Exhibit
10.2




AMENDMENT
TO




POWER
SALES CONTRACT




Executed
by




PUBLIC
UTILITY DISTRICT NO. 1 OF




DOUGLAS
COUNTY, WASHINGTON




AND




PUGET
SOUND POWER & LIGHT COMPANY







THIS AMENDMENT is made and
entered into as of the 9th day of February, 1965 between Public Utility District
No. 1 of Douglas County, Washington (hereinafter called “Douglas”), a
municipal corporation of the State of Washington, and Puget Sound Power &
Light Company (hereinafter called the “Purchaser”), a corporation organized and
existing under the laws of the State of Washington:




W
i t n e s s e t h :




Whereas,
Douglas and the Purchaser have heretofore entered into a contract (hereinafter
called the “Power Sales Contract”), as of the 18th day of September, 1963, and
Douglas and the other three Purchasers have heretofore entered into similar
contracts, to provide for the sale by Douglas, and the purchase by the
Purchasers, of power and energy to be produced by the Wells Project in excess of
the amounts required to provide for the actual and prospective needs of Douglas;
and




Whereas,
Douglas holds a license, issued July 12, 1962, as amended, from the Federal
Power Commission for Project No. 2149 which, together with an order of said
Commission, permits the inclusion in the electric generating plant of three
generating units in addition to the initial seven generating units included
therein; and




Whereas,
Douglas proposes to issue additional bonds to provide funds for defraying the
cost of acquisition, construction and installation of such three additional
generating units; the First Bond Resolution permits additional bonds to be
issued for such purpose, payable from the revenues of the Project on a parity
with the 1963 Bonds and secured by an equal charge and lien on such revenues;
and the First Bond Resolution requires, among other things, as conditions
precedent to the issuance of such additional bonds that Douglas shall have in
effect contracts for the sale of power and energy available from such additional
generating units, which contracts, among other things, shall contain terms with
respect to payments for such power and energy, no less favorable to Douglas than
the terms of the Power Sales Contracts; and




Whereas,
Douglas and the Purchasers desire to amend the Power Sales Contracts to provide
for the sale and purchase of the additional power and energy available from such
three additional generating units upon the same terms and conditions as are
applicable to the sale and purchase of the power and energy available from the
initial seven generating units; and




Whereas,
Douglas has the responsibility and the authority for the financing, construction
and operation of such three additional generating units;




Now,
Therefore, For and in Consideration of the Mutual Covenants and Agreements
Herein Contained, It is Agreed by and Between the Parties Hereto as
Follows:




Article
I.   Definitions of Terms used in this
Amendment.




As used
in this Amendment, the term “Power Sales Contracts” shall mean the Power Sales
Contract and the similar contracts entered into, as of the 18th day of
September, 1963, with the other Purchasers.




All other
terms used in this Amendment shall have the respective meanings set forth in
Section 2 or elsewhere in the Power Sales Contract except as otherwise
provided in Article II of this Amendment.




Article
II.   Amendment
of Definitions in the Power Sales Contract.




The
definitions contained in Section 2 of the Power Sales Contract are hereby
amended as follows:




(1)           “Wells
Project”.  For purposes of Sections 18 and 19 of the Power
Sales Contracts, and for purposes of the terms “Commencement of Normal Routine
Operation” and “Initial Date of Delivery” as such terms are used throughout the
Power Sales Contracts, “Wells
Project” shall have the meaning set forth in Section 2(c) of the
Power Sales Contracts; but for all other purposes of the Power Sales Contracts
(including, but without limitation, for purposes of the terms “Wells Project
Output” and “Cost of Acquisition and Construction”), “Wells Project” shall have the
meaning defined in said Section 2(c) but shall also include, in addition to the
initial seven generating units, the three additional generating units being
provided from the proceeds of the 1965 Bonds.




(2)           “Revenue Bonds” shall mean the
1963 Bonds issued under the First Bond Resolution, and the 1965 Bonds issued
under the First Supplemental Resolution, for the purpose of paying the Cost of
Acquisition and Construction and any other bonds (including bonds referred to in
Section 5(c) hereof) which, by the terms of the First Bond Resolution, are
permitted to be issued payable from the revenues of the Wells Project on a
parity with the 1963 Bonds and secured by an equal charge and lien on such
revenues.  The term “1963 Bonds” shall mean the
$184,000,000 principal amount of Wells Hydroelectric Revenue Bonds, Series of
1963; and the term “1965
Bonds” shall mean the additional bonds issued under the First
Supplemental Resolution to provide funds, among other things, to defray the cost
of acquisition, construction and installation of such three additional
generating units.




(3)           “Cost of Acquisition and
Construction” shall mean all costs of acquisition, construction,
installation and financing of the Wells Project, heretofore or hereafter paid or
accrued, including but not limited to:




(a)           Working
capital of Douglas in the amount of $1,500,000; provided that if it shall at any
time appear that the amount of working capital on hand is in excess of that
which is necessary or in excess of anticipated requirements in the future, such
amount may be reduced as referred to in Section 6(g) hereof;




(b)           Establishing
a Reserve Account in the Bond Fund pursuant to the First Bond Resolution to the
extent of one year’s interest on the 1963 Bonds and a reserve account in the
bond fund for the 1965 Bonds pursuant to the First Supplemental Resolution to
the extent of one year’s interest on the 1965 Bonds;




(c)           Establishing
a Reserve and Contingency Fund in the amount of $5,000,000 pursuant to the First
Bond Resolution;




(d)           Interest
accruing on the 1963 Bonds until Commencement of Normal Routine Operation or
until January 1, 1969, whichever is later, and interest accruing on the
1965 Bonds until September 1, 1972, except for such interest as is payable
by the Purchasers as part of Annual Power Costs for the Interim Delivery Period;
and




(e)           All
other items relating to payment of costs in connection with the acquisition,
construction, installation and financing of the Wells Project to the extent such
items constitute “Cost of Construction” as defined in Section 6.9 of the
First Bond Resolution or “Cost of Additional Units” as defined in
Section 1.2 C of the First Supplemental Resolution.




(4)           Section 2(m)
of the Power Sales Contract is amended to read as follows:




“(m)        ‘Bond
Resolution’ shall mean collectively the First Bond Resolution, the First
Supplemental Resolution and all other resolutions adopted by Douglas authorizing
the issue of Revenue Bonds.  The term ‘First-Bond- Resolution’ shall
mean Resolution No. 688 adopted by Douglas on October 4, 1963, a
certified copy of which has been delivered to the Purchaser; and the term ‘First
Supplemental Resolution’ shall mean Resolution No. 1096, adopted by Douglas
on February 9, 1965, a certified copy of which has been delivered to the
Purchaser.”




Article
III.   Other
Amendments to the Power Sales Contract.




Section 1
of the Power Sales Contract is amended to read as follows:




“Section
1.   Term of
Contract.  This contract shall be in full force and effect
until midnight of August 31, 2018, or until the 1963 Bonds, all Completion
Bonds as defined in the First Bond Resolution, and the 1965 Bonds are paid or
provision is made for the retirement thereof, whichever is later.”




Clause (ii)
of Section 5 (b) (2) of the Power Sales Contract is amended to read as
follows:




“(ii)
that proportion (not exceeding 100%) of the interest and principal payments
accruing during the Interim Delivery Period on all outstanding Revenue Bonds
(other than interest accruing on the 1965 Bonds during the Interim Delivery
Period and prior to September 1, 1972) which the number of generating units
installed, successfully tested as required by the specifications, except for the
index tests, and made ready and available for normal continuous operation bears
to the number seven (7), provided that the seventh unit shall not be deemed to
be so ready until the Commencement of Normal Routine Operation.”




Section 19
of the Power Sales Contract is amended by adding thereto the following
sentence:  “Douglas further agrees to proceed diligently with the
financing of the three additional generating units and, subject to
Uncontrollable Forces, plans to complete the acquisition, construction and
installation of such three additional generating units by March 1,
1969.”




Section 26
of the Power Sales Contract is amended to read as follows:




“Section 26.   Modification of Contract
Terms.  It is recognized by the parties hereto that, by virtue
of the Bond Resolution, this contract cannot be amended, modified or otherwise
altered by agreement of the parties in any manner that will impair or adversely
affect the security afforded by the provisions of this contract for the purchase
and sale of a portion of Wells Project Output for the payment of the principal,
interest and premium, if any, on Revenue Bonds as they respectively become
payable, as long as any of the Revenue Bonds are outstanding and unpaid or until
provision is irrevocably made for the payment thereof.”




In
Witness Whereof, the parties hereto have caused this agreement to be executed by
their proper officers respectively, being thereunto duly authorized, and their
respective corporate seals to be hereto affixed, the day and year first above
written.




Public
      Utility District No. 1 of
              Douglas
      County, Washington(Seal)
            
            By           /s/
      Lloyd McLean
              PresidentBy           /s/
      Michael Doneen
              Vice
  PresidentAttest:/s/
      Howard PreySecretaryPuget
      Sound Power & Light Company(Seal)By           /s/
      Ralph M. Davis
              PresidentAttest:/s/                 J.
      H. King
              Asst. Secretary