such first Person, that is a member of any
group of organizations within the meaning of Section 414(b), (c), (m) or
(o) of the Code of which such first Person is a member.

      


      “Eurodollar Base
Rate” shall mean, for any Eurodollar Loan for any Interest Period
therefor, the rate per annum appearing on Reuters Screen LIBOR01 Page (or any
successor page) as the London interbank offered rate for deposits in Dollars at
approximately 11:00 A.M. (London time) two (2) Business Days prior to the first
day of such Interest Period for a term comparable to such Interest
Period.  If for any reason such rate is not available, then
“Eurodollar Base Rate” shall mean the rate per annum at which, as determined by
the Administrative Agent in accordance with its customary practices, Dollars in
an amount comparable to the Loans then requested are being offered to leading
banks at approximately 11:00 A.M. London time, two (2) Business Days prior
to the commencement of the applicable Interest Period for settlement in
immediately available funds by leading banks in the London interbank market for
a period equal to the Interest Period selected.

      


      “Eurodollar
Loan” means a Loan which, except as otherwise provided in
Section 2.8, bears interest by reference to the Eurodollar
Rate.

      


      “Eurodollar
Rate” means, with respect to a Eurodollar Loan for the relevant Interest
Period, the quotient of (i) the Eurodollar Base Rate applicable to such
Interest Period, divided by (i) one minus the Reserve Requirement
(expressed as a decimal) applicable to such Interest Period.

      


      “Excluded
Taxes” means, in the case of each Lender or applicable Lending
Installation and the Administrative Agent, taxes imposed on its overall pre-tax
net or gross income, and franchise taxes imposed on it by (i) the
jurisdiction under the laws of which such Lender or the Administrative Agent is
incorporated or organized or (ii) the jurisdiction in which the
Administrative Agent’s or such Lender’s principal executive office or such
Lender’s applicable Lending Installation is located; provided that any
withholding taxes imposed by the United States of America on amounts payable by
the Borrower under this Agreement or any other Loan Document shall not in any
case be considered “Excluded Taxes.”

      


      “Exhibit”
refers to an exhibit to this Agreement, unless another document is specifically
referenced.

      


      “Facility
Termination Date” means the earlier of (a) May 29, 2009, (b) the
consummation of the Macquarie Acquisition and (c) any earlier date on which the
Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the
terms hereof.

      


      “Federal Funds
Effective Rate” means, for any day, an interest rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:00 a.m. (New York time) on such
day on such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by the Administrative Agent in its
sole discretion.

      


      “Fee
Letter” means the letter agreement dated August 6, 2008 between the
Borrower and the Administrative Agent concerning up-front fees payable to the
Lenders.

      


      “Floating Rate
Loan” means a Loan which, except as otherwise provided in
Section 2.8, bears interest by reference to the Alternate Base
Rate.

      


      “FRB” means
the Board of Governors of the Federal Reserve System.

      


      “Governmental
Approval” means any authorization, consent, approval, license or
exception of, registration or filing with, or report or notice to, any
governmental unit.

      


      “Hybrid
Securities” means (a) the outstanding principal amount of 8.231%
subordinated debentures due June 1, 2027 issued by the Borrower on June 6, 1997
and purchased with the proceeds of trust preferred securities, (b) the
outstanding principal amount of other subordinated debentures issued by the
Borrower and purchased with the proceeds of trust preferred securities that are
similar in structure to this described in clause (a), and (c) any trust
preferred securities, or deferrable interest subordinated debt with a maturity
of at least 20 years at the time issued by the Borrower, or any business trusts,
limited liability companies, limited partnerships (or similar entities) (i) all
of the common equity, general partner or similar interests of which are owned
(either directly or indirectly through one or more wholly owned Subsidiaries) at
all times by the Borrower or any of its Subsidiaries, (ii) that have been formed
for the purpose of issuing hybrid securities and (iii) substantially all the
assets of which consist of (A) subordinated debt of the Borrower or a Subsidiary
of the Borrower, as the case may be, and (B) payments made form time to time on
subordinated debt.

       

      “Indebtedness”
of a Person means such Person’s (i) obligations for borrowed money,
(ii) obligations representing the deferred purchase price of Property or
services (other than accounts payable arising in the ordinary course of such
Person’s business payable on terms customary in the trade),
(iii) obligations, whether or not assumed, secured by Liens or payable out
of the proceeds or production from Property now or hereafter owned or acquired
by such Person, (iv) obligations which are evidenced by notes, bankers’
acceptances, or other instruments, (v) obligations to purchase accounts,
securities or other Property arising out of or in connection with the sale of
the same or substantially similar accounts, securities or Property,
(vi) Capitalized Lease Obligations, (vii) other obligations for
borrowed money or other financial accommodation which in accordance with
Agreement Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person, (viii) net liabilities under
interest-rate swap, exchange, cap and other such agreements, (ix) Synthetic
Lease Obligations (excluding any such obligations existing on the date hereof
pursuant to the Borrower’s lease of two combustion turbines for its
Fredonia 3 and 4 electric generating facility), (x) obligations
in connection with other transactions (excluding any lease that is
treated  as an operating lease under Agreement Accounting Principles)
which are the functional equivalent, or take the place, of borrowing but which
do not constitute a liability on the consolidated balance sheet of such Person
and (xi) Contingent Obligations; provided that, except for
purposes of Section 7.5, the following shall not constitute
“Indebtedness”:  (a) obligations with respect to Hybrid
Securities; (b) obligations arising under Qualified Receivables
Transactions; (c) obligations with respect to preferred stock of the
Borrower outstanding on the date hereof; and (d) obligations with respect
to preferred stock of the Borrower issued after the date hereof that is
Subordinated.

      


      “Interest
Period” means, with respect to a Eurodollar Loan, a period of one, two,
three or six months commencing on a Business Day selected by the Borrower
pursuant to this Agreement.  Each Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter; provided
that, if there is no such numerically corresponding day in such next, second,
third or sixth succeeding month, such Interest Period shall end on the last
Business Day of such next, second, third or sixth succeeding
month.  If an Interest Period would otherwise end on a day which is
not a Business Day, such Interest Period shall end on the next succeeding
Business Day;
provided,
further that, if said next succeeding Business Day falls in a new
calendar month, such Interest Period shall end on the immediately preceding
Business Day.

      


      “Investment”
means (i) any loan, advance (other than any commission, travel or similar
advance to an officer or employee made in the ordinary course of business),
extension of credit (other than accounts receivable arising in the ordinary
course of business on terms customary in the trade) or contribution of capital;
(ii) any stock, bond, mutual fund, partnership interest, note, debenture or
other such interest; (iii) any deposit account or certificate of deposit; and
(iv) any structured note, derivative financial instrument or other such
instrument or contract.

      


      “Lender
Assignment” is defined in Section 12.3.1.

      


      “Lenders”
means the lending institutions listed on the signature pages of this
Agreement.

      


      “Lending
Installation” means, with respect to a Lender or the Administrative
Agent, the office, branch or Affiliate of such Lender or the Administrative
Agent listed on the signature pages hereof or on a Schedule or otherwise
selected by such Lender or the Administrative Agent pursuant to
Section 2.14.

      


      “Letter of
Credit” of a Person means a letter of credit or similar instrument which
is issued upon the application of such Person or upon which such Person is an
account party or for which such Person is in any way liable.

      


      “Lien”
means any lien (statutory or other), mortgage, security interest, pledge,
hypothecation, assignment for security, deposit arrangement, encumbrance,
preference, priority or other preferential arrangement of any kind or nature
whatsoever (including the interest of a vendor or lessor under any conditional
sale, Capitalized Lease or other title-retention agreement).

      


      “Loan”
means, with respect to a Lender, any term loan made by such Lender pursuant to
Section 2.2 (or in the case of a loan made pursuant to Section 2.2.4, any
conversion or continuation thereof).

      


      “Loan
Documents” means this Agreement, each Note issued pursuant to
Section 2.10 and the Fee Letter.

      


      “Macquarie
Acquisition” means the merger of Puget Merger Sub Inc. into Puget Energy,
Inc. pursuant to the terms of that certain Agreement and Plan of Merger dated as
of October 25, 2007, amount Puget Energy, Inc., Puget Intermediate Holdings,
Inc., Puget Holdings LLC, Puget Merger Sub Inc. and the other parties
thereto.

      


      “Material Adverse
Effect” means a material adverse effect on (i) the business,
Property, condition (financial or otherwise), operations or prospects of the
Borrower and its Subsidiaries taken as a whole, (ii) the ability of the
Borrower to perform its obligations under the Loan Documents or (iii) the
validity or enforceability of any of the Loan Documents with respect to and
against the Borrower.

      


      “Material
Indebtedness” is defined in Section 7.5.

      


      “Mortgages”
means, collectively, (i) the First and Refunding Mortgage dated as of
June 2, 1924 issued by the Borrower (as successor to Puget Sound Power
& Light Company) in favor of U.S. Bank National Association (as
successor to State Street Bank and Trust Company, as successor to Old Colony
Trust Company), as trustee, and (ii) the Indenture of First Mortgage dated
as of April 1, 1957 issued by the Borrower (as successor to Puget Sound
Power & Light Company) in favor of BNY Midwest Trust Company (as successor
to Harris Trust and Savings Bank), as trustee.

      


      “Multiemployer
Benefit Plan” means a Benefit Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

      


      “Net Worth”
means the Borrower’s consolidated shareholders’ equity.

      


      “Non-U.S.
Lender” is defined in Section 3.5(iv).

      


      “Note”
means a promissory note, substantially in the form of Exhibit A, issued at the
request of a Lender pursuant to Section 2.10 to evidence its
Loans.

      


      “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 of the Borrower to the Lenders or to any Lender or the
Administrative Agent or any indemnified party arising under the Loan
Documents.

      


      “OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets
Control.

      


      “Other
Taxes” is defined in Section 3.5(ii).

      


      “Outstanding
Credit Exposure” means, as to any Lender at any time, the sum of the
aggregate principal amount of its Loans outstanding at such time.

      


      “Participants”
is defined in Section 12.2.1.

      


      “Patriot
Act” is defined in Section 9.16.

      


      “Payment
Date” means the last day of each calendar quarter.

      


      “PBGC”
means the Pension Benefit Guaranty Corporation.

      


      “Permitted
Acquisition” means an Acquisition (i) that has been recommended or
approved by the board of directors or other governing body of the Person that is
the object of such Acquisition, (ii) that occurs when no Default or Unmatured
Default exists, (iii) after giving effect to which (a) no Default or Unmatured
Default will exist and (b) the Borrower will be in pro forma compliance with the
financial covenant set forth in Section 6.11 (assuming that such Acquisition had
occurred on the last day of the fiscal quarter most recently ended from the date
that is one year prior to the date of such Acquisition), and (iv) that is of a
Person in the same general line of business as the Borrower and its
Subsidiaries.

      


      “Person”
means any natural person, corporation, firm, joint venture, partnership, limited
liability company, association, enterprise, trust or other entity or
organization, or any government or political subdivision or any agency,
department or instrumentality thereof.

      


      “Plan”
means an employee pension benefit plan which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code as
to which the Borrower or any member of the Controlled Group may have any
liability.

      


      “Property”
of a Person means any and all property, whether real, personal, tangible,
intangible or mixed, of such Person (including equity interests in other
Persons), and any and all other assets owned, leased or operated by such Person,
including any interest in any of the foregoing.

      


      “Pro Rata
Share” means, with respect to a Lender, a percentage equal to such
Lender’s Commitment divided by the Aggregate Commitment.

      


      “Purchasers”
is defined in Section 12.3.1.

      


      “Qualified
Receivables Transaction” means any transaction or series of transactions
that may be entered into by the Borrower or any Subsidiary pursuant to which the
Borrower or any Subsidiary may sell, convey, pledge or otherwise transfer to a
newly-formed Subsidiary or other special purpose entity, or any other Person,
any accounts receivable (including chattel paper, instruments and general
intangibles) or notes receivable and the rights and certain other property
related thereto;
provided that the Receivables Transaction Attributed Indebtedness
incurred in all such transactions or series of transactions does not exceed
$200,000,000 at any time outstanding.  For the avoidance of doubt, the
transactions contemplated by the Loan and Servicing Agreement dated as of
December 20, 2005 by and among PSE Funding, Inc., the Borrower, as
servicer, the purchasers party thereto from time to time and JPMorgan Chase
Bank, N.A., as program agent, shall constitute a “Qualified Receivables
Transaction.”

      


      “Receivables
Transaction Attributed Indebtedness” means, with respect to any Qualified
Receivables Transaction on any date of determination, the unrecovered purchase
price on such date of all assets sold, conveyed, pledged or otherwise
transferred by the Borrower or any Subsidiary to the third-party conduit entity
or other receivables credit provider under such Qualified Receivables
Transaction.

      


      “Reference
Rate” means the variable rate of interest per annum established by
Scotia Capital from time to time as its “reference rate.”  Such
“reference rate” is set by Scotia Capital as a general reference rate of
interest, taking into account such factors as Scotia Capital may deem
appropriate, it being understood that many of Scotia Capital’s commercial or
other loans are priced in relation to such rate, that it is not necessarily the
lowest or best rate actually charged to any customer and that Scotia Capital may
make various commercial or other loans at rates of interest having no
relationship to such rate.  For purposes of this Agreement, each
change in the Reference Rate shall be effective as of the opening of business on
the date announced as the effective date of any change in such “reference
rate.”

      


      “Regulation D”
means Regulation D of the FRB as from time to time in effect and any other
regulation or official interpretation of the FRB relating to reserve
requirements applicable to member banks of the Federal Reserve
System.

      


      “Regulation U”
means Regulation U of the FRB as from time to time in effect and any other
regulation or official interpretation of the FRB relating to the extension of
credit by banks for the purpose of purchasing or carrying margin stocks
applicable to member banks of the Federal Reserve System.

      


      “Reportable
Event” means a reportable event as defined in Section 4043 of ERISA
and the regulations issued under such section, with respect to a Plan excluding
such events as to which the PBGC has by regulation waived the requirement of
Section 4043(a) of ERISA that it be notified within 30 days of the
occurrence of such event;
provided that a failure to meet the minimum funding standard of
Section 412 of the Code and of Section 302 of ERISA shall be a
Reportable Event regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA or
Section 412(d) of the Code.

      


      “Required
Lenders” means Lenders in the aggregate having more than 50% of the
Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding more than 50% of the Aggregate Outstanding
Credit Exposure.

      


      “Reserve
Requirement” means the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves), expressed
as a decimal, established by the FRB to which the Administrative Agent is
subject for eurocurrency funding (currently referred to as “Eurocurrency
liabilities” in Regulation D).  Such reserve percentages shall include
those imposed pursuant to Regulation D.  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 Regulation
D.  The Reserve Requirement shall be adjusted automatically on and as
of the effective date of any change in any such reserve percentage.

      


      “Risk-Based
Capital Guidelines” is defined in Section 3.2.

       

                     “Sanctioned
Country” means a country subject to a sanctions program identified on the
list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html,
or as otherwise published from time to time.

      


                  
“Sanctioned Person” means (i) a Person named on the list of “Specially
Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html,
or as otherwise published from time to time, or (ii) (a) an agency of the
government of a Sanctioned Country, (b) an organization controlled by a
Sanctioned Country, or (c) a person resident in a Sanctioned Country, to the
extent subject to a sanctions program administered by OFAC.

      


      “Schedule” refers to a schedule to this Agreement,
unless another document is specifically referenced.

       

                     “Scotia
Capital”
means The Bank of Nova Scotia.

       

      “SEC” means
the Securities and Exchange Commission.

      


      “Section”
means a numbered section of this Agreement, unless another document is
specifically referenced.

      


      “Significant
Subsidiary” means a “significant subsidiary” (as defined in Regulation
S-X of the SEC) of the Borrower.

      


      “Subordinated”
means, with respect to any debt or equity securities or other instruments of any
sort, that the principal or equivalent thereof is not required to be paid in
whole or in part, and after the occurrence of any event of any type described in
Section 7.6 or 7.7 cannot be paid in whole or in part, unless and
until the Obligations have been paid in full and the Commitments have
terminated.

      


      “Subsidiary”
of a Person means (i) any corporation more than 50% of the outstanding
securities of which having ordinary voting power shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture
or similar business organization more than 50% of the ownership interests of
which having ordinary voting power shall at the time be so owned or
controlled.  Unless otherwise expressly provided, all references
herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.

      


      “Substantial
Portion” means, with respect to a Person and its Subsidiaries, Property
which (i) represents more than 10% of the consolidated assets of such
Person and its Subsidiaries as would be shown in the consolidated financial
statements of such Person and its Subsidiaries as at the beginning of the
twelve-month period ending with the month in which such determination is made,
or (ii) is responsible for more than 10% of the consolidated net sales or
of the consolidated net income of such Person and its Subsidiaries as reflected
in the financial statements referred to in clause (i) above.

      


      “Synthetic Lease
Obligation” means the monetary obligation of a Person under (i) a
so-called synthetic, off-balance-sheet or tax-retention lease or (ii) any
other agreement (excluding any lease that is treated as an operating lease under
Agreement Accounting Principles) for the use or possession of property creating
obligations that do not appear on the balance sheet of such Person but that,
upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting
treatment).

      


      “Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and any and all liabilities with respect to the
foregoing, but excluding Excluded Taxes.

      


      “Tax-Free
Debt” means Indebtedness of the Borrower 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.

      


      “Total
Capitalization” means, at any time, the sum of the following for the
Borrower and its Subsidiaries, determined on a consolidated basis in accordance
with Agreement Accounting Principles (without duplication and excluding minority
interests in Subsidiaries):

      


      (i)           
Net Worth; plus

      


      (ii)          
the aggregate obligations of the Borrower with respect to the Hybrid Securities;
plus

      


      (iii)         
the aggregate obligations of the Borrower with respect to any preferred stock of
the Borrower, including any preferred stock subject to mandatory redemption;
plus

      


      (iv)         
the aggregate outstanding principal amount of all Consolidated
Indebtedness.

      


      “Type”
means with respect to any Loan, its nature as a Floating Rate Loan or a
Eurodollar Loan.

      


      “Unmatured
Default” means an event which but for the lapse of time or the giving of
notice, or both, would constitute a Default.

      


      1.2           Terms
Generally.  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context requires, 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.”  Unless the context requires otherwise, (i) 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 restriction on such amendments, restatements, supplements or
modifications set forth in any Loan Document), (ii) 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 in any Loan Document),
(iii) 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, (iv) any reference herein to any law or
regulation shall, unless otherwise specified, refer to such law or regulation as
amended, restated, replaced or otherwise modified from time to time, and
(v) 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.

      


      1.3           Accounting
Terms.  Except
as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with Agreement Accounting
Principles; provided
that, if the Borrower notifies the 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 Agreement Accounting Principles 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), regardless of whether any
such notice is given before or after such change in Agreement Accounting
Principles or the application thereof, then such provision shall be interpreted
on the basis of Agreement Accounting Principles as in effect and applied
immediately before the effective date of such change, until such notice is
withdrawn or such provision is amended in accordance herewith.

      


      


      ARTICLE
2

      THE
CREDITS

      

        


        2.1           Facility.  From
and including the Closing Date to but excluding the Facility Termination Date,
each Lender severally agrees, on the terms and conditions set forth in this
Agreement, to make Loans to the Borrower on the terms and conditions set forth
in this Agreement.

        


        2.1.1           Amount of Facility.  In no event may the
Aggregate Outstanding Credit Exposure exceed the Aggregate
Commitment.

        


        2.1.2           Availability
of Facility.  Subject to the terms of this Agreement,
the Borrower may (a) request a Loan borrowing up to three times during the term
of this Agreement and (b) subject to Section 3.4, prepay Loans hereunder at any
time prior to the Facility Termination Date.  Loans that are prepaid
may not be reborrowed.  The Commitments to lend hereunder shall expire
on the Facility Termination Date.

        


        2.1.3           Repayment
of Facility.

        


        The Aggregate Outstanding Credit
Exposure and all other unpaid Obligations shall be paid in full by the Borrower
on the Facility Termination Date.

        


        2.2            Loans.

        


        2.2.1           Loans.  Each
Loan borrowing hereunder shall consist of term Loans made by the Lenders ratably
in proportion to the ratio that their respective Commitments bear to the
Aggregate Commitment.

        


        2.2.2           Types
of Loans.  Loans
may be Floating Rate Loans or Eurodollar Loans, or a combination thereof, as
selected by the Borrower in accordance with Section 2.2.3.

        


        2.2.3           Method
of Selecting Types and Interest Periods for Loans.  The
Borrower shall select the Type of Loan and, in the case of each Eurodollar Loan,
the Interest Period applicable thereto, from time to time.  The
Borrower shall give the Administrative Agent irrevocable notice in the form of
Exhibit B (a “Borrowing
Notice”) not later than (a) 1:30 p.m. (New York time) on the Borrowing
Date of each Floating Rate Loan and (b) 2:00 p.m. (New York time) at least
three Business Days before the Borrowing Date of each Eurodollar
Loan.  A Borrowing Notice shall specify:

         

      

      (i)            the
Borrowing Date, which shall be a Business Day, of such Loan;

      


      (ii)           the
aggregate amount of such Loan;

      


      (iii)          the
Type of Loan selected; and

      


      (iv)          in
the case of each Eurodollar Loan, the Interest Period applicable thereto (which
may not end after the scheduled Facility Termination Date).

       

      
                               
2.2.4           Conversion
and Continuation of Outstanding Loans.  Floating
Rate Loans shall continue as Floating Rate Loans unless and until such Floating
Rate Loans are either converted into Eurodollar Loans in accordance with this
Section 2.2.4 or are repaid in accordance with
Section 2.6.  Each Eurodollar Loan shall continue as a Eurodollar
Loan until the end of the then applicable Interest Period therefor, at which
time such Eurodollar Loan shall be automatically converted into a Floating Rate
Loan unless (x) such Eurodollar Loan is or was repaid in accordance with
Section 2.6 or (y) the Borrower shall have given the Administrative
Agent a Conversion/Continuation Notice requesting that, at the end of such
Interest Period, such Eurodollar Loan continue as a Eurodollar Loan for the same
or another Interest Period.  Subject to Section 2.5, the Borrower
may elect from time to time to convert all or any part of a Floating Rate Loan
into a Eurodollar Loan.  The Borrower shall give the Administrative
Agent irrevocable notice in the form of Exhibit C (a “Conversion/Continuation
Notice”) with respect to each (A) conversion of a Floating Rate Loan into
a Eurodollar Loan or (B) continuation of a Eurodollar Loan, not later than 2:00
p.m. (New York time) at least three Business Days prior to the date of the
requested conversion or continuation, specifying:

      

      


      (i)           
the requested date, which shall be a Business Day, of such conversion or
continuation;

      


      (ii)           the
aggregate amount and Type of the Loan which is to be converted or continued and,
if applicable, the Type of Loan to which such Loan is to be converted;
and

      


      (iii)          if
any Loan is to be converted to a Eurodollar Loan or continued as a Eurodollar
Loan, the duration of the Interest Period applicable thereto.

      


      2.3           Method of
Borrowing.  Not
later than (a) 4:00 p.m. (New York time) on the Borrowing Date of each Floating
Rate Loan and (b) 2:00 p.m. (New York time) on the Borrowing Date of each
Eurodollar Loan, each Lender shall make available its Loan or Loans in funds
immediately available in New York, New York to the Administrative Agent at its
address specified pursuant to Article 13.  The Administrative
Agent will make the funds so received from the Lenders available to the Borrower
at the Administrative Agent’s aforesaid address.

      


      2.4           Fees; Reductions in
Aggregate Commitment.

      


      2.4.1          
The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to 0.30%
on the daily unused portion of the Aggregate Commitment (the “Commitment
Fee”) from and including the date hereof to but excluding the Facility
Termination Date, payable in arrears on each Payment Date and on the Facility
Termination Date.

      


      2.4.2          
The
Borrower agrees to pay to the Administrative Agent on the Closing Date, for the
account of each Lender, an upfront fee as provided for in the Fee
Letter.

      


      2.4.3          
The
Borrower may permanently reduce the Aggregate Commitment in whole, or in part
ratably among the Lenders in a minimum amount of $10,000,000 and higher integral
multiples of $1,000,000, upon at least three Business Days’ prior written notice
to the Administrative Agent, which notice shall specify the amount of any such
reduction; provided
that the amount of the Aggregate Commitment may not be reduced below the
Aggregate Outstanding Credit Exposure.  All accrued Commitment Fees
shall be payable on the effective date of any termination of the Commitments in
full.

      


      2.5           Minimum Amount of Each
Loan; Limitation on Eurodollar
Loans.  Each
Loan shall at all times (including after giving effect to any prepayment,
conversion or continuation of all or part of a Loan) be in the amount of
$1,000,000 or a higher integral multiple of $500,000.  The Borrower
shall not request a Eurodollar Loan if, after giving effect to the requested
Eurodollar Loan, more than ten separate Eurodollar Loans would be
outstanding.

      


      2.6           Optional Principal
Payments.  The
Borrower may from time to time pay, without penalty or premium, all outstanding
Floating Rate Loans or, in an aggregate amount of $1,000,000 or a higher
integral multiple of $500,000, any portion of the outstanding Floating Rate
Loans upon one Business Day’s prior notice to the Administrative
Agent.  The Borrower may from time to time pay, subject to the payment
of any funding indemnification amounts required by Section 3.4 but without
penalty or premium, all outstanding Eurodollar Loans or, in an aggregate amount
of $1,000,000 or a higher integral multiple of $500,000, any portion of the
outstanding Eurodollar Loans upon three Business Days’ prior notice to the
Administrative Agent.

      


      2.7           Changes in Interest Rate,
etc.

       

      (i)           
Each Floating Rate Loan shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Floating Rate Loan is
made or is converted from a Eurodollar Loan pursuant to Section 2.2.4 to
but excluding the date it becomes due or is converted into a Eurodollar Loan
pursuant to Section 2.2.4, at the Alternate Base Rate for such day plus the
Applicable Alternate Base Rate Margin.  Changes in the rate of
interest applicable to each Floating Rate Loan will take effect simultaneously
with each change in the Alternate Base Rate.

      


      (ii)           Each
Eurodollar Loan shall bear interest on the outstanding principal amount thereof,
from and including the first day of each Interest Period applicable thereto to
but excluding the last day of such Interest Period, at a rate per annum equal to the sum of
the Eurodollar Rate for each day during such Interest Period plus the Applicable
Eurodollar Margin.

      


      2.8           Rates Applicable After
Default.  Notwithstanding
anything to the contrary contained in Section 2.2.3 or Section 2.2.4,
during the continuance of a Default or Unmatured Default the Required Lenders
may, at their option, by notice to the Borrower (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of
Section 8.2 requiring unanimous consent of the Lenders to changes in
interest rates), declare that no Loan may be made as, converted into or
continued as a Eurodollar Loan.  During the continuance of a Default
the Required Lenders may, at their option, by notice to the Borrower (which
notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to
changes in interest rates), declare that (i) each Eurodollar Loan shall
bear interest for the remainder of the applicable Interest Period at the
Alternate Base Rate in effect from time to time plus 2% per annum, and (ii) each
Floating Rate Loan shall bear interest at a rate per annum equal to the
Alternate Base Rate in effect from time to time plus 2% per annum; provided that,
during the continuance of a Default under Section 7.6 or 7.7, the interest
rates set forth in clauses (i) and (ii) above shall be applicable to all Credit
Extensions without any election or action on the part of the Administrative
Agent or any Lender.

      


      2.9           Method of
Payment.  All
payments of the Obligations hereunder shall be made, without setoff, deduction
or counterclaim, in immediately available funds to the Administrative Agent at
the Administrative Agent’s address specified pursuant to Article 13, or at
any other Lending Installation of the Administrative Agent specified in writing
by the Administrative Agent to the Borrower, by 1:00 p.m. (New York time) on the
date when due and shall be applied ratably by the Administrative Agent among the
Lenders.  Each payment delivered to the Administrative Agent for the
account of any Lender shall be delivered promptly by the Administrative Agent to
such Lender in the same type of funds as the Administrative Agent received at
such Lender’s address specified pursuant to Article 13 or at any Lending
Installation specified in a notice received by the Administrative Agent from
such Lender.

      


      2.10         Noteless Agreement; Evidence
of Indebtedness.

      


      (i)           
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 from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

      


      (ii)           The
Administrative Agent shall also maintain accounts in which it will record
(a) the amount of each Loan made hereunder, the Type thereof and the
Interest Period, if any, with respect thereto, (b) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder, and (c) the amount of any sum received
by the Administrative Agent hereunder from the Borrower and each Lender’s share
thereof.

      


      (iii)          The
entries made in the accounts maintained pursuant to paragraphs (i) and
(ii) above shall be prima
facie evidence of the existence and amounts of the Obligations recorded
therein;
provided that the failure of the Administrative Agent or any Lender
to maintain such accounts or any error therein shall not in any manner affect
the obligation of the Borrower to repay the Obligations in accordance with the
terms hereof.

      


      (iv)          Any
Lender may request that its Loans be evidenced by a Note.  In such
event, the Borrower shall prepare, execute and deliver to such Lender a Note
payable to the order of such Lender.  Thereafter, the Loans evidenced
by such Note and interest thereon shall at all times (including after any
assignment pursuant to Section 12.3) be represented by a Note payable to
the order of the payee named therein or any assignee pursuant to
Section 12.3, except to the extent that any such Lender or assignee
subsequently returns any such Note for cancellation and requests that such Loans
once again be evidenced as described in paragraphs (i) and
(ii) above.

      


      2.11         Telephonic
Notices.  The
Borrower hereby authorizes the Lenders and the Administrative Agent to extend,
convert or continue Loans, to effect selections of Types of Loans and to
transfer funds based on telephonic notices made pursuant to the terms of this
Agreement by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of the Borrower, it being understood
that the foregoing authorization is specifically intended to allow Borrowing
Notices and Conversion/Continuation Notices to be given telephonically to the
Administrative Agent.  The Borrower agrees to deliver promptly to the
Administrative Agent a written confirmation of each telephonic notice, if such
confirmation is requested by the Administrative Agent or any Lender, signed by
an Authorized Officer.  If the written confirmation differs in any
material respect from the action taken by the Administrative Agent and the
Lenders, the records of the Administrative Agent and the Lenders shall govern
absent manifest error.

      


      2.12         Interest Payment Dates;
Interest and Fee Basis.  Interest
accrued on each Floating Rate Loan shall be payable on each Payment Date, on any
date on which such Floating Rate Loan is paid, whether due to acceleration or
otherwise, and at maturity.  Interest accrued on that portion of the
outstanding principal amount of any Floating Rate Loan converted into a
Eurodollar Loan on a day other than a Payment Date shall be payable on the date
of conversion.  Interest accrued on each Eurodollar Loan shall be
payable on the last day of its applicable Interest Period, on any date on which
such Eurodollar Loan is paid, whether by acceleration or otherwise, and at
maturity.  Interest accrued on each Eurodollar Loan having an Interest
Period longer than three months shall also be payable on the last day of each
three-month interval during such Interest Period.  Interest and
Commitment Fees shall be calculated for actual days elapsed on the basis of a
360-day year, except that interest on Floating Rate Loans accruing at a rate
based on the Reference Rate shall be computed on the basis of a 365- or 366-day
year, as applicable.  Interest shall be payable for the day a Loan is
made but not for the day of any payment on the amount paid if payment is
received prior to 1:00 p.m. (New York time).  If any payment of
principal of or interest on a Loan or any payment of fees in connection herewith
shall become due on a day which is not a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be.

      


      2.13         Notification of Loans, Interest Rates,
Prepayments and Commitment Reductions.  Promptly
after receipt thereof, the Administrative Agent will notify each Lender of the
contents of each Aggregate Commitment reduction notice, Borrowing Notice,
Conversion/Continuation Notice and repayment notice received by the
Administrative Agent hereunder.  The Administrative Agent will notify
each Lender and the Borrower of the interest rate applicable to each Eurodollar
Loan promptly upon determination of such interest rate and will give each Lender
and the Borrower prompt notice of each change in the Alternate Base
Rate.

      


      2.14         Lending
Installations.  Each
Lender may book its Loans at any Lending Installation selected by such Lender
and may change its Lending Installation from time to time.  All terms
of this Agreement shall apply to any such Lending Installation, and the Loans
and any Notes issued hereunder shall be deemed held by each Lender for the
benefit of any such Lending Installation.  Each Lender may, by written
notice to the Administrative Agent and the Borrower in accordance with
Article 13, designate replacement or additional Lending Installations
through which Loans will be made by it and for whose account payments under this
Agreement are to be made.

      


      2.15         Non-Receipt of Funds by
Administrative Agent.  Unless
the Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or
(ii) in the case of the Borrower, a payment of principal, interest or fees
to the Administrative Agent for the account of the Lenders, that it does not
intend to make such payment, the Administrative Agent may assume that such
payment has been made.  The Administrative Agent may, but shall not be
obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption.  If such Lender or the
Borrower, as the case may be, has not in fact made such payment to the
Administrative Agent, the recipient of such payment from the Administrative
Agent shall, on demand by the Administrative Agent, repay to the Administrative
Agent the amount so made available, together with interest thereon in respect of
each day during the period commencing on the date such amount was so made
available by the Administrative Agent until the date the Administrative Agent
recovers such amount at a rate per annum equal to
(x) in the case of repayment by a Lender, the Federal Funds Effective Rate
for such day for the first three days and, thereafter, the interest rate
applicable to the relevant Loan or (y) in the case of repayment by the
Borrower, the interest rate applicable to the relevant Loan.

      


      


      ARTICLE
3

      YIELD PROTECTION;
TAXES

      


      3.1          
Yield
Protection.  If,
on or after the date of this Agreement, the adoption of any law or any
governmental or quasi-governmental rule, regulation, policy, guideline or
directive (whether or not having the force of law), or any change in the
interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:

      


      (i)           
subjects any Lender or applicable Lending Installation to any Taxes, or changes
the basis of taxation of payments (other than with respect to Excluded Taxes) to
any Lender or applicable Lending Installation in respect of its Eurodollar
Loans, or

      


      (ii)           imposes,
increases or deems applicable any reserve, assessment, insurance charge, special
deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender or applicable Lending Installation
(other than reserves and assessments taken into account in determining the
interest rate applicable to Eurodollar Loans), or

      


      (iii)          imposes
any other condition the result of which is to increase the cost to any Lender or
applicable Lending Installation of making, funding or maintaining its Eurodollar
Loans, or reduces any amount receivable by any Lender or applicable Lending
Installation in connection with its Eurodollar Loans, or requires any Lender or
applicable Lending Installation to make any payment calculated by reference to
the amount of Eurodollar Loans held or interest received by it, by an amount
deemed material by such Lender,

      


      and the
result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation, as the case may be, of (a) making or
maintaining its Eurodollar Loans or (b) making or maintaining its Commitment or
to reduce the return received by such Lender or applicable Lending Installation
in connection with such Eurodollar Loans or Commitment then, within 15 days of
demand by such Lender, the Borrower shall pay such Lender such additional amount
or amounts as will compensate such Lender or Lending Installation, as the case
may be, for such increased cost or reduction in amount received.

      


      3.2           Changes in Capital Adequacy
Regulations.  If
a Lender determines that the amount of capital required or expected to be
maintained by such Lender, the Lending Installation of such Lender or any
corporation controlling such Lender is increased as a result of a Change, then,
within 15 days of demand by such Lender, the Borrower shall pay such Lender the
amount necessary to compensate for any shortfall in the rate of return on the
portion of such increased capital which such Lender reasonably determines is
attributable to this Agreement, its Outstanding Credit Exposure or its
Commitment to make Loans hereunder.  The Administrative Agent agrees
to notify the Borrower of any Change within 60 days after the Administrative
Agent becomes aware of such Change.  “Change”
means (i) any change after the date of this Agreement in the Risk-Based
Capital Guidelines or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation or directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender or Lending Installation or any corporation
controlling any Lender.  “Risk-Based
Capital Guidelines” means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by
regulatory authorities outside the United States implementing the July 1988
report of the Basle Committee on Banking Regulation and Supervisory Practices
Entitled “International Convergence of Capital Measurements and Capital
Standards,” including transition rules.

      


      3.3           Availability of Types of
Loans.  If
(x) any Lender determines that maintenance of its Eurodollar Loans at a
suitable Lending Installation would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or
(y) prior to the first day of any applicable Interest Period, the Required
Lenders determine that (i) deposits of a type and maturity appropriate to
match-fund Eurodollar Loans are not available or (ii) the interest rate
applicable to any Eurodollar Loans does not accurately reflect the cost of
making or maintaining such Eurodollar Loans, then (a) in the case of clause
(x) above, such Lender shall promptly notify the Borrower and the
Administrative Agent and, so long as such circumstances shall continue,
(i) such Lender shall have no obligation to make Eurodollar Loans or
convert Floating Rate Loans into Eurodollar Loans (but shall make Floating Rate
Loans concurrently with the making of or conversion into Eurodollar Loans by the
Lenders which are not so affected, in each case in an amount equal to such
Lender’s share of all Eurodollar Loans which would be made or converted into at
such time in the absence of such circumstances) and (ii) on the last day of
the current Interest Period for each Eurodollar Loan of such Lender (or, in any
event, on such earlier date as may be required by the relevant law, regulation
or interpretation), such Eurodollar Loan shall, unless then paid in full,
automatically convert to a Floating Rate Loan, and (b) in the case of
clause (y) above, the Administrative Agent shall suspend the availability
of future Eurodollar Loans and any requested borrowing of, conversion into or
continuation of a Eurodollar Loan shall instead be made as, remain or be
converted into a Floating Rate Loan.  Each Floating Rate Loan made
pursuant to clause (a) above shall remain outstanding for the same period
as the Eurodollar Loan of which such Floating Rate Loan would be a part absent
the circumstances described in such clause (a).

      


      3.4           Funding
Indemnification.  If
any payment of a Eurodollar Loan occurs on a date which is not the last day of
the applicable Interest Period, whether because of acceleration, prepayment or
otherwise, or if a Eurodollar Loan is not made on the date specified by the
Borrower (including in the case of any continuation of or conversion into a
Eurodollar Loan) for any reason other than default by the Lenders, the Borrower
will indemnify each Lender for any loss or cost incurred by it resulting
therefrom, including any loss or cost in liquidating or employing deposits
acquired to fund or maintain such Eurodollar Loan.

      


      3.5           Taxes.

      


      (i)           
All payments by the Borrower to or for the account of any Lender or the
Administrative Agent hereunder or under any Note shall be made free and clear of
and without deduction for any and all Taxes.  If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Administrative Agent, (a) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
Section 3.5) such Lender or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (b) the Borrower shall make such deductions,
(c) the Borrower shall pay the full amount deducted to the relevant
authority in accordance with applicable law and (d) the Borrower shall
furnish to the Administrative Agent the original copy of a receipt evidencing
payment thereof within 30 days after such payment is made.

      


      (ii)           In
addition, the Borrower hereby agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or under any Note or from the
execution or delivery of, or otherwise with respect to, this Agreement or any
Note (“Other
Taxes”).

      


      (iii)          The
Borrower hereby agrees to indemnify the Administrative Agent and each Lender for
the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes
imposed on amounts payable under this Section 3.5) paid by the
Administrative Agent or such Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto relating to
this Agreement.  Payments due under this indemnification shall be made
within 30 days of the date the Administrative Agent or Lender makes demand
therefor pursuant to Section 3.6.

      


      (iv)          Each
Lender that is not incorporated under the laws of the United States of America
or a state thereof (each a “Non-U.S.
Lender”) agrees that it will, within 10 Business Days after the date of
this Agreement, deliver to each of the Borrower and the Administrative Agent two
duly completed copies of whichever of the following is
applicable:  (a) Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income-tax treaty to which the United States of
America is a party; (b) Internal Revenue Service Form W-8ECI; (c) 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, (x) a certificate to the effect that such
Non-U.S. Lender is not a “bank” within the meaning of section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of the Borrower within the meaning of
section 881(c)(3)(B) of the Code or a “controlled foreign corporation” as
described in section 881(c)(3)(C) of the Code and (y) Internal Revenue Service
Form W-8BEN; or (d) any other form prescribed by applicable law as a basis for
claiming exemption from or a reduction in United States federal withholding tax,
together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrower to determine the withholding or deduction
required to be made.  Each Non-U.S. Lender further undertakes to
deliver to each of the Borrower and the Administrative Agent (x) renewals
or additional copies of such form (or any successor form) on or before the date
that such form expires or becomes obsolete, and (y) after the occurrence of
any event requiring a change in the most recent forms so delivered by it, such
additional forms or amendments thereto as may be reasonably requested by the
Borrower or the Administrative Agent.  All forms or amendments
described in the preceding sentence shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes, unless an event (including any change in a
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form or amendment with respect to it and such Lender advises the Borrower and
the Administrative Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax.

      


      (v)           For
any period during which a Non-U.S. Lender has failed to provide the Borrower
with an appropriate form pursuant to clause (iv) above (unless such failure
is due to a change in a treaty, law or regulation, or any change in the
interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a
Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of
withholding tax become subject to Taxes because of its failure to deliver a form
required under clause (iv), above, the Borrower shall take such steps as such
Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to
recover such Taxes.

      


      (vi)          Any
Lender that is entitled to an exemption from or reduction of withholding tax
with respect to payments under this Agreement or any Note pursuant to the law of
any relevant jurisdiction or any treaty shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law as will permit such payments to be made without withholding or at a reduced
rate.

      


      (vii)         If
the U.S. Internal Revenue Service or any other governmental authority of the
United States or any other country or any political subdivision thereof asserts
a claim that the Administrative Agent did not properly withhold tax from amounts
paid to or for the account of any Lender (because the appropriate form was not
delivered or properly completed, because such Lender failed to notify the
Administrative Agent of a change in circumstances which rendered its exemption
from withholding ineffective or for any other reason), such Lender shall
indemnify the Administrative Agent fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax, withholding therefor or
otherwise, including penalties and interest, and including taxes imposed by any
jurisdiction on amounts payable to the Administrative Agent under this
subsection, together with all costs and expenses related thereto (including
attorneys’ fees and time charges of attorneys for the Administrative Agent,
which attorneys may be employees of the Administrative Agent).  The
obligations of the Lenders under this Section 3.5(vii) shall survive the
payment of the Obligations and termination of this Agreement.

      


      3.6           Statements; Survival of
Indemnity. To the
extent reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of the
Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Loans under Section 3.3, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such
Lender.  Each Lender shall deliver a written statement thereof to the
Borrower (with a copy to the Administrative Agent) as to the amount due, if any,
under Section 3.1, 3.2, 3.4 or 3.5.  Such written statement shall
set forth in reasonable detail the calculations upon which such Lender
determined such amount and shall be final, conclusive and binding on the
Borrower in the absence of manifest error.  Determination of amounts
payable under such Sections in connection with a Eurodollar Loan shall be
calculated as though each Lender funded its Eurodollar Loan through the purchase
of a deposit of the type and maturity corresponding to the deposits described in
clause (ii) of the proviso contained in the definition of “Eurodollar Base
Rate” in Section 1.1, whether in fact that is the case or
not.  Unless otherwise provided herein, the amount specified in the
written statement of any Lender shall be payable on demand after receipt by the
Borrower of such written statement.  The obligations of the Borrower
under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations
and termination of this Agreement.

      


      3.7           Replacement of Affected
Lender.  At
any time any Lender is affected by the circumstances described in
Section 3.1, 3.2, 3.3 or 3.5, the Borrower may replace such Lender as a
party to this Agreement with one or more bank(s) or other financial
institution(s) reasonably satisfactory to the Administrative Agent, such bank(s)
or financial institution(s) to have a Commitment or Commitments, as the case may
be, in such amounts as shall be reasonably satisfactory to the Administrative
Agent (and upon notice from the Borrower such Lender shall assign, without
recourse or warranty, its Commitment, its Loans, its Note and all of its other
rights and obligations hereunder to such replacement bank(s) or other financial
institution(s) for a purchase price equal to the sum of the principal amount of
the Loans so assigned and, as applicable, all accrued and unpaid interest
thereon, its share of all accrued and unpaid fees, any amounts payable under
Section 3.4 as a result of such Lender receiving payment of any Eurodollar
Loan prior to the end of an Interest Period therefor and all other obligations
owed to such Lender hereunder).

      


      


      ARTICLE
4

      CONDITIONS
PRECEDENT

      


      4.1           Effectiveness.  This
Agreement shall not become effective until the Borrower has paid, or made
arrangements satisfactory to the Administrative Agent for payment of, all fees
and other amounts payable by the Borrower to the Administrative Agent, the
Arrangers and the Lenders on or before the Closing Date in connection with this
Agreement (including, to the extent invoiced, out-of-pocket expenses of the
Administrative Agent and the Arrangers) and furnished the Administrative Agent
(with sufficient copies for the Lenders) each of the following, in form and
substance satisfactory to the Administrative Agent:

      


      (i)           
the bylaws of the Borrower, certified by the Secretary or an Assistant Secretary
of the Borrower to be correct and complete and in full force and effect; the
charter documents of the Borrower, certified by the Secretary of State of
Washington; and a certificate of good standing for the Borrower from the
Secretary of State of Washington;

      


      (ii)           resolutions
of the Board of Directors of the Borrower, certified by the Secretary or an
Assistant Secretary of the Borrower, authorizing the execution, delivery and
performance of the Loan Documents;

      


      (iii)          an
incumbency certificate, executed by the Secretary or Assistant Secretary of the
Borrower, which shall identify by name and title and bear the signatures of the
Authorized Officers, upon which certificate the Administrative Agent and the
Lenders shall be entitled to rely until informed of any change in writing by the
Borrower;

      


      (iv)          a
certificate, signed by the Chief Financial Officer or the Vice President Finance
and Treasurer of the Borrower, stating that on the date of the effectiveness
hereof no Default or Unmatured Default has occurred and is continuing and that
the representations and warranties contained in Article 5 are true and
correct on such date except to the extent any such representation or warranty is
stated to relate solely to an earlier date, in which case as of such earlier
date;

      


      (v)           a
written opinion of Perkins Coie LLP, counsel for the Borrower, as to such
matters as the Administrative Agent may reasonably request;

      


      (vi)          the
Fee Letter and any Notes requested by Lenders pursuant to Section 2.10,
payable to the order of such requesting Lender, in each case duly executed by
the Borrower;

      


      (vii)        
such funds-transfer agreements, authorizations, instructions and related
documents as the Administrative Agent may have reasonably requested, duly
executed by the Borrower and/or other appropriate Persons;

      


      (viii)        an
executed counterpart of the Account Designation Letter;

      


      (ix)           a
certificate, for the benefit of itself and the Lenders, provided by the Borrower
that sets forth information required by the Patriot Act (as defined in Section
9.16) including, without limitation, the identity of the Borrower, the name and
address of the Borrower and other information that will allow the Administrative
Agent or any Lender, as applicable, to identify the Borrower in accordance with
the Patriot Act; and

      


      (x)           
such other documents as the Administrative Agent or its counsel may have
reasonably requested.

      


      4.2           Each Credit
Extension.  The
Lenders shall not be required to make any Credit Extension unless on the
applicable Credit Extension Date:

      


      (i)            no
Default or Unmatured Default exists or will result from such Credit
Extension;

      


      (ii)           the
representations and warranties contained in Article 5 are true and correct
as of such Credit Extension Date except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall have been true and correct on and as of such
earlier date; and

      


      (iii)          all
legal matters incident to the making of such Credit Extension are reasonably
satisfactory to the Administrative Agent, the Lenders and their
counsel.

      


      Each
Borrowing Notice with respect to a Loan shall constitute a representation and
warranty by the Borrower that the conditions contained in Sections 4.2(i) and
(ii) have been satisfied.  The Administrative Agent, at the
request of any Lender, may require a duly completed compliance certificate in
substantially the form of Exhibit D as a condition to making a Credit
Extension.

      


      


      ARTICLE
5

      REPRESENTATIONS AND
WARRANTIES

      


      The
Borrower represents and warrants to the Lenders that:

      


      5.1           Corporate Existence,
etc.  Each
of the Borrower and its Significant Subsidiaries:  (a) is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation; (b) has all requisite corporate
power, and has all material governmental licenses, authorizations, consents and
approvals, necessary to own its Property and carry on its business as now being
conducted; and (c) is qualified to do business in all jurisdictions in
which the nature of the business conducted by it makes such qualification
necessary and where failure so to qualify could reasonably be expected have a
Material Adverse Effect.

      


      5.2           Litigation and Contingent
Obligations.  There
are not, in any court or before any referee or arbitrator of any kind or before
or by any governmental body, any actions, suits or proceedings pending or, to
the Borrower’s knowledge, threatened (i) against or affecting the Borrower
or any Subsidiary or any of their respective businesses or properties except for
actions, suits or proceedings (a) that exist as of the date of this
Agreement and are disclosed in the Borrower’s Annual Report on Form 10-K for the
year ended December 31, 2007 or (b) which, singly or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect,
(ii) which seeks to prevent, enjoin or delay the making of any Credit
Extension or (iii) affecting in an adverse manner the binding nature,
validity or enforceability of any Loan Document.  Other than any
liability incident to any action, suit or proceeding described in subclause
(i)(a) or (i)(b) of the foregoing sentence, neither the Borrower nor any
Subsidiary has any contingent obligations (including Contingent Obligations)
that, singly or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, except as disclosed in the report referred to in
subclause (i)(a) of the preceding sentence.

      


      5.3           No Breach.  None
of the execution and delivery of the Loan Documents, the consummation of the
transactions therein contemplated or compliance with the terms and provisions
thereof will (i) conflict with or result in a breach of, or require any
consent under, the Articles of Incorporation or Bylaws of the Borrower, or
(except for notices to and consents of the Washington Utilities and
Transportation Commission referred to in Section 5.5) any applicable law,
rule or regulation, or any order, writ, injunction or decree of any court or
governmental authority or agency, or any agreement or instrument to which the
Borrower or any of its Subsidiaries is a party or by which it is bound or to
which it is subject, (ii) constitute a default under any such agreement or
instrument or (iii) result in or require the creation or imposition of any
Lien upon any of the revenues or assets of the Borrower or any of its
Subsidiaries pursuant to the terms of any such agreement or
instrument.

      


      5.4           Corporate
Action.  The
Borrower has all necessary corporate power and authority to execute, deliver and
perform its obligations under this Agreement and the other Loan Documents; the
execution, delivery and performance by the Borrower of its obligations under
this Agreement and the other Loan Documents have been duly authorized by all
necessary corporate action on its part; this Agreement has been, and each other
Loan Document when delivered hereunder will have been, duly and validly executed
and delivered by the Borrower; and this Agreement constitutes, and each other
Loan Document when so delivered will constitute, a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except as limited by applicable bankruptcy laws or similar laws of
general applicability affecting creditors’ rights.

      


      5.5           Approvals.  Except
for any required consents of the Washington Utilities and Transportation
Commission which are and shall continue to be in full force and effect and
required notices to such commission which have been given, no authorizations,
approvals or consents of, and no filings (other than informational filings which
have been made) or registrations with, any governmental or regulatory authority
or agency are necessary for the execution, delivery or performance by the
Borrower of this Agreement or any other Loan Document or for the validity or
enforceability hereof or thereof.

      


      5.6           Use of
Proceeds.  Neither
the Borrower nor any of its Subsidiaries is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose,
whether immediate, incidental or ultimate, of buying or carrying margin stock,
as defined in Regulation U, and no part of the proceeds of any Loan will be used
to buy or carry any margin stock.  No part of the proceeds of any Loan
will be used to acquire stock of any corporation the board of directors of which
has publicly stated its opposition to such acquisition or fails to endorse such
acquisition.

      


      5.7           ERISA.  The
Borrower and its ERISA Affiliates have fulfilled their respective obligations
under the minimum funding standards of ERISA and the Code with respect to each
Benefit Plan, are in compliance in all material respects with the presently
applicable provisions of ERISA and the Code, and have not incurred any liability
pursuant to Title IV of ERISA to the PBGC or any liability in excess of
$10,000,000, individually or in the aggregate, to any Benefit Plan.

      


      5.8           Taxes.  United
States Federal income tax returns of the Borrower and its Subsidiaries have been
examined and closed through the period ended December 31,
2003.  The Borrower and its Subsidiaries have filed all United States
Federal and state income tax returns which are required to be filed by them and
have paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower or any of its Subsidiaries, except such taxes, if any,
as are being contested in good faith and by proper proceedings.  The
charges, accruals and reserves on the books of the Borrower and its Subsidiaries
in respect of taxes and other governmental charges are, in the opinion of the
Borrower, adequate.

      


      5.9           Material Adverse
Change.  As
of the date of this Agreement and since December  31, 2007, there has been
no change in the business, Property, condition (financial or otherwise),
operations or prospects of the Borrower and its Subsidiaries taken as whole, as
reflected in the financial statements referred to in Schedule 5.10, that could
reasonably be expected to have a Material Adverse Effect.

      


      5.10         Financial
Statements.  Schedule
5.10 sets forth a complete list of the financial statements submitted prior to
the date hereof by the Borrower to the Lenders in connection with this
Agreement.  All financial statements listed in Schedule 5.10 or
delivered pursuant to Section 6.9(i) or (ii) are complete and correct
and present fairly, in accordance with Agreement Accounting Principles, the
consolidated financial position of the Borrower and its Subsidiaries as at their
respective dates and the consolidated results of operations, retained earnings
and, as applicable, changes in financial position or cash flows of the Borrower
and its Subsidiaries for the respective periods to which such statements
relate.

      


      5.11         Environmental
Matters.  In
the ordinary course of its business, the officers of the Borrower consider the
effect of Environmental Laws on the business of the Borrower and its
Subsidiaries, in the course of which they identify and evaluate potential risks
and liabilities accruing to the Borrower and its Subsidiaries due to
Environmental Laws.  On the basis of this consideration, the Borrower
has concluded that the application of Environmental Laws to it and its
Subsidiaries could not reasonably be expected to have a Material Adverse
Effect.  Neither the Borrower nor any Subsidiary has received any
notice to the effect that its operations are not in material compliance with any
of the requirements of applicable Environmental Laws or are the subject of any
federal or state investigation evaluating whether any remedial action is needed
to respond to a release of any toxic or hazardous waste or substance into the
environment, which noncompliance or remedial action could reasonably be expected
to have a Material Adverse Effect.

      


      5.12         Investment Company
Act.  Neither
the Borrower nor any Subsidiary is an “investment company” or a company
“controlled” by an “investment company,” within the meaning of the Investment
Company Act of 1940.

      


      5.13         Subsidiaries.  Schedule
5.13 contains an accurate list of all Subsidiaries of the Borrower as of the
date of this Agreement, setting forth their respective jurisdictions of
organization and the percentage of their respective capital stock or other
ownership interests owned by the Borrower or other Subsidiaries.  All
of the issued and outstanding shares of capital stock or other ownership
interests of such Subsidiaries have been (to the extent such concepts are
relevant with respect to such ownership interests) duly authorized and issued
and are fully paid and nonassessable.

      


      5.14         Accuracy of
Information.  No
information, exhibit or report furnished by the Borrower or any Subsidiary to
the Administrative Agent or any Arranger or Lender in connection with the
negotiation of, or compliance with, the Loan Documents contained any material
misstatement of fact, or omitted to state a material fact or any fact necessary
to make the statements contained therein not misleading, at the time so
furnished.

      


      5.15         Compliance with Laws,
Etc.  The
Borrower and its Subsidiaries are in compliance in all material respects with
(i) all applicable statutes, rules, regulations, orders and restrictions of any
domestic or foreign government or any instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective Property and (ii) all indentures, agreements and other
instruments binding upon them or upon their respective Property, except for any
failure to comply with any of the foregoing which could not reasonably be
expected to have a Material Adverse Effect.

      


      5.16         Insurance.  The
Borrower and its Subsidiaries (i) maintain insurance with financially sound
and reputable insurance companies (or through a self-insurance program) on all
their Property of a character usually insured by entities in the same or similar
businesses similarly situated, against loss or damage of the kinds and in the
amounts as customarily insured against by such entities, and (ii) maintain
such other insurance as is usually carried by such entities.

      


      5.17         Properties.  Each
of the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all of its real and personal properties material to its business,
except for minor defects in title that do not interfere with its ability to
conduct its business as currently conducted or to utilize such properties for
their intended purposes.

      


      5.18         Anti-Terrorism
Laws.  Neither
the Borrower nor any of its Subsidiaries is an “enemy” or an “ally of the enemy”
within the meaning of Section 2 of the Trading with the Enemy Act of the United
States of America (50 U.S.C. App. §§ 1 et seq.), as
amended.  Neither the Borrower nor any of its Subsidiaries is in
violation of (i) the Trading with the Enemy Act, as amended, (ii) any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto or (iii) the Patriot Act (as defined in Section
9.16).  Neither the Borrower nor any of its Subsidiaries (a) is a
blocked person described in section 1 of the Anti-Terrorism Order or (b) to its
knowledge, engages in any dealings or transactions, or is otherwise associated,
with any such blocked person.

      


      5.19         Compliance with OFAC Rules
and Regulations.  Neither
the Borrower nor any of its Subsidiaries or Affiliates (i) is a Sanctioned
Person, (ii) has more than 15% of its assets in Sanctioned Countries, or (iii)
derives more than 15% of its operating income from investments in, or
transactions with Sanctioned Persons or Sanctioned Countries.  No part
of the proceeds of any Loan will be used directly or indirectly to fund any
operations in, finance any investments or activities in or make any payments to,
a Sanctioned Person or a Sanctioned Country.

      


      5.20         Compliance with
FCPA.  Each
of the Borrower and its Subsidiaries is in compliance with the Foreign Corrupt
Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign
counterpart thereto.  None of the Borrower or its Subsidiaries has
made a payment, offering, or promise to pay, or authorized the payment of, money
or anything of value (i) in order to assist in obtaining or retaining
business for or with, or directing business to, any foreign official, foreign
political party, party official or candidate for foreign political office,
(ii) to a foreign official, foreign political party or party official or
any candidate for foreign political office, and (iii) with the intent to
induce the recipient to misuse his or her official position to direct business
wrongfully to such Person or to any other Person, in violation of the Foreign
Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

      
 

      ARTICLE
6

      COVENANTS

      


      So long
as any Lender has any Commitment hereunder, or any Obligation is unpaid, the
Borrower shall, unless the Required Lenders otherwise consent in
writing:

      


      6.1           Preservation of Existence
and Business.  Preserve
and maintain, and cause each Significant Subsidiary to preserve and maintain,
its corporate existence and all of its material rights, privileges, licenses and
franchises, except as permitted by Sections 6.12 and 6.13, and carry on and
conduct its business in substantially the same manner and in substantially the
same fields of enterprise as it is presently conducted.

      


      6.2           Preservation of
Property.  Maintain,
and cause each Significant Subsidiary to maintain, all of its Property necessary
to operate its business in good working order and condition, ordinary wear and
tear excepted (it being understood that this covenant relates only to the good
working order and condition of such Property and shall not be construed as a
covenant of the Borrower or any Significant Subsidiary not to dispose of any
such Property by sale, lease, transfer or otherwise or to discontinue operation
thereof if the Borrower reasonably determines that such discontinuation is
necessary).

      


      6.3           Payment of
Obligations.  Pay
and discharge, and cause each Significant Subsidiary to pay and discharge,
before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or upon its property, and
(ii) all lawful claims which, if unpaid, might by law become a Lien upon
its property; provided
that the Borrower and its Significant Subsidiaries shall not be required to pay
or discharge any such tax, assessment, charge or claim (a) which is being
contested by it in good faith and by proper procedures and with respect to which
appropriate reserves are being maintained in accordance with Agreement
Accounting Principles or (b) the non-payment of which could not reasonably
be expected to have a Material Adverse Effect.

      


      6.4           Compliance with Applicable
Laws and Contracts.  Comply,
and cause each Subsidiary to comply, with the requirements of all applicable
laws, rules, regulations and Governmental Approvals, and all orders, writs,
injunctions or decrees of any court or governmental authority or agency,
including Environmental Laws, if failure to comply with such requirements could
reasonably be expected to have a Material Adverse Effect.

      


      6.5           Preservation of Loan
Document Enforceability.  Take
all reasonable actions (including obtaining and maintaining in full force and
effect consents and Governmental Approvals), and cause each Subsidiary to take
all reasonable actions, that are required so that its obligations under the Loan
Documents will at all times be legal, valid, binding and enforceable in
accordance with their respective terms.

      


      6.6           Insurance.  Maintain,
and cause each Significant Subsidiary to maintain, with responsible insurance
companies or through the Borrower’s program of self-insurance, insurance against
at least such risks and in at least such amounts as is customarily maintained by
similar businesses, or as may be required by any applicable law, rule or
regulation, any Governmental Approval, or any order, writ, injunction or decree
of any court or governmental authority or agency.

      


      6.7           Use of
Proceeds.  Use,
directly or indirectly, the proceeds of the Loans for general corporate purposes
of the Borrower (in compliance with all applicable legal and regulatory
requirements), including commercial paper backup and working
capital.

      


      6.8           Visits, Inspections and
Discussions.  Keep,
and cause each Subsidiary to keep, proper books of record and account in which
full, true and correct entries are made of all dealings and transactions in
relation to it business and activities, and permit, and cause each Subsidiary to
permit, representatives of any Lender or the Administrative Agent, during normal
business hours and upon reasonable notice to the Borrower, to examine, copy and
make extracts from its books and records, to inspect its Property, and to
discuss its business and affairs with its officers and independent certified
accountants, all to the extent reasonably requested by such Lender or the
Administrative Agent;
provided that the Borrower reserves the right to restrict access to any
of its 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; provided, further, that, Sections 9.6
and 10.8 notwithstanding, the costs and expenses incurred by any Lender or the
Administrative Agent or their agents or representatives in connection with any
such examinations, visits or discussions occurring or made prior to the
occurrence of any Default shall be for the account of such Lender or the
Administrative Agent, as applicable.

      


      6.9           Information to Be
Furnished.  Furnish
to the Administrative Agent, with copies sufficient for each
Lender:

      


      (i)           
as soon as available and in any event within 60 days after the close of each of
the first three quarterly accounting periods in each fiscal year of the
Borrower, a copy of the Quarterly Report on Form 10-Q (or any successor form)
for the Borrower for such quarter;

      


      (ii)           as
soon as available and in any event within 120 days after the end of each fiscal
year of the Borrower, a copy of the Annual Report on Form 10-K (or any successor
form) for the Borrower for such year, together with a copy of the accompanying
report of the Borrower’s independent certified public accounting
firm;

      


      (iii)          at
the time that financial statements are furnished pursuant to Section 6.9(i)
or (ii), a certificate of the Chief Financial Officer, the Treasurer, an
Assistant Treasurer or any other financial officer of the Borrower substantially
in the form of Exhibit D;

      


      (iv)          promptly
upon the filing thereof, copies of all registration statements, monthly or other
regular reports, including reports on Form 8-K (or any successor form), filed by
the Borrower with the SEC;

      


      (v)           promptly
upon request from time to time, such other information regarding the business,
affairs, insurance or financial condition of the Borrower or any of its
Subsidiaries (including any Benefit Plan and any reports of other information
required to be filed under ERISA) as any Lender or the Administrative Agent may
reasonably request; and

      


      (vi)          within
5 days after the occurrence thereof, notice of (a) any Default or Unmatured
Default and (b) any circumstance that could reasonably be expected to have
a Material Adverse Effect or an adverse effect on the binding nature, validity
or enforceability of any Loan Document as an obligation of the
Borrower.

      


      6.10         Liens.  Not
permit to exist, and not permit any Significant Subsidiary to permit to exist,
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

      


      (i)           
Liens for taxes, assessments or charges imposed on the Borrower or any
Significant Subsidiary or any of their property by any governmental authority
which are not yet due or are being contested in good faith by appropriate
proceedings if adequate reserves with respect thereto are maintained on the
books of the Borrower or such Subsidiary, as the case may be, in accordance with
Agreement Accounting Principles;

      


      (ii)           Liens
imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other like Liens, incurred in the ordinary course of business and
securing obligations that are not yet due or that are being contested in good
faith by appropriate proceedings, and Liens arising out of judgments or awards
which secure payment of legal obligations that would not constitute a
Default;

      


      (iii)          pledges
or deposits in connection with worker’s compensation, unemployment insurance and
other social security laws, or to secure the performance of bids, tenders,
contracts (other than for borrowed money), leases, statutory obligations, surety
or appeal bonds, or indemnity, performance or other similar bonds, in the
ordinary course of business;

      


      (iv)          easements,
rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business and encumbrances consisting of zoning restrictions,
easements, licenses, restrictions on the use of property or minor imperfections
in title thereto which, in the aggregate, are not material in amount, and which
do not in any case materially detract from the value of any material property
subject thereto or interfere with the ordinary conduct of the business of the
Borrower or any of its Significant Subsidiaries;

      


      (v)           Liens
existing on the date hereof and described in Schedule 6.10;

      


      (vi)          Permitted
Encumbrances (as defined in the Mortgages);

      


      (vii)         Liens
securing the payment of Tax-Free Debt; provided that each such
Lien shall extend only to (a) the property, and proceeds thereof, being financed
by the Tax-Free Debt secured thereby or (b) securities issued under and secured
by the Mortgages;

      


      (viii)        Liens
over all or any part of the assets of the Borrower or any Significant Subsidiary
constituting a specific construction project or generating plant as security for
any indebtedness incurred for the purpose of financing all or such part, as the
case may be, of such construction project or generating plant, and Liens and
charges incidental to such construction;

      


      (ix)           the
right reserved to, or vested in, any municipality or public authority by the
terms of any right, power, franchise, grant, license or permit, or by any
provision of law, to purchase or recapture or designate a purchaser of any
property;

      


      (x)           
Liens on property or assets of any Significant Subsidiary in favor of the
Borrower or any other Significant Subsidiary;

      


      (xi)           Liens
with respect to which cash in the amount secured by such Liens has been
deposited with the Administrative Agent;

      


      (xii)          Liens
incurred in connection with Qualified Receivables Transactions;

      


      (xiii)         Liens
on specific assets hereafter acquired which are created or assumed
contemporaneously with, or within 120 days after, such acquisition, for the sole
purpose of financing or refinancing the acquisition of such assets, together
with the proceeds and products of such assets;

      


      (xiv)        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;

      


      (xv)         Liens
securing Capitalized Lease Obligations; provided that any such Lien
attaches solely to the property so leased and proceeds thereof; and

      


      (xvi)        other
Liens securing Indebtedness in an aggregate amount not exceeding
$150,000,000.

      


      6.11         Debt to Capitalization
Ratio.  Not
permit the principal amount of Consolidated Indebtedness to exceed 65% of Total
Capitalization as of the last day of any fiscal quarter of the
Borrower.

      


      6.12         Merger and
Consolidation.  Not
merge or consolidate with or into any Person, unless (i) immediately after
giving effect thereto, no event shall occur and be continuing which constitutes
a Default or an Unmatured Default, (ii) the surviving or resulting Person,
as the case may be, assumes and agrees in writing to pay and perform all of the
obligations of the Borrower hereunder, (iii) the surviving or resulting
Person, as the case may be, qualifies to do business in the State of Washington,
and (iv) the surviving or resulting Person, as the case may be, has a net
worth (as determined in accordance with Agreement Accounting Principles) at
least equal to the net worth of the Borrower at the end of the fiscal quarter
immediately preceding the effective date of such consolidation or
merger.

      


      6.13         Disposition of
Assets.  Not
sell, lease, assign, transfer or otherwise dispose of any asset or interest
therein, except that this Section 6.13 shall not apply to (i) any
disposition of any asset or any interest therein in the ordinary course of
business, (ii) any disposition of obsolete or retired property not used or
useful in its business, (iii) any disposition of any asset or interest
therein (a) for cash or cash equivalents or (b) 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 Board of Directors of the Borrower) of such asset or interest
therein, and provided
that such disposition does not constitute a disposition of all or substantially
all of the assets of the Borrower, (iv) any disposition of an asset or any
interest therein (exclusive of any disposition permitted by clause (v)) in
exchange for notes or other obligations substantially equal to the fair-market
value (as determined in good faith by the management of the Borrower or, if the
consideration for such disposition exceeds $100,000,000, by the Board of
Directors of the Borrower) of such asset or interest therein, provided that the
aggregate amount of notes or other obligations received after the date hereof
from any one obligor in one transaction or a series of transactions shall not
exceed 15% of the net book value of the assets of the Borrower, (v) any
disposition of accounts receivable, notes receivable or unbilled revenue, the
rights related to any of the foregoing and property related to any of the
foregoing in connection with Qualified Receivables Transactions and
(vi) any disposition of an asset or interest therein (exclusive of any
disposition permitted under any of the foregoing clauses (i) through (v))
to an Affiliate of the Borrower in exchange for notes or other obligations
substantially equal to the fair-market value (as determined in good faith by the
Board of Directors of the Borrower) of such asset or interest therein, provided
that the aggregate amount of notes or other obligations received by the Borrower
from Affiliates of the Borrower in exchange for any asset or interest therein
after the date hereof shall not exceed 7.5% of the net book value of the assets
of the Borrower.

      


      6.14         Transactions with
Affiliates.  Without
limiting Section 6.13(v), not, and not permit any Subsidiary to, enter into
any transaction (including the purchase or sale of any Property or service)
with, or make any payment or transfer to, any Affiliate except (a) in the
ordinary course of business and pursuant to the reasonable requirements of the
Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no
less favorable to the Borrower or such Subsidiary than the Borrower or such
Subsidiary would obtain in a comparable arm’s-length transaction, (b) with
or to a Subsidiary or (c) in connection with a Qualified Receivables
Transaction permitted under this Agreement.

      


      6.15         Investments. Not,
and not permit any Subsidiary to, make or suffer to exist any Investments
(including loans and advances to, and other Investments in, Subsidiaries), or
commitments therefor, create any Subsidiary, become or remain a partner in any
partnership or joint venture or make any Acquisition, except:

      


      (i)            Investments
made in the ordinary course of business in connection with customary
cash-management operations;

      


      (ii)           existing
Investments in Subsidiaries and other Investments in existence on the date
hereof and described in Schedule 6.15;

      


      (iii)          Permitted
Acquisitions;

      


      (iv)          any
loan or advance to the Borrower by a Subsidiary;

      


      (v)           capital
contributions (whether in the form of cash, a note or other assets) or loans to
a special-purpose entity created solely to engage in a Qualified Receivables
Transaction and resulting from transfers of assets permitted by Section 6.13(v)
to such a special-purpose entity;

      


      (vi)          derivative
financial instruments and other similar instruments entered into in the ordinary
course of business for bona fide hedging purposes and not for speculation;
and

      


      (vii)         other
Investments not exceeding $50,000,000 at any time outstanding.

      


      


      ARTICLE
7

      DEFAULTS

      


      The
occurrence of any one or more of the following events shall constitute a
Default:

       

      7.1           Any
representation or warranty made or deemed made by the Borrower or any of its
Subsidiaries to the Lenders or the Administrative Agent under or in connection
with this Agreement, any other Loan Document, or any certificate or information
delivered in connection with this Agreement or any other Loan Document shall be
materially false on the date as of which made.

       

      7.2           Nonpayment
of principal of any Loan when due, or nonpayment of any interest, fee or other
obligation under any of the Loan Documents within five days after the same
becomes due.

       

      7.3           The
breach by the Borrower of any of the terms or provisions of Section 6.1,
6.6, 6.7, 6.11, 6.12, 6.13 or 6.15.

       

      7.4           The
breach by the Borrower (other than a breach which constitutes a Default under
another Section of this Article 7) of any of the terms or provisions
of this Agreement or any other Loan Document which is not remedied within thirty
days after written notice from the Administrative Agent or any
Lender.

       

      7.5           Failure
of the Borrower and/or any Subsidiaries to pay when due any Indebtedness
aggregating in excess of $25,000,000, or the equivalent thereof in any
currencies (“Material
Indebtedness”); or the default by the Borrower and/or any Subsidiaries in
the performance (beyond the applicable grace period with respect thereto, if
any) of any term, provision or condition contained in any agreement under which
any Material Indebtedness was created or is governed, or any other event shall
occur or condition exist, if the effect of such default, event or condition is
to cause, or to permit the holder or holders of such Material Indebtedness to
cause, such Material Indebtedness to become due prior to its stated maturity; or
any Material Indebtedness of the Borrower and/or any Subsidiaries shall be
declared to be due and payable or required to be prepaid or repurchased (other
than by a regularly scheduled payment) prior to the stated maturity thereof; or
the Borrower or any of its Subsidiaries shall not pay, or shall admit in writing
its inability to pay, its debts generally as they become due.

      


      7.6           The
Borrower or any Significant Subsidiary shall (i) have an order for relief
entered with respect to it under the Federal bankruptcy laws as now or hereafter
in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to or acquiesce in the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or
any of its Property that, when combined with the Property of any of its
Subsidiaries that is also the subject of any such action or acquiescence,
constitutes a Substantial Portion of the Property of it and its Subsidiaries,
(iv) institute any proceeding seeking an order for relief under the Federal
bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a
bankrupt or insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under
any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take any
corporate, partnership or similar action to authorize or effect any of the
foregoing actions set forth in this Section 7.6 or (vi) fail to
contest in good faith any appointment or proceeding described in
Section 7.7.

       

      7.7           Without
the application, approval or consent of the Borrower or any Significant
Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall
be appointed for the Borrower or such Significant Subsidiary or any of its
Property that, when combined with the Property of any of such Person’s
Subsidiaries that is also the subject of any such appointment, constitutes a
Substantial Portion of the Property of such Person and its Subsidiaries, or a
proceeding described in Section 7.6(iv) shall be instituted against the
Borrower or any Significant Subsidiary, and such appointment continues
undischarged, or such proceeding continues undismissed or unstayed, for a period
of 60 consecutive days.

       

      7.8           Any
court, government or governmental agency shall condemn, seize or otherwise
appropriate, or take custody or control of, all or any portion of the Property
of the Borrower or any Significant Subsidiary which, when taken together with
all other Property of such Person and its Subsidiaries so condemned, seized,
appropriated, or taken custody or control of during the twelve-month period
ending with the month in which any such action occurs, constitutes a Substantial
Portion of the Property of such Person and its Subsidiaries.

       

      7.9           The
Borrower and/or any Subsidiaries, as applicable, shall fail within 60 days to
pay, bond or otherwise discharge one or more (i) judgments or orders for
the payment of money in excess of $25,000,000 (or the equivalent thereof in any
currencies) in the aggregate, or (ii) nonmonetary judgments or orders
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, which judgments or orders, in any such case, are not
stayed on appeal or otherwise being appropriately contested in good
faith.

       

      7.10         The
Borrower and/or any of its Subsidiaries shall (i) be the subject of any
proceeding or investigation pertaining to the release by the Borrower, any
Subsidiary or any other Person of any toxic or hazardous waste or substance into
the environment, or (ii) violate any Environmental Law, which, in the case
of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.

       

      7.11         Any
Change in Control shall occur.

       

      7.12         The
Borrower and/or any ERISA Affiliates thereof incur any liability to the PBGC
pursuant to Title IV of ERISA (other than liability for premium payments which
are paid when due) or to a Benefit Plan in excess of $10,000,000 in the
aggregate pursuant to Title IV of ERISA, or the Borrower and/or any ERISA
Affiliates thereof incur, or receive notice of, any withdrawal liability
pursuant to Title IV of ERISA to or from a Benefit Plan or Multiemployer Benefit
Plan (determined as of the date of notice of such withdrawal liability) in
excess of $10,000,000 in the aggregate.

       

      7.13         Any
of the following events occurs with respect to any Benefit Plan of the Borrower
or any ERISA Affiliate thereof:  (a) a Reportable Event,
(b) the failure to make a required installment or other payment (within the
meaning of section 302(f) of ERISA), (c) the appointment of a trustee
to administer any such Benefit Plan, (d) the institution by the PBGC of
proceedings to terminate any such Benefit Plan, (e) the implementation by
the Borrower or any ERISA Affiliate thereof of any steps to terminate any such
Benefit Plan, or (f) the receipt of notice by the Borrower or any ERISA
Affiliate thereof that any Multiemployer Benefit Plan is in reorganization or is
insolvent and, in the case of any event described in clauses (a) through
(f) above, such occurrence, individually or together with all other such
occurrences, subjects the Borrower and/or any ERISA Affiliates thereof to
liability in excess of $25,000,000 in the aggregate.

      


      


      ARTICLE
8

      ACCELERATION, WAIVERS,
AMENDMENTS AND REMEDIES

      


      8.1           Acceleration.

      


      (i)           
If any Default described in Section 7.6 or 7.7 occurs with respect to the
Borrower, the obligations of the Lenders to make Loans hereunder shall
automatically terminate, and the Obligations shall immediately become due and
payable without any election or action on the part of the Administrative Agent
or any Lender.  If any other Default occurs and is continuing, the
Required Lenders (or the Administrative Agent with the consent of the Required
Lenders) may terminate or suspend the obligations of the Lenders to make Loans
hereunder, or declare the Obligations to be due and payable, or both, whereupon
such obligations of the Lenders shall be terminated or suspended and/or the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Borrower hereby
expressly waives.

      


      (ii)           If,
within 30 days after acceleration of the maturity of the Obligations or
termination of the obligations of the Lenders to make Loans hereunder as a
result of any Default (other than any Default described in Section 7.6 or
7.7 with respect to the Borrower) and before any judgment or decree for the
payment of the Obligations due shall have been obtained or entered, the Required
Lenders (in their sole discretion) shall so direct, the Administrative Agent
shall, by notice to the Borrower, rescind and annul such acceleration and/or
termination.

      


      8.2           Amendments.  Neither
this Agreement nor any provision hereof may be waived, amended or otherwise
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 the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any
Loan or the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone
the scheduled date of payment of the principal amount of any Loan, any interest
thereon or any fees payable hereunder, 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 affected thereby, (iv) change
Section 11.2 in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, or (v) change
any of the provisions of this Section, 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 consent hereunder, without the written consent of
each Lender; further
provided that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent or Arrangers hereunder without
the prior written consent of the Administrative Agent or each Arranger, as the
case may be.

      


      8.3           Preservation of
Rights.  No
delay or omission of any Lender or the Administrative Agent to exercise any
right under this Agreement or any Note shall impair such right or be construed
to be a waiver of any Default or Unmatured Default or an acquiescence therein,
and the making of a Credit Extension notwithstanding the existence of a Default
or Unmatured Default or the inability of the Borrower to satisfy any other
condition precedent to such Credit Extension shall not constitute any waiver or
acquiescence.  Any single or partial exercise of any such right shall
not preclude other or further exercise thereof or the exercise of any other
right, and no waiver, amendment or other variation whatsoever of the terms,
conditions or provisions of this Agreement or any Note shall be valid unless in
a writing signed by the Lenders required pursuant to Section 8.2, and then
only to the extent in such writing specifically set forth.  All
remedies contained in the Loan Documents or afforded by law shall be cumulative
and shall be available to the Administrative Agent and the Lenders until the
Obligations have been paid in full and the Commitments have
terminated.

      


      


      ARTICLE
9

      GENERAL
PROVISIONS

      


      9.1           Survival of
Representations.  All
representations and warranties of the Borrower contained in this Agreement shall
survive the making of the Credit Extensions herein contemplated.

      


      9.2           Governmental
Regulation.  Anything
contained in this Agreement to the contrary notwithstanding, no Lender shall be
obligated to extend credit to the Borrower in violation of any applicable
statute or regulation.

      


      9.3           Headings.  Section headings
in this Agreement are for convenience of reference only and shall not govern the
interpretation of any of the provisions hereof.

      


      9.4           Entire
Agreement.  This
Agreement embodies the entire agreement and understanding among the Borrower,
the Administrative Agent and the Lenders with respect to the subject matter
hereof and supersedes all prior agreements and understandings among the
Borrower, the Administrative Agent and the Lenders relating to the subject
matter hereof, except as specifically contemplated hereby.  The
Borrower acknowledges that no oral agreement or oral commitment to lend money,
extend credit or forbear from enforcing repayment of a debt is enforceable under
the law of the State of Washington.

      


      9.5           Several Obligations;
Benefits of this Agreement.  The
respective obligations of the Lenders hereunder are several and not joint, and
no Lender shall be the partner or agent of any other (except to the extent to
which the Administrative Agent is authorized to act as such).  The
failure of any Lender to perform any of its obligations hereunder shall not
relieve any other Lender from any of its obligations hereunder.  This
Agreement shall not be construed so as to confer any right or benefit upon any
Person other than the parties to this Agreement and their respective successors
and assigns; provided
that the parties hereto expressly agree that the Arrangers shall enjoy the
provisions of Sections 9.6, 9.9 and 10.11 to the extent specifically set forth
therein and shall have the right to enforce such provisions on their own behalf
and in their own names to the same extent as if they were parties to this
Agreement.

      


      9.6           Expenses;
Indemnification.

      


      (i)           
The Borrower shall reimburse the Administrative Agent and each Arranger for
their reasonable costs, internal charges and reasonable out-of-pocket expenses
(including, in the case of the Administrative Agent, reasonable fees, time
charges and expenses of attorneys for the Administrative Agent, including
attorneys that are employees of the Administrative Agent) paid or incurred by
the Administrative Agent or any Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, distribution (including via the
Internet), amendment and modification of the Loan Documents and the review and
administration of the Loan Documents in connection with any request made by the
Borrower; provided that
the Borrower shall only be required to reimburse the Administrative Agent for
the fees and expenses of one law firm, subject to the limitations agreed to by
the Borrower and the Administrative Agent.  The Borrower also agrees
to reimburse the Administrative Agent, the Arrangers and the Lenders for their
reasonable costs, internal charges and reasonable out-of-pocket expenses
(including reasonable fees, time charges and expenses of attorneys for the
Administrative Agent, the Arrangers and the Lenders, including attorneys that
are employees of the Administrative Agent, the Arrangers or the Lenders) paid or
incurred by the Administrative Agent, any Arranger or any Lender in connection
with the collection and enforcement of the Loan Documents during the existence
of any Default, including in connection with any proceeding described in
Section 7.6 or 7.7.

      


      (ii)           The
Borrower hereby further agrees to indemnify the Administrative Agent, each
Arranger, each Lender, their respective Affiliates, and each of their directors,
officers, agents and employees against all losses, claims, damages, penalties,
judgments, liabilities and expenses (including all expenses of litigation or
preparation therefor, whether or not the Administrative Agent, any Arranger, any
Lender or any such Affiliate is a party thereto) which any of them may pay or
incur arising out of or relating to this Agreement, the other Loan Documents,
the transactions contemplated hereby or thereby or the direct or indirect
application or proposed application of the proceeds of any Credit Extension
hereunder, except to the extent that any such losses, claims, damages,
penalties, judgments, liabilities or expenses are determined in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification.  The obligations of the Borrower under this
Section 9.6 shall survive the termination of this Agreement.

      


      9.7           Numbers of
Documents.  All
statements, notices, closing documents, and requests hereunder shall be
furnished to the Administrative Agent with sufficient counterparts so that the
Administrative Agent may furnish one to each of the Lenders.

      


      9.8           Severability of
Provisions.  Any
provision of this Agreement or any Note that is held to be inoperative,
unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable or invalid without affecting the remaining provisions
in that jurisdiction or the operation, enforceability or validity of that
provision in any other jurisdiction, and to this end the provisions of all Loan
Documents are declared to be severable.

      


      9.9           Nonliability of
Lenders.  The
relationship between the Borrower on the one hand and the Lenders, the Arrangers
and the Administrative Agent on the other hand shall be solely that of borrower
and lender.  Neither the Administrative Agent nor any Lender or
Arranger shall have any fiduciary responsibilities to the
Borrower.  Neither the Administrative Agent nor any Lender or Arranger
undertakes any responsibility to the Borrower to review or inform the Borrower
of any matter in connection with any phase of the Borrower’s business or
operations.  The Borrower agrees that neither the Administrative Agent
nor any Lender or Arranger shall have any liability to the Borrower (whether
sounding in tort, contract or otherwise) for losses suffered by the Borrower in
connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless it is determined in
a final, non-appealable judgment by a court of competent jurisdiction that such
losses resulted from the gross negligence or willful misconduct of the party
from which recovery is sought.  Neither the Administrative Agent nor
any Lender or Arranger shall have any liability with respect to, and the
Borrower hereby waives, releases and agrees not to sue for, any special,
indirect or consequential damages suffered by the Borrower in connection with,
arising out of, or in any way related to the Loan Documents or the transactions
contemplated thereby.

      


      9.10         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 (i) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and other
representatives (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of the Information and
instructed to keep the Information confidential), (ii) to the extent
requested by any regulatory authority purporting to have jurisdiction over it
(including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (iii) to the extent required by applicable laws
or regulations or by any subpoena or similar legal process, (iv) to any
other party hereto, (v) in connection with the exercise of any remedies
hereunder or under any other Loan Document, any action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (vi) subject to an agreement containing provisions
substantially the same as those of this Section, to (a) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (b) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (vii) with the consent of the Borrower or
(viii) to the extent such Information (a) becomes publicly available
other than as a result of a breach of this Section or (b) becomes
available to the Administrative Agent, any Lender or any of their respective
Affiliates on a nonconfidential basis from a source other than the
Borrower.

      


      For
purposes of this Section, “Information”
means all information received from the Borrower or any Subsidiary relating to
the Borrower or any Subsidiary or any of their respective businesses, other than
any such information that is available to the Administrative Agent or any Lender
on a nonconfidential basis before disclosure by the Borrower or any
Subsidiary; provided
that, in the case of information received from the Borrower or any Subsidiary
after the date hereof, such information either is financial information or 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 exercises the same degree of care to maintain the
confidentiality of the Information as a Person acting in the capacity of such
Person in connection with this Agreement (i.e., as administrative
agent, a lender, a letter of credit issuer or as described in clause (i) above)
would customarily accord to its own confidential information.

      


      9.11         Non-Reliance.  Each
Lender hereby represents that it is not relying on or looking to any margin
stock (as defined in Regulation U) for the repayment of the Credit Extensions
provided for herein.

      


      9.12         Disclosure.  The
Borrower and each Lender hereby (i) acknowledge and agree that Scotia
Capital and/or its Affiliates from time to time may hold investments in, make
other loans to or have other relationships with the Borrower and its Affiliates,
and (ii) waive any liability of Scotia Capital and/or its Affiliates to the
Borrower or any Lender, respectively, arising out of or resulting from such
investments, loans or relationships, other than liabilities arising out of the
gross negligence or willful misconduct of Scotia Capital and/or its
Affiliates.

      


      9.13         Counterparts.  This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.

      


      9.14         [Reserved].

      


      9.15         Acknowledgments.  In
connection with all aspects of each transaction contemplated hereby, the
Borrower acknowledges and agrees and acknowledges its
Affiliates’ understanding, that: (i) the credit facilities provided for
hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document) are an arm’s-length commercial transaction
between the Borrower and its Affiliates, on the one hand, and the Administrative
Agent and the Arrangers,
on the other hand, and the Borrower is capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents (including any amendment,
waiver or other modification hereof or thereof); (ii) in connection with the
process leading to such transaction, the Administrative Agent and each of the
Arrangers is and has been acting solely as a principal and is not the financial
advisor, agent or fiduciary, for the Borrower or any of its Affiliates,
stockholders, creditors or employees or any other Person; (iii) neither the
Administrative Agent nor any Arranger has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of the Borrower with respect to any
of the transactions contemplated hereby or the process leading thereto,
including with respect to any amendment, waiver or other modification hereof or
of any other Loan Document (irrespective of whether the Administrative Agent or
any Arranger has advised or is currently advising the Borrower or any of its
Affiliates on other matters) and neither the Administrative Agent nor any
Arranger 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 Loan Documents; (iv) the
Administrative Agent and the Arrangers 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 neither the Administrative Agent
nor any Arranger has any obligation to disclose any of such interests by virtue
of any advisory, agency or fiduciary relationship; and (v) the Administrative
Agent and the Arrangers have not provided and will not provide any legal,
accounting, regulatory or tax advice with respect to any of the transactions
contemplated hereby (including any amendment, waiver or other modification
hereof or of any other Loan Document) and the Borrower has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate.  The Borrower hereby waives and releases, to the fullest
extent permitted by law, any claims that it may have against the Administrative
Agent and the Arrangers with respect to any breach or alleged breach of agency
or fiduciary duty.

      


      9.16         Patriot
Act.  Each Lender hereby notifies the Borrower that pursuant to
the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (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.

       

      


      ARTICLE
10

      THE ADMINISTRATIVE
AGENT

      


      10.1         Appointment; Nature of
Relationship.  Scotia
Capital is hereby appointed by each of the Lenders as its contractual
representative (herein referred to as the “Administrative
Agent”) hereunder and under each other Loan Document, and each of the
Lenders irrevocably authorizes the Administrative Agent to act as the
contractual representative of such Lender with the rights and duties expressly
set forth herein and in the other Loan Documents.  The Administrative
Agent agrees to act as such contractual representative upon the express
conditions contained in this Article 10.  Notwithstanding the use
of the defined term “Administrative Agent,” it is expressly understood and
agreed that the Administrative Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Administrative Agent is merely acting as the contractual
representative of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Loan Documents.  In its capacity as
the Lenders’ contractual representative, the Administrative Agent (i) does
not hereby assume any fiduciary duties to any of the Lenders, (ii) is a
“representative” of the Lenders within the meaning of the term “secured party”
as defined in the New York Uniform Commercial Code and (iii) is acting as
an independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan
Documents.  Each of the Lenders hereby agrees to assert no claim
against the Administrative Agent on any agency theory or any other theory of
liability for breach of fiduciary duty, all of which claims each Lender hereby
waives.

      


      10.2         Powers.  The
Administrative Agent shall have and may exercise such powers under the Loan
Documents as are specifically delegated to the Administrative Agent by the terms
of each thereof, together with such powers as are reasonably incidental
thereto.  The Administrative Agent shall have no implied duties to the
Lenders, or any obligation to the Lenders to take any action thereunder except
any action specifically provided by the Loan Documents to be taken by the
Administrative Agent.

      


      10.3         General
Immunity.  Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable to the Borrower or any Lender for any action taken or omitted to
be taken by it or them hereunder or under any other Loan Document or in
connection herewith or therewith except to the extent such action or inaction is
determined in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the gross negligence or willful misconduct of
such Person.

      


      10.4         No Responsibility for Loans,
Recitals, etc.  Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for, or have any duty to ascertain, inquire into or verify,
(i) any statement, warranty or representation made in connection with any
Loan Document or any borrowing hereunder; (ii) the performance or
observance of any of the covenants or agreements of any obligor under any Loan
Document, including any agreement by an obligor to furnish information directly
to each Lender; (iii) the satisfaction of any condition specified in
Article 4, except receipt of items required to be delivered solely to the
Administrative Agent; (iv) the existence or possible existence of any
Default or Unmatured Default; (v) the validity, enforceability,
effectiveness, sufficiency or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith; or (vi) the
financial condition of the Borrower or any guarantor of any of the Obligations
or of any of the Borrower’s or any such guarantor’s respective
Subsidiaries.  The Administrative Agent shall have no duty to disclose
to the Lenders information that is not required to be furnished by the Borrower
to the Administrative Agent at such time, but is voluntarily furnished by the
Borrower to the Administrative Agent (either in its capacity as Administrative
Agent or in its individual capacity).

      


      10.5         Action on Instructions of
Lenders.  The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder and under any other Loan Document in
accordance with written instructions signed by the Required Lenders, and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders.  The Lenders hereby acknowledge that
the Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Required Lenders.  The Administrative Agent shall be fully justified
in failing or refusing to take any action hereunder and under any other Loan
Document unless it shall first be indemnified to its satisfaction by the Lenders
pro rata against any
and all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

      


      10.6         Employment of Agents and
Counsel.  The
Administrative Agent may execute any of its duties as Administrative Agent
hereunder and under any other Loan Document by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care.  The Administrative Agent shall be entitled to advice
of counsel concerning the contractual arrangement between the Administrative
Agent and the Lenders and all matters pertaining to the Administrative Agent’s
duties hereunder and under any other Loan Document.

      


      10.7         Reliance on Documents;
Counsel.  The
Administrative Agent shall be entitled to rely upon any Note, notice, consent,
certificate, affidavit, letter, telegram, statement, paper, electronic message
or document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and, in respect to legal matters, upon the
opinion of counsel selected by the Administrative Agent, which counsel may be
employees of the Administrative Agent.

      


      10.8         Administrative Agent’s
Reimbursement and Indemnification.  The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Commitments (or, if the Commitments have been
terminated, in proportion to their Commitments immediately prior to such
termination), to the extent not reimbursed or indemnified by the Borrower,
(i) for any amounts for which the Administrative Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
expenses incurred by the Administrative Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents (including for any expenses incurred by the
Administrative Agent in connection with any dispute between the Administrative
Agent and any Lender or between two or more of the Lenders) and (iii) for
any liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent in
any way relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby
(including for any such amounts incurred by or asserted against the
Administrative Agent in connection with any dispute between the Administrative
Agent and any Lender or between two or more of the Lenders), or the enforcement
of any of the terms of the Loan Documents or of any such other documents; provided that (a) no
Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Administrative Agent and (b) any indemnification required pursuant to
Section 3.5(vii) shall, notwithstanding the provisions of this
Section 10.8, be paid by the relevant Lender in accordance with the
provisions thereof.  The obligations of the Lenders under this
Section 10.8 shall survive payment of the Obligations and termination of
this Agreement.

      


      10.9         Notice of
Default.  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Unmatured Default hereunder unless the
Administrative Agent has received written notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Unmatured Default and
stating that such notice is a “notice of default.”  In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders.

      


      10.10       Rights as
Lender.  In
the event the Administrative Agent is a Lender, the Administrative Agent shall
have the same rights and powers hereunder and under any other Loan Document with
respect to its Commitment and its Loans as any other Lender and may exercise the
same as though it were not the Administrative Agent, and the term “Lender” or
“Lenders” shall, at any time when the Administrative Agent is a Lender, unless
the context otherwise indicates, include the Administrative Agent in its
individual capacity.  The Administrative Agent and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with the Borrower or any Subsidiary in
which the Borrower or such Subsidiary is not restricted hereby from engaging
with any other Person.  The Administrative Agent, in its individual
capacity, is not obligated to remain a Lender.

      


      10.11       Lender Credit
Decision.  Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent, any Arranger or any other Lender, and based on the
financial statements prepared by the Borrower and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan
Documents.  Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, any Arranger 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 this Agreement and the other Loan Documents.

      


      10.12       Successor Administrative
Agent.  The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower, such resignation to be effective upon the
appointment of a successor Administrative Agent or, if no successor
Administrative Agent has been appointed, 45 days after the retiring
Administrative Agent gives notice of its intention to resign.  The
Administrative Agent may be removed at any time with or without cause by written
notice received by the Administrative Agent from the Required Lenders, such
removal to be effective on the date specified by the Required
Lenders.  Upon any such resignation or removal, the Required Lenders
with the consent of the Borrower (so long as no Default or Unmatured Default
exists), which consent shall not be unreasonably withheld or delayed, shall have
the right to appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent.  If no successor Administrative Agent shall have
been so appointed by the Required Lenders within thirty days after the resigning
Administrative Agent’s giving notice of its intention to resign, then the
resigning Administrative Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Administrative Agent.  Notwithstanding the
previous sentence, the Administrative Agent may at any time, without the consent
of the Borrower or any Lender, appoint any of its Affiliates which is a
commercial bank as a successor Administrative Agent hereunder.  If the
Administrative Agent has resigned or been removed and no successor
Administrative Agent has been appointed, the Lenders may perform all the duties
of the Administrative Agent hereunder, and the Borrower shall make all payments
in respect of the Obligations to the applicable Lender and for all other
purposes shall deal directly with the Lenders.  No successor
Administrative Agent shall be deemed to be appointed hereunder until such
successor Administrative Agent has accepted the appointment.  Any such
successor Administrative Agent shall be a commercial bank having capital and
retained earnings of at least $100,000,000.  Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the resigning or
removed Administrative Agent.  Upon the effectiveness of the
resignation or removal of the Administrative Agent, the resigning or removed
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents.  After the effectiveness of
the resignation or removal of an Administrative Agent, the provisions of this
Article 10 shall continue in effect for the benefit of such Administrative
Agent in respect of any actions taken or omitted to be taken by it while it was
acting as the Administrative Agent hereunder and under the other Loan
Documents.  In the event that there is a successor to the
Administrative Agent by merger, or the Administrative Agent assigns its duties
and obligations to an Affiliate pursuant to this Section 10.12, then the
term “Reference Rate” as used in this Agreement shall mean the reference rate,
prime rate, corporate base rate or other analogous rate of the new
Administrative Agent.

      


      10.13       Administrative Agent’s
Fee.  The
Borrower agrees to pay to the Administrative Agent, for its own account, (i) an
annual administrative agent’s fee in the amount of $5,000, payable on the
Closing Date and on each anniversary thereof, and (ii) such other fees as may be
agreed to by the Borrower and the Administrative Agent from time to
time.

      


      10.14       Delegation to
Affiliates.  The
Borrower and the Lenders agree that the Administrative Agent may delegate any of
its duties under this Agreement to any of its Affiliates.  Any such
Affiliate (and such Affiliate’s directors, officers, agents and employees) which
performs duties in connection with this Agreement shall be entitled to the same
benefits of the indemnification, waiver and other protective provisions to which
the Administrative Agent is entitled under Articles 9 and 10.

      


      10.15       Other
Agents.  No
Lender or Affiliate thereof identified on the facing page of this Agreement or
otherwise herein, or in any amendment hereof or other document related hereto,
as being the “Documentation Agent” or a “Co-Agent” shall have any right, power,
obligation, liability, responsibility or duty under this Agreement in such
capacity.  Each Lender acknowledges that it has not relied, and will
not rely, on any Person so identified in deciding to enter into this Agreement
or in taking or refraining from taking any action hereunder or pursuant
hereto.

      


      


      ARTICLE
11

      SETOFF;
PAYMENTS

      


      11.1         Setoff.  In
addition to, and without limitation of, any rights of the Lenders under
applicable law, if the Required Lenders determine that the Borrower is
insolvent, however evidenced, or any Default occurs and is continuing, any and
all deposits (including all account balances, whether provisional or final and
whether or not collected or available) and any other indebtedness at any time
held or owing by any Lender or any Affiliate of any Lender to or for the credit
or account of the Borrower, may be offset and applied toward the payment of the
Obligations owing to such Lender, whether or not the Obligations, or any part
thereof, shall then be due.

      


      11.2         Ratable
Payments.  If
any Lender, whether by setoff or otherwise, has payment made to it upon its
Outstanding Credit Exposure (other than payments received pursuant to
Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by
any other Lender, such Lender agrees, promptly upon demand, to purchase a
portion of the Aggregate Outstanding Credit Exposure held by the other Lenders
so that after such purchase each Lender will hold its Pro Rata Share of the
Aggregate Outstanding Credit Exposure.  If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for the Obligations owed thereto or such
amounts which may be subject to setoff, such Lender agrees, promptly upon
demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Pro Rata
Share of the Aggregate Outstanding Credit Exposure.  In case any such
payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.

      


      


      ARTICLE
12

      BENEFIT OF AGREEMENT;
ASSIGNMENTS; PARTICIPATIONS

      


      12.1         Successors and
Assigns.  The
terms and provisions of the Loan Documents shall be binding upon and inure to
the benefit of the Borrower and the Lenders and their respective successors and
assigns, except that (i) the Borrower shall not have the right to assign
its rights or obligations under the Loan Documents and (ii) any assignment
by any Lender of its rights and obligations under the Loan Documents must be
made in compliance with Section 12.3.  The parties to this
Agreement acknowledge that clause (ii) of this Section 12.1 relates
only to absolute assignments and does not prohibit assignments creating security
interests, including any pledge or assignment by any Lender of all or any
portion of its rights under this Agreement and any Note to a Federal Reserve
Bank;
provided that no such pledge or assignment creating a security
interest shall release the transferor Lender from its obligations hereunder
unless and until the parties thereto have complied with the provisions of
Section 12.3.  The Administrative Agent may treat the Person
which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with
Section 12.3;
provided that the Administrative Agent may in its discretion (but shall
not be required to) follow instructions from the Person which made any Loan or
which holds any Note to direct payments relating to such Loan or Note to another
Person.  Any assignee of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of the
Loan Documents.  Any request, authority or consent of any Person that,
at the time of making such request or giving such authority or consent, is the
owner of the rights to any Loan (whether or not a Note has been issued in
evidence thereof) shall be conclusive and binding on any subsequent holder or
assignee of the rights to such Loan.

       

      
        12.2          Participations.

        


        12.2.1         Permitted Participants;
Effect.  Any Lender may at any time after the date that is
sixty (60) days following the Closing Date sell to one or more banks or other
entities (“Participants”) participating
interests in any Outstanding Credit Exposure of such Lender, any Note held by
such Lender, any Commitment of such Lender or any other interest of such Lender
under the Loan Documents;
provided that such Lender shall promptly provide written notice of such
sale to the Borrower.  In the event of any such sale by a Lender of
participating interests to a Participant, such Lender’s obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the owner of its Outstanding Credit Exposure and the
holder of any Note issued to it in evidence thereof for all purposes under the
Loan Documents, all amounts payable by the Borrower under this Agreement shall
be determined as if such Lender had not sold such participating interests, and
the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under the Loan Documents.

        


        12.2.2         Voting
Rights.  Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of this Agreement other than any amendment, modification or waiver
with respect to any Credit Extension or Commitment in which such Participant has
an interest which (i) forgives principal, interest or fees,
(ii) reduces the interest rate or fees payable with respect to any such
Credit Extension or Commitment, (iii) extends the Facility Termination
Date, (iv) postpones any date fixed for any regularly-scheduled payment of
principal of, or interest or fees on, any such Credit Extension or Commitment,
(v) releases any guarantor of any such Credit Extension or
(vi) releases all or substantially all of the collateral, if any, securing
any such Credit Extension.

        


        12.2.3         Benefit of
Setoff.  The Borrower agrees that each Participant shall be
deemed to have the right of setoff provided in Section 11.1 in respect of
its participating interest in amounts owing under this Agreement to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under this Agreement; provided that each Lender
shall retain the right of setoff provided in Section 11.1 with respect to
the amount of participating interests sold to each Participant.  The
Lenders agree to share with each Participant, and each Participant, by
exercising the right of setoff provided in Section 11.1, agrees to share
with each Lender, any amount received pursuant to the exercise of its right of
setoff, such amounts to be shared in accordance with Section 11.2 as if
each Participant were a Lender.  The Borrower further agrees that each
Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 12.3; provided that (i) a
Participant shall not be entitled to receive any greater payment under
Section 3.1, 3.2, 3.4 or 3.5 than the Lender which sold the participating
interest to such Participant would have received had it retained such interest
for its own account, unless the sale of such interest to such Participant is
made with the prior written consent of the Borrower, and (ii) any
Participant not incorporated under the laws of the United States of America or
any State thereof agrees to comply with the provisions of Section 3.5 to
the same extent as if it were a Lender.

        


        12.3         Assignments.

        


        12.3.1         Permitted
Assignments.  Any Lender may at any time after the date that is
sixty (60) days following the Closing Date assign to one or more banks or other
entities (“Purchasers”)
all or any part of its rights and obligations under the Loan Documents (a “Lender
Assignment”).  Such Lender Assignment shall be substantially in
the form of Exhibit E or in such other form as may be agreed to by the parties
thereto.  The consent of the Borrower and the Administrative Agent
shall be required prior to an assignment becoming effective with respect to a
Purchaser which is not a Lender or an Affiliate thereof; provided that if a Default
has occurred and is continuing, the consent of the Borrower shall not be
required.  Such consents shall not be unreasonably withheld or
delayed.  Each such assignment with respect to a Purchaser which is
not a Lender or an Affiliate thereof shall (unless each of the Borrower and the
Administrative Agent otherwise consents) be in an amount not less than the
lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning
Lender’s Commitment (calculated as at the date of such assignment) or
outstanding Loans (if the applicable Commitment has been
terminated).

        


        12.3.2         Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices a copy of each Lender Assignment
delivered to it and a register for the recording of the names and addresses of
the Lenders and their Commitments and Outstanding Credit Exposures pursuant to
the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may 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.

        


        12.3.3         Effect; Effective
Date.  Upon (i) delivery to the Administrative Agent of an
assignment, together with any consent(s) required by Section 12.3.1, and
(ii) payment of a $3,500 fee to the Administrative Agent by the Purchaser
or transferor Lender for processing such assignment (unless such fee is waived
by the Administrative Agent), such assignment shall become effective on the
effective date specified in such assignment.  On and after the
effective date of such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and any other Loan Document executed by or on
behalf of the Lenders and shall have all the rights and obligations of a Lender
under the Loan Documents, to the same extent as if it were an original party
hereto, and no further consent or action by the Borrower, the Lenders or the
Administrative Agent shall be required to release the transferor Lender with
respect to the percentage of the Aggregate Commitment and Loans assigned to such
Purchaser.  Upon the consummation of any assignment to a Purchaser
pursuant to this Section 12.3.3, the transferor Lender, the Administrative
Agent and the Borrower shall, if the transferor Lender or the Purchaser desires
that its Loans be evidenced by a Note, make appropriate arrangements so that a
new Note or, as appropriate, a replacement Note is issued to such transferor
Lender and a new Note or, as appropriate, a replacement Note is issued to such
Purchaser, in each case in principal amounts reflecting their respective
Commitments, as adjusted pursuant to such assignment.

      

      


      12.4         Tax
Treatment.  If
any interest in any Loan Document is transferred to any Purchaser or Participant
which is organized under the laws of any jurisdiction other than the United
States or any State thereof, the transferor Lender shall cause such Purchaser or
Participant, concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.5(iv).

      


      


      ARTICLE
13

      NOTICES

      


      13.1         Notices.  Except
as otherwise permitted by Section 2.11 with respect to borrowing notices,
all notices, requests and other communications to any party hereunder shall be
in writing (including electronic transmission, facsimile transmission or similar
writing) and shall be given to such party:  (x) in the case of
the Borrower or the Administrative Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth below its signature hereto (including, as
applicable, on a Lender Assignment) or (z) in the case of any party, at
such other address or facsimile number as such party may hereafter specify for
the purpose by notice to the Administrative Agent and the Borrower in accordance
with the provisions of this Section 13.1.  Each such notice,
request or other communication shall be effective (i) if given by facsimile
transmission, when transmitted to the facsimile number specified in this
Section and confirmation of receipt is received, (ii) if given by
mail, four Business Days after such communication is deposited in the mails with
first-class postage prepaid, addressed as aforesaid, or (iii) if given by
any other means, when delivered (or, in the case of electronic transmission,
received) at the address specified in this Section; provided that notices to
the Administrative Agent under Article 2 shall not be effective until
received.

      


      13.2         Change of
Address.  The
Borrower, the Administrative Agent and any Lender may each change the address
for service of notice upon it by a notice in writing to the other parties
hereto.

      
 

      ARTICLE
14

      CHOICE OF LAW; CONSENT TO
JURISDICTION; WAIVER OF JURY TRIAL

      


      14.1         CHOICE OF
LAW.  THIS
AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS (BUT WITHOUT REGARD TO THE CONFLICT-OF-LAWS
PROVISIONS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL
LAWS APPLICABLE TO NATIONAL BANKS.

      


      14.2         CONSENT TO
JURISDICTION.  THE
BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN
ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY NOTE, AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE
RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE
BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL
PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY
AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS AGREEMENT OR ANY NOTE SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW
YORK.

      


      14.3         WAIVER OF JURY
TRIAL.  THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE THE RIGHT TO
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN
DOCUMENT OR ANY RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

      


      


      [THE
REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have
executed this Agreement as of the date first above written.

      


      


      
        	 
      	
                PUGET
      SOUND ENERGY, INC.

              
	 
      	
                By:
      /s/ Donald E. Gaines

              
	 
      	
                Donald E.
  Gaines

              
	 
      	
                Vice President
      Finance

                               
      & Treasurer

                 

              
	 
      	
                Puget
      Sound Energy, Inc.

                P.O.
      Box 97034 PSE-08N

                Bellevue,
      WA  98009-9734

                Attention:  Assistant
      Treasurer

                Telephone:  425-462-3451

                FAX:  425-462-3490

                 

                For
      Courier Deliveries:

                 

                10885
      NE 4th
      Street PSE-08N

                Bellevue,
      WA  98004-5591

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                THE
      BANK OF NOVA SCOTIA

              
	 
      	 
      
	 
      	
                By:
      /s/ Thane Rattew

              
	 
      	
                Name:
      Thane Rattew

              
	 
      	
                Title:
      Managing Director

              
	 
      	
                 

                Operations
      Contact:

                 

                720
      King St. W

                2nd
      Floor

                Toronto,
      Ontario M5V 2T3

                Attn:  Daniel
      Cheng

                Telephone:  212-225-5706

                Email:  danielt_cheng@scotiacapital.com

                 

                Credit
      Contact:

                 

                One
      Liberty Plaza

                26th
      Floor

                165
      Broadway

                New
      York, New York 10006

                Attn:  Isabel
      Abella

                Telephone:  212-225-5305

                Email:  isabel_abella@scotiacapital.com

              
	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                BARCLAYS
      BANK PLC

              
	 
      	 
      
	 
      	
                By:
      /s/ Anne E. Sutton

              
	 
      	
                Name:
      Anne E. Sutton

              
	 
      	
                Title:
      Associate Director

              
	 
      	
                 

                Operations
      Contact:

                 

                200 Cedar Knolls
      Road

                Whippany, NJ 07981

                Attn:  Yesenia
      Barrantes

                Telephone:  973-576-3597

                Fax:   973-576-3014

                Email:  yesenia.barrantes@barcap.com

                 

                Credit
      Contact:

                 

                200
      Park Avenue, 3rd
      Floor

                New
      York, NY, 10166

                Attn:  Ann
      Sutton

                Telephone:
      212-412-3752

                Fax:  212-412-7600

                Email:  ann.sutton@barcap.com

                 

              
	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                WELLS
      FARGO BANK, N.A

              
	 
      	 
      
	 
      	
                By:
      /s/ Yann Blindert

              
	 
      	
                Name: 
      Yann Blindert

              
	 
      	
                Title:  Assistant
      Vice President

              
	 
      	
                 

                Primary
      Operations Contact:

                 

                201
      Third Street

                MAC
      A0187-081

                San
      Francisco, CA   94103

                Attn:  Neva
      Moritani

                Telephone:
      (415) 477-5456

                Fax:  (415)
      979-0679 or (415) 979-0675

                Email:  moritani@wellsfargo.com

                 

                Credit
      Contact:

                 

                1300
      SW 5th
      Ave. 7th
      Floor

                MAC-
      P6101-076

                Portland,
      OR 97201

                Attn:  Lisa
      Larpenteur

                Telephone:
      (503) 886-2216

                Fax:  (503)
      886-2211

                Email:  Larpenlm@wellsfargo.com

                 

                Alternate
      Credit Contact:

                 

                1300
      SW 5th
      Ave. 7th
      Floor

                MAC-
      P6101-076

                Portland,
      OR 97201

                Attn:  Yann
      Blindert

                Telephone:
      (503) 886-2215

                Fax:  (503)
      886-2211

                Email:  Yann.Blindert@wellsfargo.com

                 

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                JPMORGAN
      CHASE BANK

              
	 
      	 
      
	 
      	
                By:
      /s/ Helen D. Davis

              
	 
      	
                Name:
      Helen D. Davis

              
	 
      	
                Title:
      Vice President

              
	 
      	
                 

                Operations
      Contact:

                 

                10
      S. Dearborn St.

                7th
      Floor

                Mail
      Code IL1-0010

                Chicago,
      IL 60603

                Attn:
      Margaret Mamani

                Telephone:
      (312) 732-7976

                Email:
      margaret.m.mamani@jpmchase.com

                 

                Credit
      Contact:

                 

                10
      S. Dearborn St.

                9th
      Floor

                Mail
      Code IL1-0090

                Chicago,
      IL 60603

                Attn:
      Helen Davis

                Telephone:
      (312) 732-1759

                Email:
      helen.d.davis@jpmorgan.com

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
1

      


      


      COMMITMENTS

       

      


      
        	
                Lender

              	
                Commitment

              
	 
      	 
      
	
                The
      Bank of Nova Scotia

              	
                $93,750,000

              
	
                Barclays
      Bank PLC

              	
                $93,750,000

              
	
                Wells
      Fargo Bank, N.A.

              	
                $93,750,000

              
	
                JPMorgan
      Chase Bank

              	
                $93,750,000

              
	 
      	 
      
	
                Total

              	
                $375,000,000

              


      

    

     

     

    
       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      SCHEDULE
5.10

      


      


      FINANCIAL
STATEMENTS

      


      


      The
financial statements included in the Borrower’s annual report on Form 10-K for
the year ended December 31, 2007, Borrower’s quarterly report on Form 10-Q for
the fiscal quarter ended March 31, 2008 and Borrower’s quarterly report on
Form 10-Q for the fiscal quarter ended June 30, 2008, all as filed with the
Securities and Exchange Commission.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
5.13

      


      


      SUBSIDIARIES

      


      
        	
                 
      

              	
                All
      listed subsidiaries are 100% owned, directly or indirectly, by the
      Borrower.

              


      

      


      
        	
                1.  

              	
                Puget
      Western, Inc., a Washington corporation, is a real estate investment and
      development company.  Address:  19515 North Creek
      Parkway, Suite 310, Bothell, Washington
98011.

              


      

      


      
        	
                2.  

              	
                Hydro
      Energy Development Corp., a Washington corporation, is the holding company
      for a small non-utility wholesale generator, Black Creek Hydro,
      Inc.  Black Creek Hydro, Inc.’s only asset is a small
      hydroelectric power plant licensed by the Federal Energy Regulatory
      Commission in the Pacific Northwest.  Address:  10885
      NE 4th
      Street, Suite 800, Bellevue, Washington
98004.

              


      

      


      
        	
                3.  

              	
                PSE
      Funding, Inc., a Washington corporation, was formed for the purpose of
      purchasing accounts receivable, both billed and unbilled, of customers of
      the Borrower.    Address:  10885 NE 4th
      Street, Suite 1200, Bellevue, Washington
98004.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
6.10

      


      


      EXISTING
LIENS

       

                                                

      


      
      

      
        	 Secured Party	 Description of Lien
	 	 
	 GE
      Capital Solutions	 
	
                 (formerly
      BLC Corporation)

              	
                 All
      property agreed to under Master Lease Agreement dated September 1,
      1988

              
	 	 
	 Cascade
      A & E Supplies Co. 	 Xerox
      Digital Plotter
	 	 
	 Fleet
      Business Credit 	 3830-36
      Symmetrix and related equipment
	 	 
	 IOS
      Capital LLC 	 Equipment
      under Master Lease Agreement
	 	 
	 Vestas-American	 
	 Wind
      Technology, Inc.	 Turbine
      Equipment
	 	 
	 Ikon
      Financial Services	 Equipment
      Lease


      

      


                      


                                   

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
6.15

      


      


      EXISTING
INVESTMENTS

      


       

      
        


        
          	
                  Investments
      by Borrower (excluding investments in Subsidiaries)

                	 
	 	 
	 
      	 	 	 
	 	
                  Non-Utility
      Property

                	 	$	2,416,241	 
	 	
                  Company
      Owned Life Insurance

                	 	 	61,654,661	 
	 	
                  Miscellaneous
      Notes Receivable

                	 	 	1,588,359	 
	 	
                  Total

                	 	$	65,659,260	 


        

        


        


        
          	
                  Investments
      by Subsidiaries

                	 
	 	 
	 
      Puget
      Western Inc.	 	 	 
	 	
                  Miscellaneous
      Notes Receivable

                	 	$	9,199,713	 
	 	
                  Investment
      in Kinetic Ventures

                	 	 	1,465,294	 
	 	
                  Other
      Investments

                	 	 	34,252,612	 
	 	
                  Total

                	 	$	44,917,619	 


        

        


               

        
          	 
      Hydro
      Energy Development Corp.	 	 	 
	 	
                  Investment
      in Black Creek Hydro

                	 	$	5,651,037	 
	 
      	 	 	 	 
	 	
                  Total
      Investments

                	 	$	116,227,916	 


        

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        

EXHIBIT
A

      


      


      NOTE

      


      


      


      U.S.$__________ 

       ________,
200_

      


      


      


      For value
received, PUGET SOUND ENERGY, INC., a Washington corporation (the “Borrower”),
hereby promises to pay to the order of ______________________________ (the
“Lender”),
on or before the Facility Termination Date (as defined in the Credit Agreement
referred to below), the principal amount of ______________________________
United States dollars (U.S.$__________) or, if less, the aggregate principal
amount of all Loans (as defined below) made by the Lender to the Borrower
pursuant to the Credit Agreement.  Unless otherwise defined herein,
terms defined in the Credit Agreement, when used herein, have the respective
meanings assigned to them in the Credit Agreement.

      


      The
Borrower promises to pay interest on the unpaid principal amount of each Loan,
from the date of such Loan until such principal amount is paid in full, at such
interest rates and at such times as specified in the Credit
Agreement.

      


      Both
principal and interest are payable in lawful money of the United States of
America, in immediately available funds, to The Bank of Nova Scotia, as
administrative agent (the “Administrative
Agent”), at its office located at 720 King St. W, 2nd Floor,
Toronto, Ontario, M5V 2T3 or as otherwise directed by the Administrative
Agent.  Each Loan and all payments made on account of the principal
thereof shall be recorded by the Lender and, before any transfer hereof,
endorsed on the schedule attached hereto, which is part of this
Note.

      


      This Note
is one of the “Notes” referred to in, and is entitled to the benefits
of, the Credit Agreement dated as of August 29, 2008 (as it may hereafter
be amended, restated, supplemented or otherwise modified from time to time, the
“Credit
Agreement”) among the Borrower, the Lender and the other financial
institutions party thereto and The Bank of Nova Scotia, as Administrative
Agent.  The Credit Agreement, among other things, (a) provides
for the making of term loans (the “Loans”) by
the Lender to the Borrower from time to time in an aggregate amount not to
exceed the U.S.-dollar amount first set forth above, the indebtedness of the
Borrower resulting from each Loan being evidenced by this Note, and
(b) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on account of
principal hereof before the maturity hereof upon the terms and conditions
specified therein.



      To the
extent permitted by law, the Borrower hereby waives presentment, demand, protest
and notice of any kind.  No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of any such rights.

      


      The
Borrower has caused this Note to be executed by its duly authorized
representative as of the date first written above.

      


      


      PUGET
SOUND ENERGY, INC.

      


      


      By:                                                      

      Name:                                                                

      Title:                                                                

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      SCHEDULE
TO NOTE

      


      


      


      
        	
                 

                 

                Date

              	 
      	
                 

                Amount

                of
      Loan

              	 
      	
                Amount
      of 

                Principal
      Paid

                or
      Prepaid

              	 
      	
                Unpaid
      

                Principal
      

                Balance

              	 
      	
                 

                Notation
      

                Made
      By

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      
 

       

      
 

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      EXHIBIT
B

      


      


      BORROWING
NOTICE

      


      


      


      __________,
200_

      


      


      


      The Bank
of Nova Scotia, as Administrative Agent

        under
the Credit Agreement

        referred
to below

      720 King
St. W

      2nd
Floor

      Toronto,
Ontario M5V 2T3

      Attn:  Syndication
Agency Services

      


      Ladies
and Gentlemen:

      


      The
undersigned, Puget Sound Energy, Inc., a Washington corporation, refers to the
Credit Agreement dated as of August 29, 2008 (as it may hereafter be amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among the undersigned, the lenders referred to therein and
The Bank of Nova Scotia, as Administrative Agent.  Terms defined in
the Credit Agreement and not otherwise defined herein have the same respective
meanings when used herein.  Pursuant to Section 2.2.3 of the Credit
Agreement, the undersigned hereby requests a Loan under the Credit Agreement and
in that connection sets forth below the information relating to such Loan (the
“Proposed
Loan”), as required by Section 2.2.3 of the Credit
Agreement.

      


      1.  The date of the Proposed
Loan is __________, 200_.

      


      2.  The aggregate amount of
the Proposed Loan is $_______________.

      


      3.  The Proposed Loan will be
composed of [Floating Rate Loans] [Eurodollar Loans].

      


      [4.  The initial Interest
Period for the Eurodollar Loans composing the Proposed Loan is __________
month[s].]

      


      The
undersigned hereby certifies that the following statements are true on the date
hereof and will be true on the date of the Proposed Loan:

       

              (a)             
no event has occurred and is continuing, or would result from the Proposed Loan
or from the application of the proceeds thereof, that constitutes a Default or
an Unmatured Default; and

       

                     
(b)             
the
representations and warranties contained in Article 5 of the Credit Agreement
are true and correct as of the date hereof and will be true and correct on the
date of the Proposed Loan, except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such
representation or warranty was true and correct on and as of such earlier
date.

      


      


      Very
truly yours,

      


      PUGET
SOUND ENERGY, INC.

      


      


      By: ______________________ 

      Name: ____________________

      Title:
_____________________



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
C

      


      


      CONVERSION/CONTINUATION
NOTICE

      


       

      The Bank
of Nova Scotia, as Administrative Agent

        under
the Credit Agreement

        referred
to below

      720 King
St. W

      2nd
Floor

      Toronto,
Ontario M5V 2T3

      Attn:  Syndication
Agency Services

      


      


      Ladies
and Gentlemen:

      


      The
undersigned, Puget Sound Energy, Inc., a Washington corporation, refers to the
Credit Agreement dated as of August 29, 2008 (as it may hereafter be amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among the undersigned, the lenders referred to therein and
The Bank of Nova Scotia, as Administrative Agent (in such capacity, the “Administrative
Agent”).  Terms defined in the Credit Agreement and not
otherwise defined herein have the same respective meanings when used
herein.

      


      The
undersigned hereby notifies the Administrative Agent pursuant to the Credit
Agreement that the undersigned elects to [convert Floating Rate Loans into
Eurodollar Loans] [continue all or a portion of an outstanding Eurodollar Loan
as a Eurodollar Loan] and in that connection sets forth below the information
relating to such [conversion] [continuation], as required by the Credit
Agreement.

      


      [Conversion:

      


      1.             The
date of such conversion is __________, 200_.

      


      2.           
 Loans that are Floating Rate Loans in the aggregate principal amount of
$_______________ are to be converted into Eurodollar Loans.

      


      3.            
The Interest Period for the new Eurodollar Loan is
______  month[s].]

      


      [Continuation:

      


      1.            
The date of such continuation is __________, 200_.

      


      2.            
The Eurodollar Loan to be continued, in whole or in part, is in the aggregate
principal amount of $__________ and was made on __________, 200_.

      


      3.            
[The entire] [$__________ in aggregate] principal amount of such Eurodollar Loan
is to be continued as a Eurodollar Loan.

      


      4.            
The Interest Period for the Eurodollar Loan to be continued is _____
month[s].]

      


      No
Default or Unmatured Default has occurred and is continuing or would result from
giving effect to the election to [convert] [continue] Loans made
hereby.

      


      Very
truly yours,

      


      PUGET
SOUND ENERGY, INC.

      


      


      By:                    
                                   

      Name:              
 
                                                 

      Title:                                                              

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
D

      


      


      COMPLIANCE
CERTIFICATE

      


      


      


      The
undersigned ____________________, the ____________________ of Puget Sound
Energy, Inc., a Washington corporation (the “Borrower”),
refers to the Credit Agreement dated as of August 29, 2008 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among the Borrower, the financial institutions party thereto
as lenders (the “Lenders”),
and The Bank of Nova Scotia, as Administrative Agent for the Lenders (the “Administrative
Agent”).  Capitalized terms used herein and not otherwise
defined shall have the respective meanings assigned to them in the Credit
Agreement.  The undersigned hereby certifies as to the accuracy of the
information set forth below as of __________, 200_ (the “Compliance
Date”).

      


      Debt
to Capitalization Ratio

      


                     
(a)           Consolidated
Indebtedness                $_______

      


                     
(b)           Total
Capitalization                              $_______

      


                                     
Ratio of a. to
b.:                                     _____
: 1.0

      


      (Section
6.11 of the Credit Agreement requires that the Borrower not permit the principal
amount of Consolidated Indebtedness to exceed 65% of Total Capitalization as of
the last day of any fiscal quarter.)

      


      As of the
Compliance Date, the undersigned represents and warrants to the Lenders and the
Administrative Agent that:  (a) no event has occurred and is
continuing that constitutes a Default or an Unmatured Default; and (b) the
representations and warranties contained in Article 5 of the Credit Agreement
are true and correct as of the Compliance Date and as of the date hereof, except
to the extent any such representation or warranty is stated to relate solely to
an earlier date, in which case such representation or warranty was true and
correct on and as of such earlier date.

      


      The
undersigned has executed this Certificate as of __________, 200_.

      


      


      


      


      Name:
___________________

      Title:
____________________

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
E

      


      


      ASSIGNMENT
AND ASSUMPTION

      


       

      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 [the] [each] Assignor identified in item 1
below ([the] [each, an] “Assignor”) and [the]
[each] Assignee identified in item 2 below ([the] [each, an] “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors] [the
Assignees] hereunder are several and not joint.]1  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by [the] [each]
Assignee.  The Standard Terms and Conditions set forth in Annex 1
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] [each] Assignor hereby irrevocably sells and assigns
to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby
irrevocably purchases and assumes from [the Assignor] [the respective
Assignors], 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] [the
respective Assignors’] rights and obligations in [its capacity as a Lender]
[their respective capacities as Lenders] 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] [the respective Assignors]
under [its][their] Commitment 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)] [the respective Assignors
(in their respective capacities as Lenders)] 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, but not limited to, 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 by [the] [any] Assignor to [the] [any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein
collectively as [the] [an] “Assigned
Interest”).  Each such sale and assignment is without recourse
to [the] [any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the] [any]
Assignor.

      


      1.            
Assignor[s]:                             ______________________________

      


      2.            
Assignee[s]:                             ______________________________

      [for each Assignee, indicate
[Affiliate] [Approved Fund] of [identify Lender]

      


      3.            
Borrower:                                  Puget
Sound Energy, Inc., a Washington corporation

      


      4.            
Administrative

      Agent:                                       The
Bank of Nova Scotia (“Scotia
Capital”), in such capacity

      


      
        	
                5.

              	
                Credit
      Agreement:

              	
                Credit
      Agreement dated as of August 29, 2008 among the Borrower, the financial
      institutions party thereto as Lenders, and Scotia Capital, as
      Administrative Agent

              


      

      


      
        	
                6.

              	
                Assigned
      Interest:

              


      

      


      
        	
                Aggregate
      Amount of 

                Commitments
      of all 

                Lenders

              	
                Amount
      of 

                Commitment
      

                Assigned2

              	
                Percentage
      Assigned of 

                Commitments3

              	
                CUSIP
      Number

              
	 
      	 
      	 
      	 
      
	
                      
      $

              	
                        
      $

              	
                %

              	 
      


      

      


      


      [7.           Trade
Date:                                ______________]4

       

      
 


      Effective
Date:   __________, 200_  [To be inserted by the Administrative
Agent and to be the effective date of recordation of transfer in the
Register.]

      


      The terms
set forth in this Assignment and Assumption are hereby agreed to:

      


      [NAME OF ASSIGNOR]

      


      


      By: _______________________                                                     

      Name: _____________________                                                               

      Title: ______________________                                                               

      


      


      


      [NAME OF ASSIGNEE]

      


      


      By: ________________________                                                    

      Name: ______________________                                                               

      Title: _______________________                                                               

      


      


      


      Consented
to and accepted:

      


      THE BANK
OF NOVA SCOTIA,

        as
Administrative Agent

      


      


      By: ________________________                                                     

      Name: ______________________                                                               

      Title: _______________________                                                               

      


      


      


      [Consented
to:]5

      


      PUGET
SOUND ENERGY, INC.

      
 

      
        By: ________________________                                                     

      

      Name: ______________________                                                               

      Title: _______________________                                                               

      


      
         

        
          	1
      	Include
      bracketed language if there are either multiple Assignors or multiple
      Assignees.
	2	Amount
      to be adjusted by the counterparties to take into account any commitment
      reductions made between the Trade Date and the Effective
Date.
	3	Set
      forth, to at least nine decimals, as a percentage of the Commitments of
      all Lenders.
	
                  4

                	
                  To
      be completed if the Assignor and the Assignee intend that the minimum
      assignment amount is to be determined as of the Trade
  Date.

                
	5	To
      be added only if the consent of the Borrower is required by the terms of
      the Credit Agreement.


        

        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

         

      

      ANNEX
1

      to
Assignment and Assumption

      


      STANDARD
TERMS AND CONDITIONS FOR

      ASSIGNMENT
AND ASSUMPTION

      


      


      15.           Representations and
Warranties.

      


      15.1         Assignor[s].  [The]
[Each] Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the]
[such] 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.

      


      15.2.        Assignee[s].  [The]
[Each] 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 meets all the
requirements to be an assignee under Section 12.1, 12.2 and 12.3 of the
Credit Agreement (subject to such consents, if any, as may be required under
such sections of the Credit Agreement), (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] [the relevant] Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated
with respect to decisions to acquire assets of the type represented by the
Assigned Interest and either it, or the person exercising discretion in making
its decision to acquire the Assigned Interest, is experienced in acquiring
assets of such type, (v) it has received a copy of the Credit Agreement,
and has received or has been accorded the opportunity to receive copies of the
most recent financial statements delivered pursuant to Section 6.9 thereof,
as applicable, and such other documents and information as it deems appropriate
to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the] [such] Assigned Interest, (vi) it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the] [such] Assigned Interest, and (vii) if it
is a Foreign 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] [such] Assignee; and
(b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, [the] [any] 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.

      


      16.           Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of [the] [each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the] [the relevant] Assignor for amounts
which have accrued to but excluding the Effective Date and to [the] [the
relevant] Assignee for amounts which have accrued from and after the Effective
Date.

      


      17.           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
F

      


      ACCOUNT
DESIGNATION LETTER

      


      


      August
__, 2008

      


      


      


      The Bank
of Nova Scotia, as Administrative Agent

        under
the Credit Agreement

        referred
to below

      720 King
St. W

      2nd
Floor

      Toronto,
Ontario M5V 2T3

      Attn:  Syndication
Agency Services

      


      Ladies
and Gentlemen:

      


      This Account Designation Letter is
delivered to you by Puget Sound Energy, Inc. (the “Borrower”), a
Washington corporation, pursuant to Section 4.1 of the Credit Agreement dated as
of August 29, 2008 (as amended, restated or otherwise modified, the “Credit Agreement”) by
and among the Borrower, the Lenders from time to time party thereto and The Bank
of Nova Scotia, as Administrative Agent (the “Administrative
Agent”).

      


      The Administrative Agent is hereby
authorized to disburse all Loan proceeds into the following account, unless the
Borrower shall designate, in writing to the Administrative Agent, one or more
other accounts:

      


      [INSERT
Name of Bank/

      ABA
Routing Number/

      and
Account Number]

      


      


      IN WITNESS WHEREOF, the undersigned has
executed this Account Designation Letter this __ day of August,
2008.

       

      PUGET SOUND ENERGY, INC.

      


      


      By: _______________________                                                    

      Name: _____________________                                                         

      Title: ______________________