Eighty-sixth Supplemental Indenture



 EXHIBIT 4.5 
  
  
 (Real Estate Mortgage) 
  
 PUGET SOUND ENERGY, INC. 
 TO 
 U.S. BANK NATIONAL ASSOCIATION, 
 Trustee 
  
  
 Eighty-Sixth Supplemental Indenture 
 Dated as of April 29, 2008 

  
  
 Relating to First Mortgage Bonds 
  
  
 Supplemental to Indenture
dated as of 
 June 2, 1924, as supplemented and modified 
  
  
  
  
  
 (NOT PART OF INDENTURE) 







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 THIS EIGHTY-SIXTH SUPPLEMENTAL INDENTURE, made as of the 29th day of April, 2008, 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, 
  

			
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 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 1, 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: 
  

			
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	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-Eighth 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	 	
	Eighty-Second Supplemental Indenture	 		  	April 27, 2005	 	
	Eighty-Third Supplemental Indenture	 		  	April 28, 2006	 	

  

			
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	Eighty-Fourth Supplemental Indenture	 	September 1, 2006	 	
	Eighty-Fifth Supplemental Indenture	 	April 27, 2007	 	

 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
		
	 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, 2009

		
	 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


  

			
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	Principal Amount of Bonds	  	Series
		
	 Two Hundred Sixty Million Dollars
 ($260,000,000)
	  	 First Mortgage Bonds, Pledged
 Series C, due February 1,
2011

		
	 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

		
	 One Hundred Fifty Million Dollars
 ($150,000,000)
	  	 3.363% Pledged First Mortgage
 Bonds due June 1, 2008


		
	 Two Hundred Fifty Million Dollars
 ($250,000,000)
	  	 5.483% Pledged First Mortgage
 Bonds due June 1, 2035


		
	 One Hundred Fifty Million Dollars
 ($150,000,000)
	  	 5.197% Pledged First Mortgage
 Bonds due October 1, 2015


		
	 Three Hundred Million Dollars
 ($300,000,000)
	  	 6.274% Pledged First Mortgage
 Bonds due March 15, 2037



 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 
  

			
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 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-Sixth 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 
  

			
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 now owned or hereafter acquired, which by the provisions of the Indenture is excepted or to be excepted from the conveyance and lien of the Indenture, or which has heretofore been released from the lien of the
Indenture or otherwise disposed of by the Company free from the lien of the Indenture in accordance with the provisions thereof: 
 INCLUDING
NEVERTHELESS in the property hereby conveyed and confirmed to the Trustee (without limiting the generality of the foregoing general description of such property and without prejudice to the conveyance and confirmance of all such property by such
general description) the following: 
 All property, real, personal or mixed, together with all buildings or improvements thereon and the
appurtenances thereto, located in the State of Washington and described below or conveyed to the Company by the deeds listed on the list of properties and deeds below, to which deeds and the records thereof in the County Auditor’s office of the
respective counties in the State of Washington below stated (in all cases where said deeds and/or records are below specified) reference is hereby made for a more particular description of the property hereby conveyed and confirmed to the Trustee
and its respective successor or successors and assigns as aforesaid, to wit: 
  

			
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 List of Real Estate in the State of Washington Acquired by 
 Puget Sound
Energy, Inc. to Date, and Not Heretofore Specifically 
 Described in Any Prior Supplemental Indenture** 
 Puget Sound Energy, Inc. 
 IN SKAGIT COUNTY,
WASHINGTON: 
 Description:            Lot 4 of Tinas Coma Binding Site Plan approved
December 12, 2006 and recorded as Auditor’s File No. 200612200022. 
 TOGETHER WITH a non-exclusive easement for ingress, egress and utilities
over, under and across those portions of Tract “J” of the “PLAT OF TINAS COMA”, as per plat recorded August 11, 2000 as Auditor’s File No. 200008110004, as delineated therefor on the face thereof; 

ALSO TOGETHER WITH a non-exclusive easement for ingress, egress and utilities over, across and under a portion of Tract 10 of the “PLAT OF THE BURLINGTON
ACREAGE PROPERTY”, as per plat recorded in Volume 1 of Plats, page 49, as established by that certain easement agreement recorded March 16, 2006 as Auditor’s File No. 200603160001. 
  

			
	Deed From:	  	Property Investors, LLC
		
	Deed Records	  	
	Auditors File No.:	  	200612290181
		
	Assessor’s Tax	  	
	Parcel ID#:	  	P117122;4755-000-999-0100


	 	



	**	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. 

  

			
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 ARTICLE ONE 
 MISCELLANEOUS 
 SECTION 1.01 
 This Eighty-Sixth
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-Sixth 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-Sixth 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-Sixth 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. 
  

			
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 SECTION 1.04 
 This Eighty-Sixth
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-Sixth Supplemental Indenture is dated for convenience and for the purpose of reference as of April 29, 2008, 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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 IN WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Eighty-Sixth Supplemental Indenture to be signed in its corporate name and behalf by its
President or one of its Vice Presidents and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, all on April 29, 2008, but as of the day and year first above written. 
  

			
	PUGET SOUND ENERGY, INC.
		
	By	 	     /s/ Donald E. Gaines

		 	    Donald E. Gaines
		 	     Vice President Finance and
     Treasurer



  
  

	
	Attest:
	
	            /s/ James D.
Sant                
	            James D. Sant
	            Assistant Treasurer

  

			
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	 STATE OF WASHINGTON
	 	)	 	
		 	)	 	ss:
	 COUNTY OF KING
	 	)	 	

 On this   29   day of
        April        , 2008, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Donald E.
Gaines, to me known to be the Vice President Finance and Treasurer of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he 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. 
  

	
	     /s/ Carol A. Nelson

	Notary Name:
	Notary Public in and for the State of
	Washington, residing at Redmond WA.
	My commission expires 7-20-09.


  

			
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	 STATE OF WASHINGTON
	 	)	 	
		 	)	 	ss:
	 COUNTY OF KING
	 	)	 	

 On this   29   day of
        April        , 2008, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared James
D. Sant, to me known to be the Assistant Treasurer of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he 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. 
  

	
	     /s/ Carol A. Nelson

	Notary Name:
	Notary Public in and for the State of
	Washington, residing at Redmond WA.
	My commission expires 7-20-09.


  

			
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