Unassociated Document


    Exhibit
      4.23


    
      
        

      



     

    SECURITY
      AGREEMENT

     

    


     

    This
      is a Security Agreement covering personal property as well as other property
      real and/or personal

     

    


     

    PUGET
      SOUND ENERGY, INC.

     

    TO

     

    BNY
      MIDWEST TRUST COMPANY,

     

    TRUSTEE

     

    ____________________

     

    


     

    THIRTY-THIRD
      SUPPLEMENTAL INDENTURE

     

    


     

    Dated
      as of April 27, 2005

     

    


     

    SUPPLEMENTING

     

    INDENTURE
      OF FIRST MORTGAGE

     

    


     

    Dated
      as of April 1, 1957

     

    


     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    THIS
      THIRTY-THIRD SUPPLEMENTAL INDENTURE, made as of the 27th day of April, 2005,
      by
      and between Puget Sound Energy, Inc., a corporation duly organized and existing
      under and by virtue of the laws of the State of Washington (hereinafter
      sometimes called the "Company"), party of the first part, and BNY Midwest Trust
      Company, an Illinois trust company, with
      a
      principal corporate trust office at 2 North LaSalle Street, Suite 1020, Chicago,
      Illinois, 60602 (successor to Harris Trust and Savings Bank) (hereinafter
      sometimes called the "Trustee"), as Trustee under the Indenture of First
      Mortgage dated as of April 1, 1957 (hereinafter called the "Original
      Indenture" or, as heretofore supplemented and modified, hereinafter called
      the
      "Indenture"), as supplemented and modified by all indentures supplemental
      thereto heretofore executed and delivered, party of the second
      part;

     

    WITNESSETH:
      that

     

    WHEREAS,
      Washington Natural Gas Company, a corporation organized and existing under
      the
      laws of the State of Delaware (hereinafter called the "First Predecessor
      Company"), which was merged into Washington Natural Gas Company, a corporation
      organized and existing under the laws of the State of Washington (hereinafter
      called the "Second Predecessor Company") on August 9, 1978, had heretofore
      executed and delivered to the Trustee its Original Indenture, in order, among
      other things, to secure, as provided therein, the payment of the principal
      of
      and premium, if any, and interest on its bonds (in the Indenture and herein
      called the "Bonds") at any time issued and outstanding thereunder according
      to
      their tenor and effect, said Bonds to be designated generally as its "First
      Mortgage Bonds," and to be issued in one or more series as provided in the
      Original Indenture; and

     

    WHEREAS,
      the First Predecessor Company had heretofore executed and delivered sixteen
      indentures supplemental to the Original Indenture as follows: First Supplemental
      Indenture, dated as of April 1, 1957, naming and appointing, pursuant to
      the provisions of Section 15.18 of the Original Indenture, R.H. Long, an
      individual, to act as Co-Trustee jointly with the Trustee, Second Supplemental
      Indenture dated as of October 1, 1959, Third Supplemental Indenture dated as
      of
      May 1, 1961, Fourth Supplemental Indenture dated as of May 1, 1963, Fifth
      Supplemental Indenture dated as of June 1, 1965, Sixth Supplemental Indenture
      dated as of August 1, 1966, Seventh Supplemental Indenture dated as of February
      1, 1967, Eighth Supplemental Indenture dated as of September 1, 1967, Ninth
      Supplemental Indenture dated as of September 1, 1968, Tenth Supplemental
      Indenture dated as of June 1, 1970, Eleventh Supplemental Indenture dated as
      of
      April 1, 1971, Twelfth Supplemental Indenture dated as of November 1, 1972,
      Thirteenth Supplemental Indenture dated as of September 1, 1975, Fourteenth
      Supplemental Indenture dated as of September 15, 1975, Fifteenth Supplemental
      Indenture dated as of March 1, 1977 and Sixteenth Supplemental Indenture dated
      as of June 1, 1977, naming and appointing, pursuant to the provisions of Section
      15.18 of the Original Indenture, R.G. Mason, an individual, to act as successor
      Co-Trustee, pursuant to each of which supplemental indentures, except said
      First, Seventh, and Sixteenth Supplemental Indentures, the First Predecessor
      Company provided for the creation of an issue of First Mortgage Bonds, and
      said
      Sixth and Seventh Supplemental Indentures provided for certain modifications
      of
      the Original Indenture; and

     

    WHEREAS,
      the Second Predecessor Company has heretofore executed and delivered a
      Seventeenth Supplemental Indenture dated as of August 9, 1978, whereby the
      Second Predecessor Company succeeded to the First Predecessor Company with
      the
      same effect as if the Second Predecessor Company had been named in the Indenture
      as the mortgagor company and in the Bonds and coupons as the obligor thereon
      or
      maker thereof, and the First Predecessor Company merged into the Second
      Predecessor Company on August 9, 1978 whereupon the Second Predecessor Company
      acquired all the property, real, personal or mixed, including all rights,
      privileges, immunities and franchises, described in the Indenture and thereby
      conveyed and mortgaged or intended so to be, including also all such property
      acquired by the First Predecessor Company since the execution and delivery
      of
      the Original Indenture, which by the terms of the Original Indenture is subject
      or intended to be subjected to the lien thereof; and

     

    WHEREAS,
      the Second Predecessor Company has also heretofore executed and delivered an
      Eighteenth Supplemental Indenture dated as of September 1, 1979, a Nineteenth
      Supplemental Indenture dated as of January 15, 1982, a Twentieth Supplemental
      Indenture dated as of August 15, 1983, a Twenty-first Supplemental Indenture
      dated as of August 15, 1983, a Twenty-second Supplemental Indenture dates as
      of
      July 15, 1986, a Twenty-third Supplemental Indenture dated as of July 15, 1986,
      a Twenty-fourth Supplemental Indenture dated as of December 15, 1987, a
      Twenty-fifth Supplemental Indenture dated as of August 15, 1988, a Twenty-sixth
      Supplemental Indenture dated as of September 1, 1990, a Twenty-seventh
      Supplemental Indenture dated as of September 1, 1990, a Twenty-eighth
      Supplemental Indenture dated as of July 1, 1991, a Twenty-ninth Supplemental
      Indenture dated as of June 1, 1993 and a Thirtieth Supplemental Indenture dated
      as of August 15, 1995 pursuant to each of which supplemental indentures the
      Second Predecessor Company provided for the creation of an issue of First
      Mortgage Bonds, and said Twenty-second and Twenty-eighth Supplemental Indentures
      provided for certain modifications of the Original Indenture; and

     

    WHEREAS,
      the Company has heretofore executed and delivered a Thirty-first Supplemental
      Indenture dated as of February 10, 1997, whereby the Company succeeded to the
      Second Predecessor Company with the same effect as if the Company had been
      named
      in the Original Indenture as the mortgagor company and in the Bonds and coupons
      as the obligor thereon or maker thereof, and the Second Predecessor Company
      merged into the Issuer on February 10, 1997 whereupon the Company acquired
      all
      the property, real, personal or mixed, including all rights, privileges,
      immunities and franchises, described in the Indenture and thereby conveyed
      and
      mortgaged or intended so to be, including also all such property acquired by
      the
      Company since the execution and delivery of the Original Indenture, which by
      the
      terms of the Indenture is subject or intended to be subjected to the lien
      thereof, such Thirty-first Supplemental Indenture further provided for certain
      modifications of the original indenture;

     

    WHEREAS,
      the Company has also heretofore executed and delivered a Thirty-Second
      Supplemental Indenture dated as of April 27, 2005, pursuant to such
      supplemental indentures the Company provided for the creation of an issue of
      First Mortgage Bonds; and

     

    WHEREAS,
      pursuant to the Original Indenture, as heretofore supplemented and modified,
      there have been executed, authenticated, delivered and issued and there are
      outstanding as of the date hereof, First Mortgage Bonds of series and in
      principal amounts as follows: 

    


    
      	
              Principal
                Amount of Bonds

            	
              Series

            
	
               

              Twenty-Five
                Million Dollars

              ($25,000,000)

            	
               

              9.57%
                First Mortgage Bonds 

              due
                2020

            
	
               

              Four
                Million Five Hundred Thousand Dollars

              ($4,500,000)

            	
               

              6.51%
                and 6.10% Secured Medium-Term Notes, Series B 

              due
                2008

            
	
               

              Thirteen
                Million Dollars

              ($13,000,000)

            	
               

              6.83%
                and 6.90% Secured Medium-Term Notes, Series B 

              due
                2013

            
	
               

              Thirty-One
                Million Dollars

              ($31,000,000)

            	
               

              6.92%
                and 6.93% Secured Medium-Term Notes, Series C 

              due
                2005

            
	
               

              Ten
                Million Dollars

              ($10,000,000)

            	
               

              6.58%
                Secured Medium-Term Notes, Series C 

              due
                2006

            
	
               

              Twenty-Five
                Million Dollars

              ($25,000,000)

            	
               

              7.02%
                and 7.04% Secured Medium-Term Notes, Series C 

              due
                2007

            
	
               

              Eight
                Million Dollars

              ($8,000,000)

            	
               

              6.61%
                and 6.62% Secured Medium-Term Notes, Series C 

              due
                2009

            
	
               

              Seven
                Million Dollars

              ($7,000,000)

            	
               

              7.12%
                Secured Medium-Term Notes, Series C 

              due
                2010

            
	
               

              Twelve
                Million Dollars

              ($12,000,000)

            	
               

              7.35%
                and 7.36% Secured Medium-Term Notes, Series C 

              due
                2015

            
	
               

              Seventeen
                Million Dollars

              ($17,000,000)

            	
               

              7.15%
                and 7.20% Secured Medium-Term Notes, Series C 

              due
                2025

            


    

     

    WHEREAS,
      R.G. Mason, the successor Co-Trustee, resigned on July 31, 1993 and no successor
      trustee was appointed to replace him;

     

    WHEREAS,
      Harris Trust and Savings Bank (the "Original Trustee") resigned as Trustee,
      Paying Agent and Registrar under the Indenture on April 1,
      2002;

     

    WHEREAS,
      effective April 1, 2002, the Company appointed BNY Midwest Trust Company to
      act as Trustee, Paying Agent and Registrar to succeed the Original Trustee
      in
      such capacities under the Indenture;

     

    WHEREAS,
      the Company has entered into an Indenture (the "Debenture Indenture") dated
      as
      of December 1, 1997 with U.S. Bank National Association (as successor to
      State Street Bank and Trust Company) as trustee (in such capacity, the
      "Debenture Indenture Trustee") pursuant to which the Company proposes to issue
      from time to time its Senior Notes (the "Senior Notes") and the Company has
      agreed to make certain payments to the Debenture Indenture Trustee in respect
      of
      the principal of, premium, if any, and interest on such Senior Notes;
      and

     

    WHEREAS,
      in order to secure the payment and performance of its obligations under such
      Debenture Indenture, the Company has agreed to create new Bonds from time to
      time with substantially the same terms as the Senior Notes; to issue and deliver
      such Bonds to the Debenture Indenture Trustee in trust for the benefit of the
      owners from time to time of the Senior Notes; and

     

    WHEREAS,
      the Board of Directors of the Company has established a new series of Bonds
      to
      be designated as "Pledged First Mortgage Bonds" due Nine Months or More From
      Date of Issue (hereinafter sometimes called "Bonds of the New Series"), and
      has
      authorized the issuance of an unlimited aggregate principal amount thereof,
      and
      the Company has complied or will comply with all provisions required to issue
      additional Bonds provided for in the Indenture; and

     

    WHEREAS,
      the Company desires to execute and deliver this Thirty-Third Supplemental
      Indenture, in accordance with the provisions of the Indenture, for the purpose
      of confirming the lien of the Indenture on certain property acquired or
      constructed by the Company since the execution and delivery of the Mortgage
      and
      on certain betterments, improvements and additions made by the Company to
      property previously described in the Indenture.

     

    NOW,
      THEREFORE, WITNESSETH, that, pursuant to and in execution of the powers,
      authorities and obligations conferred, imposed and reserved in the Indenture,
      and pursuant to and in execution of every other power, authority and obligation
      thereto appertaining and/or enabling, in order to secure the payment of the
      principal of, and the premium, if any, and interest on, the Bonds issued and
      to
      be issued under the Indenture, and secured thereby and hereby at any time
      outstanding according to their tenor and effect, and the performance of all
      the
      covenants and conditions therein and herein and in said Bonds contained, and
      for
      the purpose of confirming the lien of the Indenture, said Puget Sound Energy,
      Inc., organized and existing under the laws of the State of Washington, in
      consideration of the premises and of One Dollar ($1.00) and other good and
      valuable consideration to it duly paid by the Trustee, at or before the
      execution and delivery of these presents, the receipt whereof is hereby
      acknowledged, has granted, bargained, sold, conveyed, transferred, assigned,
      remised, released, mortgaged, set over and confirmed and by these presents
      does
      grant, bargain, sell, convey, transfer, assign, remise, release, mortgage,
      set
      over and confirm unto BNY Midwest Trust Company, as Trustee, and to its
      successor or successors in the trust created by the Indenture, and to said
      Trustee and its assigns forever, for the uses and purposes created by the
      Indenture, all property, real, personal or mixed, including all rights,
      privileges, easements, licenses and franchises, described in the Indenture
      and
      thereby conveyed and mortgaged or intended so to be, including also all such
      property acquired by the Company since the execution and delivery of the
      Mortgage, which by the terms of the Indenture is subjected or intended to be
      subjected to the lien thereof, and including also all such property as the
      Company may hereafter acquire which by the terms of the Indenture is subjected
      or intended to be subjected to the lien thereof, excepting from the foregoing,
      however, all property included within the foregoing general description, whether
      now owned or hereafter acquired, which by the provisions of the Indenture is
      excepted or to be excepted from the conveyance and lien of the Indenture, or
      which has heretofore been released from the lien of the Indenture or otherwise
      disposed of by the Company free from the lien of the Indenture in accordance
      with the provisions thereof:

     

    INCLUDING
      NEVERTHELESS in the property hereby conveyed and confirmed to the Trustee
      (without limiting the generality of the foregoing general description of such
      property and without prejudice to the conveyance and confirmance of all such
      property by such general description) the following:

     

    All
      property, real, personal or mixed, together with all buildings or improvements
      thereon and the appurtenances thereto, located in the State of Washington and
      described below or conveyed to the Company by the deeds listed on the list
      of
      properties and deeds below, to which deeds and the records thereof in the County
      Auditor’s office of the respective counties in the State of Washington below
      stated (in all cases where said deeds and/or records are below specified)
      reference is hereby made for a more particular description of the property
      hereby conveyed and confirmed to the Trustee and its respective successor or
      successors and assigns as aforesaid, to wit:

     

    


     

    


     

    


     

    


     

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      remainder of this page intentionally left blank]


    
      
        
           



        


        
        

      

      
        
        

        
          

        

      

      
         

        


      

    


     

    List
      of
      Real Estate in the State of Washington Acquired by

    Puget
      Sound Energy, Inc. to Date, and Not Heretofore Specifically

    Described
      in Any Prior Supplemental Indenture* 

    Puget
      Sound Energy, Inc.

     

    


     

    IN
      KING COUNTY, WASHINGTON:

     

    


    
      	
              Section:

            	
              02

               

            
	
              Township:

            	
              21
                North

               

            
	
              Range:

            	
              05
                East, W.M.

               

            
	
              Description:

            	
              That
                portion of Government Lot 2 and of the Southwest quarter of the Northeast
                quarter of Section 2, Township 21 North, Range 5 East, W.M., in King
                County, Washington, described as follows:

              Beginning
                at the Northwest corner of Government Lot 2;

              Thence
                North 89°23'05" West along the North line of Government Lot 3 in said
                Section 2, 216.26 feet to an intersection with the centerline of
                State
                Road No. 5-B;

              Thence
                South 43°48'35" East, along said centerline 1,622.00 feet;

              Thence
                South 41°17'10" West 30.11 feet to the West margin of said State No. 5-B
                which is the TRUE POINT OF BEGINNING;

              Thence
                North 43°48'35" West along the West margin of said State Road 261.81 feet
                to the Southeasterly margin of the Northern Pacific Railway
                right-of-way;

              Thence
                South 63°19'32" West along said right-of-way 378.90 feet;

              Thence
                South 43°48'35" East 385.14 feet;

              Thence
                North 50°30'10" East 120.50 feet;

              Thence
                North 41°17'10" East 242.81 feet to the point of beginning;

              EXCEPT
                the Southeasterly 30 feet for road purposes in King County,
                Washington.

               

              ____________________________

              ** All
                numbers in the row following the designation "Township," indicate
                townships north of the Willamette Base Line, and the Letters "E"
                and "W"
                in the row following the designation "Range," indicate east or west,
                as
                the case may be, of the Willamette Meridian.

               

               

            


    

     

    
      	 	 

              Special
                Exceptions:

            
	 	 1.	 Easement and the terms and conditions
              referenced therein, including, but not limited to, the following:
	 	 	 Grantee:	Not disclosed
	 	 	 Purpose:	Utilities
	 	 	 Area Affected:	The
              Southwesterly 164  feet
              thereof;
	 	 	 	And Except  Any
              portion thereof lying within
	 	 	 	County road right-of-way
	 	 	 Recorded: 	August 14, 1980
	 	 	 Recording Number:	8008140668
	 	 	 	 
	 	 2.	 Restrictions limiting the use of that
              portion of the property herein described lying within 100 feet from
              a
              water 
	 	 	 well as imposed by instrument recorded
              under Recording Number 8008140667.
	 	 	 	 
	 	 3.	 General and Special Taxes and Charges:
              first half delinquent May 1, if unpaid: second half delinquent
	 	 	 November 1, if unpaid:	 
	 	 	 Year:    	 2004
	 	 	 Tax Account Number:	 022105-9097-03
	 	 	 Levy Code:	 5150
	 	 	 Current Assessed Value:	 
	 	 	  Land: 	 $94,000.00
	 	 	 Improvements:	 $198,000.00
	 	 	 	 Amount Billed
	 	 	 General Taxes:	 $3,850.10
	 	 	 Special District:	 $91.43
	 	 	 	 $10.57
	 	 	 	 $1.77
	 	 	 	 $5.00
	 	 	 Total Billed:	 $3,958.87
	 	 	 Paid:	 $1,979.44
	 	 	 Total Due:	 $1,979.43
	 	 	 	 
	Deed
              From:	Kyle
              B. Rynning
              Katherine
                J. Rynning

            
	Deed
              Records
              Auditors
                File No.

            	20040601002140
	Assessor’s
              Tax
              Parcel
                ID#

            	 022105-9097-03


    

     

    IN
      KING COUNTY, WASHINGTON:

     

    
      	
              Description:

            	
              The
                land referred to in this policy is situated in the State of Washington,
                County of King and is described as follows:

               

              Tract
                “U-1” of Redmond Ridge Master Plat, according to plat recorded October
                5,
                1999 in Volume 191 of Plats at Pages 61 through 80, inclusive, under
                Recording No. 19991005000688, in King County,
                Washington.

               

              Special
                Exceptions:

               

              1. Easement,
                including terms and provisions contained therein:

                  Recorded:                                                         
                June 26, 1956

                 
Recording
                No.:                                                 
                4705906

                 
In
                Favor
                Of:                                                     
                 Pacific Northwest Pipeline Corporation

                 
                For:                                                                  
                75 foot eight of way for a pipeline not to exceed 27 inches in 

                                                                                          
                diameter for the transportation of natural gas

                 
                Affects:                                                              Refer
                to said instrument for the exact location

                 
Modification
                and/or Amendment by
                Instruments:

                  Recording
                Nos.:                                               
                5491878, 71077200361 and 9808131030 

               

              
                
                

              

              2. Utility
                Extension Agreement and the terms and conditions thereof:

                  
                Between:                                                          City
                of Redmond

                  
                And:                                                                
                The Quadrant Corporation

                   Recorded:                                                         July
                16, 1992

                  
Recording
                No.:                                                
                9207160280

               

              3. Conditions,
                notes and provisions contained and/or
                delineated on the face of the survey recorded under King 

                 
County
                Recording No. 9511160617.

               

              4. Covenant
                agreement and the terms and conditions thereof:

                  
                Between:                                                          
                Lake of the Woods

                  
                Homeowners:                                                   Association
                and assigns and successors

                  
                And:                                                                
                The Quadrant Corporation and assigns and successors

                  
                Recorded:                                                        
                May 7, 1996

                  
Recording
                No.:                                                
                9605071063

               

              5. Northridge
                Urban Planned Development and fully contained Community Development
                Agreement and the terms 

                 
and
                conditions thereof:

                  
                Between:                                                      
                  King County

                  
                And:                                                              
                 The Quadrant Corporation

                  
                Recorded:                                                      
                 February 18, 1997

                  
Recording
                No.:                                                
                9702181008

               

              6. Conditions,
                notes and provisions contained and/or delineated on the face of the
                survey
                recorded under King

                  County
                Recording No.
                19990706900013.

               

              7.  Terms
                and conditions of declaration of utilities, landscaping and trail
                easement

                   
                Recorded:                                                         
                September 9, 1999

                   
Recording
                No.:                                                  19990909000992

               

              8.  
                Restrictions,
                conditions, dedications, notes, easements and provisions contained
                and/or
                delineated on the face of the plat recorded under King County Recording
                No.19991005000688.

               

              9. 
                Terms
                and conditions of declaration of easements and covenant to share
                costs for
                Redmond Ridge:

                   
                Recorded:                                                            October
                8, 1999

                   
Recording
                No.:                                                   
                19991008001403

                     

              10.
                Covenants,
                conditions, restrictions and/or easements; but deleting any covenant,
                condition or restriction indicating a  preference, limitation or
                discrimination based on race, color, religion, sex, handicap, family
                status, or national origin to the extent such covenants, conditions
                or
                restrictions violate 42 USC 3604(c):

              
                Recorded:                                                             
                  October 8, 1999

                Recording
                  No.:                                                     
                  1999100801404

                 

              

              11. Provisions
                of the Articles of Incorporation and By-Laws of the Redmond Ridge
                Residential Association, and any tax, fee, assessments or charges
                as may
                be levied by said association.

               

            
	
              Deed
                From:

            	
              The
                Quadrant Corporation

               

            
	
              Deed
                Records

              Auditors
                File No.

            	
              19991215001669

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              720225-0230

            


    

     

    IN
      LEWIS COUNTY, WASHINGTON

     

    


    
      	
              Section:

            	
              8

               

            
	
              Township:

            	
              12
                North

               

            
	
              Range:

            	
              01
                West, W.M.

               

            
	
              Description:

            	
              Government
                Lot 1 and the East half of the Northwest quarter of the Southeast
                quarter
                of Section 8, Township 12 North, Range 1 West, W.M., Lewis County,
                Washington.

              EXCEPT
                the South 416 feet of the West 208 feet of the East half of the Northwest
                quarter of the Southeast quarter of Section 8, Township 12 North,
                Range 1
                West, W.M., Lewis County, Washington.

              ALSO
                EXCEPT that portion of Government Lot 1 lying Southerly and Easterly
                of
                Zandecki Road.

               

              SPECIAL
                EXCEPTIONS:

               

              1. Last
                half general taxes for 2001 in the amount of $448.22 and $7.45 for
                fire
                patrol, Parcel No. 14473-1-2.

                 
TCA#120

               

              2. Gas
                Storage Agreement and option for oil and gas lease affecting the
                premises
                herein stated, executed by the

                  
parties
                herein named, Washington
                Natural Gas Company, agent and operator of the Jackson Prairie Gas

                  
Storage
                Project, upon the terms,
                covenants, and conditions therein provided.

                   
                Dated:                                                               
                February 26, 1981

                   
                Owner-Lessor:                                                  
                Jack and Merle Salsbury

                   
                Recorded:                                                         
                April 3, 1981

                   
                Volume/Page:                                                    
                224/408

                   
Auditor's
                No.:                                                   
                887053

               

              3. A
                lease affecting the premises herein stated, executed by and between
                the
                parties herein named for the term, and 

                 
upon
                the terms and provisions therein
                provided.

                 
                Dated:                                                                 
                February 18, 1998

                 
                Lessor:                                                                
                Shelia M. Hannum

                 
                Lessee:                                                                
                Joy A. Stohr, dba Douglas Fir Christmas Tree Company

                 
                Recorded:                                                           
                May 13, 1998

                 
Auditor's
                No.:                                                      3041449

                 
                Term:                                                                  
                8 years beginning: May 20, 2000

                 
                Affects:                                                               
                A portion of said property

              
                
                
    Assignment and Assumption of Lease recorded
                August 16,  2000
                under Auditor’s File No. 3098084.

               

              4. An
                easement affecting the portion of said premises and for the purposes
                stated herein and incidental purposes.

                 
                For:                                                                     
                Pipeline

                 
In
                Favor
                Of:                                                        
                Washington Water Power Company, et al

                 
                Recorded:                                                            January
                19, 1966

                 
Auditor's
                No.:                                                     
                690170

                 
                Affects:                                                               
                Said property and other property

               

              5. An
                easement affecting the portion of said premises and for the purposes
                stated herein and incidental purposes.

                 
                For:                                                                      
                Private Road and Pipeline Easement

                 
In
                Favor
                Of:                                                          The
                Washington Water Power Company, Washington

                                                                                               Natural
                Gas Company and El Paso Natural Gas

                 
                Recorded:                                                             May
                3, 1967

                 
Auditor's
                No.:                                                       709831

                 
                Affects:                                                                 A
                portion of said property

               

              6. An
                easement affecting the portion of said premises and for the purposes
                stated herein and incidental purposes.

                 
                For:                                                                        Pipeline
                Easement

                 
In
                Favor
                Of:                                                           Washington
                Natural Gas Company, The Washington

                                                                                               
                Power Company and Northwest Pipeline Corporation

                 
                Recorded:                                                             
                October 22, 1981

                 
Auditor's
                No.:                                                        894121

                 
                Affects:                                                                 
                A portion of said property

               

              7. Rights
                of the public in and to that portion of said premises lying within
                the
                Zandecki County Road.

               

              8. Matters
                disclosed by a record of survey

                  
                Recorded:                                                            September
                8, 1981

                  
                Volume/Page:                                                      
                5/14

                  
Auditor's
                No.:                                                      892498

                  
As
                Follows:                                                          Fenceline
                is not located on described boundary line

                  
                Affects:                                                                East
                line

               

            
	
              Deed
                From:

            	
              Jerome
                R. Klima, Jr., as his separate estate

               

            
	
              Deed
                Records

              Auditors
                File No.

            	
              014473-001-002

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              3117912

            


    

     

    


     

    


     

     


    
      
        
           



        


        
        

      

      
        
        

        
          

        

      

      
         

        


      

    


    IN
      PIERCE COUNTY, WASHINGTON

     

    


    
      	
              Section:

            	
              01

               

            
	
              Township:

            	
              21
                North

               

            
	
              Range:

            	
              01
                East, W.M.

               

            
	
              Description:

            	
              Beginning
                at the Northeast corner of Government Lot 1 in Section 1 Township
                21
                North, Range 1 East of the W.M., in Pierce County, Washington; thence
                West
                along the North line thereof 682.5 feet; thence South 1022 feet;
                thence
                East to the East line of said Government Lot 1; thence North along
                said
                East line to the Point of Beginning

               

              Except
                the East 30 feet for right of way conveyed to Pierce County by instrument
                recorded under Recording Number 2377119

               

              Except
                that portion lying Northeasterly of the Southwesterly line of a tract
                conveyed to Pierce County by deed recorded under Recording Number
                9502170217

               

              Special
                Exceptions:

               

              1. General
                taxes: First half delinquent May 1, second half delinquent November
                1:

                  
Year:                      
2002

                   Amount
                Billed:                  $3801.22

                  
Amount
                Paid:                   $1900.61

                  
Amount
                Due:                                              
                $1900.61

                  
Tax
                Account
                Number:                                
                0121011026

                  
Levy
                Code:                                                
                480

                  
Assessed
                Value-Land:                                
                $301,000.00

                  
Assessed
                Value-Improvements:                  
                $-0-

               

              2. Right
                to make necessary slopes for cuts or fills upon property herein described
                as granted in deed:

                  
                Grantee:                                                        
                Pierce County

                  
Recording
                Number:                                       
                237719

               

              3.
                 Terms
                of construction permit recorded under Recording Number 9502170218
                granting
                to Pierce County the right to enter upon said premises for any and
                all
                purposes incidental to the construction of Bujacich Road
                Northwest

               

            
	
              Deed
                From:

            	
              131st
                Northwest Joint Venture Co-Owners, a Joint Venture consisting of
                John P. Murphy, a married person, John Connell, a single person, and
                William G. Scannell, a single person and Connie J. Wright, formerly
                Connie J. Scannell, a married person.

               

            
	
              Deed
                Records

              Auditors
                File No.

            	
              200206250365

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              0121011026

            


    

     

     

     

    


    IN
      SNOHOMISH COUNTY, WASHINGTON

     

    


    
      	
              Section:

            	
              11

               

            
	
              Township:

            	
              29
                North

               

            
	
              Range:

            	
              05
                East, W.M.

               

            
	
              Description:

            	
              Lot
                1 of Short Plat No. ZA9409199SP recorded under Recording Number
                200012295003, being a portion of the West half of the Southwest quarter
                of
                the Northeast quarter of Section 11, Township 20 North, Range 5
                East, W.M., in Snohomish County, Washington.

               

              Subject
                to:

               

              Covenants,
                conditions and restrictions contained in instrument:

               

              Recorded:               November
                30, 1936

              Recording
                Number:                              
                588972

                     


              Covenants,
                conditions, and restrictions and easements contained in Survey, including
                provisions for maintenance of the private roads

               

              Recorded:                   December 29,
                2000

              Recording
                Number:                            
                200012295003

               

              Covenants,
                conditions and restrictions contained in instrument:

               

              Recorded:                December
                20, 2000

              Recording
                Number:                            
                2000122200167

              A
                copy of which is hereto attached:

               

              Agreement
                and the terms and conditions thereof:

               

              By
                and between: Snohomish
                County, Stewart  Title &
                Escrow, Soper Hill  Properties,
                Inc., a Washington corporation,
                Everett Mutual  Bank,
                and their respective  heirs,
                successors and assigns.

              Dated:                    
November
                1,
                2000

              Recording
                Number:                              
                200012290317

              Regarding:                                            
                Indemnification agreement

               

              
                
                

              

              S.C.C.
                Title 26A requires the per New Dwelling Unit Fee Payment in the
                amount of $1,040,00 for Mitigation of Impacts on the County Parks
                Marysville District #8. The Developer of this Short Subdivision has
                elected to defer this Payment obligation to a time preceding Building
                Permit issuance. Notice of this Fee Payment Obligation shall be contained
                in any Deeds involving this Subdivision or the Lots therein.

               

              S.C.C.
                Title 26C requires the per New Dwelling Unit Fee payment in the amount
                of
                $1,914,00 for Mitigation of Impacts on the Lake Stevens School District.
                The Developer of this Short Subdivision has elected to defer this
                Payment
                obligation to a time preceding Building Permit issuance. Notice of
                this
                Fee Payment Obligation shall be contained in any Deeds involving
                this
                Subdivision or the Lots therein.

               

            
	
              Deed
                From:

            	
              Northwest
                Pipeline, a Delaware Corporation

               

            
	
              Deed
                Records

              Auditors
                File No.

            	
              200407010115

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              29-0511-001-069-00

            


    

     

    


    IN
      SNOHOMISH COUNTY, WASHINGTON

     

    


    
      	
              Section:

            	
              01

               

            
	
              Township:

            	
              28
                North

               

            
	
              Range:

            	
              05
                East, W.M.

               

            
	
              Description:

            	
              That
                portion of Lot 258, Sunny Side Five Acre Tracts, lying Northerly of
                secondary State Highway No. 15-A, according to the Plat thereof
                recorded in Volume 7 of Plats, Page 19, in Snohomish County,
                Washington,

               

              Situate
                in the county of Snohomish, State of Washington.

               

              Subject
                to:

               

              Easement
                and the terms and conditions thereof:

              
                Grantee:                 
The
                  City
                  of Seattle, a municipal corporation

                Purpose:                
Operation
                  and
                  maintenance of an Electric Transmission System

                Area
                  Affected:                               
                  As located

                Recorded:                                     
                   July 28, 1922

                Recording
                  Number:                        
                  301727

                 

              

              Conveyance
                of Easement and Right of Way and the terms and conditions thereof:
                

              
                Recorded:                April
                  12,
                  1951

                Recording
                  Number:                         
                  989086

                 

              

              Easement
                and the terms and conditions thereof:

              
                Grantee:                                          
                    United States of America and its assigns

                Purpose:                                            
                  Electric power transmission lines and appurtenant signal lines

                Area
                  Affected:                                   
                  As located

                Recorded:                                         
                  April 21, 1951

                Recording
                  Number:                           
                  1004248

                 

              

              Right
                to Use Power Line Easement and Right of Way and the terms and conditions
                thereof:

              
                Recorded:                                         
                  June 2, 1958

                Recording
                  Number:                          
                  1284881

                 

              

              Right
                to Use Power Line Easement and Right of Way and the terms and conditions
                thereof:

              
                Recorded:                                          
                  November 21, 1960

                Recording
                  Number:                             1430533

                 

              

              Relinquishment
                of access to state highway and of light, view and air by deed to
                state of
                Washington:

              
                Recorded:                                            March
                  2, 1956

                Recording
                  Number:                             
                  1181945

                 

              

              Right-of-Way
                and Easement and the terms and conditions thereof:

              Grantee:                                              
                Northwest Pipeline Corporation

              Purpose:                                             
                An exclusive right-of-way and easement to locate, survey, construct,
                

                                                                          entrench,
                maintain, repair, replace, protect, inspect and operate a 

                                                                          pipeline
                or pipelines, cathodic equipment and/or appurtenances.

              Area
                Affected:                                     As
                shown in said document

              Recorded:                                            November
                12, 2003

              Recording
                Number:                              200311120814

               

            
	
              Deed
                From:

            	
              Northwest
                Pipeline Corporation, a Delaware corporation

               

            
	
              Deed
                Records

              Auditors
                File No.

            	
              200412290600

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              00-5907-000-258-01

            


    

     

    


    IN
      SNOHOMISH COUNTY, WASHINGTON

     

    


    
      	
              Section:

            	
              12

               

            
	
              Township:

            	
              29
                North

               

            
	
              Range:

            	
              05
                East, W.M.

               

            
	
              Description:

            	
              The
                following described real estate, situated in the County of Snohomish,
                State of Washington:

              That
                portion of the Northwest Quarter of the Northwest Quarter of
                Section 12, Township 29 North, Range 5 East, W.M., in
                Snohomish County, Washington being described as follows:

               

              Commencing
                at the Southwest Corner of said Subdivision;

              Thence
                North 00°08'22" East along the West line thereof,
                87.17 feet;

              Thence
                East 188.77 feet to the True Point of Beginning;

              Thence
                Continuing East 50.00 feet; 

              Thence
                South 50.00 feet; 

              Thence
                West 50.00 feet;

              Thence
                North 50.00 feet to the True Point of Beginning.

               

              Together
                with an easement for ingress and egress as set forth in Right of
                Way and
                Easement Agreement recorded under Recording No. 200404020438.

               

              That
                portion of the Northwest Quarter of the Northwest Quarter of
                Section 12, Township 29 North, Range 5 East, W.M., in
                Snohomish County, Washington, being a 20 foot wide strip of land
                described
                as follows:

               

              Commencing
                at the Southwest corner of said subdivision thence N00°08'22"E along the
                West line thereof 87.17 feet; thence East 212.07 feet to the true
                point of
                beginning; thence N41°28'45"W 120.72 feet; thence N88°12'32"W 91.96 feet
                to the Easterly right of way margin of 83rd Avenue Northeast; thence
                N00°08'22"E along said Easterly margin 20.01 feet; thence S88°12'32"
                101.17 feet; thence S41°28'45E 147.04 feet; thence West 26.70 feet to the
                true point of beginning.

               

            
	
              Deed
                From:

            	
              Northwest
                Pipeline Corporation, a Delaware corporation

               

            
	
              Deed
                Records

              Auditors
                File No.

            	
              200412290601

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              29-0512-002-019-00;
                Portion of 29-0512-002-003-00
                

            


    

     


    
      
        
           



        


        
        

      

      
        
        

        
          

        

      

      
         

        


      

    


     

    IN
      SNOHOMISH COUNTY, WASHINGTON

     

    


    
      	
              Section:

            	
              33

               

            
	
              Township:

            	
              28
                North

               

            
	
              Range:

            	
              05
                East, W.M.

               

            
	
              Description:

            	
              That
                portion of the Northeast Quarter of the Northeast Quarter of the
                Northeast
                Quarter of Section 33, Township 28, North Range 5, East, W.M., lying
                Northerly and Westerly of Seattle Hill Road and Southerly of
                132nd Street Southeast;

               

              And
                also the East 24.41 feet of the East 100 feet of that portion of
                the
                Northwest Quarter of the Northeast Quarter of the Northeast Quarter
                of
                Section 33, Township 28 North, Range 5 East, W.M., lying Northerly
                of
                Seattle Hill Road and Southerly of 132nd Street
                Southeast;

               

              Also
                known as Lot 2 of Boundary Line Adjustment No. 106723 and filed under
                Snohomish County Auditor’s File No. 200009070179, Records of Snohomish
                County, Washington;

               

              Except
                that portion of the above described Lot 2 lying North of the following
                described line:

               

              Beginning
                at the Northwest corner of the above described property, said point
                being
                a County Engineer’s Station (hereinafter referred to as “CES”) 108+92.24,
                Right 50.00 feet;

              Thence
                South 01°10'51" West along the West line of said Lot 2, a distance of
                140.00 feet to “CES” 108+96.42, right 190.00 feet, and the point of
                beginning;

              Thence
                South 88°20'15" East, a distance of 80.72 feet to “CES” 109+77.14, right
                190.00 feet, to the Westerly margin of Seattle Hill Road and the
                terminus;

              All
                as shown on the 132nd Street Southeast improvements:

               

              Seattle
                Hill Road to 65th Avenue Southeast, right of way plat approved March
                15,
                2000, Survey 3571.

               

              Situate
                in the County of Snohomish, State of Washington.

               

              Special
                Exceptions:

               

              1.
                 General
                Taxes: First half delinquent May 1, second half delinquent
                November 1:

              
                Year:                   
2001

                Total
                  Tax
                  Billed:                                   
                  $211.80

                Total
                  Tax
                  Owing:                                  $105.90
                  Plus Interest and/or Penalties, If Any

                Tax
                  Account
                  Number:                         
                   280533-001-001-00

                Levy
                  Code:                                          
                  03059

                Assessed
                  Value-Land:                          
                  $14,000.00

                Assessed
                  Value-Improvements:             $-0-

                 

              

              2.
                 Covenants,
                Conditions, Restrictions, Dedications, Agreements and Notes, as contained
                in Snohomish County Boundary Line Adjustment Number 000-106723, recorded
                under Recording Number 200009070179.

               

            
	
              Deed
                From:

            	
              Simba
                Development, LLC

               

            
	
              Deed
                Records

              Auditors
                File No.

            	
              200112210894

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              28-0533-001-001-00;
                Portion of 28-0533-001-035-00

            


    


    
      
        
           



        


        
        

      

      
        
        

        
          

        

      

      
         

        


      

    


     

    ARTICLE
      ONE

     

    MISCELLANEOUS

     

    SECTION
      1.01

     

    This
      Thirty-Third Supplemental Indenture is executed and shall be construed as an
      indenture supplemental to the Indenture, and shall form a part thereof, and
      the
      Indenture, as hereby supplemented and modified, is hereby confirmed. Except
      to
      the extent inconsistent with the express terms hereof, all the provisions,
      terms, covenants, and conditions of the Indenture shall be applicable to the
      Bonds of the New Series to the same extent as if specifically set forth
      herein.

     

    SECTION
      1.02

     

    The
      Trustee has accepted the amendment of the Indenture effected by this
      Thirty-Third Supplemental Indenture and agrees to execute the trust created
      by
      the Indenture as hereby amended, but only upon the terms and conditions set
      forth in the Indenture, including the terms and provisions defining and limiting
      the liabilities and responsibilities of the Trustee, and without limiting the
      generality of the foregoing, the Trustee shall not be responsible in any manner
      whatsoever for or with respect of any of the recitals or statements contained
      herein, all of which recitals or statements are made solely by the Company,
      or
      for or with respect to (a) the validity or sufficiency of this Thirty-Third
      Supplemental Indenture or any of the terms or provisions hereof, (b) the
      proper authorization hereof by the Company by corporate action or otherwise,
      and
      (c) the due execution hereof by the Company.

     

    SECTION
      1.03

     

    The
      Company covenants that it is lawfully seized and possessed of all the trust
      estate at the date of the execution of the Thirty-Third Supplemental Indenture
      except as in the Indenture otherwise stated or permitted; that on said date
      the
      trust estate is free and clear from all liens and encumbrances other than
      permitted encumbrances, except as in the Indenture otherwise stated or
      permitted; that the Company will warrant and forever defend the trust estate
      and
      the title thereto to the Trustee against the claims of all persons whomsoever
      except as in the Indenture otherwise stated or permitted; that it will maintain
      and preserve the lien of the Indenture, as a first mortgage lien, except as
      in
      the Indenture otherwise stated or permitted so long as any of the Bonds issued
      under the Indenture are outstanding; and -that it has good right and lawful
      authority to subject said property to the lien of the Indenture, as provided
      in
      and by the Indenture.

     

    SECTION
      1.04

     

    This
      Thirty-Third Supplemental Indenture may be executed in several counterparts,
      and
      each of such counterparts shall for all purposes be deemed to be an original,
      and all such counterparts, or as many of them as the Company and the Trustee
      shall preserve undestroyed, shall together constitute but one and the same
      instrument.

     

    SECTION
      1.05

     

    Although
      this Thirty-Third Supplemental Indenture is dated for convenience and for the
      purpose of reference as of April 27, 2005, the actual date or dates of
      execution by the Company and by the Trustee are as indicated by their respective
      acknowledgments hereto annexed.

    


     

    
      
        
           



        


        
        

      

      
        
        

        
          

        

      

      
         

        


      

    


     

    IN
      WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Thirty-Third
      Supplemental Indenture to be signed in its corporate name and behalf by its
      President or one of its Vice Presidents and the Treasurer or an Assistant
      Treasurer or the Secretary or an Assistant Secretary, all on April ___,
      2005, but as of the day and year first above written.

     

    


     

    PUGET
      SOUND ENERGY, INC.

     

    


     

     

    


     

    By /s/
      James W. Eldredge

    James
      W.
      Eldredge

    Vice
      President Corporate Secretary,

    Controller,
      and Chief Accounting Officer

     

    


     

    Attest:

     

     

    /s/
      Michael J. Stanik  

    Michael
      J. Stanik

    Assistant
      Corporate Secretary

    and
      Assistant Controller

    

      

      

        
          
            
              


              


            

            
            

          

          
            
            

            
              

            

          

          
            
            

            
               

              


            

          

        




    

     

    


     

    


     

    STATE
      OF
      WASHINGTON )

    )
      ss:

    COUNTY
      OF
      KING  )

     

    On
      this
      ______ day of ______________, 2005, before me, a Notary Public in and for the
      State of Washington, duly commissioned and sworn, personally appeared James
      W.
      Eldredge, to me known to be the Vice President Corporate Secretary, Controller,
      and Chief Accounting Officer of Puget Sound Energy, Inc., a Washington
      corporation, the corporation named in and which executed the foregoing
      instrument; and they acknowledged to me that they signed the same as the free
      and voluntary act and deed of said corporation for the uses and purposes therein
      mentioned, being authorized so to do.

     

    WITNESS
      my hand and official seal the day and year in this certificate above
      written.

     

    ____________________________________

    Notary
      Name:    

    Notary
      Public in and for the State of 

    ____________,
      residing at ________________.

    My
      commission expires ____________.


    
      
        
           



        


        
        

      

      
        
        

        
          

        

      

      
         

        


      

    


     

    


     

    


     

    STATE
      OF
      WASHINGTON )

    )
      ss:

    COUNTY
      OF
      KING  )

     

    On
      this
      ______ day of ______________, 2005, before me, a Notary Public in and for the
      State of Washington, duly commissioned and sworn, personally appeared Michael
      J.
      Stranik, to me known to be the Assistant Corporate Secretary and Assistant
      Controller of Puget Sound Energy, Inc., a Washington corporation, the
      corporation named in and which executed the foregoing instrument; and they
      acknowledged to me that they signed the same as the free and voluntary act
      and
      deed of said corporation for the uses and purposes therein mentioned, being
      authorized so to do.

     

    WITNESS
      my hand and official seal the day and year in this certificate above
      written.

     

    ____________________________________

    Notary
      Name:    

    Notary
      Public in and for the State of 

    ____________,
      residing at ________________.

    My
      commission expires ____________.