Unassociated Document


     

    Exhibit
      4.30


    
      

    


     

    (Real
      Estate Mortgage)

     

     

     

    PUGET
      SOUND ENERGY, INC.

     

    TO

     

    U.S.
      BANK NATIONAL ASSOCIATION,

     

    Trustee

     

    _______________

     

    Eighty-Second
      Supplemental Indenture

     

    Dated
      as of April 27, 2005

     

    _______________

     

    Relating
      to First Mortgage Bonds

     

    _______________

     

    Supplemental
      to Indenture dated as of

     

    June
      2, 1924, as supplemented and modified

     

    _______________

     

    


     

    (NOT
      PART OF INDENTURE)

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



     

    THIS
      EIGHTY-SECOND SUPPLEMENTAL INDENTURE, made as of the 27th day of April,
      2005, by and between Puget Sound Energy, Inc., formerly Puget Sound Power &
Light Company, 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 U.S. Bank National
      Association,
      a
      national banking association with
      a
      principal corporate trust office at 100 Wall Street, Suite 1600, in the city
      of
      New York and State of New York 10005 (successor to Old Colony Trust Company)
      (hereinafter sometimes called the “Trustee”), as Trustee under the First
      Mortgage (originally, and before modification thereof by certain supplemental
      indentures, called “First and Refunding Mortgage”) from Puget Sound Power &
Light Company, a Massachusetts corporation (hereinafter sometimes called the
      “Predecessor Company”), dated as of June 2, 1924 (said Mortgage being
      hereinafter sometimes called the “Original Mortgage”), as supplemented and
      modified by all indentures supplemental thereto heretofore executed and
      delivered, party of the second part;

     

    WITNESSETH:
      that

     

    WHEREAS,
      the Predecessor Company did by the Original Mortgage, filed for record in the
      offices of the Auditors of the Counties of Chelan, Clallam, Cowlitz, Douglas,
      Grant, Grays Harbor, Island, Jefferson, King, Kitsap, Kittitas, Lewis, Mason,
      Pacific, Pierce, Skagit, Snohomish, Thurston and Whatcom, all in the State
      of
      Washington, and left on file as a chattel mortgage in each of said counties,
      convey and pledge certain property therein described to Old Colony Trust
      Company, as Trustee, to be held upon the trusts expressed in the Original
      Mortgage to equally secure an unlimited authorized amount of mortgage bonds
      (therein and herein called the “Bonds”) issued or to be issued in one or more
      series, all as more fully provided in the Original Mortgage; and

     

    WHEREAS,
      the Predecessor Company, prior to September 1, 1954, had executed and delivered
      to the Trustee thirty-nine supplemental indentures, supplementing and in certain
      respects modifying the Original Mortgage and providing for the execution,
      certification and delivery of Bonds of various series from time to time pursuant
      thereto (which Original Mortgage, as so supplemented and modified, is therein
      and herein sometimes called the “First Mortgage”); and

     

    WHEREAS,
      the Predecessor Company executed and delivered to the Trustee a Fortieth
      Supplemental Indenture, dated as of September 1, 1954, which Supplemental
      Indenture is divided into two parts, designated as Part I and Part II, and
      Part
      I thereof provided for the establishment and the execution, certification and
      delivery initially of Twenty-Five Million Dollars ($25,000,000) principal amount
      of a series of Bonds, designated as First Mortgage Bonds, 3-1/2% Series due
      1984, and contained certain covenants, restrictions, conditions and provisions
      affecting, and provided for certain modifications of, the First Mortgage (the
      First Mortgage, as so supplemented and modified by said Part I, being sometimes
      in said Fortieth Supplemental Indenture and herein called the “Revised First
      Mortgage”) and Part II thereof provided for modifications of the Revised First
      Mortgage as therein set forth, which modifications became effective on October
      20, 1955 (the Revised First Mortgage as so modified by Part II of the Fortieth
      Supplemental Indenture as heretofore, hereby, and hereafter supplemented and
      modified being sometimes in said Part II and herein called the “Indenture” and
      references herein to Sections, Articles or other provisions of the Indenture
      being to the revised or modified provisions thereof as set forth in Part II
      of
      the Fortieth Supplemental Indenture); and

     

    WHEREAS,
      the Predecessor Company has heretofore executed and delivered to the Trustee
      a
      Forty-First Supplemental Indenture dated as of December 1, 1954, a Forty-Second
      Supplemental Indenture dated as of July 1, 1957, a Forty-Third Supplemental
      Indenture dated as of May 1, 1958, a Forty-Fourth Supplemental Indenture dated
      as of November l, 1959, and a Forty-Fifth Supplemental Indenture dated as of
      April 1, 1960, all of which mortgaged, pledged, assigned, conveyed and
      transferred to the Trustee and subjected to the lien of the Indenture additional
      property acquired or constructed, and betterments, improvements and additions
      made to the mortgaged property, since the execution and delivery of the Fortieth
      Supplemental Indenture; and

     

    WHEREAS,
      the Company has executed and delivered to the Trustee a Forty-Sixth Supplemental
      Indenture dated as of November 10, 1960, whereby the Company has succeeded
      to
      the Predecessor Company with the same effect as if the 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 Predecessor Company merged into the
      Company on November 16, 1960, whereupon the Company acquired all the 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 Predecessor
      Company since the execution and delivery of the Original Mortgage, which by
      the
      terms of the Indenture is subjected or intended to be subjected to the lien
      thereof; and 

     

    WHEREAS,
      the Company has executed and delivered to the Trustee the supplemental
      indentures set forth herein:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Supplemental
                Indenture

            	
              Dated
                as of

            
	
              Forty-Seventh
                Supplemental Indenture

            	
              February
                1, 1961

            
	
              Forty-Eighth
                Supplemental Indenture

            	
              November
                1, 1963

            
	
              Forty-Ninth
                Supplemental Indenture

            	
              May
                1, 1964

            
	
              Fiftieth
                Supplemental Indenture

            	
              January
                1, 1966

            
	
              Fifty-First
                Supplemental Indenture

            	
              June
                1, 1967

            
	
              Fifty-Second
                Supplemental Indenture

            	
              February
                1, 1969

            
	
              Fifty-Third
                Supplemental Indenture

            	
              July
                1, 1970

            
	
              Fifty-Fourth
                Supplemental Indenture

            	
              October
                1, 1972

            
	
              Fifty-Fifth
                Supplemental Indenture

            	
              March
                1, 1974

            
	
              Fifty-Sixth
                Supplemental Indenture

            	
              November
                1, 1974

            
	
              Fifty-Seventh
                Supplemental Indenture

            	
              August
                1, 1975

            
	
              Fifty-Eighth
                Supplemental Indenture

            	
              October
                1, 1976

            
	
              Fifty-Ninth
                Supplemental Indenture

            	
              July
                1, 1978

            
	
              Sixtieth
                Supplemental Indenture

            	
              December
                1, 1979

            
	
              Sixty-First
                Supplemental Indenture

            	
              December
                1, 1981

            
	
              Sixty-Second
                Supplemental Indenture

            	
              July
                1, 1984

            
	
              Sixty-Third
                Supplemental Indenture

            	
              January
                1, 1986

            
	
              Sixty-Fourth
                Supplemental Indenture

            	
              April
                1, 1986

            
	
              Sixty-Fifth
                Supplemental Indenture

            	
              April
                1, 1986

            
	
              Sixty-Sixth
                Supplemental Indenture

            	
              August
                1, 1986

            
	
              Sixty-Seventh
                Supplemental Indenture

            	
              November
                1, 1986

            
	
              Sixty-Eighth
                Supplemental Indenture

            	
              September
                1, 1987

            
	
              Sixty-Ninth
                Supplemental Indenture

            	
              February
                1, 1990

            
	
              Seventieth
                Supplemental Indenture

            	
              October
                1, 1990

            
	
              Seventy-First
                Supplemental Indenture

            	
              May
                1, 1991

            
	
              Seventy-Second
                Supplemental Indenture

            	
              August
                1, 1991

            
	
              Seventy-Third
                Supplemental Indenture

            	
              March
                1, 1992

            
	
              Seventy-Fourth
                Supplemental Indenture

            	
              October
                1, 1992

            
	
              Seventy-Fifth
                Supplemental Indenture

            	
              April
                1, 1993

            
	
              Seventy-Sixth
                Supplemental Indenture

            	
              December 1,
                1997

            
	
              Seventy-Seventh
                Supplemental Indenture

            	
              March 1, 1999

            
	
              Seventy-Eight
                Supplemental Indenture

            	
              October
                1, 2000

            
	
              Seventy-Ninth
                Supplemental Indenture

            	
              May
                1, 2003

            
	
              Eightieth
                Supplemental Indenture

            	
              April 30,
                2004

            
	
              Eighty-First
                Supplemental Indenture

            	
              March
                1, 2005

            


    

     

    all
      of
      which mortgaged, pledged, assigned, conveyed and transferred to the Trustee
      and
      subjected to the lien of the Indenture additional property acquired or
      constructed, and betterments, improvements and additions made to the mortgaged
      property since the execution and delivery of the Fortieth Supplemental
      Indenture; and

     

    WHEREAS,
      all Bonds of any series heretofore executed, authenticated and delivered
      pursuant to the Original Mortgage, as from time to time supplemented and
      modified, have been retired and canceled or payment duly and irrevocably
      provided for, except for the series set forth herein:

    


    
      	
              Principal
                Amount of Bonds

            	
              Series

            
	
               

              Twenty-Five
                Million Dollars

              ($25,000,000)

            	
               

              Secured
                Medium-Term Notes, 

              Series
                A due November 30, 2006

            
	
               

              One
                Hundred Million Dollars

              ($100,000,000)

            	
               

              Secured
                Medium-Term Notes, 

              Series
                A due February 1, 2007

            
	
               

              Forty-Six
                Million Dollars

              ($46,000,000)

            	
               

              Secured
                Medium-Term Notes, 

              Series
                A due June 19, 2006

            
	
               

              Fifty
                Million Dollars

              ($50,000,000)

            	
               

              Secured
                Medium-Term Notes, 

              Series
                B due December 10, 2004

            
	
               

              Three
                Million Dollars

              ($3,000,000)

            	
               

              Secured
                Medium-Term Notes,

              Series
                B due December 1, 2003

            
	
               

              Eleven
                Million Dollars

              ($11,000,000)

            	
               

              Secured
                Medium-Term Notes,

              Series
                B due December 2, 2003

            
	
               

              Thirty
                Million Dollars

              ($30,000,000)

            	
               

              Secured
                Medium-Term Notes,

              Series
                B due May 27, 2004

            
	
               

              Fifty-Five
                Million Dollars

              ($55,000,000)

            	
               

              Secured
                Medium-Term Notes,

              Series
                B due February 1, 2024

            
	
               

              Three
                Hundred Million Dollars

              ($300,000,000)

            	
               

              First
                Mortgage Bonds,

              Pledged
                Series A due December 1, 2027

            
	
               

              Two
                Hundred Million Dollars

              ($200,000,000)

            	
               

              First
                Mortgage Bonds,

              Pledged
                Series A due June 15, 2018

            
	
               

              One
                Hundred Million Dollars

              ($100,000,000)

            	
               

              First
                Mortgage Bonds,

              Pledged
                Series B due March 9, 2029

            
	
               

              One
                Hundred Fifty Million Dollars

              ($150,000,000)

            	
               

              First
                Mortgage Bonds,

              Pledged
                Series B due March 9, 2029

            
	
               

              Two
                Hundred Twenty-Five Million Dollars

              ($225,000,000)

            	
               

              First
                Mortgage Bonds,

              Pledged
                Series B due February 22, 2010

            
	
               

              Twenty-Five
                Million Dollars

              ($25,000,000)

            	
               

              First
                Mortgage Bonds,

              Pledged
                Series B due September 8, 2008

            
	
               

              Two
                Hundred Sixty Million Dollars

              ($260,000,000)

            	
               

              First
                Mortgage Bonds, 

              Pledged
                Series C, due February 1, 2011

            
	
               

              Forty
                Million Dollars

              ($40,000,000)

            	
               

              First
                Mortgage Bond, 

              Pledged
                Series C due January 16, 2004 

            
	
               

              One
                Hundred Thirty-Eight Million Four Hundred Sixty Thousand
                Dollars

              ($138,460,000)

            	
               

              5%
                First Mortgage Bonds, 

              Pledged
                Series C due March 1, 2031

            
	
               

              Twenty-Three
                Million Four Hundred Thousand Dollars

              ($23,400,000)

            	
               

              5.10%
                First Mortgage Bonds, 

              Pledged
                Series C due March 1, 2031

            


    

     

    which
      Bonds are now outstanding and constitute the only Bonds of the Company
      outstanding under the Indenture; and

     

    WHEREAS,
      effective as of the opening of business on January 4, 1971, The First National
      Bank of Boston succeeded Old Colony Trust Company as Trustee under the Indenture
      by reason of the merger of Old Colony Trust Company into The First National
      Bank
      of Boston; and

     

    WHEREAS,
      effective as of October 2, 1995, State Street Bank and Trust Company
      succeeded The First National Bank of Boston as Trustee under the Indenture;
      and

     

    WHEREAS,
      effective as of February 15, 2003, U.S. Bank National Association succeeded
      State Street Bank and Trust Company as Trustee under the Indenture;
      and

     

    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,
      the Company desires to execute and deliver this Eighty-Second 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 Original
      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 U.S. Bank National Association, 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
      Original 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:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    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.

     

    


    KING
      COUNTY

     

    


    
      	
              Section:

            	
              25

            
	
              Township:

            	
              21
                North

            
	
              Range:

            	
              04
                East, W.M.

            
	
              Description:

            	
              The
                parcel of land identified as the “Substation Parcel” in City of Algona
                Boundary Line Adjustment No. LO-64, recorded in the records of King
                County, Washington under Recording No. 20040823900001, more particularly
                described as follows:

               

              All
                that portion of the Southwest Quarter of Section 25, Township 21
                North,
                Range 4 East, Willamette Meridian, in King County, Washington more
                particularly described as follows:

               

              Commencing
                at the West quarter corner of said Section 25;

              Thence
                South 89°11'23" East along the North line of said Southwest quarter a
                distance of 1007.83 feet;

              Thence
                South 00°48'37" West 30.00 feet to the South margin of 1st Avenue North
                and the Point of Beginning;

              Thence
                South 89°11'23" East along said South margin 291.56 feet;

              Thence
                South 00°57'29" West 150.86 feet;

              Thence
                North 89°11'23" West 199.20 feet;

              Thence
                South 89°16'33" West 58.29 feet;

              Thence
                North 00°57'29" East 137.42 feet;

              Thence
                North 89°11'23" West 34.05 feet;

              Thence
                North 00°48'37" East 15.00 feet to the South margin of 1st Avenue North
                and the Point of Beginning.

              
                ______________________________

                **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.

              

               

              Exceptions
                to Title:

               

              1. General
                Property Taxes and Service Charges, as follows, together with interest,
                penalty and statutory foreclosure costs, if any, after delinquency:
                (1st
                half delinquent on May 1; 2nd half delinquent on November 1)

              Tax
                Account No.:             2521049024

              Year          Billed         Paid             Balance

                   2004                                   $12,532.72                            $6,266.36                             
                $6,266.36                 
                

               

              2. Easement
                and the terms and conditions thereof:

              Grantee:                   
   Puget
                Sound Power and Light  Company,
                a Washington  Corporation

                    
                 Purpose:                                                      
                Electric transmission and/or distribution substation and one or more
                electric

                                                                                   
                transmission and/or distribution lines

              Area
                Affected:                                                            
                Said premises and other property

              Recorded:                    October
                8, 1990

                     
                Recording
                No.:                                                            
                9010080184

               

              2. Ordinance
                and the terms and conditions thereof:

              Recorded:                      March
                29, 1990

              Recording
                No.:                  
9003291077

              Regarding:                     Rezoning

               

              3. All
                Covenants, Conditions, Restrictions, Reservations, Easements or Other
                Servitudes, if any, disclosed by the City Of Algona Boundary Line
                Adjustment No. 10-61 recorded under Recording No.
                20020911900010.

               

              Rights
                or benefits, if any, which may be disclosed by the recorded document(s)
                above affecting land outside the boundary described in Schedule
                A.

               

              4. All
                Covenants, Conditions, Restrictions, Reservations, Easements or Other
                Servitudes, if any, disclosed by Boundary Line Adjustment recorded
                under
                Recording No. 20040823900001.

               

              5. Covenants,
                Conditions and Restrictions imposed by instrument recorded on
                September 2, 2002, under Recording No. 20020920001614.

               

              6. Covenants,
                Conditions and Restrictions imposed by instrument recorded on April
                9,
                2003, under Recording No. 20030409002418.

               

              7. Agreement
                and the terms and conditions thereof:

              Recorded:           
                 September
                20, 2002

              Recording
                No.:                  
                 20020920001615

                     
                Regarding:                                                       
                Drainage Agreement              

               

              8. Unrecorded
                leaseholds, if any; rights of vendors and holders of security interests
                on
                personal property installed upon the land; and rights of tenants
                to remove
                trade fixtures at the expiration of the term.

               

              9. Easement
                and the terms and conditions thereof:

              Grantee:                                                            
                The Boeing Company, a Delaware  Corporation

                     
                Purpose:                                                           
                Access to and use of light poles, manholes, storm water sewer
                line

              Area
                Affected:               
A
                portion of said premises

                    Recorded:                                            
                September
                16, 2004               

              Recording
                No.:               
20040916001348

               

              10. Terms,
                Covenants and Conditions relating to easement appurtenant to said
                premises
                and located on adjoining property, Recording No.
                20040916003149

               

            
	
              Deed
                From:

            	
              The
                Boeing Company, a Delaware Corporation

            
	
              Deed
                Records

              Auditors
                File No.

            	
              20040916001347

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              252104-9024

            


    

     

    


    PIERCE
      COUNTY

     

    


    
      	
              Section:

            	
              36

            
	
              Township:

            	
              19
                North

            
	
              Range:

            	
              03
                East, W.M.

            
	
              Description:

            	
              An
                undivided 49.85% interest as tenant in common as to the fee simple
                estate
                in Parcel A; and an undivided 49.85% interest as tenant in common
                in
                existing improvements installed within the easement areas more
                particularly described as Parcels B, C, D, E, and F and the franchise
                described as Parcel H, together with non-exclusive rights under the
                easements described as Parcels B, C, D, E, F, K and L, and the franchise
                described as parcel h; and an undivided 23.50% interest as tenant
                in
                common in existing fuel pipeline lateral installed within the easement
                area more particularly described as Parcel J, together with non-exclusive
                rights under easement described as Parcel J;

               

              An
                undivided 49.85% interest as tenant in common in non-exclusive easement
                for private road and utility easement and non-exclusive private sanitary
                sewer and water easement appurtenant to Parcel A as created under
                Pierce County Short Plat No. 200404155008 and described in
                Parcel K;

               

              An
                undivided 49.85% interest as tenant in common in easements granted
                for the
                benefit of Parcel A under reciprocal easements agreement recorded
                under Pierce County Recording No. 200404290031 described in Parcel
                L.

               

              Parcel
                A:

               

              Lot 1
                of Pierce County Short Plat Number 200404155008, according to map
                thereof
                recorded April 15, 2004, in Pierce County, Washington.

               

              Parcel
                B:

               

              A
                Non-Exclusive Easement as granted by instrument recorded under Pierce
                County Recording Number 9407080167 to operate and maintain a utility
                corridor, together with the rights of ingress and egress thereto,
                under or
                upon/over those portions of the Southeast Quarter of Section 36,
                Township 19 North, Range 3 East of the Willamette Meridian, described
                as
                follows:

               

              That
                portion of said Southeast Quarter lying 30 feet Easterly, when
                measured at right angles, of the following described line:

               

              Commencing
                at the South Quarter corner of said Section 36;

               

              Thence
                South 89°46'55" East along the South line of said Southeast Quarter of
                said Section 36, a distance of 1,398.01 feet to the proposed
                centerline of 50th Avenue East;

               

              Thence
                North 00°13'05" East along said proposed centerline a distance of 30.00
                feet to the North margin of 192nd Street East and the True Point
                of
                Beginning;

               

              Thence
                continuing North 00°13'05" East along said proposed centerline, a distance
                of 1,203.17 feet to a point hereinafter referred to as Point "A"
                and the
                terminus of this line description;

               

              Together
                with that portion of said Southeast Quarter being a 60 foot wide
                non-exclusive utilities easement lying 30 feet on each side of the
                following described centerline:

               

              Beginning
                at the hereinabove described Point "A", said point being the beginning
                of
                a curve concave to the West having a radius of 650.00 feet (the radius
                center bears North 89°46'55" West);

               

              Thence
                Northerly 100.00 feet along said curve through a central angle of
                08°48'53", to a point hereinafter referred to as Point "B" and the
                terminus of this centerline description;

               

              And
                together with that portion of said Southeast Quarter lying 30 feet
                Westerly, when measured at right angles, of the following described
                line:

               

              Beginning
                at the hereinabove described Point "B", said point being a point
                on a
                curve concave to the West having a radius of 650.00 feet (the radius
                center bears South 81°24'12" West);

               

              Thence
                Northerly 63.12 feet along said curve through a central angle of
                05°33'49";

               

              Thence
                North 14°09'37" West a distance of 181.95 feet to the beginning of a curve
                concave to the East having a radius of 650.00 feet;

               

              Thence
                Northerly 158.25 feet along said curve through a central angle of
                13°56'59";

               

              Thence
                North 00°12'38" West a distance of 924.52 feet to the Northeast corner of
                the Northwest Quarter of said Southeast Quarter and the terminus
                of this
                line description.

               

              Except
                any portion thereof lying within the existing margins of 184th Street
                East
                and 50th Avenue East.

               

              Parcel
                C:

               

              An
                Easement as granted by instrument recorded under Pierce County Recording
                Number 9305110110, to construct, maintain, operate, repair, replace
                and
                remove, in whole or in part, a 230 kv underground electric
                transmission line, together with the right and privilege to construct,
                maintain, operate, repair, replace and remove, in whole or in part,
                all
                necessary fixtures and appurtenances, under, on, over and across
                the
                following described property:

               

              A
                strip of land 15 feet in width on, along and across a 100 foot strip
                of
                land in the Southwest Quarter of the Northeast Quarter, the Southeast
                Quarter of the Northwest Quarter, the Northeast Quarter of Southwest
                Quarter, and Government Lot 2 in Section 36, Township 19 North, Range
                3
                East of the Willamette Meridian, lying 7 and one half feet on each
                side of
                the following described line:

               

              Commencing
                at the Southwest corner of Government Lot 2;

               

              Thence
                Northerly along the West line of said Government Lot 2, North 00°04'32"
                East, 431.56 feet to the South right of way line of the Chehalis
                Western
                Railroad;

               

              Thence
                Northeasterly along said South right of way line, North 76°15'40" East,
                4.22 feet to the True Point of Beginning of said described line and
                the
                beginning of a non-tangent curve concave to the Southwest whose radius
                point bears South 59°22'54" West 60 feet;

               

              Thence
                along the arc of said curve, 29.45 feet through a central angle of
                28°07'14";

               

              Thence
                North 58°44'20" West 70.70 feet to the beginning of a curve concave to the
                Southwest having a radius of 59.75 feet;

               

              Thence
                along the arc of said curve 46.93 feet through a central angle of
                45°00'00" to a point 7.50 feet South of, as measured at right angles
                to,
                the North right of way line of said Chehalis Western
                Railroad;

               

              Thence
                Westerly and parallel with said North right of way line, South 76°15'40"
                West 840.21 feet to the beginning of a curve concave to Southeast
                having a
                radius of 3,507.70 feet;

               

              Thence
                continuing Westerly and parallel with said North right of way line
                and
                along the arc of said curve 496.01 feet through a central angle of
                08°06'07" to a point of compound curvature and the beginning of a curve
                concave to the Southeast having a radius of 2,498.25 feet;

               

              Thence
                continuing Westerly and parallel with said North right of way line
                and
                along the arc of said curve 527.02 feet through a central angle of
                12°05'13" to the beginning of a reverse curve concave to the North whose
                radius point bears North 33°55'35" West 60.00 feet;

               

              Thence
                along the arc of said curve, 29.98 feet through a central angle of
                28°37'41" to the North right of way line of said Chehalis Western Railroad
                and the end of said described line.

               

              Parcel
                D:

               

              An
                Easement as granted by instrument recorded under Pierce County Recording
                Number 9406160392, to construct, maintain, operate, inspect, repair,
                replace or remove an electric transmission line and appurtenances
                thereto,
                for the transportation of electricity, together with the rights of
                ingress
                and egress thereto, on, under, across and through the following described
                property:

               

              A
                strip of land 5.00 feet in width in the Southwest Quarter of Section
                36,
                Township 19 North, Range 3 East of the Willamette Meridian, in Pierce
                County, Washington, whose Southwesterly line lies 5.00 feet Southwesterly
                of, and parallel with, the following described line:

               

              Commencing
                at the Southwest corner of Government Lot 2 of said Section
                36;

               

              Thence
                Northerly along the West line of said Government Lot 2, North 00°04'32"
                East, 431.56 feet to the South right of way line of the Chehalis
                Western
                Railroad;

               

              Thence
                Northeasterly along said South right of way line, North 76°15'40" East,
                4.22 feet to the beginning of a non-tangent curve concave to the
                Southwest
                whose radius point bears South 59°22'54" West 60 feet;

               

              Thence
                along the arc of said curve, 29.45 feet through a central angle of
                28°07'14";

               

              Thence
                North 58°44'20" West 70.70 feet to the beginning of a curve concave to the
                Southwest having a radius of 59.75 feet;

               

              Thence
                along the arc of said curve 46.93 feet through a central angle of
                45°00'00" to a point 7.50 feet South of, as measured at right angles
                to,
                the North right of way line of said Chehalis Western
                Railroad;

               

              Thence
                Westerly and parallel with said North right of way line, South 76°15'40"
                West 840.21 feet to the beginning of a curve concave to the Southeast
                having a radius of 3,507.70 feet;

               

              Thence
                continuing Westerly and parallel with said North right of way line
                and
                along the arc of said curve 496.01 feet through a central angle of
                08°06'07" to a point of compound curvature and the beginning of a curve
                concave to the Southeast having a radius of 2,498.25 feet;

               

              Thence
                continuing Westerly and parallel with said North right of way line
                and
                along the arc of said curve 527.02 feet through a central angle of
                12°05'13" to the beginning of a reverse curve concave to the North whose
                radius point bears North 33°55'35" West 60.00 feet;

               

              Thence
                along the arc of said curve, 29.98 feet through a central angle of
                28°37'41" to the North right of way line of said Chehalis Western Railroad
                and the South line of a parcel of land conveyed to the Olympic Pipeline
                Company by statutory warranty deed recorded under Auditor's Fee
                Number 2493256 and the true point of beginning of said described line
                and the beginning of a curve concave to the Northeast whose radius
                point
                bears North 05°17'54" West 60.00;

               

              Thence
                along the arc of said curve 56.26 feet through a central angle of
                53°43'20" to the West line of said Olympic Pipeline Company parcel and
                the
                end of said described line.

               

              Parcel
                E:

               

              A
                Non-Exclusive Easement as granted by instrument recorded under Pierce
                County Recording Number 9407080167 to operate and maintain a utility
                corridor, together with the rights of ingress and egress thereto,
                under or
                upon/over those portions of the Southeast Quarter of Section 36,
                Township
                19 North, Range 3 East of the Willamette Meridian, described as
                follows:

               

              A
                strip of land 30.00 feet in width in the Southwest and Northwest
                Quarters
                of Section 36, Township 19 North, Range 3 East of the Willamette
                Meridian,
                in Pierce County, Washington, lying 15.00 on each side of the following
                described line:

               

              Commencing
                at the Southwest corner of Government Lot 2 of said Section
                36;

               

              Thence
                Northerly along the West line of said Government Lot 2, North 00°04'32"
                East, 431.56 feet to the South right of way line of the Chehalis
                Western
                Railroad;

               

              Thence
                Northeasterly along said South right of way line, North 76°15'40" East,
                4.22 feet to the beginning of a non-tangent curve concave to the
                Southwest
                whose radius point bears South 59°22'54" West 60 feet;

               

              Thence
                along the arc of said curve, 29.45 feet through a central angle of
                28°07'14";

               

              Thence
                North 58°44'20" West 70.70 feet to the beginning of a curve concave to the
                Southwest having a radius of 59.75 feet;

               

              Thence
                along the arc of said curve 46.93 feet through a central angle of
                45°00'00" to a point 7.50 feet South of, as measured at right angles
                to,
                the North right of way line of said Chehalis Western
                Railroad;

               

              Thence
                Westerly and parallel with said North right of way line, South 76°15'40"
                West 840.21 feet to the beginning of a curve concave to Southeast
                having a
                radius of 3,507.70 feet;

               

              Thence
                continuing Westerly and parallel with said North right of way line
                and
                along the arc of said curve 496.01 feet through a central angle of
                08°06'07" to a point of compound curvature and the beginning of a curve
                concave to the Southeast having a radius of 2,498.25 feet;

               

              Thence
                continuing Westerly and parallel with said North right of way line
                and
                along the arc of said curve 527.02 feet through a central angle of
                12°05'13" to the beginning of a reverse curve concave to the North whose
                radius point bears North 33°55'35" West 60.00 feet;

               

              Thence
                along the arc of said curve, 29.98 feet through a central angle of
                28°37'41" to the North right of way line of said Chehalis Western Railroad
                and the South line of a parcel of land conveyed to the Olympic Pipeline
                Company by statutory warranty deed recorded under Auditor's Fee Number
                2493256 and the beginning of a curve concave to the Northeast whose
                radius
                point bears North 05°17'54" West 60.00;

               

              Thence
                along the arc of said curve 56.26 feet through a central angle of
                53°43'20" to the West line of said Olympic Pipeline Company parcel and
                the
                true point of beginning of said described line and the beginning
                of a
                curve concave to the East whose radius point bears North 48°25'26" East
                60.00 feet;

               

              Thence
                along the arc of said curve 43.36 feet through a central angle of
                41°24'35" to a point 15.00 feet West of, as measured at right angles,
                the
                West line of said Olympic Pipeline Company parcel;

               

              Thence
                Northerly and parallel with said West line, North 00°09'59" West 547.45
                feet to the North line of Parcel "B" as conveyed to the Port of Tacoma
                by
                statutory warranty deed recorded under Auditor's Fee Number 2261403
                and
                the end of said described line.

               

              Parcel
                F:

               

              An
                Easement as granted by instrument recorded under Pierce County Recording
                Number 9407080167 for utilities, together with the rights of ingress
                and
                egress thereto through and over a parcel of land in the Southeast
                Quarter
                of Section 36, Township 19 North, Range 3 East of the Willamette
                Meridian,
                Pierce County, State of Washington, being more particularly described
                as
                follows:

               

              Beginning
                at the Northwest corner of a parcel of land conveyed to Pierce County
                for
                right of way of 50th Avenue East by quit claim deed recorded under
                Recording Number 9307070957;

               

              Thence
                Northerly and parallel with the center line of said right of way,
                North
                00°13'05" East 693.16 feet to the Northeast corner of a parcel of land
                conveyed to Toray Composites Inc. by statutory warranty deed recorded
                under Recording Number 9210300678;

               

              Thence
                Easterly along the North line of said Toray parcel extended, South
                89°44'19" East 30.00 feet;

               

              Thence
                South 00°13'05" West 693.14 feet to a point on the north line of said
                parcel of land conveyed to Pierce County for right of way of 50th
                Avenue
                East by quit claim deed recorded under Recording Number 9307070957
                lying
                30 feet easterly of the Point of Beginning;

               

              Thence
                Westerly along said North line, North 89°46'55" West 30.00 feet to the
                Point of Beginning.

               

              Parcel
                G:

               

              Intentionally
                Deleted.

               

              Parcel
                H:

               

              A
                Non-Exclusive Franchise as created by Ordinance Numbers 94-1 and
                95-136
                and recorded under Pierce County Recording Numbers 9406060135 and
                9605080126, for a term of twenty-five years beginning May 3, 1994,
                to
                construct, maintain and operate transmission and distribution lines
                for
                the transmission, distribution and sale of electrical energy, together
                with poles, wires, underground conduits and other appurtenances across,
                under, along and over 50th Avenue East in Section 36, Township 19
                North,
                Range 3 East of the Willamette Meridian.

               

              Parcel
                I:

               

              Intentionally
                Deleted.

               

              Parcel
                J:

               

              An
                Easement as granted by instrument recorded under Pierce County Recording
                Number 9412130093 to locate, survey a route, construct, entrench,
                maintain, protect, inspect and operate a pipeline with appurtenances,
                together with the right of ingress and egress, over, under and through
                a
                strip of land 45 feet in width over that portion of Government Lot
                4 of
                the Southeast Quarter of Section 36, Township 19 North, Range 3 East
                of
                the Willamette Meridian, being described as follows:

               

              Commencing
                at the South Quarter corner of said Section 36;

               

              Thence
                South 89°46'55" East along the South line of said Section 36, 428.05
                feet;

               

              Thence
                North 00°10'17" West 120.00 feet to the Southeast corner of Parcel No. 1
                as described by real estate contract recorded under Pierce County
                Auditor's Fee No. 2962736;

               

              Thence
                continuing North 00°10'17" West along the East line of said Parcel No. 1,
                a distance of 1206.67 feet to the North line of the Southwest Quarter
                of
                said Southeast Quarter of said Section 36;

               

              Thence
                South 89°44'19" East along said North line, 896.10 feet to the Northwest
                corner of said Government Lot 4;

               

              Thence
                South 89°44'19" East along the North line of said Government Lot 4, a
                distance of 45.90 feet to a point on a curve whose center bears South
                81°36'35" West 620.00 feet, said point also being the True Point of
                Beginning;

               

              Thence
                continuing South 89°44'19" East along said North line of said Government
                Lot 4, a distance of 1056.51 feet to the West margin of Canyon Road
                as
                dedicated per deed recorded under Auditor's Recording No. 8712290338,
                records of Pierce County, Washington;

               

              Thence
                South 01°03'09" West along said West margin, 45.00 feet to the
                intersection with a line 45 feet South of, when measured
                perpendicular to the North line of said Government Lot 4;

               

              Thence
                North 89°44'19" West along said parallel line, 1050.72 feet to a point on
                a curve to the left whose center bears South 85°47'48" West 620.00
                feet;

               

              Thence
                Northerly along said curve to the left through a central angle of
                04°11'14" an arc distance of 45.31 feet to the North line of said
                Government Lot 4 and the True Point of Beginning;

               

              Except
                the existing 75 foot gas easement as shown on survey recorded under
                Auditor's Recording No. 9206090529.

               

              Parcel
                K:

               

              A
                Non-Exclusive 28-foot wide Easement for private road and utility
                easement
                for the benefit of parcel a, and a Non-Exclusive 27-foot wide Easement
                for
                private sanitary sewer and water easement for the benefit of Parcel
                A
                created under Pierce County Short Plat No. 200404155008.

               

              Parcel
                L:

               

              Easements
                to be granted for the benefit of Parcel A under Reciprocal Easements
                Agreement recorded April 29, 2004, Recording Number
                200404290031.

               

              Situate
                in the County of Pierce, State of Washington.

               

               

              Special
                Exceptions:

               

              1. Agreement
                and the terms and conditions thereof:

               

                  Between:            Pierce
                County

                  And:                                           
                Port of Tacoma

                  Recorded:                                   
                May
                22, 1989

                  Recording
                Number:                    
                8905220198

                  Regarding:                                  
                Application of residential equivalent units obtained through local
                Improvement District 87-1

                  Affects:                                     
                This and other property

               

               

              2. Restrictions
                contained in Large Lot Division Number 9405310739, as
                follows:

               

              The
                approval of this Large Lot Division is not a guarantee that future
                permits
                will be granted.

               

              Public
                Works Notes:

               

              1.    Access
                to Lots 1 through 4 will be reviewed at the time of commercial building
                permit application. Only
                commercial

                            
                type building permits will be issued for these lots.  This deferral
                will require that any private roads shown on this large lot or
                

                        
                on
                the commercial application meet the requirements of Ordinance 92-120
                or
                the most recent version thereof.

               

              2.           
                A comprehensive storm drainage plan for Lots 1 through 4 will be
                reviewed
                at the time of commercial building permit 

                           
                 application.  Only commercial type building permits will be
                issued for these lots.

               

              3.          
                Each lot owner and their successors shall be responsible for controlling
                the storm water runoff created by this development

                            and,
                individually and collectively, responsible for maintaining the project's
                storm drain system.

               

              4.       
                Priorto
                grading, filling, clearing, or creation of impervious surfaces, the
                owner/developer shall comply with the Pierce County Site Development
                Ordinance 90-132 or the most current version thereof.

               

              5.    Building
                permits can be issued on all lots in this plat, however no final
                occupancy
                permits will be issued on Lots 1, 2, 3 and 4 until 50th Avenue Pierce
                East
                and 186th Street East has been constructed county and approved by
                Fire
                Marshall notes.

               

              6.    The
                emergency vehicle access shall extend to within 150 feet of all
                portions of any exterior wall of the first story of the residential
                structure.

               

              7.    Fire
                flow requirements shall be determined at the time of application
                for
                building permit. 

               

              
                
                

              

              Utility
                Department Notes:

               

               8.    All
                new
                development approved to utilize interim on-site sewage systems after
                the
                effective date of July 1, 1993, shall connect to a permanent sewage
                treatment and disposal system when that system becomes available,
                as
                defined by the appropriate agencies.

               

              9.    This
                property has been assessed for sanitary sewers constructed under
                Utility
                Local Improvement District 87-1 based upon conditions prior to this
                subdivision.  All lot ownership shall be required to construct any
                additional facilities that may be required and to pay any additional
                fees
                per Ordinance 89-60 as amended from time to time prior to obtaining
                service.

               

              10.        
                  Guarantee of
                sewage treatment plant capacity is hereby approved only to the extent
                of
                the number of Residential Equivalents (R.E.) actually paid for in
                the
                sewer connection charges imposed as a condition of the approval of
                this
                plat.  The county does not guarantee the availability of any
                additional sewage treatment plant capacity for the real property
                described
                on the face of this plat.

               

              11.       
                Each
                lot of this large plat shall be served by an individual side sewer
                stub
                unless otherwise approved by the director.

               

              12.          
                Pierce County, its officers, employees, agents, successors, assigns
                and
                its contractors, are hereby granted a perpetual easement with right
                of
                immediate entry and continued access for the construction, improvement,
                maintenance and repair of storm drainage, water and sanitary sewer
                pipes,
                manholes and other utility strictures over, under, and across the
                easements and private roads shown on the face of the plat.

               

              13.         
                 The property owners shall be responsible for the repair and
                maintenance of the private sanitary sewer lines in joint usage  from
                the point where the joint usage occurs to the public mainline sewer
                hookup.  Cost of the maintenance and repair shall be shared equally
                by the owners.  The agreement to repair and maintain shown on this
                plat shall be a covenant running with the real property described
                herein
                and shall be binding on all subsequent heirs, executors, administrators,
                agents, and assigns.

               

              14.    The
                cost of any repairs for the private sanitary sewer lines from the
                point
                where joint usage occurs to the parties respective real property
                improvements shall be the sole responsibility of each party and shall
                not
                be shared jointly.

               

              15.          
                All
                service and repair to these sanitary sewer lines shall be made by
                a
                licensed and bonded sewer contractor in accordance with the latest
                adopted
                Pierce County Utilities Administrative Code.

               

              16.    All
                parties
                hereto agree and understand that pierce county utilities has no
                responsibility for the repair and maintenance of said private sanitary
                system.

               

              17.    The
                private
                sanitary sewer facilities serving this plat shall remain under the
                ownership of the property owners who will be responsible for their
                operation and maintenance.

               

              18.    The
                owner or
                developer of this large lot plat will be required to submit sanitary
                sewer
                plans in accordance with pierce county sewer utility administrative
                code
                and pierce county standard plans, latest revision, and pay all applicable
                charges and fees to pierce county public works and utilities department,
                water resources section, for review and approval prior to issuance
                of any
                sewer service permits and building permits for any lots with in this
                large
                lot plat.

                     

               

              3.  Terms
                and provisions of underground electric power line easement:

               
                Grantee:         Tenaska
                Power Partners, L.P.

               
                Area Affected:      
Parcel
                C

                   
                Recorded:               
                May
                11, 1993

               
                Recording Number:    9305110110

               

              Assignment
                of said easement and the provisions thereof:

               

                    Recorded:            
                November
                17, 1993

                    Recording
                Number:         9311170248

                    Assignee:                    Tenaska
                Washington Partners II, L.P., a Washington limited
                partnership

               

              4.         
                Terms
                and provisions of Electric Transmission Line Easement:

                    Grantee:           
                Tenaska
                Power Partners, L.P.

                    Area
                Affected:      
Parcel
                D

                    Recorded:            
                June
                16, 1994

                    Recording
                Number:   
                9406160382

               

              Said
                instrument is a re-recording of instrument recorded under Recording
                Number 9304300948.

               

              Assignment
                of said easement and the provisions thereof:

               

                        Recorded:                     
                June
                16, 1994

                    Recording
                Number:        
                9406160383

                        Assignee:                     
                Tenaska
                Washington Partners, L.P., a Washington limited partnership

               

              Said
                instrument is a re-recording of instrument recorded under Recording
                Number 9311170249.

               

              5.          
                Terms
                and provisions of franchise granted by Ordinance No. 94-1 and
                95-136:

                        Grantor:                
                Pierce
                County

                        Grantee:               
                Tenaska
                Washington Partners II, L.P.

                               
                Purpose:                              
                To
                locate electric lines on certain rights of way

                        Area
                Affected:            
                Parcel
                H

                               
                Recorded:                            
                June
                6, 1994 and May 8, 1996

                        Recording
                Number:         9406060135
                and 9605080126

               

              6.          
                Terms
                and provisions contained in grant of easement:

                    Grantor:            
                Port
                of Tacoma

                    Grantee:            
                Northwest
                Pipeline Corporation

                    Area
                Affected:      
Parcel
                J

                    Recorded:             
                December
                13, 1994

                    Recording
                Number:   
9412130093

               

              Assignment
                of said easement and the provisions thereof:

               

                    Recorded:         February
                19, 1998

                    Recording
                Number:   
                9802190260

                    Assignee:           
                Tenaska
                Washington Partners II, L.P.

               

              7. 
Exceptions
                and reservations contained in deed from the State of Washington,
                whereby
                the grantor excepts and reserves all oil, gases, coal, ores, minerals,
                fossils, etc., and the right of entry for opening, developing and
                working
                the same and providing that such rights shall not be exercised until
                provision has been made for full payment of all damages sustained
                by
                reason of such entry.

               

              8.           
                Right
                of State of Washington or its successors, subject to payment of
                compensation therefore, to acquire rights of way for private railroads,
                skid roads, flumes, canals, water courses or other easements for
                transporting and moving timber, stone, minerals and other products
                from
                this and other property, as reserved in the deed from the State of
                Washington.

               

              9.   Restrictions
                contained in deed from the Port of Tacoma:

               

              Recorded:          July
                8, 1994

              Recording
                Number:    9407080167

               

              Said
                restrictions were amended by Restricted Use Agreement and Restatement
                of
                Conditions, Covenants and Restrictions recorded February 12, 1998,
                under
                Recording Number 9802120668.

               

              10.        
                Agreement
                and the terms and conditions thereof:

                    Between:                           
                Northwest
                Pipeline Corporation

                    And:                                    Pierce
                County

                               
                Recorded:                           August
                3, 2001

                               
                Recording
                Number:          
                200108031245

                    Regarding:                         
                Utility
                installation relative to a power generation facility.

                    Affects:                              
                Includes
                other property

               

              Note:  The
                company notes letter dated November 20, 2003, and executed on
                December 9, 2003 by John W. Ladenburg, Pierce County Executive,
                provided by the insured herein, which amends the terms of the Declaration
                of Emergency contained in the above agreement by deleting terms contained
                in Section 7 of the Declaration of Emergency which purport to limit
                operation of the facilities to a twenty-month period.

               

              11.          
                Covenants, Conditions, Restrictions, Dedications, Agreements, Easements,
                Maintenance Provisions and Notes, as contained in Pierce County Short
                Plat
                recorded April 15, 2004, under Recording Number
                200404145008.

               

              12.        
                Reciprocal
                Easements Agreement, and the terms and conditions thereof:

                    Between:             Frederickson
                Power L.P.

                    And:                 Clover
                Creek Power
                L.P.

                    Recorded:             April
                29,
                2004

                    Recording
                Number:     
                200404290031

               

              13.       
                 Joint
                Ownership Agreement and the terms and conditions thereof:

                    Between:        Puget
                Sound Energy, Inc.

                    And:           Frederickson
                Power L.P.

                    Disclosed
                By:          
                Quit
                Claim Deed dated April 26, 2004

                    Recorded:                  
                April 29,
                2004

                    Recording
                Number:       200404290789

               

              14.        
                Agreement
                and the terms and conditions thereof:

                    Between:           Frederickson
                Power L.P., Clover Creek Power L.P.

                    And:             
Puget
                Sound Energy, Inc.

                    Recorded:          April
                29, 2004

                    Recording
                Number:    200404290790

                    Regarding:                     Shared
                services, cooperation and indemnification agreement.

                    Affects:                        
                Parcel
                A and other property

               

              15. Right,
                title and interest of Frederickson Power L.P. as owner of an undivided
                50.15% interest as tenant in common in the real property described
                as
                Parcels A, B, C, D, E, F, H, K, and L in Schedule A, and as owner
                of an
                undivided 23.65% interest as tenant in common in the real property
                described as Parcel J in Schedule A.

                    Disclosed
                By:                      
                Quit
                Claim Deed dated April 26, 2004

                    Recorded:                     
                April
                29, 2004

                    Recording
                Number:          200404290029

               

              16.         
                Right,
                title and interest of Clover Creek Power L.P. in the real property
                described as Parcels B, E, F, and H in Schedule A.

                    Disclosed
                By:                     
                Quit
                Claim Deed dated April 26, 2004

                    Recorded:               April
                29, 2004

                    Recording
                Number:         200404290030

               

              17. Right,
                title and interest of Clover Creek Power L.P. as owner of an undivided
                52.85% interest as tenant in common in the real property described
                as
                Parcel J in Schedule A.

                    Disclosed
                By:                    
                Quit
                Claim Deed dated April 26, 2004

                    Recorded:                  
                April
                29, 2004

                    Recording
                Number:        200404290030

            
	
              Deed
                From:

            	
              Frederickson
                Power L.P.

              Clover
                Creek Power L.P.

            
	
              Deed
                Records

              Auditors
                File No.

            	
              200404290029

              200404290030

              200404290789

              200404290790

               

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              03-19-36-8-009

            


    

     

           

    PIERCE
      COUNTY

     

    


    
      	
              Section:

            	
              33

            
	
              Township:

            	
              19
                North

            
	
              Range:

            	
              04
                East, W.M.

            
	
              Description:

            	
              Commencing
                at the Northeast corner of Section 33, Township 19 North, Range 4
                East,
                W.M., Pierce County, Washington:

              Thence
                North 89°47'06" West along the North line of said Section, a distance of
                1375.00 feet;

              Thence
                South 00°32'03" West 30.00 feet to the Point of Beginning;

              Thence
                continuing South 00°32'03" West 454.81 feet;

              Thence
                South 57°55'46" West 112.59 feet;

              Thence
                South 63°45'39" West 95.37 feet;

              Thence
                North 00°32'03" East 378.63 feet;

              Thence
                South 89°27'57" East 115.00 feet;

              Thence
                North 00°32'03" East 179.53 feet

              Thence
                South 89°47'06" East 65.00 feet to the Point of Beginning.

               

              Situate
                in the County of Pierce, State of Washington.

               

              Exhibit
                ‘B’

               

              Commencing
                at the Northeast corner of Section 33, Township 19 North, Range 4
                East,
                W.M., Pierce County, Washington; thence North 89°47'06" West along the
                North line of said Section, a distance of 1375.00 feet; thence South
                00°32'03" West 484.81 feet to the Point of Beginning thence continuing
                South 00°32'03" West 83.34 feet thence South 70°18'23" West 432.85 feet to
                a point on the Northerly boundary of the rim as shown on the plat
                thereof
                recorded under Auditor’s Recording Number 9903305006; thence North
                75°37'22" West, along said Northerly boundary 884.80 feet to a point
                on a
                non-tangent curve on the Easterly margin of Gem Heights Drive East
                right-of-way, said curve having a radius of 1040.00 feet and to which
                point a radial bears South 75°37'22" East; thence Northerly and
                counterclockwise along the arc of said curve through a central angle
                of
                13°49'41" for a distance of 251.00 feet thence North 00°32'57" East 185.78
                feet to the beginning of a curve having a radius of 20.00 feet; thence
                Northeasterly and clockwise along the arc of said curve through a
                central
                angle of 89°39'57" for a distance of 31.30 feet to a point on the
                Southerly margin of 176th Street East right-of-way; thence South
                89°47'06"
                East along said right-of-way 390.38 feet; thence 00°12'54" East 15.00
                feet; thence South 89°47'06" East 759.83 feet; thence South 00°32'03" West
                1179.45 feet; thence North 89°27'57" West 115.00 feet; thence South
                00°32'03" West 378.63 feet; thence North 63°45'39" East 95.37 feet; thence
                North 63°45'39" East 95.357 feet; thence North 57°55'46" East 112.59 to
                the Point of Beginning.

               

               

              Exhibit
                ‘C’

               

              Commencing
                at the Northeast corner of Section 33, Township 19 North, Range 4
                East,
                W.M. Pierce County, Washington; thence North 89°47'06" West along the
                North line of said Section, a distance of 1375.00 feet; thence South
                00°32'03" West 30.00 feet to the Point of Beginning; thence continuing
                South 00°32'03" West 179.81 feet; thence North 89°27'57" West 65.00 feet;
                thence North 00°32'03" East 179.45 feet; thence South 89°47'06" East 65.00
                feet to the point of beginning.

               

               

              Special
                Exceptions:

               

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

                Year:                                    
                2004

                Amount
                Billed:                 
                $3,629.17

                Amount
                Paid:                   
                $1,814.58

                Amount
                Due:                   
                $1,814.59

                Tax
                Account
                Number:              
                04-19-33-1- 006

                Levy
                Code:                            
                220

                Assessed
                Value-Land:           $250,800.00

                Assessed
                Value-Improvements:  $0.00

                Affects:                                
                This
                and  other
                 property

               

              2. Right
                to Construct and Maintain Necessary Cut and Fill Slopes and Culverts,
                where the same may extend beyond the limits of the existing right
                of way
                along the North line of the West three-fourths of Section 33, and
                along
                the South line of Section 28, not to exceed 5 feet, as granted to
                Pierce
                County by instrument recorded April 7, 1960 under Auditor’s No.
                1885103.

               

              3. Concomitant
                Agreement setting forth covenants, conditions, obligations and
                restrictions relating to the use and development of said
                premises:

                  
                Recorded:                                        
                December
                8, 1997

                  
                Recording
                Number:                        
                9712080531

               

              4. Concomitant
                Agreement setting forth covenants, conditions, obligations and
                restrictions relating to the use and development of said
                premises:

                  
                Recorded:
                                             
                December
                30, 1996

                  
                Recording
                Number:                  
                9612300313

               

              5. Easement
                recorded under Recording Number 200101230184, and the terms and conditions
                thereof:

                  
                Purpose:                                 Right
                of entry for  inspection
                 and
                 construction
                in  association
                with site  development,
                and
                                                                
                incidental
                purposes

                  
                In Favor
                Of:                            
                Pierce
                County

                  
                Affects:                                 
                Portion
                of said  premises

               

              6. Perpetual
                Reciprocal Easement and Maintenance Agreement and terms and provisions
                thereof, granting reciprocal easements for sewer structures and setting
                forth maintenance obligations:

                  
                Recorded:                              
                August
                17, 2000

                  
                Recording
                Number:                  
                200008170591

               

                  
                Said instrument is a re-recording of instrument recorded under Recording
                Number 9911240713.

               

              7. Commercial/Industrial
                Agreement to maintain stormwater facilities and to implement a Pollution
                Source Control Plan (representative), and the terms and conditions
                thereof:

                  
                Between:                                Silver
                Creek Commercial LLC,  a
                Washington limited liability  company

                  
                And:                                    
                Pierce
                County

                  
                Recorded:                              July
                2, 2001

                  
                Recording
                Number:                 
                200107020149

               

              8. Easement
                recorded under Recording Number 200105230874, and the terms and conditions
                thereof:

                  
                Purpose:                              
                Drainage
                and incidental  purposes

                  
                In Favor
                Of:                           Silver
                Creek Commercial LLC,  a
                Washington limited liability  company

                  
                Affects:                               
                Portion
                of said premises

               

              9. Easement
                and the terms and conditions thereof:

                  
                Purpose:                             
                Ingress
                and egress for  maintenance
                and service  vehicles

                  
                Recorded:                           
                may
                20, 2004

                  
                Recording
                Number:               
                200405201325

            
	
              Deed
                From:

            	
              Silver
                Creek Commercial LLC, a Washington limited liability
                company

            
	
              Deed
                Records

              Auditors
                File No.

            	
              200405201325

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              Portion
                of 041933-1-006

            


    

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THURSTON
      COUNTY

     

    


    
      	
              Description:

            	
              Tract
                A of Seattle Estates as recorded December 5, 2003 under Auditor’s File
                Nos. 3601752 and 3601753.

               

              In
                the County of Thurston, State of Washington.

               

              Subject
                to:

               

              1. Mitigation
                Agreement including the terms and conditions thereof:

                   
                 Recorded:        November 27,
                2002

                    
                Auditor’s File No.:       3482046

                    
                Between:                   Robert
                A. Bussey Investments, Inc., Carl Teitge

                    
                And:                        
                Rainier
                School District No. 307

                   
                 Note:                               
                Said agreement provides for fee of $650.00 for each single family
                dwelling
                unit to be

                                  
                paid prior to  issuance of building
                permit.

               

              2. Reservation
                of all coal, oil, gas and mineral rights and rights to explore for
                the
                same contained in deed from Weyerhaeuser Timber Company.

                     
                Recorded:
                               
                March 28,
                1994

                     
                Auditor’s File No.:      9403280238

               

              3. Easement
                for the right to make necessary slopes for cuts or fills upon said
                property in the reasonable original grading of streets, avenues,
                alleys
                and roads, as dedicated in the plat.

               

              4 Easement
                contained on the face of the plat as granted for electric, telephone,
                gas
                and utility services and the terms and conditions thereof affecting
                the
                herein noted distance of the exterior lot lines:

              Affects:         Front
                10 feet

            
	
              Deed
                From:

            	
              City
                of Rainer, Washington

            
	
              Deed
                Records

              Auditors
                File No.

            	
              3695772

            
	
              Assessor’s
                Tax

              Parcel
                ID#

            	
              73020100000

            


    

     

    


     

    ARTICLE
      ONE

     

    MISCELLANEOUS

     

    SECTION
      1.01

     

    This
      Eighty-Second 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
      Eighty-Second 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
      Eighty-Second 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 Eighty-Second 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
      Eighty-Second 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 Eighty-Second 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.

     

    


     

    


     

    


     

    


     

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      remainder of this page intentionally left blank]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Eighty-Second
      Supplemental Indenture to be signed in its corporate name and behalf by its
      President or one of its Vice Presidents or its Treasurer or Assistant Treasurer
      and its corporate seal to be hereunto affixed and attested by its Secretary
      or
      one of its Assistant Secretaries, 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. Stranik  

    Michael
      J. Stranik

    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 ____________.