EXECUTION
COPY


CREDIT
AGREEMENT




Dated as
of May 16, 2008




among




PUGET
MERGER SUB INC.


as
Borrower,




BARCLAYS
BANK PLC


as
Facility Agent,




and




THE
LENDERS PARTY HERETO




___________________




DRESDNER
BANK AG NEW YORK BRANCH


COBANK,
ACB


as
Co-Syndication Agents




and




THE BANK
OF NOVA SCOTIA


THE ROYAL
BANK OF SCOTLAND PLC


as
Co-Documentation Agents




___________________




BARCLAYS
CAPITAL, the investment banking division of Barclays Bank PLC and


DRESDNER
BANK AG NEW YORK BRANCH


as Joint
Mandated Lead Arrangers and Joint Bookrunners













TABLE
OF CONTENTS











ARTICLE I
      Definitions and Accounting Terms




SECTION 1.01.
            Defined
      Terms


SECTION 1.02.
            Other
      Interpretive Provisions


SECTION 1.03.
            Accounting
      Terms and Principles


SECTION 1.04.
            Rounding


SECTION 1.05.
            References
      to Agreements, Laws, Etc.


SECTION 1.06.
            Times
      of Day


SECTION 1.07.
            Timing
      of Payment of Performance


SECTION 1.08.
            Authorized
      Officers




ARTICLE II
      The Commitments and Credit Extensions and
  Continuations




SECTION 2.01.
            The
      Loans


SECTION 2.02.
            Borrowings


SECTION 2.03.
            Prepayments;
      Reduction and Termination of
Commitments


SECTION 2.04.
            Repayment
      of Loans


SECTION 2.05.
            Interest


SECTION 2.06.
            Fees


SECTION 2.07.
            Computation
      of Interest and Fees


SECTION 2.08.
            Evidence
      of Indebtedness


SECTION 2.09.
            Payments
      Generally.


SECTION 2.10.
            Sharing
      of Payments


SECTION 2.11.
            Incremental
      Facility




ARTICLE III
      Taxes, Increased Costs Protection and
Illegality




SECTION 3.01.
            Taxes.


SECTION 3.02.
            Illegality


SECTION 3.03.
            Inability
      to Determine Rates


SECTION 3.04.
            Increased
      Cost and Reduced Return; Capital Adequacy; Reserves on LIBO Rate
      Loans


SECTION 3.05.
            Matters
      Applicable to All Requests for
Compensation


SECTION 3.06.
            Replacement of Lenders Under Certain Circumstances


SECTION 3.07.
            Survival




ARTICLE IV
      Conditions Precedent




SECTION 4.01.
            Effective
      Date


SECTION 4.02.
            Financial
      Closing Date


SECTION 4.03.
            Conditions
      to All Borrowings




ARTICLE V
      Representations and Warranties




SECTION 5.01.
            Existence,
      Qualification and Power; Compliance with
Laws


SECTION 5.02.
            Binding
      Effect


SECTION 5.03.
            Authorization;
      No Contravention


SECTION 5.04.
            Governmental
      Authorization; Other Consents


SECTION 5.05.
            Taxes


SECTION 5.06.
            No
      Default


SECTION 5.07.
            Financial
      Statements; No Material Adverse Effect;
  Indebtedness


SECTION 5.08.
            Ranking


SECTION 5.09.
            Ownership
      of Assets


SECTION 5.10.
            No
      Other Business


SECTION 5.11.
            Insurance


SECTION 5.12.
            Disclosure


SECTION 5.13.
            Subsidiaries;
      Equity Interests


SECTION 5.14.
            No
      Dividend Restrictions


SECTION 5.15.
            Litigation


SECTION 5.16.
            Solvency


SECTION 5.17.
            Margin
      Regulations; Investment Company Act; USA PATRIOT Act; Federal Power
      Act


SECTION 5.18.
            ERISA
      Compliance


SECTION 5.19.
            Environmental
      Compliance


SECTION 5.20.
            Labor
      Disputes


SECTION 5.21.
            Affiliate
      Transactions


SECTION 5.22.
            The
      Merger


SECTION 5.23.
            Collateral




ARTICLE VI
      Affirmative Covenants




SECTION 6.01.
            Financial
      Statements


SECTION 6.02.
            Compliance
      Certificate


SECTION 6.03.
            Notices


SECTION 6.04.
            Remedial
      Plan; Lock-Up Event


SECTION 6.05.
            Compliance
      with Laws


SECTION 6.06.
            Preservation
      of Existence, Etc.


SECTION 6.07.
            Compliance
      with Environmental Laws


SECTION 6.08.
            Maintenance
      of Properties; Ownership of Operating
Companies


SECTION 6.09.
            Maintenance
      of Insurance


SECTION 6.10.
            Use
      of Proceeds


SECTION 6.11.
            Interest
      Hedging Agreements


SECTION 6.12.
            Priority
      and Application of Cash
Distributions


SECTION 6.13.
            Payment
      of Obligations


SECTION 6.14.
            Cooperation


SECTION 6.15.
            Books
      and Records


SECTION 6.16.
            Transaction
      Documents; Material Documents


SECTION 6.17.
            Maintenance
      of Ratings


SECTION 6.18.
            Inspection
      Rights


SECTION 6.19.
            Capital
      Expenditures




ARTICLE VII
      Negative Covenants




SECTION 7.01.
            Liens


SECTION 7.02.
            Dispositions


SECTION 7.03.
            Indebtedness


SECTION 7.04.
            Investments


SECTION 7.05.
            Restricted
      Payments; Lock-Up Account


SECTION 7.06.
            Fundamental
      Changes


SECTION 7.07.
            Operating
      Leases


SECTION 7.08.
            Nature
      of Business


SECTION 7.09.
            Transactions
      with Affiliates; Affiliate Services
Agreements


SECTION 7.10.
            Subsidiaries


SECTION 7.11.
            Accounting
      Changes


SECTION 7.12.
            Restrictive
      Agreements


SECTION 7.13.
            Abandonment


SECTION 7.14.
            Certain
      Financial Covenants


SECTION 7.15.
            Existing
      Indebtedness


SECTION 7.16.
            Preservation
      of Rights


SECTION 7.17.
            Equity
      Issuance




ARTICLE VIII
      Events of Default and Remedies




SECTION 8.01.
            Events
      of Default


SECTION 8.02.
            Remedies
      Upon Event of Default


SECTION 8.03.
            Application
      of Funds


SECTION 8.04.
            Equity
      Investors’ Right to Cure




ARTICLE IX
      Facility Agent and Other Agents




SECTION 9.01.
            Appointment
      and Authorization of Agents


SECTION 9.02.
            Delegation
      of Duties


SECTION 9.03.
            Liability
      of Agents


SECTION 9.04.
            Reliance
      by Agents


SECTION 9.05.
            Notice
      of Default


SECTION 9.06.
            Credit
      Decision; Disclosure of Information by
Agents


SECTION 9.07.
            Indemnification
      of Agents


SECTION 9.08.
            Agents
      in Their Individual Capacities


SECTION 9.09.
            Successor
      Agents


SECTION 9.10.
            Facility
      Agent May File Proofs of Claim


SECTION 9.11.
            Other
      Agents; Arrangers and Managers




ARTICLE X
      Miscellaneous




SECTION 10.01.
            Amendments,
      Etc.


SECTION 10.02.
            Notices
      and Other Communications; Facsimile
Copies


SECTION 10.03.
            No
      Waiver; Cumulative Remedies


SECTION 10.04.
            Attorney
      Costs and Expenses


SECTION 10.05.
            Indemnification
      by the Borrower


SECTION 10.06.
            Payments
      Set Aside


SECTION 10.07.
            Successors
      and Assigns


SECTION 10.08.
            Confidentiality


SECTION 10.09.
            Setoff


SECTION 10.10.
            Counterparts


SECTION 10.11.
            Integration


SECTION 10.12.
            Survival
      of Representations and Warranties


SECTION 10.13.
            Severability


SECTION 10.14.
            GOVERNING
      LAW


SECTION 10.15.
            WAIVER
      OF RIGHT TO TRIAL BY JURY


SECTION 10.16.
            Binding
      Effect


SECTION 10.17.
            Lender
      Action


SECTION 10.18.
            USA
      PATRIOT Act





SCHEDULES




1.01A
            Initial
      Material Adverse Effect


1.01B
            Scheduled
      Base CapEx


2.01
            Commitments


5.04
            Governmental
      Authorizations; Other Consents


5.13A
            Subsidiaries


5.13B
            Equity
      Interests


5.14
            Dividend
      and Other Restrictions


5.15
            Existing
      Litigation


5.19
            Environmental
      Matters


5.21
            Equity
      Investor Affiliate Transactions


6.08
            Dispositions


6.09
            Insurance


6.11(b)
            Interest
      Hedging Protocol


7.01(b)
            Existing
      Liens


7.03(b)
            Existing
      Indebtedness


7.04(m)
            Existing
      Investments


10.02
            Facility
      Agent’s Office; Certain Addresses for
Notices





EXHIBITS




A
            Form
      of Borrowing Request


B-1
            Form
      of Term Note


B-2
            Form
      of Capital Expenditure Loan Note


C-1
            Form
      of Security Agreement


C-2
            Form
      of Pledge Agreement


C-3
            Form
      of Parent Guarantee


D
            Form
      of Assignment and Assumption


E-1
            Form
      of Opinion of Latham & Watkins
LLP


E-2
            Form
      of Opinion of Perkins Coie LLP


E-3
            Form
      of Opinion of Kirkpatrick & Lockhart Preston Gates Ellis
      LLP


F
            Form
      of Collateral Agency Agreement


G-1
            Form
      of Financial Condition Certificate of
Borrower


G-2
            Form
      of Financial Condition Certificate of
Parent


H
            Form
      of Operating Company Credit
Agreement


I
            Terms
      of Subordination


J
            Form
      of Assumption Agreement










CREDIT
AGREEMENT




This
CREDIT AGREEMENT (“Agreement”) is
entered into as of May 16, 2008, among PUGET MERGER SUB INC., a Washington
corporation (the “Merger Sub”),
BARCLAYS BANK PLC, as Facility Agent and each lender from time to time party
hereto (collectively, the “Lenders” and
individually, a “Lender”).




RECITALS




Pursuant
to the Merger Agreement (as this and other capitalized terms used in these
recitals are defined in Section 1.01
below), the separate existence of the Merger Sub shall cease and the Merger Sub
shall be merged with and into Puget Energy, Inc.,  a Washington
corporation (the “Company”) (such
merger, the “Merger”).  The
Company shall be the surviving corporation in the Merger, shall continue its
corporate existence under the laws of the State of Washington and, following the
Merger, the Company shall succeed to and assume all of the rights and
obligations of the Merger Sub under this Agreement.  The Merger Sub
(prior to the Effective Time) and the Company (upon and after the Effective
Time) are referred to herein as the “Borrower”.




In
connection with the Merger, the Merger Sub has requested that the Lenders extend
credit to the Borrower in the form of (i) term loans in an aggregate amount
of up to $1,425,000,000 for the purpose of financing the Merger, paying fees and
expenses in connection therewith and refinancing certain outstanding
Indebtedness of the Borrower Group and (ii) term loans for the purpose of
financing certain Utility Capital Expenditures (as further described herein) in
an aggregate amount of up to $1,000,000,000, and the Lenders have indicated
their willingness to extend credit to the Borrower on the terms and subject to
the conditions set forth herein.




In
consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:




ARTICLE I




DEFINITIONS AND ACCOUNTING
TERMS




SECTION 1.01.  Defined
Terms .  As
used in this Agreement, the following terms shall have the meanings set forth
below:




“Additional CapEx”
means any generation-related Capital Expenditures or generation-related
acquisitions which are not Base Capital Expenditures and which individually, or
together as a series of related Capital Expenditures or acquisitions, exceed
$100,000,000.




“Additional Lender”
has the meaning specified in Section
2.11(d).




“Affiliate” means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.




“Affiliate Service
Agreements” means any contract or agreement between the Borrower or any
Subsidiary and an Affiliate thereof providing for accounting, tax, treasury,
advisory or other professional services to the Borrower or any
Subsidiary.




“AFUDC” means the cost
of both the debt and equity funds used to finance utility plant additions during
the construction period for such additions, determined in accordance with
GAAP.




“Agent-Related
Persons” means the Agents, together with their respective Affiliates, and
the officers, directors, employees, agents and attorneys-in-fact of such Persons
and Affiliates.




“Agents” means,
collectively, the Facility Agent and the Collateral Agent.




“Agreement” has the
meaning specified in the introduction to this Agreement.




“Alternate Base Rate”
means, for any day, a rate per
annum equal to the greater of (a) the Prime Rate in effect on such
day, and (b) the Federal Funds Rate in effect on such day plus 1⁄2 of
1%.  Any change in the Alternate Base Rate due to a change in the
Prime Rate or the Federal Funds Rate shall be effective from and including the
effective date of such change in the Prime Rate or the Federal Funds Rate,
respectively.




“Alternate Base Rate
Loan” means any Loan which bears interest at the Alternate Base
Rate.




“Anti-Terrorism Order”
has the meaning specified in Section 5.17(c).




“Applicable Margin”
means a percentage per
annum determined as follows based upon the lower of the ratings for the
Facilities from Moody’s and S&P listed for the applicable agency in the
table below; provided, however, if the then
applicable ratings from Moody’s and S&P are two or more levels apart, the
higher of such ratings shall be deemed to be one level above the lower of the
two ratings (for example only, if the ratings for the Facilities are BB from
S&P and Baa3 from Moody’s, the Baa3 rating from Moody’s shall be deemed to
be Ba1 from Moody’s):




Rating
            Applicable Margin for LIBO Rate Loans
      (%per
      annum)
            Applicable Margin for Alternate Base Rate Loans
      (%per
      annum)
            Commitment Fee (%per annum)BB+
      (S&P) and Ba1 (Moody’s) or higher
            2.00%
            1.00%
            0.75%BB+
      and Ba2 or BB and Ba1
            2.25%
            1.25%
            0.84%BB
      and Ba2
            2.50%
            1.50%
            0.94%BB-
      or Ba3
            3.25%
            2.25%
            1.22%B+
      or B1 or below or unrated by either Moody’s or S&P
            4.50%
            3.50%
            1.69%





“Approved Bank” has
the meaning specified in clause (c) of
the definition of “Cash
Equivalents”.




“Approved Fund” means
any Fund that is administered, advised or managed by a Lender or an Affiliate of
a Lender.




“Assignees” has the
meaning specified in Section 10.07(b).




“Assignment and
Assumption” means an Assignment and Assumption substantially in the form
of Exhibit D.




“Assumption Agreement”
means an Assumption Agreement substantially in the form of Exhibit
J.




“Attorney Costs” means
and includes, as the context requires, all reasonable and documented fees,
expenses and disbursements of any external legal counsel.




“Attributable
Indebtedness” means, on any date, in respect of any Capitalized Lease of
any Person, the capitalized amount thereof that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP.




“Authorized Officer”
means the chief executive officer, president, chief financial officer, chief
accounting officer, treasurer or assistant treasurer or other similar officer of
the Borrower or any Subsidiary and, as to any document delivered on the
Financial Closing Date, any secretary or assistant secretary of the Borrower or
any Subsidiary.




“Base Capital
Expenditures” means Capital Expenditures that are (i) required to be
made by applicable Law, (ii) undertaken for health and safety reasons,
(iii) undertaken to maintain and operate assets in accordance with Good
Utility Practice, or (iv) required under any Contractual Obligations not
entered into with the intention of circumventing the restrictions contained in
this definition.




“Blackout Period” has
the meaning specified in Section
10.07(b).




“Borrower” has the
meaning specified in the recitals to this Agreement.




“Borrower Affiliate”
means any Affiliate of the Borrower other than Macquarie
Affiliates.




“Borrower Cash Interest
Expense” means, for any period, with respect to the Borrower determined
in accordance with GAAP exclusive of any consolidated subsidiaries of the
Borrower, the total interest expense (which for the avoidance of doubt, shall
not include the benefit of AFUDC) of the Borrower for such period, less the sum
of (in each case, to the extent included in determining total interest expense)
(a) interest on any debt of the Borrower that is not payable in cash during such
period, including any capitalized interest, (b) amortization of debt issuance
costs, debt discount or premium and other financing fees and expenses incurred
by the Borrower during such period and (c) all other non-cash items included in
such calculation of interest expense during such period.




“Borrower Group” means
the Borrower and the Operating Companies1 and “Borrower Group
Member” means any of the Borrower or any Operating Company.




“Borrower Interest”
means, for any period, the aggregate Borrower Cash Interest Expense for such
period, including the portion of any payments made in respect of Capitalized
Lease liabilities allocable to interest expense, plus the aggregate scheduled
recurring fees, in each case, in respect of Indebtedness of the Borrower for
such period, plus the net amount payable (or minus the net amount receivable) by
the Borrower under Interest Hedging Agreements relating to Indebtedness of the
Borrower (other than any such amount payable or receivable by the Borrower
during such period as a result of the termination or reduction of the notional
amount of any Interest Hedging Agreements to the extent such amount payable or
receivable is not already included in Borrower Cash Interest Expense), in each
case calculated in accordance with GAAP.  For the avoidance of doubt,
Borrower Interest shall exclude make whole payments.




“Borrower Side Person”
has the meaning specified in the third proviso of Section
10.01.




“Borrowing” means a
Capital Expenditure Loan Borrowing or a Term Loan Borrowing, as the context may
require.




“Borrowing Request”
means each loan request and certificate duly executed by an Authorized Officer
of the Borrower, substantially in the form of Exhibit A
delivered to the Facility Agent.




“Business Day” means
any day:




(a)  which is
neither a Saturday or Sunday nor a legal holiday on which banks are authorized
or required to be closed in New York, New York or Bellevue, Washington;
and




(b)  relative
to the making, continuing, prepaying or repaying of any LIBO Rate Loans, on
which dealings in Dollars are carried on in the London interbank
market.




“Business Plan” has
the meaning specified in Section 6.01(d).




“Calculation Date”
means, as applicable, the date that is (a) with respect to the end of the fiscal
year of the Borrower, the earlier of the delivery of financial statements
referred to in Section
6.01(a) and 90 days after the end of such fiscal year, and (b) with
respect to the first three fiscal quarters of the Borrower, the earlier of
delivery of the financial statements referred to in Section 6.01(b) and
45 days after the end of such fiscal quarter.




“Capital Expenditure
Availability Period” means the period from and including the Financial
Closing Date until the earlier of (a) the date of termination of the
Capital Expenditure Commitments in accordance with this Agreement and
(b) the date that is ten (10) Business Days prior to Final Maturity
Date.




“Capital Expenditure
Commitment” means, as to any Capital Expenditure Lender, its obligation
to make Capital Expenditure Loans to the Borrower in an aggregate principal
amount not to exceed the amount set forth opposite such Capital Expenditure
Lender’s name on Schedule 2.01 hereto
under the caption “Capital Expenditure Commitment” or in the Assignment and
Assumption pursuant to which such Capital Expenditure Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.  The aggregate amount of the Capital
Expenditure Commitments of all Capital Expenditure Lenders as of the Effective
Date is $1,000,000,000.




“Capital Expenditure
Lender” means, at any time, any Lender that has a Capital Expenditure
Commitment or that holds a Capital Expenditure Loan at such time.




“Capital Expenditure
Loan” means a Loan made pursuant to Section
2.01(b).




“Capital Expenditure Loan
Borrowing” means a borrowing consisting of Capital Expenditure Loans of
the same Type and, in the case of LIBO Rate Loans, having the same Interest
Period made by each of the Capital Expenditure Lenders pursuant to Section
2.01(b).




“Capital Expenditure
Note” means a promissory note of the Borrower payable to any Capital
Expenditure Lender, in substantially the form of Exhibit B-2 hereto,
evidencing the aggregate Indebtedness of the Borrower to such Capital
Expenditure Lender resulting from the Capital Expenditure Loans made by such
Capital Expenditure Lender.




“Capital Expenditures”
means, with respect to any Person, the aggregate of (a) all expenditures
(whether paid in cash or accrued as liabilities) by such Person that, in
conformity with GAAP, are required to be included as additions during such
period to Property, plant or equipment reflected in the balance sheet of such
Person and (b) the value of all assets under Capitalized Leases incurred by
such Person.




“Capitalized Leases”
means all leases that have been or should be, in accordance with GAAP, recorded
as capitalized leases; provided that for all
purposes hereunder the amount of obligations under any Capitalized Lease shall
be the amount thereof accounted for as a liability in accordance with
GAAP.




“Cash Available for Borrower
Debt Service” means, for any period, actual Cash Distributions received
by the Borrower from the Operating Companies during such period minus any
expenses of the Borrower incurred in connection with its activities permitted
pursuant to Section
7.08(b)(A), (B) or (C).




“Cash Distributions”
means (i) any dividend or other distribution paid in cash with respect to
any Equity Interest held by the Borrower in any Operating Company, (ii) any
payment in cash on account of the purchase, redemption, retirement, defeasance,
acquisition, cancellation or termination of any such Equity Interest, or on
account of any return of capital to the Borrower in respect of any such Equity
Interest, (iii) any payment in cash to the Borrower by any Operating
Company of interest on or principal of Intercompany Loans made by the Borrower
to any Subsidiary, or (iv) any amount paid in cash to the Borrower by any
of its Subsidiaries pursuant to any tax-sharing arrangements, in each case other
than such payments in respect of the Borrower’s or its Subsidiaries’ allocable
share of tax liabilities of the consolidated tax group for U.S. Federal income
tax purposes of which Puget Holdings is the “common parent”
(within the meaning of Section 1504 of the Code) or any similar state,
local or foreign tax liabilities, in each case which are actually paid during
the relevant period.




“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the
Borrower or any Subsidiary:




(a)  Dollars
held by it from time to time in the ordinary course of business;




(b)  readily
marketable obligations issued or directly and fully guaranteed or insured by the
government or any agency or instrumentality of the United States or having
maximum maturities of not more than one (1) year from the date of
acquisition thereof;




(c)  time
deposits with, or insured certificates of deposit or bankers’ acceptances of,
any commercial bank that (i) is a Lender or (ii) (A) (x) is
organized under the Laws of the United States or any state thereof, and is a
member of the Federal Reserve System and (y) has combined capital and
surplus of at least $1,000,000,000 and has outstanding unguaranteed and
unsecured long-term indebtedness that is rated A-/A3 or better by S&P and/or
Moody’s, or (B) is one of the twenty-five largest banks in the United
States ranked by deposits and having a short-term deposit rating of A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody’s (any such bank in the foregoing clause (i) or
(ii) being an
“Approved
Bank”), in each case with maximum maturities of not more than
one (1) year from the date of acquisition thereof;




(d)  commercial
paper and variable or fixed rate notes issued by an Approved Bank or commercial
paper and variable or fixed rate notes issued by, or guaranteed by, a
corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1
(or the equivalent thereof) or better by Moody’s, in each case with maximum
maturities of not more than two hundred seventy (270) days from the date of
acquisition thereof; provided that no more
than $50,000,000 in the aggregate of such commercial paper per issuer shall be
outstanding at any time;




(e)  repurchase
agreements fully secured by obligations described in clause (b) above
with any Approved Bank; and




(f)  Investments
with maximum maturities of twelve (12) months or less from the date of
acquisition in (i) money market funds rated AAA (or the equivalent thereof) or
better by S&P or Aaa (or the equivalent thereof) or better by Moody’s that
are registered under the Investment Company Act of 1940, as amended, and which
are administered by an Approved Bank, and the portfolios of which are limited
solely to Investments of the character, quality and maturity described in the
foregoing clauses
(b), (c), (d) and (e) or (ii) the
Federal Municipal Obligations Fund (or its successors) so long as such fund is
rated AA (or the equivalent thereof) or better by S&P or Fitch Ratings Ltd.
at the time of such Investment.




“Cash Interest
Expense” means, for any period, with respect to the Borrower Group
determined on a consolidated basis without duplication in accordance with GAAP,
the total interest expense (which for the avoidance of doubt, shall not include
the benefit of AFUDC) of the Borrower Group for such period, less the sum of (a)
interest on any debt that is not payable in cash during such period, including
any capitalized interest, (b) amortization of debt issuance costs, debt discount
or premium and other financing fees and expenses incurred by any member of the
Borrower Group during such period and (c) all other non-cash items included in
such calculation of interest expense during such period.




“Cash Management
Obligations” means obligations owed by any Borrower Group Member to any
Lender or any Affiliate of a Lender in respect of any overdraft and related
liabilities arising from treasury, depository and cash management services or
any automated clearing house transfers of funds.




“Cash Sweep Calculation
Date” means the date that is four (4) Business Days after a Calculation
Date occurring after a Cash Sweep Date.




“Cash Sweep Date”
means any Quarter End Date which is the last day of any period in respect of
which a Lock-Up Event has been continuing for three (3) or more consecutive
Quarter End Dates (including such Quarter End Date).




“Casualty Event” means
any event or any series or related events that gives rise to the receipt by any
Borrower Group Member of any insurance proceeds or condemnation awards in
respect of any equipment, fixed assets or real property (including any
improvements thereon) to replace or repair such equipment, fixed assets or real
property.




“CFO” means the chief
financial officer of the Borrower or person holding a similar
position.




“Change in Law” means
(a) the adoption of any law, rule or regulation, (b) any change in
law, rule or regulation or in the interpretation or application thereof by any
Governmental Authority, or (c) the adoption or making of any
interpretation, request, guideline or directive applying to any Lender (or, for
purposes of Section 3.04 of
this Agreement, to any Lending Office of such Lender or to such Lender’s holding
company, if any) (whether or not having the force of law) by any Governmental
Authority made or issued after the Effective Date in each of clause (a),
(b), or (c) first made
effective and applicable to a Lender after the Effective Date (or in the case of
a Lender that becomes a party to this Agreement after the Effective Date, after
the date such Lender becomes a party hereto).




“Change of Control”
means the earliest to occur of (a) Macquarie shall fail to own and control,
directly or indirectly, in the aggregate at least 33.33% of the issued and
outstanding common Equity Interests in Puget Holdings, the Parent or the
Borrower or (b) in the event that Macquarie shall fail to own and control,
directly or indirectly, in the aggregate more than 50.1% of the issued and
outstanding common Equity Interests in Puget Holdings, the Parent or the
Borrower, the Board of Directors (or comparable governing body) of Puget
Holdings, the Parent or the Borrower, as the case may be, have not entered into
arrangements, after such failure by Macquarie, to provide in all material
respects that, with respect to the Parent and the Borrower (i) amendments
to the constitutive documents, (ii) mergers, (iii) acquisition,
disposition or encumbrance of material assets or assets with value in excess of
$75,000,000 (as adjusted annually for inflation), (iv) reductions or
replenishments of capital with a value in excess of $75,000,000 (as adjusted
annually for inflation), (v) liquidation, dissolution or bankruptcy and
(vi) change in business lines, will require the approval of the members of the
Board of Directors (or comparable governing body) representing holders of, or
holders of common Equity Interests  representing, more than 66.67% of
the issued and outstanding common Equity Interests in Puget Holdings, the Parent
or the Borrower, as the case may be.




“Claim” has the
meaning specified in Section 10.05(b).




“Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
constituting such Borrowing, are Term Loans or Capital Expenditure Loans and,
when used in reference to any Commitment, refers to whether such Commitment is a
Term Loan Commitment or Capital Expenditure Commitment.




“Code” means the U.S.
Internal Revenue Code of 1986, as amended from time to time, and rules and
regulations related thereto.




“Co-Documentation
Agents” means, collectively, The Bank of Nova Scotia and The Royal Bank
of Scotland plc, each in its capacity as a documentation agent
hereunder.




“Collateral” means all
the “Collateral”, as defined in the Security Agreement and the Pledge
Agreement.




“Collateral Agency
Agreement” means the Collateral Agency Agreement, dated as of the
Financial Closing Date, among the Collateral Agent, the Facility Agent, the
Interest Rate Hedge Banks and the Borrower, substantially in the form of Exhibit F.




“Collateral Agent”
means Barclays Bank PLC or one of its affiliates, in its capacity as collateral
agent under the Collateral Agency Agreement and the other Security Documents, or
any successor thereto in accordance with the terms of the Collateral Agency
Agreement.




“Commitment” means,
with respect to any Lender, the sum of the Term Loan Commitments and Capital
Expenditure Commitments of such Lender.




“Commitment Fee” has
the meaning specified in Section 2.06(a).




“Company” has the
meaning specified in the recitals to this Agreement.




“Company
Representations” has the meaning specified in Section 4.03(c)(i).




“Compensation Period”
has the meaning specified in Section 2.09(b)(ii).




“Completion Date”
means the date of consummation of the Merger.




“Conservation
Amortization” means at any date, all amounts that would, in conformity
with GAAP, be set forth opposite the caption “conservation amortization” (or any
like caption) on a consolidated balance sheet of the Borrower and its
Subsidiaries at such date.




“Conservation
Expenditures” means at any date, all amounts that would, in conformity
with GAAP, be set forth opposite the caption “energy efficiency expenditures”
(or any like caption) on a consolidated statement of cash flows of the Borrower
and its Subsidiaries at such date.




“Consolidated Current
Assets” means, at any date, all amounts (without duplication) that would,
in conformity with GAAP, be set forth opposite the caption “total current
assets” (or any like caption) on a consolidated balance sheet of the Borrower
and its Subsidiaries at such date (other than (i) cash and Cash Equivalents,
(ii) purchased gas adjustment receivables, (iii) unrealized gains on derivative
instruments, (iv) prepaid taxes and (v) any current portion of deferred income
taxes).




“Consolidated Current
Liabilities” means, at any date, all amounts (without duplication) that
would, in conformity with GAAP, be set forth opposite the caption “total current
liabilities” (or any like caption) on a consolidated balance sheet of the
Borrower and its Subsidiaries at such date (other than (i) the current portion
of any funded Indebtedness, (ii) without duplication of clause (i) above, all
Indebtedness consisting of revolving loans to the extent otherwise included
therein, (iii) unrealized losses on derivative instruments, (iv) any current
portion of deferred taxes, (v) accrued expenses related to taxes and interest,
(vi) purchased gas adjustment payables and (vii) all amounts set forth opposite
the caption “other current liabilities” on the consolidated balance sheet of the
Borrower and its Subsidiaries for the relevant period).




“Consolidated Tangible Net
Assets” means at any date, the total of all assets of the Borrower Group
(including revaluations thereof as a result of commercial appraisals, price
level restatement or otherwise) as set forth on the balance sheet most recently
delivered to the Lenders pursuant to Section 6.01 net of
applicable reserves and deductions but excluding goodwill, trade names,
trademarks, unamortized debt discount and all other like intangible assets
(which term shall not be construed to include such revaluations) less the
aggregate of the consolidated current liabilities of the Borrower Group
appearing on such balance sheet.




“Consolidated Working
Capital” means, at any date, the difference of (a) Consolidated Current
Assets on such date less (b) Consolidated Current Liabilities on such
date.  Consolidated Working Capital at any date may be a positive or
negative number.  Consolidated Working Capital increases when it
becomes more positive or less negative and decreases when it becomes less
positive or more negative.




“Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person, or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is
bound.




“Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controls”,
“Controlling” and “Controlled” have meanings correlative thereto.




“Co-Syndication
Agents” means, collectively, Dresdner Bank AG New York Branch and CoBank,
ACB, each in its capacity as a syndication agent hereunder.




“Cure Amount” has the
meaning specified in Section
8.04(a).




“Cure Right” has the
meaning specified in Section
8.04(a).




“Debt Service” means,
for any period of determination, the amount of principal due and payable by the
Borrower during such period, if any, and Borrower Interest owed, in each case in
respect of any Indebtedness of the Borrower described in clauses (a), (b) and
(c) of the definition of Indebtedness and that is permitted under Section 7.03
during such period.




“Debt Service Coverage
Ratio” means, for any Test Period, the ratio of (a) Cash Available
for Borrower Debt Service for such Test Period to (b) Borrower Interest for
such Test Period.




“Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.






“Default” means any
event or condition that constitutes an Event of Default or that, with the giving
of any notice, the passage of time, or both, would be an Event of
Default.




“Default Rate” means
(a) in the case of past due principal of any Loan, the interest rate
otherwise applicable to such Loan hereunder plus 2.0% per annum or (b) in the
case of any other past due amount, the Alternate Base Rate plus the Applicable
Margin plus 2.0% per
annum.




“Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Term Loans
or Capital Expenditure Loans required to be funded by it hereunder on the date
required to be funded by it hereunder, unless the subject of a good faith
dispute or subsequently cured, (b) has otherwise failed to pay over to the
Facility Agent or any other Lender any other amount required to be paid by it
hereunder on the date when due, unless the subject of a good faith dispute or
subsequently cured, or (c) has been deemed insolvent or becomes the subject
of a bankruptcy or insolvency proceeding.




“Disposition” or
“Dispose” means
the sale, assignment, transfer or other disposition (including any sale and
leaseback transaction and any termination of business lines) of any Property by
the Borrower or any of its Subsidiaries to any Person, including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated
therewith.




“Distributable Cash”
means, during any applicable period beginning upon the occurrence of an Excess
Cash Sweep Event and/or a Lock-Up Event and ending when an Excess Cash Sweep
Event and/or Lock-Up Event (as applicable) no longer exists, EBITDA of the
Operating Companies plus, in each case,
without duplication for such period:




(i)
interest income of the Operating Companies;




(ii)
Net Cash Proceeds from Dispositions and Casualty Events of the Operating
Companies (excluding any Net Cash Proceeds that are actually reinvested or
applied to prepay the Facilities in accordance with the provisions of Section 2.03(b)(i)(A) or
(E));




(iii) the
Net Cash Proceeds from issuances by the Operating Companies consisting of
Indebtedness (excluding borrowings consisting of commercial paper and any other
revolving facilities except those revolving facilities which are incurred for
the sole purpose of financing Utility Capital Expenditures) to the extent not
actually applied to prepay the Facilities pursuant to Section
2.03(b)(i)(D); and




(iv) cash
contributions made by the Borrower to the Operating Companies.




minus:




(v)
consolidated cash income tax paid by the Borrower Group for such period or by
the Parent, Parent Holdco (to the extent such Person is not Puget Holdings), or
Puget Holdings in respect of the operations of the Borrower Group for such
period;




(vi) Base
Capital Expenditures made in cash during such period;




(vii)
Conservation Expenditures made in cash during such period;




(viii)
(A) repayments of the principal amount of Indebtedness of the Operating
Companies (excluding repayments of Indebtedness consisting of commercial paper
and any other revolving facilities except those revolving facilities (x) which
were incurred for the sole purpose of financing Utility Capital Expenditures and
(y) the repayments of which are financed through the borrowings of Indebtedness
that is not revolving or in the form of commercial paper or similar
instruments), (B) Cash Interest Expense applicable solely to the Operating
Companies (including interest expense in connection with the Operating Company
Hybrid Debt and dividends in connection with the Operating Company Preferred
Shares) and (C) any agency and other recurring fees paid by the Operating
Companies in connection with such Indebtedness; and




(ix) Cash
Distributions to the Borrower (excluding any amount paid in cash to the Borrower
(x) for payment of the amounts specified in clause (v) above by
any of its Subsidiaries pursuant to any tax-sharing arrangements in respect of
the Borrower’s or its Subsidiaries’ allocable share of tax liabilities of the
consolidated tax group for U.S. Federal income tax purposes of which Puget
Holdings is the “common parent”
(within the meaning of Section 1504 of the Code) or any similar state,
local or foreign tax liabilities or (y) to the extent actually applied to prepay
the Facilities pursuant to Section
2.03(b)(i)(D)).




At no
time shall Distributable Cash be less than zero.




“Distributable Cash
Balance” means, for any applicable period in which either an Excess Cash
Sweep Event and/or a Lock-Up Event has occurred, the amount of Distributable
Cash for such period plus the amount of any Distributable Cash for any prior
period that has not been applied pursuant to Section 2.03(b)(i)(G)
to prepay the Loans.  The Distributable Cash Balance shall not be
reduced by prepayments required under any of the provisions of Section 2.03(b) other
than Section
2.03(b)(i)(G).




“Distributable Cash Sweep
Amount” has the meaning specified in Section
2.03(b)(i)(G).




“Dividend Prohibition”
means, with respect to any Subsidiary, contractual restrictions permitted
pursuant to Section
7.12 or existing under applicable Law that prohibit such Subsidiary from
using the Net Cash Proceeds from any Disposition, Issuance or Casualty Event, as
applicable, to make a distribution, dividend or other return of capital to the
Borrower (directly or indirectly).




“Dollar” and “$” mean lawful money
of the United States.




“EBITDA” means, for
any period, with respect to the Borrower Group, as determined on a consolidated
basis without duplication in accordance with GAAP, net income (or loss) of the
Borrower Group for such period,




(a)  plus,
without duplication, and to the extent deducted in determining such net income
(or loss), the sum of (i) total interest for such period,
(ii) consolidated income tax expense for such period in respect of the
operation of the Borrower Group, (iii) all amounts attributable to
depreciation and amortization (including Conservation Amortization) for such
period and (iv) any extraordinary charges or non-cash charges for such
period (provided that any
cash payment made with respect to any such non-cash charge shall be subtracted
in computing EBITDA during the period in which such cash payment is made),
and




(b)  minus,
without duplication, and to the extent included in determining such net income,
(i) any non-cash gains or extraordinary gains for such period, (ii) AFUDC, (iii)
cash interest income, (iv) the income (or loss) of any Person accrued prior to
the date it becomes a Subsidiary of the Borrower or is merged into or
consolidated with the Borrower or any of its Subsidiaries or that Person’s
assets are acquired by the Borrower or any of its Subsidiaries and (v) the
income of any Subsidiary of the Borrower acquired or created after the date
hereof to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Subsidiary.




“Effective Date” means
the date that this Agreement is executed and all the conditions precedent in
Section 4.01 are
satisfied or waived in accordance with the terms of this Agreement.




“Effective Time” means
the time the Merger shall become effective upon the filing of the articles of
merger in the office of the Secretary of State of the State of Washington or
upon the effective date specified in the articles of merger so filed, whichever
is later.




“Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, initiatives, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution, the protection of the environment, natural
resources, or, to the extent relating to exposure to Hazardous Materials, human
health or safety or to the release of any Hazardous Materials into the
environment, including air emissions and discharges to waste or public
systems.




“Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any of its Subsidiaries resulting from
(a) the actual or alleged violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release, or presence of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.




“Environmental Permit”
means any permit, approval, identification number, license or other
authorization required from any Governmental Authority under any Environmental
Law.




“Equity Interests”
means, with respect to any Person, all of the shares, membership interests,
rights, participations or other equivalents (however designated) of capital
stock of (or other ownership or profit interests or units in) such Person and
all of the warrants, options or other rights for the purchase, acquisition or
exchange from such Person of any of the foregoing (including through convertible
securities).




“Equity Investors”
means, on any date, each Person that owns on such date any issued and
outstanding Equity Interests of Puget Holdings.




“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and rules and regulations related thereto.




“ERISA Affiliate”
means any trade or business (whether or not incorporated) that together with the
Borrower, is treated as a single employer under Section 414(b) or (c) of
the Code or, solely for purposes of Section 302 of ERISA and
Section 412 of the Code, is treated as a single employer under
Section 414(b), (c), (m) or (o) of the Code.




“ERISA Event” means
(a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower, any of its Subsidiaries or any ERISA Affiliate from
a Pension Plan subject to Section 4063 of ERISA during a plan year in which
it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal, within
the meaning of Section 4203  or 4205 of ERISA, respectively (and for
purposes of clarification, not including a transaction described in Section 4204
of ERISA), by the Borrower, any of its Subsidiaries or any ERISA Affiliate from
a Multiemployer Plan; (d) the filing of a notice of intent to terminate a
Pension Plan or the treatment of a Pension Plan amendment as a termination, in
either case under Section 4041(c) of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan under Section 4042 of
ERISA; (e) the conditions for imposition of a lien under Section 303(k) of ERISA
shall have been met with respect to any Pension Plan; (f) a determination that
any Pension Plan is in “at risk” status (within the meaning of Section 303 of
ERISA); or (g) the imposition of any material liability under Title IV
of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate.




“Event of Default” has
the meaning specified in Section 8.01.




“Excess Cash” means
for any period of determination, Cash Available for Borrower Debt Service during
such period minus Debt Service
during such period.




“Excess Cash Sweep
Event” means (a) if the ratings of the Facilities are equal to BB-
from S&P and Ba3 from Moody’s, (b) if the ratings of the Facilities are
equal to (i) BB- from S&P and B1 from Moody’s or (ii) B+ from
S&P and Ba3 from Moody’s, or (c) if the ratings of the Facilities are
equal to or below B+ from S&P and B1 from Moody’s; provided, however, if the then
applicable ratings from Moody’s and S&P are two or more levels apart, the
higher of such ratings shall be deemed to be one level above the lower of the
two ratings (for example only, if the ratings for the Facilities are BB from
S&P and Baa3 from Moody’s, the Baa3 rating from Moody’s shall be deemed to
be Ba1 from Moody’s).




“Excess Cash Sweep
Percentage” means a percentage of Excess Cash as follows: (i) in the case
of an Excess Cash Sweep Event referred to in clause (a) of the definition of
such term, 25%, (ii) in the case of an Excess Cash Sweep Event referred to in
clause (b) of the definition of such term, 75%, and (iii) in the case of an
Excess Cash Sweep Event referred to in clause (c) of the definition of such
term, 100%.




“Excluded Taxes”
means, with respect to any Agent, any Lender or any other recipient of any
payment to be made by or on account of any Obligation of the Borrower,
(a) income, franchise or similar taxes imposed on (or measured in whole or
in part by reference to) its net or overall gross income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, or a jurisdiction in
which such Agent, Lender or other recipient is engaged in business, other than a
business deemed to arise solely from such recipient having entered into,
received a payment under or enforced any Financing Document and activities
incidental thereto, (b) any taxes attributable to a Lender’s failure to comply
with Section 3.01(f)
of this Agreement, (c) any branch profits taxes imposed by the United
States of America or any similar tax imposed by any other jurisdiction in which
the applicable Lender or recipient is located, (d) in the case of a Foreign
Lender (other than an Assignee pursuant to a request by the Borrower under Section 3.06(b)
of this Agreement), any tax that is imposed on amounts payable to such Foreign
Lender that is attributable to such Foreign Lender’s failure to comply with
Section 3.01(e)
of this Agreement, and (e) in the case of any Agent, Lender or other recipient,
any United States withholding tax imposed on amounts payable to such recipient
at the time such recipient becomes a party to this Agreement except to the
extent that such recipient (or its assignor, if any) was entitled, at the time
of designation of a new Lending Office (or assignment), to receive additional
amounts from the Borrower with respect to such tax pursuant to Section 3.01(a)
of this Agreement.  For purposes of this paragraph, the term “taxes”
means all present or future taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities
(including additions to tax, penalties and interest) with respect
thereto.




“Existing
Indebtedness” means (a) Indebtedness of the Borrower or any
Subsidiary that is outstanding on the Effective Date and listed on Schedule 7.03(b)
and (b) any Permitted Refinancing Indebtedness thereof.




“Extraordinary Taxes”
means taxes paid in connection with Dispositions and other non-recurring
events.




“Facility” means any
of the facilities provided in Article II for
the making of the Term Loans and the Capital Expenditure Loans, and “Facilities” means all
of such facilities in the aggregate.




“Facility Agent” means
Barclays Bank PLC, acting in its capacity as Facility Agent for the Lenders
hereunder, or any successor Facility Agent.




“Facility Agent’s
Office” means the Facility Agent’s address as set forth on Schedule 10.02
or such other address as the Facility Agent may from time to time notify the
Borrower and the Lenders.




“Federal Funds Rate”
means, for any day, the rate per annum (rounded upward, if
necessary, to a whole multiple of 1/100 of 1%) 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 by
the Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the immediately preceding Business
Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds
Rate for such day shall be the average rate (rounded upward, if necessary, to a
whole multiple of 1/100 of 1%) charged to the Facility Agent on such day on such
transactions as determined by the Facility Agent.




“Fee Letters” means
(i) the Fee Letter dated as of October 26, 2007 between Puget Holdings and
Barclays Bank PLC, and (ii) the Fee Letter dated as of October 26, 2007 between
Puget Holdings and Dresdner Bank AG New York Branch.




“Final Maturity Date”
means the fifth (5th)
anniversary of the Financial Closing Date.




“Financial Closing
Date” means the first date to occur on or prior to the Termination Date
on which all the conditions precedent in Section 4.02 are
satisfied or waived in accordance with the terms of this Agreement, the Merger
is consummated and the Term Loan is made.




“Financial Model”
means the “Model” referred to in the letter dated February 15, 2008 with
reference number MACQMSU-08PaduaReport0215 from KPMG to James Wilson, Division
Director, Macquarie Securities (USA) Inc.




“Financing Documents”
means, collectively, (i) this Agreement, (ii) the Interest Hedging
Agreements with any Interest Rate Hedge Bank, (iii) the Security Documents,
(iv) if any Shareholder Funding is made as loans or indebtedness to the
Parent, the Parent Guarantee, (v) the Fee Letters, (vi) the Notes,
(vii) the Collateral Agency Agreement, (viii) if any Shareholder Funding is
made as loans or indebtedness to the Parent, the Shareholder Loan Subordination
Agreement, and (ix) the Assumption Agreement.




“First Mortgage Bond
Documents” means, collectively, (i) the First and Refunding Mortgage
dated as of June 2, 1924 issued by PSE (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 PSE (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 and any supplemental indenture issued pursuant thereto.




“Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than the
United States of America, any State thereof or the District of
Columbia.




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




“Fund” means any
Person (other than a natural person) that is engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of business.




“GAAP” means generally
accepted accounting principles in the United States of America, as in effect
from time to time, consistently applied.




“Good Utility
Practice” means any of the practices, methods, and acts engaged in or
approved by a significant portion of the electric or gas utility industry in the
State of Washington during the relevant time period, or any of the practices,
method and acts which, in the exercise of reasonable judgment in light of the
facts known at the time the decision was made, could have been expected to
accomplish the desired result at a reasonable cost consistent with good business
practices, reliability, safety, economy, and expedition and in a manner
consistent with applicable Laws.  Good Utility Practices is not
intended to be limited to the optimum practice, methods, or act to the exclusion
of all others, but rather to be acceptable practices, methods, or acts generally
accepted in the region.




“Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body,
court, administrative tribunal, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.




“Group FFO” means, for
any period, the consolidated EBITDA of the Borrower Group for such period
 plus
without duplication and in each case to the extent deducted in the calculation
of such EBITDA (if such item was included in the calculation of EBITDA) (a)
decreases in the Consolidated Working Capital of the Borrower Group for such
period, (b) cash interest income, and minus and in each
case to the extent included in the calculation of such EBITDA (if such item was
included in the calculation of EBITDA) (c) consolidated cash income tax paid by
the Borrower Group for such period or by the Parent, Parent Holdco (to the
extent such Person is not Puget Holdings) or Puget Holdings in respect of the
operations of the Borrower Group for such period (excluding  any
Extraordinary Taxes), (d) Conservation Expenditures for such period and (e)
increases in the Consolidated Working Capital of the Borrower Group for such
period, in each case determined on a consolidated basis in accordance with
GAAP.




“Group FFO Coverage
Ratio” means, for any Test Period, the ratio of (a) Group FFO for
such Test Period minus Scheduled Base CapEx for such Test Period, to
(b) Group Interest for such Test Period.




“Group FFO Leverage
Ratio” means, for any Test Period, the ratio of (a) Group FFO for
such Test Period minus Group Interest for such Test Period, to (b) Group
Net Debt outstanding as of the Quarter End Date on which such Test Period
ends.




“Group Interest”
means, for any period, the aggregate Cash Interest Expense of the Borrower Group
for such period, including the portion of any payments made in respect of
Capitalized Lease liabilities allocable to interest expense, plus the aggregate
scheduled recurring fees in respect of Indebtedness of the Borrower Group for
such period, plus the net amount payable (or minus the net amount receivable) by
the Borrower Group under Interest Hedging Agreements relating to interest during
such period (other than any such amount payable or receivable by the Borrower
Group as a result of the termination or reduction of the notional amount of any
Interest Hedging Agreements to the extent such amount payable or receivable is
not already included in Cash Interest Expense), in each case calculated on a
consolidated basis in accordance with GAAP.  For the avoidance of
doubt, Group Interest shall exclude make whole payments.




“Group Net Debt” means
consolidated Indebtedness of the Borrower Group minus the amount of cash and
Cash Equivalents of the Borrower or any Operating Company (other than any
segregated cash and Cash Equivalents the use of which is restricted by
Contractual Obligation or Law to any specified purpose and which is specifically
identified on the consolidated balance sheet of the Borrower
Group).




“Guarantee” means, as
to any Person, without duplication, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other monetary obligation payable or
performable by another Person (the “Primary Obligor”) in
any manner, whether directly or indirectly, and including any obligation of such
Person, direct or indirect, (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other monetary
obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or other
monetary obligation of the payment or performance of such Indebtedness or other
monetary obligation, (iii) to maintain working capital, equity capital or
any other financial statement condition or liquidity or level of income or cash
flow of the Primary Obligor so as to enable the Primary Obligor to pay such
Indebtedness or other monetary obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other monetary obligation of the payment or performance thereof
or to protect such obligee against loss in respect thereof (in whole or in
part), or (b) any Lien on any assets of such Person securing any
Indebtedness or other monetary obligation of any other Person, whether or not
such Indebtedness or other monetary obligation is assumed by such Person (or any
right, contingent or otherwise, of any holder of such Indebtedness to obtain any
such Lien); provided that the
term “Guarantee” shall not include endorsement for a collection or deposit in
the ordinary course of business.  The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith.  The term “Guarantee” as a verb
has a corresponding meaning.




“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, toxic mold,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
such substances or wastes defined in or otherwise regulated as “hazardous” or
“toxic” wastes or substances under applicable Environmental Law.




“Hybrid Debt
Securities” means (i) any securities, trust preferred securities, or
deferrable interest subordinated debt, which, in each such case, provides for
the optional or mandatory deferral of interest or distributions, issued by any
Borrower Group Member, or (ii) any business trusts, limited liability companies,
limited partnerships or similar entities (a) substantially all of the common
equity, general partner or similar interests of which are owned (either directly
or indirectly through one or more Subsidiaries) at all times by any Borrower
Group Member, (b) that have been formed for the purpose of issuing securities,
trust preferred securities or deferrable interest subordinated debt of the type
described in clause (i) above, and (c) substantially all the assets of which
consist of (i) subordinated debt issued by any Borrower Group Member, and (ii)
payments made from time to time on such subordinated debt.




“Immaterial
Subsidiary” means any Subsidiary designated on the Effective Date on
Schedule 5.13A
or designated as such by the Borrower after the Effective Date in a notice
delivered to the Facility Agent; provided that at no
time shall all Immaterial Subsidiaries so designated have in the aggregate (x)
total assets (excluding intercompany receivables) at the relevant time of
determination having a gross asset value in excess of 1% of the consolidated
total assets of the Borrower Group or (y) total consolidated revenues for the
twelve (12) months ending at the relevant time of determination in excess of 1%
of the consolidated total revenues of the Borrower Group; provided, further, that (1) in
the event that a Subsidiary no longer qualifies as an Immaterial Subsidiary
pursuant to clauses
(x) and (y) above, the
Borrower shall advise the Facility Agent thereof in a notice delivered to the
Facility Agent and (2) in the event that the Subsidiaries designated as
Immaterial Subsidiaries at the relevant time of determination in the aggregate
do not comply with the first proviso, the Borrower shall designate one of more
of such Subsidiaries as an Operating Company and not an Immaterial Subsidiary in
a notice delivered to the Facility Agent.




“Impairment” shall
mean, with respect to any Financing Document or Government Approval,
(a) the rescission, early termination, cancellation, repeal or invalidity
thereof, (b) the suspension or injunction thereof, (c) the inability
to satisfy in a timely manner stated conditions to effectiveness of such
Financing Document or Government Approval in whole or in part or (d) in the
case of any Government Approval only, the amendment, modification or
supplementation thereof.  The verb “Impair” shall have a
correlative meaning.




“Incremental
Amendment” has the meaning specified in Section
2.11(d).




“Incremental Facility
Availability Period” means the period commencing on the third anniversary
of the Financial Closing Date through the date that is ten (10) Business Days
prior to the Final Maturity Date.




“Incremental Facility
Financial Closing Date” has the meaning specified in Section 2.11(d).




“Incremental Loans”
has the meaning specified in Section
2.11(a).




“Indebtedness” means,
as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:




(a)  all
obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar
instruments, including, without limitation, Hybrid Debt Securities (including
the Operating Company Hybrid Debt);




(b)  letters
of credit (including standby and commercial), bankers’ acceptances, bank
guaranties and similar instruments issued or created by or for the account of
such Person;




(c)  net
obligations of such Person under any Interest Hedging Agreement (the amount of
any such net obligation to be the amount that is or would be payable upon
settlement, liquidation, termination or acceleration thereof at the time of
calculation);




(d)  all
obligations of such Person to pay the deferred purchase price of property or
services (other than (i) trade accounts payable in the ordinary course of
business, (ii) accrued expenses in the ordinary course of business,
(iii) any earn-out obligation until such obligation becomes a liability on
the balance sheet of such Person in accordance with GAAP and
(iv) obligations with respect to commodity purchase
contracts);




(e)  indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements and mortgage, industrial revenue bond,
industrial development bond and similar financings), whether or not such
indebtedness shall have been assumed by such Person or is limited in
recourse;




(f)  all
Attributable Indebtedness; and




(g)  all
Obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Redeemable Equity Interests in such Person
(including, without limitation, Operating Company Preferred Shares) or any other
Person or any warrants, rights or options to acquire such Equity Interests,
valued, in the case of Redeemable Preferred Interests, at the greater of its
voluntary or involuntary liquidation preference plus accrued and unpaid
dividends; and




(h)  all
Guarantees of such Person in respect of Indebtedness referred to in any of the
foregoing clauses (a)
through (g).




“Indemnified
Liabilities” has the meaning specified in Section 10.05(a).




“Indemnified Parties”
has the meaning specified in Section 10.05(a).




“Independent Review”
has the meaning specified in Section 6.04(a)(3).




“Information” has the
meaning specified in Section 10.08.




“Information
Memorandum” means the information memorandum dated as of January 2008
used by the Joint Mandated Lead Arrangers in connection with the syndication of
the Commitments.




“Initial Lenders”
means Barclays Bank PLC and Dresdner Bank AG New York Branch.




“Initial Material Adverse
Effect” means a “Company Material Adverse Effect”, as such term is
defined in the Merger Agreement, which definition for convenience is set forth
in Schedule 1.01A.




“Intercompany Loans”
means loans, advances or other extensions of credit by any member of the
Borrower Group to any other member of the Borrower Group.




“Interest Hedging
Agreements” means any rate swap, cap or collar agreement or similar
arrangement between the Borrower and one or more interest rate hedge providers
designed to protect such Person against fluctuations in interest
rates.  For purposes of this Agreement and the other Financing
Documents, the Indebtedness at any time of the Borrower under an Interest
Hedging Agreement shall be determined at such time in accordance with the
methodology set forth in such Interest Hedging Agreement.




“Interest Payment
Date” means, (a) as to any Loan other than an Alternate Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the Final
Maturity Date; provided that if any
Interest Period exceeds three (3) months, the respective dates that fall
every three (3) months after the beginning of such Interest Period shall
also be Interest Payment Dates, and (b) as to any Alternate Base Rate Loan,
each Quarter End Date and the Final Maturity Date.




“Interest Period”
means, the period beginning on (and including) the date on which a Loan is made,
converted or continued and shall end on (but exclude) the day which numerically
corresponds to such date one, two, three or six months thereafter or such other
periods as may be agreed by the Facility Agent and the Borrower if available to
all Lenders (or, if such month has no numerically corresponding day, on the last
Business Day of such month), in either case as the Borrower may select in its
relevant notice pursuant to Section 2.02(a)
or Section 2.05(d);
provided, however, that
(a) if such 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
(or, if such next succeeding Business Day falls on the next succeeding calendar
month, on the next preceding Business Day) and (b) no Interest Period may
end later than the Final Maturity Date.




“Interest Rate” means,
for any Interest Period, (i) the LIBO Rate for such Interest Period plus
the Applicable Margin or (ii) in the event that (a) the LIBO Rate is
unavailable as a result of the occurrence of the events described in Section 3.02 and
Section 3.03,
(b) in the case of a Term Loan or a Capital Expenditure Loan, the Borrower
elects in the related Borrowing Request that such Term Loan or Capital
Expenditure Loan, as applicable, be made as an Alternate Base Rate Loan or
(c) such Interest Period would have a duration of less than one month, the
Alternate Base Rate plus the Applicable Margin, as the context may
require.




“Interest Rate Hedge
Bank” means (a) any Person that is a Lender or an Affiliate of a
Lender at the time it enters into an Interest Hedging Agreement or
(b) Macquarie Bank Limited to the extent it enters into an Interest Hedging
Agreement, in each case in its capacity as a party thereto.




“Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of Equity
Interests or Indebtedness of another Person, (b) a loan, advance or capital
contribution to, Guarantee or assumption of Indebtedness of, or purchase or
other acquisition of any other debt or Equity Interest in, another Person,
including any partnership or joint venture interest in such other Person or
(c) the purchase or other acquisition (in one transaction or a series of
transactions) of all or substantially all of the property and assets or business
of another Person or assets constituting a business unit, line of business or
division of such Person.  For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.




“Issuance” means any
issuance or sale after the Financial Closing Date by any member of the Borrower
Group of any of its Preferred Interests, common Equity Interests or
Indebtedness; provided that
Issuance shall not include (i) any capital contribution from, any Equity
Investor or any equity issued to such Equity Investors in respect of such
capital contribution, in each case for the purpose of making capital
contributions to PSE to pay for Utility Capital Expenditures or which are
applied in the exercise of a Cure Right, (ii) any common Equity Interests
sold or issued to management or employees of an Operating Company from the
exercise of options and warrants held by them, (iii) any issuance of Equity
Interests pursuant to “anti-dilution” provisions applicable to Equity Interests
outstanding at the time of such issuance or (iv) any issuance, sale or
incurrence of Indebtedness permitted under Section 7.03.




“Joint Mandated Lead
Arrangers” means Barclays Capital, the investment banking division of
Barclays Bank PLC, and Dresdner Bank AG New York Branch, each in its capacity as
a Mandated Lead Arranger.




“Laws” means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.




“Lender” means, at any
time, any Person that has a Commitment or a Loan at such time.




“Lender Side Person”
has the meaning specified in the third proviso of Section
10.01.




“Lending Office”
means, as to any Lender, the office or offices of such Lender (or of an
Affiliate of such Lender) designated for such Lender’s Loans, or such other
office or offices as a Lender may from time to time notify the Borrower and the
Facility Agent.




“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.




“LIBO Rate” shall
mean, with respect to any Loan for any Interest Period, the rate appearing on
Moneyline Telerate Markets Page 3750 (or on any successor or substitute
page of such service, or any successor to or substitute for such service,
providing rate quotations comparable to those currently provided on such page of
such service, as determined by the Facility Agent from time to time for purposes
of providing quotations of interest rates applicable to Dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, on the
day that is two (2) Business Days prior to the commencement of such
Interest Period, as the rate for the offering of Dollar deposits with a maturity
comparable to such Interest Period; provided that, to the
extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the Facility Agent will request the Reference
Banks to provide the Facility Agent with their offer quotations for deposits in
Dollars for such Interest Period to prime banks in the London interbank market
at approximately 11:00 a.m. (London time) on such second Business Day in a
representative amount and for a period approximately equal to such Interest
Period and the Facility Agent shall calculate LIBOR using the average of such
quotations.  Each determination of the LIBO Rate by the Facility Agent
pursuant to this definition shall be conclusive absent manifest
error.




“LIBO Rate Loan” means
any Loan which bears interest at a rate determined by reference to the LIBO
Rate.




“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement, of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any
easement, right of way or other encumbrance on title to real property, and any
Capitalized Lease having substantially the same economic effect as any of the
foregoing).




“Loan” means a Term
Loan or a Capital Expenditure Loan, as the context requires.




“Loan Parties” means
the Parent and the Borrower.




“Lock-Up Account” has
the meaning specified in the Security Agreement.




“Lock-Up Event” has
the meaning specified in Section 7.05(b)(ii).




“Lock-Up Period” has
the meaning specified in Section 7.05(c).




“Macquarie” means The
Macquarie Capital Group, which includes Macquarie Capital Group Limited, its
direct or indirect subsidiaries, and the funds (or similar vehicles) they
manage.




“Macquarie Affiliates”
means Macquarie Finance Americas Inc. and Affiliates of Macquarie that are
offshore banking units.




“Majority Lenders”
means, as of any date of determination, subject to the third proviso of Section 10.01,
Lenders having more than 50% of the sum of the (a) Total Outstandings,
(b) aggregate unused Term Loan Commitments and (c) aggregate Unused
Capital Expenditure Commitments; provided that for
purposes of determining Majority Lenders such calculation shall at all times be
made by excluding the Total Outstandings, the unused Term Loan Commitments and
the Unused Capital Expenditure Commitments of all Lenders that are Borrower
Affiliates.




“Management Fees”
means, for any period, the aggregate amount of all payments (including all fees,
salaries and other compensation, but excluding amounts payable under Affiliate
Service Agreements) paid or incurred by the Borrower and its Subsidiaries during
such period to any of their Affiliates (including Macquarie) and not otherwise a
Restricted Payment; provided, that
Management Fees shall not include amounts payable to an Affiliate (i) in its
capacity as a Lender pursuant to this Agreement or any Financing Document, (ii)
in its capacity as an interest rate hedge provider pursuant to an Interest
Hedging Agreement to the extent such Interest Hedging Agreement complies with
Section
7.09(a)(i) or (iii) in its capacity as a lender pursuant to other
Indebtedness permitted under Section 7.03 to the extent such arrangements comply
with Section
7.09(a)(i) and such Affiliate is not an arranger, agent or underwriter of
such Indebtedness.




“Margin Differential”
has the meaning specified in Section
2.11(c).




“Material Adverse
Effect” means a material adverse effect on (i) the business,
operations, property, assets or condition (financial or otherwise) of the
Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the
Borrower and its Subsidiaries, taken as a whole, to perform its obligations
under any of the Financing Documents, or (iii) the validity or
enforceability of any of the Financing Documents or the material rights and
remedies of any Lender, Interest Rate Hedge Bank or Agent-Related Person under
any of the Financing Documents.




“Material
Communications” means, any communication by the Borrower or any of its
Subsidiaries with any Governmental Authority regarding an event or circumstance
that could reasonably be expected to result in a Material Adverse
Effect.




“Material Notices”
means, with respect to any material Contractual Obligation, any notice sent or
received by the Borrower or any of its Subsidiaries regarding a material event
or circumstance, including the occurrence of any default under such Contractual
Obligation or termination of such Contractual Obligation or any other
development that could reasonably be expected to result in a Material Adverse
Effect.




“Merger” has the
meaning specified in the recitals to this Agreement.




“Merger Agreement”
means the Agreement and Plan of Merger dated as of October 25, 2007, by and
among the Company, Puget Intermediate Holdings Inc., Puget Holdings, the Merger
Sub and the other parties thereto.




“Merger Sub” has the
meaning specified in the introductory paragraph of this Agreement.




“Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.




“Multiemployer Plan”
means any “employee pension benefit plan” (as such term is defined in Section
3(2) of ERISA) of the type described in Section 4001(a)(3) of ERISA, to
which the Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding three (3) plan years, has made or
been obligated to make contributions.




“Net Cash Proceeds”
means with respect to any Disposition by any member of the Borrower Group or any
Issuance by any member of the Borrower Group or any Casualty Event, the gross
proceeds of all cash actually received by such Borrower Group Member in
connection with such Disposition, Issuance or Casualty Event; provided that
(i) Net Cash Proceeds shall be net of: (a) the amount of any legal,
advisory, title, transfer and recording tax expenses, commissions and other fees
and expenses paid by the Borrower or the applicable Subsidiary in connection
with such transaction or Casualty Event and (b) any Federal, state and
local income or other taxes estimated to be payable by Puget Holdings, the
Borrower or the applicable Subsidiary as a result of such transaction or
Casualty Event (but only to the extent that such estimated taxes are in fact
paid to the relevant Federal, state or local Governmental Authority when due;
provided that
at the time such taxes are paid, an amount equal to the amount, if any, by which
such estimated taxes exceed the amount of taxes actually paid shall constitute
“Net Cash Proceeds” for all purposes hereunder), (ii) with respect to any
Disposition or Casualty Event, Net Cash Proceeds shall be net of any repayments
by the Borrower or the applicable Subsidiary of Indebtedness to the extent that
(x) such Indebtedness is secured by a Lien permitted by Section 7.01 on the
Property that is the subject of such Disposition or Casualty Event and (y) the
transferee of (or holder of a Lien on) such Property requires that such
Indebtedness be repaid, (iii) for all Dispositions, Net Cash Proceeds shall
be net of any earn out or other similar obligation owed by the Borrower or
applicable Subsidiary in connection with the acquisition thereof, (iv) any
reserve for adjustment in respect of (x) the sale price of such asset or assets
established in accordance with GAAP and (y) any liabilities (other than taxes
deducted pursuant to clause (b) above)
associated with such asset or assets and retained by any Borrower Group Member
after such sale or other disposition thereof, including pension and other
post-employment benefit liabilities and liabilities related to environmental
matters or with respect to any indemnification obligations associated with such
transaction, and it being understood that “Net Cash Proceeds” shall include (A)
any cash or Cash Equivalents received upon the Disposition of any non-cash
consideration by any Borrower Group Member in any such Disposition and (B) upon
the reversal (without the satisfaction of any applicable liabilities in cash in
a corresponding amount) of any reserve described in this clause (iv) or if
such liabilities have not been satisfied in cash and the remaining amount of
such reserve is not reversed within 365 days after such Disposition or Casualty
Event, the remaining amount of such reserve and (v) if the applicable cash
payments are in the first instance received by a Subsidiary that is not a
wholly-owned Subsidiary, the related Net Cash Proceeds shall be net of the
proportionate share of the common Equity Interests of such Subsidiary (and of
any intermediate Subsidiary) owned by Persons that are not wholly-owned
Subsidiaries of the Borrower.




“Newco” has the
meaning specified in the definition of Permitted Acquisition.




“Non-Consenting
Lender” has the meaning specified in Section 3.06.




“Note” means a Term
Note or a Capital Expenditure Note, as the context requires.




“Obligations” means
all (a) advances to, and debts, liabilities, obligations, covenants and
duties of, the Borrower arising under any Financing Document or otherwise with
respect to any Loan, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against the Borrower, of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding, and
(b) Cash Management Obligations.  Without limiting the generality
of the foregoing, the Obligations of the Borrower under the Financing Documents
include (x) the obligation to pay principal, interest, reimbursement
obligations, charges, expenses, fees, Attorney Costs, indemnities and other
amounts payable by the Borrower under any Financing Document and (y) the
obligation of the Borrower to reimburse any amount in respect of any of the
foregoing that any Lender, in its sole discretion, may elect to pay or advance
on behalf of the Borrower.




“OECD” means the
Organisation for Economic Co-Operation and Development.




“Operating Company”
means PSE and each other Subsidiary of the Borrower other than any Immaterial
Subsidiary and, for the avoidance of doubt, the term Operating Company shall
include Puget Western, Inc.




“Operating Company Capital
Expenditure Loans” means revolving loans incurred by PSE under the
Operating Company Credit Agreement for the purpose of paying for Capital
Expenditures of PSE.




“Operating Company Credit
Agreement” means the Credit Agreement to be dated as of the Financial
Closing Date among PSE, the lenders party thereto and Barclays Bank PLC, as
facility agent, substantially in the form of Exhibit H.




“Operating Company
Facilities” means the “Facilities” as defined in the Operating Company
Credit Agreement.




“Operating Company Financing
Documents” means the “Financing Documents” as defined in the Operating
Company Credit Agreement.




“Operating Company Hybrid
Debt” means the $250,000,000 Series A Enhanced Junior Subordinated Notes
of PSE due June 2067.




“Operating Company Preferred
Shares” means the second series 4.70% preferred shares ($100 par value)
and the third series 4.84% preferred shares ($100 par value) of
PSE.




“Organizational
Documents” means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or
articles of formation or organization and operating agreement or limited
liability company agreement; and (c) with respect to any partnership, joint
venture, trust or other form of business entity, the partnership, joint venture
or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its
formation or organization with the applicable Governmental Authority in the
jurisdiction of its formation or organization and, if applicable, any
certificate or articles of formation or organization of such
entity.




“Other Hedging
Agreements” means any swap, cap or collar agreement or similar
arrangement between any Borrower Group Member designed to protect any Borrower
Group Member against fluctuations in currency exchange rates or commodity
prices.




“Other Taxes” has the
meaning specified in Section 3.01(b).




“Outstanding Amount”
means with respect to Term Loans and Capital Expenditure Loans on any date, the
aggregate outstanding unpaid principal amount thereof after giving effect to any
Borrowings and prepayments or repayments of Term Loans and Capital Expenditure
Loans, as the case may be, on such date.




“Overnight Rate”
means, for any day, the Federal Funds Rate.




“Parent” means the
Person that is the direct owner of 100% of the Equity Interests of the Borrower,
which as of the Effective Date, is Puget Intermediate Holdings, Inc., a
Washington corporation; provided that the
Parent shall be a direct or indirect wholly-owned Subsidiary of Puget
Holdings.




“Parent Guarantee”
means the guarantee of the Parent substantially in the form of Exhibit C-3.




“Parent Holdco” means
the Person that is the direct owner of 100% of the Equity Interests of the
Parent.




“Participant” has the
meaning specified in Section 10.07(e).




“PBGC” means the
Pension Benefit Guaranty Corporation (or any successor).




“Pension Plan” means
any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to
Title IV of ERISA and is sponsored or maintained by the Borrower or any
ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or
has an obligation to contribute, or in the case of a multiple employer or other
plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding three (3) plan years.




“Permitted
Acquisition” means an acquisition consummated by or through PSE
(including any newly formed wholly-owned Subsidiary of PSE that is an Operating
Company (a “Newco”)), of all or
substantially all, of the assets of or shares or other Equity Interests in a
Person, or division or line of business of a Person (other than inventory,
leases, materials and equipment in the ordinary course of business), in each
case that is engaged in substantially the same general line of business or
businesses as those in which PSE (not including any of its Subsidiaries for this
purpose) is engaged or businesses reasonably related thereto; provided
that:




(i)  such
acquisition shall be consensual and shall have been approved by the board of
directors (or similar governing body) of the Person whose Equity Interests or
assets are proposed to be acquired and shall not have been preceded by an
unsolicited tender offer for such Equity Interests by, or proxy contest
initiated by, Borrower or any of its Subsidiaries;




(ii)  the
aggregate purchase price paid by the Borrower Group for any such acquisition
shall not exceed $600,000,000;




(iii)  an
Authorized Officer of the Borrower shall have delivered a certificate
substantially in the form of Exhibit G,
attesting to the Solvency of the Borrower and its Subsidiaries (taken as a
whole, including the acquired Person or assets, after giving effect to such
acquisition);




(iv)  any Liens
or Indebtedness assumed in connection with such acquisition are otherwise
permitted under Section 7.01 or
Section 7.03,
respectively;




(v)  any
expenditures in connection with such acquisition are Utility Capital
Expenditures;




(vi)  such
acquisition would either be made pursuant to a competitive solicitation process
or would be expected to promote PSE’s ability to meet current and future needs
for electric or gas service at a reasonable cost;




(vii)  no
Lock-Up Event shall have occurred and be continuing or would result from the
consummation of the proposed acquisition, nor shall any Lock-Up Event exist on a
pro forma basis; and




(viii)  no
Default or Event of Default shall exist immediately prior to such acquisition
or, after giving effect to such acquisition, shall have occurred and be
continuing, or would result from the consummation of the proposed
acquisition.




“Permitted Collateral
Liens” means Liens of the type specified in Section 7.01(e), (m),
(n) and (p).




“Permitted Refinancing
Indebtedness” means any Indebtedness of any Borrower Group Member, as
applicable, issued in exchange for, or the Net Cash Proceeds of which are used
to refund, refinance, replace, defease or discharge Existing Indebtedness or
Indebtedness referred to under Section 7.03(a);
provided, that
for the avoidance of doubt, Permitted Refinancing Indebtedness shall not include
Indebtedness incurred to repay revolving loans or similar Indebtedness without a
corresponding permanent reduction in commitments for such loans or similar
Indebtedness; provided, further,
that:




(i)  The
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accredited
value, if applicable) of the Indebtedness extended, refinanced, renewed,
replaced, defeased or refunded (plus all refinancing expenses incurred in
connection therewith including, without limitation, closing fees, agency fees,
premiums, make-whole amounts or original issue discount);




(ii)  Such
Permitted Refinancing Indebtedness has weighted average life to maturity equal
to or greater than the weighted average life to maturity of, the Indebtedness
being extended, refinanced, renewed, replaced, defeased or
refunded;




(iii)  If the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
is subordinated in right of payment to the Facilities, such Permitted
Refinancing Indebtedness is subordinated in right of payment to the Facilities
on terms, taken as whole, at least as favorable to the Lenders as the
subordination terms contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; provided that a
certificate of an Authorized Officer of the Borrower is delivered to the
Facility Agent at least five (5) Business Days (or such shorter period as the
Facility Agent may reasonably agree) prior to the incurrence of such
Indebtedness, together with a reasonably detailed description of the material
terms and conditions of such subordination terms or drafts of the documentation
relating thereto, stating that the Borrower has determined in good faith that
such terms and conditions satisfy the foregoing requirement shall be conclusive
evidence that such terms and conditions satisfy the foregoing requirement unless
the Facility Agent notifies the Borrower within such period that it disagrees
with such determination (including a reasonable description of the basis upon
which it disagrees);




(iv)  Such
Indebtedness is incurred by the Person who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or
refunded;




(v)  (A) If
the maturity of the Indebtedness being refinanced, renewed, replaced, defeased
or refunded is earlier than the Final Maturity Date, the Permitted Refinancing
Indebtedness has a maturity no earlier than the maturity of the Indebtedness
being refinanced, renewed, replaced, defeased or refunded or (B) if the
maturity of the Indebtedness being refinanced, renewed, replaced, defeased or
refunded is equal to or later than the Final Maturity Date, the Permitted
Refinancing Indebtedness has a maturity at least 365 days later than the Final
Maturity Date;




(vi)  The
Permitted Refinancing Indebtedness is not secured by any Collateral not granted
to the holders of the Indebtedness being financed, renewed, replaced, defeased
or refunded; and




(vii)  Such
Permitted Refinancing Indebtedness shall have terms which shall be no more
restrictive, and shall not, taken as a whole, be materially less favorable, in
any respect on the Borrower or the Operating Companies than the provisions of
the Indebtedness being refinanced, renewed, replaced, defeased or refunded;
provided, however,  that
a certificate of an Authorized Officer of the Borrower is delivered to the
Facility Agent at least five (5) Business Days (or such shorter period as the
Facility Agent may reasonably agree) prior to the incurrence of such
Indebtedness, together with a reasonably detailed description of the material
terms and conditions of such Indebtedness or drafts of the documentation
relating thereto, stating that the Borrower has determined in good faith that
such terms and conditions satisfy the foregoing requirement shall be conclusive
evidence that such terms and conditions satisfy the foregoing requirement unless
the Facility Agent notifies the Borrower within such period that it disagrees
with such determination (including a reasonable description of the basis upon
which it disagrees); provided, further, the pricing
terms may be less favorable where such Indebtedness has matured or is scheduled
to mature within six (6) months and is being refinanced at then-prevailing
market price.




“Permitted Replacement
Lender” means (i) a Lender, (ii) an Affiliate of a Lender,
(iii) a commercial bank organized under the laws of the United States, or
any State thereof, and having total assets in excess of $250,000,000,
(iv) a savings and loan association or savings bank organized under the
laws of the United States, or any State thereof, and having deposits in excess
of $250,000,000, (v) a commercial bank organized under the laws of any
other country that is a member of the OECD or has concluded special lending
arrangements with the International Monetary Fund associated with its General
Arrangements to borrow or a political subdivision of any such country, and
having total assets in excess of $250,000,000, (vi) the central bank of any
country that is a member of the OECD, (vii) a finance company, insurance
company or other financial institution or fund (whether a corporation,
partnership, trust or other entity) that is engaged in making, purchasing or
otherwise investing in commercial loans in the ordinary course of its business
and having total assets in excess of $250,000,000, and (viii) any other
Person approved by the Facility Agent; provided that neither
the Borrower nor any Affiliate of the Borrower shall qualify as a Permitted
Replacement Lender with the exception of Macquarie Affiliates, which may qualify
as Permitted Replacement Lenders for an amount of Loans and Commitments not to
exceed, in the aggregate together with all other Loans and Commitments held by
such Persons, $50,000,000.




“Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.




“Plan” means any
“employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by the Borrower or any of its Subsidiaries or, with respect to any
such plan that is subject to Section 412 of the Code or Title IV of
ERISA, any ERISA Affiliate, and with respect to which the Borrower or any of its
Subsidiaries is reasonably expected to have any material
liabilities.




“Planned Indebtedness”
means Indebtedness incurred by PSE between the date of the Merger Agreement and
the Financial Closing Date in an amount not to exceed $250,000,000; provided, however, that (i)
such Indebtedness has scheduled payment terms which are consistent with the
Financial Model provided pursuant to Section 4.02(q); and
(ii) such Indebtedness shall have terms which shall be no more restrictive, and
shall not, taken as a whole, be materially less favorable, in any respect on PSE
or the Operating Companies than the provisions of any Existing Indebtedness in
each case of clauses
(i) and (ii) as certified by
the CFO to the Facility Agent as of the Financial Closing Date; provided further that pricing
terms may be at then-prevailing market price.




“Pledge Agreement”
means the Pledge Agreement between the Parent and the Collateral Agent,
substantially in the form of Exhibit
C-2.




“Preferred Interests”
means, with respect to any Person, Equity Interests issued by such Person that
are entitled to a preference or priority over any other Equity Interests issued
by such Person upon any distribution of such Person’s property and assets,
whether by dividend or upon liquidation.




“Primary Obligor” has
the meaning specified in the definition of Guarantee.




“Prime Rate” means the
rate of interest per
annum publicly announced from time to time by Barclays Bank PLC as its
prime rate in effect at its principal office in New York City; each change in
the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.




“Projections” has the
meaning specified in Section 6.01(c).




“Property” means any
right or interest in or to property of any kind whatsoever, whether real or
personal, or mixed and whether tangible or intangible, and including, for the
avoidance of doubt, revenues and contractual rights.




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




“Public Service
Property” means property that, pursuant to applicable Laws, is used and
useful or intended to be used and useful for PSE’s provision of gas or electric
service to its customers and the capital invested in such property is reasonably
expected to be found to be prudently incurred (if applicable) and recoverable in
all material respects through PSE’s rates at the first opportunity for
regulatory approval, including a power cost only rate case to the extent that
such an accelerated approval process is available and appropriate for such
property.




“Puget Holdings” means
Puget Holdings LLC, a Delaware limited liability company.




“PUHCA” has the
meaning specified in Section 5.17(d).




“Quarter End Date”
means March 31, June 30, September 30 and December 31 of
each year.




“Quarterly Period”
means a quarterly period from (but excluding) one Quarter End Date to (and
including) the immediately following Quarterly End Date.




“Redeemable” means,
with respect to any Equity Interest, any such Equity Interest that (a) the
issuer has undertaken to redeem at a fixed or determinable date or dates,
whether by operation of a sinking fund or otherwise, or upon the occurrence of a
condition not solely within the control of the issuer or (b) is redeemable at
the option of the holder.




“Reference Banks”
means, collectively, Barclays Bank PLC and Dresdner Bank AG New York
Branch.




“Register” has the
meaning specified in Section 10.07(d).




“Regulatory Approval”
means (a) any authorization, consent, approval, license, ruling, permit, tariff,
certification, waiver, exemption, filing required by chapter 80.08 or 80.12 RCW,
variance, order, judgment or decree of, by, or by any Borrower Group Member, the
Parent, Parent Holdco (to the extent such Person is not Puget Holdings) or Puget
Holdings with, (b) any required notice by any Borrower Group Member, (c) any
declaration containing material obligations of any Borrower Group Member made by
or filed with, or (d) any Borrower Group Member registration by or with, any
Governmental Authority.




“Reinstatement Date”
means, with respect to any Dividend Prohibition, the date on which such Dividend
Prohibition ceases to apply.




“Remedial Plan” has
the meaning specified in Section 6.04(a).




“Remedial Plan Event”
has the meaning specified in Section 6.04(a).




“Reportable Event”
means any of the events specified in Section 4043(c) of ERISA or the
regulations issued thereunder, other than events for which the thirty (30)
day notice period has been waived.




“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property, other than common Equity Interests in the Borrower) on account of any
Equity Interest of any Borrower Group Member, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, defeasance, acquisition,
cancellation or termination of any such Equity Interest, or on account of any
return of capital to the Borrower’s stockholders, partners or members (or the
equivalent Persons thereof); provided that
dividend payments on Operating Company Preferred Shares and payments made to
Affiliates pursuant to transactions permitted by Section 7.09(a)
shall not constitute Restricted Payments.




“Restricted Payment
Date” has the meaning specified in Section
7.05(b).




“S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and any successor thereto.




“Scheduled Base CapEx”
means the amount for Capital Expenditures for the applicable periods set forth
on Schedule
1.01B.




“Secured Obligations”
has the meaning assigned thereto in the Collateral Agency
Agreement.




“Secured Parties”
means, collectively, the Agents, the Lenders, the Interest Rate Hedge Banks and
each co-agent or sub-agent appointed by the Facility Agent from time to time
pursuant to this Agreement.




“Security Agreement”
means the Security Agreement between the Borrower and the Collateral Agent,
substantially in the form of Exhibit C-1.




“Security Documents”
means, collectively, the Security Agreement, the Pledge Agreement and any other
security agreements, pledge agreements or other similar agreements delivered to
the Agents, the Lenders and the Interest Rate Hedge Banks, and any other
agreements, instruments or documents that create or purport to create a Lien in
favor of the Collateral Agent for the benefit of the Secured
Parties.




“Shareholder Funding”
means equity investments and/or other funding sources contributed or made to
Puget Holdings, Parent Holdco (to the extent such Person is not Puget Holdings)
or the Parent by the Equity Investors in an aggregate amount of not less than
40% of the Total Capitalization of the Borrower immediately after giving effect
to the Merger; provided that (a)
such investments and fundings shall not be secured by any assets of the Parent
or any Borrower Group Member or be recourse to any Borrower Group Member, and
(b) any such investments and fundings made as loans or indebtedness to the
Parent shall be on terms and conditions set forth in the Shareholder Loan
Subordination Agreement.




“Shareholder Loan
Subordination Agreement” means a subordination agreement among the
Parent, the Facility Agent and any Person providing Shareholder Funding in the
form of loans or indebtedness to the Parent in a form reasonably satisfactory to
the Majority Lenders.




“Signing Date” means,
(a) October 26, 2007 and (b) for purposes of Section 2.06,
with respect to the Initial Lenders, October 26, 2007, and, with respect to
each other Lender (i) on or prior to the Effective Date, the earlier of
(x) the date such Lender agrees to purchase a portion of an Initial
Lender’s Commitment hereunder (in a manner satisfactory to such Initial Lender)
and (y) the date such Lender become party hereto and (ii) thereafter, the
date such Lender becomes a party hereto.




“Solvent” and “Solvency” means, with
respect to any Person on any date of determination, that on such date
(a) the fair value of the property of such Person is greater than the total
amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature and (d) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person’s property would constitute an unreasonably small
capital.  The amount of contingent liabilities at any time shall be
computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.




“Specified
Representations” has the meaning specified in Section 4.03(c)(i).




“Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities
or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only
by reason of the happening of a contingency) are at the time beneficially owned
or controlled by such Person.  Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a
Subsidiary or Subsidiaries of the Borrower.




“Tax-Free Debt” means
Indebtedness of PSE to a state, territory or possession of the United States or
any political subdivision thereof issued in a transaction in which such state,
territory, possession or political subdivision issued obligations the interest
on which is excludable from gross income pursuant to the provisions of Section
103 of the Code (or similar provisions), as in effect at the time of issuance of
such obligations, and debt to a bank issuing a Letter of Credit with respect to
the principal of or interest on such obligations.




“Taxes” has the
meaning specified in Section 3.01(a).




“Term Lender” means,
at any time, any Lender that has a Term Loan Commitment or a Term Loan at such
time.




“Term Loan” means a
Loan made pursuant to Section
2.01(a).




“Term Loan Borrowing”
means a borrowing consisting of Term Loans of the same Type and, in the case of
LIBO Rate Loans, having the same Interest Period made by each of the Term
Lenders pursuant to Section
2.01(a).




“Term Loan Commitment”
means, as to each Term Lender, its obligation to make a Term Loan to the
Borrower pursuant to Section 2.01(a) in an
aggregate principal amount not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.01 hereto
under the caption “Term Loan Commitment” or in the Assignment and Assumption
pursuant to which such Term Lender becomes a party hereto, as applicable, as
such amount may be adjusted from time to time in accordance with this
Agreement.  The aggregate amount of the Term Loan Commitments is
$1,425,000,000.




“Term Note” means a
promissory note of the Borrower payable to any Term Lender, in substantially the
form of Exhibit B-1
hereto, evidencing the aggregate Indebtedness of the Borrower to such Term
Lender resulting from the Term Loans made by such Term Lender.




“Termination Date”
means the earlier of (i) April 30, 2009 and (ii) the date of
termination of the Merger Agreement.




“Termination Payment”
means any amount payable to or by the Borrower or any of its Subsidiaries in
connection with a termination (whether as a result of the occurrence of an event
of default or other termination event) of any Interest Hedging Agreement; provided that for the
avoidance of doubt, “Termination Payment” shall not include regularly scheduled
payments due under any Interest Hedging Agreement.




“Test Period” means
the period commencing twelve (12) months prior to and including each
Quarter End Date; provided, (i) the
first Test Period shall be the period commencing twelve (12) months prior to the
first Quarter End Date that is at least six (6) months after the Financial
Closing Date and (ii) the second Test Period shall be the period commencing
twelve (12) months prior to the first Quarter End Date that is at least nine (9)
months after the Financial Closing Date.  Any financial ratio or
compliance with any covenant in respect of any Test Period shall be determined,
as of the Quarter End Date on which such Test Period ends, on the date on which
the financial statements pursuant to Section 6.01(a)
or Section 6.01(b)
have been, or should have been, delivered for the applicable fiscal period
ending on such Quarter End Date.




“Total Capitalization”
means, at any time, the sum of (a) Total Shareholders’ Equity at such time
and (b) Total Indebtedness at such time.




“Total Indebtedness”
means, at any time, consolidated Indebtedness of the Borrower Group (excluding
Intercompany Loans), in each case, excluding make-whole payments.




“Total Outstandings”
means the aggregate Outstanding Amount of all Loans.




“Total Shareholders’
Equity” means, at any time, the amount of total shareholders’ equity of
the Borrower Group (determined on a consolidated basis without duplication in
accordance with GAAP).




“Transaction Costs”
means finance fees, commissions, costs and expenses, in each case incurred by or
on behalf of the Borrower in connection with the Merger.




“Transaction
Documents” means (a) the Merger Agreement and all other material
documents, instruments and certificates delivered in connection with the Merger
Agreement, and (b) the Financing Documents.




“Type” when used in
respect of any Loan, shall refer to its nature as an Alternate Base Rate Loan or
LIBO Rate Loan.




“United States” and
“U.S.” mean the
United States of America.




“Unused Capital Expenditure
Commitment” means, with respect to any Capital Expenditure Lender at any
time, (a) such Lender’s Capital Expenditure Commitment at such time minus (b) the
sum of the aggregate principal amount of all Capital Expenditure Loans made by
such Lender (in its capacity as a Lender) and outstanding at such
time.




“USA PATRIOT Act” has
the meaning specified in Section 5.17(c).




“Utility Capital
Expenditures” means (i) Capital Expenditures of PSE and (ii) other
expenditures of PSE, in each case of clauses (i) and (ii), which Capital
Expenditures and other expenditures are incurred in the acquisition, renewal or
replacement of Public Service Property, in accordance with Good Utility
Practice; provided, however, clause (ii) of the
foregoing shall not include operating expenditures or expenditures for working
capital or general corporate purposes, in each case that arise in the ordinary
course of business.




“Wall” has the meaning
specified in the third proviso of Section
10.01.




“wholly-owned” means,
with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the
outstanding Equity Interests of which (other than (a) director’s qualifying
shares and (b) shares issued to foreign nationals to the extent required by
applicable Law) are owned by such Person and/or by one or more wholly-owned
Subsidiaries of such Person.




SECTION 1.02.  Other Interpretive
Provisions .  With
reference to this Agreement and each other Financing Document, unless otherwise
specified herein or in such other Financing Document:




(a)  The
meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.




(b)  The words
“herein”,
“hereto”,
“hereof” and
“hereunder” and
words of similar import when used in any Financing Document shall refer to such
Financing Document as a whole and not to any particular provision
thereof.




(i)  Article,
Section, Exhibit and Schedule references are to the Financing Document in which
such reference appears.




(ii)  The term
“including” is by way of example and not limitation.




(iii)  The term
“documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however
evidenced, whether in physical or electronic form.




(c)  In the
computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including”; the words “to” and “until” each mean
“to but excluding”; and the word “through” means “to and
including”.




(d)  Section
headings herein and in the other Financing Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Financing Document.




SECTION 1.03.  Accounting Terms and
Principles .




(a)           Except
as set forth below, all accounting terms not specifically or completely defined
herein shall be construed in conformity with GAAP and all accounting
determinations required to be made pursuant hereto (including for purpose of
measuring compliance with Section 7.14) shall,
unless expressly otherwise provided herein, be made in conformity with
GAAP.




(b)           If
any change in the accounting principles used in the preparation of the financial
statements referred to in Section 6.01 is
hereafter required or permitted by the rules, regulations, pronouncements and
opinions of the Financial Accounting Standards Board or the American Institute
of Certified Public Accountants (or any successors thereto) and such change is
adopted by the Borrower with the agreement of the Borrower’s accountants and
results in a change in any of the calculations required by Article VII
(including Section
7.14) that would not have resulted had such accounting change not
occurred, the Facility Agent and the Borrower agree (upon the  request
of the Facility Agent or the Borrower) to enter into negotiations in order to
amend such provisions so as to equitably reflect such change such that the
criteria for evaluating compliance with such covenants by the Borrower shall be
the same after such change as if such change had not been made; provided, however, that no
change in GAAP that would affect a calculation that measures compliance with any
covenant contained in Article VII
(including Section
7.14) shall be given effect until such provisions are amended with the
consent of the Majority Lenders to reflect such changes in
GAAP.  Calculations with respect to any fiscal quarter or any fiscal
year of any Person shall reference the respective fiscal quarters or fiscal
years of such Person.




SECTION 1.04.Rounding.  Any
financial ratios required to be maintained by the Borrower pursuant to this
Agreement (or required to be satisfied in order for a specific action to be
permitted under this Agreement) shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the
number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding-up if there is no nearest
number).




SECTION 1.05.References to Agreements,
Laws, Etc.  Unless
otherwise expressly provided herein, (a) references to Organizational
Documents, agreements (including the Financing Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent
that such amendments, restatements, extensions, supplements and other
modifications are not prohibited by any Financing Document; and
(b) references to any Law shall include all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting
such Law.




SECTION 1.06.  Times of
Day .  Unless
otherwise specified, all references herein to times of day shall be references
to Eastern time (daylight or standard, as applicable).




SECTION 1.07.Timing of Payment of
Performance.  When the payment of any obligation or the
performance of any covenant, duty or obligation is stated to be due or
performance required on a day which is not a Business Day, the date of such
payment (other than as described in the definition of Interest Period) or
performance shall extend to the immediately succeeding Business
Day.




SECTION 1.08.Authorized
Officers.  Any document delivered hereunder that is
signed by an Authorized Officer of any Borrower Group Member shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Borrower Group Member and
such Authorized Officer shall be conclusively presumed to have acted on behalf
of such Borrower Group Member.




ARTICLE II




THE COMMITMENTS AND CREDIT
EXTENSIONS AND CONTINUATIONS




SECTION 2.01.  The Loans .




(a)  The Term Loan
Borrowing.  Subject to the terms and conditions set forth
herein, each Lender severally agrees to make to the Borrower a single Term Loan
on the Financial Closing Date in a principal amount up to but not exceeding such
Lender’s Term Loan Commitment.  Amounts borrowed under this Section 2.01(a)
and repaid or prepaid may not be reborrowed.  Any portion of the Term
Loan Commitments that shall remain undrawn at 5:00 p.m., New York City
time, on the Financial Closing Date shall be terminated.




(b)  The Capital Expenditure Loan
Borrowings.  Subject to the terms and conditions set forth
herein, each Lender severally agrees to make Capital Expenditure Loans to the
Borrower from time to time during the Capital Expenditure Availability Period in
an aggregate principal amount at any one time outstanding not exceeding such
Lender’s Capital Expenditure Commitment.  Amounts borrowed under this
Section 2.01(b)
and repaid or prepaid may not be reborrowed.




SECTION 2.02.  Borrowings .




(a)  Each of
the Term Loan and the Capital Expenditure Loans shall be made upon the delivery
by the Borrower of an irrevocable Borrowing Request (or telephonic or email
notice promptly confirmed by delivery of an irrevocable Borrowing Request) to
the Facility Agent (which shall give to each Lender prompt notice thereof by
facsimile transmission), given no later than 1:00 p.m., New York City time, at
least four (4) Business Days prior to the requested date of any Capital
Expenditure Loan Borrowing or Term Loan Borrowing; provided that if such
Loan is to be made as an Alternate Base Rate Loan, such notice shall be so
delivered no later than 1:00 p.m., New York City time, at least one (1) Business
Day prior to the requested date of any Capital Expenditure Loan Borrowing or
Term Loan Borrowing.  Each such Borrowing Request shall specify (i)
whether the Borrower is requesting a Term Loan Borrowing or a Capital
Expenditure Loan Borrowing, (ii) the requested date of such Borrowing (which
shall be a Business Day), (iii) in the case of a Capital Expenditure Loan
Borrowing or Term Loan Borrowing, whether the related Capital Expenditure Loan
or Term Loan is to be made as an Alternate Base Rate Loan or a LIBO Rate Loan,
(iv) if the related Loan is to be made as a LIBO Rate Loan, the initial Interest
Period applicable to such Borrowing and (v) the aggregate principal amount of
Loans to be borrowed (and, subject to the terms and conditions set forth herein,
the principal amount to be borrowed from each Lender shall be its ratable share
of such aggregate principal amount, based upon the respective Commitments of
each of the Lenders at such time).




(b)  The Term
Loan shall be borrowed in a single Borrowing.  There shall be no more
than seven (7) different Interest Periods at any one time for the
outstanding Term Loan.  Borrowings of Capital Expenditure Loans shall
be in minimum amounts of $5,000,000 and increments of $1,000,000; provided that there
shall be no more than sixty (60) Capital Expenditure Loan
Borrowings.  There shall be no more than five (5) different
Interest Periods at any one time for the outstanding Capital Expenditure
Loans.




(c)  In the
case of each Borrowing, each Lender shall make the amount of the Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately
available funds not later than 11:00 a.m., New York City time, to the
account of the Facility Agent most recently designated by it for such purpose by
notice to the Lenders.  Upon satisfaction of the applicable conditions
set forth in Section 4.02 and
Section 4.03,
the Facility Agent shall make all funds so received available not later than
1:00 p.m., New York City time, by wire transfer of such funds, in each case
in accordance with instructions provided to (and reasonably acceptable to) the
Facility Agent by the Borrower.




(d)  The
failure of any Lender to make the Loan to be made by it as part of any Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Loan on the date of such Borrowing, but no Lender shall be responsible for
the failure of any other Lender to make the Loan to be made by such other Lender
on the date of any Borrowing.




SECTION 2.03.  Prepayments; Reduction and
Termination of Commitments .




(a)  Optional.  The
Borrower may, upon notice to the Facility Agent, at any time or from time to
time voluntarily prepay the Loans and/or terminate the Commitments in whole or
in part (provided, however, prior to the
Financial Closing Date, the Borrower shall be permitted to reduce the
Commitments in part but not in whole) without premium or penalty subject however
to (x) any breakage costs due in accordance with Section 2.07 and
(y) the payment of any accrued Commitment Fees and the fees set forth in the Fee
Letters; provided that
(i) in the case of LIBOR Rate Loans, such notice must be received by the
Facility Agent not later than 11:00 a.m., New York City time, three (3) Business
Days prior to any date of prepayment or termination, (ii) in the case of
Alternate Base Rate Loans, such notice must be received by the Facility Agent
not later than 11:00 a.m., New York City time, one (1) Business Day prior to any
date of prepayment or three (3) Business Days prior to any date of termination
and (iii) any partial prepayment of the Loans shall be in an aggregate
minimum amount of $500,000 and in integral multiples of $500,000 in excess
thereof, or if less, the entire principal amount thereof then
outstanding.  Each such notice shall specify the date and amount of
such prepayment or termination and the Type(s) of Loans to be prepaid and/or
Commitments to be terminated.  The Facility Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such
Lender’s ratable share of such prepayment or termination.  If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein.  Each prepayment of the Loans pursuant to this
Section 2.03(a)
shall be paid to the Lenders in accordance with their respective ratable
share.




(b)  Mandatory.  (i) The
Borrower shall be required to prepay all or a portion of the Loans and/or reduce
the Commitments, in each case as provided in clause (ii)
below:




(A)  unless
otherwise agreed by the Lenders, within three (3) Business Days after any date
on which any Borrower Group Member receives Net Cash Proceeds of any Disposition
after the Financial Closing Date (other than Dispositions permitted pursuant to
Section
7.02(a), Section 7.02(b),
Section
7.02(c), Section 7.02(e),
Section
7.02(f), Section 7.02(g),
Section 7.02(h)
or Section
7.02(i)), in the event that the Net Cash Proceeds of such Disposition
exceed $2,000,000individually or in the
aggregate in any fiscal year; provided that the
foregoing shall not apply (1) to the extent such Net Cash Proceeds are
required to be applied otherwise under the terms and conditions of Existing
Indebtedness, the Operating Company Facilities or Permitted Refinancing
Indebtedness or, in the case of a Disposition by PSE or its Subsidiaries,
applicable Law, (2) to the extent that a Dividend Prohibition applies with
respect to the applicable Subsidiary, except that if and to the extent that such
Dividend Prohibition subsequently ceases to apply (x) on or prior to the
one-year anniversary of the applicable Subsidiary’s receipt of such Net Cash
Proceeds, the prepayment otherwise required by this clause (A) shall
be reinstated except to the extent that such Net Cash Proceeds are reinvested as
permitted by clause (3) below following the applicable Reinstatement Date and
(y) after the one-year anniversary of the applicable Subsidiary’s receipt
of such Net Cash Proceeds and if such Net Cash Proceeds equal or exceed
$10,000,000 individually or in the aggregate, the prepayment otherwise required
by this clause (A) shall
be reinstated except to the extent that such Net Cash Proceeds (I) shall
have been applied to repay Indebtedness of PSE or the applicable Subsidiary, and
terminate all commitments with respect thereto such that such Indebtedness may
not be reborrowed or (II) shall have been applied to fund Utility Capital
Expenditures or (3) with respect to Dispositions permitted under Section 7.02(d)or
Section
7.02(j), the Net Cash Proceeds thereof are (x) reinvested or
(y) committed to be reinvested (in property identified to the Facility
Agent in writing with reasonable specificity), in each case, in Utility Capital
Expenditures and within one hundred and eighty (180) days following such
Disposition and, in the case of clause (y),
reinvested within twelve (12) months after the receipt thereof (provided that to the
extent that a Dividend Prohibition exists with respect to the applicable
Subsidiary at the time of receipt of such Net Cash Proceeds such one hundred and
eighty (180) day and twelve (12) month periods shall run from the
applicable Reinstatement Date if such Net Cash Proceeds are held by the
applicable Subsidiary in a segregated investment or other account, unless and
until so reinvested);




(B)  unless
otherwise agreed by the Lenders, on each Cash Sweep Calculation Date, in an
amount equal to amounts that were deposited by the Borrower and its Subsidiaries
into the Lock-Up Account pursuant to Section 6.04(c) and
Section 6.12,
during the fiscal quarter ending on the Quarter End Date which is two Quarter
End Dates (for a total of six (6) months) prior to such Cash Sweep
Date;




(C)  unless
otherwise agreed by the Majority Lenders, the Borrower shall prepay the Loans in
full and terminate the Commitments upon the occurrence of a Change of Control
after the Financial Closing Date;




(D)  unless
otherwise agreed by the Lenders, within three (3) Business Days after any date
on which any Borrower Group Member receives Net Cash Proceeds of any Issuance
that exceeds $5,000,000 individually or in the aggregate in any fiscal year;
provided that
the foregoing shall not apply (1) to the extent that such Net Cash Proceeds
are required to be applied otherwise under the terms and conditions of Existing
Indebtedness, the Operating Company Facilities or Permitted Refinancing
Indebtedness or, in the case of an Issuance by PSE, applicable Law or
(2) to the extent that a Dividend Prohibition applies with respect to the
applicable Subsidiary, except that if and to the extent that such Dividend
Prohibition subsequently ceases to apply (x) on or prior to the one-year
anniversary of the applicable Subsidiary’s receipt of such Net Cash Proceeds,
the prepayment otherwise required by this clause (D) shall
be reinstated and (y) after the one-year anniversary of the applicable
Subsidiary’s receipt of such Net Cash Proceeds and if such Net Cash Proceeds
equal or exceed $10,000,000 individually or in the aggregate, the prepayment
otherwise required by this clause (D) shall
be reinstated except to the extent that such Net Cash Proceeds (I) shall
have been applied to repay Indebtedness of PSE or the applicable Subsidiary, and
all commitments with respect thereto have been terminated such that such
Indebtedness may not be reborrowed, or (II) shall have been applied to fund
Utility Capital Expenditures;




(E)  unless
otherwise agreed by the Lenders, within three (3) Business Days after any date
on which any Borrower Group Member receives Net Cash Proceeds of any Casualty
Event occurring after the Financial Closing Date to the extent that such Net
Cash Proceeds exceed $5,000,000individually or in the
aggregate in any fiscal year; provided that the
foregoing shall not apply (1) to proceeds under business interruption
insurance, (2) to the Net Cash Proceeds of any Casualty Event required to
be applied otherwise under the terms and conditions of Existing Indebtedness,
the Operating Company Facilities or Permitted Refinancing Indebtedness or, in
the case of any such Net Cash Proceeds received by PSE or its Subsidiaries,
applicable Law, (3) to the extent that (I) the Borrower advises the
Facility Agent at the time of the receipt of the relevant Net Cash Proceeds that
it intends to use such Net Cash Proceeds to repair or replace the Property
subject to such Casualty Event or to reinvest in Utility Capital Expenditures,
(II) such Net Cash Proceeds are held by the Borrower or the applicable
Subsidiary in a segregated investment or other account until so used to repair
or replace such Property or  invest in such Utility Capital
Expenditures and (III) such Net Cash Proceeds are committed to be applied
to repair or replace such Property (or invest in Utility Capital Expenditures)
within one hundred and eighty (180) days of the receipt of such Net Cash
Proceeds (it being understood that, in the event Net Cash Proceeds from more
than one Casualty Event are held by the Borrower or the applicable Subsidiary
such Net Cash Proceeds shall be deemed to be utilized in the same order in which
such Net Cash Proceeds were so received and, accordingly, any such Net Cash
Proceeds not so committed to be applied within one hundred and eighty (180)
days of receipt or not so applied within twelve (12) months of receipt
shall be forthwith applied to the prepayment of Loans as provided above), (4)
with respect to Net Cash Proceeds which the CFO certifies are being paid to the
Borrower or the applicable Borrower Group Member to reimburse the Borrower or
such Borrower Group Member (as applicable) for expenditures previously incurred
to repair or replace the Property which was the subject of such Casualty Event,
or (5) to the extent that a Dividend Prohibition applies with respect to
the applicable Subsidiary, except that if and to the extent that such Dividend
Prohibition subsequently ceases to apply the prepayment otherwise required by
this clause (E) shall
be reinstated;




(F)  unless
otherwise agreed by the Lenders, within four (4) Business Days after a
Calculation Date occurring after a Quarterly Period in which an Excess Cash
Sweep Event occurred or was continuing, in an amount equal to Excess Cash during
such Quarterly Period (provided, however, to the
extent an Excess Cash Sweep Event no longer exists at the end of such Quarterly
Period, then the Excess Cash during such period shall not be considered in this
calculation) multiplied by the applicable
Excess Cash Sweep Percentage; and




(G)  unless
otherwise agreed by the Lenders, within four (4) Business Days after a
Calculation Date, in an amount equal to any Distributable Cash Balance, as
specified in the certificate of the CFO delivered pursuant to Section 6.04(c),
minus any Base
Capital Expenditures (to the extent not already deducted in the calculation of
Distributable Cash) paid for with such Distributable Cash (the amount resulting
from the calculation referred to in this Section
2.03(b)(i)(G), the “Distributable Cash Sweep
Amount”); provided, however, the Borrower
shall only be required to make the prepayment referred to in this Section 2.03(b)(i)(G)
as and when proceeds of Distributable Cash are actually received by it but the
Borrower shall continue to be required to prepay an amount equal to the
Distributable Cash Sweep Amount until such amount is fully prepaid.




(ii) (A)
In the case of any required prepayment or reduction of the Facilities pursuant
to Section 2.03(b)(i)
on or after the Financial Closing Date the applicable amount determined pursuant
to Section 2.03(b)(i)
shall be applied on the date of receipt with respect to Net Cash Proceeds, the
applicable Quarter End Date or such other date specified in Section 2.03(b)(i)
and shall be applied to the Loans, first, ratably to
prepay the Term Loans, and the Capital Expenditure Loans and second, to reduce the
Capital Expenditure Commitments; and




(B)           The
Borrower shall notify the Facility Agent in writing of any mandatory prepayment
of the Facilities required to be made pursuant to this Section 2.03(b)
at least three (3) Business Days prior to the date of such
prepayment.  Each such notice shall specify the date of such
prepayment and provide a reasonably detailed calculation of the amount of such
prepayment.  The Facility Agent will promptly notify each Lender of
the contents of the Borrower’s prepayment notice and of such Lender’s ratable
share of the prepayment.




(c)  Accrued Interest; Funding Losses,
Etc.  All prepayments under this Section 2.03
shall be made together with all accrued and unpaid interest on the amount to be
prepaid and, in the event that any such prepayment is made on a date other than
the last day of an Interest Period therefor, any amounts owing in respect of
such Loan pursuant to Section 2.07(b).




(d)  Termination of
Commitments.  Unless the Financial Closing Date shall have
occurred on or prior to the Termination Date, the Commitments shall terminate on
the Termination Date.




SECTION 2.04.  Repayment of
Loans .  The
Borrower shall repay to the Facility Agent for the ratable account of the
Lenders on the Final Maturity Date, the aggregate principal amount of the Loans
outstanding on such date.




SECTION 2.05.  Interest .




(a)  Subject
to the provisions of Section 2.05(b)
the Borrower hereby agrees to pay to the Facility Agent for the account of each
Lender interest on the unpaid principal amount of each Loan made by such Lender
for the period from and including the date of such Loan to but excluding the
date such Loan shall be paid in full at the rate equal to the Interest
Rate.




(b)  Notwithstanding
the provisions of Section 2.05(a)
to the contrary, the Borrower hereby agrees that all past due amounts hereunder
shall bear interest at a rate per annum equal to the
Default Rate for the period from and including the date such past due amount was
due to but excluding the date such amount is paid in full.  Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.




(c)  Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified
herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.




(d)  Notices
by the Borrower to the Facility Agent of a change in the duration of Interest
Periods or of the conversion of an Alternate Base Rate Loan to a LIBO Rate Loan
or of a LIBO Rate Loan to an Alternate Base Rate Loan, shall be irrevocable and
shall be effective only if received by the Facility Agent not later than
1:00 p.m., New York City time, three (3) Business Days prior to the
first day of each subsequent Interest Period.  Each such notice shall
specify the Loans to which such Interest Period is to relate.  The
Facility Agent shall promptly notify the Lenders of the contents of each such
notice.




SECTION 2.06.  Fees .




(a)  Commitment
Fee.  The Borrower shall pay to the Facility Agent for the
ratable account of each Lender a commitment fee (the “Commitment Fee”) on
the daily average unutilized amount of such Lender’s aggregate Term Loan
Commitment and Capital Expenditure Commitment (as such Term Loan Commitment and
Capital Expenditure Commitment may be reduced from time to time under Section 2.03) at
a rate per annum equal
to the Commitment Fee rate set forth in the definition of “Applicable Margin” at
such time, for the period from and including the Signing Date to but excluding
the Final Maturity Date; provided that any
Commitment Fee accrued with respect to any of the Commitments of a Defaulting
Lender during the period prior to the time such Lender became a Defaulting
Lender and unpaid at such time shall not be payable by the Borrower so long as
such Lender shall be a Defaulting Lender except to the extent that such
Commitment Fee shall otherwise have been due and payable by the Borrower prior
to such time and; provided, further, that no
Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so
long as such Lender shall be a Defaulting Lender.  The Commitment Fee
shall accrue at all times from and including the Signing Date to but excluding
the Final Maturity Date.  The accrued Commitment Fee shall become due
and payable upon the Completion Date (whether or not the Merger is financed by
proceeds from the Facilities), and thereafter shall become payable in arrears on
each Quarter End Date commencing on the first Quarter End Date following the
Term Loan Borrowing until the earlier of the date all remaining Commitments are
terminated or the Final Maturity Date.  If the Merger Agreement is
terminated, any Commitment Fee accrued from and including the Signing Date to
but excluding such termination date shall become due and payable solely to the
extent of any break up, topping or similar fee or the payment of any other form
of consideration (including reimbursement of expenses) received by Puget
Holdings, Parent Holdco (to the extent such Person is not Puget Holdings), the
Parent or the Borrower prior to the application of such fee or other
consideration for any other uses; provided, however, if the
amount of such fee or other consideration is insufficient to pay the Commitment
Fee accrued until the date of payment pursuant to this Section 2.06 and any
commitment fees owed to the lenders committed to the Operating Company
Facilities, then the Borrower shall pay a portion of such fee or other
consideration to the payment of the Commitment Fee under this Section 2.06 and a
portion to the payment of commitment fees owed to the lenders committed to the
Operating Company Facilities, on a pro rata basis.  Notwithstanding
the foregoing, prior to the Facility Agent’s receipt of evidence of the ratings
referred to in Section 4.02(h),
the Commitment Fee shall be 0.75% per annum.




(b)  Other
Fees.  The Borrower shall pay such fees as shall have been
separately agreed upon in writing including, without limitation, pursuant to the
Fee Letters, in the amounts and at the times so specified.




SECTION 2.07.  Computation of Interest and
Fees .




(a)  All
computations of interest and fees shall be made on the basis of a
three-hundred-and-sixty- (360-) day year and actual days elapsed, except that
interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).  Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid; provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section 2.09(a),
bear interest for one (1) day.  Each determination by the
Facility Agent of an interest rate or fee hereunder shall be conclusive and
binding for all purposes, absent manifest error.




(b)  In the
event of (i) the payment of any principal of any Loan other than on the
last day of the Interest Period for that Loan (including under Section 2.03 or
as a result of an Event of Default or otherwise), (ii) the failure to
borrow on the date specified in any Borrowing Request or failure to repay or
prepay any Loan on any scheduled repayment or prepayment date or (iii) the
assignment of any Loan other than on the last day of its Interest Period as a
result of a request by the Borrower pursuant to Section 3.06,
then, in any such event, the Borrower shall compensate each Lender for the loss,
cost and expense attributable to any such event.  Such loss, cost or
expense to any Lender shall be deemed to include an amount reasonably determined
by such Lender to be the excess, if any, of (x) the amount of interest that
would have accrued on the principal amount of such Loan had such event not
occurred for the period from the date of such event to the last day of the then
current Interest Period for such Loan (or, in the case of a failure to borrow,
for the period that would have been the Interest Period for such Loan) over
(y) the amount of interest that would accrue on such principal amount for
that period at the interest rate that such Lender would bid were it to bid, at
the commencement of that period, for Dollar deposits of a comparable amount and
period from other banks in the eurodollar market; provided, however, that such
amount shall exclude any anticipated profit of such Lender.  The
Borrower shall, upon demand of any Lender (with a copy to the Facility Agent)
which demand shall be accompanied by a calculation, in reasonable detail, of the
amounts so demanded, promptly pay such Lender the amounts due and payable
hereunder.




SECTION 2.08.  Evidence of
Indebtedness .




(a)  The
Borrowings provided by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and evidenced by one or more entries in the
Register maintained by the Facility Agent, in each case in the ordinary course
of business.  The accounts or records maintained by the Facility Agent
and each Lender shall be prima
facie evidence absent manifest error of the amount of the Borrowings
provided by the Lenders to the Borrower and the interest and payments
thereon.  Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrower hereunder to
pay any amount owing with respect to the Obligations.  In the event of
any conflict between the accounts and records maintained by any Lender and the
accounts and records of the Facility Agent in respect of such matters, the
accounts and records of the Facility Agent shall control in the absence of
manifest error.  Upon the request of any Lender made through the
Facility Agent, the Borrower shall execute and deliver to such Lender (through
the Facility Agent) a Term Note and/or a Capital Expenditure Note, as applicable
payable to such Lender, which shall evidence such Lender’s Loans in addition to
such accounts or records.  Each Lender may attach schedules to its
Note and endorse thereon the date, amount and maturity of its Loans and payments
with respect thereto.




(b)  Entries
made in good faith by the Facility Agent in the Register pursuant to Section 2.08(a),
and by each Lender in its account or accounts pursuant to Section 2.08(a),
shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register, each Lender
and, in the case of such account or accounts, such Lender, under this Agreement
and the other Financing Documents, absent manifest error; provided that the
failure of the Facility Agent or such Lender to make an entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall
not limit or otherwise affect the Obligations of the Borrower under this
Agreement and the other Financing Documents.




SECTION 2.09.  Payments
Generally.




(a)  All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  All payments by
the Borrower hereunder shall be made by wire transfer in immediately available
funds to the Facility Agent, for the account of the respective Lenders to which
such payment is owed, not later than 2:00 p.m., New York City time, on the
date specified herein.  The Facility Agent will promptly distribute to
each Lender its ratable share (or other applicable share as provided herein) of
such payment in like funds as received by wire transfer to such Lender’s Lending
Office.  All payments received by the Facility Agent after
2:00 p.m., New York City time, shall in each case be deemed received on the
next succeeding Business Day and any applicable interest or fee shall continue
to accrue.




(b)  Unless
the Borrower or any Lender has notified the Facility Agent, prior to the date
any payment is required to be made by it to the Facility Agent hereunder, that
the Borrower or such Lender, as the case may be, will not make such payment, the
Facility Agent may assume that the Borrower or such Lender, as the case may be,
has timely made such payment and may (but shall not be so required to), in
reliance thereon, make available a corresponding amount to the Person entitled
thereto.  If, and to the extent that, such payment was not in fact
made to the Facility Agent in immediately available funds, then:




(i)  if the
Borrower failed to make such payment, each Lender shall forthwith on demand
repay to the Facility Agent the portion of such assumed payment that was made
available to such Lender in immediately available funds, together with interest
thereon in respect of each day from and including the date such amount was made
available by the Facility Agent to such Lender to the date such amount is repaid
to the Facility Agent in immediately available funds at the Federal Funds Rate
from time to time in effect; and




(ii)  if any
Lender failed to make such payment, such Lender shall forthwith on demand pay to
the Facility Agent the amount thereof in immediately available funds, together
with interest thereon for the period from the date such amount was made
available by the Facility Agent to the Borrower to the date such amount is
recovered by the Facility Agent (the “Compensation Period”)
at a rate per annum
equal to the Federal Funds Rate from time to time in effect.  When
such Lender makes payment to the Facility Agent (together with all accrued
interest thereon), then such payment amount (excluding the amount of any
interest which may have accrued and been paid in respect of such late payment)
shall constitute such Lender’s Loan included in the applicable
Borrowing.  If such Lender does not pay such amount forthwith upon the
Facility Agent’s demand therefor, the Facility Agent may make a demand therefor
upon the Borrower, and the Borrower shall pay such amount to the Facility Agent,
together with interest thereon for the Compensation Period at a rate per annum equal to the rate
of interest applicable to the applicable Borrowing.  Nothing herein
shall be deemed to relieve any Lender from its obligation to fulfill its
Commitment or to prejudice any rights which the Facility Agent or the Borrower
may have against any Lender as a result of any default by such Lender
hereunder.




A notice
of the Facility Agent to any Lender or the Borrower with respect to any amount
owing under this Section 2.09(b)
shall be conclusive, absent manifest error.




(c)  If any
Lender makes available to the Facility Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article II, and
such funds are not made available to the Borrower by the Facility Agent because
the conditions to the applicable Borrowing set forth in Article IV are
not satisfied or waived in accordance with the terms hereof, the Facility Agent
shall promptly return such funds to such Lender, without interest.




(d)  The
obligations of the Lenders hereunder to make Loans are several and not
joint.  The failure of any Lender to make any Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase
its participation.




(e)  Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan
in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.




(f)  Whenever
any payment received by the Facility Agent under this Agreement or any of the
other Financing Documents is insufficient to pay in full all amounts due and
payable to the Facility Agent and the Lenders under or in respect of this
Agreement and the other Financing Documents on any date, such payment shall be
distributed by the Facility Agent and applied by the Facility Agent and the
Lenders in the order of priority set forth in Section 8.03.  If
the Facility Agent receives funds for application to the Obligations of the
Borrower under or in respect of the Financing Documents under circumstances for
which the Financing Documents do not specify the manner in which such funds are
to be applied, the Facility Agent may, but at the direction of Majority Lenders
shall, elect to distribute such funds to each of the Lenders in accordance with
such Lender’s ratable share of the sum of the Outstanding Amount of all Loans
and other Obligations outstanding at such time in repayment or prepayment of
such of the outstanding Loans or other Obligations then owing to such
Lender.




(g)  Except to
the extent otherwise provided herein:  (i) each Borrowing of a
particular Class shall be made from the relevant Lenders and each termination or
reduction of the amount of the Commitments of a particular Class shall be
applied to the respective Commitments of such Class of the relevant Lenders, pro
rata according to the amounts of their respective Commitments of such Class,
(ii) each Borrowing of any Class shall be allocated pro rata among the
relevant Lenders according to the amounts of their respective Commitments of
such Class (in the case of the making of Loans) or their respective Loans of
such Class that are to be included in such Borrowing (in the case of conversions
and continuations of Loans), (iii) each payment or prepayment of principal
of Loans of any Class by the Borrower shall be made for account of the relevant
Lenders pro rata in accordance with the respective unpaid principal amounts of
the Loans of such Class held by them, and (iv) each payment of interest on
Loans or any Class by the Borrower shall be made for account of the relevant
Lenders pro rata in accordance with the amounts of interest on such Loans then
due and payable to the respective Lenders.




SECTION 2.10.Sharing of
Payments.  If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it,
any payment (whether voluntary, involuntary, through the exercise of any right
of setoff, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify
the Facility Agent of such fact, and (b) purchase from the other Lenders
such participations in the Loans made by them as shall be necessary to cause
such purchasing Lender to share the excess payment in respect of such Loans, pro
rata with each of them; provided that if all
or any portion of such excess payment is thereafter recovered from the
purchasing Lender under any of the circumstances described in Section 10.06
(including pursuant to any settlement entered into by the purchasing Lender in
its discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender’s ratable share (according
to the proportion of (x) the amount of such paying Lender’s required
repayment to (y) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered, without further interest
thereon.  The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by
applicable Law, exercise all its rights of payment (including the right of
setoff, but subject to Section 10.09)
with respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.  The
Facility Agent will keep records (which shall be conclusive and binding in the
absence of manifest error) of participations purchased under this Section 2.10 and
will in each case notify the Lenders following any such purchases or
repayments.  Each Lender that purchases a participation pursuant to
this Section 2.10
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations
purchased.




SECTION 2.11.  Incremental
Facility .




(a)  The
Borrower may at any time or from time to time during the Incremental Facility
Availability Period, by notice to the Facility Agent (whereupon the Facility
Agent shall promptly deliver a copy to each of the Lenders), request that one or
more additional tranches of Capital Expenditure Loans (the “Incremental Loans”)
be made available to the Borrower.  At the time of (i) any such
request and upon the effectiveness of any Incremental Amendment referred to
below (x) no Default or Event of Default shall exist or would exist after giving
effect thereto, (y) a Lock-Up Event shall not have occurred and be
continuing and (z) Group FFO Leverage Ratio shall not be less than 8.50%
and (ii) the initial request for a Borrowing of Incremental Loans, all Capital
Expenditure Commitments (which, for avoidance of doubt, shall not refer to
commitments for Incremental Loans) shall have been fully borrowed.




(b)  Each
tranche of Incremental Loans shall be in an aggregate principal amount that is
not less than $25,000,000 (provided, that such
amount may be less than $25,000,000 if such amount represents all remaining
availability under the limit set forth in the next
sentence).  Notwithstanding anything to the contrary herein, the
aggregate principal amount of the Incremental Loans shall not exceed the sum of
$750,000,000.




(c)  The
Incremental Loans (i) shall rank paripassu in right of
payment and of security with the Loans, (ii) shall not mature earlier than
one year after the Final Maturity Date, (iii) shall not be materially more
restrictive, taken as a whole, to the Borrower (including with respect to
mandatory and voluntary prepayments) than the terms of this Agreement; provided that a
certificate of an Authorized Officer of the Borrower is delivered to the
Facility Agent at least five (5) Business Days (or such shorter period as the
Facility Agent may reasonably agree) prior to the effectiveness of any
Incremental Amendment, together with a reasonably detailed description of the
material terms and conditions of such Indebtedness or drafts of the
documentation relating thereto, stating that the Borrower has determined in good
faith that such terms and conditions satisfy the foregoing requirement shall be
conclusive evidence that such terms and conditions satisfy the foregoing
requirement unless the Facility Agent notifies the Borrower within such period
that it disagrees with such determination (including a reasonable description of
the basis upon which it disagrees), (iv) shall have a weighted average life not
shorter than that of the remaining average life of the Capital Expenditure Loans
and (v) shall otherwise be on terms and conditions to the extent not
consistent with the Facilities, reasonably satisfactory to the Majority
Lenders.  If the Applicable Margin with respect to the Incremental
Loans exceeds the Applicable Margin then in effect for the Loans, by more than
25 basis points (the amount of such excess above the Applicable Margin
being referred to herein as the “Margin
Differential”), then the Applicable Margin for the Loans shall
automatically be increased by the Margin Differential, effective upon the making
of the Incremental Loans.




(d)  Each
notice from the Borrower pursuant to this Section shall set forth the requested
amount and proposed terms of the relevant Incremental
Loans.  Incremental Loans may be made by any existing Lender (and each
existing Lender will have the right, but not an obligation, to make a portion of
any Incremental Loan on terms permitted in this Section 2.11) or by
any other bank or other financial institution (any such other bank or other
financial institution being called an “Additional Lender”);
provided that
in no event or at any time shall any Borrower Affiliate or Macquarie Affiliate
be a Lender for any Incremental Loans (including by means of assignment or
participation pursuant to Section
10.07).  Commitments in respect of Incremental Loans shall
become Commitments under this Agreement pursuant to an amendment (an “Incremental
Amendment”) to this Agreement and, as appropriate, the other Financing
Documents, executed by the Parent, the Borrower, each Lender agreeing to provide
such Commitment, if any, each Additional Lender, if any, and the Facility
Agent.  The Incremental Amendment may, without the consent of any
other Lenders, effect such amendments to this Agreement and the other Financing
Documents as may be necessary or appropriate, in the reasonable opinion of the
Facility Agent and the Borrower, to effect the provisions of this
Section.  The effectiveness of (and, in the case of any Incremental
Amendment, the borrowing under) any Incremental Amendment shall be subject to
the satisfaction on the date thereof (each, an “Incremental Facility
Financial Closing Date”) of each of the conditions set forth in Section 4.03 (it
being understood that all references to the Financial Closing Date or “the date
of such Loan” or similar language in such Section 4.03
shall be deemed to refer to the effective date of such Incremental Amendment)
and such other conditions as the parties thereto shall agree.  The
Borrower shall use the proceeds of the Incremental Loans solely for the purpose
for which the proceeds of Capital Expenditure Loans may be used.  No
Lender shall be obligated to provide any Commitment with respect to any
Incremental Loans unless it so agrees.




(e)  This
Section 2.11
shall supersede any provisions in Section 10.01 to the
contrary.




ARTICLE III




TAXES, INCREASED COSTS
PROTECTION AND ILLEGALITY




SECTION 3.01.  Taxes.




(a)  Except as
provided in this Section 3.01,
any and all payments by or on behalf of the Borrower to or for the account of
any Agent or any Lender under any Financing Document shall be made free and
clear of and without deduction for any and all present or future taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and all liabilities (including additions to tax, penalties and interest with
respect thereto), imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding in the case of each Agent and each Lender,
Excluded Taxes.  All taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and liabilities described in
the immediately preceding sentence other than Excluded Taxes are hereinafter
referred to as “Taxes”.  If
the Borrower shall be required by any Laws to deduct any Taxes or Other Taxes
from or in respect of any sum payable under any Financing Document to any Agent
or any Lender, (i) 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 3.01),
each of such Agent and such Lender receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall
make such deductions, (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable Laws, and (iv) within sixty (60) days after the date of
such payment (or, if receipts or evidence are not available within
sixty (60) days, as soon as possible thereafter), the Borrower shall
furnish to such Agent or Lender (as the case may be) the original or a certified
copy of a receipt evidencing payment thereof to the extent such a receipt is
issued therefor, or other written proof of payment thereof that is reasonably
satisfactory to the Facility Agent.  If the Borrower fails to pay any
Taxes or Other Taxes when due to the appropriate taxing authority or fails to
remit to any Agent or any Lender the required receipts or other required
documentary evidence, the Borrower shall indemnify such Agent and such Lender
for any incremental taxes, interest or penalties that may become payable by such
Agent, or such Lender arising out of such failure.




(b)  In
addition, the Borrower agrees to pay any and all present or future stamp, court
or documentary taxes and any other excise, property, intangible or mortgage
recording taxes or similar charges or levies which arise from any payment made
under any Financing Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Financing
Document (hereinafter referred to as “Other
Taxes”).




(c)  The
Borrower agrees to indemnify each Agent and each Lender for (i) the full
amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable under this Section 3.01)
paid by such Agent and such Lender and (ii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto (other than those resulting from such Person’s gross negligence
or willful misconduct), in each case whether or not such Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided that such
Agent or Lender, as the case may be, provides the Borrower with a written
statement thereof setting forth in reasonable detail the basis and calculation
of such amounts.  Payment under this Section 3.01(c)
shall be made within sixty (60) days after the date such Lender or such
Agent provides such written statement.




(d)  Each
Lender agrees that, upon the occurrence of any event giving rise to the
operation of Section 3.01(a),
(b) or (c) with respect to
such Lender, it will use its commercially reasonable efforts to minimize any
increased cost or other compensation payable by the Borrower including, if
requested by the Borrower, designating (subject to such Lender’s overall
internal policies of general application and legal and regulatory restrictions)
another Lending Office for any Loan affected by such event; provided that such
efforts are made on terms that, in the judgment of such Lender exercised in good
faith, cause such Lender and its Lending Office(s) to suffer no material
economic, tax, legal or regulatory disadvantage, and provided further that nothing
in this Section 3.01(d)
shall affect or postpone any of the Obligations of the Borrower or the rights of
such Lender pursuant to Section 3.01(a),
(b) or (c).  Nothing
herein contained shall interfere with the right of a Lender or Agent to arrange
its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent
to make available its tax returns or disclose any information relating to its
tax affairs (other than providing IRS forms, to the extent required by Sections 3.01(e) and
(f)) or any
computations in respect thereof or require any Lender or Agent to do anything
that would prejudice its ability to benefit from any other refunds, credits,
reliefs, remissions or repayments to which it may be entitled.




(e)  Each
Foreign Lender, if it is legally able to do so, shall deliver to the Borrower
(with a copy to the Facility Agent), prior to receipt of any payment subject to
withholding under the Code (or upon accepting an assignment of an interest
herein or upon designation of a new Lending Office), two (2) duly signed
and properly completed copies of either IRS Form W-8BEN or any successor
thereto (relating to such Foreign Lender and entitling it to an exemption from,
or reduction of, withholding tax on all payments to be made to such Foreign
Lender by the Borrower pursuant to the Financing Documents) or IRS
Form W-8ECI or any successor thereto (relating to all payments to be made
to such Foreign Lender by the Borrower pursuant to the Financing Documents) or
such other evidence satisfactory to the Borrower and the Facility Agent that
such Foreign Lender is entitled to an exemption from, or reduction of, Taxes,
including any exemption pursuant to Section 881(c) of the
Code.  Thereafter and from time to time, each such Foreign Lender
shall, (i) if it is legally able to do so, promptly submit to the Borrower
(with a copy to the Facility Agent) such additional properly completed and duly
signed copies of one of such forms (or such successor forms as shall be adopted
from time to time by the relevant United States taxing authorities) as may then
be required under then current laws and regulations to avoid, or such evidence
as is satisfactory to the Borrower and the Facility Agent of any available
exemption from or reduction of, Taxes in respect of all payments to be made to
such Foreign Lender by the Borrower pursuant to the Financing Documents, and
(ii) promptly notify the Borrower and the Facility Agent of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.




(f)  If a
Lender or successor Facility Agent is a United States person under
Section 7701(a)(30) of the Code, such person shall, at the request of the
Borrower or the Facility Agent, provide two duly signed and properly completed
copies of IRS Form W-9 (or any successor form thereto) to the Borrower
(with a copy to the Facility Agent), certifying that such person is entitled to
a complete exemption from United States backup withholding tax on payments
pursuant to the Financing Documents.  Any person supplying forms
pursuant to this Section 3.01(f)
shall deliver to the Borrower and the Facility Agent additional copies of the
relevant forms on or before the date that such form expires, and shall promptly
notify the Borrower and Facility Agent of any change in circumstances that would
modify or render invalid any forms previously provided.




(g)  If any
Agent or Lender determines, in good faith and in its sole discretion, that it
has received a refund of Taxes or Other Taxes as to which it has received
additional amounts pursuant to this Section 3.01, it
shall pay over such refund to the Borrower (but only to the extent of additional
amounts paid by the Borrower under this Section 3.01 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
reasonable out-of-pocket expenses of such Agent or Lender (including any Taxes
imposed with respect to such refund) as is determined by such Agent or Lender in
good faith and in its sole discretion, and as will leave such Agent or Lender in
no worse position than it would be in if no such Taxes or Other Taxes had been
imposed and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, however, that
Borrower, upon the request of such Agent or Lender, agrees to promptly repay the
amount paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to such Agent or Lender in the
event such Agent or Lender is required to repay such refund to such Governmental
Authority.




SECTION 3.02.Illegality.  If
any Lender shall reasonably determine in good faith (which determination shall,
upon notice thereof to the Borrower and the Facility Agent, be conclusive and
binding on the Borrower absent manifest error) that any Law makes it unlawful,
or any central bank or other Governmental Authority or comparable agency asserts
that it is unlawful, for such Lender to make, continue or maintain any Loan as a
LIBO Rate Loan, the obligations of such Lender to make, continue or maintain any
such Loans shall, upon such determination, forthwith be suspended until such
Lender shall notify the Facility Agent that the circumstances causing such
suspension no longer exist (and the Facility Agent will promptly so notify the
Borrower).  Upon receipt of notice of such determination, the Borrower
shall upon demand from such Lender (with a copy to the Facility Agent), prepay
or convert such LIBO Rate Loans of such Lender to Alternate Base Rate Loans,
either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such LIBO Rate Loans to such day, or promptly, if
such Lender may not lawfully continue to maintain such LIBO Rate
Loans.  Upon any such prepayment or conversion, the Borrower shall
also pay accrued interest on the amount so prepaid or converted and all amounts
due, if any, in connection with such prepayment or conversion under Section 2.07(b).  Each
Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.




SECTION 3.03.Inability to Determine
Rates.  If prior to the commencement of any Interest
Period the Facility Agent shall have determined that by reason of circumstances
affecting the Facility Agent’s relevant market, adequate means do not exist for
ascertaining the LIBO Rate, or if the Majority Lenders determine that the LIBO
Rate for any requested Interest Period with respect to a proposed Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Loan, or
that Dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and the Interest Period of such
Loan, the Facility Agent will promptly so notify the
Borrower.  Thereafter, the obligation of the Lenders under this
Agreement to make or continue any Loans as LIBO Rate Loans shall forthwith be
suspended until the Facility Agent shall notify the Borrower and the Lenders
that the circumstances causing such suspension no longer exist.  Upon
receipt of notice of such determination, (a) the Borrower shall upon demand
by the Facility Agent (with a copy to the Lenders), prepay or convert such LIBO
Rate Loans to Alternate Base Rate Loans on the last day of the Interest Period
therefor and (b) the Borrower may revoke any pending request for a
Borrowing hereunder or, failing that, will be deemed to have converted such
request into a request for a Borrowing of Alternate Base Rate Loans in the
amount specified therein.




SECTION 3.04.  Increased Cost and Reduced
Return; Capital Adequacy; Reserves on LIBO Rate Loans .




(a)  If any
Lender reasonably determines in good faith that as a result of any Change in
Law, or such Lender’s compliance therewith, there shall be any increase in the
cost to such Lender of agreeing to make or making, funding or maintaining the
Loans, or a reduction in the amount received or receivable by such Lender in
connection with the foregoing (excluding for purposes of this Section 3.04(a)
any such increased costs or reduction in amount resulting from (i) Taxes,
Excluded Taxes or Other Taxes (as to which Section 3.01
shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income (including branch profits), and franchise (and similar)
taxes imposed in lieu of net income taxes, by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or maintains a Lending Office and
(iii) reserve requirements contemplated by Section 3.04(c)
then from time to time within sixty (60) days after demand by such Lender
setting forth in reasonable detail such increased costs (with a copy of such
demand to the Facility Agent given in accordance with Section 2.07(b)),
the Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such increased cost or reduction.




(b)  If any
Lender reasonably determines in good faith that a Change in Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender’s obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender’s desired return on capital), then from time to time upon demand of
such Lender setting forth in reasonable detail the charge and the calculation of
such reduced rate of return (with a copy of such demand to the Facility Agent
given in accordance with Section 2.07(b)),
the Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction within sixty (60) days after receipt of such
demand.




(c)  The
Borrower shall pay to each Lender, as long as such Lender shall be required to
comply with any reserve ratio requirement or analogous requirement of any
central banking or financial regulatory authority imposed in respect of the
maintenance of the Commitments or the Loans, such additional costs (expressed as
a percentage per annum
and rounded upwards, if necessary, to the nearest five decimal places) equal to
the actual costs allocated to such Commitment or Loan by such Lender (as
reasonably determined by such Lender in good faith) which in each case shall be
due and payable on each date on which interest is payable on such Loan; provided that the
Borrower shall have received at least sixty (60) days’ prior notice (with a
copy to the Facility Agent) of such additional interest or cost from such
Lender.  If a Lender fails to give notice sixty (60) days prior
to the relevant payment date, such additional interest or cost shall be due and
payable sixty (60) days from receipt of such notice.




(d)  Failure
or delay on the part of any Lender to demand compensation pursuant to this Section 3.04
shall not constitute a waiver of such Lender’s right to demand such
compensation; provided that the
Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a)
or (b) for any
such increased cost or reduction incurred more than one hundred
eighty (180) days prior to the date that such Lender demands, or notifies
the Borrower of its intention to demand, compensation therefor; provided, further that, if the
circumstance giving rise to such increased cost or reduction is retroactive,
then such 180-day period referred to above shall be extended to include the
period of retroactive effect thereof.




(e)  If any
Lender requests compensation under this Section 3.04,
then such Lender will use its commercially reasonable efforts to minimize any
increased cost or other compensation payable by the Borrower including, if
requested by the Borrower, designating another Lending Office for any Loan
affected by such event; provided that such
efforts are made on terms that, in the reasonable judgment of such Lender, cause
such Lender and its Lending Office(s) to suffer no material economic, legal or
regulatory disadvantage, and; provided, further that nothing
in this Section 3.04(e)
shall affect or postpone any of the Obligations of any Borrower or the rights of
such Lender pursuant to Section 3.04(a),
(b) or (d).




SECTION 3.05.Matters Applicable to All
Requests for Compensation.  Any Agent or Lender claiming
compensation under this Article III
shall deliver a certificate, prepared by the such Agent or Lender (as
applicable) in good faith, to the Borrower setting forth the additional amount
or amounts to be paid to it hereunder which shall be conclusive in the absence
of manifest error.  In determining such amount, such Agent or Lender
may use any reasonable averaging and attribution methods.




SECTION 3.06.  Replacement of Lenders Under Certain Circumstances




(a)  If at any
time (i) the Borrower becomes obligated to pay additional amounts or
indemnity payments described in Section 3.01 or
Section 3.04 as
a result of any condition described in such Sections or any Lender ceases to
make LIBO Rate Loans as a result of any condition described in Section 3.02 or
Section 3.03,
(ii) any Lender becomes a Defaulting Lender or (iii) any Lender
becomes a “Non-Consenting
Lender” (as defined below in this Section 3.06),
then the Borrower may, on ten (10) Business Days’ prior written notice to
the Facility Agent and such Lender, replace such Lender by causing such Lender
to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b)
(with the assignment fee to be paid by the Borrower in such instance) all of its
rights and obligations under this Agreement to one or more Permitted Replacement
Lenders; provided that neither
the Facility Agent nor any Lender shall have any obligation to the Borrower to
find a replacement Lender or other such Person and; provided, further that in the
case of any such assignment resulting from a claim for compensation under Section 3.04 or
payments required to be made pursuant to Section 3.01,
such assignment will result in a reduction in such compensation or
payments.




(b)  Any
Lender being replaced pursuant to Section 3.06(a)
above shall (i) execute and deliver an Assignment and Assumption with
respect to such Lender’s Commitment and outstanding Loans and (ii) deliver
any Notes evidencing such Loans to the Borrower or Facility
Agent.  Pursuant to such Assignment and Assumption, (A) the
Assignee Lender shall acquire all or a portion, as the case may be, of the
assigning Lender’s Commitment and outstanding Loans, (B) all obligations of
the Borrower owing to the assigning Lender relating to the Loans so assigned
shall be paid in full by the Assignee Lender to such assigning Lender
concurrently with such Assignment and Assumption and (C) upon such payment
and, if so requested by the Assignee Lender, delivery to the Assignee Lender of
the appropriate Note or Notes executed by the Borrower, the Assignee Lender
shall become a Lender hereunder and the assigning Lender shall cease to
constitute a Lender hereunder with respect to such assigned Loans and
Commitments, except with respect to indemnification provisions under this
Agreement, which shall survive as to such assigning Lender.




(c)  In the
event that (i) the Borrower or the Facility Agent has requested the Lenders
to consent to a waiver of the obligation of the Borrower to prepay the Loans and
terminate the Commitments pursuant to Section 2.03(b)(i)(A),
(B), (D), (E), (F) or (G) and (ii) the
Majority Lenders have agreed to such waiver, then any Lender who does not agree
to such waiver shall be deemed a “Non-Consenting
Lender”.




SECTION 3.07.Survival.  All
of the Borrowers’ obligations under this Article III
shall survive termination of the Commitments and repayment of all other
Obligations hereunder.




ARTICLE IV




CONDITIONS
PRECEDENT




SECTION 4.01.Effective
Date.  The occurrence of the Effective Date and the
effectiveness of this Agreement are subject to the receipt by the Facility Agent
of each of the agreements and other documents, and the conditions precedent set
forth below, each of which shall be (x) (other than the documents referred
to in clause (c)
below, which shall be deemed to be satisfactory) in form and substance
reasonably satisfactory to the Facility Agent and (y) if applicable, in
full force and effect (unless, in each case, waived by each
Lender):




(a)  this
Agreement duly executed and delivered by the parties hereto, with all Exhibits
attached hereto;




(b)  the
following documents, each certified as indicated below:




(i)  a copy of
a certificate as to the existence/authorization of each of the Borrower and the
Parent from the Secretary of State of the Borrower’s and the Parent’s respective
state of organization dated as of a recent date;




(ii)  a copy of
the articles of incorporation or certificate of formation (or such other
constitutive documents as the case may be) of each of the Borrower and the
Parent, together with any amendments thereto, certified by the Secretary of
State of the Borrower’s and the Parent’s respective state of organization dated
as of a recent date; and




(iii)  a
certificate of each of the Borrower and the Parent, executed by an Authorized
Officer of such Person certifying:




(A)  that
attached to such certificate is a true and complete copy of the Organizational
Documents of the Borrower and the Parent, as applicable, in each case as amended
and in effect on the date of such certificate;




(B)  that
attached to such certificate is a true and complete copy of resolutions duly
adopted by the authorized governing body of the Borrower and the Parent, as
applicable, authorizing the execution, delivery and performance of the
Transaction Documents to which it is a party and that such resolutions have not
been modified, rescinded or amended and are in full force and effect;
and




(C)  as to the
incumbency and specimen signature of each officer, member or partner (as
applicable) of the Borrower and the Parent, as applicable, executing the
Transaction Documents to which the Borrower and the Parent, as applicable, is a
party and each other document to be delivered by the Borrower or the Parent, as
applicable, from time to time pursuant to the terms thereof (and the Facility
Agent and each Lender may conclusively rely on such incumbency certification
until it receives notice in writing from the Borrower or the Parent, as
applicable).




(c)  a
certified copy of the Borrower’s interest hedging protocol, which shall be
consistent with the terms set forth on Schedule 6.11(b) and
otherwise in form and substance reasonably satisfactory to the Facility
Agent;




(d)  a
certified copy of the Merger Agreement and any material ancillary document
related thereto, each duly executed and delivered by the intended parties
thereto;




(e)  receipt
of the ratings evaluation service letter from S&P dated as of October 22,
2007 and the ratings assessment service letter from Moody’s dated as of October
19, 2007, each of which the Facility Agent acknowledges has been received prior
to the Effective Date;




(f)  delivery
of draft opinions from (x) Latham & Watkins LLP, New York counsel to
the Borrower and the Parent, substantially in the form of Exhibit E-1, (y)
Perkins Coie LLP, Washington State corporate counsel to the Borrower,
substantially in the form of Exhibit E-2 and (z) Kirkpatrick & Lockhart
Preston Gates Ellis LLP, Washington State corporate and regulatory counsel to
the Borrower, substantially in the form of Exhibit E-3;
and




(g)  payment
of all fees and expenses due as of the Effective Date as the Borrower shall have
agreed to pay to any Lender, the Joint Mandated Lead Arrangers or the Agents in
connection herewith, including Attorney Costs of the Agents and the Joint
Mandated Lead Arrangers in connection with the negotiation, preparation,
execution and delivery of this Agreement, the other Financing Documents and the
transactions contemplated hereby and thereby




For the
avoidance of doubt, the occurrence of the Effective Date and the effectiveness
of this Agreement shall not be subject to the receipt by the Facility Agent of
the executed Operating Company Financing Documents or the effectiveness of the
Operating Company Facilities.




SECTION 4.02.Financial Closing
Date.  The obligation of each Lender to make its
Commitments available to the Borrower and make Loans on the Financial Closing
Date hereunder is subject to the receipt by the Facility Agent of each of the
agreements and other documents, and the satisfaction of the conditions precedent
set forth below, in each case on or prior to the Termination Date, each of which
shall be (x) in form and substance reasonably satisfactory to the Facility
Agent, (y) if applicable, in full force and effect and (z) in the case
of any certification, true and correct (unless, in each case, waived by each
Lender):




(a)  (i) the
Effective Date shall have occurred and (ii) delivery of each of the
Financing Documents (including each Interest Hedging Agreement required pursuant
to Section 6.11)
duly executed and delivered by the parties thereto (it being understood and
agreed that if on the Financial Closing Date none of the Shareholder Funding
shall be made as loans or indebtedness to the Parent, the execution and delivery
of the Parent Guarantee or the Shareholder Loan Subordination Agreement shall
not be required and shall not be a condition to the occurrence of the Financial
Closing Date);




(b)  a copy of
the articles of incorporation or certificate of formation (or such other
constitutive documents as the case may be) of the Company, together with any
amendments thereto, certified by the Secretary of State of the Company’s state
of organization dated as of a recent date;




(c)  the
following documents, each certified as indicated below:




(i)  a copy of
a certificate as to the existence/authorization of the Company from the
Secretary of State of the Company’s state of organization dated as of a recent
date; and




(ii)  (x) a
certificate from the Company, executed by an Authorized Officer
certifying:




(A)  that
attached to such certificate is a true and complete copy of the Organizational
Documents of the Company, as amended and in effect on the date of such
certificate,




(B)  that
attached to such certificate is a true and complete copy of resolutions duly
adopted by the authorized governing body of the Company, authorizing the
execution, delivery and performance of the Merger Agreement and all other
documents, instruments and certificates delivered in connection with the Merger
Agreement and that such resolutions have not been modified, rescinded or amended
and are in full force and effect, and




(C)  that
attached to such certificate is a true and complete copy of resolutions duly
adopted by the authorized governing body of the Company, authorizing the
execution, delivery and performance of the Assumption Agreement and that such
resolutions have not been modified, rescinded or amended and are in full force
and effect, and




(D)  as to the
incumbency and specimen signature of each officer, member or partner (as
applicable) of the Company executing the Assumption Agreement and each other
document to be delivered by the Company from time to time pursuant to the terms
thereof (and the Facility Agent and each Lender may conclusively rely on such
incumbency certification until it receives notice in writing from the Company);
and




(y) if on
the Financial Closing Date the Parent is not Puget Intermediate Holdings Inc., a
Washington corporation, then the Parent shall be a corporation incorporated
under the laws of a State of the United States and the following documents shall
be delivered, each certified as indicated (A) a copy of a certificate as to the
existence/authorization of the Parent from the Secretary of State of the
Parent’s state of organization dated as of a recent date and (B) a certificate
from the Parent, executed by an Authorized Officer certifying that attached to
such certificate is a true and complete copy of (1) the Organizational Documents
of the Parent, as amended and in effect on the date of such certificate, (2)
resolutions duly adopted by the authorized governing body of the Parent,
authorizing the execution, delivery and performance of the Transaction Documents
to which the Parent is a party and that such resolutions have not been modified,
rescinded or amended and are in full force and effect and (3) as to the
incumbency and specimen signature of each officer, member or partner (as
applicable) of the Parent executing the Transaction Documents to which the
Parent is a party and each other document to be delivered by the Parent from
time to time pursuant to the terms thereof (and the Facility Agent and each
Lender may conclusively rely on such incumbency certification until it receives
notice in writing from the Parent);




(d)  a
certificate of an Authorized Officer of the Company (i) attaching copies of
all material shareholder approvals and Regulatory Approvals required in respect
of (x) the Merger (to the extent required under the Merger Agreement),
(y) the borrowing of the Facilities and (z) the granting of a Lien on
the Collateral and (ii) to the extent required to be delivered under the
Merger Agreement, certifying that PSE has all requisite shareholder approvals
and Regulatory Approvals to continue to carry on its business operations, but
with respect to this clause (ii),
only to the extent that the lack of any such shareholder or Regulatory Approval,
individually or in the aggregate, may reasonably be expected to result in an
Initial Material Adverse Effect;




(e)  delivery
of executed opinions from (x) Latham & Watkins LLP, New York counsel to the
Borrower and the Parent, substantially in the form of Exhibit E-1, (y)
Perkins Coie LLP, Washington State corporate counsel to the Borrower,
substantially in the form of Exhibit E-2, and
(z) Kirkpatrick & Lockhart Preston Gates Ellis LLP, Washington State
corporate and regulatory counsel to the Borrower, substantially in the form of
Exhibit E-3, in
each case with such amendments reasonably satisfactory to the Facility Agent;
provided, however, if, on the Financial Closing Date, the Parent is not Puget
Intermediate Holdings, Inc., the Facility Agent shall receive such opinions
relating to the Parent set forth on Exhibits E-1 and
E-3 (as
applicable) from counsel (if different from those counsels referred to in this
paragraph (e)) reasonably acceptable to the Facility Agent;




(f)  a written
instruction executed by an Authorized Officer of the Borrower directing the
Facility Agent to pay from the first utilization of the Term Loan Facility all
fees, costs and expenses due and payable by the Borrower under the Financing
Documents, the Fee Letters and any other fees and expenses as the Borrower shall
have agreed or shall otherwise be required to pay to any Lender, Joint Mandated
Lead Arranger or Agent in connection herewith on or prior to the first
utilization of the Term Loan Facility, including, without limitation, Attorney
Costs of the Agents and the Joint Mandated Lead Arrangers, in connection with
the negotiation, preparation, execution and delivery of this Agreement, the
other Financing Documents and the transactions contemplated hereby and
thereby;




(g)  an
updated Business Plan and a budget (which shall include updated projections and
a projected Capital Expenditure schedule) for the period from the Effective Date
through the end of the current fiscal year and certified as provided in Section 6.01(c) and
(d);




(h)  evidence
that the Borrower has received ratings on the Operating Company Facilities and
the Facilities, in each case, from S&P and Moody’s;




(i)  evidence
that the Shareholder Funding has been funded in full in cash;




(j)  certificates
of insurance evidencing that all insurance set forth in Schedule 6.09
hereto has been obtained and is in effect together with a report of Marsh
Private Equity and M&A Services Group, dated as of a recent date, in form
and substance reasonably satisfactory to the Facility Agent;




(k)  certification
from an Authorized Officer of the Borrower that the Merger has been or will be
simultaneously completed in accordance with the Merger Agreement without
amendment, modification or waiver of any material provision thereof in a manner
materially adverse to the Lenders in any material respect without the prior
consent of the Facility Agent (acting on the instructions of the Majority
Lenders) (which consent shall not be unreasonably withheld or
delayed);




(l)  documentation
and other information required by bank regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including,
without limitation, the USA PATRIOT Act, shall have been received by the
Facility Agent and the Lenders and shall include, without limitation, evidence
consisting of the following information:  (i) the Borrower’s and
the Company’s full legal name, (ii) the Borrower’s and the Company’s
address and mailing address, (iii) the Borrower’s and the Company’s W-9
forms including its tax identification number, (iv) the Borrower’s and the
Company’s articles of incorporation, (v) a list of directors of the
Borrower and the Company or list of such persons controlling the Borrower or the
Company, as applicable and (vi) an executed resolution or other such
documentation stating who is authorized to open an account for the Borrower or
the Company, as applicable, in each case in form and substance reasonably
satisfactory to the Facility Agent, and such other similar information relating
to the Borrower, the Company or the Borrower Group as may reasonably be
requested by the Facility Agent;




(m)  delivery
of (i) the consolidated audited statements of income, stockholder’s equity
and cash flows of the Company and its consolidated Subsidiaries for the most
recent fiscal year of the Company ending at least 90 days prior to the Financial
Closing Date; and (ii) unaudited consolidated balance sheets and related
statements of income, stockholders’ equity and cash flows of the Company and its
consolidated Subsidiaries for each fiscal quarter and portion of the fiscal year
ended after the delivery of the financial statements delivered pursuant to the
foregoing subclause (i)
and at least 45 days prior to the Financial Closing Date, which financial
statements shall be prepared in accordance with GAAP;




(n)  a
certificate from the CFO (or, in the case of clause (i)(y), an Authorized
Officer of the Parent) substantially in the form of Exhibit G,
attesting to (i) the Solvency (as evidenced by the updated Financial Model
referred to in Section
4.02(q)) of (x) the Borrower and its Subsidiaries (taken as a whole) and
(y) the Parent and its Subsidiaries (taken as a whole), in each case, after
giving effect to the transactions contemplated by the Transaction Documents,
(ii) the Group FFO Coverage Ratio being at least 1.30 to 1.00, calculated
on the basis of the financial projections delivered pursuant to Section 4.02(q)
and after giving effect to the transactions contemplated by the Transaction
Documents, for the period of twelve (12) months after the Financial Closing
Date, (iii) the Group FFO Leverage Ratio is at least 7.125%, for the period of
12 months occurring after the Financial Closing Date, calculated on the
basis of the financial projections delivered pursuant to Section 4.02(q) after
giving effect to the transactions contemplated by the Financing Documents and
(iv) no payment default by any Borrower Group Member in respect of
principal, interest or other amounts owing in respect of Indebtedness other than
(x) Indebtedness being repaid with the proceeds of Loans made on the Financial
Closing Date and (y) if such payment default is in respect of any Indebtedness
having an aggregate principal amount of less than $50,000,000, (1) such failure
to pay is caused by an error or omission of an administrative or operational
nature; (2) funds were available to such party to enable it to make the relevant
payment when due and there were no restrictions or prohibitions on the use of
such funds to make such payments at such time; and (3) such party confirms in
writing to the Facility Agent that such payment will be made within one (1)
Business Day;




(o)  evidence
that the Borrower shall have taken all necessary actions such that, after giving
effect to the transactions contemplated hereby, all existing Indebtedness of the
Borrower and its Subsidiaries (other than Indebtedness permitted by Section 7.03)
shall have been repaid and any Liens associated therewith shall have been
released (other than Liens permitted by Section 7.01)
and the Borrower and its Subsidiaries shall have outstanding no Indebtedness
other than Indebtedness permitted by Section 7.03.




(p)  each of
the Security Agreement, the Pledge Agreement and the Liens created thereunder
shall be in full force and effect and perfected with the intended priority, and
all filings, registrations, recordings and other actions that are necessary in
order to establish and perfect the Lenders’ first priority perfected Lien on the
Collateral shall have been duly made or taken or delivered in recordable form to
the Facility Agent;




(q)  (i) a
certified copy of the updated audited Financial Model showing financial
projections up to the Final Maturity Date, reflecting the Borrower’s ability to
pay debt service up to the Final Maturity Date, accompanied by a certificate of
the CFO certifying that such financial projections were prepared in good faith
based upon reasonable assumptions, together with a reasonably detailed summary
of the material assumptions with respect thereto (but no representation shall be
made as to the actual attainability of such projections) and (ii) a
certified copy of a sources and uses of funds statement relating to the Merger,
which shall be reasonably consistent with the expected sources and uses as of
the Signing Date (subject to adjustment for Transaction Costs);




(r)  delivery
of an Assumption Agreement duly executed and delivered by the Company, pursuant
to which the Company shall assume all of the rights and obligations of the
Merger Sub under each of the Financing Documents to which the Merger Sub is a
party;




(s)  evidence
of the establishment of the Lock-Up Account;




(t)  payment
of all fees due as of the Financial Closing Date as the Borrower shall have
agreed to pay to any Lender or the Agents in connection herewith, including the
fees and expenses of New York counsel to the Facility Agent, in connection with
the negotiation, preparation, execution and delivery of this Agreement, the
other Financing Documents and the transactions contemplated hereby and
thereby;




(u)  evidence
that the Borrower shall be in compliance with Section 7.08(c);




(v)  the
Operating Company Credit Agreement duly executed and delivered by the parties
thereto and each Operating Company Financing Document shall be in full force and
effect and all conditions to the availability of the Operating Company
Facilities shall have been satisfied, except for those which by their terms are
not required to be satisfied until a later date and the satisfaction of
conditions to any initial borrowings thereunder;




(w)  evidence
that no Equity Investor owns, directly or indirectly, more than 50% of Puget
Holdings or the Parent and that Macquarie Group Limited does not own, directly
or indirectly, more than 50% of any other Equity Investor (other than Padua MG
Holdings Inc.); and




(x)  there
shall have been no activities conducted by the Borrower prior to the Financial
Closing Date other than the exercise of its rights and the performance of its
obligations under the Merger Agreement and the Financing Documents and
activities incidental thereto.




SECTION 4.03.  Conditions to All
Borrowings .  The
obligation of each Lender to honor any Borrowing Request is subject to the
following additional conditions precedent:




(a)  except
with respect to the Term Loan to be made on the Financial Closing Date, the
Financial Closing Date shall have occurred;




(b)  except
with respect to the Term Loan to be made on the Financial Closing Date, no
Default or Event of Default has occurred and is continuing, or would result from
such proposed Borrowing or from the application of the proceeds
therefrom;




(c)  (i) in
the case of the Borrowing Request for the Term Loan to be made on the Financial
Closing Date, (A) the representations and warranties of the Company and PSE
contained in the Merger Agreement that are material to the interests of the
Lenders, but only to the extent that Puget Holdings has the right to terminate
its obligations under the Merger Agreement as a result of a breach of any such
Company Representations (determined without regard to whether any notice is
required to be delivered by Puget Holdings) (the “Company
Representations”) and (B) the representations and warranties of the
Merger Sub in Sections 5.01,
5.02, 5.03, 5.04, 5.07(c)(i), 5.17 and 5.23 (the “Specified
Representations”) shall be true and correct on and as of the date of such
Borrowing (or to the extent that such representations and warranties
specifically refer to an earlier date, as of such earlier date); or (ii) in
the case of each other Borrowing Request, the representations and warranties of
the Borrower contained in Article V and
each other Financing Document shall be true and correct in all material respects
(provided that
any representation and warranty that is qualified as to “materiality”, “Material
Adverse Effect” or similar language shall be true and correct (after giving
effect to any qualification therein) in all respects) on and as of the date of
such Borrowing (or to the extent that such representations and warranties
specifically refer to an earlier date, as of such earlier date);




(d)  in the
case of a Borrowing Request for Capital Expenditure Loans, to the extent the
proceeds of such Capital Expenditure Loan are to be applied toward Additional
CapEx:




(A)  Total
Indebtedness to Total Capitalization of the Borrower, after giving effect to any
such Capital Expenditure Loan, shall not exceed 70%;




(B)  if the
proceeds of such Loan are to be applied towards Additional CapEx relating to
construction, the Borrower shall have delivered to the Facility Agent (for
distribution to the Lenders) (i) a budget and schedule for such
construction together with a certificate from an Authorized Officer of the
Borrower and a nationally recognized independent engineer certifying that, in
their opinion, such budget and schedule are reasonable and (ii) a
certificate from an Authorized Officer of the Borrower certifying that it is
within 17.5% of the aggregate original, certified construction budget;
and




(C)  the
Borrower shall have delivered to the Facility Agent a certificate from the
Borrower certifying that it has received all material permits and licenses
(including those relating to the regulatory status) necessary to construct,
purchase and operate (as applicable) the asset to which the Additional CapEx is
to be applied, except for such permits and licenses as are customarily obtained
for the applicable undertaking at a later date or not obtainable prior to the
date of the certificate in the ordinary course of business;




(e)  in the
case of a Borrowing Request for Capital Expenditure Loans, if a Lock-Up Event
has occurred and is continuing and/or during the occurrence of an Excess Cash
Sweep Event (i) the proceeds of such Loans shall be applied toward Base Capital
Expenditures, (ii) there is no Distributable Cash Balance which has not
been prepaid pursuant to Section 2.03(b)(i)(G)
and (iii) the Lock-Up Account has a zero balance; and




(f)  the
Facility Agent shall have received a Borrowing Request in accordance with the
requirements of Section 2.02(a)
or Section
2.11(d), as applicable.




Each
Borrowing Request submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Section 4.03(b),
(c), (d) and (e), as applicable,
have been satisfied on and as of the date of the applicable
Borrowing.




ARTICLE V




REPRESENTATIONS AND
WARRANTIES




The
Borrower (i) hereby makes to the Agents and the Lenders the Company
Representations and the Specified Representations as of the date of the initial
Borrowing of the Term Loans (as to itself and each of its Subsidiaries (as
applicable)) or, in each case, to the extent that such representations and
warranties specifically refer to an earlier date, as of such earlier date and
(ii) represents and warrants the following matters to the Agents and the
Lenders as to itself and each of its Subsidiaries (as applicable), as of the
Financial Closing Date and as of the date of each Borrowing or to the extent
that such representations and warranties specifically refer to an earlier date,
as of such earlier date.




SECTION 5.01.Existence, Qualification and
Power; Compliance with Laws.  The Borrower, and each of
the Operating Companies and, in the case of clause (e) only, each
of the other Subsidiaries, of the Borrower, (a) is a Person duly organized
or formed, validly existing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority to
(i) own or lease its material assets and carry on its business and
(ii) in the case of each Loan Party, execute, deliver and perform its
obligations under the Transaction Documents to which it is a party, (c) is
duly organized and validly existing under the Laws of the jurisdiction of its
incorporation or organization and of each other jurisdiction where its
ownership, lease or operation of material Properties or the conduct of its
business as now conducted requires such qualification, (d) is in compliance
in all material respects with all Laws, orders, writs, injunctions and orders
and (e) has all requisite Regulatory Approvals to own its material
Properties and operate its business as currently conducted, in the case of the
foregoing clauses (c)
through (e),
except for such matters that could not reasonably be expected to result in a
Material Adverse Effect.




SECTION 5.02.Binding
Effect.  This Agreement and each other Transaction
Document has been duly executed and delivered by each Loan Party party
thereto.  This Agreement and each other Transaction Document
constitute the legal, valid and binding obligation of each Loan Party party
thereto enforceable against such Loan Party in accordance with its terms, except
as such enforceability may be limited by Debtor Relief Laws and by general
principles of equity.


Authorization; No
Contravention Section 7.01 clauses (b) (c)




SECTION 5.04.Governmental Authorization;
Other Consents.  Other than as specified in Schedule 5.04,
there is no Regulatory Approval and there is no approval, consent, exemption,
authorization, or other action by, or notice to, or filing with any other Person
that is necessary or required in connection with (a) the execution,
delivery or performance by, or enforcement against, the Borrower or any other
Loan Party of this Agreement or any other Financing Document to which it is a
party and the consummation of the transactions contemplated hereby and thereby,
(b) from and after the Financial Closing Date, for the Merger and the
consummation of the other transactions contemplated by the Merger Agreement, or
(c) the ability of the Operating Companies to operate their businesses as
currently operated, except for (i) the Regulatory Approvals and the other
approvals, consents, exemptions, authorizations, actions, notices and filings
which have been duly obtained, taken, given or made and are in full force and
effect and (ii) in the case of clause (c) only,
those Regulatory Approvals and other approvals, consents, exemptions,
authorizations or other actions, notices or filings, the failure of which to
obtain or make could not reasonably be expected to result in, with respect to
the Financial Closing Date only, an Initial Material Adverse Effect and
thereafter, a Material Adverse Effect.




SECTION 5.05.Taxes.  The
income tax of the Borrower and its Subsidiaries is included in a consolidated
tax return for U.S. Federal income tax purposes, of which Puget Holdings is the
“common parent” (within the meaning of Section 1504 of the Code) of such
group.




Each
Borrower Group Member has filed all tax returns and reports required to be
filed, and has paid all income taxes and other material taxes, assessments, fees
and other governmental charges levied or imposed upon it or its properties,
income or assets otherwise due and payable, except in each case those
(a) which are not yet due and payable, or (b) which are being
contested in good faith by appropriate proceedings diligently conducted and for
which adequate reserves have been provided in accordance with GAAP.




SECTION 5.06.No
Default.  Neither the Borrower nor any Subsidiary is in
default under or with respect to, any material Contractual Obligation, except
for any such default which could not reasonably be expected to result in a
Material Adverse Effect.  No Default has occurred and is
continuing.




SECTION 5.07.  Financial Statements; No
Material Adverse Effect; Indebtedness .




(a)  The
financial statements furnished pursuant to Section 4.02(m)
fairly present in all material respects the financial condition of the Company
and its Subsidiaries as of the dates thereof and their results of operations for
the period covered thereby in accordance with GAAP, consistently applied
throughout the periods covered thereby.  As of the date of such
financial statements, there has been (i) no sale, transfer or other
disposition by the Borrower or any of its Subsidiaries of any material part of
the business or Property of the Borrower and its Subsidiaries, taken as a whole,
(ii) no purchase or other acquisition by the Borrower or any of its
Subsidiaries of any business or Property (including any Equity Interests of any
other Person) material in relation to the consolidated financial condition of
the Borrower and its consolidated Subsidiaries (taken as a whole) and
(iii) the Borrower and the Operating Companies did not have any material
contingent liabilities, material liabilities for Taxes, material and unusual
forward or long-term commitments or material and unrealized or anticipated
losses from any unfavorable commitments, except as referred to or reflected or
provided for in such financial statements or as arising solely from the
execution and delivery of the Transaction Documents, in each case, which is not
reflected in the foregoing financial statements or in the notes thereto or has
not otherwise been disclosed in writing to the Lenders prior to the Financial
Closing Date.




(b)  The
forecasts of consolidated balance sheets, income statements and cash flow
statements of the Borrower and its Subsidiaries for each fiscal year ending
after the Financial Closing Date until the Final Maturity Date, copies of which
have been furnished to the Facility Agent prior to the Financial Closing Date in
a form reasonably satisfactory to it, have been prepared in good faith on the
basis of the assumptions stated therein, which assumptions were believed to be
reasonable at the time of preparation of such forecasts and no representation or
warranty is made as to the actual attainability of any such
forecasts.




(c)  Since
December 31, 2006, there has been no event or circumstance, either
individually or in the aggregate, that has resulted in or could reasonably be
expected to result in, (i) on the Financial Closing Date, an Initial Material
Adverse Effect or, (ii) after the Financial Closing Date, a Material Adverse
Effect.




(d)  No
Borrower Group Member has any Indebtedness, other than Indebtedness permitted
pursuant to Section 7.03.




SECTION 5.08.Ranking.  The
Financing Documents and the Secured Obligations evidenced thereby rank and will
at all times rank at least paripassu with all other
senior, secured Indebtedness of the Borrower, whether now existing or hereafter
outstanding.




SECTION 5.09.  Ownership of
Assets .




(a)  (i) Each
Borrower Group Member owns and (to the extent applicable) has good and
defensible title to its material Properties and assets, in each case free and
clear of all Liens other than Liens permitted pursuant to Section 7.01 and
(ii) each Borrower Group Member has good and defensible title in fee simple
to, or valid leasehold interests in, or easements or other limited property
interests in, all material real property necessary in the ordinary conduct of
its business, free and clear of all Liens except for Liens permitted pursuant to
Section 7.01,
and, in each case, subject to such exceptions, defects and qualifications as do
not (x) affect the value of any such properties of such Borrower Group
Member in any material respect or (y) affect the use made or proposed to be
made of such properties by the Borrower or any such Operating Company in any
material respect.




(b)  Other
than the security interests, if any, granted to the Collateral Agent for the
ratable benefit of the Secured Parties pursuant to the Security Documents, no
Borrower Group Member has pledged, assigned, sold, granted a Lien on or security
interest in, or otherwise conveyed any of its Properties, assets or revenues,
other than Liens permitted pursuant to Section 7.01.




SECTION 5.10.No Other
Business.  Prior to the Financial Closing Date, the
Merger Sub has not engaged in any business and has not incurred any liabilities
other than (a) the exercise of its rights and performance of its
obligations under the Merger Agreement and (b) as otherwise not prohibited
under the Financing Documents.  From and after the Financial Closing
Date, the Borrower has not engaged in any business and has not incurred any
liabilities other than (a) directly relating to its direct ownership of PSE
and its direct or indirect ownership of the other Operating Companies and
Immaterial Subsidiaries and (b) as otherwise not prohibited under the
Financing Documents.




SECTION 5.11.Insurance.  All
insurance required to be obtained by the Borrower Group Members pursuant to
Section 6.09 has
been obtained and is in full force and effect, and all premiums then due and
payable on all such insurance have been paid.




SECTION 5.12.Disclosure.  No
report, financial statement, certificate or other written information (including
the Information Memorandum) furnished by or on behalf of the Borrower or any of
its Subsidiaries to any Agent or any Lender or Interest Rate Hedge Bank in
connection with the transactions contemplated hereby and the negotiation of this
Agreement or delivered hereunder or any other Transaction Document (as modified
or supplemented by other information so furnished) at the time so furnished when
taken as a whole contains any material misstatement of fact or omits to state
any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading, except as
could not reasonably be expected to result in a Material Adverse Effect; provided that with
respect to the Projections and any other projected financial information,
forecasts, estimates or forward-looking information, the Borrower represents
only that such information and materials have been prepared in good faith on the
basis of the assumptions stated therein, which assumptions were believed to be
reasonable at the time of preparation of such forecasts, and no representation
or warranty is made as to the actual attainability of any such Projections or
forecasts.




SECTION 5.13.Subsidiaries; Equity
Interests.  As of the Financial Closing Date, the
Borrower has no other Subsidiaries other than those listed in Schedule 5.13A,
and Immaterial Subsidiaries created after the Effective Date. All of the
outstanding Equity Interests in such Subsidiaries have been validly issued, are
fully paid and non-assessable and all Equity Interests owned by the Borrower are
owned free and clear of all Liens except those, if any, created under the
Security Documents and Liens permitted by Section 7.01.  As
of the Financial Closing Date, Schedule 5.13B
(a) sets forth the name and jurisdiction of each such Subsidiary and
(b) sets forth the ownership interest of the Borrower and any other
Subsidiary in each such Subsidiary, including the percentage of such ownership;
provided that
the Borrower hereby represents that it owns, directly, 100% of the Equity
Interests of PSE other than the Operating Company Preferred Shares outstanding
on the Effective Date.




SECTION 5.14.No Dividend
Restrictions.  Except as set forth in Schedule 5.14 or as
permitted by this Agreement, there are no contractual restrictions limiting the
ability of any Operating Company from making distributions, dividends or other
return on capital to the Borrower in an amount sufficient to satisfy the
Obligations under the Financing Documents.




SECTION 5.15.Litigation.  There
are no actions, suits, proceedings, disputes or known claims pending or, to the
knowledge of the Borrower, threatened in writing or contemplated, at law, in
equity, in arbitration or before any Governmental Authority, by or against the
Borrower or any of its Subsidiaries or against any of their properties or
revenues, except as described in the Merger Agreement or as set forth in Schedule 5.15,
or which individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.





SECTION 5.16.Solvency.  Prior
to and after giving effect to the transactions contemplated by the Transaction
Documents, the Borrower, on a consolidated basis with its Subsidiaries, is
Solvent.




SECTION 5.17.  Margin Regulations;
Investment Company Act; USA PATRIOT Act; Federal Power Act .




(a)  The
Borrower is not engaged nor will it engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation T, U and X issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock.




(b)  No
Borrower Group Member is or, after giving effect to the transactions
contemplated hereby, will be an “investment company” as defined in and subject
to regulation under the Investment Company Act of 1940.




(c)  The
making of the Loans and the use of the proceeds thereof shall not violate the
Trading With the Enemy Act, as amended, or any of the foreign assets control
regulations of the U.S. Treasury Department (31 C.F.R., Subtitle B, Chapter V,
as amended) or any enabling legislation or executive order relating thereto and
each Borrower Group Member is in compliance with the U.S. Executive Order 13224
of September 24, 2001 Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49,
079 (2001)) (the “Anti-Terrorism
Order”) and the provisions of Public Law 107-56 (the “USA PATRIOT
Act”).




(d)  On and
after the Financial Closing Date, the Company is a “holding company” within the
meaning of Section 1262(8) of the Public Utility Holding Company Act of
2005 (“PUHCA”)
by reason of its direct or indirect ownership of one or more “public-utility
companies” within the meaning of Section 1262(14) of PUHCA.  The
Company has filed with the Federal Energy Regulatory Commission a notification
of its “holding company” status pursuant to 18
C.F.R. § 366.4(a) (2005).  On and after the Financial
Closing Date, Company and certain of its subsidiaries qualifies for waiver,
pursuant to 18 C.F.R. § 366.3(c), of the PUHCA accounting,
record-retention, and filing requirements at 18 C.F.R. §§ 366.21, 366.22, and
366.23, or are otherwise exempt from such requirements pursuant to 18 C.F.R. §
366.3(a).




SECTION 5.18.  ERISA
Compliance .




(a)  Except as
could not, either individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect, each Plan is in compliance with the
applicable provisions of ERISA, the Code and other Federal or state
Laws.




(b)  (i) No
ERISA Event has occurred during the five-year period prior to the date on which
this representation is made or deemed made with respect to any Pension Plan;
(ii) no Pension Plan has an “accumulated funding deficiency” (as defined in
Section 412 of the Code), whether or not waived; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under
Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and
(iv) neither the Borrower nor any ERISA Affiliate has engaged in a
transaction that could reasonably be subject to Sections 4069 or 4212(c) of
ERISA, except, with respect to each of the foregoing clauses (i) through
(iv) of this
Section 5.18(b),
as could not reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect.




SECTION 5.19.  Environmental
Compliance .




(a)  Except as
specified in Schedule 5.19,
there are no claims, actions, suits, or proceedings in respect of or affecting
the Borrower or any of its Subsidiaries (or any of their respective Properties)
alleging potential liability or responsibility for violation of, or otherwise
relating to, any Environmental Law that could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.




(b)  Except as
specified in Schedule 5.19,
the properties owned, leased or operated by the Operating Companies do not
contain any Hazardous Materials in amounts or concentrations which
(i) constitute, or constituted a violation of, (ii) require remedial
action under, or (iii) could give rise to liability under, Environmental
Laws, which violations, remedial actions and liabilities, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse
Effect.




(c)  Except as
specified in Schedule 5.19,
none of the Operating Companies is undertaking, and has not completed, either
individually or together with other potentially responsible parties, any
investigation or assessment or remedial or response action relating to any
actual or threatened release, discharge or disposal of Hazardous Materials at
any site, location or operation, either voluntarily or pursuant to the order of
any Governmental Authority or the requirements of any Environmental Law except
for such investigation or assessment or remedial or response action that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.




(d)  Except as
specified in Schedule 5.19,
all Hazardous Materials generated, used, treated, handled or stored at, or
transported to or from, any property currently or formerly owned or operated by
any of the Operating Companies have been disposed of in a manner not reasonably
expected to result, individually or in the aggregate, in a Material Adverse
Effect.




(e)  Except as
set forth in Schedule 5.19,
and except as could not reasonably be expected to result, individually or in the
aggregate, in a Material Adverse Effect, none of the Operating Companies has
contractually assumed, with a Governmental Authority or otherwise, any liability
or obligation under or relating to any Environmental Law.





SECTION 5.20.Labor
Disputes.  No labor dispute with the Borrower or any of
its Subsidiaries exists or is imminent that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse
Effect.




SECTION 5.21.  Affiliate
Transactions .




(a)  Except as
specified on Schedule 5.21 or
permitted by Section
7.09, no Borrower Group Member has, directly or indirectly, entered into
any transaction since the Signing Date or that is in effect on the Signing Date
and that is otherwise permitted hereunder with or for the benefit of any
Affiliate.




SECTION 5.22.The
Merger .  The
Borrower has heretofore delivered to the Facility Agent a true and complete copy
of the Merger Agreement and the Merger Agreement has been duly executed and
delivered by each party thereto and is in full force and effect.




SECTION 5.23.Collateral.  All
filings and other actions necessary to perfect the security interest in the
Collateral created under the Security Documents have been duly made or taken and
are in full force and effect, and the Security Documents create in favor of the
Collateral Agent for the benefit of the Secured Parties a valid and, together
with such filings and other actions, perfected first priority security interest
in the Collateral (subject to Permitted Collateral Liens), securing the payment
of the Secured Obligations, and all filings and other actions necessary to
perfect such security interest have been duly taken.  The Loan Parties
are the legal and beneficial owners of the Collateral free and clear of any
Lien, except for Liens permitted under Section 7.01.




ARTICLE VI




AFFIRMATIVE
COVENANTS




From and
after the Effective Date (in the case of covenants applying to the Borrower and
only with respect to the covenants set forth in Sections 6.01(e),
(f) and (g) and Sections 6.03,
6.05, 6.06, 6.11(b), 6.13, 6.14, 6.15, 6.16 and 6.17, as such
covenants pertain solely to the Merger Sub and the Financing Documents) and the
Financial Closing Date (in the case of covenants applying to the Borrower Group
Members) and in each case for so long as any Lender shall have any Commitment
hereunder or any Loan or other Obligation hereunder or under any other Financing
Document which is accrued and payable shall remain unpaid or unsatisfied, the
Borrower shall, and shall (except in the case of the covenants set forth in
Section 6.01,
Section 6.02 and
Section 6.03)
cause each of the Operating Companies to:




SECTION 6.01.  Financial
Statements .  Deliver
to the Facility Agent (for prompt further distribution to the Collateral Agent,
if applicable, and each Lender):




(a)  as soon
as available, but in any event within ninety (90) days after the end of
each fiscal year of the Borrower or as otherwise earlier required by the
Securities and Exchange Commission, from and after the Financial Closing Date, a
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at the end of such fiscal year, and the related consolidated statements of
income or operations, stockholders’ equity and cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP,
audited and accompanied by (i) a report and opinion by any firm of independent
registered public accounting of nationally recognized standing (or any other
independent registered public accounting firm acceptable to the Facility Agent
in its sole discretion), which report and opinion shall be prepared in
accordance with GAAP, shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception as to the scope of
such audit and shall state that said consolidated financial statements fairly
present the consolidated financial condition and results of operations of the
Borrower and its consolidated Subsidiaries as at the end of, and for, such
fiscal year in accordance with GAAP and (ii) an “income statement variance
report” showing the actual experience for the current fiscal year (or portion
thereof) against the income statement projections for the current fiscal year
(or portion thereof);




(b)  as soon
as available, but in any event within forty-five (45) days after the end of
each of the first three (3) fiscal quarters of each fiscal year of the
Borrower or as otherwise earlier required by the Securities and Exchange
Commission, from and after the Financial Closing Date, an unaudited consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at the end of
each such fiscal quarter, and the related (i) consolidated statements of
income or operations for such fiscal quarter and for the portion of the fiscal
year then ended and (ii) consolidated statements of cash flows for the
portion of the fiscal year then ended, setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in
reasonable detail and certified by the CFO as fairly presenting in all material
respects the financial condition, results of operations, stockholders’ equity
and cash flows of the Borrower and its consolidated Subsidiaries in accordance
with GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes;




(c)  as soon
as available, and in any event no less than ninety (90) days after the
commencement of each fiscal year of the Borrower from and after the Financial
Closing Date, a detailed consolidated budget by fiscal quarter for the following
fiscal year (which may be updated as required and including a projected
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
of the end of the following fiscal year, the related consolidated statements of
projected cash flow and projected income and a summary of the material
underlying assumptions applicable thereto) (collectively, the “Projections”), which
Projections shall in each case be accompanied by a certificate of the CFO
stating that such Projections are based on estimates, information and
assumptions believed to be reasonable at the time of preparation of the
Projections (but no representation shall be made as to the actual attainability
of such Projections);




(d)  simultaneously
with the Projections delivered pursuant to Section 6.01(c),
a schedule setting forth the projected Capital Expenditure requirements of the
Borrower Group and a comprehensive business plan of the Borrower Group for such
period (the “Business
Plan”) which schedule of Capital Expenditures and Business Plan shall be
accompanied by a certificate of the CFO stating that such schedule and Business
Plan have been prepared in good faith and have been delivered (without variance
or modification) to the senior management and Board of Directors of the
Borrower;




(e)  promptly
after the same become publicly available, notice of all registration statements,
regular periodic reports and press releases filed by the Borrower or any
Subsidiary with the Securities and Exchange Commission, or any Governmental
Authority succeeding to any or all of the functions of said Commission, or with
any national securities exchange;




(f)  such
other information regarding the Borrower Group Members as the Facility Agent or
any Lender may reasonably request for the Facility Agent or such Lender to carry
out and be satisfied with the “know your customer” and anti-money-laundering
rules and regulations, including, without limitation, the USA PATRIOT Act or
other checks required to be carried out by local regulatory authorities;
and




(g)  such
other information regarding the Borrower and its Subsidiaries as the Facility
Agent may reasonably request and which is reasonably available to the Borrower
and its Subsidiaries.




SECTION 6.02.Compliance
Certificate.  Deliver to the Facility Agent (for prompt
further distribution to the Collateral Agent), if applicable, and each Lender,
(a) concurrently with any delivery of financial statements under Section 6.01(a)
or Section 6.01(b),
a certificate of the CFO (i) certifying as to whether a Default has
occurred and, if a Default has occurred, specifying the details thereof and any
action taken or proposed to be taken with respect thereto, (ii) setting
forth reasonably detailed calculations demonstrating compliance with Section 7.14,
and (iii) stating whether any change in GAAP applicable to the financial
statements or in the application thereof has occurred since the date of the
audited financial statements referred to in Section 4.02(m)
or, if more recent, Section 6.01(a),
(and except as described in the financial statements provided pursuant to Section 4.02(m),
or Section 6.01(a)
or Section 6.01(b))
and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate, and
(b) concurrently with any delivery of financial statements under Section 6.01(a),
a certificate of the accounting firm that reported on such financial statements
stating whether they obtained knowledge during the course of their examination
of such financial statements of any Default under Section 7.14
(which certificate may be limited to the extent required by accounting rules or
guidelines and in any event shall be limited to Defaults insofar as they may
relate to accounting matters).




SECTION 6.03.Notices.  Promptly
after the Borrower has obtained knowledge thereof and in the case of clauses (a)
through (d),
unless prohibited by applicable Law, notify or deliver to the Facility Agent
(for prompt notification or delivery to the Collateral Agent and each
Lender):




(a)  copies of
any written notice received by the Borrower regarding any actual or threatened
dispute, litigation, investigation or proceeding with respect to the Borrower or
any of its Subsidiaries (or prior to the Financial Closing Date, the Company or
any of its Subsidiaries) by or before any court or any Governmental Authority
which could reasonably be expected to result in a Material Adverse
Effect;




(b)  copies of
all Material Notices and Material Communications received by the Borrower or any
of its Subsidiaries in connection with any material Contractual Obligation or
from any Governmental Authority which could reasonably be expected to result in
a Material Adverse Effect;




(c)  details
of (i) the transfer of more than 5% of any Equity Interests of the Borrower
or any Borrower Group Member except for any such transfers between Operating
Companies or (ii) changes in the composition of the Board of Directors or
executive management of the Borrower or any Borrower Group Member (or, prior to
the Financial Closing Date, the Company or any of its Subsidiaries); provided that it is
the present intention on the Effective Date that the Board of Directors of PSE
shall have at least one independent director;




(d)  details
of any other events or circumstances that results in or would reasonably be
expected to result in a Material Adverse Effect; and




(e)  any
Default or Event of Default.




Each
notice pursuant to this Section shall be accompanied by a written statement
of an Authorized Officer of the Borrower (x) that such notice is being
delivered pursuant to Section 6.03(a),
(b), (c), (d) or (e) (as applicable)
and (y) setting forth details of the occurrence referred to therein and
stating what action the Borrower has taken and proposes to take with respect
thereto.




SECTION 6.04.  Remedial Plan; Lock-Up
Event .




(a)  Remedial
Plan.  In the event that (x)  the Group FFO Coverage Ratio
with respect to a Quarter End Date occurring at least six (6) months following
the Financial Closing Date at the end of any Test Period is less than 1.40 to
1.00 or (y) a Cure Right shall have been exercised (each a “Remedial Plan
Event”), the Borrower shall prepare and implement a remedial plan (a
“Remedial
Plan”) in the manner set forth below:




(1)           
the Borrower shall, within thirty (30) days of a Remedial Plan Event,
deliver to the Lenders a draft Remedial Plan, certified by the CFO, setting
forth, in reasonable detail, the reasons for the Remedial Plan Event, the action
taken or proposed to be taken by the Borrower in order to achieve a Group FFO
Coverage Ratio equal to or greater than 2.05 to 1.00 for following Test Periods,
and such other information with respect thereto as any Lender may reasonably
request;




(2)           following
receipt of the draft Remedial Plan, the Borrower and the Facility Agent (acting
on the instructions of the Majority Lenders) shall consult in good faith to
review the draft Remedial Plan in order to produce a Remedial Plan agreed by
both the Borrower and the Facility Agent;




(3)           if
within thirty (30) days of receipt of the draft Remedial Plan pursuant to
clause (2)
above, no agreement has been reached between the Borrower and the Facility
Agent, the Facility Agent shall be entitled to commission an independent review
(an “Independent
Review”) to be undertaken at the Borrower’s sole cost and
expense.  The Independent Review shall examine the causes of the
Remedial Plan Event and recommend within fifteen (15) days of being
commissioned appropriate measures to remedy the Remedial Plan Event having
regard to the need for long-term stability for the Borrower Group’s business and
shall include full consultation with the Borrower.  The Borrower will
cooperate with the person appointed to prepare the Independent Review, including
providing such reasonable access to the books, records and personnel of the
Borrower Group Members as may be required for these purposes; and




(4)           the
Borrower shall within fifteen (15) days of receipt of the Independent
Review produce a new draft Remedial Plan reflecting the proposals of the
Independent Review.  Upon receipt of the new draft Remedial Plan, it
shall become the final Remedial Plan and shall be implemented by the
Borrower.




(b)  Lock-Up
Event.  Subject to Section 2.03(b)(ii),
at any time that a Lock-Up Event has occurred, until such time as the Borrower
is again permitted to make Restricted Payments in accordance with the terms of
Section 7.05(c),
all amounts on deposit in the Lock-Up Account shall be applied in accordance
with the terms of Section 7.05(d) and
the SecurityAgreement.




(c)  Distributable Cash
Certificate.  Upon the occurrence and during the continuance of
a Lock-Up Event or Excess Cash Sweep Event, the Borrower shall deliver to the
Facility Agent on each Calculation Date a certificate of the CFO specifying and
certifying the amount of Distributable Cash as of such date.




SECTION 6.05.  Compliance with
Laws .




(a)  Subject
to Section
6.07, comply in all material respects with all applicable Laws,
including, without limitation, ERISA and the Code and shall from time to time
obtain and renew, and shall comply in all material respects with, each material
Regulatory Approval as is or in the future shall be necessary for the operation
of its business under applicable Laws (except any such applicable Laws and
Regulatory Approvals the failure to obtain or the non-compliance with which
could not reasonably be expected to result in a Material Adverse
Effect).




(b)  No
Borrower Group Member shall petition, request or take any legal or
administrative action that seeks any amendment, supplement or modification of
any Regulatory Approval in any material respect unless such amendment,
supplement or modification could not reasonably be expected to result in a
Material Adverse Effect.  The Borrower shall promptly upon receipt by
it or any Operating Company or upon publication furnish to the Facility Agent a
copy of each material amendment, supplement or modification to any material
Regulatory Approval other than notices given by a Borrower Group Member in the
ordinary course of business.  In the case of Regulatory Approvals
required in respect of (a) the acquisition under the Merger Agreement, (b) the
borrowing of the Facilities, or (c) the granting of collateral, said copies
shall be certified by an Authorized Officer of the Borrower.




(c)  To the
extent permitted by applicable Laws, the Borrower shall and shall cause each
Operating Company to issue such notices of transfer and shall take such other
actions as the Facility Agent, acting for the benefit of itself and the Lenders,
reasonably requests, without undue expense or delay, to secure for the Facility
Agent and the Lenders the benefit of each Regulatory Approval upon the exercise
of remedies under the Security Documents.




SECTION 6.06.  Preservation of Existence,
Etc.




(a)  Preserve,
renew and maintain in full force and effect its legal existence under the Laws
of the jurisdiction of its organization, except as expressly permitted by Section 7.06;
and




(b)  take all
reasonable action to maintain all rights, privileges (including its status as
validly existing), permits, licenses and franchises necessary in the normal
conduct of its business, except such rights, privileges, permits, licenses or
franchise which, if not maintained, could not reasonably be expected to result
in a Material Adverse Effect.




SECTION 6.07.Compliance with
Environmental Laws.  Except as specified in Schedule 5.19
and except, and in each case, to the extent that the failure to do so could not
reasonably be expected to result in, individually or in the aggregate, a
Material Adverse Effect: (i) comply, and take all reasonable actions to cause
all lessees and other Persons operating or occupying its properties to comply,
with all applicable Environmental Laws and Environmental Permits; (ii) obtain
and renew all Environmental Permits reasonably necessary for its operations and
properties; and (iii) in each case to the extent required by Environmental Laws,
conduct any investigation, study, sampling and testing, and undertake any
cleanup, removal, remedial or other action reasonably necessary to remove and
clean up all Hazardous Materials from any of its properties, to the extent
required by the requirements of all Environmental Laws.




SECTION 6.08.  Maintenance of Properties;
Ownership ofOperating
Companies .




(a)  Except as
contemplated by Schedule 6.08,
and except to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect, (i) maintain, preserve and
protect all of its material Properties and equipment necessary in the operation
of its business in good working order, repair and condition, ordinary wear and
tear excepted and casualty or condemnation excepted, and (ii) make all
necessary renewals, replacements, modifications, improvements, upgrades,
extensions and additions thereof or thereto in accordance with prudent industry
practice, and




(b)  The
Borrower shall at all times from and after the Financial Closing Date own,
directly, 100% of the Equity Interests of PSE, other than the Operating Company
Preferred Shares outstanding as of the Effective Date.




SECTION 6.09.Maintenance of
Insurance.  Maintain with financially sound and
reputable insurance companies (a) the insurance listed on Schedule 6.09,
except to the extent that such insurance cannot be obtained or renewed on
commercially reasonable terms, and (b) with respect to all of its
Properties and assets, as is usually carried by companies engaged in similar
business and as is consistent with the prudent operation of its business; provided, however, neither the
Borrower nor any Borrower Group Member shall be prohibited from self-insuring to
the extent that such self-insurance is consistent with the insurance report
delivered pursuant to Section 4.02(j) or is
consistent with the prudent operation of its business and companies engaged in
similar businesses.




SECTION 6.10.  Use of
Proceeds .




(a)  The
Borrower shall use the proceeds from the Term Loans to (i) partially finance the
Merger, (ii) repay certain of the outstanding Indebtedness of PSE and the
related fees, costs and make-whole premiums, if any, and (iii) pay Transaction
Costs.




(b)  The
Borrower shall use the proceeds from Capital Expenditure Loans to make capital
contributions or Intercompany Loans to PSE to fund Utility Capital
Expenditures.




SECTION 6.11.  Interest Hedging
Agreements .




(a)  The
Borrower shall have entered into and shall thereafter maintain in full force and
effect, (i) on or prior to 30 days after the Signing Date, one or more Interest
Hedging Agreements (in form and substance reasonably satisfactory to the
Facility Agent) having a notional principal amount equal to at least 75% of the
aggregate Term Loan Commitments and (ii) on or prior to the date that is 60 days
after the incurrence by the Borrower Group (on a consolidated basis) of other
long-term Indebtedness, one or more Interest Hedging Agreements (in form and
substance reasonably satisfactory to the Facility Agent), having a notional
principal amount equal to an amount that after giving effect to (x) such
Interest Hedging Agreements, plus (y) all then
existing fixed rate long-term Indebtedness, plus (z) the notional
principal amount of all other Interest Hedging Agreements of any member of the
Borrower Group then in effect, shall equal, in the aggregate, at least 70% of
the aggregate amount of the long-term Indebtedness of the Borrower Group
(exclusive of revolving credit Indebtedness) following the Financial Closing
Date.




(b)  The
Borrower and the Operating Companies shall not enter into any interest hedging
agreements that are not Interest Hedging Agreements or any Interest Hedging
Agreements that are not substantially in compliance with the interest hedging
protocol set forth in Schedule 6.11(b).




SECTION 6.12.  Priority and Application of
Cash Distributions .




(a)  During
any Lock-Up Period in which an Excess Cash Sweep Event has also occurred, the
Borrower shall first apply any Cash Distributions to make the prepayment
referred to in Section
2.03(b)(i)(F) (Excess Cash Sweep Event) and after such prepayment shall
apply any remaining Cash Distributions in accordance with the following clause
(b).




(b)  During
any Lock-Up Period and after making the prepayment required by Section 2.03(b)(i)(F)
(Excess Cash Sweep Event), if any such prepayment is required, (i) the
Borrower shall remit the proceeds of any Cash Distribution or other distribution
(whether in cash, securities or other property) made by a Subsidiary and
(ii) the Borrower shall remit the collected credit balance of any bank
account or securities account maintained by the Borrower, in each case to and
for deposit in the Lock-Up Account, except to the extent restricted by
applicable Laws, any Governmental Authority or as set forth in Schedule 5.14.




SECTION 6.13.Payment of
Obligations.  Pay, discharge or otherwise satisfy as the
same shall become due and payable, all its obligations and liabilities in
respect of material Taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its Property,
except to the extent that the failure to do so could not reasonably be expected
to result in a Material Adverse Effect.




SECTION 6.14.Cooperation.  Perform
such acts as are reasonably requested by the Facility Agent to carry out the
intent of, and transactions contemplated by, this Agreement and the other
Financing Documents.  Promptly upon the reasonable request by any
Agent, or any Lender through the Facility Agent, do, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register any and all
such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of
trust, trust deeds, assignments, financing statements and continuations thereof,
termination statements, notices of assignment, transfers, certificates,
assurances and other instruments as any Agent, or any Lender through the
Facility Agent, may reasonably require from time to time in order to (a) subject
any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or
interests to the Liens now or hereafter intended to be covered by any of the
Security Documents, and (b) perfect and maintain the validity, effectiveness and
priority of any of the Security Documents and any of the Liens intended to be
created thereunder.




SECTION 6.15.Books and
Records.  Maintain proper books of record and account,
in which entries that are full, true and correct in all material respects and
are in conformity with GAAP consistently applied shall be made of all material
transactions and matters involving the assets and business of the Borrower or
such Subsidiary, as the case may be.




SECTION 6.16.  Transaction Documents;
Material Documents .




(a)  Perform
and observe all of its covenants and obligations pursuant to any material
Contractual Obligation to which it is a party or pursuant to which it has any
obligations, except to the extent that the failure to do so could not reasonably
be expected to result in a Material Adverse Effect;




(b)  Take all
reasonable and necessary action to prevent the termination or cancellation of
any Transaction Document or other material Contractual Obligation in accordance
with the terms of such Transaction Document or other material Contractual
Obligation or otherwise (except for, prior to the Financial Closing Date, the
Merger Agreement, and for the expiration of any Transaction Document or other
material Contractual Obligation in accordance with its terms and not as a result
of a breach or default thereunder), except to the extent, in the case of any
material Contractual Obligation, that the failure to do so could not reasonably
be expected to result in a Material Adverse Effect; and




(c)  enforce
against the relevant party to a material Contractual Obligation (other than the
Lenders, Agents or Joint Mandated Lead Arrangers) such covenants of such
material Contractual Obligation in accordance with its terms, except to the
extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.





SECTION 6.17.Maintenance of
Ratings.  From and after the Financial Closing Date,
maintain monitored public ratings on the Facilities and the Operating Company
Facilities from S&P and Moody’s.




SECTION 6.18.Inspection
Rights.  At any reasonable time and from time to time
upon reasonable notice (but no more than once at the Borrower’s expense in any
fiscal year so long as no Event of Default has occurred and is continuing),
permit or arrange for the Facility Agent, to examine and make copies of and
abstracts from the records and books of account of, and the properties of, the
Borrower and each of its Subsidiaries, and to discuss the affairs, finances and
accounts of the Borrower and its Subsidiaries with the Borrower and its
Subsidiaries and their respective officers, directors and accountants (provided
that (i) so long as no Event of Default has occurred and is continuing, a
representative of the Borrower may be present for any communication with the
independent public accountants and (ii) the Borrower reserves the right to
restrict access to any generating facilities in accordance with reasonably
adopted procedures relating to safety and security, and to the extent reasonably
requested to maintain normal operations of the Borrower or any of its
Subsidiaries).




SECTION 6.19.Capital
Expenditures.  The Borrower shall fund Capital Expenditures
of the Borrower Group from loans made by the Borrower to the Operating Companies
which loans must rank paripassu with senior
unsecured Indebtedness at such Operating Company, except to the extent the
making of such loans, in the reasonable opinion of the Borrower, would be
reasonably likely to have an adverse impact on (a) any of such Operating
Company’s Regulatory Approvals (or any applications for or renewals thereof),
(b) such Operating Company’s standing with any applicable regulatory agency, (c)
the ability of such Operating Company to achieve debt-to-equity ratios
consistent with those of similarly situated companies or otherwise determined to
be desirable by the Borrower in the conduct of such Operating Company’s business
or (d) the rating of any of such Operating Company’s indebtedness or the ability
of such Operating Company to obtain credit in the ordinary course of its
business.







ARTICLE VII




NEGATIVE
COVENANTS




With
respect to the covenants set forth in Section 7.08(c)
from and after the Effective Date, and with respect to all other covenants in
this Article VII,
from and after the Financial Closing Date, and in each case for so long as any
Lender shall have any Commitment hereunder or any Loan or other Obligation
hereunder or under any other Financing Document which is accrued and payable
shall remain unpaid or unsatisfied, the Borrower shall not, nor shall it permit
any of the Operating Companies, to:




SECTION 7.01.  Liens .  Create,
incur, assume or suffer to exist any Lien upon any of its material Property,
assets or revenues, whether now owned or hereafter acquired, other than the
following:




(a)  Liens for
the benefit of the Secured Parties pursuant to any Financing Document and, with
respect to PSE only, Liens in respect of cash collateral arrangements for
letters of credit issued under the Operating Company Credit
Agreement;




(b)  (i) Liens
existing on the Effective Date and listed on Schedule 7.01(b)
or (ii) Liens securing any Existing Indebtedness contemplated by clause (b) of
the definition thereof; provided, in the case
of this clause (ii),
that such Lien shall apply only to Property (whether now owned or
after-acquired) of a type that is subject to a Lien securing the corresponding
Existing Indebtedness referred to in clause (a) of
the definition thereof (including the proceeds thereof) and shall not extend to
any other Property;




(c)  Liens for
taxes, assessments or governmental charges imposed on the Borrower or any
Subsidiary or any of their property by any Governmental Authority which are not
yet due and payable or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the Borrower or such Subsidiary, to the
extent required by and in accordance with GAAP;




(d)  Liens of
carriers, warehousemen, mechanics, materialmen, repairmen, construction
contractors, statutory Liens of landlords or other like Liens arising in the
ordinary course of business which secure amounts not yet due and payable or
which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person to the extent required by and in
accordance with GAAP;




(e)  pledges
or deposits in the ordinary course of business (i) in connection with
workers’ compensation, unemployment insurance and other social security
legislation or (ii) required to secure performance bids, tenders, trade
contracts, performance bonds, statutory obligations, leases, government
contracts, surety and appeals bonds, indemnity, performance or other similar
bonds in connection with judicial or administrative proceedings and other
obligations of a like nature (exclusive of obligations for borrowed
money);




(f)  easements,
rights-of-way, licenses, restrictions, encroachments, protrusions and other
similar encumbrances and minor title defects affecting real property which, in
the aggregate, do not in any case materially interfere with the ordinary conduct
of the business of any Borrower Group Member;




(g)  Liens
securing judgments that do not involve any risk of forfeiture of any assets of
any of the Operating Companies or any Transaction Document that do not exceed
$50,000,000 in the aggregate and that within ten (10) days are being
contested in good faith and by appropriate proceedings diligently conducted, if
adequate reserves with respect thereto are maintained on the books of the
applicable Person in accordance with GAAP for the payment of money not
constituting an Event of Default under Section 8.01(i);




(h)  Liens
securing payment of Tax-Free Debt and credit enhancement obligations related to
such Tax-Free Debt; provided that (i) any
claims in respect of the principal balance of the obligations being secured
thereby shall not exceed $250,000,000 at any time, and (ii) each such Lien shall
extend only to the property, and proceeds thereof, being financed by the
Tax-Free Debt secured thereby;




(i)  Liens for
purchase money security interests or Capitalized Leases which are secured solely
by the assets acquired (and proceeds and products thereof), up to $40,000,000 in
the aggregate; provided that such
Lien arises prior to or within 60 days after such acquisition or the
incurrence of such Capital Lease;




(j)  zoning,
building and other generally applicable land use restrictions, which, in the
aggregate, do not in any case materially interfere with the ordinary conduct of
the business of the Borrower or any of the Operating Companies;




(k)  licenses
of intellectual property entered into in the ordinary course of
business;




(l)  Liens
that have been placed by a third party on the fee title of leased real property
or property over which any Borrower Group Member has easement rights, and
subordination or similar agreements relating thereto;




(m)  bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to
cash and Cash Equivalents on deposit in one or more accounts maintained by any
Borrower Group Member arising in the ordinary course of business from netting
services, overdraft protection, Cash Management Obligations and otherwise in
connection with the maintenance of deposit, securities and commodities
accounts;




(n)  Liens
solely on any cash earnest money deposits made by Borrower or any of its
Subsidiaries in connection with any letter of intent or purchase agreement
permitted hereunder;




(o)  purported
Liens evidenced by the filing of precautionary UCC financing statements relating
solely to operating leases of personal property or consignments or similar
arrangements entered into in the ordinary course of business;




(p)  Liens on
(i) insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto permitted under Section 7.03(m), (ii)
dividends and rebates and other identifiable proceeds therefrom which may become
payable under insurance policies and loss payments which reduce the incurred
premiums on such insurance policies, (iii) rights which may arise under state
insurance guarantee funds relating to any such insurance policy, in each case
securing Indebtedness permitted to be incurred pursuant to Section 7.03(m) and
(iv) pledges or deposits of cash and Cash Equivalents securing deductibles,
self-insurance, co-payment, co-insurance, retentions or similar obligations to
providers of property, casualty or liability insurance in the ordinary course of
business; provided, however, that claims
in respect of such Liens shall not exceed $5,000,000 at any time;




(q)  Liens in
favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the
ordinary course of business;




(r)  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;




(s)  any Lien
existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person
that becomes a Subsidiary after the date hereof pursuant to a Permitted
Acquisition (or on such Person’s assets) prior to the time such Person becomes a
Subsidiary; provided that (i)
such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such
Lien shall not apply to any other property or assets of the Borrower or any
other Subsidiary (other than the proceeds of such property or assets), (iii)
such Lien shall secure only those obligations which it secures on the date of
such acquisition or the date such Person becomes a Subsidiary, as the case may
be, and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof and (iv) such Lien, together with any other
Liens incurred pursuant to this paragraph (s) shall
not secure Indebtedness or other obligations in excess of $50,000,000 in the
aggregate; and




(t)  other
Liens securing Indebtedness and other obligations in an aggregate amount not to
exceed $25,000,000 at any time;




provided that
notwithstanding any of the foregoing to the contrary, other than pursuant to
paragraphs (a), (d),
(e), (m), (n)and(p) above, the
Borrower shall not agree to the imposition of any Lien upon the
Collateral.




SECTION 7.02.  Dispositions .  Make
any Disposition or enter into any agreement to make any Disposition,
except:




(a)  Dispositions
(other than Collateral constituting Equity Interests in PSE) in the ordinary
course of business (including Dispositions of obsolete or worn out or surplus
property no longer required or useful in the business or operations of the
Borrower or any of its Subsidiaries);




(b)  Dispositions
of assets and businesses specified on Schedule 6.08 or
expected to be sold or terminated under the Business Plan most recently
delivered to the Facility Agent prior to the Signing Date;




(c)  Dispositions
of Investments in Cash Equivalents;




(d)  Dispositions
of assets which individually or in the aggregate are less than 15% of the
Consolidated Tangible Net Assets as of the Effective Date and for which no less
than 80% of the proceeds received therefor are in cash or Cash
Equivalents;




(e)  Dispositions
constituting a Lien permitted pursuant to Section
7.01;




(f)  the sale
or issuance of any Subsidiary’s Equity Interests to the Borrower;




(g)  Dispositions
of assets in connection with any transaction permitted by Section 7.05;




(h)  assignments
and licenses of intellectual property or other intangibles of the Borrower Group
Members in the ordinary course of business;




(i)  any
Disposition of any asset or interest therein in exchange for utility plant,
equipment or other utility assets (other than notes or other obligations) in
each case equal to the fair market value (as determined in good faith by the
Borrower) of such asset or interest therein; provided, however, that the
fair market value of any such assets or interests Disposed of under this
paragraph (i) shall not exceed $5,000,000 in the aggregate in any fiscal year;
and




(j)  other
Dispositions, in one transaction or a series of related transactions, resulting
in Net Cash Proceeds not exceeding $10,000,000 in the aggregate in any fiscal
year;




provided that any
Disposition of any property pursuant to this Section 7.02
shall be for no less than the fair market value of such property at the time of
execution of the relevant agreement with respect to such Disposition and taxes
due with respect to such Dispositions shall be substantially contemporaneously
paid (or reserved for future payment) out of the proceeds from such
Disposition.




SECTION 7.03.  Indebtedness .  Create,
incur, assume or suffer to exist any Indebtedness, except:




(a)  (i)
Indebtedness of the Borrower under the Financing Documents not to exceed an
outstanding principal amount of $2,425,000,000 plus any Incremental Loans, not
to exceed $750,000,000 and (ii) Indebtedness of PSE under the Operating Company
Financing Documents in an aggregate amount not to exceed an outstanding
principal amount of $1,150,000,000 plus incremental loans under the Energy
Hedging Facility (as defined in the Operating Company Credit Agreement) not to
exceed $175,000,000;




(b)  Existing
Indebtedness;




(c)  (i)
Indebtedness incurred by the Borrower in respect of Interest Hedging Agreements
or (ii) Indebtedness incurred by PSE in respect of Interest Hedging Agreements
or Other Hedging Agreements not for speculative purposes and to the extent
permitted by the Operating Company Financing Documents;




(d)  Indebtedness
constituting Investments permitted by Section
7.04(d);




(e)  Indebtedness
incurred by PSE consisting of commercial paper issuances to fund the working
capital of the Borrower Group in an aggregate principal amount not to exceed,
together with amounts outstanding under the “Liquidity Facility” (as defined in
the Operating Company Credit Agreement), $400,000,000;




(f)  (i)
Indebtedness of a Person or Indebtedness attaching to assets of a Person that,
in either case, becomes an Operating Company, or Indebtedness attaching to
assets that are acquired by any Borrower Group Member, in each case pursuant to
a Permitted Acquisition after the Financial Closing Date, in an aggregate
principal amount not to exceed $50,000,000 at any one time outstanding for all
such Indebtedness under this paragraph (f), provided that (x)
such Indebtedness existed at the time such Person became an Operating Company or
at the time such assets were acquired and, in each case, was not created in
anticipation thereof and (y) such Indebtedness is not guaranteed in any respect
by any Borrower Group Member (other than by any such person that so becomes an
Operating Company or that acquires such assets), and (ii) any replacements,
refunding, renewal or extension of any Indebtedness specified in subclause (i) above,
provided, that such replaced, refunded, renewed or extended Indebtedness
satisfies the definition of Permitted Refinancing Indebtedness as if such
definition were applicable to such Indebtedness;




(g)  Indebtedness
arising from Capitalized Leases or with respect to purchase money security
interests in an aggregate principal amount not exceeding $40,000,000 at any one
time outstanding;




(h)  Indebtedness
arising from the deferred purchase price of property or services in an aggregate
principal amount not exceeding $15,000,000 at any one time
outstanding;




(i)  Indebtedness
under or reimbursement obligations in respect of letters of credit and bankers
acceptances issued for performance, surety, appeal or indemnity bonds or with
respect to workers’ compensation claims, insurance or statutory obligations, in
each case incurred in the ordinary course of business in an aggregate principal
amount not exceeding $100,000,000at any one time
outstanding;




(j)  Indebtedness
arising from netting services, overdraft protection, Cash Management Obligations
and otherwise in connection with deposit, securities and commodities accounts in
the ordinary course of business;




(k)  Permitted
Refinancing Indebtedness;




(l)  Tax-Free
Debt in an aggregate amount not to exceed $250,000,000;




(m)  Indebtedness
owed to any Person providing property, casualty, business interruption or
liability insurance to Borrower or any Operating Company of Borrower, so long as
such Indebtedness shall not be in excess of the amount of the unpaid cost of,
and shall be incurred only to defer the cost of, such insurance for the annual
period in which such Indebtedness is incurred and, in any event, not in excess
of $5,000,000 at any time;




(n)  Indebtedness
arising from agreements providing for indemnification, holdbacks, working
capital or other purchase price adjustments, earn-outs, non-compete agreements,
deferred compensation or similar obligations, or from guaranties, surety bonds
or performance bonds securing the performance of any Borrower Group Member
pursuant to such agreements, in connection with Permitted Acquisitions or
Dispositions permitted under Section
7.02;




(o)  other
Indebtedness incurred by PSE (x) under the First Mortgage Bond Documents or (y)
pursuant to the issuance of Hybrid Debt Securities  (and, in the case
of each of clauses
(x) and (y), any refinancing
thereof incurred in accordance with the definition of “Permitted Refinancing
Indebtedness”, except that the terms of such refinanced Indebtedness may permit
make-whole payments and call premiums) to repay Operating Company Capital
Expenditure Loans in an aggregate principal amount not exceeding
$500,000,000in any
fiscal year after the Financial Closing Date plus 100% of any unused amounts
from the prior fiscal years after the Financial Closing Date, such amount to be
adjusted, with respect to the fiscal year in which the Financial Closing Date
occurs, on a pro rata basis for the number of days remaining in such fiscal year
since the  Financial Closing Date;




(p)  all
premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in clauses (a)
through (o)
above;




(q)  (i) other
Indebtedness incurred by PSE between the date of the Merger Agreement and the
Financial Closing Date in the ordinary course of business in an amount not to
exceed $50,000,000 in the aggregate and any Permitted Refinancing Indebtedness
thereof, and (ii) other Indebtedness incurred after the Financial Closing Date
in an aggregate amount not to exceed $25,000,000 at any time; and




(r)  Planned
Indebtedness and any Permitted Refinancing Indebtedness thereof.




SECTION 7.04.  Investments .  Make
or hold any Investments, except:




(a)  Investments
by the Borrower or an Operating Company in cash and Cash
Equivalents;




(b)  Investments
in Interest Hedging Agreements;




(c)  Investments
by PSE or any other Operating Companies in Other Hedging Agreements entered into
in the ordinary course of business and not for speculative
purposes;




(d)  Intercompany
Loans from the Borrower to any Operating Company or from PSE to its Subsidiaries
which are Operating Companies;




(e)  Equity
Interests in (x) Subsidiaries in existence on the date hereof, (y) Operating
Companies acquired or created after the Financial Closing Date  in
connection with Permitted Acquisitions, and (z) Subsidiaries consisting of
Immaterial Subsidiaries;




(f)  the
Merger;




(g)  Permitted
Acquisitions;




(h)  Investments
received in connection with the bankruptcy or reorganization of, or settlement
of delinquent accounts and disputes with, customers and supplies, in each case
in the ordinary course of business;




(i)  extensions
of trade credit in the ordinary course of business;




(j)  Investments
made as a result of the receipt of non-cash consideration from a Disposition in
compliance with Section 7.02;




(k)  Investments
made by any Person that becomes a Subsidiary after the date hereof; provided that such
Investment exists at the time such Person becomes a Subsidiary and are not made
in contemplation of or in connection with such Person becoming a
Subsidiary;




(l)  loans and
advances made in the ordinary course of business to their respective employees,
officers and directors so long as the aggregate principal amount thereof at any
time outstanding (excluding temporary advances in the ordinary course of
business) shall not exceed $3,000,000;




(m)  Investments
existing on the date hereof and identified on Schedule 7.04(m);
and




(n)  in
addition to Investments permitted by clauses (a)
through (m)
above, additional Investments so long as the aggregate amount invested, loaned
or advanced pursuant to this clause (n) does
not exceed $10,000,000 in the aggregate at any time outstanding.




SECTION 7.05.  Restricted Payments; Lock-Up
Account .  Declare
or make, directly or indirectly, any Restricted Payment; provided, however
that




(a)  each
Operating Company may declare and make Restricted Payments to the Borrower and
to another Borrower Group Member so long as such Restricted Payments are
declared and paid ratably to the shareholders, partners and other equity holders
of such Borrower Group Member;




(b)  the
Borrower may declare and make Restricted Payments in cash (provided that, from
and after the first Quarter End Date occurring at least six (6) months
after the Financial Closing Date, such payments may only be made once following
the end of each Test Period and on a date that is at least seven (7) Business
Days and not more than fifteen (15) Business Days following a Calculation Date
(such date, a “Restricted Payment
Date”)), subject to the satisfaction of each of the following conditions
on the date of such Restricted Payment and after giving effect
thereto:




(i)  no
Default shall have occurred and be continuing and no Default shall occur as a
result of making such Restricted Payment;




(ii)  from and
after the first Quarter End Date occurring at least six (6) months after
the Financial Closing Date, at the time of such Restricted Payment, and after
giving effect thereto (and to any concurrent incurrence of Indebtedness),
(A) the Group FFO Coverage Ratio as at such Quarter End Date is equal to or
greater than 1.50 to 1.00 for the Test Period ending on such Quarter End Date
and (B)  the Group FFO Leverage Ratio (expressed as a percentage) as at
such Quarter End Date is equal to or greater than 8.25%, for the Test Period
ending on such Quarter End Date; in the event that any of the conditions set
forth in this clause (ii)
shall fail to be satisfied as at the end of any Test Period, a “Lock-Up Event” shall
have occurred; provided, for the
avoidance of doubt, that the conditions set forth in this clause (ii)
shall not be applicable at any time prior to the conclusion of the first Test
Period; and




(iii)  the
Borrower shall have provided the Facility Agent with a certificate of an
Authorized Officer of the Borrower certifying that the Borrower Group is in
compliance with the provisions of the preceding clauses (i) and
(ii).




(c)  Notwithstanding
the foregoing, if a Lock-Up Event shall have occurred as of any Quarter End
Date, the Borrower shall not declare or make any Restricted Payment (other than
for the payment of taxes by the Parent, Parent Holdco (to the extent such Person
is not Puget Holdings) or Puget Holdings in accordance with the proviso
following clause (e)
below) until the first Restricted Payment Date after which the Borrower shall
have satisfied each of the conditions set forth in the foregoing clause (b)(ii)
as of two consecutive Quarter End Dates following the occurrence of such Lock-Up
Event, the conditions in clause (e) below and
all of the other requirements of this Section 7.05 are
satisfied (the period during which the Borrower may not declare or make any
Restricted Payment pursuant to this sentence is referred to as a “Lock-Up Period”);
provided, for
the avoidance of doubt, that the provisions set forth in this clause (c) shall
not be applicable at any time prior to the conclusion of the first Test
Period;




(d)  During
the Lock-Up Period, the Borrower may withdraw or otherwise apply amounts in the
Lock-Up Account only for (i) Base Capital Expenditures, (ii) Borrower’s
administrative expenses and (iii) other items consented to by the Majority
Lenders; provided, however, the Borrower
shall not be permitted to withdraw or otherwise apply amounts from the Lock-Up
Account for Base Capital Expenditures if, on the date of such withdrawal or
application, there is a positive Distributable Cash Balance; and




(e)  Notwithstanding
any provision of this Agreement to the contrary, if the Borrower borrowed any
Capital Expenditure Loans during any Lock-Up Period or during any period that
the Borrower was required to make prepayments of Excess Cash pursuant to Section
2.03(b)(i)(F), the Borrower shall not be permitted to make any Restricted
Payments until such Capital Expenditure Loans have been repaid in
full;




provided, however, that
notwithstanding any provision in any of the Financing Documents, the Borrower
Group may distribute cash and pay amounts to Puget Holdings, Parent Holdco (to
the extent such Person is not Puget Holdings) or the Parent at all times and
from time to time to enable Puget Holdings, Parent Holdco (to the extent such
Person is not Puget Holdings) or the Parent to make all tax payments related to
the operations and/or income of the Borrower Group.




SECTION 7.06.Fundamental
Changes.  Merge, dissolve, liquidate, consolidate with
or into another Person, or Dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except for (a) Permitted
Acquisitions, (b) Dispositions permitted under Section 7.02,
(c) the consummation of the Merger, (d) the liquidation or dissolution of
any Immaterial Subsidiary and (e) if at the time thereof and immediately
after giving effect thereto no Event of Default or Default shall have occurred
and be continuing, (i) the merger, amalgamation or consolidation of any
Operating Company into or with the Borrower in a transaction in which the
Borrower is the surviving corporation, and (ii) the merger, amalgamation or
consolidation of any Operating Company into or with any other Operating Company
or the liquidation or dissolution of any Operating Company (other than PSE) into
any other Operating Company; provided, however, that in any
merger or amalgamation or consolidation involving PSE or any liquidation or
dissolution of any Operating Company into PSE, PSE shall be the surviving
corporation.




SECTION 7.07.  Operating
Leases




.           Enter
into any operating lease as lessee except to the extent that, after giving
effect thereto, the net present value of remaining lease payments required to be
made by the Borrower Group Members under all operating leases entered into by
the Borrower Group Members on and after the Financial Closing Date would not
exceed $200,000,000.




SECTION 7.08.  Nature of
Business .




(a)  Engage in
any line of business substantially different from those lines of business
conducted by the Borrower Group Members on the Signing Date or in connection
with any Permitted Acquisition or any business reasonably related or ancillary
thereto.




(b)  In the
case of the Borrower from and after the Financial Closing Date, conduct,
transact or otherwise engage in any business or operations other than those
reasonably related to (A) its ownership of the Equity Interests of its
Subsidiaries, (B) the maintenance of its legal existence, (C) the
performance of the Financing Documents and the other Transaction Documents, and
(D) any transaction that the Borrower is expressly permitted to enter into
or consummate under this Agreement.




(c)  In the
case of the Borrower only, prior to the Financial Closing Date, conduct,
transact or otherwise engage in any business or operations, including without
limitation, incurring any Indebtedness, creating, incurring or suffering to
exist any Liens on any of its Properties, assets or revenues, make any
Investment (other than in Cash Equivalents) or make any Restricted Payment,
other than to the extent required by or incidental to the performance of the
Financing Documents and the other Transaction Documents, and any transaction
that the Borrower is expressly permitted to enter into or consummate under this
Agreement.




(d)  Terminate
or amend, waive, modify or supplement any of the provisions of its
Organizational Documents or consent to any such termination, amendment, waiver,
modification or supplement, unless any of the foregoing actions could not
reasonably be expected to result in a Material Adverse Effect.




SECTION 7.09.  Transactions with
Affiliates; Affiliate Services Agreements .




(a)  Enter
into any transaction of any kind with any Affiliate (including Affiliate Service
Agreements), whether or not in the ordinary course of business, other than
(i) on terms substantially as favorable to the Borrower Group Member as
would be obtainable by such Borrower Group Member at the time in a comparable
arm’s-length transaction with a Person other than an Affiliate,
(ii) Intercompany Loans to the extent permitted under Section 7.03,
(iii) as approved or required by any Governmental Authority or as required
by applicable Law, and (iv) the payment of Management Fees permitted by clause (b)
below.




(b)  Pay any
Management Fees or enter into or permit to exist any agreement or arrangement
for the payment of Management Fees, unless such fees are expressly subordinated
to the Facilities on the terms set forth in Exhibit I or
with respect to the Parent, on terms set forth in Section 13 of the
Parent Guarantee, if such Parent Guarantee is in full force and
effect.




SECTION 7.10.Subsidiaries.  Except
as in existence on the Effective Date or acquired or formed in connection with a
Permitted Acquisition pursuant to Section 7.04(g),
(a) create, acquire or permit to exist any Subsidiary, except for
Immaterial Subsidiaries and wholly-owned Subsidiaries formed to make Utility
Capital Expenditures, (b) become a general or limited partner in any
partnership or a joint venturer in any joint venture except with any other
Borrower Group Member, (c) acquire any Equity Interest in or make any capital
contribution to any Person, (d) enter into any profit-sharing or royalty
agreement or other similar arrangement whereby the Borrower Group Member’s,
income or profits are or might be shared with any other Person, (e) enter into
any material management contract or material similar arrangement whereby a
material portion of such Borrower Group Member’s business or operations are
managed by any other Person (except the Borrower or a wholly-owned Borrower
Group Member), other than in each case as expressly contemplated by the
Transaction Documents, (f) permit any Subsidiary that is a wholly-owned
Subsidiary on the Effective Date to become a Subsidiary that is not wholly-owned
(other than in connection with a Disposition permitted by Section 7.02), or (g)
permit any Immaterial Subsidiary to take any action that would result in such
Immaterial Subsidiary ceasing to be an Immaterial Subsidiary and becoming an
Operating Company if such action would not be permitted hereunder if such
Immaterial Subsidiary were an Operating Company immediately prior to the taking
of such action.




SECTION 7.11.Accounting
Changes.  Make any change in its fiscal year except to
the extent required by applicable Law and/or GAAP.  In such event, the
Borrower may, upon written notice to the Facility Agent, change its fiscal year
to any other fiscal year reasonably acceptable to the Facility Agent, in which
case, the Borrower and the Facility Agent will, and are hereby authorized by the
Lenders to, make any adjustments to this Agreement that are necessary to reflect
such change in fiscal year arising as a result of such change in applicable
Law.




SECTION 7.12.Restrictive
Agreements.  Directly or indirectly, enter into, or
incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of any Borrower
Group Member to create, incur or permit to exist any Lien upon any of its
material Property or assets (except as permitted under Section 7.01),
or (b) the ability of any wholly-owned Subsidiary to pay dividends or other
distributions with respect to, or to return capital in respect of its common
Equity Interests or to make or repay loans or advances to any Borrower Group
Member or to Guarantee Indebtedness of any Borrower Group Member; provided that the
foregoing shall not apply to




(i)  prohibitions,
restrictions and conditions imposed by applicable Laws, any Governmental
Authority or this Agreement;




(ii)  prohibitions,
restrictions and conditions identified on Schedule 5.14 or
otherwise resulting from or relating to Existing Indebtedness (without
amendment, modification or waiver, other than in connection with Permitted
Refinancing Indebtedness);




(iii)  provisions
of the type described in clause (a) above
imposed by the holder of any Lien permitted by Section 7.01(d), (e), (h),
(i), (m), (n), (r) and (s)  but
solely with respect to the property purported to be encumbered by such
Lien;




(iv)  any
agreement in effect at the time any Person becomes a Subsidiary pursuant to a
Permitted Acquisition and not in contemplation of, or in connection with, such
Person becoming a Subsidiary and only relating to or in connection with the
Property or assets of such Person (and any extensions, renewals, or replacements
of such agreement so long as any restrictions and conditions in such extended,
renewed or replaced agreement are not more restrictive than the applicable
original agreement or extend to additional Property);




(v)  customary
restrictions and conditions contained in agreements relating to any Disposition
of any asset or property; provided that such
restrictions and conditions only apply to the asset or property to be sold,
assigned or transferred and such sale, assignment or transfer is permitted by
Section 7.02;
and




(vi)  customary
provisions restricting assignment or transfer of any agreement entered into in
the ordinary course of business.




SECTION 7.13.  Abandonment .  Abandon
any of its businesses, other than (a) pursuant to a transaction permitted by
Section 7.02(b)
and (b) dormant companies acquired in connection with the Merger.




SECTION 7.14.  Certain Financial
Covenants .




(a)  Group FFO Coverage
Ratio.  The Borrower will not permit the Group FFO Coverage
Ratio at the end of any Test Period to be less than 1.30 to 1.00.




(b)  Debt Service Coverage
Ratio.  The Borrower will not permit the Debt Service Coverage
Ratio at the end of any Test Period to be less than 1.20 to 1.00.




(c)  Group FFO Leverage
Ratio.  The Borrower will not permit the Group FFO Leverage
Ratio (expressed as a percentage) at the end of any Test Period to be less than
7.125%, in respect of any Test Period.




SECTION 7.15.Existing
Indebtedness.  Prepay, prior to the stated maturity
thereof, any Indebtedness of the Borrower or any Subsidiary listed on Schedule 7.03(b)
or otherwise constituting Existing Indebtedness, unless such prepayment is
required by (i) applicable Law, (ii) any Governmental Authority,
(iii) the terms of such contractual obligations or (iv) is consented
to by the Majority Lenders (or is otherwise contemplated in Schedule 7.03(b));
provided that
this Section 7.15
shall not restrict any Permitted Refinancing Indebtedness in respect of Existing
Indebtedness.




SECTION 7.16.Preservation of
Rights.  Assign, cancel, terminate, waive any material
default under, material breach of or material right under, or materially amend,
supplement or modify or give any material consent under (including any consent
or assignment of), any Transaction Document or material Contractual Obligation,
except, other than in the case of any Transaction Document, to the extent that
any such action would not reasonably be expected to result in a Material Adverse
Effect.




SECTION 7.17.Equity
Issuance.  Make any Equity Issuance that would result in
Puget Holdings, Parent Holdco (to the extent such Person is not Puget Holdings)
the Parent, the Borrower and the Subsidiaries not being a consolidated tax group
for U.S. Federal income tax purposes of which Puget Holdings is the “common
parent” (within the meaning of Section 1504 of the Code).




ARTICLE VIII




EVENTS OF DEFAULT AND
REMEDIES




SECTION 8.01.  Events of
Default .  The
occurrence of any of the following from and after the Financial Closing Date
shall constitute an “Event of Default”:




(a)  Non-Payment.  The
Borrower fails to pay when and as required to be paid herein, (i) any
amount of principal of any Loan or (ii) any interest on any Loan or any
other amount payable hereunder or with respect to any other Financing Document,
in each case to the extent that any such interest or other amount is not paid
within three (3) Business Days after the same becomes due; or




(b)  Specific
Covenants.  The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.03(e),
Section 6.06(a),
Section 6.18,
Section 7.01,
Section 7.02,
Section 7.03,
Section 7.04,
Section 7.05,
Section 7.06,
Section 7.07,
Section 7.08(c),
Section 7.12,
Section 7.13,
Section 7.14 or
Section 7.15;
or




(c)  Other
Defaults.  The Borrower or any other Loan Party fails to
perform or observe any other covenant or agreement (not specified in Section 8.01(a)
or (b) above)
contained in any Financing Document on its part to be performed or observed and
such failure continues for thirty (30) days after notice thereof to the
Borrower by the Facility Agent or the Borrower having knowledge thereof; provided that if such
failure is capable of remedy but by its nature cannot reasonably be cured within
such period, the Borrower shall have such additional time not exceeding an
additional sixty (60) days as may be necessary to cure such failure so long
as the Borrower is proceeding diligently to cure such failure and such
additional cure period could not reasonably be expected to result in a Material
Adverse Effect; or




(d)  Representations and
Warranties.  Any representation, warranty or certification made
or deemed made by or on behalf of any Loan Party herein, in any other Financing
Document or in any document required to be delivered in connection herewith or
therewith shall be untrue or misleading in any material respect when made or
deemed made; provided that such
misstatement shall not constitute an Event of Default if such condition or
circumstance (i) is subject to cure, (ii) the facts or conditions
giving rise to such misstatement are cured in such a manner as to eliminate such
misstatement within sixty (60) days after the earlier of (A) notice of
such default from the Facility Agent and (B) the Borrower having knowledge
thereof, and (iii) such cure period could not reasonably be expected to
result in a Material Adverse Effect; or




(e)  Cross-Default.  The
Parent or any Borrower Group Member (i) fails to make any payment beyond
the applicable grace period with respect thereto, if any (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise), in respect
of any Indebtedness (other than Indebtedness hereunder) having an aggregate
principal amount of more than $50,000,000, or (ii) fails to observe or
perform any other agreement or condition relating to any such Indebtedness, or
any other event occurs and continues beyond the applicable grace period, if the
effect of such failure or other event is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause such Indebtedness to become
due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise) or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity; provided that clause
(ii) shall not apply to any secured Indebtedness that becomes due as a result of
the Disposition of any property or assets securing such Indebtedness, if such
Disposition is permitted pursuant to Section 7.02 and
under the documents providing for such Indebtedness; or




(f)  Insolvency Proceedings,
Etc.  The Parent or any Borrower Group Member institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to
the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator, administrator, administrative receiver or similar officer for it
or for all or any material part of its property; or any receiver, trustee,
custodian, conservator, liquidator, rehabilitator, administrator, administrative
receiver or similar officer is appointed without the application or consent of
such Person and the appointment continues undischarged or unstayed for
sixty (60) calendar days; or any proceeding under any Debtor Relief Law
relating to any such Person or to all or any material part of its property is
instituted without the consent of such Person that continues undischarged or
unstayed for sixty (60) calendar days; or




(g)  Illegality of Financing
Documents.  The Financing Documents or any material provision
of any Financing Document, (i) is declared in a final non-appealable
judgment to be illegal or unenforceable, (ii) should otherwise cease to be
valid and binding or in full force and effect or shall be materially Impaired
(in each case, except in connection with its expiration in accordance with its
terms in the ordinary course) and not related to any default hereunder, or
(iii) is (including the enforceability thereof) expressly terminated or
repudiated by any Loan Party or any other Borrower Group Member; or




(h)  Material Qualification of
Accounts.  At any time, any financial statements to be
delivered pursuant to Section 6.01
shall be qualified by the auditors and such qualification could reasonably be
expected to result in a Material Adverse Effect; or




(i)  Judgments.  There
is entered against the Parent or any Borrower Group Member a final judgment or
order (other than a judgment or order for a rate refund) for the payment of
money in an aggregate amount exceeding $50,000,000and such judgment or
order shall not have been satisfied, vacated, discharged or stayed or bonded
pending an appeal for a period of sixty (60) consecutive days;
or




(j)  ERISA.  (i) An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of the
Borrower or any Subsidiary under Title IV of ERISA in an aggregate amount
which could reasonably be expected to result in a Material Adverse Effect, or
(ii) any Subsidiary or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount which could reasonably be expected to
result in a Material Adverse Effect; or




(k)  Inability to Pay Debts;
Attachment.  (i) The Parent or any Borrower Group Member
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or
execution or similar process is issued or levied against all or any material
part of the Property of the Borrower Group, taken as a whole, and is not
released, vacated or fully bonded within sixty (60) days after its issue or
levy; or




(l)  Security
Documents.  (i) Any Security Document after delivery
thereof shall for any reason cease to create a valid and perfected Lien, with
the priority required by the Security Documents, on and security interest in any
material portion of the Collateral purported to be covered thereby, or any Loan
Party shall so assert in writing, or (ii) any of the Equity Interest of the
Borrower or PSE ceasing to be pledged pursuant to the Pledge Agreement or
Security Agreement, as applicable, free of Liens other than Liens created by the
Pledge Agreement or Security Agreement, as applicable, or any other Liens
permitted under Section 7.01, or
any Loan Party shall so assert in writing; or




(m)  Material Contract or
Lease.  The termination, transfer, revocation or modification
of any license, leases or material contracts to which any Borrower Group Member
is a party the result of which could reasonably be expected to result in a
Material Adverse Effect and such termination, transfer, revocation or
modification remains in effect for a period of more than thirty (30) days
after the occurrence thereof.




SECTION 8.02.  Remedies Upon Event of
Default .  If
any Event of Default occurs and is continuing, the Facility Agent may, and at
the request of the Majority Lenders shall, take any or all of the following
actions:




(a)  declare
the Commitment of each Lender to make Loans to be terminated, whereupon such
Commitments and obligations shall be terminated;




(b)  declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Financing Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower; and




(c)  exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Financing Documents or applicable Law;




provided that upon
the occurrence of an Event of Default under Section 8.01(f),
the obligation of each Lender to make Loans shall automatically terminate and
the unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, in each case
without further act of the Facility Agent or any Lender, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower.




SECTION 8.03.Application of
Funds.  After the exercise of remedies provided for in
Section 8.02 (or
after the Loans have automatically become immediately due and payable), any
amounts received from the Collateral Agent pursuant to Section 4.05 of the
Collateral Agency Agreement on account of the Obligations owed to the Agents and
the Lenders shall be applied by the Facility Agent in the following
order:




First, to payment of that
portion of the Obligations constituting fees, indemnities, expenses and other
amounts (other than principal and interest) payable to the Facility Agent in its
capacity as such (including Attorney Costs payable under Section 10.04
and amounts payable under Article III),
ratably in proportion to the amounts described in this clauseFirstthen
payable;




Second, to payment of that
portion of the Obligations constituting fees, indemnities and other amounts
(other than principal and interest) payable to the Lenders (including Attorney
Costs payable under Section 10.04
and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clauseSecond
payable to them;




Third, to payment of that
portion of the Obligations constituting accrued and unpaid interest on the
Loans, ratably among the Lenders in proportion to the respective amounts
described in this clauseThird
payable to them;




Fourth, to payment of that
portion of the Obligations constituting unpaid principal of the Loans and the
Cash Management Obligations, ratably among the Lenders in proportion to the
respective amounts described in this clauseFourth
held by them and the amount of cash required to be so deposited to such
account;




Fifth, to the payment of all
other Obligations of the Borrower that are due and payable to the Facility Agent
and the Lenders on such date, ratably based upon the respective aggregate
amounts of all such Obligations owing to the Facility Agent and the Lenders on
such date; and




Last, the balance, if any,
after all of the Obligations have been indefeasibly paid in full in cash, to the
Borrower or as otherwise required by Law;




provided that with
respect to any amounts payable in respect of principal of the Loans, amounts
shall be allocated ratably to the repayment of the Term Loans and the Capital
Expenditure Loans.




SECTION 8.04.  Equity Investors’ Right to
Cure .




(a)  Notwithstanding
anything to the contrary contained in Section 8.01(b),
in the event that the Borrower fails to comply with the requirement of the
covenants set forth in Section 7.14,
until the expiration of the tenth day after the date on which financial
statements with respect to the Test Period in which such covenant is being
measured are required to be delivered pursuant to Section 6.01(a)
or (b), as
applicable, any of the Equity Investors (including any Person becoming an Equity
Investor as a result of such equity investment) shall have the right to make a
direct or indirect equity investment in the Borrower in cash (the “Cure Right”), and
upon the receipt by the Borrower of net cash proceeds pursuant to the exercise
of the Cure Right (including through the capital contribution of any such net
cash proceeds to such Person, the “Cure Amount”), the
Borrower shall prepay (x) an aggregate amount of the Term Loans and Capital
Expenditure Loans (on a pro
rata basis)in an amount equal to
the Cure Amount, (y) Group FFO and Cash Available for Borrower Debt Service, as
applicable, for the most recently ended fiscal quarter for the applicable Test
Period shall be increased by an amount equal to the Cure Amount and (z) the
covenants set forth in such Section shall be recalculated, as if such prepayment
occurred immediately prior to the commencement of the applicable Test Period;
provided that
such recalculation shall be solely for the purpose of determining the existence
of a Default or an Event of Default under the covenants set forth in such
Section with respect to any Test Period that includes the fiscal quarter for
which such Cure Right was exercised and not for any other purpose under any
Financing Document.




(b)  If, after
the exercise of the Cure Right and the recalculations pursuant to clause (a)
above, the Borrower shall then be in compliance with the requirements of the
covenants set forth in Section 7.14
during such Test Period (including for purposes of Section 4.03),
the Borrower shall be deemed to have satisfied the requirements of such
covenants as of the relevant date of determination with the same effect as
though there had been no failure to comply therewith at such date, and the
applicable Default or Event of Default under Section 8.01
that had occurred shall be deemed cured.  Notwithstanding any
provision of this Section 8.04 to the
contrary, (i) there shall be no more than two (2) fiscal quarters (and
no more than one (1) fiscal quarter for any period of consecutive fiscal
quarters) in which a Cure Right is exercised and (ii) with respect to any
exercise of the Cure Right, the Cure Amount shall be no greater than the amount
required to cause the Borrower to be in compliance with the covenants set forth
in Section 7.14.




ARTICLE IX




FACILITY AGENT AND OTHER
AGENTS




SECTION 9.01.  Appointment and
Authorization of Agents .




(a)  Each
Lender hereby appoints Barclays Bank PLC as the Facility Agent hereunder
and irrevocably appoints, designates and authorizes the Facility Agent to take
such action on its behalf under the provisions of this Agreement and each other
Financing Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Financing
Document, together with such powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary contained
elsewhere herein or in any other Financing Document, the Facility Agent shall
have no duties or responsibilities, except those expressly set forth herein, nor
shall the Facility Agent have or be deemed to have any fiduciary relationship
with any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Financing Document or otherwise exist against the
Facility Agent.  Without limiting the generality of the foregoing
sentence, the use of the term “agent” herein and in
the other Financing Documents with reference to any Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable Law.  Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting
parties.




(b)  Each of
the Lenders hereby authorizes the Facility Agent, acting on its behalf, to
appoint Barclays Bank PLC as the Collateral Agent under and pursuant to the
terms of the Collateral Agency Agreement.




SECTION 9.02.Delegation of
Duties.  The Facility Agent may execute any of its
duties under this Agreement or any other Financing Document (including, if
applicable, for purposes of holding or enforcing any Lien on the Collateral (or
any portion thereof) granted under the Security Documents or of exercising any
rights and remedies thereunder) by or through agents, employees or
attorneys-in-fact including for the purpose of any Borrowings, such sub-agents
as shall be deemed necessary by the Facility Agent and shall be entitled to
advice of counsel and other consultants or experts concerning all matters
pertaining to such duties.  The Facility Agent shall not be
responsible for the negligence or misconduct of any agent or sub-agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct (as determined in the final judgment of a court of competent
jurisdiction).




SECTION 9.03.Liability of
Agents.  No Agent-Related Person shall (a) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Financing Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, in connection with its duties expressly set forth herein), or
(b) be responsible in any manner to any Lender or participant for any
recital, statement, representation or warranty made by the Borrower, any
Subsidiary or any officer thereof, contained herein or in any other Financing
Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by the Facility Agent under or in connection
with, this Agreement or any other Financing Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Financing Document, or the perfection or priority of any Lien or
security interest created or purported to be created under the Security
Documents, or for any failure of any Loan Party or any other party to any
Financing Document to perform its obligations hereunder or
thereunder.  No Agent-Related Person shall be under any obligation to
any Lender or participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Financing Document, or to inspect the properties, books
or records of the Borrower, any Subsidiary or any Affiliate
thereof.




SECTION 9.04.  Reliance by
Agents .




(a)  Each
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, communication, signature, resolution, representation, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, electronic mail message, statement or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons, and upon advice and statements of legal counsel
(including counsel to the Borrower), independent accountants and other experts
selected by such Agent.  Each Agent shall be fully justified in
failing or refusing to take any action under any Financing Document unless it
shall first receive such advice or concurrence of the Majority Lenders as it
deems appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such
action.  Each Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement or any other Financing
Document in accordance with a request or consent of the Majority Lenders (or
such greater number of Lenders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders.




(b)  For
purposes of determining compliance with the conditions specified in Section 4.02,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Facility Agent shall have received notice
from such Lender prior to the proposed Financial Closing Date (or such earlier
date on which the approval of the Facility Agent may be required) specifying its
objection thereto.




SECTION 9.05.Notice of
Default.  The Facility Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default, except with respect to
Defaults in the payment of principal, interest and fees required to be paid to
the Facility Agent for the account of the Lenders, unless the Facility Agent
shall have received written notice from a Lender or the Borrower referring to
this Agreement, describing such Default and stating that such notice is a
“notice of default.”  The Facility Agent will notify the Lenders of
its receipt of any such notice.  The Facility Agent shall take such
action with respect to any Event of Default as may be directed by the Majority
Lenders in accordance with Article VIII;
provided that
unless and until the Facility Agent has received any such direction, the
Facility Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Event of Default as it shall deem
advisable or in the best interest of the Lenders.




SECTION 9.06.Credit Decision; Disclosure
of Information by Agents.  Each Lender acknowledges that
no Agent-Related Person has made any representation or warranty to it, and that
no act by any Agent hereafter taken, including any consent to and acceptance of
any assignment or review of the affairs of the Borrower or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their
possession.  Each Lender represents to each Agent that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower
Group, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrower hereunder.  Each Lender
also represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Financing Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the
Borrower.  Except for notices, reports and other documents expressly
required to be furnished to the Lenders and by any Agent herein, such Agent
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of Borrower or any of its
Affiliates which may come into the possession of any Agent-Related
Person.




SECTION 9.07.Indemnification of
Agents.  Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand the Facility
Agent (to the extent the Facility Agent is required to be but is not reimbursed
by or on behalf of the Borrower and without limiting the obligation of the
Borrower to do so), pro rata (at the time such indemnity is sought), and hold
harmless the Facility Agent from and against any and all Indemnified Liabilities
incurred by it; provided that no
Lender shall be liable for the payment to the Facility Agent of any portion of
such Indemnified Liabilities resulting from the Facility Agent’s own gross
negligence or willful misconduct, as determined by the final judgment of a court
of competent jurisdiction; provided that no
action taken in accordance with the directions of the Majority Lenders (or such
other number or percentage of the Lenders as shall be required by the Financing
Documents) shall be deemed to constitute gross negligence or willful misconduct
for purposes of this Section 9.07.  In
the case of any investigation, litigation or proceeding giving rise to any
Indemnified Liabilities, this Section 9.07
applies whether any such investigation, litigation or proceeding is brought by
any Lender or any other Person.  Without limitation of the foregoing,
each Lender shall reimburse the Facility Agent upon demand for its ratable share
(determined at the time such reimbursement is sought) of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Facility Agent
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Financing Document, or any
document contemplated by or referred to herein, to the extent that the Facility
Agent is not reimbursed for such expenses by or on behalf of the
Borrower.  The undertaking in this Section 9.07
shall survive termination of the Commitments, the payment of all other
Obligations and the resignation of the Facility Agent.




SECTION 9.08.Agents in Their Individual
Capacities.  Barclays Bank PLC and its Affiliates
may make loans to, accept deposits from, acquire Equity Interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with the Borrower and its Affiliates as though Barclays
Bank PLC were not the Facility Agent hereunder and without notice to or
consent of the Lenders.  The Lenders acknowledge that, pursuant to
such activities, Barclays Bank PLC or its Affiliates may receive
information regarding the Borrower or its Affiliates (including information that
may be subject to confidentiality obligations in favor of the Borrower or such
Affiliates) and acknowledge that the Facility Agent shall be under no obligation
to provide such information to them.




SECTION 9.09.Successor
Agents.  The Facility Agent may resign as the Facility
Agent upon thirty (30) days’ notice to the Lenders and the
Borrower.  If the Facility Agent resigns under this Agreement, the
Majority Lenders shall appoint a successor agent for the Lenders, which
successor agent shall be consented to by the Borrower at all times other than
during the occurrence and continuance of a Default (which consent of the
Borrower shall not be unreasonably withheld or delayed).  If no
successor agent is appointed prior to the effective date of the resignation of
the Facility Agent, the Facility Agent may appoint, after consulting with the
Lenders and subject to the consent of the Borrower as provided for above, a
successor agent from among the Lenders.  Upon the acceptance of its
appointment as successor agent hereunder, the Person acting as such successor
agent shall succeed to all the rights, powers and duties of the retiring
Facility Agent and the term “Facility Agent,” shall mean such successor Facility
Agent, and the retiring Facility Agent’s appointment, powers and duties as the
Facility Agent shall be terminated.  After the retiring Facility
Agent’s resignation hereunder as the Facility Agent, the provisions of this
Article IX
and Section 10.04
and Section 10.05
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Facility Agent under this Agreement.  If no successor
agent has accepted appointment as the Facility Agent by the date which is
thirty (30) days following the retiring Facility Agent’s notice of
resignation, the retiring Facility Agent’s resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Facility Agent hereunder until such time, if any, as the Majority Lenders
appoint a successor agent as provided for above.  Upon the acceptance
of any appointment as the Facility Agent hereunder by a successor and upon the
execution and filing or recording of such financing statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as the Majority Lenders may request, in order to continue the
perfection of the Liens granted or purported to be granted by the Security
Documents, the Facility Agent shall thereupon succeed to and become vested with
all the rights, powers, discretion, privileges, and duties of the retiring
Facility Agent, and the retiring Facility Agent shall be discharged from its
duties and obligations under the Financing Documents.  After the
retiring Facility Agent’s resignation hereunder as the Facility Agent, the
provisions of this Article IX shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Facility Agent.




SECTION 9.10.Facility Agent May File
Proofs of Claim.  In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Borrower or
any of its Subsidiaries, the Facility Agent (irrespective of whether the
principal of any Loan shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Facility Agent shall
have made any demand on any Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise:




(a)  to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans and all other Obligations that are owing and
unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Facility Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Lenders and the Facility Agent and their respective agents and counsel and
all other amounts due the Lenders and the Facility Agent under Section 2.06 and
Section 10.04)
allowed in such judicial proceeding; and




(b)  to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;




and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Facility Agent and, in the event that the
Facility Agent shall consent to the making of such payments directly to the
Lenders, to pay to the Facility Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Agents and their
respective agents and counsel, and any other amounts due the Facility Agent
under Section 2.06 and
Section 10.04.




Nothing
contained herein shall be deemed to authorize the Facility Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or to authorize the Facility Agent to vote in
respect of the claim of any Lender in any such proceeding.




SECTION 9.11.Other Agents; Arrangers and
Managers.  None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as “joint
bookrunner,” “arranger,” “syndication agent,” “documentation agent,”
“Co-Syndication Agent” or “Co-Documentation Agent” shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such.  Without limiting the
foregoing, none of the Lenders or other Persons so identified shall have or be
deemed to have any fiduciary relationship with any other Lender.  Each
Lender acknowledges that it has not relied, and will not rely, on any of the
other Lenders or other Persons so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.




ARTICLE X




MISCELLANEOUS




SECTION 10.01.Amendments, Etc.  Except
as otherwise set forth in this Agreement, no amendment or waiver of any
provision of this Agreement, and no consent to any departure by the Borrower
therefrom, shall be effective unless in writing signed by the Majority Lenders
(or by the Facility Agent acting on the written instructions of the Majority
Lenders) and the Borrower, and each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided that,
no such amendment, waiver or consent shall:




(a)  extend or
increase the Commitment of any Lender without the written consent of each Lender
directly affected thereby (it being understood that a waiver of any condition
precedent set forth in Section 4.01,
Section 4.02 or
Section 4.03 or
the waiver of any Default shall not constitute an extension or increase of any
Commitment of any Lender);




(b)  postpone
any date scheduled for, or reduce or forgive the amount of, any payment of
principal or interest under Section 2.04 or
Section 2.05, or
waive an Event of Default under Section 8.01(a),
without the written consent of each Lender directly affected
thereby;




(c)  reduce or
forgive the principal of, or the rate of interest specified herein on, any Loan
or any fees (including fees set forth in Section 2.06 or
other amounts payable hereunder or under any other Financing Document), or
extend, postpone or waive the date upon which any fees are to be paid, without
the written consent of each Lender directly affected thereby;




(d)  change
any provision of this Section 10.01,
the definition of “Majority Lenders” or Section 2.03(d),
Section 2.09(a),
Section 2.09(g),
or Section 2.10
without the written consent of each Lender affected thereby; or




(e)  release
all or any material portion of the Collateral in any transaction or series of
related transactions or release or limit the liability of Parent under the
Parent Guarantee (if the Parent Guarantee is required to be in effect), without
the written consent of each Lender (other than in accordance with the terms of
the Security Documents);




provided further that (x) no
Borrower Affiliate shall be entitled to a vote on any  of the matters
specified in the foregoing clauses (a) through
(e), and (y) no
amendment, waiver or consent shall, unless in writing and signed by the Facility
Agent in addition to the Lenders required above, affect the rights or duties of,
or any fees or other amounts payable to, the Facility Agent under this
Agreement; provided, further, however, that no
amendment, waiver or consent of any Macquarie Affiliate that holds any Loans or
Commitments (a “Lender
Side Person”) shall be effective (i) except with respect to Loans and
Commitments not in excess of $50,000,000 in the aggregate at any time and (ii)
unless each such Person has in place a Wall between such Lender Side Person and
any Persons authorized to take action on behalf of the Borrower (such Persons,
“Borrower Side
Persons”) such that information is not shared between a Lender Side
Person and Borrower Side Persons (other than on arm’s-length, third party terms)
and decisions of Lender Side Persons are made, and actions taken, independent of
considerations of Borrower Side Persons.  For purposes of the
preceding sentence, “Wall” shall mean with
respect to any Lender Side Person and Borrower Side Person, such Persons (i) do
not have interlocking officers, directors or employees, (ii) have separate
offices and information systems such that a Lender Side Person does not have
access to non-public information in the possession of a Borrower Side Person
(and vice versa), (iii) have a formalized process or procedure prohibiting the
disclosure of non-public information to the other such Person.  A
Lender Side Person shall provide reasonable evidence of the Wall upon the
reasonable request of a Lender or the Facility Agent.




SECTION 10.02.  Notices and Other
Communications; Facsimile Copies .




(a)  General.  Unless
otherwise expressly provided herein, all notices and other communications
provided for hereunder or under any other Financing Document shall be in writing
(including by facsimile transmission or electronic mail).  All such
written notices shall be mailed, faxed or delivered to the applicable address,
facsimile number or electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:




(1) if to
the Borrower, any Subsidiary, the Facility Agent or the Collateral Agent, to the
address, facsimile number, electronic mail address or telephone number specified
for such Person on Schedule 10.02
or to such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the other parties;
and




(2) if to
any Lender, to the address, facsimile number, electronic mail address or
telephone number specified for such Lender on Schedule 10.02
or to such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such Lender in a notice to the Borrower and the
Facility Agent.




All such
notices and other communications shall be deemed to be given or made upon the
earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant party hereto; (B) if delivered by mail, four (4)
Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile, when sent and receipt has been confirmed by telephone; and
(D) if delivered by electronic mail (which form of delivery is subject to
the provisions of Section 10.02(c)),
when delivered; provided that notices
and other communications to the Facility Agent pursuant to Article II shall
not be effective until actually received by such Person.  In no event
shall a voice mail message be effective as a notice, communication or
confirmation hereunder.




(b)  Effectiveness of Facsimile
Documents and Signatures.  Financing Documents may be
transmitted and/or signed by facsimile.  The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually signed originals and shall be binding on each party to
Financing Document.




(c)  Reliance by Agents and
Lenders.  The Facility Agent and the Lenders shall be entitled
to rely and act upon any notices purportedly given by or on behalf of the
Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof.  The Borrower shall
indemnify each Agent-Related Person and each Lender from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower in the absence of gross
negligence, bad faith or willful misconduct, in accordance with Section 10.05.  All
telephonic notices to the Facility Agent may be recorded by the Facility Agent
and each of the parties hereto hereby consents to such recording.




SECTION 10.03.No Waiver; Cumulative
Remedies.  No failure by any Lender or the Facility
Agent to exercise, and no delay by any such Person in exercising, any right,
remedy, power or privilege hereunder or under any other Financing Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided, and provided under each other Financing Document, are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by
Law.




SECTION 10.04.Attorney Costs and
Expenses.  The Borrower agrees (a) to pay or
reimburse the Agents and the Joint Mandated Lead Arrangers for all reasonable
and documented out-of-pocket costs and expenses incurred in connection with the
preparation, due diligence, negotiation, syndication and execution of this
Agreement and the other Financing Documents, and any amendment, waiver, consent
or other modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby and thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs of Shearman & Sterling LLP, any local
counsel retained by the Facility Agent and any experts retained in connection
herewith and therewith, and (b) to pay or reimburse the Agents, the Joint
Mandated Lead Arrangers and each Lender for all documented out-of-pocket costs
and expenses incurred in connection with the enforcement of any rights or
remedies under this Agreement or the other Financing Documents (including all
such costs and expenses incurred during any legal proceeding, including any
proceeding under any Debtor Relief Law, and provided that Attorney Costs shall
be limited to Attorney Costs of one New York counsel and one local state counsel
to the Facility Agent and one New York counsel and one local state counsel for
all of the Lenders).  The foregoing costs and expenses shall include
all reasonable search, filing and recording charges and fees and taxes related
thereto, and other reasonable and documented out-of-pocket expenses incurred by
any Agent.  The agreements in this Section 10.04
shall survive the termination of the Commitments and repayment of all of the
Obligations.  All amounts due under this Section 10.04
shall be paid within ten (10) Business Days of receipt by the Borrower of
an invoice relating thereto setting forth such expenses in reasonable
detail.  If the Borrower fails to pay when due any costs, expenses or
other amounts payable by it hereunder or under any Financing Document, such
amount may be paid on behalf of the Borrower by the Facility Agent in its sole
discretion.




SECTION 10.05.  Indemnification by the
Borrower .




(a)  Whether
or not the transactions contemplated hereby are consummated, the Borrower shall
indemnify and hold harmless each Agent-Related Person, each Lender and their
respective Affiliates, directors, officers, employees, agents, representatives,
trustees and attorneys-in-fact (collectively, the “Indemnified Parties”)
from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and
disbursements (including Attorney Costs) of any kind or nature whatsoever which
may at any time be imposed on, incurred by or asserted against any such
Indemnified Party in any way relating to or arising out of or in connection with
(a) the execution, delivery, enforcement, performance or administration of
any Financing Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby, (b) any Commitment
or Loan or the use or proposed use of the proceeds therefrom, or (c) any
actual or alleged presence or release of Hazardous Materials on or from any
property currently or formerly owned or operated by the Borrower or any
Subsidiary, or any Environmental Liability related in any way to the Borrower or
any Subsidiary, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for or defense of any pending or threatened claim, investigation, litigation or
proceeding) (all the foregoing, collectively, the “Indemnified
Liabilities”), in all cases, whether or not caused by or arising, in
whole or in part, out of the negligence of the Indemnified Party; provided that such
indemnity shall not, as to any Indemnified Party, be available to the extent
that such liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses or disbursements resulted from
(i) the gross negligence, bad faith  or willful misconduct of
such Indemnified Party or of any Affiliate, director, officer, employee, agent,
trustee or attorney-in-fact of such Indemnified Party or (ii) any actions
or claims solely among Indemnified Parties.  No Indemnified Party
shall be liable for any damages arising from the use by others of any
information or other materials obtained through intralinks or other similar
information transmission systems in connection with this Agreement, nor shall
any Indemnified Party or the Borrower have any liability for any special,
punitive, indirect or consequential damages relating to this Agreement or any
other Financing Document or arising out of its activities in connection herewith
or therewith (whether before or after the Financial Closing Date).  In
the case of an investigation, litigation or other proceeding to which the
indemnity in this Section 10.05
applies, such indemnity shall be effective whether or not any of the
transactions contemplated hereunder or under any of the other Financing
Documents is consummated.  All amounts due under this Section 10.05
shall be paid within ten (10) Business Days after demand
therefor.  The agreements in this Section 10.05
shall survive the resignation of the Facility Agent, the replacement of any
Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all the other Obligations.




(b)  In the
event that any claim or demand by a third party for which the Borrower may be
required to indemnify an Indemnified Party hereunder (a “Claim”) is asserted
against or sought to be collected from any Indemnified Party by a third party,
such Indemnified Party shall as promptly as practicable notify the
Borrower  in writing of such Claim, and such notice shall specify (to
the extent known) in reasonable detail the amount of such Claim and any relevant
facts and circumstances relating thereto; provided, however, that any
failure to give such prompt notice or to provide any such facts and
circumstances shall not constitute a waiver of any rights of the Indemnified
Party, except to the extent that the rights of the Borrower are actually
prejudiced thereby.




(c)  The
Borrower shall be entitled to appoint counsel of its choice at the expense of
the Borrower to represent an Indemnified Party in any action for which
indemnification is sought (in which case the Borrower shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by that
Indemnified Party except as set forth below); provided, however, that such
counsel shall be satisfactory to such Indemnified
Party.  Notwithstanding the Borrower’s election to appoint counsel to
represent an Indemnified Party in any action, such Indemnified Party shall have
the right to employ separate counsel (including local counsel, but only one such
counsel in any jurisdiction in connection with any action), and the Borrower
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the Borrower to represent the Indemnified
Party would present such counsel with a conflict of interest; (ii) the
actual or potential defendants in, or targets of, any such action include both
the Indemnified Party and the Borrower and the Indemnified Party shall have
reasonably concluded that there may be legal defenses available to it and/or
other Indemnified Parties which are different from or additional to those
available to the Borrower; (iii) the Borrower shall not have employed
counsel to represent the Indemnified Party within a reasonable time after notice
of the institution of such action; or (iv) the Borrower shall authorize the
Indemnified Party to employ separate counsel at the Borrower’s
expense.  The Borrower shall not be liable for any settlement or
compromise of any action or claim by an Indemnified Party affected without the
Borrower’s prior written consent, which consent shall not be unreasonably
withheld.




SECTION 10.06.Payments Set
Aside.  To the extent that any payment by or on behalf
of the Borrower is made to any Agent or any Lender, or any Agent or any Lender
exercises its right of setoff, and such payment or the proceeds of such setoff
or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by such Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had
not been made or such setoff had not occurred, and (b) each Lender
severally agrees to pay to the Facility Agent upon demand its applicable share
of any amount so recovered from or repaid by any Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per annum equal to the
applicable Overnight Rate from time to time in effect.




SECTION 10.07.  Successors and
Assigns .




(a)  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Assignee in accordance with the provisions of
Section 10.07(b)(1),
(ii) by way of participation in accordance with the provisions of Section 10.07(e),
or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of Section 10.07(g).  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Assignees, Participants to the extent provided in Section 10.07(e)
and, to the extent expressly contemplated hereby, the Indemnified Parties) any
legal or equitable right, remedy or claim under or by reason of this
Agreement.




(b)  Subject
to the conditions set forth in clause (b)(1)
below and Section
2.11(d), any Lender may assign to one or more assignees (“Assignees”) all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld or delayed) of the
Facility Agent; provided that no
consent of the Facility Agent shall be required for an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund; provided, further, that from
the date hereof until the date that is twelve months after the Financial Closing
Date (such period the “Blackout Period”) no
Borrower Affiliate or Macquarie Affiliate shall be an Assignee without the prior
consent of the Joint Mandated Lead Arrangers except that during the Blackout
Period Macquarie Affiliates (together with Macquarie Affiliates who are
Participants pursuant to clause (e) below) may
hold an amount of Loans and Commitments not to exceed, in the aggregate for all
such Macquarie Affiliates, $50,000,000 at any time.




(1)           Assignments
shall be subject to the following additional conditions:




(i)  prior to
the date that is 60 days after the Effective Date, no Lender (other than any
Joint Mandated Lead Arranger in its capacity as a Lender or Lenders who are
Affiliates of the Joint Mandated Lead Arrangers) may transfer or assign any of
its Loans or Commitments to any other Person;




(ii)  except in
the case of an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund or an assignment of the entire remaining amount of the assigning Lender’s
Commitment or Loans, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the Facility
Agent) shall not be less than $1,000,000 (unless the Facility Agent otherwise
consents); provided that such
amounts shall be aggregated in respect of each Lender and its Affiliates or
Approved Funds, if any;




(iii)  the
parties to each assignment shall execute and deliver to the Facility Agent an
Assignment and Assumption, together with a processing and recordation fee of
$3,500; and




(iv)  the
Assignee, if it shall not be a Lender, shall provide to the Facility Agent its
address, facsimile number, electronic mail address or telephone number for
receipt of notices and other communications hereunder.




Each
assignment under this clause (b) shall
be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement, including with respect to the
separate Facilities.




(c)  Subject
to acceptance and recording thereof by the Facility Agent pursuant to Section 10.07(d),
from and after the effective date specified in each Assignment and Assumption,
the Assignee thereunder shall be a party to this Agreement and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender (subject to the restrictions hereunder with respect to
Borrower Affiliates and Macquarie Affiliates) under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Section 2.07(b),
Section 3.01,
Section 3.04,
Section 10.04
and Section 10.05
with respect to facts and circumstances occurring prior to the effective date of
such assignment).  Upon request, and the surrender by the assigning
Lender of its Note, the Borrower (at its expense) shall execute and deliver a
Note to the Assignee Lender.  Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with clause (b) and
this clause (c) of
this Section 10.07
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 10.07(e).




(d)  The
Facility Agent, acting solely for this purpose as an agent of the Borrower,
shall maintain at the Facility Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts (and
related interest amounts) of the Loans and amounts owing to each Lender pursuant
to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, absent manifest error, and the
Borrower, the Agents and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower, any Agent and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.




(e)  Subject
to Section
2.11(d), any Lender may at any time, without the consent of, or notice
to, the Borrower or the Facility Agent sell participations to any Person (other
than a natural person) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(together with all or a portion of its Commitment and/or the Loans owing to it);
provided that
during the Blackout Period, without the prior consent of the Joint Mandated Lead
Arrangers, no Borrower Affiliate or Macquarie Affiliate shall be a Participant
with the exception of Macquarie Affiliates (including Macquarie Affiliates who
are Assignees pursuant to clause (b) above) for
an amount of Loans and Commitments not to exceed, in the aggregate for all such
Macquarie Affiliates, $50,000,000; provided, further, that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Agents and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and the other Financing Documents and to approve
any amendment, modification or waiver of any provision of this Agreement or the
other Financing Documents; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01
that directly affects such Participant; provided further that no such
consent shall be required from Participants that are Borrower Affiliates and the
consent of Participants that are Macquarie Affiliates shall be subject to the
third proviso of Section
10.01.  Subject to Section 10.07(f),
the Borrower agrees that each Participant shall be entitled to the benefits of
Section 3.01,
Section 3.04 and
Section 2.07(b)
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 10.07(c)
but (x) shall not be entitled to recover greater amounts under any such
Section than the selling Lender would be entitled to recover and
(y) shall be subject to replacement by the Borrower under Section 3.06 to
the same extent as if it were a Lender.  To the extent permitted by
applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as
though it were a Lender; provided that such
Participant agrees to be subject to Section 2.10 as
though it were a Lender.




(f)  A
Participant shall not be entitled to receive any greater payment under any of
Section 3.01,
Section 3.04 and
Section 2.07(b)
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent. A
Participant shall not be entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such
Participant.  Without limitation of the preceding, (i) a
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01 of
this Agreement unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 3.01(e)
of this Agreement as though it were a Lender and (ii) a Participant that is
a United States resident individual shall not be entitled to the benefits of
Section 3.01 as
if it were a Lender unless the Participant agrees to comply with Section 3.01(f)
of this Agreement as though it were a Lender.




(g)  Any
Lender may at any time, without the consent of the Borrower or the Facility
Agent, pledge or assign a security interest in all or any portion of its rights
under this Agreement (including under its Note, if any) to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.




(h)  Notwithstanding
anything to the contrary contained herein, (i) any Lender may in accordance
with applicable Law create a security interest in all or any portion of the
Loans owing to it and the Note, if any held by it and (ii) any Lender that
is a Fund may, without the consent of the Borrower or the Facility Agent, create
a security interest in all or any portion of the Loans owing to it and the Note,
if any, held by it to the trustee for holders of obligations owed, or securities
issued, by such Fund as security for such obligations or securities; provided that unless
and until such trustee actually becomes a Lender in compliance with the other
provisions of this Section 10.07,
(x) no such pledge shall release the pledging Lender from any of its
obligations under the Financing Documents and (y) such trustee shall not be
entitled to exercise any of the rights of a Lender under the Financing Documents
even though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.




SECTION 10.08.Confidentiality.  Each
of the Agents and the Lenders agrees to maintain the confidentiality of the
Information, except that Information may be disclosed (a) to its Affiliates
and its Affiliates’ directors, officers, employees, trustees, investment
advisors and agents, including accountants, legal counsel and other advisors (it
being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential); (b) to the extent required to be disclosed
to any Governmental Authority; (c) to the extent  required by
applicable Laws or regulations or by any subpoena or similar legal process;
(d) to any other party to this Agreement, (e) subject to an agreement
containing provisions substantially the same as those of this Section 10.08
(or as may otherwise be reasonably acceptable to the Borrower), to any pledgee
referred to in Section 10.07(g),
counterparty to a Interest Hedging Agreement or Other Hedging Agreement,
Assignee of or Participant in, or any prospective Assignee of or Participant in,
any of its rights or obligations under this Agreement; (f) with the written
consent of the Borrower; (g) to the extent such Information becomes
publicly available other than as a result of a breach of this Section 10.08;
(h) to any Governmental Authority or examiner (including the National
Association of Insurance Commissioners or any other similar organization)
regulating any Lender, to the extent requested by such Governmental Authority or
examiner; or (i) to any rating agency when required by it (it being
understood that, prior to any such disclosure, such rating agency shall
undertake to preserve the confidentiality of any Information relating to the
Borrower received by it from such Lender).  In addition, the Agents
and the Lenders may disclose the existence of this Agreement and information
about this Agreement to market data collectors, similar service providers to the
lending industry, and service providers to the Agents and the Lenders in
connection with the administration and management of this Agreement, the other
Financing Documents, the Commitments and the Loans.  For the purposes
of this Section 10.08,
“Information”
means all information received from the Borrower relating to the Borrower or any
Subsidiary or its business, other than any such information that is publicly
available to any Agent or any Lender prior to disclosure by the Borrower other
than as a result of a breach of this Section 10.08;
provided that,
in the case of information received from the Borrower after the date hereof,
such information (i) is clearly identified at the time of delivery as
confidential or (ii) is delivered pursuant to Section 6.01,
Section 6.02, or
Section 6.03
hereof.




SECTION 10.09.Setoff.  In
addition to any rights and remedies of the Lenders provided by Law, upon the
occurrence and during the continuance of any Event of Default, each Lender and
each of its Affiliates are authorized at any time and from time to time, without
prior notice to the Borrower or any of its Subsidiaries, any such notice being
waived by the Borrower (on its own behalf and on behalf of its Subsidiaries) to
the fullest extent permitted by applicable Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held by, and other Indebtedness at any time owing by, such Lender and its
Affiliates to or for the credit or the account of the Borrower and its
Subsidiaries against any and all Obligations owing to such Lender and its
Affiliates hereunder or under any other Financing Document, now or hereafter
existing, irrespective of whether or not such Agent or such Lender or Affiliate
shall have made demand under this Agreement or any other Financing Document and
although such Obligations may be contingent or unmatured or denominated in a
currency different from that of the applicable deposit or
Indebtedness.  Each Lender agrees promptly to notify the Borrower and
the Facility Agent after any such set off and application made by such Lender;
provided that
the failure to give such notice shall not affect the validity of such setoff and
application.  The rights of the Facility Agent and each Lender under
this Section 10.09
are in addition to other rights and remedies (including other rights of setoff)
that the Facility Agent and such Lender may have.




SECTION 10.10.Counterparts.  This
Agreement and each other Financing Document may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Delivery by
telecopier or other means of electronic delivery of an executed counterpart of a
signature page to this Agreement and each other Financing Document shall be
effective as delivery of an original executed counterpart of this Agreement and
such other Financing Document.  The Agents may also require that any
such documents and signatures delivered by telecopier or other means of
electronic delivery be confirmed by a manually signed original thereof; provided that the
failure to request or deliver the same shall not limit the effectiveness of any
document or signature delivered by telecopier or other means of electronic
delivery.




SECTION 10.11.Integration.  This
Agreement, together with the other Financing Documents, comprises the complete
and integrated agreement of the parties on the subject matter hereof and thereof
and supersedes all prior agreements, written or oral, on such subject
matter.  In the event of any conflict between the provisions of this
Agreement and those of any other Financing Document, the provisions of this
Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of the Agents, the Lenders
or the Interest Rate Hedge Banks in any other Financing Document shall not be
deemed a conflict with this Agreement.  Each Financing Document was
drafted with the joint participation of the respective parties thereto and shall
be construed neither against nor in favor of any party, but rather in accordance
with the fair meaning thereof.




SECTION 10.12.Survival of Representations
and Warranties.  All representations and warranties made
hereunder and in any other Financing Document or other document delivered
pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery hereof and thereof.  Such representations
and warranties have been or will be relied upon by each Agent and each Lender,
regardless of any investigation made by any Agent or any Lender or on their
behalf and notwithstanding that any Agent or any Lender may have had notice or
knowledge of any Default at the time of any Borrowing.




SECTION 10.13.Severability.  If
any provision of this Agreement or the other Financing Documents is held to be
illegal, invalid or unenforceable, the legality, validity and enforceability of
the remaining provisions of this Agreement and the other Financing Documents
shall not be affected or Impaired thereby.  The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




SECTION 10.14.  GOVERNING
LAW .




(a)  THIS
AGREEMENT AND EACH OTHER FINANCING DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




(b)  ANY LEGAL
ACTION OR PROCEEDING ARISING UNDER ANY FINANCING DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO ANY FINANCING DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT
IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE BORROWER, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS.  THE BORROWER, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY FINANCING DOCUMENT
OR OTHER DOCUMENT RELATED THERETO.




SECTION 10.15.WAIVER OF RIGHT TO TRIAL BY
JURY.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING UNDER ANY FINANCING DOCUMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO ANY FINANCING DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION 10.15
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.




SECTION 10.16.Binding
Effect.  This Agreement shall become effective when it
shall have been executed by the Borrower, each Lender and each Agent and
thereafter shall be binding upon and inure to the benefit of the Borrower, each
Agent and each Lender and their respective permitted successors and
assigns.




SECTION 10.17.Lender
Action.  Each Lender agrees that it shall not take or
institute any actions or proceedings, judicial or otherwise, for any right or
remedy against the Borrower under any of the Financing Documents (including the
exercise of any right of setoff, rights on account of any banker’s lien or
similar claim or other rights of self-help), or institute any actions or
proceedings, or otherwise commence any remedial procedures, with respect to any
Collateral or any other Property of the Borrower and its Subsidiaries, without
prior written notice to the Facility Agent.  The provision of this
Section 10.17
are for the sole benefit of the Lenders and shall not afford any right to, or
constitute a defense available to, the Borrower and its
Subsidiaries.




SECTION 10.18.USA PATRIOT
Act.  Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA 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 USA PATRIOT
Act.









[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]










1 Lead
Arrangers request a copy of separate stand alone financials for Puget
Western.








IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.




PUGET
      MERGER SUB INC.ByName:Title:








BARCLAYS BANK PLC, as
      Facility AgentByName:Title:





DRESDNER BANK AG NEW YORK
      BRANCH, as Co-Syndication AgentByName:Title:





COBANK, ACB, as
      Co-Syndication AgentByName:Title:





THE ROYAL BANK OF SCOTLAND
      PLC, as Co-Documentation AgentByName:Title:





THE BANK OF NOVIA
      SCOTIA, as
              Co-Documentation
      AgentByName:Title:




BARCLAYS BANK PLC, as
      Lender,ByName:Title:





DRESDNER BANK AG NEW YORK
      BRANCH, as LenderByName:Title:








Schedule
1.01A




INITIAL
MATERIAL ADVERSE EFFECT




“Company Material Adverse
Effect” shall mean any event, change or occurrence or development of a
set of circumstances or facts, which, individually or together with any other
event, change, occurrence or development, has or would have a material adverse
effect on the business, assets, liabilities, properties, financial condition or
results of operations of the Company and the Company Subsidiaries taken as a
whole; provided, however, that the term “Company Material Adverse Effect” shall
not include (i) any such effect resulting from any change, including any change
in law, rule, or regulation of any Governmental Authority (as defined in Section
4.4(c)), that applies generally to similarly situated Persons, (ii) any such
effect relating to or resulting from general changes in the electric or natural
gas utility industry, other than such effects having a disproportionate impact
on the Company as compared to similarly situated Persons, (iii) any such effect
relating to or resulting from the 2007 WUTC Rate Case (as defined in Section
6.1) before the Washington Utilities and Transportation Commission (“WUTC”), (iv) any such
effect relating to or resulting from changes to accounting standards, principles
or interpretations, (v) any such effect resulting from the announcement of the
execution of this Agreement or the consummation of the transactions contemplated
hereby (except to the extent that the Company has made an express representation
with respect to the effect of such consummation on the Company and the Company
Subsidiaries), including any such change resulting therefrom in the market value
of the Company Common Stock or the Company’s credit rating, or from any action,
suit or proceeding relating to this Agreement or the transactions contemplated
hereby, including any such action, suit or proceeding alleging a breach of
fiduciary duty in connection with the execution, delivery, approval or
consummation of the transactions contemplated by this Agreement, (vi) any such
effect resulting from the replacement of the Designated Credit Agreements as
contemplated by Section 7.17, or (vii) any such effect resulting from any action
taken by any of the parties outside the ordinary course of its business that is
required to be taken in order to comply with any provision of this Agreement,
including, to the extent applicable, Section 6.1 hereof; provided further,
however, that the exclusions specified in clauses (i), (iv), (v) and (vii) shall
not apply to the extent such matters are mandated in the order of the WUTC
approving the Merger and the other transactions contemplated hereby.1




1 Terms
used in this Schedule
1.01A shall have the meaning provided to such terms in the Merger
Agreement.  All section references in this Schedule 1.01A are
references to the applicable section of the Merger Agreement













Schedule
1.01B




SCHEDULED
BASE CAPEX




Q2
      2008
            $62,216,250Q3
      2008
            $62,216,250Q4
      2008
            $62,216,250Q1
      2009
            $53,622,500Q2
      2009
            $53,622,500Q3
      2009
            $53,622,500Q4
      2009
            $53,622,500Q1
      2010
            $67,456,250Q2
      2010
            $67,456,250Q3
      2010
            $67,456,250Q4
      2010
            $67,456,250Q1
      2011
            $63,034,000Q2
      2011
            $63,034,000Q3
      2011
            $63,034,000Q4
      2011
            $63,034,000Q1
      2012
            $45,554,750Q2
      2012
            $45,554,750Q3
      2012
            $45,554,750Q4
      2012
            $45,554,750Q1
      2013
            $46,333,053Q2
      2013
            $46,333,053Q3
      2013
            $46,333,053Q4
      2013
            $46,333,053Q1
      2014
            $41,148,740Q2
      2014
            $41,148,740
















SCHEDULE
2.01





COMMITMENTS














Lender
            
            Term
      Commitment
            
            Capital
      Expenditure
              CommitmentBarclays
      Bank PLC
            
            S712,500,000
            
            $500,000,000Dresdner
      Bank AG
            
            S712,500,000
            
            $500,000,000New
      York BranchTotal
            
            $1,425,000,000
            
            $100,000,000







Schedule
5.04
  GOVERNMENTAL
AUTHORIZATIONS; OTHER CONSENTS
  1.
              Approval
      of the Merger by the Washington Utilities and Regulatory Commission
      pursuant to RCW 80.12, and related approvals and/or notification filings
      pursuant to RCW 80.08 and 80.16 related to the credit facilities of Puget
      Sound Energy, Inc. and affiliated
interests.
  2.
              Acquisition
      approval of the Federal Energy Regulatory Commission, pursuant to Section
      203 of the Federal Power Act.
  3.
              Merger
      approval under the Hart-Scott-Rodino
Act.
  4.
              Approval
      of the change in control of communication licenses by the Federal
      Communications Commission.
  5.
              At
      least two-thirds (66.6%) majority approval vote from shareholders of Puget
      Energy, Inc. common stock.
  6.
              Filing
      with the U.S. Committee on Foreign Investment, pursuant to the
      Exxon-Florio Amendment to the Defense Production Act of
    1950.


Schedule
5.13A
  SUBSIDIARIES
  Puget
Sound Energy, Inc.
  Hydro
Energy Development Corp.
  Black
Creek Hydro, Inc.
  PSE
Funding, Inc.
  Puget
Western Inc.
  WNG
CAP I, Inc.1
  1 On
May 6, 2008, the PSE Board of Directors approved the merger of WNG Cap I into
PSE, and on May 7, 2008, articles of merger were filed with the Washington
Secretary of State to effect the merger of WNG Cap I into PSE, with PSE the
surviving corporation.


Schedule
5.13B




EQUITY
INTERESTS









Subsidiary
            Jurisdiction
            OwnershipPuget
      Sound Energy, Inc.
            Washington
            100%
      owned by PEHydro
      Energy Development Corp. (HEDC)
            Washington
            100%
      owned by PSEBlack
      Creek Hydro, Inc.
            Washington
            100%
      owned by HEDCPSE
      Funding, Inc.
            Washington
            100%
      owned by PSEPuget
      Western Inc.
            Washington
            100%
      owned by PSEWNG CAP I, Inc.1
            Washington
            100%
      owned by PSE








1On May
6, 2008, the PSE Board of Directors approved the merger of WNG Cap I into PSE,
and on May 7, 2008, articles of merger were filed with the Washington Secretary
of State to effect the merger of WNG Cap I into PSE, with PSE the surviving
corporation.











Schedule
5.14




DIVIDEND
AND OTHER RESTRICTIONS




The
ability to pay dividends or make other distributions upon PSE’s capital stock is
restricted by the provisions of the Washington Business Corporation Act, Title
23B of the Revised Code of Washington, PSE’s Restated Articles of Incorporation
(the “Articles”), PSE’s
First Mortgage dated as of June 2, 1924 as supplemented from time to time and
particularly as supplemented by the Fortieth Supplemental Indenture and the
Forty-fourth Supplemental Indenture (collectively, the “Mortgage Indenture”),
the Washington Natural Gas Company Indenture of First Mortgage dated as of April
1, 1957 as supplemented from time to time (the “WNG Mortgage”) and
PSE’s junior subordinated note “hybrid” indenture.




Charter
Restrictions




The
Articles




Article
VI, Section 3 of the PSE’s Articles contains two general restrictions on
distributions.  Additional restrictions on distributions are contained
in the sinking fund provisions of certain series of preferred
stock.




Article
VI, Section 3 prohibits payment of dividends or any other distribution on or
redemption of stock ranking junior to the preferred stock




[I]f the
aggregate amount of all such dividends, distributions and expenditures paid or
made by this Corporation and its predecessor, Puget Sound Power & Light
Company, a Massachusetts corporation, after December 31, 1957, would exceed the
aggregate amount of this Corporation’s net income available for dividends on
junior stock accumulated after December 31, 1957, by this Corporation and its
predecessor, Puget Sound Power & Light Company, a Massachusetts corporation,
plus the sum of $7,500,000.




“Net
income available for dividends on junior stock” is defined in Article VI,
Section 9(C) as “net income available for dividends on Preferred Stock less the
sum of all dividends paid and all dividends accrued and unpaid on any
outstanding preferred stock or stock on a parity with preferred
stock.  “Net income available for dividends on Preferred Stock” is
defined in Article VI Section 9(B) as total operating revenues less total
operating expenses, taxes (including taxes based on income), interest charges,
dividend requirements on stock ranking senior to preferred, and other
appropriate items, including provision for maintenance, and provision for
retirements, depreciation or obsolescence, and including charges for
amortization of debt discount and expense, plus or minus any net non-operating
income or deductions.




The
calculation of “net income available for dividends on Preferred Stock” excludes,
pursuant to Article VI, Section 6(B), certain deductions and adjustments, as set
forth below:




[I]n
determining such “net income available for dividends on Preferred Stock”, no
deduction or adjustment shall be made for or in respect of (1) expenses in
connection with the issuance, redemption or retirement of any securities of this
Corporation, including any amount paid in excess of the principal amount or par
or stated value of securities redeemed or retired and, in the event that such
redemption or retirement is effected with the proceeds of sale of other
securities of this Corporation, interest or dividends on the securities redeemed
or retired from the date on which the funds required for retirement are
deposited in trust for such purpose to the date of redemption or retirement, (2)
profits or losses from the sale, abandonment or other disposition of property
properly carried in the plant or investment accounts of this Corporation, or
taxes paid on or in respect of any such profits, (3) charges for the elimination
or amortization of utility plant adjustment accounts or other intangibles, or
(4) any earned surplus adjustment (including tax adjustments) applicable to any
period prior to January 1, 1959.




Article
VI Section 3 also prohibits payment of dividends on or redemption of stock
ranking junior to the preferred stock unless all current and accumulated
dividends on the prepared stock have been paid.




The
sinking fund provisions contained in the statement of relative rights and
preferences of the S100 par value preferred stock of the 4.84% series, the 4.70%
series and the 8% series prohibit payment of dividends on or redemption of stock
junior to such preferred stock if the sinking fund obligation for the series is
not satisfied.




Article
VI, Section 11 relating to preference stock prohibits payment of dividends on
and redemption of any stock junior to the preference stock if dividends on the
preference stock are in arrears.  There is no preference stock
currently outstanding.




Contractual
Restrictions




The
Mortgage Indenture




Section
1.05 of the Forty-fourth Supplemental Indenture, which is in effect as long as
any First Mortgage Bonds issued under the Mortgage Indenture are outstanding,
prohibits declaration or payment of dividends on common stock, any other
distribution on common stock or redemption of any stock,




[I]f the
aggregate amount of all such dividends, distributions and expenditures made
after December 31, 1957 would exceed the aggregate amount of the Company’s net
income available for dividends on its Common Stock, accumulated after December
31, 1957 plus the sum of Seven Million Five Hundred Thousand Dollars
($7,500,000).




“Net
income available for dividends on common stock” is defined as total operating
revenues and other income, less expenses, taxes (including taxes based on
income), interest charges and other appropriate items, including amounts
actually charged for provision for maintenance, provision for retirements,
depreciation or obsolescence, and provision for all dividends accrued on any
outstanding stock having preference over common stock as to
dividends.  Charges for depreciation cannot be less than the minimum
provision for depreciation as defined in Section 1.32 of Part II of the Fortieth
Supplemental Indenture, as follows:




[T]he
term “minimum provision for depreciation” for each calendar
year . . . shall mean an amount by which 15% of the gross
operating revenues of the Company derived from the operation of its utility
property subject to the lien of the Indenture (less an amount equal to the cost
of electricity purchased, including any standby or service charges or similar
charges for electricity and net cost of electricity interchanged, and all
rentals and lease payments) exceeds the charges for maintenance, repairs and
renewals of such mortgaged utility property included or which should be included
in operating expenses pursuant to sound accounting practice.




The
calculation for net income excludes certain deductions and adjustments, as set
forth below:




[I]n
determining the net income of the Company for the purposes of this Section no
deduction or adjustment shall be made for or in respect of (a) charges or
credits in connection with the redemption or retirement of any securities issued
by the Company, including any amount paid in excess of the sum of (i) the
principal amount or par or stated value of securities redeemed or retired and
(ii) the unamortized balance of any premium received on the sale of such
securities, and also including, in the event that such redemption or retirement
is effected with the proceeds of sale of other securities of the Company, any
interest or dividends on the securities redeemed or retired from the date on
which the funds required for such redemption or retirement are deposited in
trust for such purpose to the date of redemption or retirement; (b) profits or
losses from sales of property or other assets carried in plant or investment
accounts of the Company or from the reacquisition of any securities of the
Company, or taxes on or in respect of any such profits; (c) any change in or
adjustment of the book value of any assets owned by the Company arising from a
revaluation thereof; (d) charges to surplus on account of the amortization or
elimination of utility plant adjustment or acquisition accounts or intangibles;
or (e) any earned surplus adjustment applicable to any period prior to January
1, 1958.




WNG
Mortgage




In
connection with the merger (the “Merger”) of Puget
Sound Power & Light Company, Washington Energy Company and Washington
Natural Gas Company (“WNG”), PSE agreed in
the Thirty-First Supplemental Indenture dated as of February 10, 1997 to the WNG
Mortgage, among other things, to perform and fulfill all the terms, covenants
and conditions of the WNG Mortgage binding upon WNG in respect of the trust
estate subject to the WNG Mortgage.  Therefore, covenants contained in
the WNG Mortgage, including any dividend restrictions, are subject to
performance and fulfillment by the Company.




Various
supplements to the WNG Mortgage contain dividend
restrictions.  Typical of the most restrictive covenant is contained
in the Twenty-Eighth Supplemental Indenture dated as of July 1, 1991 which
prohibits the payment of dividends:




If the
aggregate amount of all such dividends, distributions and expenditures made
since September 30, 1989, would exceed the aggregate amount of the net income of
WNG accumulated after September 30, 1989 plus the sum of
S20,000,000.




Since WNG
merged with and into PSE in the Merger, net income of WNG for the purpose of the
above test is the net income of the combined company, (that is WNG (and not
Washington Energy Company) and Puget Sound Power & Light Company prior to
the Merger, and PSE after the Merger) and, in accordance with the WNG Mortgage,
means the sum of (a) the total operating revenues of PSE, less an amount equal
to the total operating expenses of PSE, including but not limited to (i) all
taxes (including without limitation income, excess profits and other taxes
imposed on or measured by income or undistributed earnings or income), (ii)
rentals, insurance, current repairs and maintenance, (iii) provision for
retirements, depreciation or obsolescence, which shall be the amount actually
charged by PSE on its books of account (but in respect of depreciable gas
utility property not subject to prior liens, shall not be less than the minimum
provision for depreciation as defined in Section 1.32 of the WNG Mortgage), and
(iv) all charges on account of interest on indebtedness and on account of debt
discount and expense, and (b) net income or loss from the operation of
properties of WNG other than the trust estate and any other income received
(less applicable expenses) or loss from the operation of properties other than
the trust estate and any other income received (less applicable expenses) or
loss incurred by PSE; which sum shall be diminished by an amount equal to all
dividends accrued subsequent to September 30, 1989 (whether or not paid) on any
outstanding stock of PSE having preference over the common stock of PSE as to
dividends, assets or otherwise, all of the foregoing determined in accordance
with generally accepted accounting principles.




Since the
Merger was accounted for as a pooling transaction, results for the combined
company (and not WNG alone) should be used.




Junior
Subordinated Note “hybrid” Indenture




Puget
Sound Energy’s hybrid security issue contains a “dividend stopper”
provision.  The dividend stopper applies, subject to exceptions,
during any period in which PSE has elected to defer interest
payments.  The provision is described in the prospectus supplement
relating to the offering, which is available via Edgar at:




http://www.sec.gov/Archives/edgar/data/81100/000119312507127052/d424b5.htm.




An
excerpt from the prospectus supplement follows:




“Certain Limitations During an
Optional Deferral Period




During
any Optional Deferral Period, we will not, and our subsidiaries will not, do any
of the following:




·  declare
or pay any dividends or distributions, or redeem, purchase, acquire or make a
liquidation payment on any of our capital stock;




·  make any
payment of principal of, or interest or premium, if any, on or repay, repurchase
or redeem any of our debt securities (including guarantees) that rank on a
parity with or junior to the Junior Subordinated Notes (including debt
securities of other series issued under the Base Indenture); or




·  make any
guarantee payments on any guarantee of debt securities if the guarantee ranks on
a parity with or junior to the Junior Subordinated Notes.




However,
at any time, including during an Optional Deferral Period, we may:




·  pay
dividends or otherwise make payments to Puget Energy in amounts sufficient to
permit Puget Energy to pay its operating expenses in the ordinary course of
business, provided that the proceeds of any such dividends or other payments are
used by Puget Energy to pay such operating expenses and are not used by Puget
Energy for the purpose of taking any action in respect of its securities that
would be prohibited by the provisions described in this section if such action
were taken by us;




·  pay any
dividend within 60 days after the date of declaration thereof, if the date of
declaration was prior to the beginning of any interest deferral period, whether
optional or mandatory;




·  pay
current interest in respect of debt securities that rank equally with the Junior
Subordinated Notes (“parity debt securities”) having the same interest payment
date as the Junior Subordinated Notes made ratably to the holders of one or more
series of such parity debt securities and the Junior Subordinated Notes in
proportion to the respective amounts due on such parity debt securities, on the
one hand, and on the Junior Subordinated Notes, on the other hand;




·  make any
payment of principal in respect of parity debt securities having the same
maturity date as the Junior Subordinated Notes made ratably to the holders of
one or more series of such parity debt securities and the Junior Subordinated
Notes in proportion to the respective amounts due on such parity debt
securities, on the one hand, and on the Junior Subordinated Notes, on the other
hand;




·  make any
payment in respect of guarantees that rank equally with the Junior Subordinated
Notes (“parity guarantees”) made ratably to the beneficiaries of one or more of
such parity guarantees and the holders of the Junior Subordinated Notes in
proportion to the respective accrued and unpaid amounts due on such parity
guarantees, on the one hand, and accrued and unpaid amounts on the Junior
Subordinated Notes, on the other hand;




·  make
payments for the purchase of fractional interests in shares of its capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged;




·  make
payments as a direct result of, and only to the extent required in order to
avoid the issuance of fractional shares of capital stock following, a
reclassification of its capital stock or the exchange or conversion of one class
or series of its capital stock for another class or series of its capital
stock;




·  acquire
capital stock previously issued in connection with acquisitions of businesses
(which acquisitions of capital stock are made in connection with the
satisfaction of indemnification obligations of the sellers of such
businesses);




·  pay stock
dividends or distributions in additional shares, warrants or rights to subscribe
for or purchase shares of our capital stock where the dividend stock, or stock
issuable upon exercise of such warrants or rights, is the same stock as that on
which the dividend is being paid or ranks junior to such stock;




·  purchase
or repurchase shares of our capital stock pursuant to a contractually binding
requirement to buy stock existing prior to the beginning of any interest
deferral period; or




·  at such
time as our common stock is registered under Section 12(b) or Section 12(g) of
the Securities Exchange Act of 1934, as amended:




·  declare
or pay a dividend in connection with the implementation of a shareholders’
rights plan, or issue stock under such a plan or redeem or repurchase such
rights; or




·  purchase
our common stock for issuance pursuant to any employee or agent benefit plans or
dividend reinvestment and direct stock purchase plans.”




Operating
Company Credit Agreement




The terms
of the Operating Company Credit Agreement as in effect on the Financial Closing
Date without giving effect to any subsequent amendment, modification or waiver
that is prohibited by Section 7.12 of the Credit Agreement.













Schedule
5.15




EXISTING
LITIGATION




1.           Residential
Exchange:  Petitioners in several actions in the Ninth Circuit
against BPA asserted that BPA acted contrary to law in entering into or
performing or implementing a number of agreements, including the amended
settlement agreement (and the May 2004 agreement) between BPA and PSE regarding
the REP.  BPA rates used in such agreements between BPA and PSE for
determining the amounts of money to be paid to PSE by BPA under such agreements
during the period October 1, 2001 through September 30, 2006 were confirmed,
approved and allowed to go into effect by the Federal Energy Regulatory
Commission (“FERC”).  Petitioners
in several actions in the Ninth Circuit against BPA also asserted that BPA acted
contrary to law in adopting or implementing the rates upon which the benefits
received or to be received from BPA during the October 1, 2001 through September
30, 2006 period were based.  A number of parties have claimed that the
BPA rates proposed or adopted in the BPA rate proceeding to develop BPA rates to
be used in the agreements for determining the amounts of money to be paid to PSE
by BPA during the period October I, 2006 through September 30, 2009 are contrary
to law and that BPA acted contrary to law or without authority in deciding to
enter into, or in entering into or performing or implementing such
agreements.  In March 2008, BPA requested FERC to continue a stay of
FERC’s review of such rates in light of the reopened rate proceeding described
below arising out of the Ninth Circuit litigation.  On May 3, 2007,
the Ninth Circuit issued an opinion in Portland Gen. Elec. v. BPA,
No. 01-70003, in which proceeding the actions of BPA in entering into settlement
agreements regarding the BPA REP with PSE and with other investor-owned
utilities were challenged.  In this opinion, the Ninth Circuit granted
petitions for review and held the settlement agreements entered into between BPA
and the investor-owned utilities being challenged in that proceeding to be
inconsistent with statute.  On May 3, 2007, the Ninth Circuit also
issued an opinion in Golden Northwest Aluminum v. BPA, No. 03-73426, in which
proceeding the petitioners sought review of BPA’s 2002-06 power
rates.  In this opinion, the Ninth Circuit granted petitions for
review and held that BPA unlawfully shifted onto its preference customers the
costs of its settlements with the investor-owned utilities.  On
October 5, 2007, petitions for rehearing of these two opinions were
denied.  On February 1, 2008, PSE and other utilities filed in the
U.S. Supreme Court a petition for a writ of certiorari to review the decisions
of the Ninth Circuit.  In May 2007, following the Ninth Circuit’s
issuance of these two opinions, BPA suspended payments to PSE under the amended
settlement agreement (and the May 2004 agreement).  On August 29,
2007, the Washington Commission approved PSE’s accounting petition to defer as a
regulatory asset the excess BPA Residential Exchange benefit provided to
customers and accrue monthly carrying charges on the deferred balance from June
7, 2007 until the deferral is recovered from customers or BPA.  As of
March 31, 2008, PSE has a regulatory asset, including carrying cost, of $36.6
million.  On October 11, 2007, the Ninth Circuit remanded the May 2004
agreement to BPA in light of the Portland Gen. Elec. V. BPA opinion and
dismissed the remaining three pending cases regarding settlement
agreements.  On February 8, 2008, BPA issued a notice reopening its
WP-07 rate proceeding to respond to the various Ninth Circuit
opinions.  In the notice, BPA proposed to adjust its fiscal year 2009
rates and to determine the amounts of Residential Exchange benefits paid since
2002 that may be recovered.  BPA is proposing to determine an amount
that was improperly passed through to residential and small farm customers of
PSE and the other regional investor-owned utilities during the 2002 to 2008 rate
periods and to recover this amount over time by reducing future benefits under
the REP.  The amount to be recovered over future periods from PSE’s
residential and small farm customers in BPA’s initial proposal is approximately
$150.0 million.  However, this is an initial proposal and is subject
to BPA’s rate case process resulting in a final decision in approximately August
2008, and is also subject to subsequent administrative and judicial
review.  In March 2008, BPA and PSE signed an agreement pursuant to
which BPA made a payment to PSE related to the REP benefits for the fiscal year
ending September 30, 2008, which payment is under such agreement subject to
true-up depending upon the amount of any REP benefits ultimately determined to
be payable to PSE.  In March and April 2008, Clatskanie People’s
Utility District filed petitions in the Ninth Circuit for review of BPA actions
in connection with offering or entering into such agreement with PSE and similar
agreements with other investor-owned utilities.




2.           InfrastruX:  In
connection with the sale of InfrastruX Group, Inc., a former subsidiary, the
Company entered into a Special Indemnification Agreement under which it agreed
to pay certain costs and expenses relating to a Justice Department investigation
of the activities of a subsidiary of InfrastruX Group, Inc., B&H Maintenance
and Construction, Inc. (“B&H”).  The
alleged activities occurred during a period in which B&H was an indirect
subsidiary of the Company.  The Company is not involved in that
investigation.  B&H and two of its employees were indicted in
connection with these activities.  The buyer of InfrastruX Group, Inc
has submitted invoices totaling approximately $2 million in connection with the
Special Indemnification Agreement.  The Company has agreed to pay and
paid approximately $500,000 of those invoices, and is disputing the
balance.  The Special Indemnification Agreement provides that the
maximum exposure to the Company for expense reimbursement or purchase price
refund is limited to $15 million.




3.           Snoqualmie Falls
project:  The Snoqualmie Falls project was granted a new
40-year operating license by FERC on June 29, 2004.  Puget Sound
Energy estimates that the investment required to implement the conditions of the
new license will cost approximately $140.0 million.  The Snoqualmie
Tribe filed a request for rehearing of the new license and a request to stay the
FERC license on July 29, 2004.  On March 1, 2005, FERC issued an Order
on Rehearing and Dismissing Stay Request.  Appeals to the U.S. Court
of Appeals by the Snoqualmie Tribe and by Puget Sound Energy have been
consolidated.  Briefing of the case had been completed and oral
argument was held on February 8, 2007.  On March 12, 2007, the Court
issued a decision in Navajo
Nation v. U.S. Forest Service, 479 F.3d 1024 (2007), addressing claims of
southwestern Indian tribes unrelated to the Snoqualmie Indian Tribe, but the
ruling is potentially relevant to the Snoqualmie Falls appeal.  The
Snoqualmie Indian Tribe filed a Notice of Supplemental Authority on March 15,
2007 in which it brought the Navajo Nation decision to the
attention of the panel in the Snoqualmie matter.  Puget Sound Energy
responded to the Tribe’s argument by filing a Response to Notice of Supplemental
Authority on March 23, 2007.  On March 29, 2007, the Court issued an
order that “[s]ubmission in this case is vacated pending further order of the
court.” On October 17, 2007, the Ninth Circuit issued an order to hear the Navajo Nation v. U.S. Forest
Service case en banc.  The appeal regarding the Snoqualmie
Falls project is still pending before the Court.  An adverse ruling
from the Court or adverse action by FERC if the license issuance is remanded
could impact Puget Sound Energy’s future use of this generating
asset.




4.           Colstrip Gross Inequity
Settlement:  In February 1997 Puget Sound Energy entered into a
settlement of several claims among Puget Sound Energy, Montana Power and Western
Energy Co.—Western then being an affiliate of Montana Power.  One
portion of the settlement resolved a “gross inequity” claim then pending in
arbitration between Puget Sound Energy (and the other Colstrip Units 3 & 4
owners) and Western (the coal supplier).  The other Colstrip Units 3
& 4 owners settled their claim against Western later that
year.  In both instances, the settlements resulted in a price
reduction for coal sold, but the Puget Sound Energy-specific reductions made
Puget Sound Energy’s coal less expensive than the coal sold to the
others.  Price reductions applied between 1997 and June 30,
2000.  Puget Sound Energy’s settlement provides that Puget Sound
Energy “assumes the risk” of coal taxes and royalties issues.  In
April 2004 the Minerals Management Service (the “MMS”) issued an order
to Western demanding payment of an additional $1.1 million in royalties for coal
mined from federal land during that period.  The order computes the
amount claimed by deeming the “real” price as the one that the other Units 3
& 4 owners paid.  In May 2005 the State of Montana issued a demand
to Western based upon the same theory in the amount of S0.2
million.  Puget Sound Energy has reserved the full amount of these
claims, including interest as it accrues.  No substantive external
developments in this matter have arisen since the filing of the “Statement of
Reasons” in the fall of 2004.  Puget Sound Energy convened a meeting
on September 4, 2007 with Western representatives to promote settlement of this
matter.  Since that time, Western’s counsel has contacted MMS and
learned that a decision on the pending appeal is expected soon.  As
such, MMS counsel expressed an inclination to await the decision before
discussing settlement.




5.           Colstrip Coal
Transportation:  Western mines coal for Units 3 & 4 in
“Area C” of the Rosebud Mine, and delivers that coal to the distant end of a 41⁄2
mile long conveyor, which then moves the coal to the plant.  The price
under the coal supply agreement is established at the delivery point at the
mine-end of the conveyor.  Western built and operates the conveyor
under an agreement negotiated a year after the coal supply
agreement.  The Units 3 & 4 owners pay Western under that
“transportation” agreement for those services.  Royalties and
associated taxes have been charged for the sales price, but not for the
transportation costs, since the beginning.  In three similar orders
collectively covering the periods from January 1, 1991 through December 31,
2004, the MMS (and in related orders the Montana Department of Revenue) has
challenged this arrangement, alleging that royalties and associated taxes should
also apply to the transportation costs.  The three MMS orders allege a
total amount due of approximately $8.5 million, plus interest as it accrues; the
Montana State Department of Revenue claims total approximately $7.7 million,
plus interest as it accrues (at a much higher rate than the federal
amounts).  Puget Sound Energy’s exposure to these claims is related to
its purchases of coal.  Puget Sound Energy owns 25% of Units 3 &
4, plus purchases power under a long term contract with Northwestern Energy that
might result in some additional charges also being passed through under that
agreement.  Because the transportation method continues every day, the
amount of this exposure increases continually.  All three MMS orders
are on appeal to the U.S. Department of Interior Board of Land Appeals (the
“IBLA”).  WECO
has won some points during the appellate process that have reduced the
claims--but under applicable law, to pursue the appeals, the principal in
dispute cannot be paid, which causes interest to accrue.




6.           Various proposed revisions
to Open Access Transmission Tariff, FERC Electric Tariff, Eighth Revised Volume
7 (FERC Docket No. ER07-1163):  This Section 205 filing was
submitted by Puget Sound Energy on July 16, 2007 seeking variations from the
Order No. 890 pro forma Open Access Transmission Tariff.  Arizona
Public Service filed a motion to intervene with comments in support of Puget
Sound Energy’s filing.  Powerex Corp. made a motion to intervene
reserving the right to file additional comments at a later date.  PPL
Montana, LLC and PPL EnergyPlus, LLC submitted a combined motion to intervene
with comments.  Puget Sound Energy has answered PPL Montana and PPL
EnergyPlus’s comments and is awaiting FERC acceptance of its revised tariff
sheets.




7.           Proposed revised Section
30.3 to Open Access Transmission Tariff, FERC Electric Tariff, Eighth Revised
Volume 7 (FERC Docket No. ER07-1169):  This Section 205 filing
was submitted jointly with Avista, Idaho Power, Northwestern, and PacifiCorp on
July 13, 2007 in response to Order No. 890 requesting variation on deadlines
associated with undesignation of Designated Network Resources.  PPL
Montana, LLC and PPL EnergyPlus, LLC submitted a combined motion to intervene
with comments.  Puget Sound Energy has answered PPL Montana and PPL
EnergyPlus’s comments and is awaiting FERC acceptance of its revised tariff
sheets.




8.           Section 206 compliance
filing of Open Access Transmission Tariff, Volume No. 7, to comply with Order
No. 890 (FERC Docket No. OA07-0052):  This Section 206 Open
Access Transmission Tariff compliance filing was submitted by Puget Sound Energy
on July 13, 2007 in response to FERC Order No. 890.  Powerex Corp.
made a motion to intervene with comments.  Puget Sound Energy has
answered Powerex’s comments and is awaiting Commission acceptance of its tariff
filing.




9.           Baker River Hydroelectric
Project – Relicensing (FERC Docket P-2150):  The Baker River
project’s current annual license expires on April 30, 2008.  However,
per FERC Order, the annual license is automatically renewed without further
order of the WUTC until the issuance of a new license.  Puget Sound
Energy submitted an application for a new license to FERC on April 30,
2004.  On November 30, 2004, Puget Sound Energy and 23 parties
(federal, state and local governmental organizations, Native American Indian
tribes, environmental and other non-governmental entities) filed a proposed
comprehensive settlement agreement on all issues relating to the relicensing of
the Baker River project.  The proposed settlement includes a set of
proposed license articles and, if approved by FERC without material
modification, would allow for a new license of 45 years or more.  The
proposed settlement would require an investment of approximately $360.0 million
over the next 30 years (capital expenditures and operations and maintenance
cost) in order to implement the conditions of the new license.  The
proposed settlement is subject to additional regulatory approvals yet to be
attained from various agencies and other contingencies that have yet to be
resolved.  A Final Environmental Impact Statement was issued by FERC
on September 8, 2006.  However, FERC has not yet ruled on the proposed
settlement and its ultimate outcome remains uncertain.




36.           Proceeding Relating to the
Proposed Merger:  On October 26, 2007 and November 2, 2007, two
separate lawsuits were filed against the Company and all of the members of the
Company’s Board of Directors in Superior Court in King County,
Washington.  The lawsuits, respectively, are entitled, Tansey v. Puget
Energy, Inc., et al., Case No. 07-2-34315-6 SEA and Alaska Ironworkers Pension
Trust v. Puget Energy, Inc., et al., Case No. 07-2-35346-1 SEA.  The
lawsuits are both denominated as class actions purportedly on behalf of Puget
Energy’s shareholders and assert substantially similar allegations and causes of
action relating to the proposed merger.  The complaints allege that
Puget Energy’s directors breached their fiduciary duties in connection with the
merger and seek virtually identical relief, including an order enjoining the
consummation of the merger.  Pursuant to a court order dated November
26, 2007, the two cases were consolidated for all purposes and entitled In re
Puget Energy, Inc. Shareholder Litigation, Case No. 07-2-34315-6
SEA.  On February 6, 2008, the parties entered into a memorandum of
understanding providing for the settlement of the consolidated lawsuit, subject
to customary conditions including completion of appropriate settlement
documentation, confirmatory discovery and court approval.  Pursuant to
the memorandum of understanding, the Company agreed to include certain
additional disclosures in its proxy statement relating to the
merger.  The Company does not admit, however, that its prior
disclosures were in any way materially misleading or inadequate.  In
addition, the Company and the other defendants in the consolidated lawsuit deny
the plaintiffs’ allegations of wrongdoing and violation of law in connection
with the merger.  The settlement, if completed and approved by the
court, will result in dismissal with prejudice and release of all claims of the
plaintiffs and settlement class of the Company’s shareholders that were or could
have been brought on behalf of the plaintiffs and the settlement
class.  In connection with such settlement, the plaintiffs intend to
seek a court-approved award of attorneys’ fees and expenses in an amount up to
$290,000, which the Company has agreed to pay.  At March 31, 2008, the
Company has a loss reserve of $290,000 recorded at March 31, 2008 related to
this matter.




37.           Coldstrip Ankney
Litigation:  In May 2003, approximately 50 plaintiffs brought
an action against the owners of Colstrip which has since been amended to add
additional claims.  The lawsuit alleges that (1) seepage from two
different wastewater pond areas caused groundwater contamination and threatened
to contaminate domestic water wells and the Colstrip water supply pond, and (2)
seepage from the Colstrip water supply pond caused structural damage to
buildings and toxic mold.  Plaintiffs were seeking compensatory
(including but not limited to unjust enrichment and abatement) and punitive
damages.  After a failed attempt at settlement in 2004, PSE
established a reserve of approximately $0.7 million, of which $0.5 million was
for PSE’s share of costs to extend city water to 13 plaintiffs and PSE reduced
its reserve to approximately $0.2 million.  Discovery was completed
and trial was scheduled for June 2008.  Recent developments in the
litigation have caused PSE to change its reserve.  On February 15,
2008, plaintiffs submitted supplemental expert disclosures which, among other
things, alleged new abatement claims significantly higher than prior
allegations.  On April 11, 2008 the trial court judge issued an order
denying defendant’s motion to dismiss plaintiffs’ substantial unjust enrichment
claims.  On April 22, 2008 the trial court judge issued an order that
PSE along with two other defendants would be held liable on all counts,
including a finding of malice for punitive damages, as a discovery
sanction.  Although the defendants submitted a motion for
reconsideration of this sanction on April 25, 2008, the defendants reached
agreement on a global settlement with all plaintiffs on April 29, 2008 and PSE’s
share of that settlement is approximately $10.7 million.  PSE expects
settlement documents to be finalized in the second quarter 2008 and as a result
have increased the reserve to $10.7 million.  PSE is also evaluating
whether it will file an accounting petition to defer such costs.




38.  Proceedings Relating to the
Western Power Market:


California Receivable and California
Refund Proceeding.  On March 18, 2008, the California
Independent System Operator (CAISO) filed a status report with its calculations
of interest owed by and owing to parties.  The report also identified
further work to perform in the CAISO’s “who owes what to whom”
calculation.  On March 25, 2008, FERC issued an order addressing,
among other things, 11 pending rehearing requests by the California parties –
all of which the order rejected.


California
Litigation.  Lockyer v.
FERC.  In March and April 2008, FERC issued orders establishing
procedures for the Lockyer remand.  The orders commence a
seller-by-seller inquiry into the transaction reports filed by entities that
sold power in California during 2000.  The inquiry is to determine if
the transaction reports as filed masked the gathering of more than 20% of the
market during the period, by that seller.  PSE is confident that it
will not be found to have possessed 20% of any relevant market during any
relevant time.  The order also mandates a settlement process before an
Administrative Law Judge.  The California parties sought rehearing of
these orders on April 21, 2008.


CPUC v. FERC.  On
August 2, 2006, the Ninth Circuit decided that FERC erred in excluding potential
relief for tariff violations for periods that pre-dated October 2, 2000 and
additionally ruled that FERC should consider remedies for transactions
previously considered outside the scope of the proceedings.  The
August 2, 2006 decision may adversely impact PSE’s ability to recover the full
amount of its CAISO receivable.  The decision may also expose PSE to
claims or liabilities for transactions outside the previously defined “refund
period.” At this time the ultimate financial outcome for PSE is
unclear.  Rehearing by the Ninth Circuit on this matter was sought on
November 16, 2007.  The rehearing petition has not been acted
upon.  In addition, parties have been engaged in court-sponsored
settlement discussions, and those discussions may result in some
settlements.


Orders to Show
Cause.  On June 25, 2003, FERC issued two show cause orders
pertaining to its western market investigations that commenced individual
proceedings against many sellers.  One show cause order investigated
26 entities that allegedly had potential “partnerships” with
Enron.  PSE was not named in that show cause order.  On
January 22, 2004, FERC stated that it did not intend to proceed further against
other parties.  The second show cause order named PSE (Docket No.
EL03-169) and approximately 54 other entities that alleg¬edly had engaged in
potential “gaming” practices in the CAISO and California PX
markets.  PSE and FERC staff filed a proposed settlement of all issues
pending against PSE in those proceedings on August 28, 2003.  The
proposed settlement, which admits no wrongdoing on the part of PSE, would result
in a payment of a nominal amount to settle all claims.  FERC approved
the settlement on January 22, 2004.  The California parties filed for
rehearing of that order.  On March 17, 2004, PSE moved to dismiss the
California parties’ rehearing request and awaits FERC action on that
motion.


Pacific Northwest Refund
Proceeding.  In October 2000, PSE filed a complaint at FERC
(Docket No. EL01-10) against “all jurisdictional sellers” in the Pacific
Northwest seeking prospective price caps consistent with any result FERC ordered
for the California markets.  FERC dismissed PSE’s complaint, but PSE
challenged that dismissal.  On June 19, 2001, FERC ordered price caps
on energy sales throughout the West.  Various parties, including the
Port of Seattle and the cities of Seattle and Tacoma, then moved to intervene in
the proceeding seeking retroactive refunds for numerous
transactions.  The proceeding became known as the “Pacific Northwest
Refund Proceeding,” though refund claims were outside the scope of the original
complaint.  On June 25, 2003, FERC terminated the proceeding on
procedural, jurisdictional and equitable grounds and on November 10, 2003, FERC
on rehearing, confirmed the order terminating the proceeding.  On
August 24, 2007, the Ninth Circuit issued a decision concluding that FERC should
have evaluated and considered evidence of market manipulation in California and
its potential impact in the Pacific Northwest.  It also decided that
FERC should have considered purchases made by the California Energy Resources
Scheduler and/or the California Department of Water Resources in the Pacific
Northwest Proceeding.  On December 17, 2007, PSE and Powerex
separately filed requests for rehearing with the Ninth Circuit of this
decision.  Those requests remain pending.


Wah Chang Suit.  In
June 2004, Wah Chang, an Oregon company, filed suit in federal court against
Puget Energy and PSE, among others.  The complaint is similar to the
allegations made in other cases that were dismissed as having no
merit.  The case was dismissed on the grounds that FERC has the
exclusive jurisdiction over plaintiff’s claims.  On March 10, 2005,
Wah Chang filed a notice of appeal to the Ninth Circuit.  Oral
argument took place on April 10, 2007 and the Ninth Circuit issued an opinion
affirming the lower court’s dismissal of the case on November 20,
2007.  Wah Chang filed a petition for rehearing; on January 15, 2008,
the Ninth Circuit denied rehearing.











Schedule
5.19




ENVIRONMENTAL
MATTERS




See also
items listed in Schedule 5.15 (referencing the items entitled:  Ankney, et al. v. PPLM, et
al. and Snoqualmie
Falls Project)




1.  Environmental
Remediation:  Puget Energy, Inc. and PSE (collectively, the
“Company”) are
subject to environmental laws and regulations by federal, state and local
authorities and has been required to undertake certain environmental
investigative and remedial efforts as a result of these laws and
regulations.  The Company has also been named by the Environmental
Protection Agency (EPA), the Washington State Department of Ecology (Ecology)
and/or other third parties as potentially responsible at several contaminated
sites and manufactured natural gas plant sites.  PSE has implemented
an ongoing program to test, replace and remediate certain underground storage
tanks (“UST”)
as required by federal and state laws.  The UST replacement component
of this effort is finished, but PSE continues its work remediating and/or
monitoring relevant sites.  During 1992, the Washington Commission
issued orders regarding the treatment of costs incurred by the Company for
certain sites under its environmental remediation program.  The orders
authorize the Company to accumulate and defer prudently incurred cleanup costs
paid to third parties for recovery in rates established in future rate
proceedings, subject to Washington Commission review.  The Company
believes a significant portion of its past and future environmental remediation
costs are recoverable from insurance companies, from third parties or from
customers under a Washington Commission order.  At December 31, 2007,
the Company had $1.9 million and S35.9 million in deferred electric and natural
gas environmental costs, respectively.




2.  Crystal Mountain Diesel
Release:  In November 2006, PSE’s Crystal Mountain Generation
Station had an accidental release of approximately 18,000 gallons of diesel
fuel.  PSE crews and consultants responded and worked with applicable
state and federal agencies to control and remove the spilled
diesel.  On July 11, 2007, PSE received a Notice of Completion for
work performed pursuant to the Administrative Order for Removal from the U. S.
Environmental Protection Agency (EPA).  The Notice stated that PSE had
met the requirements of the Order and the accompanying scope of
work.  Total removal costs as of March 31, 2008 were approximately
$14.1 million.  PSE estimates the total remediation cost to be
approximately $15.0 million, which has been accrued or paid.  At March
31, 2008, PSE had an insurance receivable recorded in the amount of $7.6 million
associated with this fuel release.  PSE received a partial payment of
$5.0 million on this receivable in January 2008.  On February 13,
2008, the U.S. Department of Justice, on behalf of the EPA, notified PSE of its
intent to issue a fine of $0.5 million under the Clean Water Act.  PSE
has since agreed to pay this fine.  On April 15, 2008, the Washington
State Department of Ecology fined PSE $0.4 million as a civil penalty pursuant
to the Clean Water Act.  PSE reserved $1.0 million for the penalties
in 2006.




3.  Gas Works
Park:  From the early 1900s to the mid 1950s, Puget Sound
Energy’s predecessors operated a manufactured gas plant along the northern
shores of Lake Union.  The City of Seattle purchased the site for a
park in the 1960s.  In 2000 and 2001, Puget Sound Energy performed a
remediation using source removal, capping and vapor extraction
methods.  As part of performing the remediation, Puget Sound Energy
obtained a release from liability from the City of Seattle for the uplands
(minus the area where the vapor extraction system is installed.




4.  North Lake Union
Sediments:  Puget Sound Energy is conducting a remedial
investigation/feasibility study (RI/FS) under the Agreed Order (AO) between
WDOE, Puget Sound Energy and the City of Seattle executed on March 18,
2005.  Puget Sound Energy submitted a Draft RI/FS report for the
Eastern Study Area offshore of Gas Works Park to WDOE on March 31, 2006 and has
responded to comments received from WDOE and other trustees.  Puget
Sound Energy has tendered a formal settlement offer to the City of
Seattle.




5.  Colstrip Wastewater Pond
Seepage:  Puget Sound Energy is 50% owner of Colstrip Units
1&2 and a 25% owner of Colstrip Units 3&4.  Both units have
related wastewater ponds that hold the process water from the scrubber system as
well as stormwater and other miscellaneous wastewater.  The three
areas of ponds are Effluent Holding Ponds (EHP) 1&2, EHP 3&4 and the
plant site ponds.  All areas have pond seepage
issues.  Colstrip has received two NOVs from the MTDEQ related to such
seepage, one in 1998 and one in 2005, stating that under Colstrip’s Montana
Facility Siting Act (MFSA) certificate all seepage must be contained on the site
property and because seepage has gone off the plant property there is a
violation of the MFSA certificate.  In an attempt to bring the plant
into compliance with the MFSA permit, the Colstrip owners approached MTDEQ to
enter into a consent decree that would address wastewater pond seepage issues
and a related MFSA certificate amendment.  A draft consent decree and
permit amendment request have been submitted and discussions with MTDEQ are
ongoing.




6.  System oil
(PCBs):  In limited areas of Puget Sound Energy’s natural gas
distribution system, limited quantities of an oily condensate has been
discovered and collected.  At a number of sites, customers have made
claims against Puget Sound Energy for loss of business or impacts to
equipment.  Analytical of this material has identified low levels of
PCBs being present in this material.  Puget Sound Energy has installed
separators at a number of high demand industrial customers to intercept this
material before it impacts the customer.  This oil is collected and
sent offsite for incineration.




7.  Containment Concerns at
Puget Sound Energy substations:  Puget Sound Energy has more
than 360 substations in service.  As a result of regular operations,
some of these substations have experienced leaks and spills that may be required
to be remediated at such time as retrofits are
undertaken.  Additionally, recent changes in Spill Prevention Control
and Countermeasure (“SPCC”) regulations require capital improvements and/or SPCC
plan modifications at more than half of these substations.  Currently,
Puget Sound Energy estimates that capital budget improvements and/or O&M
SPCC plan modifications will cost up to $75,000 per substation, although there
can be no assurance in this regard.




8.  Underground Storage Program
(site remediation):  At a number of Puget Sound Energy
facilities, there is known soil and ground water contamination that will require
remediation when facilities are removed granting access.  These sites
are included in Puget Sound Energy’s quarterly environmental reporting to the
WUTC and are specifically named in the attachment thereto.  Estimated
remediation costs are also included in this spreadsheet, although there can be
no assurance with regard to such costs.











Schedule
5.21




EQUITY
INVESTOR AFFILIATE TRANSACTIONS




1.  The
Merger Agreement.




2.  Escrow
Agreement, dated as October 24, 2007, by and among PADUA HOLDINGS LLC, a
Delaware limited liability company (“Depositor”), a
Washington corporation code-named by the Depositor as “Padua” (the “Company”), and THE
BANK OF NEW YORK (“Escrow
Agent”).




3.  Common
Interest, Joint Defense and Confidentiality Agreement, dated as of January 17,
2008, among (1) Puget Energy, Inc. (the “Company”), a
corporation organized under the laws of the State of Washington; (2) Padua
Holdings LLC (the “Parent”), a limited
liability company organized under the laws of Delaware; (3) Macquarie
Infrastructure Partners A, L.P., Macquarie Infrastructure Partners
International, L.P. and Macquarie Infrastructure Partners Canada, L.P.
(collectively, “MIP”); (4) Canada
Pension Plan Investment Board (“CPP”); and (5) Padua
Investment Trust, Her Majesty the Queen in right of the Province of Alberta,
PIP2GV (Pad) Ltd. and PIP2PX (Pad) Ltd., Macquarie-FSS Infrastructure Trust, and
Padua MG Holdings Inc.




4.  Commitment
Letter, dated as of October 25, 2007, by and among MIP Padua Holdings, GP,
Macquarie Specialised Asset Management Limited as responsible entity for
Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board
(USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd.
(collectively, the “Investors”), on the
one hand, and Padua Holdings LLC, a Delaware limited liability company (“Parent”), and Padua
Intermediate Holdings Inc., a Washington corporation, in respect of the
Shareholder Funding.













Schedule
6.08




DISPOSITIONS




None.













Schedule
6.09




INSURANCE


PUGET
      ENERGY COVERAGESCoverage
            Description
            Insurer
            Policy
      Period
            Coverage
      Limits
            Retention
      / DeductibleGeneral
      Liability
            Public
      liability coverage for all PSE operations and all
      subsidiaries.  Includes terrorism coverage
            AEGIS
            12/1/07-12/1/08
            $35,000,000
      excess of $2,000,000 SIR
            $ 2,000,000EIM
            12/1/07-12/1/08
            $100,000,000
      excess of $135,000,000
            N/AACE
            12/1/07-12/1/08
            $65,000,000
      excess of $35,000,000
            N/AD&O
      Liability
            Personal
      Liability Coverage for Directors & Officers of Puget Energy & subs
      & coverage for corp. reimbursement to D’s &
      O’s.  Includes terrorism coverage
            AEGIS
            4/15/08-4/15/09
            $35,000,000
      excess of $2,000,000 SIR
            $1,000,000
      / 2000000EIM
            4/15/08-4/15/09
            $25,000,000
      excess of $35,000,000
            N/AChubb
            4/15/08-4/15/09
            $10,000,000
      excess of $60,000,000
            N/AARCH
            4/15/08-4/15/09
            $5,000,000
      excess of $70,000,000
            N/ASpecial
      Side A only coverage
            XL/ELU
            4/15/08-4/15/09
            $25,000,000
      excess of $75,000,000
            N/AErrors
      & Omissions
            Engineer’s
      professional liability coverage.  Includes Terrorism
      coverage
            AEGIS
            12/1/07-12/1/08
            $ 10,000,000
            $ 2,000,000Workers’
      Comp
            Covers
      PSE workers’ comp liability exposure excess of self-insured
      retention.  Includes terrorism coverage
            AEGIS
            12/1/07-12/1/08
            $35,000,000
      excess of $2,000,000 SIR
            $ 2,000,000EIM
            12/1/07-12/1/08
            65,000,000
      excess of $35,000,000
            N/AProperty
            All-Risk,
      Replacement Cost, Physical damages coverage for PSE
      properties.  Includes terrorism coverage
            ACE
      35%
            4/1/08-4/1/09
            $ 4,000,000,000
            $
        1,000,000,000Nat
      Union 35%
            4/1/08-4/1/09
            $   1,000,000,000AEGIS
      20%
            4/1/08-4/1/09
            $
        1,000,000,000Prinston
      5%
            4/1/08-4/1/09
            $
        1,000,000,000EIM
      5%
            4/1/08-4/1/09
            $1,000,000,000:
      Goldendale
              $2,500,000Aircraft
            Hull
      and liability coverage for PSE 1986 Beach King Air
            USAIG
            12/1/07-12/1/08
            $50,000,000
      BI/PD $2,000,000 Hull
            NoneFiduciary
      Liability
            Coverage
      for liabilities associated with administration of employee benefit
      programs.  Includes terrorism coverage.
            Zurich
            4/15/08-4/15/09
            $ 15,000,000
            $ 1,000,000AXIS
            4/15/08-4/15/09
            $ 10,000,000
            N/ACrime
            Theft,
      employee dishonesty
            Hartford
            2/10/08-2/10/09
            $ 10,000,000
            $ 500,000Auto
      Liability
            Liability
      coverage for PSE vehicles traveling through British
    Columbia
            Liberty
      Mutual
            5/30/07-6/30/08
            $ 1,000,000
            $ 10,000General
      Liability
            Blackout/brownout
      liability coverage
            AEGIS
            6/1/07-6/1/08
            $ 9,000,000
            $ 1,000,000General
      Liability
            Liability
      coverage for Baker Resort
            ARCH
            4/30/07-4/30/08
            $ 1,000,000
            NoneLiability
      coverage for Baker Resort
            ARCH
            4/30/07-4/30/08
            $ 1,000,000
            $ 1,000,000General
      Liability
            Covers
      non-regulated activities
            Liberty
      Mutual
            5/30/07-6/30/08
            $ 2,000,000
            NoneWorker’s
      Comp
            Coverage
      for one PSE employee at Colstrip
            Montana
      Fund
            12/1/07-12/1/08
            StatutoryGeneral
      Liability
            Coverage
      for Komo Kulshan Outdoor School
            Scottsdale
            4/30/07-4/30/08
            $2mm
      occurrence / $2mm aggregate
            $
      500Property
            Builder’s
      Risk Coverage for Upper Baker Fish Collector
            ACE
      Fire
            2/12/07-4/12/08
            $ 25,000,000
            $ 10,000PUGET
      WESTERN COVERAGESCoverage
            Description
            Insurer
            Policy
      Period
            Coverage
      Limits
            DeductiblesGeneral
      Liability
            Public
      liability coverage for activities of PWI
            Liberty
      Mutual
            5/30/07-6/30/08
            $ 2,000,000
            $ 2,500Property
            Blanket
      replacement-cost coverage for PWI properties
            Safeco
            5/23/07-6/30/08
            Replacement
      Cost
            $ 1,000Crime
            Theft,
      employee dishonesty
            Hartford
            2/10/08-2/10/09
            $ 10,000,000
            $ 500,000HYDRO
      ENERGY DEVELOPMENT CORP. COVERAGESCoverage
            Description
            Insurer
            Policy
      Period
            Coverage
      Limits
            DeductiblesPackage
            Packaged
      property & liability coverage
            Liberty
      Mutual
            5/30/07-6/30/08
            $ 2,000,000
            $2,500
      gen. liability $1,000 property/empl benefit liaProperty
            Blanket
      replacement-cost coverage for HEDC properties
            See
      PSE
            4/1/08-4/1/09
            All-Risk
      replacement-cost coverage
            $ 100,000Crime
            Theft,
      employee dishonesty
            Hartford
            2/10/07-2/10/08
            $ 5,000,000
            $ 250,000JACKSON
      PRAIRIE PROJECT COVERAGESCoverage
            Description
            Insurer
            Policy
      Period
            Coverage
      Limits
            DeductiblesProperty
            Blanket
      replacement-cost coverages for HEDC properties
            See
      PSE
            4/1/08-4/1/09
            All-Risk
      replacement-cost coverage
            $ 500,000General
      Liability
            Public
      liability coverage for activities of Jackson Prairie
    project
            AEGIS
            12/1/07-12/1/08
            $ 35,000,000
            $1,000,000
      auto $200,00 Gen. LiabilityEIM
            12/1/07-12/1/08
            $100,000,000
      excess of $35,000,000
            N/AGeneral
      Liability
            Public
      liability coverage for activities of Jackson Prairie
    project
            ACE
            12/1/07-12/1/08
            $65,000,000
      excess of $35,000,000
            N/AWorkers’
      Comp
            Covers
      PSE workers’ comp liability exposure excess of self-insured
      retention.  Includes terrorism coverage.
            AEGIS
            12/1/07-12/1/08
            $ 35,000,000
            $ 2,000,000EIM
            12/1/07-12/1/08
            $65,000,000
      excess of $35,000,000
            N/AMisc.
            Well
      contro coverage
            St.
      Paul
            6/4/07-6/13/08
            $10,000,000
      per occur.
            $ 150,000COLSTRIP
      UNIT 1 & 2 PROJECT COVERAGESCoverage
            Description
            Insurer
            Policy
      Period
            Coverage
      Limits
            DeductiblesGeneral
      Liability
            Public
      liability coverage for activities at Colstrip Project Units
      1&2
            AEGIS
            12/31/07-12/31/08
            $ 35,000,000
            $                               2,000,000Property
            Physical
      damage coverage for Colstrip Units 1&2.  Includes terrorism
      coverage
            FM
      Global 50%
            4/1/08-4/1/09
            $ 2,000,000,000
            $ 5,000,000EIM
      2.5%AEGIS
      22.5%Lexington
      10%NEIL
      15%Auto
            Auto
      liability
            Trinity
            3/17/08-3/17/09
            $ 500,000
            NoneWorkers’
      Comp
            Covers
      workers’ comp liability exposure
            Penn
      State Ins
            12/31/07-12/31/08
            Statutory
      coverage excess of SIR
            $                               3,000,000














Schedule
6.11(b)




INTEREST
HEDGING PROTOCOL




Subject
to ISDA Documentation


Key terms
of the hedging documentation to include:


(a)
            Ranking


Interest
Rate Hedge Banks are to rank pari passu at all times with the Lenders, both pre-
and post-enforcement and to share rateably with the Lenders in allocation of
proceeds.


(b)
            Security.


(1)
            Obligations
      under Interest Hedging Agreements with Interest Rate Hedge Banks are to be
      secured rateably with the Obligations under the Credit
      Agreement.


(2)
            Collateral
      Agent to act also for the Interest Rate Hedge
  Banks.


(c)
            Voting
      / instructions.


Interest
Rate Hedge Banks to be included (pro-rata to amounts) in “Majority Lenders” for
purposes of voting, consents, instructions after an Event of Default has
occurred, provided that to the extent that any such Interest Rate Hedge Bank is
an affiliate of Macquarie, such Interest Rate Hedge Bank’s rights to vote or
consent shall not be exercised in any situation where 100% of Lender consent is
required and shall not have a ‘tie-breaker’ vote.


(e)
            Events
      of Default.


Interest
Rate Hedge Banks will have the right to close out and terminate their Interest
Hedging Agreements in each of the following circumstances:


(1)
            payment
      default under the relevant Interest Hedging Agreement (after a reasonable
      grace period, i.e. 7-10 days);


(2)
            If
      the Majority Lenders have taken enforcement action under the Credit
      Agreement;


(3)
            illegality
      or tax event (as defined under the ISDA
  documentation);


(4)
            insolvency;
      and


(5)
            upon
      a repayment, prepayment, termination, cancellation or refinancing in full
      of the Term Loans.


Note
these are not circumstances in which the Interest Hedge Banks will get paid
ahead of the Lenders — this is only a right to close out the swaps.


(g)
            Amendments.


Interest
Rate Hedge Bank consent necessary to amend Interest Hedging Agreements and to
amend any terms of the Financing Documents where that amendment would materially
prejudice the rights of the Interest Rate Hedge Banks.


h)
            Setoff.


(1)
            Interest
      Rate Hedge Banks can net and set-off under the Interest Hedging
      Agreements.


(2)
            Only
      net amounts received by the Interest Rate Hedging Banks to be included in
      the sharing provisions in the Credit
Agreement.


(i)
            Pro-rata
      cancellation of swaps.


Swaps to
be reduced rateably with reduction of Term Loans outstanding, and pro rata among
all Interest Rate Hedge Banks.


(j)
            Legal
      opinions and conditions precedent.


(1)
            Legal
      opinions delivered under the Credit Agreement addressed to the Lenders
      shall also to be addressed to the Interest Rate Hedge
    Banks.


(2)
            Conditions
      precedent in Credit Agreement shall also to apply to the Interest Rate
      Hedge Banks.


(k)
            Representations,
      warranties, undertakings.


(1)
            Interest
      Rate Hedge Banks to have benefit of representations, warranties and
      undertakings made by the Borrower under the Credit
    Agreement.


(2)
            Interest
      Hedging Agreements to be deemed Financing Documents for the purpose of the
      representations, warranties, undertakings, events of default and
      indemnities.


(l)
            Party
      to Collateral Agency Agreement.


(1)
            Interest
      Rate Hedge Banks to be parties to the Collateral Agency
      Agreement.


(2)
            Interest
      Rate Hedge Banks to be excluded from Lender obligations under the Credit
      Agreement.


(m)
            Ongoing
      reporting requirements.


Interest
Rate Hedge Banks to be entitled to the same information about the Borrower as
provided to the Lenders pursuant to the Credit Agreement, including, without
limitation, any compliance certificates and financial accounts.











Schedule
7.01(b)




EXISTING
LIENS




Debtor
            Secured
      Party
            Collateral
            State
            Jurisdiction
            Original
      File Date and Number
            Related
      FilingsPSE
      Funding, Inc.
            JPMorgan
      Chase Bank, N.A., as Program Agent
            Collection
      Account, Deposit Account, Receivable, Lock-box
            W
              A
            Department
              of
      Licensing
            12/22/2005
              #2005-357-9849-0Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility financing statement covering
      personal property as well as other property real/personal
            W
              A
            Department
              of
      Licensing
            9/15/1967
              #12672
            Partial
      Release filed
              8/9/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility financing statement covering
      personal property as well as other property real/personal
            W
              A
            Department
              of
      Licensing
            9/13/1968
              #42984
            Partial
      Release filed
              8/9/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility
              Fortieth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            2/3/1969
              #53469
            Partial
      Releases filed
              1/13/81,
      12/23/82,
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            6/19/1970
              #96775
            Partial
      Release filed
              8/9/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Fifty-Third
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            7/20/1970
              #99343
            Partial
      Releases filed
              1/13/81,
      12/23/82,
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            4/23/1971
              #122686
            Partial
      Release filed
              8/9/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Fifty-Fourth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            10/31/1972
              #179608
            Partial
      Releases filed
              1/12/81,
      12/23/82,
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            11/8/1972
              #180444
            Partial
      Release filed
              8/9/89
              Amendment
      Filed 6/4/97, Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Fifty-Fifth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            3/5/1974
              #245382
            Partial
      Releases filed
              1/12/81,
      12/23/82,
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Fifty-Sixth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            11/12/1974
              #274716
            Partial
      Releases filed
              1/12/81,
      12/23/82,
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            8/26/1975
              #308439
            Partial
      Release filed
              8/9/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Fifty-Seventh
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            8/26/1975
              #308440
            Partial
      Releases filed
              1/12/81,
      12/23/82,
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            9/19/1975
              #311323
            Partial
      Release filed
              8/9/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Fifty-Seventh
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            10/22/1976
              #375837
            Partial
      Releases filed
              1/12/81,
      12/23/82,
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            3/17/1977
              #397450
            Partial
      Release filed
              8/9/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            7/15/1977
              #419270
            Partial
      Release filed
              8/7/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Fifty-ninth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            7/13/1978
              #480583
            Partial
      Releases filed
              1/12/81,
      12/23/82,
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            9/7/1978
              #8250099
            Partial
      Release filed
              8/7/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            8/29/1979
              #1088886
            Partial
      Release filed
              8/7/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixtieth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            12/3/1979
              #9337024
            Partial
      Releases filed
              1/12/81,
      12/23/82,
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixty-first
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            12/11/1981
              #81345038
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            1/12/1982
              #82012035
            Partial
      Release filed
              8/7/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            8/24/1983
              #832360084
            Partial
      Release filed
              8/7/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            8/24/1983
              #832360085
            Partial
      Release filed
              8/7/89
              Amendment
      Filed 6/4/97 Assignments Filed
              4/24/02,
      6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixty-second
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            6/25/1984
              #841780007
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixty-third
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            1/7/1986
              #860080033
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixty-fourth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            4/8/1986
              #86099009
            Partial
      Release filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixty-fifth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            4/8/1986
              #860990010
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/20/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            7/21/1986
              #862030006
            Partial
      Release filed 8/7/89
              Amendment
      Filed 6/4/97
              Assignments
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            8/26/1986
              #862030007
            Partial
      Release filed 8/7/89
              Amendment
      Filed 6/4/97
              Assignment
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixty-sixth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            8/26/1986
              #862390145
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixty-seventh
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            11/7/1986
              #863110074
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixty-eighth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            9/21/1987
              #872640165
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            12/21/1987
              #873550095
            Partial
      Release filed 8/7/89
              Amendment
      Filed 6/4/97
              Assignments
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            8/15/1988
              #882280029
            Partial
      Release filed 8/7/89
              Amendment
      Filed 6/4/97
              Assignment
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            BLC
      Corporation
            Transmitting
      Utility Filing
              Leased
      new/used vehicles,
              new
      Pratt and Whitney combustion turbines
            W
              A
            Department
              of
      Licensing
            10/5/1988
              #882790648
            Amendments
      Filed 2/27/89, 10/28/94, 6/9/97, 5/22/01, 8/8/02Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixty-ninth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            2/12/1990
              #900430048
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            9/7/1990
              #902500022
            Amendment
      Filed 6/4/97
              Assignments
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            9/7/1990
              #902500023
            Amendment
      Filed 6/4/97
              Assignments
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Seventieth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            10/16/1990
              #902890049
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Seventy-First
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            5/8/1991
              #9112800074
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            8/20/1991
              #912320049
            Amendment
      Filed 6/4/97
              Assignments
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Seventy-Third
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            3/4/1992
              #920640036
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendments
      Filed
              6/3/97,
      6/3/97,
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Seventy-Fourth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            10/26/1992
              #923000032
            Partial
      Release filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Seventy-Fifth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            4/22/1993
              #931120020
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendments
      Filed 6/3/97
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            6/17/1993
              #931680004
            Amendment
      Filed 6/4/97
              Assignment
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            Puget
      Power Conservation
              Grantor
      Trust 1995-1
            Transmitting
      Utility Filing
              The
      purchased Conservation
              Investment
      Assets to the
              Puget
      Power Conservation
              Grantor
      Trust 1995-1
            W
              A
            Department
              of
      Licensing
            6/7/1995
              #951580004
            Assignments
      Filed
              6/4/97,
      7/23/97Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            8/28/1995
              #952400003
            Amendment
      Filed 6/4/97
              Assignment
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Security
      Agreement is filed as a transmitting utility covering personal property
      and other property real and/or personal
            W
              A
            Department
              of
      Licensing
            2/19/1997
              #970500019
            Assignments
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Sixty-Eighth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            6/3/1997
              #971540077
            Partial
      Releases filed
              5/19/00,
      12/6/04
              Amendment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Transmitting
      Utility
              Mortgage
      of personal property and mortgage upon real estate
            W
              A
            Department
              of
      Licensing
            6/4/1997
              #971550143
            Assignments
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            Puget
      Power Conservation
              Grantor
      Trust 1995-1
            Transmitting
      Utility Filing
              The
      purchased Conservation
              Investment
      Assets to the
              Puget
      Power Conservation
              Grantor
      Trust 1995-1
            W
              A
            Department
              of
      Licensing
            6/4/1997
              #971550168
            Amendment
      Filed 7/23/97Puget
      Sound Energy, Inc.
            BLC
      Corporation
            Transmitting
      Utility
              Leased
      new/used vehicles,
              new
      Pratt and Whitney combustion turbines
            W
              A
            Department
              of
      Licensing
            6/9/1997
              #971600050
            Amendments
      Filed 5/22/01, 8/8/02Puget
      Sound Energy, Inc.
            First
      Trust of California, National Association
            Transmitting
      Utility Filing
              Combustion
      turbine
              generating
      unit manufactured
              by
      Turbo Power & Marine
              Systems,
      Inc.
            W
              A
            Department
              of
      Licensing
            6/9/1997
              #971600051Puget
      Sound Energy, Inc.
            Puget
      Sound Energy, Inc.
              Conservation
      Grantor Trust 1997
            Transmitting
      Utility Filing
              Purchased
      Conservation
              Investment
      Assets to the
              Puget
      Sound Energy, Inc.
              Conservation
      Grantor Trust 1997
            W
              A
            Department
              of
      Licensing
            8/5/1997
              #972170065Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Seventy-Sixth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            12/17/1997
              #973510085
            Amendment/Partial
      Release Filed 5/19/00
              Partial
      Release filed 12/6/04
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Seventy-Seventh
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            3/3/1999
              #990620066
            Amendment/Partial
      Release Filed 5/19/00
              Partial
      Release filed 12/6/04
              Assignment
      Filed 6/3/03Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Seventy-Eighth
      Supplemental Indenture is filed as a transmitting utility covering certain
      property
            W
              A
            Department
              of
      Licensing
            11/1/2000
              #20003060059
            Assignment
      Filed 6/3/03
              Partial
      Release
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            4/24/2002
              #200211450896
            Assignments
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            4/24/2002
              #200211450919
            Assignments
      Filed 4/24/02, 6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8137-7
            Assignment
      Filed 6/3/03
              Partial
      Release filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8138-4
            Assignment
      Filed 6/3/03
              Partial
      Release
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8139-1
            Assignment
      Filed 6/3/03
              Partial
      Release
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8141-4
            Assignment
      Filed 6/3/03
              Partial
      Release Filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8142-1
            Assignment
      Filed 6/3/03
              Partial
      Release Filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8143-8
            Assignment
      Filed 6/3/03
              Partial
      Release Filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8144-5
            Assignment
      Filed 6/3/03
              Partial
      Release Filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8145-2
            Assignment
      Filed 6/3/03
              Partial
      Release Filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8146-9
            Assignment
      Filed 6/3/03
              Partial
      Release Filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8147-6
            Assignment
      Filed 6/3/03
              Partial
      Release Filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8148-3
            Assignment
      Filed 6/3/03
              Partial
      Release Filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8149-0
            Assignment
      Filed 6/3/03
              Partial
      Release Filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
            Transmitting
      Utility Filing
              In
      Lieu Financing Statement
              (collateral
      not described)
            W
              A
            Department
              of
      Licensing
            5/31/2002
              #2002-154-8150-6
            Assignment
      Filed 6/3/03
              Partial
      Release Filed
              Filed
      12/6/04Puget
      Sound Energy, Inc.
            U.S.
      Bank National Association,
              Trustee
      under Mortgage dated
              June
      2, 1924, as supplemented
              and
      modified
            Electric
      operating utility
              property
            W
              A
            Department
              of
      Licensing
            6/3/2003
              #200315470660
            Partial
      Release Filed 12/6/04Puget
      Sound Energy, Inc.
            IOS
      Capital, LLC
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            7/3/2003
              #200318465090Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            10/6/2003
              #2003-281-4398-8Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            4/15/2004
              #2004-107-9584-2Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            8/31/2004
              #2004-246-9334-9Puget
      Sound Energy, Inc.
            U.S.
      Bank National Association,
              Trustee
      under Mortgage dated
              June
      2, 1924, as supplemented
              and
      modified
            Electric
      operating utility
              property
            W
              A
            Department
              of
      Licensing
            3/16/2005
              #2005-076-2148-1Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            4/19/2005
              #2005-110-2057-7Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            4/19/2005
              2005-110-2058-4Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            4/19/2005
              #2005-110-2060-7Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            4/19/2005
              #2005-110-2061-4Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            4/27/2005
              #2005-118-4319-0Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Gas
      utility property
            W
              A
            Department
              of
      Licensing
            4/29/2005
              #2005-119-4935-9
            Assignment
      Filed 6/21/06Puget
      Sound Energy, Inc.
            U.S.
      National Bank Association
              Trustee
      under Mortgage dated
              June
      2, 1924, as supplemented
              and
      modified
            Electric
      operating utility
              property
            W
              A
            Department
              of
      Licensing
            4/29/2005
              #2005-119-4937-3Puget
      Sound Energy, Inc.
            The
      Bank of New York Trust Company, N.A.
            Gas
      utility property
            W
              A
            Department
              of
      Licensing
            4/29/2005
              #2005-119-4938-0
            Assignment
      Filed 6/21/06Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      property
            W
              A
            Department
              of
      Licensing
            10/12/2005
              #200528507924Puget
      Sound Energy, Inc.
            JPMorgan
      Chase Bank, N.A., as Program Agent
            Transmitting
      Utility Filing
              Collection
      Account, Deposit Account, Receivable, Lock-box
            W
              A
            Department
              of
      Licensing
            12/22/2005
              #2005-357-9855-1Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            5/1/2006
              #200612157523Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            5/24/2006
              #200614426016Puget
      Sound Energy, Inc.
            U.S.
      Bank National Association,
              Trustee
      under Mortgage dated
              June
      2, 1924, as supplemented
              and
      modified
            Electric
      operating utility
              property
            W
              A
            Department
              of
      Licensing
            9/15/2006
              #2006-258-9059-2Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            1/18/2007
              #200701822868Puget
      Sound Energy, Inc.
            IOS
      Capital
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            4/3/2007
              #200709335940Puget
      Sound Energy, Inc.
            Ikon
      Financial Svcs
            Leased
      equipment
            W
              A
            Department
              of
      Licensing
            1/8/2008
              #200800858911Puget
      Sound Energy, Inc.,
              successor
      in interest to Puget
              Sound
      Power and Light Company
              Additional
      Debtors:  Mei Fang
              Wang,
      Gloria R Hettel, Pine Lake
              Plateau
      Dental-Medical Building,
              LLC,
      Sammamish Properties,
              LLC,
      David J Hines and Lina
              Hines,
      Pine Lake Associates,
              LLC,
      Pierre V. Barmore, Jr. and
              Janice
      Barmore, King County, All
              unknown
      owners and all unknown
              tenants
            Central
      Puget Sound Regional
              Transit
      Authority, d/b/a Sound
              Transit
            Stipulated
      Judgment and Decree of Appropriation $2,623,000.00
            W
              A
            King
      County
            9/15/2004
              #20040915000419Puget
      Sound Energy, Inc.
              Additional
      Debtor:  City of Seattle
            Constance
      A. Johnson
            Stipulated
      Judgment Quieting
              Title
            W
              A
            King
      County
            10/28/2004
              #20041028000034Puget
      Sound Energy, Inc. fka
              Puget
      Sound Traction, Light and
              Power
      Company
              Additional
      Debtors:  BFS Retail &
              Commercial
      Operations, LLC,
              Cecil
      Lueng and Hazel Lueng,
              Tommy
      Wong, Lani Yiu, King
              County,
      all unknown owners and
              all
      unknown tenants
            Central
      Puget Sound Regional
              Transit
      Authority, d/b/a Sound
              Transit
            Judgment
      and Decree of Appropriation and Stipulation for and Order Amendment (1)
      Petition; (2) Order Re Public Use and (3) order Re Possession and Use
      $1,850,000.00
            W
              A
            King
      County
            11/10/2005
              #20051110001980Puget
      Sound Energy, Inc.
            Christopher
      Todd Gerou
            JUDGMENT
              $1,471.00
            W
              A
            King
      County District Court
              -
      East
              (Bellevue,
              WA)
            5/1/2002
              Case
      #Y00020101Puget
      Sound Energy, Inc.
            Petr
      D Dvosis
            JUDGMENT
              $1,521.00
            W
              A
            King
      County District Court
              -
      East
              (Bellevue,
              WA)
            5/1/2002
              Case
      #Y00020268Puget
      Sound Energy, Inc.
            Jon
      Vevik
            JUDGMENT
              $656.70
            W
              A
            King
      County District Court
              -
      East
              (Bellevue,
              WA)
            10/14/2002
              Case
      #Y00020659Puget
      Sound Energy, Inc.
              Additional
      Debtor:
              Central
      Locating Service
            R.L.
      Alia Company
            JUDGMENT
              $609.80
            W
              A
            King
      County District Court
              -
      East
              (Bellevue,
              WA)
            9/9/2004
              Case
      #SC4-01173Puget
      Sound Energy, Inc.
              Additional
      Debtor:
              Central
      Locating Service
            R.L.
      Alia Company
            JUDGMENT
              $4,021.00
            W
              A
            King
      County District Court
              -
      East
              (Bellevue,
              WA)
            9/9/2004
              Case
      #SC4-01174Puget
      Sound Energy, Inc.
            First
      & Utah Street Associates
            JUDGMENT
              $4,030.00
            W
              A
            King
      County District Court
              -
      East
              (Bellevue,
              WA)
            5/4/2007
              Case
      #75-001232Puget
      Sound Energy, Inc.
            John
      M Adarno
            JUDGMENT
              $4,500.00
            W
              A
            King
      County
              Superior
              Court
            11/29/2001
              Judgment#
      01-9-19424-6
              Case#
      01-2-06298-1Puget
      Sound Energy, Inc.
            Washington
      State of Labor & Industries
            JUDGMENT
              $200.00
            W
              A
            King
      County
              Superior
              Court
            12/28/2007
              Judgment#
      07-9-37556-8
              Case#
      06-2-33074-9Puget
      Western Company
            Shear
      Transport, Inc.
            JUDGMENT
              $27,860.00
            W
              A
            King
      County
              Superior
              Court
            1/17/1997
              Judgment#
      97011700058







Schedule
7.03(b)
  EXISTING
INDEBTEDNESS
  Long-term Debt of Puget
Sound Energy
  Series
              Coupon
              Issue
                Date
              Maturity
                Date
              Principal3.363%
      Senior notes
              3.363%
              Jun-4-03
              Jun-1-08
              $150,000,0004MTN-B
              6.530%
              Aug-18-93
              Aug-18-08
              $3,500,000MTN-B
              6.510%
              Aug-19-93
              Aug-19-08
              $1,000,000Senior
      note B
              7.610%
              Sep-8-00
              Sep-8-08
              $25,000,000Senior
      note B
              6.460%
              Mar-9-99
              Mar-9-09
              $150,000,000MTN-C
              6.610%
              Dec-20-95
              Dec-21-09
              $3,000,000MTN-C
              6.620%
              Dec-20-95
              Dec-22-09
              $5,000,000Senior
      note B
              7.960%
              Feb-22-00
              Feb-22-10
              $225,000,000MTN-C
              7.120%
              Sep-11-95
              Sep-13-10
              $7,000,000Senior
      note C
              7.690%
              Nov-9-00
              Feb-1-11
              $260,000,000MTN-B
              6.830%
              Aug-18-93
              Aug-19-13
              $3,000,000MTN-B
              6.900%
              Sep-30-93
              Oct-1-13
              $10,000,000MTN-C
              7.350%
              Sep-11-95
              Sep-11-15
              $10,000,000MTN-C
              7.360%
              Sep-11-95
              Sep-15-15
              $2,000,0005.197%
      Senior notes
              5.197%
              Oct-12-05
              Oct-1-15
              $150,000,000Senior
      note A
              6.740%
              Jun-15-98
              Jun-15-18
              $200,000,000FMB
              9.570%
              Sep-1-90
              Sep-1-20
              $25,000,000MTN-C
              7.150%
              Dec-20-95
              Dec-19-25
              $15,000,000MTN-C
              7.200%
              Dec-21-95
              Dec-22-25
              $2,000,000Senior
      note A
              7.020%
              Dec-27-97
              Dec-1-27
              $300,000,000Senior
      note B
              7.000%
              Mar-9-99
              Mar-9-29
              $100,000,000Pollution
      control bonds
              5.100%
              Mar-11-03
              Mar-1-31
              $23,400,000Pollution
      control bonds
              5.000%
              Mar-11-03
              Mar-1-31
              $138,460,0005.483%
      Senior notes
              5.483%
              May-27-05
              Jun-1-35
              $250,000,0006.724%
      Senior notes
              6.724%
              Jun-30-06
              Jun-15-36
              $250,000,0006.274%
      Senior notes
              6.274%
              Sep-18-06
              Mar-15-37
              $300,000,0006.974%
      Hybrid
              6.974%
              Jun-4-07
              Jun-1-67
              $250,000,000Total
              
              
              
              $2,858,360,000
 
 Other Debt of Puget Sound
Energy
  Credit
      Facility
              Variable
              Mar-29-07
              Apr-4-12
              $500,000,0005Credit
      Facility
              Variable
              Mar-29-07
              Apr-4-12
              $350,000,0005A/R
      Securitization Facility
              Variable
              Dec-20-05
              Dec
      20-10
              $200,000,0005Demand
      Promissory Note
              Variable
              Jun-1-06
              NA
              $30,000,0006
 
 4Issue
likely to mature prior to merger completion date.
 5Represents
the commitment amount, not the amount outstanding.  These facilities
will be replaced by the Operating Company Facilities on the Financial Closing
Date; provided that any letters of credit issued thereunder shall be permitted
only to the extent such letters of credit are fully collateralized by either
cash proceeds from the loans made under the Operating Company Facilities or
letters of credit issued under the Operating Company
Facilities.
 6Among
Puget Sound Energy, Inc., as Borrower and Puget Energy, Inc., as Lender
(intercompany .revolving credit facility).  This note does not contain
any restriction as to dividends, prepayment, redemption or change of
control.
  Continued
  Security
              Dividend
              Shares
              
              Par
              Amount
      OutstandingPreferred
      stock
              4.70%
              4,311
              
              $100
              $431,100Preferred
      Stock
              4.84%
              14,583
              
              $100
              $1,458,300


Schedule
7.04(m)




EXISTING
INVESTMENTS




Investments
in subsidiaries as listed in Schedule 5.13(B).




Various
in corporate owned life insurance (COLI) policies owned as of the date of this
agreement, owned by PSE.




Development
rights to certain wind powered electric generating facilities in Washington
State, owned by PSE




1.      In
February 2008, Puget Sound Energy acquired, for approximately $3.6 million,
assets intended to support the development of a wind powered generating
facility, with a nameplate capacity of 44 MW, adjacent to PSE’s existing Wild
Horse Wind Project in Kittitas County, Washington (the “Wild Horse
Expansion”).  Specifically, PSE acquired approximately 1400
acres of land, wind data, meteorological data collection towers (“met towers”),
environmental and other studies, a position in a transmission interconnection
queue, and related assets.




2.      In
mid May 2008, PSE anticipates closing on the acquisition of assets intended to
support the development of a wind powered generating facility, with a nameplate
capacity of 70 MW, in Skamania County, Washington (the “Saddleback
Project”).  Specifically, for approximately $800,000, PSE will
acquire wind data, met towers, environmental and other studies, a position in a
transmission interconnection queue, and related assets.  Further, PSE
will enter into a lease with the property owner providing PSE with all necessary
real estate rights to the project site.




S1.5
million investment in Kinetic Ventures, held by Puget Western,
Inc.:


Puget
Western, Inc., a wholly owned subsidiary of PSE, has an 11.11% member’s interest
in an energy related utility venture capital fund, Kinetic Ventures Fund VI,
LLC., that is scheduled to terminate on December  31,
2009.  Puget Western accounts for its investment in the fund in
accordance with the FASB’s EITF 03-01, with its carrying cost equal to the fund
manager’s reported capital account balance for Puget Western.  The
principal assets of the fund are equity investments in four non-public
companies.  Audited Financials are provided to the investors once a
year.  Puget Western’s reported member’s capital account balance was
$1,528,108 at December  31, 2007.  Puget Energy is obligated to
provide $193,080 in future capital investments if capital calls are made by the
managing investor of the fund prior to December 31, 2009.




$35.2
million in various real estate investments, held by Puget Western,
Inc.:


Puget
Western’s primary business is the investment and development of commercial and
industrial properties in the Pacific Northwest.  At December 31,
2007, the company owned 41 commercial/industrial properties in Western
Washington with a carrying value of $32,680,893.  Additionally, Puget
Western held 8 promissory notes related to the prior sale of properties, with an
aggregate carrying value of $9,317,812 at December 31, 2007.  All
notes are secured by a first lien deed of trust and all notes were current at
December  31, 2007.













Schedule
10.02




FACILITY
AGENT’S OFFICE; CERTAIN ADDRESSES FOR NOTICES




Facility Agent; Collateral
Agent:




Barclays
Bank PLC


200 Park
Avenue


New York,
New York  10166


Phone:
212-412-1562


Facsimile:
212-412-7600


Attention:
Gary Wenslow




Borrower and
Subsidiaries:




Puget
Merger Sub, Inc.


Level 22,
125 West 55th
Street


New York,
NY  10019


Attention:
Christopher Leslie


Phone:
(212) 231-1686


Facsimile:
(212) 231-1828


Email:
Christopher.Leslie@macquarie.com













EXHIBIT
A


to Credit
Agreement




FORM
OF BORROWING REQUEST




Barclays
Bank PLC


as
facility agent


under the
below-defined Credit Agreement


(in such
capacity, the “Facility
Agent”)




Attention:  [_______]




[DATE]




Reference
is made to the Credit Agreement, dated as of [____________], 2008 (as amended,
amended and restated, supplemented and/or modified and in effect from time to
time, the “Credit
Agreement”), among Puget Merger Sub Inc., a Washington corporation (the
“Borrower”),
the Lenders party thereto from time to time, and Barclays Bank PLC, as Facility
Agent.  Capitalized terms used but not defined herein have the
meanings assigned to them in the Credit Agreement.




This
Borrowing Request is issued in accordance with Section 2.02(a)
of the Credit Agreement.




The
undersigned hereby irrevocably requests a Borrowing of Loans under the Credit
Agreement as follows:




(i)
            the
      date of the requested Borrowing is [______________],
    20[___];




(ii)
            the
      Loans are comprised of [$[_________] of Term Loans] [$[_________] of
      Capital Expenditure Loans];




(iii)
            the
      aggregate amount of the Borrowing is $[_________];
  and




(iv)
            the
      Loans are comprised of [Alternate Base Rate Loans] [LIBO Rate Loans having
      an initial Interest Period of [______________]
  month[s]].




Pursuant
to Section 4.03 of
the Credit Agreement, the undersigned hereby certifies that the following
statements will be true on the date of the Borrowing or, if such representation
specifically refers to an earlier date, such earlier date:




(a)  [The
representations and warranties of the Borrower contained in Article V of the
Credit Agreement and each other Financing Document are true and correct in all
material respects (provided that any
representation and warranty that is qualified as to “materiality”, “Material
Adverse Effect” or similar language shall be true and correct (after giving
effect to any qualification therein) in all respects) on and as of the date of
the requested Borrowing, before and after giving effect to the requested
Borrowing and to the application of the proceeds therefrom, as though made on
and as of such date, other than any such representations or warranties that, by
their terms, refer to a specific date other than the date of the requested
Borrowing, in which case, as of such date.]1




[The
Company Representations and the Specified Representations are true and correct
on and as of the date of the requested Borrowing (or to the extent that such
representations and warranties specifically refer to an earlier date, as of such
earlier date).]2




(b)  No
Default or Event of Default has occurred and is continuing, or would result from
such requested Borrowing or from the application of the proceeds therefrom.3




(c)  [Proceeds
of the Capital Expenditure Loans comprising the requested Borrowing will be
applied toward Additional CapEx and:




(i)  after
giving effect to the requested Borrowing, Total Indebtedness to Total
Capitalization of the Borrower does not exceed 70%; [and]




(ii)  [such
proceeds will be applied towards Additional CapEx relating to construction, and
attached hereto as Annex A is
(A) a budget and schedule for such construction together with a certificate
from an Authorized Officer of the Borrower and a nationally recognized
independent engineer certifying that, in their opinion, such budget and schedule
are reasonable and (B) a certificate from an Authorized Officer of the
Borrower certifying that it is within 17.5% of the aggregate original, certified
construction budget;]4




(iii)  attached
hereto as Annex B is a
certificate of the Borrower certifying that it has received all material permits
and licenses (including those relating to the regulatory status) necessary to
construct, purchase and operate (as applicable) the asset to which the
Additional CapEx is to be applied, except for such permits and licenses as are
customarily obtained at a later date or not obtainable prior to the time they
are required in the ordinary course of business.]5




(d)  [[The
Borrower is in Lock-Up]/[an Excess Cash Sweep Event has occurred and is
continuing] and (A) the proceeds of the Loans comprising the requested
Borrowing will be applied towards Base Capital Expenditures, (B) there is
no Distributable Cash Balance which has not been prepaid pursuant to Section 2.03(b)(i)(G)
of the Credit Agreement and (C) the Lock-Up Account has a zero
balance].6




This
notice is being delivered by the undersigned to the Facility Agent not later
than 1:00 p.m., New York City time, on the [first][fourth] Business Day prior to
the date of the requested Borrowing listed above.




PUGET
      MERGER SUB INC.By:
      _________________________________________________________________Name:Title:










1
      Insert this clause for Capital Expenditure Loans
  only.


2
      Insert this clause for Term Loans
only.


3
      Not required for Borrowing of Term
Loans.


4
      Insert this subclause if the Additional CapEx is for
      construction.


5
      This clause (c)
      only required for Borrowing of Capital Expenditure Loans to the extent
      proceeds are to be applied toward Additional
  CapEx.


6
      Insert this clause if a Lock-Up Event has occurred and is continuing
      and/or if an Excess Cash Sweep Event has
  occurred.











EXHIBIT
B-1


to Credit
Agreement




FORM
OF TERM NOTE




$[_____________] Dated:  _______
___, _______




FOR VALUE
RECEIVED, the undersigned, PUGET MERGER SUB INC., a Washington corporation (the
“Borrower”),
HEREBY PROMISES TO PAY [_______________] or its registered assigns (together,
the “Lender”)
for the account of its applicable lending office the principal amount of the
Term Loan (as defined below) owing to the Lender by the Borrower pursuant to
that certain Credit Agreement, dated as of [_______], 2008 (as amended, amended
and restated, supplemented and/or modified and in effect from time to time, the
“Credit
Agreement”), among the Borrower, the Lenders from time to time party
thereto, and certain other lenders party thereto and Barclays Bank PLC, as
facility agent (in such capacity, the “Facility Agent”), on
the dates and in the amounts specified in the Credit
Agreement.  Capitalized terms used herein but not defined herein shall
have the meanings assigned thereto in the Credit Agreement.




The
Borrower promises to pay to the Lender or its registered assigns interest on the
unpaid principal amount of the Term Loan from the date of the Borrowing thereof
until such principal amount is paid in full, at such interest rates and payable
at such times as are specified in the Credit Agreement.




Both
principal and interest are payable in Dollars and in immediately available funds
to the Facility Agent in an account designated by the Facility
Agent.




The Term
Loan owing to the Lender by the Borrower, the maturity thereof, and all payments
made on account of principal thereof shall be recorded by the Lender, entered
into the Register maintained by the Facility Agent and, prior to any transfer
thereof, endorsed by the Lender on the grid attached hereto, which is part of
this Term Note; provided, however, that the
failure of the Lender to make any such recordation or endorsement shall not
affect the Obligations of the Borrower under this Term Note.




This Term
Note is one of the Notes referred to in and is entitled to the benefits of, the
Credit Agreement.  The Credit Agreement, inter alia, (i) provides
for the making of a single Term Loan (the “Term Loan”) by the
Lender to the Borrower in an amount not to exceed the Dollar amount first above
mentioned, the Indebtedness of the Borrower resulting from such Term Loan being
evidenced by this Term Note and (ii) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.  The Obligations of the
Borrower under this Term Note are secured by the Collateral as provided in the
Financing Documents.








PUGET
      MERGER SUB INC.By:Name:Title:











TERM
LOANS AND PAYMENTS OF PRINCIPAL




Date
            Amount
      of Term Loan
            Amount
      of Principal Paid or Prepaid
            Unpaid
      Principal Balance
            Notation
      Made By














EXHIBIT
B-2


to Credit
Agreement




FORM
OF CAPITAL EXPENDITURE NOTE




S[__________________]




Dated:  __________
___, _____




FOR VALUE
RECEIVED, the undersigned, PUGET MERGER SUB INC., a Washington corporation (the
“Borrower”),
HEREBY PROMISES TO PAY [______________] or its registered assigns (together, the
“Lender”) for
the account of its applicable lending office the principal amount of the Capital
Expenditure Loans (as defined below) owing to the Lender by the Borrower
pursuant to that certain Credit Agreement, dated as of [___________], 2008 (as
amended, amended and restated, supplemented and/or modified and in effect from
time to time, the “Credit Agreement”),
among the Borrower, the Lenders from time to time party thereto, and Barclays
Bank PLC, as facility agent (in such capacity, the “Facility Agent”), on
the dates and in the amounts specified in the Credit
Agreement.  Capitalized terms used herein but not defined herein shall
have the meanings assigned thereto in the Credit Agreement.




The
Borrower promises to pay to the Lender or its registered assigns interest on the
unpaid principal amount of the Capital Expenditure Loans from the date of the
Borrowings thereof until such principal amount is paid in full, at such interest
rates and payable at such times as are specified in the Credit
Agreement.




Both
principal and interest are payable in Dollars and in immediately available funds
to the Facility Agent in an account designated by the Facility
Agent.




The
Capital Expenditure Loans owing to the Lender by the Borrower, the maturity
thereof, and all payments made on account of principal thereof shall be recorded
by the Lender, entered into the Register maintained by the Facility Agent and,
prior to any transfer thereof, endorsed by the Lender on the grid attached
hereto, which is part of this Capital Expenditure Note; provided, however, that the
failure of the Lender to make any such recordation or endorsement shall not
affect the Obligations of Borrower under this Capital Expenditure
Note.




This
Capital Expenditure Note is one of the Notes referred to in and is entitled to
the benefits of, the Credit Agreement.  The Credit Agreement, inter alia, (i) provides
for the making of multiple loans (the “Capital Expenditure
Loans”) by the Lender to the Borrower in an aggregate amount at any one
time outstanding not to exceed the Dollar amount first above mentioned, the
Indebtedness of the Borrower resulting from such Capital Expenditure Loans being
evidenced by this Capital Expenditure Note and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.  The
Obligations of the Borrower under this Capital Expenditure Note are secured by
the Collateral as provided in the Financing Documents.








PUGET
      MERGER SUB INC.By:Name:Title:











CAPITAL EXPENDITURE LOANS AND PAYMENTS
OF


PRINCIPAL




Date
            Amount
      of Capital Expenditure Loans
            Amount
      of Principal Paid or Prepaid
            Unpaid
      Principal Balance
            Notation
      Made By














EXHIBIT
C-1


To Credit
Agreement









BORROWER
SECURITY AGREEMENT




Dated
[_______________]




From




PUGET
MERGER SUB INC.




as
Borrower




to




BARCLAYS
BANK PLC




as Collateral
Agent













T A B L E  O F  C O N T E N T S




Section Page




Section
      1.
            Grant
      of Security




Section
      2.
            Security
      for Obligations




Section
      3.
            Borrower
      Remain Liable




Section
      4.
            Delivery
      and Control of Security
Collateral




Section
      5.
            Deposit
      Accounts




Section
      6.
            Reserved




Section
      7.
            Release
      of Amounts




Section
      8.
            Representations
      and Warranties




Section
      9.
            Further
      Assurances




Section
      10.
            Reserved




Section
      11.
            Reserved




Section
      12.
            Post-Closing
      Changes; Collections on Assigned Agreements, Receivables and Related
      Contracts






Section
      13.
            As
      to Intellectual Property
Collateral




Section
      14.
            Voting
      Rights; Dividends; Etc.




Section
      15.
            Reserved




Section
      16.
            As
      to Letter-of-Credit Rights




Section
      17.
            Commercial
      Tort Claims




Section
      18.
            Transfers
      and Other Liens; Additional
Shares




Section
      19.
            Collateral
      Agent Appointed Attorney in
Fact




Section
      20.
            Collateral
      Agent May Perform




Section
      21.
            The
      Collateral Agent’s Duties




Section
      22.
            Remedies




Section
      23.
            Indemnity
      and Expenses




Section
      24.
            Amendments;
      Waivers; Additional Borrower;
Etc.




Section
      25.
            Notices,
      Etc




Section
      26.
            Continuing
      Security Interest; Assignments under the Credit
      Agreement




Section
      27.
            Termination




Section
      28.
            Reserved




Section
      29.
            Execution
      in Counterparts




Section
      30.
            Governing
      Law




Section
      31.
            Waiver
      of Right to Trial by Jury




Schedules




Schedule
      I
            -
            Investment
      Property


Schedule
      II
            -
            Pledged
      Deposit Accounts


Schedule
      III
            -
            Assigned
      Agreements


Schedule
      IV
            -
            Intellectual
      Property


Schedule
      V
            -
            Commercial
      Tort Claims


Schedule
      VI
            -
            Location,
      Chief Executive Office, Type of Organization, Jurisdiction of Organization
      and Organizational Identification
Number


Schedule
      VII
            -
            Changes
      in Name, Location, Etc.


Schedule
      VIII
            -
            Letters
      of Credit





Exhibits




Exhibit
      A
            -
            Form
      of Withdrawal Certificate











BORROWER
SECURITY AGREEMENT




BORROWER
SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise
modified from time to time, this “Agreement”) dated as
of [_______________] made by Puget Merger Sub Inc., a Washington corporation
(the “Merger
Sub”) to Barclays Bank PLC, as collateral agent (together with any
successor collateral agent appointed pursuant to the Collateral Agency
Agreement, the “Collateral Agent”)
for the Secured Parties.




PRELIMINARY
STATEMENTS.




(1)       The
Merger Sub entered into a Credit Agreement dated as of May 16, 2008 (said
Agreement, as it may hereafter be amended, amended and restated, supplemented or
otherwise modified from time to time, being the “Credit Agreement”)
with the Lenders and the other parties thereto.




(2)       Puget
Energy Inc., a Washington corporation (the “Company”), upon the
consummation of the Merger, shall assume, pursuant to the Assumption Agreement,
all of the obligations of the Merger Sub under the Credit Agreement, this
Agreement and all of the other Financing Documents to which the Merger Sub is a
party, and will be the owner of the shares of stock or other Equity Interests
(the “Initial Pledged
Equity”) set forth opposite the Borrower’s name on and as otherwise
described in Part I of Schedule I hereto and
issued by PSE.  The Merger Sub (prior to the Effective Time) and the
Company (upon and after the Effective Time) are referred to herein as the
“Borrower”.




(3)       The
Borrower is the owner of the deposit accounts (the “Pledged Deposit
Accounts”) set forth opposite its name on Schedule II
hereto.




(4)       The
Borrower is the owner of Account No. 110789 (the “Lock-Up Account”),
with The Bank of New York Mellon at its office at 101 Barclay Street, Floor 8W,
New York, NY 10286, Attention: Corporate Finance Group.




(5)       It
is a condition precedent to the making of Loans by the Lenders under the Credit
Agreement and the entry into Interest Hedging Agreements by the Interest Rate
Hedge Banks from time to time that the Borrower shall have granted the security
interest contemplated by this Agreement.  The Borrower will derive
substantial direct and indirect benefit from the transactions contemplated by
the Financing Documents.




(6)       Terms
defined in the Credit Agreement and not otherwise defined in this Agreement are
used in this Agreement as defined in the Credit Agreement.  Further,
unless otherwise defined in this Agreement or in the Credit Agreement, terms
defined in Article 8 or 9 of the UCC (as defined below) are used in this
Agreement as such terms are defined in such Article 8 or 9.  The term
“Withdrawal
Certificate” shall mean a certificate substantially in the form of
Exhibit A, and the term “Withdrawal Date”
shall mean any date on which a withdrawal is to be made from the Lock-Up
Account.




(7)       “UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New York;
provided that, if
perfection or the effect of perfection or non perfection or the priority of the
security interest in any Collateral is governed by the Uniform
Commercial




Code as
in effect in a jurisdiction other than the State of New York, “UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non perfection or priority.




NOW,
THEREFORE, in consideration of the premises and in order to induce the Lenders
to make Loans under the Credit Agreement and to induce the Interest Rate Hedge
Banks to enter into Interest Hedging Agreements from time to time, the Borrower
hereby agrees with the Collateral Agent for the ratable benefit of the Secured
Parties as follows:




Section
1.  Grant of
Security.  The Borrower hereby grants to the Collateral Agent,
for the ratable benefit of the Secured Parties, a security interest in the
Borrower’s right, title and interest in and to the following, in each case, as
to each type of property described below, whether now owned or hereafter
acquired by the Borrower, wherever located, and whether now or hereafter
existing or arising (collectively, the “Collateral”):




(a)       all
equipment in all of its forms, including, without limitation, all machinery,
tools, motor vehicles, vessels, aircraft, furniture and fixtures, and all parts
thereof and all accessions thereto, including, without limitation, computer
programs and supporting information that constitute equipment within the meaning
of the UCC (any and all such property being the “Equipment”);




(b)       all
inventory in all of its forms, including, without limitation, (i) all raw
materials, work in process, finished goods and materials used or consumed in the
manufacture, production, preparation or shipping thereof, (ii) goods in which
the Borrower has an interest in mass or a joint or other interest or right of
any kind (including, without limitation, goods in which the Borrower has an
interest or right as consignee) and (iii) goods that are returned to or
repossessed or stopped in transit by the Borrower, and all accessions thereto
and products thereof and documents therefor, including, without limitation,
computer programs and supporting information that constitute inventory within
the meaning of the UCC (any and all such property being the “Inventory”);




(c)       all
accounts (including, without limitation, health-care-insurance receivables),
chattel paper (including, without limitation, tangible chattel paper and
electronic chattel paper), instruments (including, without limitation,
promissory notes), letter-of-credit rights, general intangibles (including,
without limitation, payment intangibles) and other obligations of any kind,
whether or not arising out of or in connection with the sale or lease of goods
or the rendering of services and whether or not earned by performance, and all
rights now or hereafter existing in and to all supporting obligations and in and
to all security agreements, mortgages, Liens, leases, letters of credit and
other contracts securing or otherwise relating to the foregoing property (any
and all of such accounts, chattel paper, instruments, letter-of-credit rights,
general intangibles and other obligations, to the extent not referred to in
clause (d), (e), (f) or (g) below, being the “Receivables,” and any
and all such supporting obligations, security agreements, mortgages, Liens,
leases, letters of credit and other contracts being the “Related
Contracts”);




(d)       the
following (the “Security
Collateral”):




(i)         the
Initial Pledged Equity and the certificates, if any, representing the Initial
Pledged Equity, and all dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Initial
Pledged Equity and all warrants, rights or options issued thereon or with
respect thereto;




(ii)         all
additional shares of stock and other Equity Interests in PSE from time to time
acquired by the Borrower in any manner (such shares and other Equity Interests,
together with the Initial Pledged Equity, being the “Pledged Equity”), and
the certificates, if any, representing such additional shares or other Equity
Interests, and all dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such shares
or other Equity Interests and all warrants, rights or options issued thereon or
with respect thereto;




(iii)         all
indebtedness from time to time owed to the Borrower (such indebtedness being the
“Pledged Debt”)
and the instruments, if any, evidencing such indebtedness, and all interest,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
indebtedness;




(iv)         the
Lock-Up Account, all security entitlements with respect to all financial assets
from time to time credited to the Lock-Up Account, and all financial assets, and
all dividends, distributions, return of capital, interest, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such security entitlements or
financial assets and all warrants, rights or options issued thereon or with
respect thereto; and




(v)         all
other investment property (including, without limitation, all (A) securities,
whether certificated or uncertificated, (B) security entitlements, (C)
securities accounts, (D) commodity contracts and (E) commodity accounts) in
which the Borrower has now, or acquires from time to time hereafter, any right,
title or interest in any manner, and the certificates or instruments, if any,
representing or evidencing such investment property, and all dividends,
distributions, return of capital, interest, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of such investment property and all warrants, rights
or options issued thereon or with respect thereto;




(e)       each
of the agreements listed on Schedule III hereto
and each Interest Hedging Agreement to which the Borrower is now or may
hereafter become a party, in each case as such agreements may be amended,
amended and restated, supplemented or otherwise









modified
from time to time (collectively, the “Assigned
Agreements”), including, without limitation, (i) all rights of the
Borrower to receive moneys due and to become due under or pursuant to the
Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to the Assigned
Agreements, (iii) claims of the Borrower for damages arising out of or for
breach of or default under the Assigned Agreements and (iv) the right of the
Borrower to terminate the Assigned Agreements, to perform thereunder and to
compel performance and otherwise exercise all remedies thereunder (all such
Collateral being the “Agreement
Collateral”);




(f)       the
following (collectively, the “Account
Collateral”):




(i)         the
Pledged Deposit Accounts, other deposit accounts and all funds from time to time
credited thereto, and all certificates and instruments, if any, from time to
time representing or evidencing the Pledged Deposit Accounts;




(ii)         all
promissory notes, certificates of deposit, checks and other instruments from
time to time delivered to or otherwise possessed by the Collateral Agent for or
on behalf of the Borrower in substitution for or in addition to any or all of
the then existing Account Collateral; and




(iii)         all
interest, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the then existing Account Collateral;




(g)       the
following (collectively, the “Intellectual Property
Collateral”):




(i)         all
patents, patent applications, utility models and statutory invention
registrations, all inventions claimed or disclosed therein and all improvements
thereto (“Patents”);




(ii)         all
trademarks, service marks, domain names, trade dress, logos, designs, slogans,
trade names, business names, corporate names and other source identifiers,
whether registered or unregistered (provided that no security interest shall be
granted in United States intent-to-use trademark applications to the extent
that, and solely during the period in which, the grant of a security interest
therein would impair the validity or enforceability of such intent-to-use
trademark applications under applicable federal law), together, in each case;
with the goodwill symbolized thereby (“Trademarks”);




(iii)         all
copyrights, including, without limitation, copyrights in Computer Software (as
hereinafter defined), internet web sites and the content thereof, whether
registered or unregistered (“Copyrights”);




(iv)         all
computer software, programs and databases (including, without limitation, source
code, object code and all related applications and data files), firmware and
documentation and materials relating thereto, together with any and all
maintenance rights, service rights, programming rights, hosting rights, test
rights, improvement rights, renewal rights and indemnification rights and
any


substitutions,
replacements, improvements, error corrections, updates and new versions of any
of the foregoing (“Computer
Software”);




(v)         all
confidential and proprietary information, including, without limitation,
know-how, trade secrets, manufacturing and production processes and techniques,
inventions, research and development information, databases and data, including,
without limitation, technical data, financial, marketing and business data,
pricing and cost information, business and marketing plans and customer and
supplier lists and information (collectively, “Trade Secrets”), and
all other intellectual, industrial and intangible property of any type,
including, without limitation, industrial designs and mask works (in each case,
subject to the exclusion for intent to use applications set forth in clause (ii)
above);




(vi)         all
registrations and applications for registration for any of the foregoing,
including, without limitation, those registrations and applications for
registration set forth in Schedule IV hereto,
together with all reissues, divisions, continuations, continuations-in-part,
extensions, renewals and reexaminations thereof (in each case, subject to the
exclusion for intent to use applications set forth in clause (ii)
above);




(vii)         all
tangible embodiments of the foregoing, all rights in the foregoing provided by
international treaties or conventions, all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of the Borrower
accruing thereunder or pertaining thereto;




(viii)         all
agreements, permits, consents, orders and franchises relating to the license,
development, use or disclosure of any of the foregoing to which the Borrower,
now or hereafter, is a party or a beneficiary, including, without limitation,
the agreements set forth in Schedule IV hereto;
and




(ix)         any
and all claims for damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or breach with
respect to any of the foregoing, with the right, but not the obligation, to sue
for and collect, or otherwise recover, such damages;




(h)       the
commercial tort claims described in Schedule V hereto
(together with any commercial tort claims as to which the Borrower have complied
with the requirements of Section
17);




(i)       all
books and records (including, without limitation, customer lists, credit files,
printouts and other computer output materials and records) of the Borrower
pertaining to any of the Collateral; and




(j)       all
proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and supporting obligations relating
to, any and all of the Collateral (including, without limitation, proceeds,
collateral and supporting obligations that constitute property of the types
described in clauses
(a) through (i) of this Section 1) and, to
the extent not otherwise included, all (A) payments under insurance


(whether
or not the Collateral Agent is the loss payee thereof), or any indemnity,
warranty or guaranty, payable by reason of loss or damage to or otherwise with
respect to any of the foregoing Collateral, and (B) cash.




Provided, however,
that in no event shall Collateral (or any of the sub-categories of Collateral
defined above) include: (a) any lease, license, contract or agreement to which
the Borrower is a party, and any of its rights or interest thereunder, if and to
the extent that a security interest is prohibited by or in violation of (i) any
law, rule or regulation applicable to the Borrower, or (ii) a term, provision or
condition of any such lease, license, contract, property right or agreement
(unless such law, rule, regulation, term, provision or condition would be
rendered ineffective with respect to the creation of the security interest
hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any
successor provision or provisions) of any relevant jurisdiction or any other
applicable law (including the Bankruptcy Code) or principles of equity; provided further that in no
event shall the Security Collateral be excluded by the first proviso in this
paragraph, or (b) in any of the outstanding capital stock of (i) a Controlled
Foreign Corporation (within the meaning of Section 957 of the Internal Revenue
Code of 1986, as amended) in excess of 65% of the voting power of all classes of
capital stock of such Controlled Foreign Corporation entitled to vote and (ii)
any subsidiary of any such Controlled Foreign Corporation.




Section
2.  Security
for Obligations.  This Agreement secures, in the case of the
Borrower, the payment of all Secured Obligations of the
Borrower.  Without limiting the generality of the foregoing, this
Agreement secures, as to the Borrower, the payment of all amounts that
constitute part of the Secured Obligations and would be owed by the Borrower to
any Secured Party under the Financing Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Borrower.




Section
3.  Borrower
Remain Liable.  Anything herein to the contrary
notwithstanding, (a) the Borrower shall remain liable under the contracts and
agreements included in the Borrower’s Collateral to the extent set forth therein
to perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by the Collateral Agent
of any of the rights hereunder shall not release the Borrower from any of its
duties or obligations under the contracts and agreements included in the
Collateral and (c) no Secured Party shall have any obligation or liability under
the contracts and agreements included in the Collateral by reason of this
Agreement or any other Financing Document, nor shall any Secured Party be
obligated to perform any of the obligations or duties of the Borrower thereunder
or to take any action to collect or enforce any claim for payment assigned
hereunder.




Section
4.  Delivery
and Control of Security Collateral.  (a) All certificated
securities or instruments representing or evidencing Security Collateral shall
be delivered to and held by or on behalf of the Collateral Agent pursuant hereto
and shall be in suitable form for transfer by delivery, or shall be accompanied
by duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Collateral Agent.  The Collateral Agent
shall have the right at any time to exchange certificates or instruments representing
or evidencing Security Collateral for certificates or instruments of smaller or
larger denominations.




(b)       With
respect to the Lock-Up Account and any Security Collateral that constitutes a
security entitlement as to which the financial institution acting as Collateral
Agent hereunder is not the securities intermediary, the Borrower will cause the
securities intermediary with respect to such Account or security entitlement
either (i) to identify in its records the Collateral Agent as the entitlement
holder thereof or (ii) to agree with the Borrower and the Collateral Agent that
such securities intermediary will comply with entitlement orders originated by
the Collateral Agent without further consent of the Borrower, such agreement to
be in form and substance reasonably satisfactory to the Collateral Agent (a
“Securities Account
Control Agreement” or “Securities/Deposit Account
Control Agreement,” respectively)




(c)       With
respect to any Security Collateral that constitutes an uncertificated security,
the Borrower will cause the issuer thereof either (i) to register the Collateral
Agent as the registered owner of such security or (ii) to agree with the
Borrower and the Collateral Agent that such issuer will comply with instructions
with respect to such security originated by the Collateral Agent without further
consent of the Borrower, such agreement to be in form and substance satisfactory
to the Collateral Agent (such agreement being an “Uncertificated Security
Control Agreement”).




(d)       The
Collateral Agent shall have the right at any time to convert Security Collateral
consisting of financial assets credited to the Securities Account to Security
Collateral consisting of financial assets held directly by the Collateral Agent,
and to convert Security Collateral consisting of financial assets held directly
by the Collateral Agent to Security Collateral consisting of financial assets
credited to the Lock-Up Account.




(e)       The
balance from time to time in the Lock-Up Account shall constitute part of the
Collateral hereunder and, except as otherwise provided herein, shall not
constitute payment of the Secured Obligations until the occurrence of a Cash
Sweep Date, whereupon a portion of such amounts standing to the credit of the
Lock-Up Account shall be applied as provided in Section 2.03(b)(i)(B)
of the Credit Agreement.




Section
5.  Deposit
Accounts.  So long as any Secured Obligation shall remain
unpaid, any Interest Hedging Agreement shall be in effect or any Lender shall
have any Commitment:




(a)       The
Borrower will maintain deposit accounts only with the financial institution
acting as Collateral Agent hereunder or with a bank (a “Pledged Account
Bank”) that has agreed with the Borrower and the Collateral Agent to
comply with instructions originated by the Collateral Agent directing the
disposition of funds in such deposit account without the further consent of the
Borrower, such agreement to be in form and substance reasonably satisfactory to
the Collateral Agent (a “Deposit Account Control
Agreement”); provided, however, this Section 5(a) shall
not apply to deposit accounts (i) with an aggregate balance of no more than
$250,000 at any time or (ii) operated solely as a payroll account.




(b)       The
Borrower agrees to terminate any or all Pledged Deposit Accounts and related
Deposit Account Control Agreements upon request by the Collateral
Agent.




(c)       The
Collateral Agent may, at any time and without notice to, or consent from, the
Borrower, transfer, or direct the transfer of, funds from the Pledged Deposit
Accounts to satisfy the Borrower’s obligations under the Financing Documents if
an Event of Default shall have occurred and be continuing.  In the
event that such a transfer shall take place, the Collateral Agent agrees to
provide notice to the Borrower thereafter as required by law, provided that the
failure to provide such notice shall not result in any liability under this
Agreement.




Section
6.  Reserved.




Section
7.  Release
of Amounts.  (a) So long as no Default under Section 8.01(a), (f)
or (k) of the
Credit Agreement or Event of Default shall have occurred and be continuing, the
Collateral Agent will pay and release, or direct the applicable Pledged Account
Bank to pay and release, to the Borrower or at its order such amount, if any, as
is then on deposit in the Pledged Deposit Accounts, in each case to the extent
permitted to be released under the terms of the Credit Agreement.




(b)       The
following provisions shall apply to withdrawals from the Lock-Up
Account:




(i)       Withdrawal
Certificate.




(A)         Upon
the conclusion of a Lock-Up Period, the Borrower shall be entitled to withdraw
monies from the Lock-Up Account by delivering to the Collateral Agent a
Withdrawal Certificate signed by the Borrower.




(B)         The
Borrower shall not be entitled to request any withdrawal from the Lock-Up
Account during the Lock-Up Period except withdrawals permitted pursuant to Section 7.05(d) of
the Credit Agreement.  Any Withdrawal Certificate provided to the
Collateral Agent by the Borrower during a Lock-Up Period shall be accompanied by
a certification of an Authorized Officer of the Borrower in accordance with
clause (C)
below, (including a certification with respect to the Distributable Cash
balance, if applicable); and




(C)         No
later than three Business Days prior to the Withdrawal Date, the Borrower shall
deliver to the Facility Agent and the Collateral Agent for purposes of any
withdrawal, a Withdrawal Certificate, signed by an Authorized Officer of the
Borrower specifying:




(i)         the
amount requested to be withdrawn from the Lock-Up Account;




(ii)         the
relevant Withdrawal Date on which such withdrawal is to be made;




(iii)         the
purpose for which the amount so withdrawn is to be used;




(iv)         for
any withdrawal under clause (A) above,
that the Borrower is not and will not be, after giving effect to such withdrawal
in Default and, no Default or Event of Default may reasonably be expected to
occur as a result of such withdrawal or the application of the withdrawn amounts
in the manner contemplated by such Withdrawal Certificate; and




(v)         a
certificate with respect to the Distributable Cash Balance on the date of the
Withdrawal Certificate.




(ii)       Agents’ Review of Certificates;
Delivery to Collateral Agent.




(A)         In
the event that prior to the relevant Withdrawal Date, the Facility Agent shall
reasonably determine that a Withdrawal Certificate is inconsistent with or
otherwise fails to satisfy the provisions of this Agreement and the other
Financing Documents, the Facility Agent shall notify the Collateral Agent and
the Borrower in writing promptly but in no case later than the third Business
Day following the Facility Agent’s receipt of such Withdrawal Certificate and
may either (A) return such Withdrawal Certificate to the Borrower with its
determinations noted thereon; or (B) in consultation with the Borrower, make
such corrections as it reasonably deems necessary to satisfy the requirements of
this Agreement.  The Facility Agent and the Borrower will endeavor to
agree and complete the final form Withdrawal Certificate and deliver such
certificate to the Collateral Agent, no later than the Business Day prior to the
Withdrawal Date to which such certificate relates.




(B)         The
Facility Agent and the Collateral Agent each shall countersign any accepted
Withdrawal Certificate (which acceptance or counter-signature shall not be
unreasonably withheld, conditioned or delayed), and the Collateral Agent shall
implement such Withdrawal Certificate in accordance with Section
7(b)(iii).




(iii)       Implementation of
Withdrawal.Except as otherwise provided in this Agreement,
following receipt of an executed Withdrawal Certificate, the Collateral Agent
shall pay or transfer the amount(s) specified in such Withdrawal Certificate by
requesting that the Account Bank initiate such payment or transfer not later
than 12:00 Noon (New York City time) on the Withdrawal Date set out in such
Withdrawal Certificate for such payment or transfer (or if such certificate is
not received by the Collateral Agent at least one Business Day prior to such
Withdrawal Date, by 12:00 Noon (New York City time) on the next succeeding
Business Day following delivery of such Withdrawal Certificate to the Collateral
Agent).




Section
8.  Representations and
Warranties.  The Borrower represents and warrants as follows as
of the date hereof:




(a)       The
Borrower’s exact legal name, type of organization, jurisdiction of organization
and organizational identification number is set forth in Schedule VI
hereto.  The Borrower has no trade names other than as listed on Schedule VI
hereto.  Within the five years preceding the date hereof, the Borrower
has not changed its name, type of organization, jurisdiction of organization or
organizational identification number from those set forth in Schedule VIhereto
except as set forth in Schedule VII
hereto.




(b)       The
Borrower is the legal and beneficial owner of the Collateral granted or
purported to be granted by it free and clear of any Lien, claim, option or right
of others, except for the security interest created under this Agreement or
permitted under the Credit Agreement.  No effective financing
statement or other instrument similar in effect covering all or any part of such
Collateral or listing the Borrower or any trade name of the Borrower as debtor
is on file in any recording office, except such as may have been filed in favor
of the Collateral Agent relating to the Financing Documents.




(c)       The
Borrower has no material Equipment or Inventory.




(d)       None
of the Receivables or Agreement Collateral is evidenced by a promissory note or
other instrument in excess of $250,000 that has not been delivered to the
Collateral Agent.




(e)       PSE,
as an issuer of Security Collateral, has received notice of the security
interest granted hereunder.




(f)       The
Pledged Equity pledged by the Borrower hereunder has been duly authorized and
validly issued and is fully paid and non assessable.  The Pledged Debt
pledged by the Borrower hereunder has been duly authorized, authenticated or
issued and delivered, is the legal, valid and binding obligation of the issuers
thereof, is evidenced by one or more promissory notes (which promissory notes
have been delivered to the Collateral Agent) and is not in default.




(g)       The
Initial Pledged Equity pledged by the Borrower constitutes 100% of the issued
and outstanding Equity Interests of PSE.




(h)       The
Borrower has no investment property, other than the investment property listed
on Schedule I
hereto and additional investment property as to which the Borrower has complied
with the requirements of Section
4.




(i)       The
Assigned Agreements to which the Borrower is a party, true and complete copies
of which (other than the Interest Hedging Agreements) have been furnished to the
Collateral Agent, have been duly authorized, executed and delivered by all
parties thereto, have not been amended, amended and restated, supplemented or
otherwise modified, are in full force and effect and are binding upon and
enforceable against all parties thereto in accordance with their
terms.  The Borrower is not in default and, to the Borrower’s
knowledge, there exists no default under any Assigned Agreement to which the
Borrower is a party by any other party thereto.




(j)       The
Borrower has no deposit accounts, other than the Pledged Deposit Accounts listed
on Schedule II
hereto and additional Pledged Deposit Accounts as to which the Borrower has
complied with the applicable requirements of Section
5.




(k)       The
Borrower is not a beneficiary or assignee under any letter of credit, other than
the letter of credit described in Schedule VIII hereto
and additional letters of credit as to which the Borrower has complied with the
requirements of Section
16.




(l)       This
Agreement creates in favor of the Collateral Agent for the benefit of the
Secured Parties a valid security interest in the Collateral granted by the
Borrower, securing the payment of the Secured Obligations; all actions necessary
to obtain control of Collateral as provided in Sections 9-104, 9-106 and 9-107
of the UCC have been taken (other than deposit accounts described in Section 5(a)) and
upon the filing with the Washington Department of Licensing of an appropriate
UCC financing statement naming the Borrower as debtor and the Collateral Agent
as secured party and describing the collateral as “all assets” the security
interest of the Collateral Agent in all collateral that can be perfected by the
filing of a UCC financing statement will be taken and such security interest
will be perfected and will be first priority, subject to no other Liens other
than Permitted Collateral Liens.




(m)       No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is
required for (i) the grant by the Borrower of the security interest granted
hereunder or for the execution, delivery or performance of this Agreement by the
Borrower, (ii) the perfection or maintenance of the security interest created
hereunder (including the first priority nature of such security interest),
except for the filing of financing and continuation statements under the UCC,
which financing statements have been duly filed and are in full force and
effect, the recordation of the Intellectual Property Security Agreements
referred to in Section
13(f) with the U.S. Patent and Trademark Office and the U.S. Copyright
Office, and the actions described in Section 4 with
respect to the Security Collateral, which actions have been taken and are in
full force and effect, or (iii) the exercise by the Collateral Agent of its
voting or other rights provided for in this Agreement or the remedies in respect
of the Collateral pursuant to this Agreement, except as may be required in
connection with the disposition of any portion of the Security Collateral by
laws affecting the offering and sale of securities generally or as may be
required in connection with the disposition of any portion of the Collateral
under Section 203 of the Federal Power Act or chapter 80.12 of the Revised Code
of Washington.




(n)       The
Borrower has no material Intellectual Property Collateral.




(o)       The
Borrower has no commercial tort claims other than those listed in Schedule V hereto and
additional commercial tort claims as to which the Borrower has complied with the
requirements of Section
17.




Section
9.  Further
Assurances.  (a) The Borrower agrees that from time to time, at
the expense of the Borrower, the Borrower will promptly execute and deliver, or
otherwise authenticate, all further instruments and documents, and take all
further action that may be necessary or desirable, or that the Collateral Agent
may reasonably request, in order to perfect and protect any pledge or security
interest granted or purported to be granted by the Borrower hereunder or to
enable the Collateral Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral of the Borrower; provided, however,
that in no event shall the Borrower be required to cause the notation of any
security interest on any certificate of title.




(b)       The
Borrower hereby authorizes the Collateral Agent to file one or more financing or
continuation statements, and amendments thereto, including, without limitation,
one or more financing statements indicating that such financing statements cover
all assets or all personal property (or words of similar effect) of the
Borrower, regardless of whether any particular asset described in such financing
statements falls within the scope of the UCC or the granting clause of this
Agreement.  A photocopy or other reproduction of this Agreement shall
be sufficient as a financing statement where permitted by law.  The
Borrower ratifies its authorization for the Collateral Agent to have filed such
financing statements, continuation statements or amendments filed prior to the
date hereof.




(c)       The
Borrower will furnish to the Collateral Agent from time to time statements and
schedules further identifying and describing the Collateral of the Borrower and
such other reports in connection with such Collateral as the Collateral Agent
may reasonably request, all in reasonable detail.




Section
10.  Reserved.




Section
11.  Reserved.




Section
12.  Post-Closing Changes;
Collections on Assigned Agreements, Receivables and Related
Contracts.  (a) The Borrower will not change its name, type of
organization, jurisdiction of organization or organizational identification
number from those set forth in Section 8(a) of this
Agreement (except in connection with the Merger) without first giving at least
20 days’ prior written notice to the Collateral Agent and taking all action
reasonably required by the Collateral Agent for the purpose of perfecting or
protecting the security interest granted by this Agreement.  The
Borrower will hold and preserve its records relating to the Collateral,
including, without limitation, the Assigned Agreements and Related Contracts,
and will permit representatives of the Collateral Agent to inspect and make
abstracts from such records and other documents as set forth in Section 6.18 of the
Credit Agreement.  If the Borrower does not have an organizational
identification number and later obtains one, it will forthwith notify the
Collateral Agent of such organizational identification number.




(b)       Except
as otherwise provided in this subsection (b), the
Borrower will continue to collect, at its own expense, all amounts due or to
become due the Borrower under the Assigned Agreements, Receivables and Related
Contracts.  In connection with such collections, the Borrower may take
such action as the Borrower or the Collateral Agent may deem necessary to
enforce collection of the Assigned Agreements, Receivables and Related
Contracts; provided,
however, that the
Collateral Agent shall have the right at any time, upon the occurrence and
during the continuance of an Event of Default and upon written notice to the
Borrower of its intention to do so, to notify the Obligors under any Assigned
Agreements, Receivables and Related Contracts of the assignment of such Assigned
Agreements, Receivables and Related Contracts to the Collateral Agent and to
direct such Obligors to make payment of all amounts due or to become due to the
Borrower thereunder directly to the Collateral Agent and, upon such notification
and at the expense of the Borrower, to enforce collection of any such Assigned
Agreements, Receivables and Related Contracts, to adjust, settle or compromise
the amount or payment thereof, in the same manner and to the same extent as the
Borrower might have done, and to otherwise exercise all rights with respect to
such Assigned Agreements, Receivables and Related
Contracts, including, without limitation, those set forth in Section 9-607 of
the UCC.  After receipt by the Borrower of the notice from the
Collateral Agent referred to in the proviso to the preceding sentence, (i) all
amounts and proceeds (including, without limitation, instruments) received by
the Borrower in respect of the Assigned Agreements, Receivables and Related
Contracts of the Borrower shall be received in trust for the benefit of the
Collateral Agent hereunder, shall be segregated from other funds of the Borrower
and shall be forthwith paid over to the Collateral Agent in the same form as so
received (with any necessary indorsement) to be deposited in an account secured
for the benefit of the Collateral Agent on behalf of the Secured Parties and
either (A) released to the Borrower on the terms set forth in Section 7 so long as
no Default under Section 8.01(a), (f)or(k)
of the Credit Agreement or any Event of Default shall have occurred and be
continuing or (B) if any such event shall have occurred and be continuing,
applied as provided in Section 22(b) and
(ii) the Borrower will not adjust, settle or compromise the amount or payment of
any Receivable or amount due on any Assigned Agreement or Related Contract,
release wholly or partly any Obligor thereof or allow any credit or discount
thereon.  The Borrower will not permit or consent to the subordination
of its right to payment under any of the Assigned Agreements, Receivables and
Related Contracts to any other Indebtedness or obligations of the Obligor
thereof.




Section
13.  As to
Intellectual Property Collateral.  The Borrower agrees that
should it obtain an ownership interest in any item of the type set forth in
Section 1(g),
(a) the provisions of this Agreement shall automatically apply thereto and (b)
the Borrower shall execute and deliver to the Collateral Agent any agreement,
instrument or other document reasonably requested by the Collateral Agent to
perfect the security interest in such Collateral.




Section
14.  Voting
Rights; Dividends; Etc.  (a) So long as no Event of Default
shall have occurred and be continuing:




(i)       The
Borrower shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Security Collateral of the Borrower or any part thereof
for any purpose; provided however, that the Borrower
will not exercise or refrain from exercising any such right if such action would
have a material adverse effect on the value of the Security Collateral or any
part thereof.




(ii)       The
Borrower shall be entitled to receive and retain any and all dividends, interest
and other distributions paid in respect of the Security Collateral of the
Borrower if and to the extent that the payment thereof is not otherwise
prohibited by the terms of the Financing Documents; provided, however, that any and
all




(A)
dividends, interest and other distributions paid or payable other than in cash
in respect of, and instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any Security
Collateral,




(B)
dividends and other distributions paid or payable in cash in respect of any
Security Collateral in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital surplus or
paid in surplus, and




(C) cash
paid, payable or otherwise distributed in respect of principal of, or in
redemption of, or in exchange for, any Security Collateral




shall be,
and shall be forthwith delivered to the Collateral Agent to hold as, Security
Collateral and shall, if received by the Borrower, be received in trust for the
benefit of the Collateral Agent, be segregated from the other property or funds
of the Borrower and be forthwith delivered to the Collateral Agent as Security
Collateral in the same form as so received (with any necessary
indorsement).




(iii)       The
Collateral Agent will execute and deliver (or cause to be executed and
delivered) to the Borrower all such proxies and other instruments as the
Borrower may reasonably request for the purpose of enabling the Borrower to
exercise the voting and other rights that it is entitled to exercise pursuant to
paragraph (i) above and to receive the dividends or interest payments that it is
authorized to receive and retain pursuant to paragraph (ii) above.




(b)       Upon
the occurrence and during the continuance of an Event of Default:




(i)       All
rights of the Borrower (x) to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant
to Section
14(a)(i) shall, upon notice to the Borrower by the Collateral Agent,
cease and (y) to receive the dividends, interest and other distributions that it
would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii)
shall automatically cease, and all such rights shall thereupon become vested in
the Collateral Agent, which shall thereupon have the sole right to exercise or
refrain from exercising such voting and other consensual rights and to receive
and hold as Security Collateral such dividends, interest and other
distributions.




(ii)       All
dividends, interest and other distributions that are received by the Borrower
contrary to the provisions of paragraph (i) of this Section 14(b) shall
be received in trust for the benefit of the Collateral Agent, shall be
segregated from other funds of the Borrower and shall be forthwith paid over to
the Collateral Agent as Security Collateral in the same form as so received
(with any necessary indorsement).




Section
15.  Reserved.




Section
16.  As to
Letter-of-Credit Rights.  (a) The Borrower, by granting a
security interest in its Receivables consisting of letter-of-credit rights to
the Collateral Agent, intends to (and hereby does) assign to the Collateral
Agent its rights (including its contingent rights) to the proceeds of all
Related Contracts consisting of letters of credit of which it is or hereafter
becomes a beneficiary or assignee.  The Borrower will promptly use
commercially reasonable efforts to cause the issuer of each letter of credit and
each nominated person (if any) with respect thereto to consent to such
assignment of the proceeds thereof pursuant to a consent in form and substance
reasonably satisfactory to the Collateral Agent and deliver written evidence of
such consent to the Collateral Agent.




(b)       Upon
the occurrence of an Event of Default, the Borrower will, promptly upon request
by the Collateral Agent, (i) notify (and the Borrower hereby authorizes the Collateral
Agent to notify) the issuer and each nominated person with respect to each of
the Related Contracts consisting of letters of credit that the proceeds thereof
have been assigned to the Collateral Agent hereunder and any payments due or to
become due in respect thereof are to be made directly to the Collateral Agent or
its designee and (ii) with respect to any letters of credit that are
transferable, arrange for the Collateral Agent to become the transferee
beneficiary of letter of credit.




Section
17.  Commercial Tort
Claims.  The Borrower will promptly give notice to the
Collateral Agent of any commercial tort claim that may arise after the date
hereof and will immediately execute or otherwise authenticate a supplement to
this Agreement, and otherwise take all necessary action, to subject such
commercial tort claim to the first priority security interest created under this
Agreement.




Section
18.  Transfers and Other Liens;
Additional Shares.  (a) The Borrower agrees that it will not
(i) sell, assign or otherwise dispose of, or grant any option with respect to,
any of the Collateral other than as permitted under the terms of the Credit
Agreement, or (ii) create or suffer to exist any Lien upon or with respect to
any of the Collateral of the Borrower except for the pledge, assignment and
security interest created under this Agreement and Liens permitted under the
Credit Agreement.




(b)       The
Borrower agrees that it will (i) cause PSE not to issue any Equity Interests in
addition to or in substitution for the Pledged Equity issued by such issuer,
except to the Borrower, and (ii) pledge hereunder, immediately upon its
acquisition (directly or indirectly) thereof, any and all additional Equity
Interests issued to it.




Section
19.  Collateral Agent Appointed
Attorney in Fact.  The Borrower hereby irrevocably appoints the
Collateral Agent the Borrower’s attorney in fact, with full authority in the
place and stead of the Borrower and in the name of the Borrower or otherwise,
from time to time, upon the occurrence and during the continuance of an Event of
Default, in the Collateral Agent’s discretion, to take any action and to execute
any instrument that the Collateral Agent may deem necessary to accomplish the
purposes of this Agreement, including, without limitation:




(a)       to
ask for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of
any of the Collateral,




(b)       to
receive, indorse and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (a) above, and




(c)       to
file any claims or take any action or institute any proceedings that the
Collateral Agent may deem necessary or desirable for the collection of any of
the Collateral or otherwise to enforce compliance with the terms and conditions
of any Assigned Agreement or the rights of the Collateral Agent with respect to
any of the Collateral.




Section
20.  Collateral Agent May
Perform.  If the Borrower fails to perform any agreement
contained herein, the Collateral Agent may, but without any obligation to do so
and without
notice, itself perform, or cause performance of, such agreement, and the
expenses of the Collateral Agent incurred in connection therewith shall be
payable by the Borrower under Section
23.




Section
21.  The
Collateral Agent’s Duties.  (a) The powers conferred on the
Collateral Agent hereunder are solely to protect the Secured Parties’ interest
in the Collateral and shall not impose any duty upon it to exercise any such
powers.  Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Collateral Agent shall have no duty as to any Collateral, as to ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders
or other matters relative to any Collateral, whether or not any Secured Party
has or is deemed to have knowledge of such matters, or as to the taking of any
necessary steps to preserve rights against any parties or any other rights
pertaining to any Collateral.  The Collateral Agent shall be deemed to
have exercised reasonable care in the custody and preservation of any Collateral
in its possession if such Collateral is accorded treatment substantially equal
to that which it accords its own property.




(b)       Anything
contained herein to the contrary notwithstanding, the Collateral Agent may from
time to time, when the Collateral Agent deems it to be necessary, appoint one or
more subagents (each a “Subagent”) for the
Collateral Agent hereunder with respect to all or any part of the
Collateral.  In the event that the Collateral Agent so appoints any
Subagent with respect to any Collateral, (i) the assignment and pledge of such
Collateral and the security interest granted in such Collateral by the Borrower
hereunder shall be deemed for purposes of this Security Agreement to have been
made to such Subagent, in addition to the Collateral Agent, for the ratable
benefit of the Secured Parties, as security for the Secured Obligations, (ii)
such Subagent shall automatically be vested, in addition to the Collateral
Agent, with all rights, powers, privileges, interests and remedies of the
Collateral Agent hereunder with respect to such Collateral, and (iii) the term
“Collateral Agent,” when used herein in relation to any rights, powers,
privileges, interests and remedies of the Collateral Agent with respect to such
Collateral, shall include such Subagent; provided, however, that no such
Subagent shall be authorized to take any action with respect to any such
Collateral unless and except to the extent expressly authorized in writing by
the Collateral Agent.




Section
22.  Remedies.  If
any Event of Default shall have occurred and be continuing:




(a)       The
Collateral Agent may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it, all the
rights and remedies of a secured party upon default under the UCC (whether or
not the UCC applies to the affected Collateral) and also may: (i) require the
Borrower to, and the Borrower hereby agrees that it will at its expense and upon
request of the Collateral Agent forthwith, assemble all or part of the
Collateral as directed by the Collateral Agent and make it available to the
Collateral Agent at a place and time to be designated by the Collateral Agent
that is reasonably convenient to both parties; (ii) without notice except as
specified below, sell the Collateral or any part thereof in one or more parcels
at public or private sale, at any of the Collateral Agent’s offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms
as the Collateral Agent may deem commercially reasonable; (iii) occupy any
premises owned or leased by any of the Borrower
where the Collateral or any part thereof is assembled or located for a
reasonable period in order to effectuate its rights and remedies hereunder or
under law, without obligation to the Borrower in respect of such occupation; and
(iv) exercise any and all rights and remedies of the Borrower under or in
connection with the Collateral, or otherwise in respect of the Collateral,
including, without limitation, (A) any and all rights of the Borrower to demand
or otherwise require payment of any amount under, or performance of any
provision of, the Assigned Agreements, the Receivables, the Related Contracts
and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of
all funds with respect to the Account Collateral and (C) exercise all other
rights and remedies with respect to the Assigned Agreements, the Receivables,
the Related Contracts and the other Collateral, including, without limitation,
those set forth in Section 9-607 of the UCC.  The Borrower agrees
that, to the extent notice of sale shall be required by law, at least ten days’
prior written notice to the Borrower of the time and place of any public sale or
the time after which any private sale is to be made shall constitute reasonable
notification.  The Collateral Agent shall not be obligated to make any
sale of Collateral regardless of notice of sale having been
given.  The Collateral Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was
so adjourned.




(b)       Any
cash held by or on behalf of the Collateral Agent and all cash proceeds received
by or on behalf of the Collateral Agent in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral may, in the
discretion of the Collateral Agent, be held by the Collateral Agent as
collateral for, and/or then or at any time thereafter applied (after payment of
any amounts payable to the Collateral Agent pursuant to Section 23) in whole
or in part by the Collateral Agent for the ratable benefit of the Secured
Parties against, all or any part of the Secured Obligations, in accordance with
the Collateral Agency Agreement.




(c)       All
payments received by the Borrower under or in connection with any Assigned
Agreement or otherwise in respect of the Collateral shall be received in trust
for the benefit of the Collateral Agent, shall be segregated from other funds of
the Borrower and shall be forthwith paid over to the Collateral Agent in the
same form as so received (with any necessary indorsement).




(d)       The
Collateral Agent may, without notice to the Borrower except as required by law
and at any time or from time to time, charge, set off and otherwise apply all or
any part of the Secured Obligations against any funds held with respect to the
Account Collateral or in any other deposit account of the Borrower.




(e)       The
Collateral Agent may send to each bank, securities intermediary or issuer party
to any Deposit Account Control Agreement, Securities/Deposit Account Control
Agreement, Securities Account Control Agreement or Uncertificated Security
Control Agreement a “Notice of Exclusive Control” as defined in and under such
Agreement.




Section
23.  Indemnity and
Expenses.  The Borrower agrees to indemnify, defend and save
and hold harmless each Secured Party, and to pay the expenses of the Collateral
Agent, in each
case in connection with this Agreement, as set forth in Sections 10.04 and
10.05 of the
Credit Agreement.




Section
24.  Amendments; Waivers;
Additional Borrower; Etc.  No amendment or waiver of any
provision of this Agreement, and no consent to any departure by the Borrower
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Collateral Agent (and the Borrower in the case of an amendment
or waiver), and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.  No
failure on the part of the Collateral Agent or any other Secured Party to
exercise, and no delay in exercising any right hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right.




Section
25.  Notices,
Etc.  All notices and other communications provided for
hereunder shall be provided in accordance with the Collateral Agency
Agreement.




Section
26.  Continuing Security
Interest; Assignments under the Credit Agreement.  This
Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the indefeasible payment in full
in cash of the Secured Obligations (other than any contingent indemnity
obligations not then due), termination of the Commitments and the termination or
expiration of the Interest Hedging Agreements, (b) be binding upon the Borrower,
its successors and assigns and (c) inure, together with the rights and remedies
of the Collateral Agent hereunder, to the benefit of the Secured Parties and
their respective successors, transferees and assigns.  Without
limiting the generality of the foregoing clause (c), any
Lender may assign or otherwise transfer all or any portion of its rights and
obligations under the Credit Agreement (including, without limitation, all or
any portion of its Commitments, the Loans owing to it and the Note or Notes, if
any, held by it) to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Lender
herein or otherwise, in each case as provided in Section 10.07 of the
Credit Agreement.




Section
27.  Termination.  Upon
the indefeasible payment in full in cash of the Secured Obligations (other than
any contingent indemnity obligations not then due), termination of the
Commitments and the termination or expiration of the Interest Hedging
Agreements, the security interest created by this Agreement shall terminate and
all rights to the Collateral shall revert to the Borrower, and the Collateral
Agent shall (at the written request and sole cost and expense of the Borrower)
promptly cause to be transferred and delivered, against receipt but without any
recourse, warranty or representation whatsoever, any remaining Collateral and
money received in respect thereof, to or on the order of the
Borrower.  The Collateral Agent shall also (at the written request and
sole cost and expense of the Borrower) promptly execute and deliver to the
Borrower upon such termination such Uniform Commercial Code termination
statements, and such other documentation as shall be reasonably requested by the
Borrower to effect the termination and release of the Liens on the
Collateral.




Section
28.  Reserved.




Section
29.  Execution in
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Agreement by telecopier or other means of electronic delivery shall be
effective as delivery of an original executed counterpart of this
Agreement.




Section
30.  Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.




Any legal
action or proceeding arising under this Agreement or in any way connected with
or related or incidental to the dealings of the parties hereto or any of them
with respect to this Agreement, in each case whether now existing or hereafter
arising, may be brought in the courts of the State of New York sitting in New
York City or of the United States for the Southern District of such state, and
by execution and delivery of this Agreement, the Borrower consents, for itself
and in respect of its property, to the non-exclusive jurisdiction of those
courts.  The Borrower waives any objection, including any objection to
the laying of venue or based on the grounds of forum non conveniens, which
it may now or hereafter have to the bringing of any action or proceeding in such
jurisdiction in respect of this Agreement or any Financing
Document.




Section
31.  Waiver
of Right to Trial by Jury.  Each party to this Agreement hereby
expressly waives any right to trial by jury of any claim, demand, action or
cause of action arising under this Agreement or in any way connected with or
related or incidental to its dealings with respect to this Agreement, or the
transactions related thereto, in each case whether now existing or hereafter
arising, and whether founded in contract or tort or otherwise; and each party to
this Agreement hereby agrees and consents that any such claim, demand, action or
cause of action shall be decided by court trial without a jury, and that any
party to this Agreement may file an original counterpart or a copy of this Section 31 with any
court as written evidence of the consent of the signatories hereto to the waiver
of its right to trial by jury.







[Signature
Page Follows]













IN
WITNESS WHEREOF, each of the undersigned by its officer duly authorized has
caused this Collateral Agency Agreement to be duly executed and delivered as of
the date first above written.




PUGET
      MERGER SUB INC.
              
              
              
              By:   _______________________________________________
              Name:
              Title:By:    _______________________________________________
              Name:
              Title:

















BARCLAYS
      BANK PLC, as Collateral Agent
              
              
              By   ________________________________________
              Title:














EXHIBIT
C-2


To Credit
Agreement



















PLEDGE
AGREEMENT









Dated
[__________]




From




PUGET
EQUICO LLC




as
Pledgor




to




BARCLAYS
BANK PLC




as Collateral
Agent













T
A B L E  OF  C O N T E N T S




Section Page




Section
1.                      Grant
of Security




Section
2.                      Security
for Obligations




Section
3.                      Pledgor
Remains Liable




Section
4.                      Delivery
and Control of Security Collateral




Section
5.                      Representations
and Warranties




Section
6.                      Further
Assurances




Section
7.                      Post-Closing
Changes; Certain Additional Covenants




Section
8.                      Voting
Rights; Dividends; Etc.




Section
9.                      Transfers
and Other Liens; Additional Shares




Section
10.                      Collateral
Agent Appointed Attorney-in-Fact




Section
11.                      Collateral
Agent May Perform




Section
12.                      The
Collateral Agent’s Duties




Section
13.                      Remedies




Section
14.                      Indemnity
and Expenses




Section
15.                      Amendments;
Waivers; Etc




Section
16.                      Notices,
Etc




Section
17.                      Continuing
Security Interest; Assignments Under the Credit Agreement




Section
18.                      Termination




Section
19.                      Security
Interest Absolute




Section
20.                      Execution
in Counterparts




Section
21.                      Governing
Law




Section
22.                      Waiver
of Right to Trial by Jury













SCHEDULES




Schedule
      I
            –
            Location,
      Chief Executive Office, Type Of Organization, Jurisdiction Of
      Organization, Organizational Identification Number and Trade
      Names




Schedule
      II
            –
            Pledged
      Equity




Schedule
      III
            –
            Changes
      in Name, Location, Etc.













PLEDGE
AGREEMENT




PLEDGE
AGREEMENT dated as of [__________] as amended, amended and restated,
supplemented or otherwise modified from time to time, this “Agreement”), made by
PUGET EQUICO LLC, a Washington limited liability company (the “Pledgor”), to
BARCLAYS BANK PLC, as collateral agent (in such capacity, together with any
successor collateral agent appointed pursuant to the Collateral Agency
Agreement), the “Collateral Agent”)
for the Secured Parties.




RECITALS.




(1)           Puget
Merger Sub Inc. (the “Borrower”) has
entered into a Credit Agreement dated as of May 16, 2008 (said Agreement, as it
may hereafter be amended, amended and restated, supplemented or otherwise
modified from time to time, being the “Credit Agreement”)
with the Lenders and the other parties thereto.




(2)           Pursuant
to the Credit Agreement, the Pledgor is entering into this Agreement in order to
grant to the Collateral Agent for the ratable benefit of the Secured Parties a
security interest in the Collateral to secure the Secured
Obligations.




(3)           The
Pledgor is the owner of the shares of stock or other Equity Interests (the
“Initial Pledged
Equity”) set forth opposite the Pledgor’s name on and as otherwise
described on Schedule
II hereto and issued by the Borrower.




(4)           It
is a condition precedent to the making of Loans by the Lenders under the Credit
Agreement and the entry into Interest Hedging Agreements by the Interest Rate
Hedge Banks from time to time that the Pledgor shall have granted the security
interest contemplated by this Agreement.




(5)           The
Pledgor will derive substantial direct and indirect benefit from the
transactions contemplated by the Financing Documents.




(6)           Terms
defined in the Credit Agreement and not otherwise defined in this Agreement are
used in this Agreement as defined in the Credit Agreement. Further, unless
otherwise defined in this Agreement or in the Credit Agreement, terms defined in
Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such
terms are defined in such Article 8 or 9. “UCC” means the
Uniform Commercial Code as in effect, from time to time, in the State of New
York; provided
that, if perfection or the effect of perfection or non-perfection or the
priority of any security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York,
“UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.




NOW,
THEREFORE, in consideration of the premises and in order to induce the Lenders
to make Loans under the Credit Agreement and to induce the Interest Rate Hedge
Banks to enter into Interest Hedging Agreements from time to time, the Pledgor
hereby agrees with the Collateral Agent for the ratable benefit of the Secured
Parties as follows:





Section
1.                      Grant of
Security.  The Pledgor hereby grants to the Collateral Agent,
for the ratable benefit of the Secured Parties, a security interest in the
Pledgor’s right, title and interest in and to the following, in each case, as to
each type of property described below, whether now owned or hereafter acquired
by the Pledgor, wherever located, and whether now or hereafter existing or
arising (collectively, the “Collateral”):




(a)           the
following (the “Security
Collateral”):




(i)           the
Initial Pledged Equity and the certificates, if any, representing the Initial
Pledged Equity, and all dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Initial
Pledged Equity and all subscription warrants, rights or options issued thereon
or with respect thereto;




(ii)           all
additional shares of stock and other Equity Interests in the Borrower from time
to time acquired by the Pledgor in any manner (such shares and other Equity
Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and
the certificates, if any, representing such additional shares or other Equity
Interests, and all dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such shares
or other Equity Interests and all subscription warrants, rights or options
issued thereon or with respect thereto; and




(b)           all
proceeds of, collateral for and supporting obligations relating to, any and all
of the Collateral (including, without limitation, proceeds, collateral and
supporting obligations that constitute property of the types described in clause (a) of this
Section 1 and
this clause
(b)) and, to the extent not otherwise included, all (A) payments under
insurance (whether or not the Collateral Agent is the loss payee thereof), or
any indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral and (B)
cash.




Section
2.                      Security for
Obligations. This Agreement secures, in the case of the Pledgor, the
payment of all Secured Obligations. Without limiting the generality of the
foregoing, this Agreement secures, as to the Pledgor, the payment of all amounts
that constitute part of the Secured Obligations and would be owed to any Secured
Party under the Financing Documents but for the fact that they are unenforceable
or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving a Loan Party.




Section
3.                      Pledgor Remains
Liable. Anything herein to the contrary notwithstanding, (a) the Pledgor
shall remain liable under the contracts and agreements included in the
Collateral to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by the Collateral Agent of any of the rights
hereunder shall not release the Pledgor from any of its duties or obligations
under the contracts and agreements included in the Collateral and (c) no Secured
Party shall have any obligation or liability under the contracts and agreements
included in the
Collateral by reason of this Agreement or any other Financing Document, nor
shall any Secured Party be obligated to perform any of the obligations or duties
of the Pledgor thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.




Section
4.                      Delivery and Control of
Security Collateral. (a) All certificates or instruments representing or
evidencing Security Collateral shall be delivered to and held by or on behalf of
the Collateral Agent pursuant hereto and shall be in suitable form for transfer
by delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance reasonably satisfactory to the
Collateral Agent. In addition, upon the occurrence of an Event of Default, the
Collateral Agent shall have the right at any time to exchange certificates or
instruments representing or evidencing Security Collateral for certificates or
instruments of smaller or larger denominations.




(b)           With
respect to any Security Collateral in which the Pledgor has any right, title or
interest and that constitutes an uncertificated security, the Pledgor will cause
the issuer thereof either (i) to register the Collateral Agent as the registered
owner of such security or (ii) to agree in an authenticated record with the
Pledgor and the Collateral Agent that such issuer will comply with instructions
with respect to such security originated by the Collateral Agent without further
consent of the Pledgor, such authenticated record to be in form and substance
satisfactory to the Collateral Agent.




(c)           With
respect to any Security Collateral in which the Pledgor has any right, title or
interest and that is not an uncertificated security, upon the request of the
Collateral Agent, the Pledgor will notify each such issuer of Pledged Equity
that such Pledged Equity is subject to the security interest granted
hereunder.




Section
5.                      Representations and
Warranties. The Pledgor represents and warrants as follows as of the date
hereof:




(a)           The
Pledgor’s exact legal name, as defined in Section 9-503(a) of the UCC, is
correctly set forth in Schedule I hereto.
The Pledgor has not used any trade name. The Pledgor is located (within the
meaning of Section 9-307 of the UCC) in the state or jurisdiction set forth in
Schedule I
hereto. The information set forth in Schedule I hereto
with respect to the Pledgor is true and accurate in all respects. The Pledgor
has not previously changed its name, type of organization, jurisdiction of
organization or organizational identification number from those set forth in
Schedule I
hereto except as disclosed in Schedule III
hereto.




(b)           All
Security Collateral consisting of certificated securities and instruments has
been delivered to the Collateral Agent.




(c)           The
Pledgor is the legal and beneficial owner of the Collateral free and clear of
any Lien, claim, option or right of others, except for the security interest
created under this Agreement or permitted under the Credit Agreement. No
effective financing statement or other instrument similar in effect covering all
or any part of such Collateral or listing the Pledgor or any trade name of the
Pledgor as debtor with respect to such Collateral is on file in any recording
office, except such as may have been filed in favor of the
Collateral Agent relating to the Financing Documents or as otherwise permitted
under the Credit Agreement.




(d)           The
Pledged Equity pledged by the Pledgor hereunder has been duly authorized and
validly issued and is fully paid and non-assessable. With respect to the Pledged
Equity that is an uncertificated security, the Pledgor has caused the issuer
thereof either (i) to register the Collateral Agent as the registered owner of
such security or (ii) to agree in an authenticated record with the Pledgor and
the Collateral Agent that such issuer will comply with instructions with respect
to such security originated by the Collateral Agent without further consent of
the Pledgor.




(e)           The
Initial Pledged Equity pledged by the Pledgor constitutes the percentage of the
issued and outstanding Equity Interests of the issuers thereof indicated on
Schedule II
hereto.




(f)           All
filings and other actions (including without limitation, actions necessary to
obtain control of Collateral as provided in Section 9-106 of the UCC) necessary
to perfect the security interest in the Collateral created under this Agreement
have been duly made or taken and are in full force and effect, and this
Agreement creates in favor of the Collateral Agent for the benefit of the
Secured Parties a valid and, together with such filings and other actions,
perfected first priority security interest in the Collateral (other than
Permitted Collateral Liens), securing the payment of the Secured
Obligations.




(g)           No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is
required for (i) the grant by the Pledgor of the security interest granted
hereunder or for the execution, delivery or performance of this Agreement by the
Pledgor, (ii) the perfection or maintenance of the security interest created
hereunder (including the first priority nature of such security interest),
except for the filing of financing and continuation statements under the UCC,
which financing statements have been duly filed and are in full force and
effect, and the actions described in Section 4 with
respect to Security Collateral, which actions have been taken and are in full
force and effect or (iii) the exercise by the Collateral Agent of its voting or
other rights provided for in this Agreement or the remedies in respect of the
Collateral pursuant to this Agreement, except as may be required in connection
with the disposition of any portion of the Security Collateral by laws affecting
the offering and sale of securities generally or as may be required in
connection with the disposition of any portion of the Collateral under Section
203 of the Federal Power Act or chapter 80.12 of the Revised Code of
Washington.




Section
6.                      Further Assurances.
(a) The Pledgor agrees that from time to time, at the expense of the Pledgor,
the Pledgor will promptly execute and deliver, or otherwise authenticate, all
further instruments and documents, and take all further action that may be
necessary, or that the Collateral Agent may reasonably request, in order to
perfect and protect any pledge or security interest granted or purported to be
granted by the Pledgor hereunder or to enable the Collateral Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, the Pledgor will promptly
with respect to the Collateral: (i) if any such Collateral shall be evidenced by
a promissory note or other instrument, deliver and pledge to the Collateral
Agent hereunder such note or instrument duly indorsed and accompanied by duly
executed instruments of transfer or assignment, all in form and substance
satisfactory to the Collateral Agent; (ii) file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as may
be necessary, or as the Collateral Agent may request, in order to perfect and
preserve the security interest granted or purported to be granted by the Pledgor
hereunder; (iii) deliver and pledge to the Collateral Agent for benefit of the
Secured Parties certificates representing Security Collateral that constitutes
certificated securities, accompanied by undated stock powers executed in blank;
(iv) take all action necessary to ensure that the Collateral Agent has control
of Collateral consisting of investment property as provided in Section 9-106 of
the UCC; and (v) deliver to the Collateral Agent evidence that all other action
that the Collateral Agent may deem reasonably necessary or desirable in order to
perfect and protect the security interest created by the Pledgor under this
Agreement has been taken.




(b)           The
Pledgor hereby authorizes the Collateral Agent to file one or more financing or
continuation statements, and amendments thereto, including, without limitation,
one or more financing statements indicating that such financing statements cover
all Equity Interests in the Borrower owned by the Pledgor, in each case without
the signature of the Pledgor, and regardless of whether any particular asset
described in such financing statements falls within the scope of the UCC or the
granting clause of this Agreement. A photocopy or other reproduction of this
Agreement or any financing statement covering the Collateral or any part thereof
shall be sufficient as a financing statement where permitted by law. The Pledgor
ratifies its authorization for the Collateral Agent to have filed such financing
statements, continuation statements or amendments filed prior to the date
hereof.




(c)           The
Pledgor will furnish to the Collateral Agent from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with such Collateral as the Collateral Agent may
reasonably request, all in reasonable detail.




Section
7.                      Post-Closing Changes;
Certain Additional Covenants. (a) The Pledgor will not change its name,
type of organization, jurisdiction of organization or organizational
identification number or location from those set forth in Section 5(a) of this
Agreement without first giving at least 20 days’ prior written notice to the
Collateral Agent and taking all action reasonably required by the Collateral
Agent for the purpose of perfecting or protecting the security interest granted
by this Agreement. The Pledgor will hold and preserve its records relating to
the Collateral and will permit representatives of the Collateral Agent to
inspect and make abstracts from such records and other documents as set forth in
Section 6.18 of
the Credit Agreement (as if such provisions were applicable to the Pledgor
instead of the Borrower). If the Pledgor does not have an organizational
identification number and later obtains one, it will forthwith notify the
Collateral Agent of such organizational identification number.




(b)           The
Pledgor will not:







(i)           amend
its Organizational Documents unless such amendment could not reasonably be
expected to result in a Material Adverse Effect (with clauses (i) and (ii) of such
definition being applicable to the Pledgor as well as the Borrower and its
Subsidiaries);




(ii)           engage
at any time in any business or business activity (including, without limitation,
any action or transaction that is required or restricted with respect to the
Borrower and its Subsidiaries under Article VII of the
Credit Agreement without regard to any of the enumerated exceptions to such
covenants), other than (A) the ownership and acquisition of Equity Interests in
the Borrower, together with activities reasonably related thereto, (B) the
maintenance of its legal existence, together with activities reasonably related
thereto, (C) the performance of its obligations in connection with the Merger
Agreement and the other agreements contemplated thereby and in the Financing
Documents (subject to any limitations contained therein), (D) actions incidental
to the consummation of the Merger and (E) activities incidental to its
maintenance and continuance and to the foregoing activities (which shall
include, without limitation (1) entering into and incurring obligations under
any insurance contract and employment agreements and benefit plans for
management or employees of the Borrower or any of its Subsidiaries, (2)
incurring liabilities incidental to its existence, (3) entering into agreements
with consultants, auditors and service providers to provide services to the
Borrower or any of its Subsidiaries, (4) maintaining any Deposit Accounts,
Securities Accounts and Lock-Up Accounts permitted or required pursuant to the
Security Agreement, (5) entering into confidentiality and similar agreements for
the Borrower or any of its Subsidiaries and (6) incurring Indebtedness in the
form of Shareholder Funding); provided that (i)
Shareholder Funding in the form of loans or indebtedness to the Pledgor shall
only be permitted to be incurred on or prior to the Financial Closing Date and
(ii) notwithstanding any other provision of clauses (A) through
(E) to the
contrary, Indebtedness other than Shareholder Funding or referred to in clause (2) of the
preceding parenthetical shall not be permitted to be incurred by the Pledgor;
or




(iii)           permit
or consent to any amendment or modification of any of the provisions of the
documentation governing or evidencing the Shareholder Funding, including,
without limitation the Shareholder Loan Subordination Agreement (if applicable),
without the consent of the Collateral Agent or unless such amendment is not
adverse to the Required Voting Parties.




Section
8.                      Voting Rights; Dividends;
Etc. (a) So long as no Event of Default shall have occurred and be
continuing:




(i)           The
Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Security Collateral or any part thereof for any
purpose; provided, however, that the
Pledgor will not exercise or refrain from exercising any such right if such
action would have a material adverse effect on the value of the Security
Collateral or any part thereof.




(ii)           The
Pledgor shall be entitled to receive and retain any and all dividends, interest
and other distributions paid in respect of the Security Collateral if and to the extent
that the payment thereof is not otherwise prohibited by the terms of the
Financing Documents; provided, however, that any and
all:




(A)           dividends,
interest and other distributions paid or payable other than in cash in respect
of, and instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, any Security
Collateral,




(B)           dividends
and other distributions paid or payable in cash in respect of any Security
Collateral in connection with a partial or total liquidation or dissolution or
in connection with a reduction of capital, capital surplus or paid-in-surplus,
and




(C)           cash
paid, payable or otherwise distributed in respect of principal of, or in
redemption of, or in exchange for, any Security Collateral




shall be,
and shall be forthwith delivered to the Collateral Agent to hold as, Security
Collateral and shall, if received by the Pledgor, be received in trust for the
benefit of the Collateral Agent, be segregated from the other property or funds
of the Pledgor and be forthwith delivered to the Collateral Agent as Security
Collateral in the same form as so received (with any necessary
indorsement).




(iii)           The
Collateral Agent will execute and deliver (or cause to be executed and
delivered) to the Pledgor all such proxies and other instruments as the Pledgor
may reasonably request for the purpose of enabling the Pledgor to exercise the
voting and other rights that it is entitled to exercise pursuant to paragraph
(i) above and to receive the dividends or interest payments that it is
authorized to receive and retain pursuant to paragraph (ii) above.




(b)           Upon
the occurrence and during the continuance of an Event of Default:




(i)           All
rights of the Pledgor (x) to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant
to Section
8(a)(i) shall, upon notice to the Pledgor by the Collateral Agent, cease
and (y) to receive the dividends, interest and other distributions that it would
otherwise be authorized to receive and retain pursuant to Section 8(a)(ii)
shall automatically cease, and all such rights shall thereupon become vested in
the Collateral Agent, which shall thereupon have the sole right to exercise or
refrain from exercising such voting and other consensual rights and to receive
and hold as Security Collateral such dividends, interest and other
distributions.




(ii)           All
dividends, interest and other distributions that are received by the Pledgor
contrary to the provisions of paragraph (i) of this Section 8(b) shall be
received in trust for the benefit of the Collateral Agent, shall be segregated
from other funds of the Pledgor and shall be forthwith paid over to the
Collateral Agent as Security Collateral in the same form as so received (with
any necessary indorsement).




Section
9.                      Transfers and Other Liens;
Additional Shares. (a) The Pledgor agrees that it will not (i) sell,
assign or otherwise dispose of, or grant any option with respect to, any of
the Collateral, or (ii) create or suffer to exist any Lien upon or with respect
to any of the Collateral of the Pledgor except for the pledge, assignment and
security interest created under this Agreement and Liens permitted under the
Credit Agreement.




(b)           The
Pledgor agrees that it will (i) cause the Borrower not to issue any Equity
Interests in addition to or in substitution for the Pledged Equity issued by the
Borrower, except to the Pledgor, and (ii) pledge hereunder, immediately upon its
acquisition (directly or indirectly) thereof, any and all additional Equity
Interests issued to it.




Section
10.                      Collateral Agent Appointed
Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Collateral
Agent the Pledgor’s attorney-in-fact, with full authority in the place and stead
of the Pledgor and in the name of the Pledgor or otherwise, from time to time,
upon the occurrence and during the continuance of an Event of Default, in the
Collateral Agent’s discretion, to take any action and to execute any instrument
that the Collateral Agent may deem necessary or advisable to accomplish the
purposes of this Agreement, including, without limitation:




(a)           to
ask for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of
any of the Collateral,




(b)           to
receive, indorse and collect any drafts or other instruments or documents, in
connection with clause
(a) above, and




(c)           to
file any claims or take any action or institute any proceedings that the
Collateral Agent may deem necessary or desirable for the collection of any of
the Collateral or otherwise to enforce the rights of the Collateral Agent with
respect to any of the Collateral.




Section
11.                      Collateral Agent May
Perform. If the Pledgor fails to perform any agreement contained herein,
the Collateral Agent may, as the Collateral Agent deems necessary to protect the
security interest granted hereunder in the Collateral or to protect the value
thereof, but without any obligation to do so and without notice, itself perform,
or cause performance of, such agreement, and the expenses of the Collateral
Agent incurred in connection therewith shall be payable by the Pledgor under
Section
14.




Section
12.                      The Collateral Agent’s
Duties. (a) The powers conferred on the Collateral Agent hereunder are
solely to protect the Secured Parties’ interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Collateral Agent shall have no duty as to any
Collateral, as to ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not any Secured Party has or is deemed to have knowledge
of such matters, or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Collateral. The
Collateral Agent shall be deemed to have exercised reasonable care in the
custody and preservation of any Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which it accords its own
property.




(b)           Anything
contained herein to the contrary notwithstanding, the Collateral Agent may from
time to time, when the Collateral Agent deems it to be necessary, appoint one or
more subagents (each a “Subagent”) for the
Collateral Agent hereunder with respect to all or any part of the Collateral. In
the event that the Collateral Agent so appoints any Subagent with respect to any
Collateral, (i) the assignment and pledge of such Collateral and the security
interest granted in such Collateral by the Pledgor hereunder shall be deemed for
purposes of this Agreement to have been made to such Subagent, in addition to
the Collateral Agent, for the ratable benefit of the Secured Parties, as
security for the Secured Obligations, (ii) such Subagent shall automatically be
vested, in addition to the Collateral Agent, with all rights, powers,
privileges, interests and remedies of the Collateral Agent hereunder with
respect to such Collateral, and (iii) the term “Collateral Agent,” when used
herein in relation to any rights, powers, privileges, interests and remedies of
the Collateral Agent with respect to such Collateral, shall include such
Subagent; provided,
however, that no such Subagent shall be authorized to take any action
with respect to any such Collateral unless and except to the extent expressly
authorized in writing by the Collateral Agent.




Section
13.                      Remedies. If any
Event of Default shall have occurred and be continuing:




(a)           The
Collateral Agent may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it, all the
rights and remedies of a secured party upon default under the UCC (whether or
not the UCC applies to the affected Collateral) and also may: (i) without notice
except as specified below, sell the Collateral or any part thereof in one or
more parcels at public or private sale, at any of the Collateral Agent’s offices
or elsewhere, for cash, on credit or for future delivery, and upon such other
terms as the Collateral Agent may deem commercially reasonable; and (ii)
exercise any and all rights and remedies of the Pledgor under or in connection
with the Collateral, or otherwise in respect of the Collateral, including,
without limitation, those set forth in Section 9-607 of the UCC. The Pledgor
agrees that, to the extent notice of sale shall be required by law, at least ten
days’ prior written notice to the Pledgor of the time and place of any public
sale or the time after which any private sale is to be made shall constitute
reasonable notification. The Collateral Agent shall not be obligated to make any
sale of Collateral regardless of notice of sale having been given. The
Collateral Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so
adjourned.




(b)           Any
cash held by or on behalf of the Collateral Agent and all cash proceeds received
by or on behalf of the Collateral Agent in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral may, in the
discretion of the Collateral Agent, be held by the Collateral Agent as
collateral for, and/or then or at any time thereafter applied (after payment of
any amounts payable to the Collateral Agent pursuant to Section 14) in whole
or in part by the Collateral Agent for the ratable benefit of the Secured
Parties against, all or any part of the Secured Obligations, in accordance with
the Collateral Agency Agreement.




(c)           All
payments received by the Pledgor in respect of the Collateral shall be received
in trust for the benefit of the Collateral Agent, shall be segregated from other
funds of the Pledgor and shall be forthwith paid over to the Collateral Agent in
the same form as so received (with any necessary indorsement).




Section
14.                      Indemnity and
Expenses. The Pledgor agrees to indemnify, defend and save and hold
harmless each Secured Party, and to pay the expenses of the Collateral Agent, in
each case in connection with this Agreement, as set forth Sections 10.04 and
10.05 of the
Credit Agreement as if such Sections applied to the Pledgor instead of the
Borrower.




Section
15.                      Amendments; Waivers;
Etc. No amendment or waiver of any provision of this Agreement, and no
consent to any departure by the Pledgor herefrom, shall in any event be
effective unless the same shall be in writing and signed by the Collateral Agent
(and the Pledgor in the case of an amendment or waiver), and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. No failure on the part of the Collateral Agent or any
other Secured Party to exercise, and no delay in exercising any right hereunder,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of
any other right.




Section
16.                      Notices, Etc. All
notices and other communications provided for hereunder shall be provided in
accordance with the Collateral Agency Agreement.




Section
17.                      Continuing Security
Interest; Assignments Under the Credit Agreement. This Agreement shall
create a continuing security interest in the Collateral and shall (a) remain in
full force and effect until the indefeasible payment in full in cash of the
Secured Obligations (other than contingent indemnity obligations not then due),
termination of the Commitments and the termination or expiration of the Interest
Hedging Agreements, (b) be binding upon the Pledgor, its successors and assigns
and (c) inure, together with the rights and remedies of the Collateral Agent
hereunder, to the benefit of the Secured Parties and their respective
successors, transferees and assigns. Without limiting the generality of the
foregoing clause
(c), any Lender may assign or otherwise transfer all or any portion of
its rights and obligations under the Credit Agreement (including, without
limitation, all or any portion of its Commitments, the Loans owing to it and the
Note or Notes, if any, held by it) to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect thereof granted
to such Lender herein or otherwise, in each case as provided in Section 10.07 of the
Credit Agreement.




Section
18.                      Termination. Upon the
indefeasible payment in full in cash of the Secured Obligations (other than
contingent indemnity obligations not then due), termination of the Commitments
and the termination or expiration of the Interest Hedging Agreements, the
security interest created by this Agreement shall terminate and all rights to
the Collateral shall revert to the Pledgor, and the Collateral Agent shall (at
the written request and sole cost and expense of the Pledgor) promptly cause to
be transferred and delivered, against receipt but without any recourse, warranty
or representation whatsoever, any remaining Collateral and money received in
respect thereof, to or on the order of the Pledgor. The Collateral Agent shall
also (at the written request and sole cost and expense of the Pledger) promptly
execute and deliver
to the Pledgor upon such termination such Uniform Commercial Code termination
statements, and such other documentation as shall be reasonably requested by the
Pledgor to effect the termination and release of the Liens on the
Collateral.




Section
19.                      Security Interest
Absolute. The obligations of the Pledgor under this Agreement are
independent of the Secured Obligations or any other Obligations of any other
Loan Party under or in respect of the Financing Documents, and a separate action
or actions may be brought and prosecuted against the Pledgor to enforce this
Agreement, irrespective of whether any action is brought against the Pledgor or
any other Loan Party or whether the Pledgor or any other Loan Party is joined in
any such action or actions. All rights of the Collateral Agent and the other
Secured Parties and the pledge, assignment and security interest hereunder, and
all obligations of the Pledgor hereunder, shall be irrevocable, absolute and
unconditional irrespective of, and the Pledgor hereby irrevocably waives (to the
maximum extent permitted by applicable law) any defenses it may now have or may
hereafter acquire in any way relating to, any or all of the
following:




(a)           any
lack of validity or enforceability of any Financing Document or any other
agreement or instrument relating thereto;




(b)           any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Secured Obligations or any other Obligations of any other Loan
Party under or in respect of the Financing Documents or any other amendment or
waiver of or any consent to any departure from any Financing Document,
including, without limitation, any increase in the Secured Obligations resulting
from the extension of additional credit to any Loan Party or any of its
Subsidiaries or otherwise;




(c)           any
taking, exchange, release or non-perfection of any Collateral or any other
collateral, or any taking, release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Secured
Obligations;




(d)           any
manner of application of any Collateral or any other collateral, or proceeds
thereof, to all or any of the Secured Obligations, or any manner of sale or
other disposition of any Collateral or any other collateral for all or any of
the Secured Obligations or any other Obligations of any other Loan Party under
or in respect of the Financing Documents or any other assets of any Loan Party
or any of its Subsidiaries;




(e)           any
change, restructuring or termination of the corporate structure or existence of
any Loan Party or any of its Subsidiaries;




(f)           any
failure of any Secured Party to disclose to any Loan Party any information
relating to the business, condition (financial or otherwise), operations,
performance, assets, nature of assets, liabilities or prospects of any other
Loan Party now or hereafter known to such Secured Party (the Pledgor waiving any
duty on the part of the Secured Parties to disclose such
information);




(g)           the
failure of any other Person to execute this Agreement or any other Security
Document, guaranty or agreement or the release or reduction of liability of the
Pledgor or other grantor or surety with respect to the Secured Obligations;
or





(h) any
other circumstance (including, without limitation, any statute of limitations)
or any existence of or reliance on any representation by any Secured Party that
might otherwise constitute a defense available to, or a discharge of, the
Pledgor or any other Pledgor or a third party grantor of a security
interest.




This
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any payment of any of the Secured Obligations is rescinded or
must otherwise be returned by any Secured Party or by any other Person upon the
insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as
though such payment had not been made.




Section
20.                      Execution in
Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier or other means of electronic delivery shall be effective as delivery
of an original executed counterpart of this Agreement.




Section
21.                      Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.




Any legal
action or proceeding arising under this Agreement or in any way connected with
or related or incidental to the dealings of the parties hereto or any of them
with respect to this Agreement, in each case whether now existing or hereafter
arising, may be brought in the courts of the State of New York sitting in New
York City or of the United States for the Southern District of such state, and
by execution and delivery of this Agreement, the Pledgor consents, for itself
and in respect of its property, to the non-exclusive jurisdiction of those
courts. The Pledgor waives any objection, including any objection to the laying
of venue or based on the grounds of forum non conveniens, which
it may now or hereafter have to the bringing of any action or proceeding in such
jurisdiction in respect of this Agreement or any Financing
Document.




Section
22.                      Waiver of Right to Trial by
Jury. Each party to this Agreement hereby expressly waives any right to
trial by jury of any claim, demand, action or cause of action arising under this
Agreement or any Financing Document or in any way connected with or related or
incidental to its dealings with respect to this Agreement or any Financing
Document, or the transactions related thereto, in each case whether now existing
or hereafter arising, and whether founded in contract or tort or otherwise; and
each party to this Agreement hereby agrees and consents that any such claim,
demand, action or cause of action shall be decided by court trial without a
jury, and that each party to this Agreement may file an original counterpart or
a copy of this Section
22 with any court as written evidence of the consent of the signatories
hereto to the waiver of its right to trial by jury.




[Signature
pages follow]


















IN
WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.




PUGET
EQUICO LLC














By     _________________________________




Title:














By     _________________________________




Title:


















BARCLAYS
BANK PLC, as Collateral Agent














By   __________________________________




Title:













EXHIBIT
C-3


to Credit
Agreement










PARENT
GUARANTEE




Dated as
of [_______], 2008




From




PUGET
INTERMEDIATE HOLDINGS INC.




as Guarantor




in favor
of




THE
COLLATERAL AGENT


FOR
THE BENEFIT OF THE SECURED PARTIES REFERRED TO IN


THE
COLLATERAL AGENCY AGREEMENT REFERRED TO HEREIN













T
A B L E  O F  C O N T E N T S






Section Page




Section
      1.
            Guarantee




Section
      2.
            Guarantee
      Absolute




Section
      3.
            Waivers
      and Acknowledgments




Section
      4.
            Subrogation




Section
      5.
            Payments
      Free and Clear of Taxes, Etc




Section
      6.
            Representations
      and Warranties




Section
      7.
            Covenants




Section
      8.
            Amendments,
      Etc




Section
      9.
            Notices,
      Etc




Section
      10.
            No
      Waiver; Remedies




Section
      11.
            Right
      of Set-off




Section
      12.
            Indemnification




Section
      13.
            Subordination




Section
      14.
            Continuing
      Guarantee; Assignments under the Credit Agreement




Section
      15.
            Execution
      in Counterparts




Section
      16.
            Governing
      Law; Jurisdiction; Waiver of Jury Trial, Etc




Section
      17.
            Waiver
      of Right to Trial by Jury
















PARENT
GUARANTEE




PARENT
GUARANTEE dated as of [_______], 2008 (this “Guarantee”)
made by Puget Intermediate Holdings, Inc., a Washington corporation (the “Guarantor”),
in favor of Barclays Bank PLC, as collateral agent (together with any successor
collateral agent appointed pursuant to the Collateral Agency Agreement (as
defined in the Credit Agreement referred to below), the “Collateral
Agent”) for the benefit of the Secured Parties (as defined in the
Collateral Agency Agreement referred to below).




PRELIMINARY
STATEMENT.  Puget Merger Sub Inc., a Washington corporation (“Merger
Sub”) is a wholly owned subsidiary of the Guarantor.  Upon
consummation of the Merger, Merger Sub shall be merged into Puget Energy, Inc.
(the “Company”)
with the Company being the surviving entity and the borrower under the Credit
Agreement referred to below (Merger Sub, prior to the Merger, and the Company,
upon and after consummation of the Merger, the “Borrower”).  The
Borrower is party to a Credit Agreement dated as of [_______], 2008 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit
Agreement”; the capitalized terms defined therein and not otherwise
defined herein being used herein as therein defined; and, to the extent not
defined herein or in the Credit Agreement, as defined in the Collateral Agency
Agreement; and Section 1.05 of the Credit
Agreement shall apply herein as if set forth therein) with certain Lenders party
thereto and Barclays Bank PLC, as facility agent (the “Facility
Agent”) for such Lenders.  The Guarantor will derive
substantial direct and indirect benefits from the transactions contemplated by
the Credit Agreement.  It is a condition precedent to the making of
Loans by the Lenders under the Credit Agreement and the entry by the Interest
Rate Hedge Banks into Interest Hedging Agreements from time to time that the
Guarantor shall have executed and delivered this Guarantee.




NOW,
THEREFORE, in consideration of the premises and in order to induce the Lenders
to make Loans under the Credit Agreement and the Interest Rate Hedge Banks to
enter into Interest Hedging Agreements from time to time, the Guarantor hereby
agrees as follows:




Section
1.  Guarantee.  The
Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
punctual payment when due, whether at scheduled maturity or on any date of a
required prepayment or by acceleration, demand or otherwise, of all Obligations
of each other Loan Party now or hereafter existing under or in respect of the
Financing Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or contingent, and
whether for principal, interest, premiums, termination payments, fees,
indemnities, contract causes of action, costs, expenses or otherwise (such
Obligations being the “Guaranteed
Obligations”), and agrees to pay or reimburse the Secured Parties for all
documented out-of-pocket costs and expenses incurred in connection with the
enforcement of any rights or remedies under this Guarantee or the other
Financing Documents (including all such costs and expenses incurred during any
legal proceeding, including any proceeding under any Debtor Relief Law, and
provided that Attorney Costs shall be limited to Attorney Costs of one New York
counsel and one local state counsel to the Facility Agent and one New York
counsel and one local state counsel for all of the Lenders).  Without
limiting the generality of the foregoing, the Guarantor’s liability shall extend
to all amounts that constitute part of the Guaranteed Obligations and would be
owed by any other Loan Party to any Secured Party under or in respect of the
Financing Documents but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.




Section
2.  Guarantee
Absolute.  The Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Financing
Documents, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of any Secured
Party with respect thereto.  The Obligations of the Guarantor under or
in respect of this Guarantee are independent of the Guaranteed Obligations or
any other Obligations of any other Loan Party under or in respect of the
Financing Documents, and a separate action or actions may be brought and
prosecuted against the Guarantor to enforce this Guarantee, irrespective of
whether any action is brought against the Borrower or any other Loan Party or
whether the Borrower or any other Loan Party is joined in any such action or
actions.  The liability of the Guarantor under this Guarantee shall be
irrevocable, absolute and unconditional irrespective of, and the Guarantor
hereby irrevocably waives any defenses it may now have or hereafter acquire in
any way relating to, any or all of the following:




(a)  any lack
of validity or enforceability of any Financing Document or any agreement or
instrument relating thereto;




(b)  any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations or any other Obligations of any other Loan
Party under or in respect of the Financing Documents, or any other amendment or
waiver of or any consent to departure from any Financing Document, including,
without limitation, any increase in the Guaranteed Obligations resulting from
the extension of additional credit to any Loan Party or any of its Subsidiaries
or otherwise;




(c)  any
taking, exchange, release or non-perfection of any Collateral or any other
collateral, or any taking, release or amendment or waiver of, or consent to
departure from, any other guarantee, for all or any of the Guaranteed
Obligations;




(d)  any
manner of application of Collateral or any other collateral, or proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner of sale or
other disposition of any Collateral or any other collateral for all or any of
the Guaranteed Obligations or any other Obligations of any Loan Party under the
Financing Documents or any other assets of any Loan Party or any of its
Subsidiaries;




(e)  any
change, restructuring or termination of the corporate structure or existence of
any Loan Party or any of its Subsidiaries;




(f)  any
failure of any Secured Party to disclose to any Loan Party any information
relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of any other Loan Party now or hereafter
known to such Secured Party (the Guarantor waiving any duty on the part of the
Secured Parties to disclose such information);




(g)  the
failure of any other Person to execute or deliver any other guarantee or
agreement or the release or reduction of liability of any other guarantor or
surety with respect to the Guaranteed Obligations; or




(h)  any other
circumstance (including, without limitation, any statute of limitations) or any
existence of or reliance on any representation by any Secured Party that might
otherwise constitute a defense available to, or a discharge of, any Loan Party
or any other guarantor or surety.




This
Guarantee shall continue to be effective or be reinstated, as the case may be,
if at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by any Secured Party or any other Person upon the
insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party
or otherwise, all as though such payment had not been made.




Section
3.  Waivers and
Acknowledgments.  (a)   The Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guarantee and any requirement that
any Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Loan Party
or any other Person or any Collateral.




(b)  The
Guarantor hereby unconditionally and irrevocably waives any right to revoke this
Guarantee and acknowledges that this Guarantee is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the
future.




(c)  The
Guarantor hereby unconditionally and irrevocably waives (i) any defense arising
by reason of any claim or defense based upon an election of remedies by any
Secured Party that in any manner impairs, reduces, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration, contribution or
indemnification rights of the Guarantor or other rights of the Guarantor to
proceed against any of the other Loan Parties, any other guarantor or any other
Person or any Collateral and (ii) any defense based on any right of set-off or
counterclaim against or in respect of the Obligations of the Guarantor
hereunder.




(d)  The
Guarantor acknowledges that the Collateral Agent may, without notice to or
demand upon the Guarantor and without affecting the liability of the Guarantor
under this Guarantee, foreclose under any mortgage by non-judicial sale, and the
Guarantor hereby waives any defense to the recovery by the Collateral Agent and
the other Secured Parties against the Guarantor of any deficiency after such
non-judicial sale and any defense or benefits that may be afforded by applicable
Law.




(e)  The
Guarantor hereby unconditionally and irrevocably waives any duty on the part of
any Secured Party to disclose to the Guarantor any matter, fact or thing
relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of any other Loan Party or any of its
Subsidiaries now or hereafter known by such Secured Party.




(f)  The
Guarantor acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Financing Documents
and that the waivers set forth in Section 2 and this
Section 3 are
knowingly made in contemplation of such benefits.




Section
4.  Subrogation.  The
Guarantor hereby unconditionally and irrevocably agrees not to exercise any
rights that it may now have or hereafter acquire against the Borrower, any other
Loan Party or any other insider guarantor that arise from the existence,
payment, performance or enforcement of the Guarantor’s Obligations under or in
respect of this Guarantee or any other Financing Document, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of any
Secured Party against the Borrower, any other Loan Party or any other insider
guarantor or any Collateral, whether or not such claim, remedy or right arises
in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from the Borrower, any other Loan Party
or any other insider guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim, remedy or right, unless and until all of the Guaranteed Obligations
and all other amounts payable under this Guarantee shall have been paid in full
in cash and all Interest Hedging Agreements with Interest Rate Hedge Banks shall
have expired or been terminated and the Commitments shall have expired or been
terminated.  If any amount shall be paid to the Guarantor in violation
of the immediately preceding sentence at any time prior to the latest of (a) the
payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guarantee, (b) the termination of all Commitments and (c) the
latest date of expiration or termination of all Interest Hedging Agreements with
Interest Rate Hedge Banks, such amount shall be received and held in trust for
the benefit of the Secured Parties, shall be segregated from other property and
funds of the Guarantor and shall forthwith be paid or delivered to the
Collateral Agent in the same form as so received (with any necessary endorsement
or assignment) to be credited and applied to the Guaranteed Obligations and all
other amounts payable under this Guarantee, whether matured or unmatured, in
accordance with the terms of the Financing Documents, or to be held as
Collateral for any Guaranteed Obligations or other amounts payable under this
Guarantee thereafter arising.  If (i) the Guarantor shall make payment
to any Secured Party of all or any part of the Guaranteed Obligations, (ii) all
of the Guaranteed Obligations and all other amounts payable under this Guarantee
shall have been paid in full in cash, (iii) the termination of all Commitments
and (iv) all Interest Hedging Agreements with Interest Rate Hedge Banks shall
have expired or been terminated, the Secured Parties will, at the Guarantor’s
request and expense, execute and deliver to the Guarantor appropriate documents,
without recourse and without representation or warranty, necessary to evidence
the transfer by subrogation to the Guarantor of an interest in the Guaranteed
Obligations resulting from such payment made by the Guarantor pursuant to this
Guarantee.













Section
5.  Payments Free and Clear of
Taxes, Etc.  Any and all payments made by the Guarantor under
or in respect of this Guarantee or any other Financing Document shall be made,
free and clear of and without deduction for any and all present or future Taxes
to the same extent as set forth for payments for amounts under the applicable
Financing Document, including, without limitation, any applicable indemnity, and
whether such Taxes or any Other Taxes arise from any payment made under or in
respect of this Guarantee or any other Financing Document or from the execution,
delivery or registration of, performance under, or otherwise with respect to,
this Guarantee and the other Financing Documents.




Section
6.  Representations and
Warranties.  The Guarantor hereby makes each representation and
warranty made in the Financing Documents by the Borrower with respect to the
Guarantor and the Guarantor hereby further represents and warrants as
follows:




(a)  There are
no conditions precedent to the effectiveness of this Guarantee that have not
been satisfied or waived.




(b)  The
Guarantor has, independently and without reliance upon any Secured Party and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Guarantee and each other
Financing Document to which it is or is to be a party, and the Guarantor has
established adequate means of obtaining from each other Loan Party on a
continuing basis information pertaining to, and is now and on a continuing basis
will be completely familiar with, the business, condition (financial or
otherwise), operations, performance, properties and prospects of such other Loan
Party.




Section
7.  Covenants.  (a)   Affirmative
Covenants.  The Guarantor covenants and agrees that, so long as
any part of the Guaranteed Obligations shall remain unpaid, any Lender shall
have any Commitment or any Interest Hedging Agreement with any Interest Rate
Hedge Banks shall be in effect:




(i)  the
Guarantor will perform and observe, and cause the Borrower and each of its
Subsidiaries to perform and observe, all of the terms, covenants and agreements
set forth in the Financing Documents on its or their part to be performed or
observed or that the Borrower has agreed to cause its Subsidiaries to perform or
observe; and




(ii)  the
Guarantor will, as soon as available and in any event no more than ten (10) days
after entering into any Shareholder Funding arrangements in the form of
indebtedness or loans, provide the Collateral Agent with certified copies of all
documents evidencing such Shareholder Funding arrangements.




(b)  Negative
Covenants.  The Guarantor covenants and agrees that, so long as
any part of the Guaranteed Obligations shall remain unpaid, any Lender shall
have any Commitment or any Interest Hedging Agreement with any Interest Rate
Hedge Banks shall be in effect, the Guarantor shall not:




(i)  amend its
Organizational Documents unless such amendment could not reasonably be expected
to result in a Material Adverse Effect (with clauses (i) and (ii) of such
definition being applicable to the Parent as well as the Borrower and its
Subsidiaries);




(ii)  engage at
any time in any business or business activity (including, without limitation,
any action or transaction that is required or restricted with respect to the
Borrower and its Subsidiaries under Article VII of the
Credit Agreement without regard to any of the enumerated exceptions to such
covenants), other than (A) the ownership and acquisition of Equity Interests in
the Borrower, together with activities reasonably related thereto, (B) the
maintenance of its legal existence, together with activities reasonably related
thereto, (C) the performance of its obligations in connection with the Merger
Agreement and the other agreements contemplated thereby and in the Financing
Documents (subject to any limitations contained therein), (D) actions incidental
to the consummation of the Merger and (E) activities incidental to its
maintenance and continuance and to the foregoing activities (which shall
include, without limitation (1) entering into and incurring obligations under
any insurance contract and employment agreements and benefit plans for
management or employees of the Borrower or any of its Subsidiaries, (2)
incurring liabilities incidental to its existence, (3) entering into agreements
with consultants, auditors and service providers to provide services to the
Borrower or any of its Subsidiaries, (4) maintaining any Deposit Accounts,
Securities Accounts and Lock-Up Accounts permitted or required pursuant to the
Security Agreement, (5) entering into confidentiality and similar agreements for
the Borrower or any of its Subsidiaries), and (6) incurring Indebtedness in the
form of Shareholder Funding, but not other Indebtedness (other than as referred
to in clause (2) of this parenthetical);




(iii)  permit or
consent to any amendment or modification of any of the provisions of the
documentation governing or evidencing the Shareholder Funding, including,
without limitation the Shareholder Loan Subordination Agreement, without the
consent of the Collateral Agent or unless such amendment is not adverse to the
Required Voting Parties; or




(iv)  prepay,
prior to the stated maturity thereof, any Shareholder Funding made as loans or
indebtedness (other than with the proceeds of any equity contributions or
dividends or distributions made by the Borrower that are permitted as Restricted
Payments pursuant to the Credit Agreement).




Section
8.  Amendments,
Etc.  No amendment or waiver of any provision of this Guarantee
and no consent to any departure by the Guarantor therefrom shall in any event be
effective unless the same shall be in writing and signed by the Collateral Agent
and the Guarantor.




Section
9.  Notices,
Etc.  All notices and communications to be given under this
Guarantee shall be given or made in writing to the intended recipient at the
address specified below or, as to any party hereto, at such other address as
shall be designated by such party in a notice to each other party
hereto.  Except as otherwise provided in this Guarantee, all such
written notices shall be mailed, faxed or delivered to the applicable address,
facsimile number or electronic mail address.  All such notices and
other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii)(A) if
delivered by hand or by courier, when signed for by or on behalf of the relevant
party hereto; (B) if delivered by mail, four (4) Business Days after deposit in
the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt
has been confirmed by telephone; and (D) if delivered by electronic mail, when
delivered and receipt has been confirmed by telephone:




To the Borrower:Puget
      Merger Sub Inc.___________________________________________________________________________Phone:  [_______]Facsimile:  [_______]E-Mail:  [_______]Attention:  [_______]To the Collateral Agent:Barclays
      Bank PLC__________________________________________________Phone:  [_______]Facsimile:  [_______]E-Mail:  [_______]Attention:  [_______]To the Guarantor:Puget
      Intermediate Holdings Inc.__________________________________________________Phone:  [_______]Facsimile:  [_______]E-Mail:  [_______]Attention:  [_______]














To each Interest Rate Hedge
      Bank:__________________________________________________Phone:  [_______]Facsimile:  [_______]E-Mail:  [_______]Attention:  [_______]


Section
10.  No Waiver;
Remedies.  No failure on the part of any Secured Party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.




Section
11.  Right of
Set-off.  Upon (a) the occurrence and during the continuance of
any Event of Default and (b) the making of the request or the granting of the
consent specified by Section 8.01 of the
Credit Agreement to authorize the Facility Agent to declare the Notes due and
payable pursuant to the provisions of said Section 8.01, each
Agent and each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Agent, such Lender or such Affiliate to or for the credit or
the account of the Guarantor against any and all of the Obligations of the
Guarantor now or hereafter existing under the Financing Documents, irrespective
of whether such Agent or such Lender shall have made any demand under this
Guarantee or any other Financing Document and although such Obligations may be
unmatured.  Each Agent and each Lender agrees promptly to notify the
Guarantor after any such set-off and application; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.  The rights of each Agent and each Lender and their
respective Affiliates under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) that such
Agent, such Lender and their respective Affiliates may have.




Section
12.  Indemnification.  (a)   Without
limitation on any other Obligations of the Guarantor or remedies of the Secured
Parties under this Guarantee, the Guarantor shall, to the fullest extent
permitted by law, indemnify, defend and save and hold harmless each Secured
Party and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an “Indemnified
Party”) from and against, and shall pay on demand, any and all claims,
damages, losses, liabilities and expenses (including, without limitation,
reasonable fees and expenses of counsel) that may be incurred by or asserted or
awarded against any Indemnified Party in connection with or as a result of any
failure of any Guaranteed Obligations to be the legal, valid and binding
obligations of any Loan Party enforceable against such Loan Party in accordance
with their terms.




(b)  The
Guarantor hereby also agrees that none of the Indemnified Parties shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to the
Guarantor or any of its Affiliates or any of their respective officers,
directors, employees, agents and advisors, and the Guarantor hereby agrees not
to assert any claim against any Indemnified Party on any theory of liability,
for special, indirect, consequential or punitive damages arising out of or
otherwise relating to the Facilities, the actual or proposed use of the proceeds
of the Loans, the Transaction Documents or any of the transactions contemplated
by the Transaction Documents.




(c)  Without
prejudice to the survival of any of the other agreements of the Guarantor under
this Guarantee or any of the other Financing Documents, the agreements and
obligations of the Guarantor contained in Section 1(a) (with
respect to enforcement expenses), the last sentence of Section 2, Section 5
and this Section
12 shall survive the payment in full of the Guaranteed Obligations and
all of the other amounts payable under this Guarantee.




Section
13.  Subordination.  The
Guarantor hereby subordinates any and all debts, liabilities and other
Obligations, if any; owed to the Guarantor by each other Loan Party, other than
payments owing pursuant to any tax sharing agreement or similar arrangement in
respect of taxes (the “Subordinated
Obligations”) to the Guaranteed Obligations to the extent and in the
manner hereinafter set forth in this Section
13:




(a)  Prohibited Payments,
Etc.  Except during the continuance of a Default (including the
commencement and continuation of any proceeding under any Debtor Relief Law
relating to any other Loan Party), the Guarantor may receive regularly scheduled
payments from any other Loan Party on account of the Subordinated
Obligations.  After the occurrence and during the continuance of any
Default (including the commencement and continuation of any proceeding under any
Debtor Relief Law relating to any other Loan Party), however, unless the
Collateral Agent otherwise agrees, the Guarantor shall not demand, accept or
take any action to collect any payment on account of the Subordinated
Obligations.




(b)  Prior Payment of Guaranteed
Obligations.  In any proceeding under any Debtor Relief Law
relating to any other Loan Party, the Guarantor agrees that the Secured Parties
shall be entitled to receive payment in full in cash of all Guaranteed
Obligations (including all interest and expenses accruing after the commencement
of a proceeding under any Debtor Relief Law, whether or not constituting an
allowed claim in such proceeding (“Post Petition
Interest”)) before the Guarantor receives payment of any Subordinated
Obligations.




(c)  Turn-Over.  After
the occurrence or during the continuance of any proceeding under any Debtor
Relief Law relating to any Loan Party or the occurrence of an Event of Default,
the Guarantor shall, if the Collateral Agent so requests, collect, enforce and
receive payments on account of the Subordinated Obligations as trustee for the
Secured Parties and deliver such payments to the Collateral Agent on account of
the Guaranteed Obligations (including all Post Petition Interest), together with
any necessary endorsements or other instruments of transfer, but without
reducing or affecting in any manner the liability of the Guarantor under the
other provisions of this Guarantee.




(d)  Collateral Agent
Authorization.  After the occurrence or during the continuance
of any proceeding under any Debtor Relief Law relating to any Loan Party or the
occurrence of an Event of Default, the Collateral Agent is authorized and
empowered (but without any obligation to so do), in its discretion, (i) in the
name of the Guarantor, to collect and enforce, and to submit claims in respect
of, Subordinated Obligations and to apply any amounts received thereon to the
Guaranteed Obligations (including any and all Post Petition Interest), and (ii)
to require the Guarantor (A) to collect and enforce, and to submit claims in
respect of, Subordinated Obligations and (B) to pay any amounts received on such
obligations to the Collateral Agent for application to the Guaranteed
Obligations (including any and all Post Petition Interest).




Section
14.  Continuing Guarantee;
Assignments under the Credit Agreement.  This Guarantee is a
continuing guarantee and shall (a) remain in full force and effect until the
latest of (i) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guarantee, (ii) the termination of all
Commitments and (iii) the latest date of expiration or termination of all
Interest Hedging Agreements with all Interest Hedge Banks, (b) be binding upon
the Guarantor, its successors and assigns and (c) inure to the benefit of and be
enforceable by the Secured Parties and their successors, transferees and
assigns.  Without limiting the generality of clause (c) of the
immediately preceding sentence, any Secured Party may assign or otherwise
transfer all or any portion of its rights and obligations under its respective
Financing Document (including, without limitation, all or any portion of its
Commitments, the Loans owing to it and the Note or Notes held by it) to any
other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party herein or otherwise,
in each case as and to the extent provided in its respective Financing
Document.  The Guarantor shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the
Secured Parties and any purported assignment without such consent shall be null
and void.




Section
15.  Execution in
Counterparts.  This Guarantee may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Guarantee by telecopier or other means of electronic delivery shall be
effective as delivery of an original executed counterpart of this
Guarantee.




Section
16.  Governing Law; Jurisdiction;
Waiver of Jury Trial, Etc.  This Guarantee shall be governed
by, and construed in accordance with, the laws of the State of New
York.




Any legal
action or proceeding arising under this Guarantee or in any way connected with
or related or incidental to the dealings of the parties hereto or any of them
with respect to this Guarantee, in each case whether now existing or hereafter
arising, may be brought in the courts of the State of New York sitting in New
York City or of the United States for the Southern District of such state, and
by execution and delivery of this Guarantee, the Guarantor consents, for itself
and in respect of its property, to the non-exclusive jurisdiction of those
courts.  The Guarantor waives any objection, including any objection
to the laying of venue or based on the grounds of forum non conveniens, which
it may now or hereafter have to the bringing of any action or proceeding in such
jurisdiction in respect of this Guarantee or any Financing
Document.




Section
17.  Waiver of Right to Trial by
Jury.  Each party to this Guarantee hereby expressly waives any
right to trial by jury of any claim, demand, action or cause of action arising
under this Guarantee or any Financing Document or in any way connected with or
related or incidental to its dealings with respect to this Guarantee or any
Financing Document, or the transactions related thereto, in each case whether
now existing or hereafter arising, and whether founded in contract or tort or
otherwise; and each party to this Guarantee hereby agrees and consents that any
such claim, demand, action or cause of action shall be decided by court trial
without a jury, and that each party to this Guarantee may file an original
counterpart or a copy of this Section 17 with any
court as written evidence of the consent of the signatories hereto to the waiver
of its right to trial by jury.




IN
WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.




PUGET
      INTERMEDIATE HOLDINGS INC.
              
              
              
              By:   _______________________________________________
              Title:













EXHIBIT
D


to Credit
Agreement




FORM
OF ASSIGNMENT AND ASSUMPTION


Reference
is made to the Credit Agreement, dated as of [_______], 2008 (as amended,
amended and restated, supplemented and/or modified and in effect from time to
time, the “Credit
Agreement”), among Puget Merger Sub Inc., a Washington corporation, (the
“Borrower”),
the Lenders from time to time party thereto, and Barclays Bank PLC, as facility
agent (the “Facility
Agent”).


Capitalized
terms used herein but not defined herein shall have the meanings assigned
thereto in the Credit Agreement.


Each
Assignor referred to on Schedule 1 hereto
(each, an “Assignor”) and each
Assignee referred to on Schedule 1 hereto
(each, an “Assignee”) agrees
severally with respect to all information relating to it and its assignment
hereunder and on Schedule 1 hereto as
follows:


1.  Such
Assignor hereby sells and assigns, without recourse except as to the
representations and warranties made by it herein, to such Assignee, and such
Assignee hereby purchases and assumes from such Assignor, an interest in and to
such Assignor’s rights and obligations under the Credit Agreement as of the date
hereof equal to the percentage interest specified on Schedule 1 hereto of
all outstanding rights and obligations under and in respect of such Assignor’s
Loans or Commitments, as applicable, as specified on Schedule 1
hereto.  After giving effect to such sale and assignment, such
Assignee’s Commitments and the amount of the Loans owing to such Assignee will
be as set forth on Schedule 1
hereto.


2.  Such
Assignor (i) represents and warrants that its name set forth on Schedule 1 hereto is
its legal name, that it is the legal and beneficial owner of the interest or
interests being assigned by it hereunder and that such interest or interests are
free and clear of any adverse claim; (ii) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with any Financing Document or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of, or the perfection or priority of any Lien or security interest created or
purported to be created under or in connection with, any Financing Document or
any other instrument or document furnished pursuant thereto and; (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, any other Loan Party or any of their
respective Subsidiaries or the performance or observance by the Borrower or any
other Loan Party of any of its obligations under any Financing Document or any
other instrument or document furnished pursuant thereto; and (iv) attaches the
Note or Notes held by such Assignor and requests that the Facility Agent either
(a) exchange such Note or Notes for a new Note or Notes payable to the order of
such Assignee in an amount equal to the Commitments assumed by such Assignee
pursuant hereto or (b) issue new Notes payable to the order of such Assignee in
an amount equal to the Commitments assumed by such Assignee pursuant hereto and
such Assignor in an amount equal to the Commitments retained by such Assignor
under the Credit Agreement, respectively, as specified on Schedule 1
hereto.


3.  Such
Assignee (i) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements referred to in Section 5.07 thereof
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Assumption; (ii) agrees that it will, independently and without reliance upon
any Agent, any Assignor or any Lender or any of their respective Affiliates and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) represents and warrants that its name set
forth on Schedule
1 hereto is its legal name; (iv) confirms that it is a Permitted
Replacement Lender; (v) appoints and authorizes each of the Facility Agent and
the Collateral Agent, respectively, to take such action as agent on its behalf
and to exercise such powers and discretion under the Financing Documents as are
delegated to such Person by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (vi) agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of the Financing Documents are required to be performed by it as a Lender; and
(vii) agrees that if it is a Foreign Lender or an individual, attached to this
Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of Section 3.01(e) or
(f),
respectively, of the Credit Agreement, duly completed and executed by such
Assignee,


4.  Following
the execution of this Assignment and Assumption, it will be delivered to the
Facility Agent for acceptance and recording by the Facility Agent in the
Register.  The effective date for this Assignment and Assumption (the
“Effective
Date”) shall be the date of acceptance hereof by the Facility Agent,
unless otherwise specified on Schedule 1
hereto.  On the Effective Date, the Assignor agrees to pay to the
Facility Agent a processing and recordation fee in an amount equal to $3,500, as
provided for in Section
10.07(b)(1)(ii) of the Credit Agreement.


5.  Upon such
acceptance and recording by the Facility Agent, as of the Effective Date, (i)
such Assignee shall be a party to the Credit Agreement and, to the extent
provided in this Assignment and Assumption, have the rights and obligations
thereunder of a Lender, (ii) such Assignor shall, to the extent provided in this
Assignment and Assumption, relinquish its rights and be released from its
obligations under the Credit Agreement (other than its rights and obligations
under the Financing Documents that are specified under the terms of such
Financing Documents to survive the payment in full of the Obligations of the
Borrower under the Financing Documents to the extent any claim thereunder
relates to an event arising prior to the Effective Date of this Assignment and
Assumption) and (iii) if this Assignment and Assumption covers all of the
remaining portion of the rights and obligations of such Assignor under the
Credit Agreement, such Assignor shall (except as aforesaid) cease to be a party
thereto and a Lender thereunder.


6.  Upon such
acceptance and recording by the Facility Agent, from and after the Effective
Date, the Facility Agent shall make all payments under the Credit Agreement and
the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and commitment fees with respect
thereto) to such Assignee.  Such Assignor and such Assignee shall
directly between themselves make all appropriate adjustments in payments under
the Credit Agreement and the Notes for periods prior to the Effective
Date.


7.  This
Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of New York.


8.  This
Assignment and Assumption may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of Schedule 1 to this
Assignment and Assumption by telecopier shall be effective as delivery of an
original executed counterpart of this Assignment and Assumption.


IN
WITNESS WHEREOF, each Assignor and each Assignee have caused Schedule 1 to this
Assignment and Assumption to be executed by their officers thereunto duly
authorized as of the date specified thereon.











SCHEDULE
1


to
Assignment and Assumption




ASSIGNORS:Term
      Loans/Term Loan CommitmentPercentage
      interest assigned
            %
            %
            %
            %
            %Term
      Loan Commitment assigned
            $
            $
            $
            $
            $Outstanding
      principal amount of Term Loans assigned
            $
            $
            $
            $
            $Principal
      amount of Term Notes payable to Assignor1
            $
            $
            $
            $
            $Capital
      Expenditure Loans/Capital Expenditure CommitmentPercentage
      interest assigned
            %
            %
            %
            %
            %Capital
      Expenditure Commitment assigned
            $
            $
            $
            $
            $Outstanding
      principal amount of Capital Expenditure Loans assigned
            $
            $
            $
            $
            $Principal
      amount of Capital Expenditure Notes payable to Assignor2
            $
            $
            $
            $
            $





1 Such
principal amount to be calculated after the Assignment and
Assumption.


2 See
footnote 1.











ASSIGNEES:Term
      Loans/Term Loan CommitmentPercentage
      interest assumed
            %
            %
            %
            %
            %Term
      Loan Commitment assumed
            $
            $
            $
            $
            $Outstanding
      principal amount of Term Loans assumed
            $
            $
            $
            $
            $Principal
      amount of Term Loan Notes payable to Assignee
            $
            $
            $
            $
            $Capital
      Expenditure Loans/Capital Expenditure CommitmentPercentage
      interest assumed
            %
            %
            %
            %
            %Capital
      Expenditure Commitment assumed
            $
            $
            $
            $
            $Outstanding
      principal amount of Capital Expenditure Loans assumed
            $
            $
            $
            $
            $Principal
      amount of Capital Expenditure Notes payable to Assignee
            $
            $
            $
            $
            $











Effective
Date (if other than date of acceptance by Facility Agent):




3
            
            
            ,Assignor[Name
      OF
              ASSIGNEE]________________,
      asAssignorBy:Name:Title:Dated:
            
            
            
            ,By:Name:Title:Dated:
            
            
            
            ,Assignee[Name
      OF ASSIGNEE]___, as Assignee]By:Name:Title:Dated:
            
            
            
            ,By:Name:Title:Dated:
            
            
            
            ,





3This
date should be no earlier than five Business Days after the delivery of this
Assignment and Assumption to the Facility Agent.











The
undersigned hereby [consents to][accepts]the assignment.




BARCLAYS BANK
      PLC,
              as
      Facility AgentBy:
            ____________________________________NameTitleDate:










EXHIBIT
E-1


to Credit
Agreement










[____________],
200[8]




Barclays
      Bank PLC, as Facility Agent and Collateral
Agent


for
      the Lenders and the other Secured
Parties


listed
      on Schedule A hereto


200 Park
Avenue




New York,
New York 10166









Re:           Puget Merger Sub Inc. Credit
Agreement




Ladies
and Gentlemen:




We have
acted as special corporate and federal energy regulatory counsel to Puget Merger
Sub Inc., a Washington corporation (the “Borrower”), Puget
Intermediate Holdings, Inc., a Washington corporation (“Parent”) and Puget
Energy, Inc., a Washington corporation (the “Company” and,
together with the Borrower and Parent, the “Loan Parties”), in
connection with that certain Credit Agreement dated as of May [___], 2008 (the
“Credit
Agreement”), among Barclays Bank PLC, as facility agent (the “Facility Agent”), the
other agents party thereto, the lenders party thereto (the “Lenders”) and the
Borrower and the other Loan Documents (as defined below).




This
letter is furnished pursuant to Section 4.02(e)(x) of the Credit
Agreement.  Capitalized terms defined in the Credit Agreement, used
herein and not otherwise defined herein; shall have the meanings given them in
the Credit Agreement.




The
Credit Agreement contemplates that the Borrower will be merged (the “Merger”) with and
into the Company, pursuant to that certain [Certificate of Merger], dated
[______________], 200[8] between the Borrower and the Company, in a merger in
which the Company will be the surviving corporation.  With your
consent, all opinions and confirmations herein with respect to the Borrower
speak as of the date hereof immediately prior to the effective time of the
Merger and all opinions and confirmations herein with respect to the Company
speak as of the date hereof immediately after the consummation of the
Merger.  We assume for the purposes of our opinions and confirmations
with respect to the Company that the Merger has been consummated in accordance
with all applicable laws.




As such
counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter, except where a specified
fact confirmation procedure is stated to have been performed (in which case we
have with your consent performed the stated procedure), and except where a
statement is qualified as to knowledge (in which case we have with your consent
made no or limited inquiry as specified below).  We have examined,
among other things, the following:




(a)  The
Credit Agreement;




(b)  the
Borrower Security Agreement, dated as of [_______], 200[8] (the “Security Agreement”),
from the Borrower to Barclays Bank PLC, as collateral agent (the “Collateral
Agent”);




(c)  the
Pledge Agreement, dated as of [_______], 200[8] (the “Pledge Agreement”),
from Parent to the Collateral Agent;




(d)  the
Collateral Agency Agreement, dated as of [_______], 200[8] (the “Collateral Agency
Agreement”), among the Borrower, Parent, the Collateral Agent, the
Facility Agent and the other parties thereto;




(e)  the
Assumption Agreement, dated as of [_______], 200[8] (the “Assumption
Agreement”), executed by the Company;




(f)  the
Parent Guarantee, dated as of
[                                                                ],
200[8] (the “Parent
Guarantee”), executed by the Parent;1




(g)  [the
Deposit Account Control Agreement, dated as of [_______], 200[8] (the “Deposit Account Control
Agreement”), among [_______]];2




(h)  the Term
Notes, dated as of [_______], 200[8] (the “Term Notes”),
executed by the Borrower in favor of the following
Lenders:  [_______]; and




(i)  the
Shareholder Loan Subordination Agreement, dated as of [_______], 200[8] (the
“Subordination
Agreement”), among the Collateral Agent and each of the lenders party
thereto (such lenders, the “Shareholder
Lenders”).




The
documents described in subsections (a) - (h) above are referred to herein
collectively as the “Loan
Documents.”  The documents described in subsections (b) - (h)
above are referred to herein collectively as the “Funding Date Loan
Documents.”3  As used
in this letter, the “NY UCC” shall mean
the Uniform Commercial Code as now in effect in the State of New
York.




Except as
otherwise stated herein, as to factual matters we have, with your consent,
relied upon the foregoing, and upon oral and written statements and
representations of officers and other representatives of the Loan Parties or
others, including the representations and warranties of the Loan Parties in the
Loan Documents.  We have not independently verified such factual
matters.  However, except as otherwise expressly indicated, we have
not undertaken any independent inquiry to determine the accuracy of any such
statement.




We are
opining as to the effect on the subject transaction only of the federal laws of
the United States and the internal laws of the State of New York, and we express
no opinion with respect to the applicability to the opinions expressed herein,
or the effect thereon, of the laws of any other jurisdiction or as to any
matters of municipal law or the laws of any local agencies within any
state.




Except as
otherwise stated herein, our opinions herein are based upon our consideration of
only those statutes, rules and regulations which, in our experience, are
normally applicable to borrowers in secured loan transactions.  We
express no opinion as to any state or federal laws or regulations applicable to
the subject transactions because of the legal or regulatory status of any
parties to the Loan Documents or the legal or regulatory status of any of their
affiliates, except with respect to the Federal Power Act (“FPA”), the Public
Utility Holding Company Act (“PUHCA”), the Natural
Gas Act (“NGA”), and any
regulations adopted thereunder.  Various issues pertaining to (i)
corporate and state energy and regulatory laws of the State of Washington are
addressed in the opinion of Perkins Coie LLP and (ii) corporate and state energy
regulatory laws of the State of Washington are addressed in the opinion of
Kirkpatrick & Lockart Preston Gates Ellis LLP, in each case, separately
provided to you.  We express no opinion with respect to those matters
herein, and to the extent elements of those opinions are necessary to the
conclusions expressed herein, we have, with your consent, assumed such
matters.




Subject
to the foregoing and the other matters set forth herein, we express the
following opinions or confirmations, as of the date hereof:




1.  Each of
the Loan Documents constitutes a legally valid and binding obligation of each
Loan Party party thereto, enforceable against such Loan Party in accordance with
its terms.  The Subordination Agreement constitutes a legally valid
and binding obligation of each Shareholder Lender, enforceable against such
Shareholder Lender in accordance with its terms.




2.  The
execution and delivery of the Funding Date Loan Documents by each Loan Party
party thereto, and the borrowing of the loans or the granting of liens pursuant
to the Loan Documents by the Loan Parties, and the payment of the indebtedness
of the Borrower evidenced by the Term Notes, do not on the date
hereof:




(i)  violate
any federal or New York statute, rule, or regulation applicable to the Loan
Parties (including, without limitation, Regulations T, U or X of the Board of
Governors of the Federal Reserve System, assuming the Loan Parties comply with
the provisions of the Loan Documents relating to the use of proceeds),
or




(ii)  require
any consents, approvals, or authorizations to be obtained by any Loan Party
from, or any registrations, declarations or filings to be made by any Loan Party
with, any governmental authority, under any federal or New York statute, rule or
regulation applicable to the Loan Parties, except (a) filings and recordings
required in order to perfect or otherwise protect the security interests under
the Loan Documents, and (b) any consents or approvals required in connection
with a disposition of collateral, including compliance with federal and state
securities laws and any federal energy regulatory laws, in connection with any
sale of any portion of the collateral consisting of securities under such
securities laws.




3.  The
Security Agreement creates a valid security interest in favor of the Collateral
Agent for the benefit of the Secured Parties in that portion of the collateral
described in Section
1 of the Security Agreement in which the Borrower has rights and a valid
security interest may be created under Article 9 of the NY UCC (the “UCC Collateral”),
which security interest secures the Secured Obligations as defined in the
Collateral Agency Agreement.




4.  The
Pledge Agreement creates a valid security interest in favor of the Collateral
Agent for the benefit of the Secured Parties in that portion of the collateral
described in Schedule
II of the Pledge Agreement in which the Parent has rights and a valid
security interest may be created under Article 9 of the NY UCC (the “Pledged Collateral”),
which security interest secures the obligations of the Parent under the Parent
Guaranty.




5.  Upon
delivery of that portion of the UCC Collateral that constitutes “certificated
securities” within the meaning of Section 8-102(a)(4) of the NY UCC (the “Security Agreement Pledged
Securities”) to the Collateral Agent in, and while located in, the State
of New York, pursuant to the Security Agreement, indorsed to the Collateral
Agent or in blank, in each case, by an effective endorsement, or accompanied by
stock powers with respect thereto duly indorsed in blank by an effective
endorsement the security interest in favor of the Facility Agent for the benefit
of the Secured Parties in the Security Agreement Pledged Securities will be
perfected.  Upon such delivery, the Collateral Agent’s security
interest in the Security Agreement Pledged Securities has priority over any
other security interest in the Security Agreement Pledged Securities granted by
the Borrower assuming no other secured party has control of, and the absence of
any other control agreement with respect to, the Security Agreement Pledged
Securities.




6.  Upon
delivery of that portion of the Pledged Collateral that constitutes
“certificated securities” within the meaning of Section 8-102(a)(4) of the NY
UCC (the “Pledge
Agreement Pledged Securities”) to the Collateral Agent in, and while
located in, the State of New York, pursuant to the Pledge Agreement, indorsed to
the Collateral Agent or in blank, in each case, by an effective endorsement, or
accompanied by stock powers with respect thereto duly indorsed in blank by an
effective endorsement the security interest in favor of the Facility Agent for
the benefit of the Secured Parties in the Pledge Agreement Pledged Securities
will be perfected.  Upon such delivery, the Collateral Agent’s
security interest in the Pledge Agreement Pledged Securities has priority over
any other security interest in the Pledge Agreement Pledged Securities granted
by Parent assuming no other secured party has control of, and the absence of any
other control agreement with respect to, the Pledge Agreement Pledged
Securities.




7.  The
provisions of the Deposit Account Control Agreement are effective under the NY
UCC to perfect the security interest in favor of the Collateral Agent for the
benefit of the Secured Parties in that portion of the UCC Collateral consisting
of the deposit accounts maintained with _______ (the “Depositary Bank”)
described in the Deposit Account Control Agreement (the “Deposit Accounts”),
assuming that (a) the Deposit Account Control Agreement has been duly
authorized, executed and delivered by each of the parties thereto and is the
legally valid and binding obligation of such parties (other than the Borrower),
(b) the Depositary Bank’s jurisdiction (determined in accordance with Section
9-304(b) of the NY UCC) is the State of New York and (c) the Deposit Accounts
constitute “deposit accounts” (as defined in Section 9-102(a)(29) of the NY
UCC.




8.  With your
consent based solely on a certificate of an officer of the Borrower, Parent and
the Company as to factual matters, none of the Borrower, Parent or the Company
is, nor immediately after giving effect to the borrowing of the loans pursuant
to the Loan Documents and the application of the proceeds thereof in accordance
with the terms thereof will be, required to be registered as an “investment
company” within the meaning of the Investment Company Act of 1940, as
amended.




Except as
expressly set forth in paragraphs 3 through 7, we do not express any opinion
with respect to the creation, validity, attachment, perfection or priority of
any security interest or lien.  The opinions above do not include any
opinions with respect to compliance with laws relating to permissible rates of
interest.




Our
opinions are subject to:




(a)  the
effects of bankruptcy, insolvency, reorganization, preference, fraudulent
transfer, moratorium or other similar laws relating to or affecting the rights
or remedies of creditors, and the judicial application of foreign laws or
governmental actions affecting creditors’ rights;




(b)  the
effects of general principles of equity, whether considered in a proceeding in
equity or at law (including the possible unavailability of specific performance
or injunctive relief), concepts of materiality, reasonableness, good faith, fair
dealing and commercial reasonableness, and the discretion of the court before
which a proceeding is brought;




(c)  the
invalidity under certain circumstances under law or court decisions of
provisions for the indemnification or exculpation of or contribution to a party
with respect to a liability where such indemnification, exculpation or
contribution is contrary to public policy;




(d)  we
express no opinion with respect to (i) consents to, or restrictions upon,
governing law (except for the validity under the laws of the State of New York,
but subject to mandatory choice of law rules and constitutional limitations, of
provisions in the Loan Documents which expressly choose New York as the
governing law for the Loan Documents), jurisdiction (except for the validity
under the laws of the State of New York, but subject to mandatory jurisdiction
rules and constitutional limitations, of provisions in the Loan Documents which
expressly provide for submission to the non-exclusive jurisdiction of New York
state courts), venue, arbitration, remedies or judicial relief; (ii) advance
waivers of claims, defenses, rights granted by law, or notice, opportunity for
hearing, evidentiary requirements, statutes of limitation, trial by jury or at
law, or other procedural rights; (iii) waivers of broadly or vaguely stated
rights; (iv) covenants not to compete; (v) provisions for exclusivity, election
or cumulation of rights or remedies; (vi) provisions authorizing or validating
conclusive or discretionary determinations; (vii) grants of setoff rights;
(viii) provisions to the effect that a guarantor is liable as a primary obligor,
and not as a surety; (ix) provisions for the payment of attorneys’ fees where
such payment is contrary to law or public policy; (x) proxies, powers and
trusts; (xi) provisions prohibiting, restricting, or requiring consent to
assignment or transfer of any right or property; (xii) provisions for liquidated
damages, default interest, late charges, monetary penalties, make-whole premiums
or other economic remedies to the extent such provisions are deemed to
constitute a penalty; and (xiii) the severability, if invalid, of provisions to
the foregoing effect; and




(e)  we
express no opinion as to the last sentence of Section 10.11 of the Credit
Agreement.




We
express no opinion or confirmation as to federal or state securities laws, tax
laws, antitrust or trade regulation laws, insolvency or fraudulent transfer
laws, antifraud laws, compliance with fiduciary duty requirements, pension or
employee benefit laws, usury laws, and environmental laws, FINRA rules or stock
exchange rules (without limiting other laws excluded by customary practice), and
express no opinion as to state energy regulatory laws.




Without
limiting the generality of the foregoing, the opinions expressed above are also
subject to the following limitations, exceptions and assumptions:




The
opinions set forth above are also subject to (i) the unenforceability of
contractual provisions waiving or varying the rules listed in Section 9-602 of
the NY UCC, (ii) the unenforceability under certain circumstances of contractual
provisions respecting self-help or summary remedies without notice of or
opportunity for hearing or correction, (iii) the effect of provisions of the NY
UCC and other general legal principles that impose a duty to act in good faith
and in a commercially reasonable manner, and (iv) the effect of Sections 9-406,
9-407, 9-408 and 9-409 of the NY UCC on any provision of any Loan Document that
purports to prohibit, restrict, require consent for or otherwise condition the
assignment of rights under such Loan Document.




Our
opinions in paragraphs 3, 4 and 7 above are limited to Article 9 of the NY UCC,
and our opinions in paragraphs 5 and 6 are limited to Articles 8 and 9 of the NY
UCC, and therefore those opinion paragraphs, among other things, do not address
collateral of a type not subject to, or excluded from the coverage of, Articles
8 and 9, as the case may be, of the NY
UCC.  Additionally,




(i)  We
express no opinion with respect to the priority of any security interest or
lien, except as expressly set forth in our opinions in paragraphs 5 and
6.




(ii)  We
express no opinion with respect to any agricultural lien or any collateral that
consists of letter-of-credit rights, commercial tort claims, goods covered by a
certificate of title, claims against any government or governmental agency,
consumer goods, crops growing or to be grown, timber to be cut, goods which are
or are to become fixtures, as-extracted collateral or cooperative
interests.




(iii)  We assume
the descriptions of collateral contained in, or attached as schedules to, the
Loan Documents or any financing statements sufficiently describe the collateral
intended to be covered by the Loan Documents or such financing
statements.  Additionally, we express no opinion as to whether the
phrases “all personal property” or “all assets” or similarly general phrases
would be sufficient to create a valid security interest in the collateral or
particular item or items of collateral; however, we note that pursuant to
Section 9-504 of the NY UCC the phrases “all assets” or “all personal property”
can be a sufficient description of collateral for purposes of perfection by the
filing of a financing statement.




(iv)  We have
assumed that the applicable Loan Party has, or with respect to after-acquired
property will have, rights in the collateral or the power to transfer rights in
the collateral, and that value has been given, and we express no opinion as to
the nature or extent of such Loan Party’s rights in any of the collateral and we
note that with respect to any after-acquired property, the security interest
will not attach until such Loan Party acquires such rights or
power.




(v)  We call
to your attention the fact that the perfection of a security interest in
“proceeds” (as defined in the NY UCC) of collateral is governed and restricted
by Section 9-315 of the NY UCC.




(vi)  Section
552 of the federal Bankruptcy Code limits the extent to which property acquired
by a debtor after the commencement of a case under the federal Bankruptcy Code
may be subject to a security interest arising from a security agreement entered
into by the debtor before the commencement of such case.




(vii)  We
express no opinion with respect to any property subject to a statute, regulation
or treaty of the United States whose requirements for a security interest’s
obtaining priority over the rights of a lien creditor with respect to the
property preempt Section 9-310(a) of the NY UCC.




(viii)  We
express no opinion with respect to any goods which are accessions to, or
commingled or processed with, other goods to the extent that the security
interest is limited by Section 9-335 or 9-336 of the NY UCC.




(ix)  We call
to your attention that a security interest may not attach or become enforceable
or be perfected as to contracts, licenses, permits, equity interests or other
rights or benefits which are not assignable under applicable law, or are not
assignable by their terms, or which are assignable only with the consent of
governmental entities or officers, except to the extent provided in Sections
9-406, 9-407, 9-408 or 9-409 of the NY UCC, as applicable; and we call to your
attention that your rights under the Loan Documents as secured parties may be
subject to the provisions of the organizational documents of any entity in which
any equity interests (or other rights of equity holders or investors) are
pledged and the provisions of the applicable laws under which any such entity is
organized.




(x)  We
express no opinion regarding any security interest in any copyrights, patents,
trademarks, service marks or other intellectual property, or any license or
sublicense thereof or the proceeds of any of the foregoing except to the extent
Article 9 of the NY UCC may be applicable to the foregoing and, without limiting
the generality of the foregoing, we express no opinion as to the effect of any
federal laws relating to copyrights, patents, trademarks, service marks or other
intellectual property on the opinions expressed herein.  In addition,
we express no opinion as to any security interest in any license or sublicense
of copyrights, patents, trademarks or other intellectual property except to the
extent that such license or sublicense affirmatively permits the creation,
perfection and enforcement of a security interest therein.  Without
limiting the generality of the preceding sentence, we express no opinion as to
any license, sublicense or mortgage, or exercise of lender remedies or
disclosure of information with respect thereto, that is subject to any
restriction or prohibition on assignment regardless of whether any such
prohibitions or restrictions may be rendered ineffective under the NY
UCC.




(xi)  We have
assumed that any conditions to the effectiveness of the Loan Documents have been
satisfied or waived.




(xii)  We
express no opinion as to the security interest of the Collateral Agent for the
benefit of any person or entity except to the extent that the Collateral Agent
has been duly appointed as agent for such parties.




(xiii)  With
respect to federal energy regulatory matters, we express no opinion as to any
matters governed by any law other than the FPA, the NGA, and PUHCA, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction, including any state
jurisdiction.




With your
consent, we have assumed (a) that the Loan Documents have been duly authorized,
executed and delivered by the parties thereto, (b) that the Loan Documents
constitute legally valid and binding obligations of the parties thereto other
than the Loan Parties and, with respect to the Subordination Agreement, the
Shareholder Lenders, enforceable against each of them in accordance with their
respective terms, and (c) that the status of the Loan Documents as legally valid
and binding obligations of the parties is not affected by any (i) breaches of,
or defaults under, agreements or instruments, (ii) violations of statutes,
rules, regulations or court or governmental orders, or (iii) failures to obtain
required consents, approvals or authorizations from, or make required
registrations, declarations or filings with, governmental authorities, provided
that we make no such assumption to the extent we have opined as to such matters
with respect to the Loan Parties herein.  This letter is furnished
only to you and is solely for your benefit in connection with the transactions
referenced in the first paragraph.  This letter may not be relied upon
by you for any other purpose, or furnished to, assigned to, quoted to or relied
upon by any other person, firm or entity for any purpose, without our prior
written consent, which may be granted or withheld in our
discretion.  At your request, we hereby consent to reliance hereon by
any future assignee of your interest in the loans and commitments under the
Credit Agreement pursuant to an assignment that is made and consented to in
accordance with the express provisions of Section 10.07 of the Credit Agreement,
on the condition and understanding that (i) this letter speaks only as of the
date hereof, (ii) we have no responsibility or obligation to update this letter,
to consider its applicability or correctness to other than its addressee(s), or
to take into account changes in law, facts or any other developments of which we
may later become aware, and (iii) any such reliance by a future assignee must be
actual and reasonable under the circumstances existing at the time of
assignment, including any changes in law, facts or any other developments known
to or reasonably knowable by the assignee at such time.




Very
      truly yours,









1 Subject to review to reflect the actual“Parent”on the Financial Closing Date if not
Puget Intermediate Holdings Inc.


2
Deposit Account Control Agreement to come.


3 References to the Parent Guarantee and
Subordination Agreement will be removed in the event they do not constitute
Financing Documents on the Financial Closing Date.











SCHEDULE
A




[Lender/Hedge
Bank list to come]













EXHIBIT
E-2




[__________],
2008








Barclays
      Bank PLC, as Facility Agent and Collateral
Agent


for
      the lenders and other Secured Parties listed
on


Schedule
      A hereto


200 Park
Avenue


New York,
New York 10166






Re:           Puget
Merger Sub Inc. Credit Agreement






Ladies
and Gentlemen:




We have
acted as special counsel to Puget Energy, Inc., a Washington corporation (the
“Company”) in connection with that certain Credit Agreement dated as of May
[__], 2008 (the “Credit Agreement”), among Barclays Bank PLC, as facility agent
(the “Facility Agent”), the other agents party thereto, the lenders party
thereto (the “Lenders”) and Puget Merger Sub Inc., a Washington corporation (the
“Borrower”).  The parent of Borrower is Puget Intermediate Holdings,
Inc., a Washington corporation (the “Parent”).  The Borrower, the
Parent and the Company are collectively referred to herein as the “Loan
Parties”.  This letter is furnished pursuant to Section 4.02(e) of the
Credit Agreement.  Capitalized terms defined in the Credit Agreement,
used herein and not otherwise defined herein, shall have the meanings given them
in the Credit Agreement.




The
Credit Agreement contemplates that the Borrower will be merged (the “Merger”)
with and into the Company, pursuant to that certain [Certificate of Merger],
dated[_________], 200[8] between
the Borrower and the Company, in a merger in which the Company will be the
surviving corporation.  With your consent, all opinions and
confirmations herein with respect to the Company speak as of the date hereof
immediately after the consummation of the Merger.  We assume for the
purposes of our opinions and confirmations with respect to the Company that the
Merger has been consummated in accordance with all applicable laws.




A.  Documents
and Matters Examined




In
connection with this opinion letter, we have examined such matters of fact and
questions of law as we have considered appropriate for purposes of this letter,
except where a statement is qualified as to knowledge (in which case we have
with your consent made no or limited inquiry as specified below).  We
have examined, among other things, the following:




A-1  The
Credit Agreement;




A-2  The
Borrower Security Agreement, dated as of [__________], 200[8] (the “Security
Agreement”), from the Borrower to Barclays Bank PLC, as collateral agent (the
“Collateral Agent”);




A-3  The
Pledge Agreement, dated as of [__________], 200[8] (the “Pledge Agreement”),
from Parent to the Collateral Agent;




A-4  The
Collateral Agency Agreement, dated as of [__________], 200[8] (the “Collateral
Agency Agreement”), among the Borrower, the Parent, the Collateral Agent and the
Facility Agent;




A-5  The
Assumption Agreement, dated as of [__________], 200[8] (the “Assumption
Agreement”), executed by the Company;




A-6  The
Parent Guaranty, dated as of [__________], 200[8] (the “Parent Guaranty”),
executed by the Parent;




A-7  The
Deposit Account Control Agreement, dated as of [__________], 200[8] (the
“Deposit Account Control Agreement”), among [_________]; and




A-8  The Term
Notes, dated as of
[                                                      __________],
200[8] (the “Term Notes”), executed by the Borrower in favor of the following
Lenders:  [__________].




A-9  The
financing statements, copies of which are attached hereto as Exhibit A (the
“Financing Statements”), which will be filed with the Department of Licensing of
the state of Washington (the “Filing Office”).




The
documents described in paragraphs A-1 through A-8 are referred to herein
collectively as the “Loan Documents.”




As to
matters of fact bearing upon the opinions expressed herein, we have, with your
consent and without investigation, relied upon:




(a)  Information
in public authority documents, which are defined to include certificates issued
by the Secretary of State of the state of Washington or any other government
official, office or agency concerning a person’s property or status, such as
certificates of corporate existence/ authorization; and




(b)  Information
provided in certificates by the Company’s directors, officers and/or
employees.




B.  Assumptions




For
purposes of this opinion letter, we have relied, without investigation, upon the
following assumptions:




B-1  Each of
the Loan Documents has been duly executed and delivered by all parties to each
such Loan Document other than the Company, and is valid as to, binding upon and
enforceable in accordance with its terms against, all parties (including the
Company) to each of the Loan Documents.




B-2  Each
document submitted to us for review is accurate and complete, each such document
that is an original is authentic, each such document that is a copy conforms to
an authentic original, and all signatures on each such document are
genuine.




B-3  Each
public authority document reviewed by us for the purpose of rendering this
opinion letter is accurate, complete and authentic, and all official public
records (including their proper indexing and filing) are accurate and
complete.




B-4  Each of
the Company and the Borrower (each a “Grantor” and collectively the “Grantors”)
holds the requisite title and rights to the collateral granted by it to the
Collateral Agent pursuant to the Security Agreement.




B-5  Each
Grantor has received, or at the closing of the transaction will receive,
sufficient value to support the creation of a security interest under the
Security Agreement,




B-6  The
Financing Statements will be duly filed of record and properly indexed in the
Filing Office.




B-7  The
transaction contemplated by the Loan Documents is not a consumer transaction,
and none of the collateral constitutes consumer goods, as such terms are defined
in Section 9-102 of the UCC.




B-8  The
Security Agreement creates in the Collateral Agent’s favor (for the benefit of
the Secured Parties), as security for all obligations purported to be secured by
the Security Agreement, a valid and enforceable security interest in the
collateral governed by Article 9 of the Uniform Commercial Code currently in
effect in the state of Washington (the “UCC”) and described in the Security
Agreement (the “Article 9 Collateral”).




Whenever
a statement herein is qualified by the phrase “to our knowledge,” or by any
other phrase of similar import, or where it is noted that nothing has been
brought to our attention, it means that the opinion stated is based solely upon
the conscious awareness of information as to the matters being opined upon by
(a) the attorney who signs, on behalf of Perkins Coie LLP, this opinion letter,
(b) any attorney at Perkins Coie LLP who has been actively involved in
negotiating the transaction, preparing the Loan Documents, or preparing this
opinion letter, and (c) solely as to information relevant to a particular
opinion issue or confirmation regarding a particular factual matter (e.g.,
pending or threatened legal proceedings), any attorney at Perkins Coie LLP who
is primarily responsible for providing the response concerning that particular
opinion issue or confirmation.  We have not undertaken, nor were we
obligated or expected to undertake, an independent investigation to determine
the accuracy of the facts or other information as to which our knowledge is
sought, and any limited inquiry undertaken by us during the preparation of this
opinion letter should not be regarded as such an investigation.  No
inference as to our knowledge of any matters bearing on the accuracy of any such
statement should be drawn from the fact of our representation of the
Company.




C.  Opinions




Based
upon the foregoing examinations and assumptions and subject to the
qualifications and exclusions stated below, we are of the opinion
that:




C-1  The
Company is a corporation duly incorporated and validly existing under Washington
law.




C-2  The
Company has all necessary corporate power and corporate authority to enter into,
and to perform its obligations under, each of the Loan Documents to which the
Company is a party.




C-3  The
Company has authorized, by all necessary corporate action, the execution,
delivery and performance of each of the Loan Documents to which the Company is a
party, and the Company has executed and delivered each of the Loan Documents to
which the Company is a party to the party or parties to whom such Loan Document
is to be given.




C-4  Execution
and delivery by the Company of, and the performance of its agreements in, each
of the Loan Documents to which the Company is a party do not (a) violate the
Company’s articles of incorporation or bylaws, (b) breach, or result in a
default under or acceleration of (or entitle any party to accelerate) the
maturity of any obligation of the Company under, or result in a or require the
creation of any lien upon or security interest in any property of the Company
pursuant to the terms of, any existing obligation of the Company under any of
the material contracts described on Exhibit A, provided to us in response to our
request to the Company to provide us with all material contracts to which the
Company is a signatory or by which the Company or its assets are bound, (c)
breach or otherwise violate any court orders described on Exhibit B, provided to
us in response to our request of the Company to provide us with all material
court orders to which the Company is a party or by which the Company or its
assets are bound or (d) violate the provisions of statutory laws or regulations
of the state of Washington.




C-5  No
approval, authorization or other action by, or filing with, any governmental
authority in the state of Washington, is required in connection with the
execution and delivery by the Company of the Loan Documents and the consummation
of the transactions contemplated thereby, except for those that have already
been obtained and are in full force and effect.  We note, however,
that the intercompany loans from the Company to Puget Sound Energy, Inc. that
are contemplated by the Credit Agreement would be subject to prior approval by
the Washington Utilities and Transportation Commission.




C-6  The
Financing Statements are in proper form for filing in the Filing
Office.  The security interest of the Collateral Agent in that portion
of the Article 9 Collateral in which a security interest may be perfected by the
filing of a financing statement under the UCC will be a perfected security
interest upon the filing of the Financing Statements with the Filing
Office.




D.  Qualifications
and Exclusions




The
opinions expressed above are subject to the following exclusions and
qualifications:




D-1  Our
opinions are as of the date hereof (except as set forth in paragraph D-3), and
we have no responsibility to update this opinion for events and circumstances
occurring after the date hereof or as to facts relating to prior events that are
subsequently brought to our attention.  We do not undertake to advise
you of any changes in law.




D-2  We are
qualified to practice law in the state of Washington and do not express any
opinions in this letter concerning any laws other than Washington state laws,
and we express no opinion with respect to the laws, regulations or ordinances of
any county, municipality, or governmental subdivision or agency (other than the
Washington Utilities and Transportation Commission) of whatever description or
character, or with respect to matters that may be affected by the laws of any
other jurisdiction or that may be affected by pending or proposed
legislation.  With respect to the opinions set forth in paragraph
C-4(d), our opinions are based upon consideration of those statutes and
regulations which, in our experience, are normally applicable to parties in
transactions of the type described in the Loan
Documents.  Additionally, we express no opinion as to the effect, if
any, that compliance with fiduciary duty requirements may have upon the opinions
expressed herein.




D-3  Our
opinion that the Company is duly incorporated and validly existing under the
laws of the state of Washington is as of [__________], 200[8], and not as of the
date of this opinion letter, and is based solely upon our review of a
Certificate of Existence/Authorization dated as of such date issued by the
Secretary of State of the state of Washington.




D-4  Our
opinions as to the filing of any Financing Statement do not apply to collateral
(if any exists) that is as-extracted minerals, timber to be cut, fixtures or
goods that are to be become fixtures.




D-5  We
express no opinion as to actions that may be necessary or desirable to perfect a
security interest in collateral that is not located in the United
States.




D-6  We
express no opinion as to actions that may be necessary or desirable to perfect a
security interest in commercial tort claims, as such term is defined in Section
9-102 of the UCC.




D-7  We have
not reviewed, nor are our opinions in any way predicated upon an examination of,
the laws of any other jurisdiction, and we expressly disclaim responsibility for
advising you as to the effect, if any, that the laws of any other jurisdiction
may have upon the opinions set forth herein.  Furthermore, we express
no opinion as to matters that may be affected by pending or proposed federal,
state or local legislation, even though such legislation, if subsequently
enacted, might affect the opinions expressed herein.




This
opinion letter is rendered only to you and is solely for your benefit in
connection with the transaction contemplated by the Loan
Documents.  This opinion letter may not be used or relied upon for any
other purpose or by any other person without our prior written consent, except
that a copy of this opinion may be delivered to the Lenders and any subsequent
assignees, participants and successor agents permitted under the Credit
Agreement, and such persons may rely on this opinion letter as if it were
addressed and had been delivered to them on the date hereof.
















Very
      truly yours,PERKINS
      COIE LLP














Exhibit
E-3


to Credit
Agreement




[●],
200[8]









Barclays
      Bank PLC, as Facility Agent and Collateral
Agent


for
      the lenders and Other Secured Parties listed on Schedule A
      hereto


200 Park
Avenue


New York,
New York 10166




Re:           Puget
Merger Sub Inc. Credit Agreement




Ladies
and Gentlemen:




We have
acted as special counsel with respect to Washington State business corporation
law and energy regulatory matters on behalf of Puget Merger Sub Inc., a
Washington corporation (the “Borrower”), and Puget
Intermediate Holdings Inc., a Washington corporation (“Parent”)
(collectively, the “Loan Parties”), in
connection with that certain Credit Agreement dated as of [May [●]], 2008 (the
“Credit
Agreement”) among Barclays Bank PLC, as facility agent (the “Facility Agent”), the
other agents party thereto, the lenders party thereto (the “Lenders”) and the
Borrower, and the other Loan Documents (as defined below).




This
letter is furnished pursuant to Section 4.02(e)(z) of the Credit
Agreement.  Capitalized terms defined in the Credit Agreement, used
herein and not otherwise defined herein, shall have the meanings given to them
in the Credit Agreement.




The
Credit Agreement contemplates that the Borrower will be merged (the “Merger”) with and
into Puget Energy, Inc., a Washington corporation (“Puget Energy”),
pursuant to those certain Articles of Merger dated [●], 200[8] between the
Borrower and Puget Energy, in a merger in which Puget Energy will be the
surviving corporation.  With your consent, all opinions and
confirmations herein with respect to the Borrower speak as of the date hereof
immediately prior to the Effective Time of the Merger.




As such
counsel, we have examined, among other things, the following:




(a)  The
Credit Agreement;




(b)  the
Borrower Security Agreement, dated as of [__________], 200[8] (the “Security Agreement”),
from the Borrower to Barclays Bank PLC, as collateral agent (the “Collateral
Agent”);




(c)  the
Pledge Agreement, dated as of [__________], 200[8] (the “Pledge Agreement”),
from Parent to the Collateral Agent;




(d)  the
Collateral Agency Agreement, dated as of [__________], 200[8] (the “Collateral Agency
Agreement”), among the Borrower, Parent, the Collateral Agent and the
Facility Agent;




(e)  the
Parent Guaranty, dated as of [__________], 200[8] (the “Parent Guaranty”),
executed by the Parent;




(f)  [the
Deposit Account Control Agreement, dated as of [__________], 200[8] (the “Deposit Account Control
Agreement”), among [__________]];1




(g)  the Term
Notes, dated as of [__________], 200[8] (the “Term Notes”),
executed by the Borrower in favor of the following
Lenders:  [__________]; and




(h)  [the
financing statement (the “Financing
Statement”).]2




The
documents described in subsections (a) – (h) above are referred to herein
collectively as the “Loan Documents.” As
used in this letter, the “Washington UCC” shall
mean the Uniform Commercial Code as now in effect in the State of Washington and
as codified in Title 62A RCW.




In
connection with rendering the opinions set forth below, we have examined and,
with respect to factual matters, relied upon (i) the Loan Documents, including
the representations and warranties of the Loan Parties in the Loan Documents,
(ii) the Articles of Incorporation and Bylaws of each of the Borrower and
Parent, as amended through the date of this opinion (iii) a Certificate of
Existence/Authorization dated [●], 200[8] issued by the Secretary of State of
the State of Washington with respect to each of the Borrower and Parent
(collectively, the “Certificates of
Existence/Authorization”), (iv) minutes and written consents of the
shareholders and directors of each of the Borrower and Parent and other records
of the Borrower and Parent relating to the approval of the transactions
contemplated by the Loan Documents as have been made available to us, and we
have made such other investigations as we have deemed appropriate.  We
have examined and relied on certificates of public officials and, as to certain
matters of fact that are material to our opinions, we have also examined and
relied on a certificate of the Secretary of each of the Borrower and Parent in
the forms set forth in Exhibits A and B hereto (collectively, the “Fact
Certificates”).  We have not independently verified or
established any of the facts so relied on.  We have not undertaken any
general review of the files of the Borrower or Parent and, except as described
above, we have made no independent factual investigation for the purpose of
rendering this opinion letter.




The
opinions expressed in this opinion letter are limited to the laws of the State
of Washington, and are based upon our consideration of only those State of
Washington statutes, rules and regulations that, in our experience, are normally
applicable to borrowers in secured loan transactions.  Although we
note that the Loan Documents provide that they are governed by the law of the
State of New York, we are not opining on, and we assume no responsibility for,
the applicability to or effect on any of the matters covered herein of the laws
of any jurisdiction other than the State of Washington, or the laws of any
county, municipality or other political subdivision or any local governmental
agency or authority.  We express no opinion with respect to the
effectiveness of or any other matters relating to choice of law under the Loan
Documents.  We also express no opinion as to any state or federal laws
or regulations applicable to the subject transactions as a result of the legal
or regulatory status of any parties to the Loan Documents or the legal or
regulatory status of any of their affiliates, other than Title 80 RCW and the
regulations adopted thereunder (the “Washington State Public
Utilities Code”) and Title 23B RCW.  Various issues pertaining
to (i) matters of federal energy law and New York State law are addressed in the
opinion of Latham & Watkins LLP of even date herewith and (ii) matters of
Washington State corporate and energy and regulatory laws with respect to Puget
Energy and its wholly owned subsidiary, Puget Sound Energy, Inc., a Washington
corporation (“PSE”), are addressed
in the opinions of Perkins Coie LLP of even date herewith, in each case as
separately provided to you.  We express no opinion herein with respect
to those matters, and to the extent elements of those opinions are necessary to
the conclusions expressed herein, we have, with your consent, assumed and relied
on such matters.




For the
purposes of this opinion letter we have assumed that the minutes and written
consents of the Secretary or other officers of each of the Borrower and Parent
and other records of the Borrower and Parent relating to the approval of
transactions contemplated by the Loan Documents as have been made available to
us by the Borrower and Parent are complete and accurate in all
respects.  We have also made the following
assumptions:  that each document submitted to us is accurate and
complete, that each such document that is an original is authentic, that each
such document that is a copy conforms to an authentic original, that all
signatures (other than signatures on behalf of the Borrower and Parent) on each
such document are genuine, and that no changes in the facts certified in the
Fact Certificates have occurred or will occur after the date of the Fact
Certificates.  We have further assumed the legal capacity of natural
persons, and we have assumed that each party to each Loan Document (other than
the Borrower and Parent) has the legal capacity and has satisfied all legal
requirements that are applicable to that party to the extent necessary to make
that Loan Document enforceable against that party.  We have not
verified any of the foregoing assumptions.




With your
consent, we have assumed (a) that the Loan Documents have been duly authorized,
executed and delivered by the parties thereto other than the Loan Parties, (b)
that the Loan Documents constitute legally valid and binding obligations of the
parties thereto, enforceable against each of them in accordance with their
respective terms, and (c) that the status of the Loan Documents as legally valid
and binding obligations of the parties is not affected by any (i) breaches of,
or defaults under, agreements or instruments, (ii) violations of statutes,
rules, regulations or court or governmental orders, or (iii) failures to obtain
required consents, approvals or authorizations from, or make required
registrations, declarations or filings with, governmental authorities, provided
that we make no such assumption to the extent we have opined as to such matters
herein with respect to the Loan Parties.




The
opinions expressed in paragraph 1 below as to the valid existence of each of the
Borrower and Parent are based solely on the Certificates of
Existence/Authorization.




Based on
the foregoing, and subject to the foregoing and the additional qualifications
and other matters set forth below, it is our opinion that:




1.  The
Borrower and Parent are corporations duly formed and validly existing under the
laws of the State of Washington.  Each of the Borrower and Parent has
the corporate power and authority to own its properties and conduct its business
as described in the Fact Certificate pertaining to it, and to execute, deliver,
and perform its obligations under the Loan Documents.




2.  Each of
the Borrower and Parent has taken all corporate action under its Articles of
Incorporation and Bylaws and under Washington law necessary to authorize the
execution, delivery, and performance of the Loan Documents to which it is a
party and has duly executed and delivered the Loan Documents to which it is a
party.




3.  The
execution and delivery by the Borrower and Parent of, and the performance by
each of the Borrower and Parent of its respective obligations under, the Loan
Documents to which it is a party do not (a) constitute a violation by either the
Borrower or Parent of its respective Articles of Incorporation or Bylaws, (b)
breach, or result in a default under or acceleration of (or entitle any party to
accelerate) the maturity of any obligation of the Borrower or Parent under, or
result in or require the creation of any lien upon or security interest in any
property of the Borrower or Parent pursuant to the terms of, any existing
obligation of the Borrower or Parent under any of the material contracts
described on Exhibit C and provided to us in response to our request to the
Borrower and Parent to provide us with all material contracts to which the
Borrower or Parent is a signatory or by which the Borrower or Parent or its
respective assets are bound, (c) breach or otherwise violate any court orders
described on Exhibit D and provided to us in response to our request of the
Borrower and Parent to provide us with all material court orders to which the
Borrower or Parent is a party or by which the Borrower or Parent or its
respective assets are bound, or (d) violate the provisions of any statutory laws
or regulations of the State of Washington.




4.  The
execution and delivery of the Loan Documents to which the Borrower is a party,
and the borrowing of the Facilities and the performance of the agreements under
the Loan Documents by the Borrower, do not, prior to the Effective Time of the
Merger, require any consents, approvals, or authorizations to be obtained by the
Borrower from, or any registrations, declarations or filings to be made by the
Borrower with, any governmental authority in the State of
Washington.




5.  The
execution and delivery of the Loan Documents to which Parent is a party and the
performance by Parent of the agreements under the Loan Documents do not, on the
date hereof, require any consents, approvals, or authorizations to be obtained
by Parent from, or any registrations, declarations or filings to be made by
Parent with, any governmental authority in the State of Washington, except (a)
the order of the Washington Utilities and Transportation Commission (the “WUTC”) entered on
[●], 200[8], which order has become final and non-appealable, authorizing the
transactions contemplated by the Loan Documents on the terms and subject to the
conditions of such order (the “WUTC Order”), (b) the
approvals of and notification filings with the WUTC set forth in Schedule 5.04
to the Credit Agreement, and (c) any consents or approvals required under the
Washington State Public Utilities Code in connection with any realization or
foreclosure on or exercise of any rights or remedies (including any rights of
setoff) under the Loan Documents with respect to any security interest in the
Security Collateral (as defined in the Pledge Agreement), or any disposition of
Security Collateral as a result of or in connection therewith.




6.  The
Financing Statement is in appropriate form for filing in the Department of
Licensing of the State of Washington.  Upon the proper filing of the
Financing Statement in the Department of Licensing of the State of Washington
prior to the Effective Time of the Merger, the security interest in favor of the
Collateral Agent in the Borrower’s rights in the Collateral described in the
Financing Statement will be perfected to the extent a security interest in such
Collateral can be perfected under the Washington UCC by the filing of a
financing statement in such office.




Our
opinions are subject to the effect of bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, moratorium, and other laws affecting the
rights and remedies of creditors generally and to general principles of
equity.




Our
opinions in paragraph 6 above are limited to Chapter 62A.9A RCW, and therefore
that opinion paragraph, among other things, does not address collateral of a
type not subject to, or excluded from the coverage of, Chapter 62A.9A RCW
pursuant to RCW 62A.9A-109 or otherwise.  Except as expressly set
forth in paragraph 6, we do not express any opinion with respect to the
creation, validity, attachment or perfection of any security interest or
lien.  The opinions above do not include any opinions with respect to
compliance with laws relating to permissible rates of
interest.  Additionally:




(i)  We
express no opinion with respect to the existence of, title to or condition of
any Collateral, or with respect to the priority of any security interest or
lien.




(ii)  We
express no opinion with respect to any agricultural lien or any collateral that
consists of letter-of-credit rights, commercial tort claims, goods covered by a
certificate of title, claims against any government or governmental agency,
consumer goods, crops growing or to be grown, timber to be cut, real property or
any interest therein, goods which are or are to become fixtures, as-extracted
collateral or cooperative interests, or any collateral that is not located in
the United States.




(iii)  [We
assume the description of Collateral contained in, or attached as schedules to,
the Financing Statement sufficiently describes the Collateral intended to be
covered by the Financing Statements.  Additionally, we express no
opinion as to whether the phrases “all personal property” or “all assets” or
similarly general phrases would be sufficient to create a valid security
interest in the Collateral or particular item or items of Collateral; however,
we note that pursuant to RCW 62A.9A-504, the phrases “all assets” or “all
personal property” can be a sufficient description of collateral for purposes of
perfection by the filing of a financing statement.] [SUBJECT TO
REVISION OR DELETION UPON REVIEW AND APPROVAL OF COLLATERAL DESCRIPTION
APPEARING IN FINANCING STATEMENT]




(iv)  We have
assumed that the Borrower has, or with respect to after-acquired property will
have, rights in the Collateral or the power to transfer rights in the
Collateral, and that value has been given, and we express no opinion as to the
nature or extent of the Borrower’s rights in any of the Collateral and we note
that with respect to any after-acquired property, the security interest will not
attach until the Borrower acquires such rights or power.




(v)  We call
to your attention to:  (a) the perfection of a security interest in
“proceeds,” including “cash proceeds” (both as defined in the Washington UCC),
of collateral is governed and restricted by RCW 62A.9A-315; (b) the limitations
in favor of buyers, lessees and licensees imposed by RCW 62A.9A-317, RCW
62A.9A-318, RCW 62A.9A-320 and RCW 62A.9A-321; (c) the limitations in favor of
transferees of money or funds from deposit accounts imposed by RCW 62A.9A-322;
and (d) other rights of persons in possession of money, instruments and proceeds
constituting certificated or uncertificated securities.




(vi)  Section
552 of the United States Bankruptcy Code limits the extent to which property
acquired by a debtor after the commencement of a case under the federal
Bankruptcy Code may be subject to a security interest arising from a security
agreement entered into by the debtor before the commencement of such
case.




(vii)  We
express no opinion with respect to any property subject to a statute, regulation
or treaty of the United States whose requirements for a security interest’s
obtaining priority over the rights of a lien creditor with respect to the
property preempt RCW 62A.9A-310(a).




(viii)  We
express no opinion with respect to any goods that are accessions to, or
commingled or processed with, other goods to the extent that the security
interest is limited by RCW 62A.9A -335 or RCW 62A.9A-336.




(ix)  We call
to your attention that a security interest may not attach or become enforceable
or be perfected as to contracts, licenses, permits, franchise agreements, equity
interests or other rights or benefits that are not assignable under applicable
law, or are not assignable by their terms, or that are assignable only with the
consent of governmental entities or officers, except to the extent provided in
RCW 62A.9A-406, RCW 62A.9A-407, RCW 62A.9A-408 or RCW 62A.9A-409, as applicable;
and we call to your attention that your rights under the Loan Documents as
secured parties may be subject to the provisions of the organizational documents
of any entity in which any equity interests (or other rights of equity holders
or investors) are pledged and the provisions of the applicable laws under which
any such entity is organized.




(x)  We
express no opinion regarding any security interest in any copyrights, patents,
trademarks, service marks or other intellectual property, or any license or
sublicense thereof or the proceeds of any of the foregoing except to the extent
Chapter 62A.9A RCW may be applicable to the foregoing and, without limiting the
generality of the foregoing, we express no opinion as to the effect of any
federal laws relating to copyrights, patents, trademarks, service marks or other
intellectual property on the opinions expressed herein.  In addition,
we express no opinion as to any security interest in any license or sublicense
of copyrights, patents, trademarks or other intellectual property except to the
extent that such license or sublicense affirmatively permits the creation,
perfection and enforcement of a security interest therein.  Without
limiting the generality of the preceding sentence, we express no opinion as to
any license, sublicense or mortgage, or exercise of lender remedies or
disclosure of information with respect thereto, that is subject to any
restriction or prohibition on assignment regardless of whether any such
prohibitions or restrictions may be rendered ineffective under the Washington
UCC.




(xi)  We have
assumed that any conditions to the effectiveness of the Loan Documents have been
satisfied or waived.




(xii)  We
express no opinion as to the security interest of the Collateral Agent for the
benefit of any person or entity except to the extent that the Collateral Agent
has been duly appointed as agent for such parties.




(xiii)  We advise
you (and our opinions are qualified by the fact) that, pursuant to the
provisions of RCW 62A.9A-507 and RCW 62A.9A-508, the perfection of any security
interests created under the Loan Documents will be terminated as to any
Collateral acquired or created more than four months after the Borrower so
changes its name or corporate identity (by merger or reincorporation, for
example) as to make the Financing Statement seriously misleading, unless an
appropriate amendment or new financing statement indicating the new name or
corporate identity of the Borrower is properly filed before the expiration of
such four month period.




(xiv)  With
respect to Washington State energy regulatory matters, we express no opinion as
to (A) any matters relating to the effect of ongoing regulatory requirements of
the WUTC or any other Governmental Authority, or to the obligations of PSE,
Puget Energy, Parent or any other Person to comply therewith, (B) any matters
governed by any law other than the Washington State Public Utilities Code, and
(C) the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction, including any federal laws or regulations.




(xv)  We call
to your attention that the WUTC has taken an expansive view of its jurisdiction
concerning shareholder level transactions.  With respect to Puget
Merger Sub Inc. as Borrower, our opinions speak only as of immediately before
the Effective Time of the Merger.  Our opinions do not address whether
the subsequent pledge of shares of PSE by Puget Energy (the Borrower as of the
Effective Time of the Merger) effectively creates a lien on any such
shares.  We note that realization upon and disposition of any such
shares would require consents or approvals under the Washington State Public
Utilities Code that are beyond the scope of this opinion letter.




This
letter is furnished only to you and is solely for your benefit in connection
with the transactions referenced in the first paragraph.  This letter
may not be relied upon by you for any other purpose, or furnished to, assigned
to, quoted to or relied upon by any other person, firm or entity for any
purpose, without our prior written consent, which may be granted or withheld in
our discretion.




We hereby
consent to reliance hereon by any Eligible Assignee that becomes a party to the
Credit Agreement pursuant to an assignment made in accordance with the terms and
conditions of the Credit Agreement, subject to the condition and understanding
that (i) this letter speaks only as of the date hereof and (ii) we have no
responsibility or obligation whatsoever to update this letter.




The
foregoing opinions are rendered as of the date of this letter.  We
assume no obligation to update or supplement any of such opinions to reflect any
changes of law or fact that may occur.




Very
      truly yours,





1Deposit Account Control Agreements to
come.


2 Financial Statement, including
description of Collateral, to come.











SCHEDULE
A




[LENDER/HEDGE
BANK LIST TO COME]













EXHIBIT
F


To Credit
Agreement









COLLATERAL
AGENCY AGREEMENT









Dated
[___________]









among









PUGET
MERGER SUB INC.,


as
the Borrower









PUGET
EQUICO LLC,


as
the Parent









BARCLAYS
BANK PLC,


as
the Collateral Agent









and









BARCLAYS
BANK PLC,


as
the Facility Agent













TABLE
OF CONTENTS






Article
1.       Definitions and
Interpretation




Article
2.      Appointment and Duties of Collateral
Agent; Secured Parties’ Agreements; Collateral
Matters





Section
2.01.                          Appointment
and Duties of Collateral
Agent




Section
2.02.                          Secured
Parties’ Agreements





Section
2.03.                          Collateral
Matters





Article
3.      Decision Making; Voting; Notice and
Procedures




Section
3.01.                          Decision
Making




Section
3.02.                          Voting
Generally




Section
3.03.                          Intercreditor
Votes: Each Party’s Entitlement to
Vote




Section
3.04.                          Intercreditor
Votes: Votes Allocated to Each
Party




Section
3.05.                          Unanimous
Voting
Issues




Section
3.06.                          Exercise
of Discretion With Respect to Intercreditor Aspects
of the Financing
Documents




Section
3.07.                          Certain
Modifications by the Secured
Parties




Section
3.08.                          Effect
of Amendment on Collateral
Agent




Section
3.09.                          Notification
of
Matters




Section
3.10.                          Notice
of Amounts
Owed




Article
4.      Default;
Remedies




Section
4.01.                          Notice
of
Defaults




Section
4.02.                          Acceleration;
Termination




Section
4.03.                          Instructions
Upon Event of
Default




Section
4.04.                          Remedies




Section
4.05.                          Distribution
of Collateral
Proceeds




Section
4.06.                          Sharing




Article
5.      Rights of Collateral
Agent




Article
6.      Resignation or Removal of the
Collateral
Agent




Article
7.      No Impairments of Other
Rights




Article
8.      Termination




Article
9.      Miscellaneous




Section
9.01.                          Waiver




Section
9.02.                          Notices




Section
9.03.                          Amendments,
Etc




Section
9.04.                          Successors
and
Assigns




Section
9.05.                          Survival




Section
9.06.                          Severability




Section
9.07.                          Counterparts




Section
9.08.                         GOVERNING
LAW




Section
9.09.                          Joinder




Section
9.10.                          Agreement
for Benefit of Parties
Hereto




Section
9.11.                          Integration




APPENDIX
A                       Unanimous
Voting Issues




APPENDIX
B                        Form
of Joinder Agreement


















COLLATERAL AGENCY
AGREEMENT




This
COLLATERAL AGENCY
AGREEMENT (this “Agreement”), dated as
of [__________] among PUGET MERGER SUB INC., a Washington corporation (the
“Merger Sub”),
PUGET EQUICO LLC, a Washington limited liability company (the “Parent”), BARCLAYS
BANK PLC, as facility agent under the Credit Agreement (as defined below) (in
such capacity, together with any successor facility agent appointed pursuant to
the Credit Agreement, the “Facility Agent”),
BARCLAYS BANK PLC as collateral agent for the Secured Parties (in such capacity,
together with any successor appointed pursuant to the Credit Agreement, the
“Collateral Agent”) and each Interest Rate Hedge Bank.




W I T N E S S E T H :




WHEREAS, the Merger Sub
entered into a Credit Agreement dated as of February 6, 2009 (said Agreement, as
it may hereafter be amended, amended and restated, supplemented or otherwise
modified from time to time, being the “Credit Agreement”)
with the Facility Agent, the Lenders and the other parties thereto;




WHEREAS, Puget Energy Inc., a
Washington corporation (the “Company”), upon the
consummation of the Merger, shall assume, pursuant to the Assumption Agreement,
all of the obligations of the Merger Sub under the Credit Agreement, this
Agreement and all of the other Financing Documents to which the Merger Sub is a
party; the Merger Sub (prior to the Effective Time) and the Company (upon and
after the Effective Time) are referred to herein as the “Borrower”;




WHEREAS, each of the Interest
Rate Hedge Banks has entered into or shall enter into after the date hereof an
Interest Hedging Agreement with the Borrower pursuant to which the Interest Rate
Hedge Banks will provide certain protection against movements in interest rates
on the terms and subject to the conditions set forth therein; and




WHEREAS, the Lenders and the
Interest Rate Hedge Banks wish to appoint the Collateral Agent to act on their
behalf in accordance with the provisions of the Security Documents and the terms
hereof.




NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto hereby agree as follows:




Article
1.                      Definitions and
Interpretation.




Section
1.01. Capitalized terms used herein but not defined herein shall have the
meanings assigned thereto in the Credit Agreement. The principles of
construction set forth in Article I of the
Credit Agreement shall apply to, and are hereby incorporated by reference in
this Agreement.




Section
1.02. In addition, the following terms shall have the following meanings under
this Agreement:




“Borrower Side Person”
has the meaning specified in Section
9.03.





“Creditor Side Person”
has the meaning specified in Section
9.03.




“Early Termination
Date” shall have the respective meaning assigned thereto under each
Interest Hedging Agreement.




“Hedge Default” shall
mean the occurrence of any event specified in an Interest Hedging Agreement that
entitles the Interest Rate Hedge Bank party thereto to cause the early
termination thereof in accordance with the terms thereof.




“Hedge Termination
Certificate” shall mean a certificate of any Interest Rate Hedge Bank
stating that an Early Termination Date has occurred or has been designated under
an Interest Hedging Agreement to which it is a party and setting forth the
resulting Settlement Amount.




“Indemnified
Liabilities” means all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and
disbursements (including Attorney Costs) of any kind or nature whatsoever which
may at any time be imposed on, incurred by or asserted against any Indemnified
Party in any way relating to or arising out of or in connection with (a) the
execution, delivery, enforcement, performance or administration of any Financing
Document or any other agreement, letter or instrument delivered in connection
with the transactions contemplated thereby or (b) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any investigation
of, preparation for or defense of any pending or threatened claim,
investigation, litigation or proceeding).




“Indemnified Party”
means, collectively, the Collateral Agent, its Affiliates and the directors,
officers, employees, agents, representatives, trustees and attorneys-in-fact of
such Persons and Affiliates.




“Indemnified Secured
Parties” has the meaning specified in Section
5.01(f).




“Intercreditor Vote”
shall mean a vote conducted in accordance with the procedures set forth in Article 3 hereof
among the Voting Parties entitled to vote with respect to the particular
decision at issue.




“Interest Rate Hedge
Bank” shall mean any Interest Rate Hedge Bank that executes a Joinder
Agreement pursuant to Section 3.03(b), but
in each case only for so long as any obligations of the Borrower remain
outstanding under the Interest Hedging Agreement to which such Interest Rate
Hedge Bank is a party; provided that no
Affiliate of the Borrower other than Macquarie Bank Limited and its successors
shall become an Interest Rate Hedge Bank.




“Majority Voting
Parties” shall mean, with respect to any proposed decision or action
hereunder, Voting Parties casting votes representing more than 50% of the Voting
Party Percentage.





“Member” shall mean
any Person owning of record or beneficially any of the issued and outstanding
Equity Interests in the Parent, the Borrower or Puget Holdings.




“Remedies Instruction”
shall mean a written instruction to the Collateral Agent from or on behalf of
the Required Voting Parties (i) certifying that (x) a Remedies Event of
Default has occurred and is continuing under the applicable Financing Document
and (y) an Intercreditor Vote has been conducted in accordance with the
requirements of this Agreement with respect to such Remedies Event of Default,
(ii) describing with reasonable specificity which particular remedies
available to the Secured Parties are to be pursued and which particular action
are to be taken by the Collateral Agent in response to such Remedies Event of
Default, and (iii) containing such other information as is permitted under
this Agreement.




“Remedies Event of
Default” shall mean the occurrence of an Event of Default under the
Credit Agreement or (b) the occurrence of a Hedge Default; provided that so long
as Secured Obligations (other than in respect of Interest Hedging Agreements
with Interest Rate Hedge Banks) are outstanding, a Hedge Default shall not
constitute a Remedies Event of Default unless an Event of Default has occurred
and is continuing at the time of such Hedge Default.




“Required Voting
Parties” shall mean:




(i)           with
respect to any modification, instruction or exercise of discretion made pursuant
to Section
3.05, the Unanimous Voting Parties; and




(ii)           in
all other cases not otherwise specifically delegated to the Collateral Agent (or
any Secured Party), the Majority Voting Parties.




“Secured Obligations”
shall mean, with respect to each Loan Party, as at any date, the sum, computed
without duplication, of the following: (i) the aggregate outstanding
principal amount of the Loans plus all accrued
interest on such amount plus (ii) all
other amounts from time to time payable under the Financing Documents plus accrued interest
on such amounts plus (iii) all
amounts payable to any Interest Rate Hedge Bank under any Interest Hedging
Agreement plus
(iv) any and all other Obligations.




“Secured Parties”
shall mean, collectively, the Agents, the Lenders, the Interest Rate Hedge Banks
and each co-agent or sub-agent appointed by the Facility Agent from time to time
pursuant to any Financing Document.




“Settlement Amount”
shall mean, as at any date of determination thereof, the amount calculated to be
due in respect of any Early Termination Date under any Interest Hedging
Agreement in accordance with the terms thereof.




“Unanimous Voting
Parties” shall mean, with respect to any proposed decision or action
hereunder, Voting Parties casting votes representing 100% of the Voting Party
Percentage.





“Voting Parties” means
the Lenders and, subject to Section 3.03(b), each
Interest Rate Fledge Bank.




“Voting Party
Percentage” shall mean, in connection with any proposed decision or
action hereunder, the actual percentage, as determined pursuant to Section 3.04, of
allotted votes cast in favor of such decision or action by the Secured Parties
entitled to vote with respect to such decision or action.




“Wall” has the meaning
specified in Section
9.03.




Article
2.                      Appointment and Duties of
Collateral Agent; Secured Parties’ Agreements; Collateral
Matters.




Section
2.01.                
Appointment and Duties
of Collateral Agent.




(a)           Each
of the Secured Parties hereby designates and appoints Barclays Bank PLC to act
as the Collateral Agent under the Security Documents, and authorizes the
Collateral Agent to execute each of the Security Documents on its behalf and
take such actions on its behalf under the provisions of the Security Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Collateral Agent by the terms of the Security Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary in any Security Document. the Collateral Agent shall
not have any duties or responsibilities, except those expressly set forth herein
and in the Security Documents, and no implied covenants, functions or
responsibilities, fiduciary or otherwise, shall be read into any of the Security
Documents or otherwise exist against the Collateral Agent. Without limiting the
generality of the foregoing, the use of the term “agent” herein and in
the other Financing Documents with reference to any Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable Law. Instead, such term is used merely as a
matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting
parties.




(b)           The
Collateral Agent shall give notice to the Secured Parties of any action to be
taken by it under any Security Document, and such notice shall be given prior to
the taking of such action unless the Collateral Agent determines that to do so
would be detrimental to the interests of the Secured Parties, in which event
such notice shall be given promptly after the taking of such
action.




(c)           Notwithstanding
any provision to the contrary in any Security Document, the Collateral Agent
shall not be required to exercise any discretionary rights or remedies under any
of the Security Documents or give any consent under any of the Security
Documents or enter into any agreement amending, modifying, supplementing or
waiving any provision of any Security Document unless it shall have been
directed to do so by the Required Voting Parties.




Section
2.02.                  Secured Parties’
Agreements.




(a)           Each
Secured Party agrees that, as among the Secured Parties, the security interest
in any Collateral granted under any Security Document (the “Security Interest”)
to the Collateral
Agent for the benefit of such Secured Party ranks and will rank equally in
priority with the Security Interest of each other Secured Party in the same
Collateral.




(b)           Any
proceeds of Collateral or amounts required to be deposited in the Lock-Up
Account pursuant to Section 6.12 of the
Credit Agreement and Section 4.02 of the
Security Agreement received by any Secured Party (other than from the Collateral
Agent pursuant hereto) shall be transferred by such Secured Party to the
Collateral Agent for application in accordance with the terms of the Financing
Documents.




(c)           Each
Secured Party agrees that the Collateral Agent may refrain from acting or
continuing to act in accordance with any instructions of the Required Voting
Parties to begin any legal action or proceeding arising out of or in connection
with any Transaction Document until it shall have received such indemnity or
security from the Secured Parties as it may reasonably require (whether by
payment in advance or otherwise) for all costs, claims, losses, expenses
(including reasonable legal fees and expenses) and liabilities which it will or
may expend or incur in complying or continuing to comply with such instructions;
provided, that
nothing in this subclause (c) shall be deemed to obligate any Secured Party to
provide any such indemnity or security.




Section
2.03.                      Collateral
Matters.




The
Secured Parties irrevocably agree that:




(a)           any
Lien on any property granted to or held by the Collateral Agent under any
Security Document shall be automatically released (i) upon termination of
the Commitments and indefeasible payment in full in cash of all Secured
Obligations (other than any contingent indemnity obligations not then due) or
(ii) subject to Section 3.05, if the
release of such Lien is approved, authorized or ratified in writing by the
Required Voting Parties.




(b)           Upon
request by the Collateral Agent at any time, the Secured Parties will confirm in
writing the Collateral Agent’s authority to release its interest in particular
types or items of property pursuant to this Section 2.03. In each
case as specified in this Section 2.03, the
Collateral Agent will (and each Secured Party irrevocably authorizes the
Collateral Agent to), at the Borrower’s expense, execute and deliver to the
Borrower or any Loan Party, as applicable, such documents as such Person may
reasonably request to evidence the release of such item of Collateral from the
assignment and security interest granted under the Security Documents, in
accordance with the terms of this Agreement or any other Financing
Document.




Article
3.                      Decision Making; Voting;
Notice and Procedures.




Section
3.01.                      Decision
Making.




(a)           Subject
to Section 4.02
and except for any action that may be taken unilaterally by a Secured Party as
expressly provided in any Financing Document, no Secured Party may exercise or
enforce any right, remedy, power or discretion, give any consent or any waiver,
or make any determination under or in respect of any provisions of the Financing
Documents, except in accordance with this Agreement. In connection with any
action permitted to be taken unilaterally by the Collateral Agent pursuant to
the express provisions of any Financing
Document. nothing herein shall preclude the Collateral Agent from consulting
such Secured Parties as the Collateral Agent may in its discretion deem
desirable.




(b)           Each
decision made in accordance with the terms of this Agreement shall be binding
upon each of the Secured Parties.




Section
3.02.                      Voting Generally.
Where, in accordance with this Agreement or any other Financing Document, the
modification, approval or other direction of the Required Voting Parties is
required, the determination of whether such modification, approval or direction
should be granted or withheld shall be determined by an Intercreditor
Vote.




Section
3.03.                      Intercreditor Votes: Each
Party’s Entitlement to Vote.




(a)           Except
as otherwise provided in this Section 3.03, each
Voting Party shall be entitled to vote in each Intercreditor Vote conducted
under this Agreement.




(b)           Unless
and until any Interest Rate Hedge Bank shall have delivered to the Collateral
Agent and each Secured Party a Hedge Termination Certificate, such Interest Rate
Hedge Bank shall not have (i) any voting rights with respect to Obligations
arising under any, Interest Hedging Agreement to which it is a party or
(ii) any voting rights with respect to any Intercreditor Vote; provided that any
such Interest Rate Hedge Bank shall at all times (subject to Section 3.03(c) and
3 03(d)) be a
Voting Party for purposes of the definition of “Unanimous Voting Parties” in
Section 1.01
hereof in respect of the issues set forth in Appendix A hereto.
If, after the date of this Agreement, any Person becomes an Interest Rate Hedge
Bank and such Person has not previously executed a counterpart of this Agreement
or a Joinder Agreement in the form of Appendix B hereto in
its capacity as an Interest Rate Hedge Bank, such Person shall execute and
deliver to the Collateral Agent (x) a Joinder Agreement in the form of Appendix B hereto and
(y) such other documentation as the Collateral Agent may reasonably request to
evidence the due authorization, execution and delivery of this Agreement by such
Person. By entering into or joining this Agreement, each Interest Rate Hedge
Bank shall be deemed to have agreed to be bound by the provisions set forth in
the other Financing Documents to which the Interest Rate Hedge Banks or the
Collateral Agent, on behalf of the Secured Parties, is a party.




(c)           None
of (i) any Affiliate of the Borrower or any Member that from time to time
holds any Commitment, any Loan or any other interest in a Secured Obligation
(other than, subject to Section 10.01 of the
Credit Agreement and Section 9.03
hereunder, Macquarie Affiliates in their respective capacity as a Lender and
Macquarie Bank Limited in its capacity as an Interest Rate Hedge Bank) or
(ii) any Lender that has agreed, directly or indirectly, to vote or
otherwise act at the direction or subject to the approval or disapproval of any
Person identified in clause (i) (each a “Non-Voting Lender”)
shall be entitled to participate in any Intercreditor Vote, and the Collateral
Agent in determining the percentage of votes cast shall deem each Non-Voting
Lender to have voted proportionately in accordance with the votes of the Lenders
thereunder entitled to vote.




(d)           Notwithstanding
any provision of this Agreement to the contrary, Macquarie Bank Limited, solely
in its capacity as an Interest Rate Hedge Bank, shall not be entitled
to vote on any matter that is subject to the vote of the Unanimous Voting
Parties or be entitled to cast any “tie-breaker” vote on any
matter.




Section
3.04.                  Intercreditor Votes: Votes
Allocated to Each Party.




(a)           Each
Voting Party, if entitled to cast a vote with respect to the matter being
considered, shall have the following number of votes in such Intercreditor
Vote:




(i)           with
respect to each Lenders, a number of votes equal to the unused Commitments
represented by such Lender plus the sum of the
Total Outstandings owed to such Lender; and




(ii)           from
and after the delivery of a Hedge Termination Certificate, with respect to each
Interest Rate Hedge Bank, a number of votes equal to the Settlement Amount, if
any, owing to such Interest Rate Hedge Bank set out in such Hedge Termination
Certificate.




(b)           In
calculating the Voting Party Percentage consenting to, approving, waiving or
otherwise providing direction with respect to a decision, the number of votes
cast in favor of the proposed consent, approval, waiver, direction or other
action shall be divided by the total number of votes entitled to be cast with
respect to such matter_ The Secured Parties (including any Secured Party that
becomes a party hereto after the date hereof) hereby waive any and all rights
they may have to object to or seek relief from the decision of the Voting
Parties voting with respect to any matter and agree to be bound by such
decision. Nothing contained in this Section 3.04(b) shall
preclude any Voting Party from participating in any re-voting or further voting
relating to such matter.




Section
3.05.                  Unanimous Voting
Issues. With respect to any of the matters listed on the attached Appendix A, unless
the Unanimous Voting Parties (acting in accordance with the procedures set forth
in this Article
3) shall so authorize the Collateral Agent, (i) no modification
shall be agreed to by the Collateral Agent under any Security Document,
(ii) no instruction shall be given to the Collateral Agent under or with
respect to any Security Document and (iii) no discretion shall be exercised
by the Collateral Agent under or with respect to any Security
Document.




Section
3.06.                  Exercise of Discretion With
Respect to Intercreditor Aspects of the Financing Documents. Unless an
Event of Default or Hedge Default has occurred and is continuing, and only to
the extent in all cases that the discretion exercised by or the actions taken by
the Collateral Agent could not reasonably be expected to result in an Event of
Default or Hedge Default or have a material adverse effect on the interests of
any Secured Party (but, for the avoidance of doubt, with the consent of the
Borrower or Parent, as applicable to the extent such consent is required under
the applicable Security Document), the. Collateral Agent may, without obtaining
the consent of any Secured Party other than as set forth in Section 3.07, modify
any Security Document to which it is a party to cure any ambiguity or to cure,
correct or supplement any provision contained therein which is inconsistent with
any other provisions contained therein.





Section
3.07.                  Certain Modifications by the
Secured Parties. Subject to Section 3.05 hereof,
the respective Secured Parties may at any time and from time to time in
accordance with the terms of the Financing Documents to which they are a party,
without any consent of or notice to any other Secured Party (but, for the
avoidance of doubt, with the consent of the Borrower or Parent, as applicable to
the extent such consent is required under the applicable Financing Document) and
without impairing or releasing the obligations of any Person under this
Agreement: (i) amend the Financing Document to which such Person is a party
in accordance with the terms thereof, (ii) release anyone liable in any
manner under or in respect of the Secured Obligations owing under the Financing
Document to which such Person is a party (but only in respect of such Secured
Obligations) and (iii) waive any provisions of any Financing Document
to which such Person is a party (in each case, provided such amendment or waiver
shall not materially and adversely affect the rights of any other Person under
this Agreement).




Section
3.08.                  Effect of Amendment on
Collateral Agent. No party hereto shall amend any provision of any
Financing Document that materially affects the Collateral Agent without the
written consent of the Collateral Agent.




Section
3.09.                  Notification of
Matters.




(a)           If
at any time (x) the Collateral Agent proposes to exercise any discretion
conferred on it under any Financing Document, (y) any Secured Party, in
accordance with this Agreement, notifies the Collateral Agent of a matter with
respect to which it believes the Collateral Agent should exercise its discretion
or (z) the Collateral Agent becomes aware (whether on its own or as a
consequence of any notification from a Secured Party) of any matter requiring a
determination or vote by the Secured Parties under this Agreement, then the
Collateral Agent shall promptly notify each other Secured Party of the matter in
question, specifying:




(i)          
 if applicable, the manner in which the Collateral Agent proposes to
exercise its discretion;




(ii)           the
Required Voting Parties (if any) required for such determination or vote;
and




(iii)          if
applicable, the time period determined by the Collateral Agent within which each
Secured Party must provide it with instructions in relation to such
matter.




(b)           The
Collateral Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Hedge Default, unless the Collateral Agent shall
have received written notice from a Secured Party or the Borrower referring to
this Agreement, describing such Default or Hedge Default and stating that such
notice is a “notice of default.” The Collateral Agent will notify the Secured
Parties of its receipt of any such notice. The Collateral Agent shall take such
action with respect to any Remedies Event of Default as may be directed by the
Required Voting Parties in accordance with this Agreement; provided that unless
and until the Collateral Agent has received any such direction, the Collateral
Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to a
Event of Default or Hedge Default as it shall deem advisable or in the best
interest of the Secured Parties.




Section
3.10.                  Notice of Amounts
Owed. In the event that the Collateral Agent is instructed by the
Required Voting Parties to proceed to foreclose upon, collect, sell or otherwise
dispose of or take any other action with respect to any or all of the Collateral
or to enforce any remedy under any other Financing Document, then upon the
request of the Collateral Agent, each Secured Party shall promptly notify the
Collateral Agent in writing, as of any time that the Collateral Agent may
reasonably specify in such request, of (i) the aggregate amount of the
respective Secured Obligations owing to such Secured Parties as of such date,
(ii) the components of such Secured Obligations and (iii) such other
information as the Collateral Agent may reasonably request.




Article
4.                      
Default;
Remedies.




Section
4.01.                  Notice of Defaults.
Promptly after any Secured Party obtains knowledge of the occurrence of any
Default or Event of Default or Hedge Default under any Financing Document to
which it is a party, such Secured Party shall notify the Collateral Agent in
writing thereof (a “Notice of Default”).
Each such Notice of Default shall specifically refer to this Section 4.01, shall
describe such Default or Event of Default or Hedge Default in reasonable detail
(including the date of occurrence) and may request that the Collateral Agent
initiate an Intercreditor Vote with respect to particular remedies (if any) that
such Secured Party is otherwise entitled to exercise. Upon receipt by the
Collateral Agent of any such notice, it shall promptly send copies thereof to
each Secured Party.




Section
4.02.                  Acceleration;
Termination. Notwithstanding any provision to the contrary in this
Agreement, (a) the Majority Lenders may at any time after the occurrence
and during the continuance of an Event of Default declare the unutilized
Commitments terminated and accelerate the Secured Obligations under the Credit
Agreement in accordance with the terms of the Credit Agreement and (b) any
Interest Rate Hedge Bank may at any time after the occurrence and during the
continuance of a Hedge Default cause the early termination of the relevant
Interest Hedging Agreement in accordance with the terms thereof. No
Intercreditor Vote or Remedies Instruction will be required to be taken or
delivered in respect of such Event of Default or Hedge Default, as the case may
be, prior to the Majority Lenders or any Interest Rate Hedge Bank, as the case
may be, taking such action.




Section
4.03.                  Instructions Upon Event of
Default.




(a)           At
any time, if a Remedies Event of Default has occurred and is continuing and has
not been rescinded or waived, the Required Voting Parties shall be entitled,
following an Intercreditor Vote conducted in accordance with the requirements of
this Agreement, to give the Collateral Agent a Remedies Instruction in respect
of such Remedies Event of Default.




(b)           If
the Collateral Agent has received a copy of a Remedies Instruction from the
Required Voting Parties and has not received written notice from the Required
Voting Parties that such Remedies Instruction has been withdrawn, the Collateral
Agent shall have the right, on behalf of
the Secured Parties, to take any and all actions and to exercise any and all
rights, remedies and options that it may have under any of the Security
Documents (including any direction contained in the Remedies Instruction or in a
separate instrument in writing executed and delivered to the Collateral Agent);
provided, that,
if requested by the Collateral Agent, the Collateral Agent shall have received
adequate security or indemnity as provided in Section
2.02(c).




(c)           The
Collateral Agent shall not be obligated to follow any Remedies Instruction
received pursuant to Section 4.03(a) or
otherwise under the Security Documents to the extent the Collateral Agent has
received an opinion of independent counsel addressed to it to the effect that
such Remedies Instruction appear to be in conflict with any applicable Law or
this Agreement or any other Financing Document or could result in the Collateral
Agent’s being subject to (i) criminal liability or (ii) civil
liability or civil litigation for which it has not received adequate indemnity
under Section
2.02(c) in any jurisdiction in question; provided, however, under no
circumstances shall the Collateral Agent be liable for acting or refraining from
acting in accordance with the Remedies Instruction of the Required Voting
Parties.




Section
4.04.                  Remedies.




(a)           No
remedy conferred upon or reserved to the Collateral Agent in this Agreement or
in the other Financing Documents is intended to be exclusive of any other remedy
or remedies, but every such remedy shall be cumulative and shall be in addition
to every other remedy conferred in this Agreement or in the other Financing
Documents or now or hereafter existing at law or in equity or by
statute.




(b)           No
delay or omission of the Collateral Agent to exercise any right, remedy or power
accruing upon any Event of Default or Hedge Default shall impair any such right,
remedy or power or shall be construed to be a waiver of or acquiescence in any
Event of Default or Hedge Default. Every right, power and remedy given by this
Agreement or any other Financing Document to the Collateral Agent may be
exercised from time to time and as often as may be deemed expedient by the
Collateral Agent.




(c)           All
suits or proceedings to assert claims upon or under this Agreement and the other
Financing Documents to which the Collateral Agent is a party shall be brought by
the Collateral Agent in its name as Collateral Agent and any recovery of
judgment shall be held as part of the Collateral.




Section
4.05.                  Distribution of Collateral
Proceeds.




(a)           Application of
Proceeds. Except as otherwise herein expressly provided, the proceeds of
any collection, sale or other realization of all or any part of the Collateral
pursuant hereto and the Security Documents, and any other cash at the time held
by the Collateral Agent under this Article 4, shall be
applied by the Collateral Agent:




First, to the payment
of the costs and expenses of such exercise of remedies, including reasonable
out-of-pocket costs and expenses of the Agents, the reasonable fees and expenses
of their agents and counsel and all other reasonable expenses incurred and
advances made by the Agents in that connection;




Next, to the payment
in full of the remaining Secured Obligations equally and ratably in accordance
with their respective amounts then due and owing in respect of the Financing
Documents, or as the Secured Parties holding the same may otherwise unanimously
agree; and




Finally, subject to
the rights of any other holder or holders of any Lien on the relevant
Collateral, to the payment to the Borrower, or its respective successors or
assigns, or as a court of competent jurisdiction may direct, of any surplus then
remaining.




(b)           Borrower Remains
Obligated. No sale or other disposition of all or any part of the
Collateral pursuant to the Security Documents shall be deemed to relieve the
Borrower of its Obligations under any Financing Document to which it is a party
except to the extent the proceeds thereof are applied to the payment of such
Obligations.




(c)           As
used in this Section
4.05, “proceeds” of the Collateral means cash, securities and other
property realized in respect of, and distributions in kind of, the Collateral,
including any securities entitlements or other funds or property credited to the
Lock-Up Account and such proceeds of the Collateral received under any
reorganization, liquidation or adjustment of debt of the Borrower on any of the
Collateral.




Section
4.06.                  Sharing. The parties
hereto expressly acknowledge and agree that it is the intention of the Secured
Parties, in committing to extend and in extending credit to the Borrower, that
the proceeds of the Collateral and the proceeds of any action taken pursuant to
a Remedies Instruction are to be distributed equally among the Secured Parties
pro rata according to
the percentage of the aggregate Secured Obligations held by each such Secured
Party and, in each case such proceeds shall be distributed, applied or disposed
of in accordance with this Article 4, and the
Secured Parties, as among themselves, agree that, except as otherwise expressly
provided herein, such proceeds shall be distributed on such basis.




Article
5.                     
 Rights of
Collateral Agent.




Section
5.01. (a) The Collateral Agent may execute any of its duties under any Security
Document by or through agents, sub-agents or attorneys-in-fact and shall be
entitled to rely on the advice of counsel (including counsel to the Borrower)
concerning all matters pertaining to such duties. The Collateral Agent shall not
be responsible for the negligence or misconduct of any agent or sub-agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct (as determined in the final judgment of a court of competent
jurisdiction).




(b)
Neither the Collateral Agent nor its Affiliates nor any of their respective
officers, directors, employees, agents or attorneys-in-fact shall be
(i) liable to any of the Secured Parties for any action lawfully taken or
omitted to be taken by it hereunder or under or in connection with any Security
Document (except for its gross negligence, willful misconduct or unlawful acts,
as determined by the final judgment of a court of competent jurisdiction, in
connection with its duties expressly set forth herein), or (ii) responsible
in any manner to any of the Secured Parties for any recitals, statements,
representations or warranties made by the Borrower or any other Loan Party or
any representative of any thereof contained in any Financing
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Collateral Agent under or in connection
with, any Financing Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of the Financing Documents, or the
perfection or priority of any Lien or security interest created or purported to
be created under the Security Documents, or for any failure of the Borrower or
any other Loan Party to perform their obligations thereunder. The Collateral
Agent as such shall not be under any obligation to any Secured Party to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, any Financing Document or to inspect
the properties, books or records of the Borrower or any other Loan
Party.




(e)           The
Collateral Agent shall be entitled to rely conclusively, and shall be fully
protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, electronic mail message, telex or
teletype message, statement, order or other document believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including counsel to
the Borrower), independent accountants and other experts selected by the
Collateral Agent The Collateral Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other
Financing Document in accordance with a request or consent of the Required
Voting Parties and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Secured Parties.




(d)           The
Borrower agrees to pay, within 15 days after written demand, to the Collateral
Agent the amount of any and all reasonable and documented out-of-pocket
expenses, including the reasonable and documented Attorney Costs of one New York
counsel and one local state counsel in each other applicable jurisdiction, and
the reasonable costs of any experts and agents which the Collateral Agent may
reasonably incur in connection with (i) the administration of the Security
Documents, (ii) the custody or preservation of, or the sale of, collection
from, or other realization upon, any of the Collateral, (iii) the exercise
or enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the Collateral Agent or the Secured Parties under any of
the Security Documents or (iv) the failure by the Borrower, any other Loan
Party or any Affiliate thereof to perform or observe any of the provisions of
the Security Documents.




(e)           Whether
or not the transactions contemplated hereby are consummated, the Secured Parties
shall indemnify upon demand the Collateral Agent (to the extent the Collateral
Agent is required to be but is not reimbursed by or on behalf of the Loan
Parties and without limiting the obligation of the Loan Parties to do so), pro
rata (at the time such indemnity is sought), and hold harmless the Collateral
Agent from and against any and all Indemnified Liabilities incurred by it; provided that no
Secured Party shall be liable for the payment to the Collateral Agent of any
portion of such Indemnified Liabilities resulting from the gross negligence or
willful misconduct of the Collateral Agent as determined by the final judgment
of a court of competent jurisdiction; provided further that
no action taken in accordance with the directions of the Required Voting Parties
shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section 5.01(e). In
the case of any investigation, litigation or proceeding giving rise to any
Indemnified Liabilities, this Section 5.01(e)
applies whether any such investigation, litigation or proceeding is brought by
any Secured Party or any other
Person. The undertaking in this Section 5.01(e) shall survive termination of the
Secured Obligations, the payment of all other Obligations and the resignation of
the Collateral Agent.




(f)           Whether
or not the transactions contemplated hereby are consummated, the Borrower shall
indemnify and hold harmless the Collateral Agent (“Indemnified Secured
Party”) from and against any and all liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses
and disbursements (including Attorney Costs) of any kind or nature whatsoever
which may at any time be imposed on, incurred by or asserted against the
Indemnified Secured Party in any way relating to or arising out of or in
connection with (a) the execution, delivery, enforcement, performance or
administration of any Financing Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby,
(b) any Commitment or Loan or the use or proposed use of the proceeds
therefrom, or (c) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by the
Borrower or any Subsidiary, or any Environmental Liability related in any way to
the Borrower or any Subsidiary, or (d) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any investigation
of, preparation for or defense of any pending or threatened claim,
investigation, litigation or proceeding), in all cases, whether or not caused by
or arising, in whole or in part, out of the negligence of the Indemnified
Secured Party; provided that such
indemnity shall not, as to the Indemnified Secured Party, be available to the
extent that such liabilities, obligations, losses, damages, penalties, claims,
demands, actions, judgments, suits, costs, expenses or disbursements resulted
from the gross negligence, bad faith or willful misconduct of the Indemnified
Secured Party. Neither the Indemnified Secured Party nor the Borrower shall have
any liability for any special, punitive, indirect or consequential damages
relating to this Agreement or any other Financing Document or arising out of its
activities in connection herewith or therewith (whether before or after the
Financial Closing Date). In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 5.01(f)
applies, such indemnity shall be effective whether or not any of the
transactions contemplated hereunder or under any of the other Financing
Documents is consummated. All amounts due under this Section 5.01(f) shall
be paid within ten (10) Business Days after demand therefor. The agreements in
this Section
5.01(f) shall survive the resignation of the Collateral Agent, the
replacement of any Secured Party, the termination of any Secured Obligation and
the repayment, satisfaction or discharge of all the other
Obligations.




(g)           Each
Secured Party acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by any Agent hereafter taken,
including any consent to and acceptance of any assignment or review of the
affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute
any representation or warranty by any Agent- Related Person to any Secured Party
as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Secured Party represents to each
Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Borrower Group, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrower under the Financing Documents.
Each Secured Party
also represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Financing Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the Borrower. Except for
notices, reports and other documents expressly required to be furnished to the
Secured Parties by any Agent herein, such Agent shall not have any duty or
responsibility to provide any Secured Party with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Borrower or any of its Affiliates which may
come into the possession of any Agent-Related Person.




(h)           Barclays
Bank PLC and its Affiliates may make loans to, accept deposits from, acquire
Equity Interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Borrower and its
Affiliates as though Barclays Bank PLC were not the Collateral Agent hereunder
and without notice to or consent of the Secured Parties. The Secured Parties
acknowledge that, pursuant to such activities, Barclays Bank PLC or its
Affiliates may receive information regarding the Borrower or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of the Borrower or such Affiliates) and acknowledge that the Collateral
Agent shall be under no obligation to provide such information to
them.




Article
6.                      
Resignation or Removal
of the Collateral Agent.




The
Collateral Agent may resign as Collateral Agent upon ten days’ notice to the
Secured Parties and the Borrower and may be removed at any time with or without
cause by the Required Voting Parties, with any such resignation or removal to
become effective only upon the appointment of a successor collateral agent under
this Article 6.
If the Collateral Agent shall resign or be removed as Collateral Agent, then the
Facility Agent and the Required Voting Parties shall (and if no such successor
shall have been appointed within 30 days of the Collateral Agent’s notice of
resignation or removal, the Collateral Agent may) appoint a successor collateral
agent for the Secured Parties, which successor collateral agent (so long as no
Default or Hedge Default has occurred and is continuing) shall be reasonably
acceptable to the Borrower, whereupon such successor collateral agent shall
succeed to the rights, powers and duties of the Collateral Agent, and the term
“Collateral Agent” shall mean such successor collateral agent effective upon its
appointment, and the former Collateral Agent’s rights, powers and duties as
Collateral Agent shall be terminated, without any other or further act or deed
on the part of such former Collateral Agent (except that the former Collateral
Agent shall deliver all Collateral then in its possession to such successor
collateral agent and execute such documents and instruments as may be necessary
to transfer the Liens of record under the Security Documents in favor of the
Collateral Agent to such successor collateral agent) or any of the other Secured
Parties. After resignation or removal hereunder as collateral agent, the
provisions of this Agreement shall inure to the former Collateral Agent’s
benefit, and continue to be binding upon the former Collateral Agent, as to any
actions taken or omitted to be taken by it while it was Collateral
Agent.





Article
7.                     
 No Impairments
of Other Rights.




Nothing
in this Agreement is intended or shall be construed to impair, diminish or
otherwise adversely affect any other right the Secured Parties may have or may
obtain against the Borrower or any other Loan Party.




Article
8.                      
Termination.




This
Agreement shall remain in full force and effect until the termination of the
Commitments, termination or expiration of the Interest Hedging Agreements and
the indefeasible payment in full in cash of the Secured Obligations (other than
any contingent obligations not then due).




Article
9.            
          Miscellaneous.




Section
9.01.                  Waiver. No failure on
the part of the Collateral Agent or the other Secured Parties to exercise and no
delay in exercising, and no course of dealing with respect to, any right,
remedy, power or privilege under this Agreement shall operate as a waiver of
such right, remedy, power or privilege, nor shall any single or partial exercise
of any right, remedy, power or privilege under this Agreement preclude any other
or further exercise of any such right, remedy, power or privilege or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges provided in this Agreement are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by
law.




Section
9.02.                  Notices. All notices
and communications to be given under this Agreement shall be given or made in
writing to the intended recipient at the address specified below or, as to any
party hereto, at such other address as shall be designated by such party in a
notice to each other party hereto. Except as otherwise provided in this
Agreement, all such written notices shall be mailed, faxed or delivered to the
applicable address, facsimile number or electronic mail address. All such
notices and other communications shall be deemed to be given or made upon the
earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A)
if delivered by hand or by courier, when signed for by or on behalf of the
relevant party hereto; (B) if delivered by mail, four (4) Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail, when delivered and receipt has been confirmed by telephone:




To the
Borrower:




Puget
Merger Sub Inc.




Level 22,
125 West 55th Street




New York,
NY 10019




Attention:
[____________]




Phone:
[____________]




Facsimile:
[____________]




Email:
[____________]













To the Facility
Agent:




Barclays
Bank PLC




745
Seventh Avenue




New York,
NY 10019




Phone:
[____________]




Fax:
[____________]




Attention:
[____________]




To the Collateral
Agent:




Barclays
Bank PLC




745
Seventh Avenue




New York,
NY 10019




Phone:
[____________]




Fax:
[____________]




Attention:
[____________]




To each Interest Rate Hedge
Bank:




As set
forth on the signature page hereto or in the Joinder Agreement to which such
Interest Rate Hedge Bank is a party.




Section
9.03.                 Amendments, Etc.
Subject to Section
3.03(d), no provision of this Agreement may be modified, supplemented or
waived except by an instrument in writing duly executed by each of the Secured
Parties and, if any of the material rights and duties of the Borrower are being
directly affected, by the Borrower; provided, however, that no
amendment waiver or consent (including, without limitation, any Intercreditor
Vote) of Macquarie Affiliates in such Person’s capacity as a Lender or
Participant (each a “Creditor Side
Person”), shall be effective (i) except with respect to Loans and
Commitments not in excess of $50,000,000 in the aggregate at any time and (ii)
unless each such Person has in place a Wall between such Creditor Side Person
and any Persons authorized to take action on behalf of the Borrower (such
Persons, “Borrower
Side Persons”) such that information is not shared between a Creditor
Side Person and Borrower Side Persons (other than on arm’s-length, third party
terms) and decisions of Creditor Side Persons are made, and actions taken,
independent of considerations of Borrower Side Persons. Any such modification,
supplement or waiver shall be for such period and subject to such conditions as
shall be specified in the instrument effecting the same and shall be binding
upon the Collateral Agent and each of the other parties hereto, and any such
waiver shall be effective only in the specific instance and for the purposes for
which given. For purposes hereof, “Wall” shall mean with
respect to any Creditor Side Person and Borrower Side Person, such Persons (x)
do not have interlocking officers, directors or employees, (y) have separate
offices and information systems such that a Creditor Side Person does not have
access to non-public information in the possession of a Borrower Side Person
(and vice versa), and (z) have a formalized process or procedure prohibiting the
disclosure of non-public information to the other such
Person. A Creditor Side Person shall provide reasonable evidence of the Wall
upon the reasonable request of a Secured Party or the Collateral
Agent.




Section
9.04.                  Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the Borrower, the Collateral Agent, the Secured Parties and their respective
successors and permitted assigns. The Collateral Agent may assign or transfer
its rights under this Agreement to any of its Affiliates without the prior
written consent of any party hereto; provided, that the Collateral Agent shall
notify the Borrower in writing of such assignment or transfer promptly following
the effectiveness thereof. Neither the Borrower nor the Parent may assign or
transfer its rights or obligations hereunder.




Section
9.05.                  Survival. All
representations and warranties made in this Agreement or in any certificate or
other document delivered pursuant to or in connection with this Agreement shall
survive the execution and delivery of this Agreement or such certificate or
other document (as the case may be) or any deemed repetition of any such
representation or warranty.




Section
9.06.                  Severability. Any
provision of this Agreement that is prohibited or becomes unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction, and the parties hereto shall enter into good faith
negotiations to replace such prohibited or unenforceable provision.




Section
9.07.                  Counterparts. This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be effective for purposes of binding the parties hereto, but
all of which together shall constitute one and the same instrument.




Section
9.08.                 GOVERNING LAW. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.




Section
9.09.                  Joinder. Each Lender
that becomes a “Lender” under the Credit Agreement (in accordance with the
provisions of Section
10.07(b) of the Credit Agreement) after the date hereof shall become a
party to this Agreement upon its execution of an Assignment and Assumption
Agreement contemplated by such Section
10.07.




Section
9.10.                  Agreement for Benefit of
Parties Hereto. Except for the Secured Parties and their respective
successors and permitted assigns, nothing in this Agreement, express or implied,
is intended or shall be construed to confer upon, or to give to, any Person
other than the parties hereto and their respective successors and permitted
assigns, and Persons for whom the parties hereto are acting as agents or
representatives, any right, remedy or claim under or by reason of this Agreement
or any covenant, condition or stipulation hereof; and the covenants,
stipulations and agreements contained in this Agreement are and shall be for the
sole and exclusive benefit of the parties hereto and their respective successors
and permitted assigns and Persons for whom the parties hereto are acting as
agents or representatives.


Section
9.11.                  Integration. This
Agreement constitutes the entire agreement and understanding among the parties
to this Agreement with respect to the matters covered by this Agreement and
supersedes any and all prior agreements and understandings, written or oral,
with respect to such matters.




[Signature
Page Follows]
















IN
WITNESS WHEREOF, the Borrower has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.




PUGET
      MERGER SUB INC.
              
              By: _________________________________
              Title:By: _________________________________
              Title:

















PUGET
      EQUICO LLC
              
              
              
              By: __________________________________
              Name:
              Title:By: ___________________________________
              Name:
              Title:






















BARCLAYS
      BANK PLC,
              as
      Collateral Agent
              
              By: ____________________________________
              Name:
              Title:BARCLAYS
      BANK PLC,
              as
      Facility Agent
              
              By: ____________________________________
              Name:
              Title:

















EXHIBIT
G-1


to Credit
Agreement




SOLVENCY
CERTIFICATE


OF
THE BORROWER AND ITS SUBSIDIARIES




I,
[______________],[______________] the Chief Financial Officer of Puget Merger
Sub Inc., a Washington corporation, (the “Borrower”) with
responsibility for financial matters of the Borrower, hereby certify, in my
capacity as such and not in my individual capacity, on behalf of the Borrower
(after giving effect to the consummation of the Merger) that I am the Chief
Financial Officer of the Borrower, that I am familiar with the properties,
businesses, assets, finances and operations of the Borrower Group and that I am
duly authorized to execute this Financial Condition Certificate on behalf of the
Borrower, which is being delivered pursuant to Section 4.02(n)(i)(x)
of the Credit Agreement, dated as of [______________], 2008 (as amended, amended
and restated, supplemented and/or modified and in effect from time to time, the
“Credit
Agreement”), among the Borrower, the Lenders party thereto from time to
time, and Barclays Bank PLC, as Facility Agent.  Capitalized terms
used herein but not defined herein shall have the meanings assigned thereto in
the Credit Agreement.




In
reaching the conclusions set forth in this Financial Condition Certificate, I
have carefully reviewed the Financing Documents and the contents of this
Financial Condition Certificate and, in connection herewith, have taken into
consideration all things necessary or material, and I have made appropriate
inquiries and investigation with responsible officers and employees of the
members of the Borrower Group, in order to make the above and the following
certifications.




I hereby
further certify that (with respect to paragraphs I, 2, 3 and 4, as evidenced by
the updated Financial Model referred to in Section 4.02(q) of
the Credit Agreement):




1.  To the
best of my knowledge, on the date hereof, immediately after giving effect to the
consummation of the transactions contemplated by the Credit Agreement and the
other Transaction Documents to be consummated on the date hereof, the fair value
of the property of the Borrower and its Subsidiaries, taken as a whole, is
greater than the total amount of liabilities (including contingent liabilities)
of the Borrower and its Subsidiaries.  With respect to any contingent
liabilities, the amount of contingent liabilities on the date hereof shall be
computed as the amount that, in light of all of the facts and circumstances
existing on the date hereof, represents the amount that can reasonably be
expected to become an actual or matured liability.




2.  To the
best of my knowledge, on the date hereof, immediately after giving effect to the
consummation of the transactions contemplated by the Credit Agreement and the
other Transaction Documents, the present fair saleable value of the assets of
the Borrower and its Subsidiaries, taken as a whole, is not less than the amount
that will be required to pay the probable liabilities of the Borrower and its
Subsidiaries on their debts as they become absolute and matured.




3.  As of the
date hereof, neither the Borrower nor any of its Subsidiaries intends to incur,
nor believes that it will incur, debts or liabilities beyond the ability of the
Borrower and its Subsidiaries, taken as whole, to pay such debts or liabilities
as they mature.




4.  To the
best of my knowledge, on the date hereof, immediately after giving effect to the
consummation of the transactions contemplated by the Credit Agreement and the
other Transaction Documents, the Borrower and its Subsidiaries, taken as a
whole, is neither engaged in business or in a transaction, nor about to engage
in business or in a transaction, for which the property of the Borrower and its
Subsidiaries, taken as a whole, would constitute unreasonably small
capital.




5.  As of the
date hereof, after giving effect to the transactions contemplated by the Credit
Agreement and the other Transaction Documents, the Group FFO Coverage Ratio is
at least 1.30 to 1.00, calculated on the basis of the financial projections
delivered pursuant to Section 4.02(q) of
the Credit Agreement and for the period of twelve (12) months after such
date.




6.  As of the
date hereof, after giving effect to the transactions contemplated by the Credit
Agreement and the other Transaction Documents, the Group FFO Leverage Ratio is
at least 7.125%, calculated on the basis of the financial projections delivered
pursuant to Section
4.02(q) of the Credit Agreement, for the period of 12 months occurring
after the Financial Closing Date.




7.  As of the
date hereof, there is no payment default by any Borrower Group Member in respect
of principal, interest or other amounts owing in respect of Indebtedness other
than (x) Indebtedness being repaid with the proceeds of Loans made on the
Financial Closing Date and (y) if such payment default is in respect of any
Indebtedness having an aggregate principal amount of less than $50,000,000 (1)
such failure to pay was caused by an error or omission of an administrative or
operational nature; (2) funds were available to such party to enable it to make
the relevant payment when due and there were no restrictions or prohibitions on
the use of such funds to make such payments at such time; and (3) such party
confirmed in writing to the Facility Agent that such payment will be made within
one Business Day.




[Signature
Pages Follow]















PUGET
      MERGER SUB INC.
              
              
              
              By:   _______________________________________________
              Name:
              Title:   
      Chief Financial Officer







Dated:  ______________,
_______










EXHIBIT
G-2




to Credit
Agreement




SOLVENCY
CERTIFICATE


OF
THE PARENT AND ITS SUBSIDIARIES




I,
[______________], [______________] an Authorized Officer of Puget Intermediate
Holdings, Inc., a Washington corporation, (the “Parent”) with
responsibility for financial matters of Parent, hereby certify, in my capacity
as such and not in my individual capacity, on behalf of Parent (after giving
effect to the consummation of the Merger) that I am an Authorized Officer of
Parent, that I am familiar with the properties, businesses, assets, finances and
operations of Parent and its Subsidiaries and that I am duly authorized to
execute this Financial Condition Certificate on behalf of Parent, which is being
delivered pursuant to Section 4.02(n)(i)(y)
of the Credit Agreement, dated as of [______________], 2008 (as amended, amended
and restated, supplemented and/or modified and in effect from time to time, the
“Credit
Agreement”), among the Borrower, the Lenders party thereto from time to
time, and Barclays Bank PLC, as Facility Agent.  Capitalized terms
used herein but not defined herein shall have the meanings assigned thereto in
the Credit Agreement.




In
reaching the conclusions set forth in this Financial Condition Certificate, I
have carefully reviewed the Financing Documents and the contents of this
Financial Condition Certificate and, in connection herewith, have taken into
consideration all things necessary or material, and I have made appropriate
inquiries and investigation with responsible officers and employees of Parent,
in order to make the above and the following certifications.




I hereby
further certify that (with respect to paragraphs 1, 2, 3 and 4, as evidenced by
the updated Financial Model referred to in Section 4.02(q) of
the Credit Agreement):




1.  To the
best of my knowledge, on the date hereof, immediately after giving effect to the
consummation of the transactions contemplated by the Credit Agreement and the
other Transaction Documents to be consummated on the date hereof, the fair value
of the property of Parent and its Subsidiaries, taken as a whole, is greater
than the total amount of liabilities (including contingent liabilities) of
Parent and its Subsidiaries.  With respect to any contingent
liabilities, the amount of contingent liabilities on the date hereof shall be
computed as the amount that, in light of all of the facts and circumstances
existing on the date hereof, represents the amount that can reasonably be
expected to become an actual or matured liability.




2.  To the
best of my knowledge, on the date hereof, immediately after giving effect to the
consummation of the transactions contemplated by the Credit Agreement and the
other Transaction Documents, the present fair saleable value of the assets of
Parent and its Subsidiaries, taken as a whole, is not less than the amount that
will be required to pay the probable liabilities of Parent and its Subsidiaries
on their debts as they become absolute and matured.




3.  As of the
date hereof, Parent and its Subsidiaries neither intends to incur, nor believes
that it will incur, debts or liabilities beyond the ability of Parent and its
Subsidiaries, taken as whole, to pay such debts or liabilities as they
mature.




4.  To the
best of my knowledge, on the date hereof, immediately after giving effect to the
consummation of the transactions contemplated by the Credit Agreement and the
other Transaction Documents, Parent and its Subsidiaries, taken as a whole, is
neither engaged in business or in a transaction, nor is about to engage in
business or in a transaction, for which the property of Parent and its
Subsidiary would constitute unreasonably small capital.




[Signature
pages follow]

















PUGET
      INTERMEDIATE HOLDINGS INC.
              
              
              
              By:   _______________________________________________
              Name:
              Title:   
      Authorized Officer


Dated:                         ,











EXHIBIT
H


To Credit
Agreement









CREDIT
AGREEMENT




See
Executed Credit Agreement dated as of February 6, 2009 among Puget Sound Energy,
Inc. as Borrower, Barclays Bank PLC, as Facility Agent, the other agents party
thereto, and the lenders party thereto.












EXHIBIT
I
 to Credit
Agreement
  TERMS
OF SUBORDINATION
  These
terms refer to the Credit Agreement dated as of [________], 2008 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”
among Puget Merger Sub, Inc., a Washington corporation, (the “Borrower”), the
Lenders party thereto from time to time, and Barclays Bank PLC, in its capacity
as facility agent for the Lenders (in such capacity, the “Facility
Agent”).  Capitalized expressions in these terms shall, unless
otherwise defined in these terms, have the meaning given in the Credit Agreement
or, if not defined therein, the meaning given in the Collateral Agency
Agreement.
  All
Management Fees payable by the Borrower and its Subsidiaries shall include or be
subject to the following terms:
  1.  General.  To
the extent and in the manner set forth herein, the payment of any Management Fee
is expressly made subordinate and subject in right of payment to the prior
payment in full of all the Obligations.  Except to the extent
permitted pursuant to the last sentence of this paragraph, any Person entitled
to payment of Management Fees (each a “Payee”) agrees that
it will not ask, demand, sue for, take or receive from the Borrower, by set-off
or in any other manner, or retain payment (in whole or in part) of the
Management Fees, or any security therefor, unless and until all of the
Obligations have been paid in full in cash and the Commitments terminated (other
than contingent obligations not then due).  Each Payee directs the
Borrower to make, and the Borrower agrees to make, such prior payment of the
Obligations.  Notwithstanding the foregoing, payment by the Borrower
of or in respect of the Management Fees may be made, and the Payees may ask,
demand, sue for, take or receive from the Borrower, by set-off or in any other
manner, or retain payment of (in whole or in part) the Management Fees, in each
case to the extent (and at such times) that the Borrower is entitled to make
Restricted Payments pursuant to Section 7.05 of the
Credit Agreement.
  2.  Payment Upon Dissolution,
Etc.  In the event of:
  (a)  any
insolvency or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection therewith,
relative to the Borrower or any of its Subsidiaries or to any of their creditors
as such, or to any of their assets; or
  (b)  any
liquidation, dissolution or other winding up of the Parent or the Borrower or
any of its Subsidiaries, whether partial or complete and whether voluntary or
involuntary and whether or not involving insolvency or bankruptcy;
or
  (c)  any
assignment for the benefit of creditors or any other marshalling of all or any
substantial part of the assets and liabilities of the Parent or the Borrower or
any of its Subsidiaries;
  then and
in any such event the Secured Parties shall be entitled to receive payment in
full of all amounts due or to become due on or in respect of all the Obligations
before the Payees shall be entitled to receive any payment on account of the
Management Fees, and to that end, any payment or distribution of any kind or
character, whether in cash, property or securities which may be payable or
deliverable in respect of the Management Fees, proceeding, dissolution,
liquidation or other winding up or event shall instead be paid or delivered
directly to the Secured Parties for application to the Obligations, whether or
not due, until the Obligations shall have first been fully paid and satisfied in
cash (other than contingent obligations not then due).
  3.  No Payment When Facilities
in Default.  Except as may be permitted pursuant to the Credit
Agreement, if any Default, Event of Default or Lock-Up Event has occurred and is
continuing, then no payment shall be made by the Borrower on or in respect of
the Management Fees.
  4.  Proceedings Against
Borrower, No Collateral.  The Payees shall not, without the
prior written consent of the Unanimous Voting Parties (as long as any Obligation
is outstanding):
  (a)  commence
any judicial action or proceeding to collect payment of principal of or interest
on the Management Fees; or
  (b)  commence
any judicial action or proceeding against the Borrower in bankruptcy, insolvency
or receivership law; or
  (c)  take any
collateral security for the Management Fees.
  5.  Further
Assurances.  Each Payee agrees to execute and deliver to the
Secured Parties all such further instruments, proofs of claim, assignments of
claim and other instruments, and take all such other action, as may be
reasonably requested by the Secured Parties to enforce the Secured Parties
rights hereunder.
  6.  Notice;
Disclosure.  The Payees agree, for the benefit of each Secured
Party, that they will give the Collateral Agent on behalf of each Secured Party
prompt notice of any default by the Borrower of which the Payees are aware in
respect of the Management Fees.
  7.  No Waiver; Modification to
Facilities.  (a)  No failure on the
part of the Secured Parties, and no delay in exercising, any right, remedy or
power hereunder shall operate as a waiver thereof by Secured Parties, nor shall
any single or partial exercise by the Secured Parties of any right, remedy or
power hereunder shall preclude any other or future exercise of any other right,
remedy or power.  Each and every right, remedy and power hereby
granted to the Secured Parties or allowed to the Secured Parties by law or other
agreement shall be cumulative and not exclusive of any other, and may be
exercised by the Secured Parties from time to time.  All rights and
interests of the Secured Parties hereunder and all agreements and obligations of
the Payees and the Borrower hereunder shall remain in full force and effect
irrespective of:
  (i)  any lack
of validity or enforceability of the Financing Documents; or
  (ii)  any other
circumstance that might otherwise constitute a defense available to, or
discharge of, the Borrower.
  (b)  Without
in any way limiting the generality of the foregoing paragraph (a), the Secured
Parties may, at any time and from time to time, without the consent of or notice
to the Payees, without incurring responsibility to the Payees, and without
impairing or releasing the subordination provided herein or the obligations
hereunder of the Payees, do any one or more of the following:
  (i)  change
the manner, place or terms of payment of or extend the time of payment of, or
renew or alter, the Obligations under the Facilities, or otherwise amend or
supplement in any manner the Facilities or any instruments evidencing the same
or any agreement under which the Obligations are outstanding;
  (ii)  sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing the Obligations;
  (iii)  release
any person liable in any manner for the Obligations; and
  (iv)  exercise
or refrain from exercising any rights against the Borrower or any other
person.
  8.  Benefit of Subordination
Provisions.  These subordination provisions are intended to
benefit the Secured Parties.
  9.  Provisions Solely to Define
Relative Rights.  These subordination provisions are intended
solely for the purpose of defining the relative rights of the Payees and their
successors and assigns, on the one hand, and the Secured Parties and their
successors and assigns, on the other hand.
  10.  Transfers of Subordinated
Debt.  The Payees shall not sell, assign, pledge, encumber or
transfer the interests in the Management Fees unless such sale, assignment,
pledge, encumbrance or transfer is to a party that agrees to be bound by the
terms hereof.  The interests in the Management Fees shall remain
expressly subject to the terms hereof, notwithstanding any sale, assignment,
pledge, encumbrance or transfer.
  11.  Further
Assurances.  The Payees, at their cost (to be reimbursed by the
Borrower on the same terms as payment of the Management Fees, other than nominal
costs), shall take all further action as the Secured Parties may reasonably
request in order more fully to carry out the intent and purpose of these
subordination provisions.
  12.  Governing
Law.  THESE SUBORDINATION PROVISIONS SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
  13.  Amendment.  These
subordination provisions may not be amended, modified or supplemented without
the prior written consent of each of the Secured Parties.
  14.  Successors and
Assigns.  These subordination provisions shall be binding and
inure to the benefit of the Payees, the Secured Parties and their respective
successors and permitted assigns.
   
  EXHIBIT
J
 to Credit
Agreement
  FORM
OF ASSUMPTION AGREEMENT
  THIS
ASSUMPTION AGREEMENT (“Agreement”) dated as
of [__________], 2008 made by Puget Merger Sub Inc., a Washington corporation
(“Merger Sub”)
and Puget Energy, Inc., a Washington corporation (the “Company”), in favor
of, and for the benefit of, the Lenders (as defined in the Credit Agreement
referred to below), and Barclays Bank PLC, as Facility Agent (each as defined in
the Credit Agreement referred to below) for such Lenders.
  Preliminary
Statements:
  A.  Reference
is made to the Credit Agreement, dated as of [__________], 2008 (as amended,
amended and restated, supplemented and/or modified and in effect from time to
time, the “Credit
Agreement”), among Merger Sub, the Lenders party thereto from time to
time, Barclays Bank PLC, as Facility Agent, and the other agents party
thereto.  Capitalized terms used but not defined herein have the
meanings assigned to them in the Credit Agreement.
  B.  Pursuant
to the Merger Agreement dated as of October 26, 2007, by and among the Company,
the Parent, Puget Holdings, Merger Sub and the other parties thereto, Merger Sub
will merge with and into the Company with the Company being the surviving entity
(the time at which the Merger is consummated and becomes effective is referred
to herein as the “Effective
Time”).
  C.  It is a
condition precedent to the obligations of each Lender to make Loans under the
Credit Agreement from time to time that, among other conditions, (a) the Merger
is consummated in accordance with the terms of the Merger Agreement, and (b)
that the Company and Merger Sub shall have executed this Agreement.
  NOW
THEREFORE, in consideration of the foregoing premises and in order to induce the
Lenders to make Loans under the Credit Agreement from time to time, the Company
and Merger Sub hereby agree as follows:
  SECTION
1.  Assumption of Obligations
Under Financing Documents, Etc.  The Company hereby agrees that
it shall unconditionally assume from and after the Effective Time, all rights,
title, general interests, obligations and liabilities of Merger Sub under the
Credit Agreement and each other Financing Document to which Merger Sub is a
party (in furtherance of and in addition to, and not in lieu of, any assumption
or deemed assumption by operation of law) and, without limiting the generality
of the foregoing, agrees that it will perform and observe on and after the
Effective Time, all Obligations, covenants and agreements to be performed by
Merger Sub under, and that on and after the Effective Time it will be bound in
all respects by all of the terms and conditions of, the Credit Agreement and
each other Financing Document to which Merger Sub is a party, in each case as if
the Company were an original party thereto, without further action required on
the part of either party.  In addition, as of the Effective Time, the
Company assumes all liabilities and all obligations of Merger Sub arising out of
all representations, warranties, documents, instruments and certificates made or
delivered by Merger Sub under or in connection with each Financing Document
(including, without limitation, the punctual payment when due of the principal,
interest and fees owing thereunder from time to time) and the Merger Agreement
and grants to the Collateral Agent, pursuant to Section 1 of the Security
Agreement, a continuing security interest in all currently existing and
hereafter acquired or arising Collateral (as defined in the Security
Agreement).  Further, the Company hereby confirms and agrees that the
Merger Agreement and the Financing Documents to which it is a party are, and
shall continue on and after the Effective Time to be, in full force and effect
in accordance with their respective terms and are, effective as of the Effective
Time, ratified and confirmed by the Company in all respects, and the Security
Documents to which the Company is a party and all of the Collateral described
therein do, and shall continue on and after the Effective Time to, secure the
payment of the Obligations purported to be secured thereby in accordance with
their respective terms.
  SECTION
2.  Representations and
Warranties.  Each of the Company and Merger Sub represents and
warrants that it has reviewed the Financing Documents and that this Agreement
has been duly authorized, executed and delivered.  Effective as of the
Effective Time, the Company makes each of the representations and warranties of
Merger Sub set forth in the Credit Agreement, in each other Financing Document
to which Merger Sub is a party, and in each document or instrument delivered in
connection therewith by Merger Sub, all as if the Company were a party to the
Credit Agreement and such other Financing Documents and had delivered such other
documents and instruments (other than any such representations and warranties
that, by their terms, refer to a specific date and time prior to the Effective
Time or specifically relate to Merger Sub prior to the Effective Time), and
confirms that each such representation and warranty is true and correct in all
material respects as of the Effective Time, and that no Default or Event of
Default has occurred and is continuing as of the Effective Time.
  SECTION
3.  Reference to and Effect on
the Financing Documents.  The Company further confirms and
agrees that, on and after the Effective Time, each reference in each of the
Financing Documents to the “Borrower”, the “Pledgor” or any like term shall be
deemed to refer to the Company.
  SECTION
4.  Effectiveness.  The
obligations and undertakings of the Company under Section 1 hereof shall not be
effective until the Effective Time shall have occurred.
  SECTION
5.  Third Party
Beneficiaries.  This Agreement is for the sole benefit of the
Facility Agent, the Collateral Agent and the other Secured Parties from time to
time and their permitted successors and assigns and nothing herein, express or
implied, is intended to or shall confer on any other Person any legal or
equitable benefit or remedy under or by reason of this Agreement.
  SECTION
6.  Delivery by
Telecopier.  Delivery of an executed counterpart of a signature
page to this Agreement by telecopier shall be effective as delivery of an
original executed counterpart of this Agreement.
  SECTION
7.  Collateral
Agent.  Notwithstanding anything herein to the contrary, the
security interest granted to the Collateral Agent pursuant to this Agreement and
the exercise of any rights or remedy by the Collateral Agent hereunder are
subject to the provisions of the Collateral Agency Agreement, dated as of
[__________], 2008 (as amended, amended and restated, supplemented and/or
modified from time to time), among Merger Sub, Puget Intermediate Holdings Inc.,
the Collateral Agent and the Facility Agent.
  SECTION
8.  Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York and shall be binding upon the
Company, Merger Sub and their respective successors and assigns; provided, that the
undersigned shall have no right to assign any rights, obligations or liabilities
hereunder except in accordance with the terms of the Credit Agreement (and any
attempted assignment or transfer without such consent shall be null and
void).
  Notwithstanding
the foregoing, the merger of Merger Sub into the Company and the effect of the
merger of Merger Sub into the Company is governed by the laws of the State of
Washington.
  SECTION
9.  Financing
Document.  This Agreement shall constitute a Financing
Document.
  SECTION
10.  Amendment.  This
Agreement may only be amended pursuant to a written agreement executed by each
of the parties hereto and entered into in accordance with Section 10.01 of the
Credit Agreement.
  [Remainder
of the page intentionally left blank; signature page follows]
  
   
  IN
WITNESS WHEREOF, the Company and Merger Sub have each caused this Agreement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
  PUGET
      MERGER SUB INC.
                
                
                
                By:   _______________________________________________
                Name:
                Title:PUGET
      ENERGY, INC.
                
                
                
                By:    _______________________________________________
                Name:
                Title: