PE-EX10.2_2012.31.3-Q1






Exhibit 10.2






AMENDMENT NO. 1
to
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 (“Amendment”) is made as of April 6, 2012 by and among Puget Energy, Inc. (“Borrower”), the Lenders party hereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).  
WHEREAS, Borrower, Lenders and Administrative Agent are parties to that certain Credit Agreement, dated as of February 10, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;
WHEREAS, the Lenders party hereto and the Administrative Agent have agreed to such amendments on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent have agreed to enter into this Amendment.
1.Amendments to Credit Agreement.  Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:
(a)    The definition of “Existing Indebtedness” appearing in Section 1.01 of the Credit Agreement is hereby amended to insert the phrase “(i) under this Agreement or (ii)” immediately preceding the phrase “that is outstanding on the Effective Date” appearing therein.
(b)    The proviso appearing in clause (vi) of the definition of “Permitted Refinancing Indebtedness” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:  “provided, however, that the foregoing requirements shall not apply to pricing terms in respect of any Indebtedness being so refinanced so long as such pricing is consistent with then prevailing market pricing”.
(c)    Clause (u) of Section 6.01 of the Credit Agreement is amended to insert the phrase “or to refinance Permitted Refinancing Indebtedness that was secured by such Liens” at the end thereof.


2.Conditions of Effectiveness.  The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent.
3.Representations and Warranties of the Borrower.  The Borrower hereby represents and 









warrants as follows:
(a)This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of the Borrower 
(b)and are enforceable against the Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c)As of the date hereof and giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, are true and correct as of the date hereof.
4.Reference to and Effect on the Credit Agreement.
(a)Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Financing Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b)Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5.Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.
6.Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7.Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.
[Signature Pages Follow]













IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
	
		
	PUGET ENERGY, INC., 
as the Borrower

	 

	By: /s/ Donald E. Gaines

	 
	Name:  Donald E. Gaines

	 
	Title:  Vice President Finance and Treasurer

	 

	JPMORGAN CHASE BANK, N.A., 
as a Lender and as Administrative Agent

	 

	By: /s/ Helen D. Davis 

	 
	Name: Helen D. Davis

	 
	Title: Vice President

	 

	THE ROYAL BANK OF SCOTLAND PLC, 
as a Lender 

	 

	By: /s/ Andrew N. Taylor

	 
	Name: Andrew N. Taylor

	 
	Title: Vice President

	 

	The Bank of Nova Scotia,
 as a Lender 

	 

	By: /s/ Brenda S. Insull

	 
	Name: Brenda S. Insull

	 
	Title: Authorized Signatory

	 

	Scotiabanc Inc.,
 as a Lender 

	 

	By: /s/ J.F. Todd

	 
	Name: J.F. Todd

	 
	Title: Managing Director

	 















	
		
	Barclays Bank PLC,
 as a Lender 

	 

	By: /s/ Vanessa A. Kurbatskiy

	 
	Name: Vanessa A. Kurbatskiy

	 
	Title: Vice President

	 
	 

	By: /s/ J.F. Todd

	 
	Name: J.F. Todd

	 
	Title: Managing Director

	 
	 

	SunTrust Bank,
 as a Lender 

	 

	By: /s/ ann Pirio

	 
	Name: ann Pirio

	 
	Title: Director

	 

	

Union Bank, N.A., 
as a Lender 

	 

	By: /s/ Jeffrey P. Fesenmaier

	 
	Name: Jeffrey P. Fesenmaier

	 
	Title: Vice President

	 




Cobank, acb, 
as a Lender


By: /s/ [Illegible]
Name: [Illegible]
Title: Vice President


export development canada,
 as a Lender


By: /s/ Kevin Skilliter
Name: Kevin Skilliter
Title: Senior Asset Manager


By: /s/ Andrew Baechler
Name: Andrew Baechler
Title: Loan Portfolio Manager


keybank national association, 
as a Lender


By: /s/ Keven D. Smith
Name: Keven D. Smith
       Title: Senior Vice President











us bank, national association, 
as a Lender


By: /s/ Michael T. Sagges
Name: Michael T. Sagges
       Title: Vice President


bank of america, n.a., 
as a Lender


By: /s/ James J. Teichman
Name: James J. Teichman
       Title: Senior Vice President


wells fargo bank, n.a., 
as a Lender


By: /s/ Yann Blindert
Name: Yann Blindert
       Title: Vice President


canadian imperial bank of commerce, New York Agency, 
as a Lender


By: /s/ Robert Casey
Name: Robert Casey
       Title: Authorized Signatory


By: /s/ Jonathan J. Kim
Name: Jonathan J. Kim
       Title: Authorized Signatory


AssociateD Bank, n.a., 
as a Lender


By: /s/ Kristin A. Isleib
 Name: Kristin A. Isleib
                                    Title: Senior Vice President