This is a Security Agreement covering personal property as well as
other property real and/or personal
PUGET SOUND ENERGY, INC.
TO
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
TRUSTEE
____________________
THIRTY-FIFTH SUPPLEMENTAL INDENTURE
Dated as of April 27, 2007
SUPPLEMENTING
INDENTURE OF FIRST MORTGAGE
Dated as of April 1, 1957
THIS
THIRTY-FIFTH SUPPLEMENTAL INDENTURE, made as of the 27th day
of April, 2007, by and between Puget Sound Energy, Inc., a
corporation duly organized and existing under and by virtue of
the laws of the State of Washington (hereinafter sometimes
called the "Company"), party of the first part, and The Bank
of New York Trust Company, N.A., a national banking
association duly organized and existing under the laws of the
State of California and having its principal corporate trust
office at 700 S. Flower, Los Angeles, CA 90017 (successor to
BNY Midwest Trust Company) (hereinafter sometimes called the
"Trustee"), as Trustee under the Indenture of First Mortgage
dated as of April 1, 1957 (hereinafter called the
"Original Indenture" or, as heretofore supplemented and
modified, hereinafter called the "Indenture"), as supplemented
and modified by all indentures supplemental thereto heretofore
executed and delivered, party of the second part;
WITNESSETH: that
WHEREAS,
Washington Natural Gas Company, a corporation organized and
existing under the laws of the State of Delaware (hereinafter
called the "First Predecessor Company"), which was merged into
Washington Natural Gas Company, a corporation organized and
existing under the laws of the State of Washington
(hereinafter called the "Second Predecessor Company") on
August 9, 1978, had heretofore executed and delivered to the
Trustee its Original Indenture, in order, among other things,
to secure, as provided therein, the payment of the principal
of and premium, if any, and interest on its bonds (in the
Indenture and herein called the "Bonds") at any time issued
and outstanding thereunder according to their tenor and
effect, said Bonds to be designated generally as its "First
Mortgage Bonds," and to be issued in one or more series as
provided in the Original Indenture; and
WHEREAS,
the First Predecessor Company had heretofore executed and
delivered sixteen indentures supplemental to the Original
Indenture as follows: First Supplemental Indenture,
dated as of April 1, 1957, naming and appointing,
pursuant to the provisions of Section 15.18 of the Original
Indenture, R.H. Long, an individual, to act as Co-Trustee
jointly with the Trustee, Second Supplemental Indenture dated
as of October 1, 1959, Third Supplemental Indenture dated as
of May 1, 1961, Fourth Supplemental Indenture dated as of May
1, 1963, Fifth Supplemental Indenture dated as of June 1,
1965, Sixth Supplemental Indenture dated as of August 1, 1966,
Seventh Supplemental Indenture dated as of February 1, 1967,
Eighth Supplemental Indenture dated as of September 1, 1967,
Ninth Supplemental Indenture dated as of September 1, 1968,
Tenth Supplemental Indenture dated as of June 1, 1970,
Eleventh Supplemental Indenture dated as of April 1,
1971, Twelfth Supplemental Indenture dated as of November 1,
1972, Thirteenth Supplemental Indenture dated as of September
1, 1975, Fourteenth Supplemental Indenture dated as of
September 15, 1975, Fifteenth Supplemental Indenture dated as
of March 1, 1977 and Sixteenth Supplemental Indenture dated as
of June 1, 1977, naming and appointing, pursuant to the
provisions of Section 15.18 of the Original Indenture, R.G.
Mason, an individual, to act as successor Co-Trustee, pursuant
to each of which supplemental indentures, except said First,
Seventh, and Sixteenth Supplemental Indentures, the First
Predecessor Company provided for the creation of an issue of
First Mortgage Bonds, and said Sixth and Seventh Supplemental
Indentures provided for certain modifications of the Original
Indenture; and
WHEREAS,
the Second Predecessor Company has heretofore executed and
delivered a Seventeenth Supplemental Indenture dated as of
August 9, 1978, whereby the Second Predecessor Company
succeeded to the First Predecessor Company with the same
effect as if the Second Predecessor Company had been named in
the Indenture as the mortgagor company and in the Bonds and
coupons as the obligor thereon or maker thereof, and the First
Predecessor Company merged into the Second Predecessor Company
on August 9, 1978 whereupon the Second Predecessor Company
acquired all the property, real, personal or mixed, including
all rights, privileges, immunities and franchises, described
in the Indenture and thereby conveyed and mortgaged or
intended so to be, including also all such property acquired
by the First Predecessor Company since the execution and
delivery of the Original Indenture, which by the terms of the
Original Indenture is subject or intended to be subjected to
the lien thereof; and
WHEREAS,
the Second Predecessor Company has also heretofore executed
and delivered an Eighteenth Supplemental Indenture dated as of
September 1, 1979, a Nineteenth Supplemental Indenture dated
as of January 15, 1982, a Twentieth Supplemental Indenture
dated as of August 15, 1983, a Twenty-first Supplemental
Indenture dated as of August 15, 1983, a Twenty-second
Supplemental Indenture dates as of July 15, 1986, a
Twenty-third Supplemental Indenture dated as of July 15, 1986,
a Twenty-fourth Supplemental Indenture dated as of December
15, 1987, a Twenty-fifth Supplemental Indenture dated as of
August 15, 1988, a Twenty-sixth Supplemental Indenture dated
as of September 1, 1990, a Twenty-seventh Supplemental
Indenture dated as of September 1, 1990, a Twenty-eighth
Supplemental Indenture dated as of July 1, 1991, a
Twenty-ninth Supplemental Indenture dated as of June 1, 1993
and a Thirtieth Supplemental Indenture dated as of August 15,
1995 pursuant to each of which supplemental indentures the
Second Predecessor Company provided for the creation of an
issue of First Mortgage Bonds, and said Twenty-second and
Twenty-eighth Supplemental Indentures provided for certain
modifications of the Original Indenture; and
WHEREAS,
the Company has heretofore executed and delivered a
Thirty-First Supplemental Indenture dated as of February 10,
1997, whereby the Company succeeded to the Second Predecessor
Company with the same effect as if the Company had been named
in the Original Indenture as the mortgagor company and in the
Bonds and coupons as the obligor thereon or maker thereof, and
the Second Predecessor Company merged into the Issuer on
February 10, 1997 whereupon the Company acquired all the
property, real, personal or mixed, including all rights,
privileges, immunities and franchises, described in the
Indenture and thereby conveyed and mortgaged or intended so to
be, including also all such property acquired by the Company
since the execution and delivery of the Original Indenture,
which by the terms of the Indenture is subject or intended to
be subjected to the lien thereof, such Thirty-First
Supplemental Indenture further provided for certain
modifications of the original indenture;
WHEREAS,
the Company has also heretofore executed and delivered a
Thirty-Second Supplemental Indenture dated as of April 1,
2005, pursuant to such supplemental indentures the Company
provided for the creation of an issue of First Mortgage
Bonds;
WHEREAS,
the Company has also heretofore executed and delivered a
Thirty-Third Supplemental Indenture dated as of April 27,
2005, and a Thirty-Fourth Supplemental Indenture dated as of
April 28, 2006, both of which mortgaged, 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; and
WHEREAS,
pursuant to the Original Indenture, as heretofore supplemented
and modified, there have been executed, authenticated,
delivered and issued and there are outstanding as of the date
hereof, First Mortgage Bonds of series and in principal
amounts as follows:
|
Principal Amount of Bonds
|
Series
|
|
Twenty-Five
Million Dollars
($25,000,000)
|
9.57%
First Mortgage Bonds due 2020
|
|
Four
Million Five Hundred Thousand Dollars
($4,500,000)
|
6.51%
and 6.53% Secured Medium-Term Notes, Series B due
2008
|
|
Thirteen
Million Dollars
($13,000,000)
|
6.83%
and 6.90% Secured Medium-Term Notes, Series B due
2013
|
|
Twenty-Five
Million Dollars
($25,000,000)
|
7.02%
and 7.04% Secured Medium-Term Notes, Series C due
2007
|
|
Eight
Million Dollars
($8,000,000)
|
6.61%
and 6.62% Secured Medium-Term Notes, Series C due
2009
|
|
Seven
Million Dollars
($7,000,000)
|
7.12%
Secured Medium-Term Notes, Series C due 2010
|
|
Twelve
Million Dollars
($12,000,000)
|
7.35%
and 7.36% Secured Medium-Term Notes, Series C due
2015
|
|
Seventeen
Million Dollars
($17,000,000)
|
7.15%
and 7.20% Secured Medium-Term Notes, Series C due
2025
|
|
Two
Hundred Fifty Million Dollars ($250,000,000)
|
6.724%
Pledged First Mortgage Bonds due June 15, 2036
|
WHEREAS,
R.G. Mason, the successor Co-Trustee, resigned on July 31,
1993 and no successor trustee was appointed to replace
him;
WHER
|
