Puget Sound Energy, Inc.

Original Volume No. 1

Effective Date: 11/01/1998, Docket: CP98-250-002, Status: Effective

Original Sheet No. 64 Original Sheet No. 64 : Effective

understandings written or oral, pertaining thereto. Any natural

gas in the account of any Owner under the 1989 Agreement of 0000

hours on the Effective Date shall be transferred to the account of

such Owner under this Agreement, first to the Cushion Gas

Inventory of such Owner then to the Working Gas Inventory of such

Owner. Any modifications, amendments, or changes to this Agreement

will be binding upon the Owners only if agreed upon in writing by

the Owners.

11.3 Severability

If any term or provision of this Agreement or the application

thereof to any Person (or any Owner) or circumstance is, to any

extent, invalid or unenforceable, the remainder of this Agreement

or the application of that term or provision to Persons (or

Owners) or circumstances other than those as to which it is held

invalid or unenforceable, shall not be affected and each term and

provision of this Agreement shall be valid and enforceable to the

extent permitted by law.

11.4 Effect of Waiver

No waiver by an Owner or the Project Operator, as applicable, of

any one or more defaults by the other Owner(s) or the Project

Operator, as applicable, in the performance of this Agreement will

operate or be construed as a waiver of any future default or

defaults, whether of a like or different character.

11.5 Assignment of Agreement

Subject to Section 2.3, this Agreement will be binding upon and

inure to the benefit of the Owners and the Project Operator and

their respective successors and assigns; provided, however, that

no Owner or the Project Operator will assign or transfer this

Agreement or any part thereof, or any right or obligation

hereunder, without the written consent of the other Owners, which

may not be unreasonably withheld.