Eighty-third Supplemental Indenture



 EXHIBIT 4.4 
  
  
 (Real Estate Mortgage) 
 PUGET SOUND
ENERGY, INC. 
 TO 
 U.S. BANK NATIONAL ASSOCIATION, 
 Trustee 
  
  
 Eighty-Third Supplemental Indenture 
 Dated as of April 28, 2006 

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








 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  

 THIS EIGHTY-THIRD SUPPLEMENTAL INDENTURE, made as of the 28th day of April, 2006, 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, 

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 1










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  

 
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: 
  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 2










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
	 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
	 	PAGE 3










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  

 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


  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 4










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
	 Principal Amount of Bonds
	  	 Series

	 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

		
	 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

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 5










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  

 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-Third Supplemental Indenture, in accordance with the provisions of the Indenture, for the
purpose of confirming the lien of the Indenture on certain property acquired or constructed by the Company since the execution and delivery of the 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 

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 6










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  

 
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: 
  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 7










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  

 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 JEFFERSON COUNTY, WASHINGTON: 
  

			
	Section:	  	11
		
	Township:	  	29 North
		
	Range:	  	01 West, W.M.
		
	Description:	  	 That portion of the Southeast quarter of the Southwest quarter of Section 11, Township 29 North, Range 1 West, W.M., more particularly described
as follows:
  
 Beginning at the intersection of the centerline of the West Chimacum Creek
and the North line of the  1/2 of the Southwest quarter of said Section 11;
 which point bears South°89 05’ East 1029.7 feet from the Northwest corner of said subdivision;
 thence 89°05’ East along said North line of the subdivision 1215.0 feet to the Westerly right-of-way line of the Chimacum-Hadlock road;
 thence Southerly along said right-of-way line 507.2 feet to the TRUE POINT OF BEGINNING for this description;
 thence South
72°34’ West 351.7 feet;
 thence South 0°51’30” West 433.6 feet to a line which is 280.5 feet North of and parallel to the South line
of said subdivision;
 thence South 89°08’30” East along said parallel line to intersect the Westerly right-of-way line of the Chimacum-Hadlock



  

	**	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. 

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 8










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
		  	 Road;
 thence Northerly along the right-of-way of said
road to the place of beginning.
  
 Situate in the county of Jefferson, State of
Washington.
  
 SUBJECT TO: RIGHT OF WAY FOR CHIMACUM-HADLOCK ROAD, IF ANY, AND EASEMENT
RIGHTS OF ADJOINING PROPERTIES OR THE PUBLIC TO THAT PORTION OF THE LAND INCLUDED WITHIN SUCH ROAD, AS DISCLOSED BY JEFFERSON COUNTY ASSESSORS RECORDS; MATTERS SET FORTH BY SURVEY UNDER AUDITOR’S FILE NO. 490251.

		
	Deed From:	  	Richard Shuff and Patti Shuff, husband and wife
		
	Deed Records	  	494730
	Auditors File No.	  	
		
	Assessor’s Tax	  	901-113-012
	Parcel ID#	  	

 IN KING COUNTY, WASHINGTON: 
  

			
	Section:	  	34
		
	Township:	  	26 North
		
	Range:	  	06 East, W.M.
		
	Description:	  	TRACT U-2 OF REDMOND RIDGE MASTER PLAT, ACCORDING TO THE PLAT RECORDED OCTOBER 5, 1999 IN VOLUME 191 OF PLATS AT PAGES 61 THROUGH 80, INCLUSIVE, UNDER RECORDING NO. 19991005000688, IN KING
COUNTY, WASHINGTON.

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 9










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
		  	 SUBJECT TO:
  
 Restrictions, conditions, dedications, notes, easements and provisions, if any, as contained and/or delineated on the face of the Redmond Ridge Division 8, a master plat recorded October 1, 2002 in Volume 208 of
plats at Page(s) 68 through 90, inclusive, in King County, Washington

		
	Deed From:	  	The Quadrant Corporation
		
	Deed Records	  	20051230001337
	Auditors File No.	  	
		
	Assessor’s Tax	  	7202250240
	Parcel ID#	  	

 IN KITSAP COUNTY, WASHINGTON: 
  

			
	Section:	  	21
		
	Township:	  	27 North
		
	Range:	  	02 East, W.M.
		
	Description:	  	 PARCEL I:
  
 LOT C OF SHORT PLAT 4672, RECORDED UNDER AUDITOR’S FILE NO. 8804060136 AND AMENDED UNDER AUDITOR’S FILE NO. 8805060083, BEING A PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21,
TOWNSHIP 27 NORTH, RANGE 2 EAST, W.M., IN KITSAP COUNTY, WASHINGTON.
  
 PARCEL
II:


  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 10










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


					
		 	AN EASEMENT FOR ACCESS AND UTILITIES AS DISCLOSED ON THE FACE OF SHORT PLAT NO. 4672, RECORDED UNDER AUDITOR’S FILE NO. 8804060136 AND AMENDED UNDER AUDITOR’S FILE NO.
8805060083.
		
		 	SUBJECT TO:
		
		 	Easement, and terms and conditions thereof, affecting a portion of said premises and for the purposes hereinafter stated, as disclosed by instrument recorded on JANUARY 14,
1916, under County Auditor’s File No. 80325.
			
		 	For:	 	ROAD
		 	Affects:	 	SOUTH 10 FEET OF SAID PREMISES
		
		 	Exceptions and Reservations contained in deed from KITSAP COUNTY TREASURERS DEED, 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; recorded under Recording Number
659607.
		
		 	NOTE: No examination has been made to determine the present record owner of the above minerals, or mineral lands and appurtenant rights thereto, or to determine matters which may
affect the lands or rights so reserved.
		
		 	Covenants, conditions, restrictions and easements contained in short plat:
			
		 	Recorded:	 	APRIL 8, 1988
		 	Recording No.:	 	8804060136
		 	Records of:	 	KITSAP COUNTY
		
		 	Said Short Plat was amended by instrument recorded MAY 6, 1988 under Auditor’s File No. 8805060083.
		
		 	Easement for electric transmission and distribution line, and

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 11










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


					
		  	the terms and conditions thereof, together with necessary appurtenances, as granted by instrument recorded on APRIL 25, 1988, under County Auditor’s File No. 8804250019.

			
		  	To:	  	PUGET SOUND POWER AND LIGHT COMPANY
		  	Affects:	  	THE NORTH 10 FEET AND THE EAST 10 FEET OF THE NORTH 120 FEET OF SAID PREMISES
		
		  	Easement, and the terms and conditions thereof, affecting a portion of said premises and for the purposes hereinafter stated, as disclosed by Instrument recorded on APRIL 27,
1988, under County Auditor’s File No. 8804270088.
			
		  	In favor of:	  	TELEPHONE UTILITIES OF WASHINGTON INC.
		  	For:	  	CONSTRUCT, RECONSTRUCT, REPAIR, OPERATE AND MAINTAIN ITS BURIED TELEPHONE LINE OR SYSTEM, INCLUDING THE NECESSARY WIRES, CONDUITS, CABLES AND FIXTURES
		  	Affects:	  	THE NORTH 10 FEET AND THE EAST 10 FEET OF THE NORTH 120 FEET OF SAID PREMISES
		
		  	Covenants, conditions and restrictions contained in instrument:
			
		  	Recorded:	  	APRIL 25, 1989
		  	Recording No.:	  	8904250112
		
		  	Restrictions limiting the use of that portion of the property herein described lying within 100 feet from a water well as imposed by instrument recorded on NOVEMBER 6, 1989,
under Kitsap County Auditor’s File Number 8911060144.
		
		  	Agreement and the terms and conditions thereof;
			
		  	By and Between:	  	KOUNTRY KORNER PROPERTIES INC. AND GLENN DRISCOLL AND DANA DRISCOLL, HUSBAND AND WIFE
		  	Recorded:	  	NOVEMBER 6, 1992
		  	Recording Number:	  	9211060394

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 12










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
		  	 Regarding: WATER SERVICE
  
 Agreement and the terms and conditions thereof:
  
 By and Between: PROPERTY OWNERS
 Recorded: DECEMBER 31, 1992
 Recording Number: 9212310003
 Regarding: WELL USE AND
MAINTENANCE

		
	Deed From:	  	Albert C. Hartman and Karen S. Hartman, as joint tenants
		
	Deed Records Auditors File No.	  	200506020040
		
	 Assessor’s Tax
 Parcel ID#
	  	212702-4-032-2002

 IN KITSAP COUNTY, WASHINGTON: 
  

			
	Section:	  	11
		
	Township:	  	23 North
		
	Range:	  	01 East, W.M.
		
	Description:	  	 The East half of the South half of the South half of the North half of the Northeast Quarter of the Northeast Quarter, Section 11, Township 23
North, Range 1 East, W.M.;
  
 Except Roads;
  
 Situate in Kitsap County, Washington.
  
 Subject To: This conveyance is subject to covenants, conditions, restrictions and easements, if any,
affecting title, which may appear in the public record, including those shown


  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 13










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
	 	  	on any recorded plat or survey.
		
	Deed From:	  	Michael D. Vansteenwyk and Lynda M. Vansteenwyk, husband and wife; Darin P. Hubin and Gina D. Hubin, husband and wife; Gary L. Vietz and Cheryl M. Vietz, husband and wife; and Reed M.
Fothergill, Rodney L. Vietz, and Darren McPherson, each as their respective separate estate, all doing business as Equity Investors #1, a joint venture.
		
	 Deed Records
 Auditors File No.
	  	200512300014
		
	 Assessor’s Tax
 Parcel ID#
	  	11230110122009

 IN KITTITAS COUNTY, WASHINGTON: 
  

			
	Section:	  	33, 29, 28, 27, 22, 21, 20, 17, 15, 9, 4 and 3
		
	Township:	  	18 North and 17 North
		
	Range:	  	21 East, W.M.
		
	Description:	  	 All of Sections 33, 29, 28, 27, 20, 21, and 22.
  
 The south half of Section 15.
  
 The south half of Section 17.
  
 All in Township 18
North, Range 21 East, W. M., in the County of Kittitas, State of Washington.
  
 All of
Fractional Section 4.
  
 All that portion of Section 9, lying North of the North right of



  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 14










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
		  	 way line of State Highway No. 7
  
 The Northeast quarter of Section 3, and the Northeast quarter of the Northwest quarter of Section 3.
  
 All in Township 17 North, Range 21 East, W.M., Kittitas County, State of Washington.
  
 RESERVING unto the Grantors from the above described land, all oil, gas, petroleum, asphaltum and
other hydrocarbon substances and other minerals and mineral rights of every kind and character whether similar to those herein specified or not, within or underlying, or which may be produced from the above described land which lies below the
present surface of said land, it being expressly understood and agreed that said Grantors, their respective heirs, successors and assigns, shall have a limited right to enter upon the surface of said land, or to use said land for the purposes as
stated in that certain Limited Waiver of Rights of even date herewith between Grantors and Grantee and recorded concurrently herewith.

		
	Deed From:	  	American Minerals and Land Corporation and Land Development and Promotion Services, Inc.
		
	 Deed Records
 Auditors File No.
	  	200509300085
		
	 Assessor’s Tax
 Parcel ID#
	  	 18-21-33000-0001
 18-21-29000-0001
 18-21-29000-0002
 18-21-28000-0001
 18-21-27000-0001
 18-21-20000-0001
 18-21-21000-0001
 18-21-22000-0001
 18-21-20000-0001 (New P395234)
 18-21-22000-0001 (New P415234)

 17-21-04000-0001
 17-21-04000-0005


  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 15










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
		  	 17-21-04000-0007
 17-21-04000-0009
 17-21-09000-0001
 17-21-09000-0006
 17-21-09000-0008
 17-21-09000-0010
 17-21-03000-0002

	
	IN SKAGIT COUNTY, WASHINGTON:
		
	Sections:	  	29 and 32
		
	Township:	  	35 North
		
	Range:	  	04 East, W.M.
		
	Description:	  	 That portion of Lot 20, “BURLINGTON HILL BUSINESS PARK PHASE II BINDING SITE PLAN”, approved October 15, 1997, recorded
October 29, 1997 in Volume 13 of Short Plats, pages 53 to 56, inclusive, under Auditor’s File No. 9710290033 and being a portion of the Southwest  1/4 of Section 29, Township 35 North, Range 4 East, W.M., and a portion of the Northwest  1/4 of Section 32, Township 35 North, Range 4 East, W.M., lying Easterly of the Southerly extension of the Easterly line of Park Lane, as shown on the face of said binding site
plan;
  
 TOGETHER WITH the East 30 feet of the North 150 feet of
that portion of said Lot 20 lying Westerly of the Southerly extension of the Easterly line of Park Lane, as shown on the face of said binding site plan;
  
 AND TOGETHER WITH a non-exclusive easement for ingress, egress and utilities over, under and across the West 30 feet of the East 60 feet of the North
150 feet of that portion


  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 16










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
		 	 of said Lot 20 lying Westerly of the Southerly extension of the Easterly line of Park Lane, as shown on the face of the binding site plan, and
over, under and across the East 60 feet of the South 15 feet of the North 165 feet of that portion of said Lot 20 lying Westerly of the Southerly extension of the Easterly line of Park Lane, as shown on the face of the binding
site plan.
  
 EXCEPT any portion of said Lot 20, lying within Tract H, City of
Burlington “Amended Plat of Lots 19, 21, 23 and 26 and of Tract A”, “Burlington Hill Business Park, Phase II”, Binding Site Plan, approved August 10, 2000, recorded September 15, 2000 under Skagit County
Auditor’s File No. 20009150127, being a portion of the South  1/2 of Section 29, Township 35 North,
Range 4 East, W.M.
  
 Parcel “Y”:
  
 The West 232 feet of Lot 21, City of Burlington “Amended Plat of Lots 19, 21, 23
and 26 and of Tract A”, “Burlington Hill Business Park, Phase II”, Binding Site Plan, approved August 10, 2000, recorded September 15, 2000 under Skagit County Auditor’s File No. 200009150127, being a
portion of the South  1/2 of Section 29, Township 35 North, Range 4 East, W.M.; EXCEPT the East 27 feet thereof.

  
 Parcel “Z”:
  
 A non-exclusive easement for drainage purposes over, under and across the North 30 feet of that
portion of Lot 20 on City of Burlington Binding Site Plan “Burlington Hill Business Park Phase II”, approved October 15, 1997 and recorded October 29, 1997 as Skagit County Auditor’s File No. 9710290033, lying
Westerly of the Southerly extension of Park Lane as delineated on the face of the Binding Site Plan, being a portion of the South  1/2 of Section 29, Township 35 North, Range 4 East, W.M.
  
 EXCEPTIONS:


  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 17










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


							
		 	A.	  	DELETED
			
		 	B.	  	RESERVATIONS AND/OR EXCEPTIONS CONTAINED IN INSTRUMENT:
				
		 	From:	  		  	Glacier Park Company, a Delaware corporation
		 	Recorded:	  	December 21, 1989
		 	Auditor’s No:	  	8912210037
		 	As Follows:	  	 Reserving unto themselves, their successors and assigns, all ores and minerals, etc.
 Said reservation of mineral rights has been deeded to Meridian Oil, Inc., a Delaware corporation by Auditors File No. 9104110021.

			
		 	C.	  	MATTERS AS DISCLOSED AND/OR DELINEATED ON THE FACE OF THE FOLLOWING PLAT/SUBDIVISION:
			
		 	Plat/Subdivision Name:	  	Burlington Hill Business Park, Phase II Binding Site Plan
		 	Recorded:	  	October 29, 1997
		 	Auditor’s No:	  	9710290033
			
		 	D.	  	AGREEMENT, AND THE TERMS AND CONDITIONS THEREOF:
			
		 	Between:	  	City of Burlington, State of Washington
		 	And:	  	Burlington Hill Properties, a Washington partnership
		 	Dated:	  	October 20, 1997
		 	Recorded:	  	October 29, 1997
		 	Auditor’s No:	  	9710290035
		 	Regarding:	  	Concomitant Rezone Agreement
			
		 	E.	  	PROTECTIVE COVENANTS AND/OR EASEMENTS, BUT OMITTING RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 18










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


							
		 		  	ORIGIN:	  	
			
		 	Dated:	  	October 20, 1997
		 	Recorded:	  	October 29, 1997
		 	Auditor’s No:	  	9710290036
		 	Executed by:	  	Jerry Walton, Daniel R. Madlung and Burlington Hill Business Park
			
		 	F.	  	 Deleted.

			
		 	G.	  	MATTERS AS DISCLOSED AND/OR DELINEATED ON THE FACE OF THE FOLLOWING BINDING SITE PLAN:
			
		 	Binding Site Plan:	  	Amended Plat of Lots 19, 21, 23 and 26 and of Tract A Burlington Hill Business Park Phase II
		 	Recorded:	  	September 15, 2000
		 	Auditor’s No:	  	200009150127
		 	Affects:	  	Parcel “Y” only
			
		 	H.	  	EASEMENT AND PROVISIONS CONTAINED THEREIN AS CREATED OR DISCLOSED IN INSTRUMENT:
			
		 	Dated:	  	December 13, 2003
		 	Recorded:	  	January 29, 2004
		 	Auditor’s File No.:	  	200401290103
		 	For:	  	Ingress, egress, utilities, rail siding,
		 	Affects:	  	Portions of Parcels “X” and “Z”
			
		 	I.	  	Deleted.
			
		 	J.	  	REGULATORY NOTICE/AGREEMENT THAT MAY INCLUDE COVENANTS, CONDITIONS AND RESTRICTIONS AFFECTING THE SUBJECT PROPERTY:
			
		 	Executed By:	  	Burlington Hill Properties

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 19










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


					
		  	Recorded:	  	June 18, 2004
		  	Auditor’s No:	  	200406180017
		  	Re:	  	Boundary Line Adjustment of Parcel “Y” to Parcel “X”
		
		  	Reference is hereby made to the record for the full particulars of said notice/agreement. However, said notice/agreement may have changed or may in the future change without
recorded notice.
		
		  	 K.     Deleted.

		
	Deed From:	  	Burlington Hills Properties, a general partnership
		
	 Deed Records
 Auditors File No.
	  	200507290175
		
	 Assessor’s Tax
 Parcel ID#
	  	 8017-000-020-0000, P112922
 8029-000-021-0100, P121741
 8017-000-020-0100, P119930


 IN THURSTON COUNTY, WASHINGTON: 
  

			
	Section:	  	19
		
	Township:	  	18 North
		
	Range:	  	01 West, W.M.
		
	Description:	  	 Parcel B of Boundary Line Adjustment No. BLA 03 2657OL, as recorded April 8, 2003 under Auditor’s File No. 3631286.
  
 SUBJECT TO covenants, conditions, restrictions, reservations, easements and agreements of record, if
any.

		
	Deed From:	  	James E. Borst and Patricia J. Borst, husband and wife

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 20










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
	Deed Records Auditors File No.	  	3708978
		
	 Assessor’s Tax
 Parcel ID#
	  	118-19-420100

  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 21










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  

 ARTICLE ONE 
 MISCELLANEOUS 
 SECTION 1.01 
 This Eighty-Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture, and shall form a part thereof,
and the Indenture, as hereby supplemented and modified, is hereby confirmed. Except to the extent inconsistent with the express terms hereof, all the provisions, terms, covenants, and conditions of the Indenture shall be applicable to the Bonds of
the New Series to the same extent as if specifically set forth herein. 
 SECTION 1.02 
 The Trustee has accepted the amendment of the Indenture effected by this Eighty-Third Supplemental Indenture and agrees to execute the trust created by
the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, and without limiting the generality of
the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect of any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to
(a) the validity or sufficiency of this Eighty-Third Supplemental Indenture or any of the terms or provisions hereof, (b) the proper authorization hereof by the Company by corporate action or otherwise, and (c) the due execution
hereof by the Company. 
 SECTION 1.03 
 The Company covenants that it is lawfully seized and possessed of all the trust estate at the date of the execution of the Eighty-Third Supplemental Indenture except as in the Indenture otherwise stated or permitted;
that on said date the trust estate is free and clear from all liens and encumbrances other than permitted encumbrances, except as in the Indenture otherwise stated or permitted; that the Company will warrant and forever defend the trust estate and
the title thereto to the Trustee against the claims of all persons whomsoever except as in the Indenture otherwise stated or permitted; that it will maintain and preserve the lien of the Indenture, as a first mortgage lien, except as in the
Indenture otherwise stated or permitted so long as any of the Bonds issued under the Indenture are outstanding; and that it has good right and lawful authority to subject said property to the lien of the Indenture, as provided in and by the
Indenture. 
  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 22










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  

 SECTION 1.04 
 This Eighty-Third Supplemental Indenture may be executed in several counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts, or as many of them as the
Company and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. 
 SECTION 1.05

 Although this Eighty-Third Supplemental Indenture is dated for convenience and for the purpose of reference as of April 28, 2006, the
actual date or dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgments hereto annexed. 
 [The remainder of this page intentionally left blank] 
  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 23










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  

 IN WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Eighty-Third Supplemental Indenture to
be signed in its corporate name and behalf by its President or one of its Vice Presidents and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, all on April 25, 2006, 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


  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 24










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
	STATE OF WASHINGTON	  	)
		  	) ss:
	COUNTY OF KING	  	)

 On this 25th day of April, 2006, 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/ K.J. Campbell

	Notary Name: Karen Campbell
	Notary Public in and for the State of Washington, residing at Bellevue.
	My commission expires 7/18/08.


  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 1










 ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY 

 DISQUALIFY THIS DOCUMENT FOR RECORDING 
  


			
	STATE OF WASHINGTON	  	)
		  	) ss:
	COUNTY OF KING	  	)

 On this 25th day of April, 2006, 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/ K.J. Campbell

	Notary Name: Karen Campbell
	Notary Public in and for the State of Washington, residing at Bellevue.
	My commission expires 7/18/08.


  


			
	 EIGHTY-THIRD SUPPLEMENTAL INDENTURE
	 	PAGE 2