Fifty-Eight Supplemental Indenture, dated October 1, 1976

PUGET SOUND POWER & LIGHT COMPANY,

President

EX-4.21 20 dex421.htm FIFTY-EIGHT SUPPLEMENTAL INDENTURE, DATED OCTOBER 1, 1976 Fifty-Eight Supplemental Indenture, dated October 1, 1976

Exhibit 4.21

PUGET SOUND POWER & LIGHT COMPANY

THE FIRST NATIONAL BANK

OF BOSTON,

Trustee,

Fifty-Eighth Supplemental Indenture

Dated as of October 1, 1976

Relating to an issue of First Mortgage Bonds, 8⁷/8 % Series

Due October 1, 2006

Supplemental to Indenture dated as of

June 2, 1924, as supplemented and modified

(NOT PART OF INDENTURE)

THIS FIFTY-EIGHTH SUPPLEMENTAL INDENTURE, made as of the first day of October, 1976, by and between PUGET SOUND POWER & LIGHT COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Washington (herein-after sometimes called the “Company”), party of the first part, and THE FIRST NATIONAL BANK OF BOSTON, a national banking association with its principal office at 100 Federal Street, in the city of Boston and Commonwealth of Massachusetts 02110 (successor by merger 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 Re-funding 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, 3¹/2 % 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 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 a Forty-seventh Supplemental Indenture dated as of February 1, 1961, a Forty-eighth Supplemental Indenture dated as of November 1, 1963, a Forty-ninth Supplemental Indenture dated as of May 1, 1964, a Fiftieth Supplemental Indenture dated as of January 1, 1966, a Fifty-first Supplemental Indenture dated as of June 1, 1967, a Fifty-second Supplemental Indenture dated as of February 1, 1969, a Fifty-third Supplemental Indenture dated as of July 1, 1970, a Fifty-fourth Supple-mental Indenture dated as of October 1, 1972, a Fifty-fifth Supplemental Indenture dated as of March 1, 1974, a Fifty-sixth Supplemental Indenture dated as of November 1, 1974 and a Fifty-seventh Supplemental Indenture dated as of August 1, 1975, 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 cancelled or payment duly and irrevocably provided for, except the Twenty-five Million Dollars ($25,000,000) principal amount of First Mortgage Bonds, 3¹/2 % Series due 1984, the Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 4¹/8 % Series due 1988, the

Fifteen Million Dollars ($15,000,000) principal amount of First Mortgage Bonds, 4⁵/8 % Series due 1991, the Forty Million Dollars ($40,- 000,000) principal amount of First Mortgage Bonds, 4⁵/8 % Series due 1993, the Fifteen Million Dollars ($15,000,000) principal amount of First Mortgage Bonds, 4³/4 % Series due 1994, the Twenty Million Dollars ($20,000,000) principal amount of First Mortgage Bonds, 5¹/4 % Series due 1996, the Twenty Million Dollars ($20,000,000) principal amount of First Mortgage Bonds, 6⁵/8 % Series due 1997, the Twenty Million Dollars ($20,000,000) principal amount of First Mortgage Bonds, 7¹/2 % Series due 1999, the Twenty-nine Million Seven Hundred Thousand Dollars ($29,700,000) principal amount of First Mortgage Bonds, 9¹/2 % Series due 2000, the Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 7³/4 % Series due 2002, the Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 8³/ 4 % Series due March 1, 2004, the Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 10³/ 4 % Series due November 1, 1983 and the Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 10.45% Series, due August 1, 1985, 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, the Board of Directors of the Company has established a new series of Bonds to be designated First Mortgage Bonds, 8⁷/8 Series due 2006 (hereinafter sometimes called “Bonds of the 2006 Series”), and has authorized an initial issue of Forty Million Dollars ($40,000,000) principal amount thereof, and the Company has complied or will comply with all provisions required to issue additional Bonds provided for in the Indenture; and

WHEREAS, the Company desires to execute and deliver this Fifty-eighth Supplemental Indenture, in accordance with the provisions of

the Indenture, for the purposes of (a) further assuring, conveying, mortgaging and assigning unto the Trustee certain additional property acquired by the Company, (b) providing for the creation of a new series of Bonds, designating the series to be created and specifying the form and provisions of the Bonds of such series, and (c) adding to the Indenture other covenants and agreements to be hereafter observed by the Company; and

WHEREAS, all things necessary have been done to authorize the execution, delivery and recording of these presents validly to secure the payment of the principal of, and the premium, if any, and interest on, the initial issue of Forty Million Dollars ($40,000,000) principal amount of Bonds of the 2006 Series, and to make such Bonds, when executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid and binding legal obligations of the Company, and to constitute the Indenture a valid and binding mortgage for the security of all of the Bonds in accordance with its and their terms;

NOW, THEREFORE, this Fifty-eighth Supplemental Indenture

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 Power & Light Company, 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 The First National Bank of Boston, 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 fore-going, 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

Power & Light Company to Date, and Not Heretofore Specifically

Described in Any Prior Supplemental Indenture*

Puget Sound Power & Light Company


Sec.	Twp.	Range	Description	Deed From	Deed Records Auditors File No.
34	24	6E	All that part of Burlington Northern Inc.’s Snoqualmie Branch Line, 100 foot right of way beginning on the easterly margin of 2nd Avenue Southeast, formerly 232nd Place Southeast, as established December 12, 1921 in King County Commissioners Volume 23 on page 428, and ending at the north section line of Section 34, all lying within the NE¹/4SW¹/4, SE¹/4SW¹/4, E¹/2NW¹/4 and NW¹/4NE¹/4 of Section 34, Township 24 North, Range 6 East, W.M.	Burlington Northern Inc., a Delaware corporation	7607220547

5	21	4E	That portion of the westerly 200 feet as measured along the south line of the southwest quarter of the southwest quarter of the southeast quarter of Section 5, Township 21 North, Range 4 East, W.M., in King County, Washington, lying South of Maltby Road.	Leonard G. Wesson and Jo Ann Wesson, his wife	7510240151

			Subject to: Drainage release in favor of King County, recorded August 6, 1968, Recording No. 6387709; Easement in favor of Pacific Telephone and Telegraph Company, recorded

*	All numbers in the column of the following tabulation under designation “Twp.,” indicate townships north of the Willamette Base Line, and the Letters “E” and “W” in the column under the designation “Range” indicate east or west, as the case may be, of the Willamette Meridian.


Sec.	Twp.	Range	Description	Deed From	Deed Records Auditors File No.
			March 28, 1930, Recording No. 2595385; Right to withdraw ground waters in favor of King County Water District No. 64, recording No. 5662556 ; Easement in favor of The Pacific Telephone and Telegraph Company, recorded September 16, 1924, Recording No. 1917252; Easement in favor of Lakehaven Sewer District, recorded January 19, 1962, recording No. 5377544; reservation in favor of Northern Pacific Railroad Company, recording No. 273670.

19	23N	5E	Land located in the northeast quarter of Section 19, Township 23 North, Range 5 East, W.M., County of King, State of Washington, described as:	Burlington Northern Inc., a Delaware corporation	7407300478

			Beginning at the intersection of the center line of said right of way of Northern Pacific Railroad with the north line of said Section 19, being 413.38 feet, more or less, westerly from the northeast corner of said Section 19 as measured along said north line; thence westerly along said north line of Section 19 to the westerly line of said right of way of Northern Pacific Railroad; thence southwesterly along said westerly line a distance of 590 feet; thence southeasterly at right angles to said westerly line 100 feet to the easterly line of said right of way of Northern Pacific Railroad; thence northeasterly along


Sec.	Twp.	Range	Description	Deed From	Deed Records Auditors File No.
			said easterly line to its intersection with the north line of said Section 19 ; thence westerly along said north line to the point of beginning : EXCEPT that portion, if any, lying north of the south line of South 7th Street, the premises containing approximately 60,300 square feet of land.

27	25N	5E	That portion of the South half of the North ²/5ths of the West half of the Northeast quarter of Section 27, Township 25 North, Range 5 East, W.M., in King County, Washington, lying Northerly of S. R. 520; EX- CEPT the west 30 feet thereof.	Top Ten, Inc., a Washington corporation	7512310102

			SUBJECT TO: Relinquish- ment as conveyed to The State of Washington by Deed recorded December 15, 1970, Recording No. 6723711.

12	20N	6E	The north 335 feet of the north- east quarter of the Southwest quarter of Section 12, township 20 North, Range 6, E.W.M., in King County, Washington; EXCEPT the west 30 feet for road; AND EXCEPT the east 10 feet for road, being known as Lot 1, Short Plat No. 176011, as recorded under recording number 7604290633.	Willard A. Larson and Valborg A. Larson, hus- band and wife	7608310708

			SUBJECT TO: Reservation shown on face of said Short Plat.


Sec.	Twp.	Range	Description	Deed From	Deed Records Auditors File No.
20	22	5E	The west 150 feet of the follow- ing: The North half of Tract 20, R. O. SMITH’S ORCHARD TRACT ADDITION TO KENT, according to the plat recorded in Volume 12 of Plats, page 27, in King County, Washington. EXCEPT the north 100 feet thereof and EXCEPT the South 85 feet thereof.	Leonard Jacobson and Clara L. Jacobson, his wife	7603170368

20	22	5E	The West 150 feet of the North 100 feet of Tract 20, R. O. SMITH’S ORCHARD TRACTS ADDITION TO KENT, according to the plat recorded in Volume 12 of Plats, page 27, in King County, Washington.	Jack B. Keck and Barbara J. Keck, his wife	7605190470

34	25	5E	The west 41 feet of Tract 46, Upper and Renick’s Kirkland Gardens Addition to Kirkland, according to the plat recorded in Volume 8 of Plats, page 10, in King County, Washington; EXCEPT the north 137.51 feet thereof.	Stevens Prop- erties, a Limited Partnership	7606020116
			Subject To: Rights reserved in Federal Patents or State Deeds, reservations, restrictions, or easements of record if any.

15	23N	6E	That portion of the east ¹/2 of the southwest quarter of See- tion 15, Twp. 23 North, Range 6 east, W.M. in King County, Washington lying easterly of County Road No. 1384 and County Road No. 884 and southerly of a line running west 128.5 feet from a point on	Elsie Cowan and Ted E. Cowan, as their separate estates	7605140444


Sec.	Twp.	Range	Description	Deed From	Deed Records Auditors File No.
			the east line of said subd. 60 feet north of the southeast corner of the north ¹/2 of said cast ¹/2; thence southwesterly to a point on the northeasterly margin of County Road No. 1384 which point is 455 feet southeasterly, as measured along said road margin, from its intersection with the southeasterly margin of Pacific Northwest Pipeline Corporation right-of-way as described in instrument recorded under Auditor’s File No. 4705910.

			SUBJECT TO: Reservation contained in deed, executed by Weyerhaeuser Timber Co., a Washington corporation, recorded March 21, 1946 under Auditor’s File No. 3551422.

19	35N	5E	That portion of the Southwest ¹/4 of the Northwest ¹/4 of Section 19, Township 35 North, Range 5 East W.M., described as follows :	Ott W. Morgan and Judie Morgan, husband and wife	820624

			Beginning at a point on the West side of the County road which extends along the East side of said subdivision, 990 feet North of the South line of said Southwest ¹/4 of the Northeast ¹/4; thence West 150 feet to the true point of beginning of this description; thence continue West 50 feet ; thence South 180 feet; thence East 100 feet, more or less, to the Southwest


Sec.	Twp.	Range	Description	Deed From	Deed Records Auditors File No.
			corner of a tract conveyed to Puget Sound Power & Light Company, a corporation, by deed dated December 27, 1955, recorded January 10, 1956, under Auditor’s File No. 529771; thence North along the West line of said Puget Sound Power & Light tract 100 feet, more or less, to the South line of a tract conveyed to John M. Ezzell and Edith R. Ezzell, husband and wife, by deed dated December 30, 1954, recorded May 16, 1961, under Auditor’s File No. 607675; thence West along the South line of said Ezzell tract to the Southwest corner thereof; thence North along the West line of said Ezzell tract 80 feet, more or less, to the true point of beginning; situate in the County of Skagit, State of Washington.

			SUBJECT TO: Easement ganted to Puget Sound Power & Light Co. for transmission line, dated May 23, 1925, recorded November 12, 1925, under Auditor’s File No. 188880, Volume 138 of Deeds, page 143.

25	35N	1E	That portion of the Northwest ¹/4 of the Southeast ¹/4 of Section 25, Township 35 North, Range 1 East, W.M., being more particularly described as follows:	City of Anacortes, a Municipal Corporation	821522


Sec.	Twp.	Range	Description	Deed From	Deed Records Auditors File No.
			Commencing at the Northwest corner of the Northwest ¹/4 of the Southwest ¹/4 of said Section 25, also being the center of said Section 25 ; thence South 0°19’58” East along the West line of the Northwest ¹/4 of the Southwest ¹/4 of said Section 25 a distance of 453.55 feet to the North line of the South 858 feet of the Northwest ¹/4 of the Southwest ¹/4 of said Section 25; thence South 89°56’43” East along the North line of said South 858 feet of the Northwest 1% of the South east ¹/4 a distance of 180.00 feefto the true point of beginning; thence continue South 89°56’43” East a distance of 49.74 feet; thence North 0°19’58” West parallel with West line of the Northwest ¹/4 of the Southeast ¹/4 of said Section 25 a distance of 107.65 feet ; thence North 89°43’44” West parallel with the North line of the Northwest 1% of the Southeast ¹/4 of said Section 25 a distance of 49.74 feet to a point which bears North 0°19’58” West from the true point of beginning; thence South 0°19’58” East a distance of 107.36 feet to the true point of beginning.

TO HAVE AND TO HOLD all and singular the said property, rights, privileges, easements, licenses and franchises and also all other property and interest of any kind and of every nature that, by virtue of any provision hereof or of the Indenture or otherwise, .has or shall here-after become subject to the Indenture, to the Trustee, its successor or successors and assigns, forever;

BUT IN TRUST NEVERTHELESS, for the equal and proportionate benefit and security (except as otherwise expressly provided) of all present and future holders of the Bonds and interest obligations issued and to be issued under and secured by the Indenture, and to secure the payment of such Bonds and the interest thereon, in accordance with the provisions of said Bonds and of the Indenture, without priority or distinction as to lien or otherwise of any Bonds over any other Bonds so that, except as otherwise expressly provided, the principal of, and the premium, if any, and interest on, every such Bond shall be equally and proportionately secured by the Indenture, as if all said Bonds had been issued, sold and delivered for value simultaneously with the execution of the, Original Mortgage, and to secure the performance of and cornplianee with the covenants and conditions of the Indenture, pursuant to and under and subject to the provisions and conditions and for the uses hereinafter and in the Indenture set forth; it being hereby agreed as follows, to wit:

ARTICLE ONE.

BONDS OF THE 2006 SERIES AND CERTAIN

PROVISIONS RELATING THERETO.

SECTION 1.01. A. Terms of Bonds of the 2006 Series. There shall be hereby established a series of Bonds, known as and entitled “First Mortgage Bonds, 8⁷/8 % Series due 2006” (herein referred to as the ”Bonds of the 2006 Series”). The aggregate principal amount of the Bonds of the 2006 Series shall not be limited, except as provided in Section 3:01 and in Article Five of the Indenture, and hereafter as may be provided in any indenture supplemental thereto.

The definitive Bonds of the 2006 Series shall be issued only as registered Bonds without coupons of the denomination of $1,000 or any multiple thereof, numbered R1 upwards.

October 1, 1976 shall be the date of the commencement of the first interest period for Bonds of the 2006 Series. All Bonds of the 2006 Series shall mature October 1, 2006 and shall bear interest at the rate of 8⁷/8 % per annum until the payment of the principal thereof, such interest to be payable semi-annually on April 1 and October 1 in each year commencing April 1, 1977. The principal of, and the premium, if any, and interest on, the Bonds of the 2006 Series will be paid in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Principal of and premium, if any, on Bonds of the 2006 Series will be payable at the principal corporate trust office in the City of Boston, Massachusetts, of the Trustee, except that, in case of the redemption as a whole at any time of Bonds of the 2006 Series then outstanding, the Company may designate in the redemption notice other offices or agencies, at which, at the option of the holders, Bonds of the 2006 Series may be surrendered for redemption and payment. Except as hereinbefore provided, interest on Bonds of the 2006 Series shall be payable at the principal corporate trust office in the City of Boston, Massachusetts, of the Trustee, in each case to the holder of record on the record date as hereinbelow defined. Interest on the Bonds of the 2006 Series may be paid by checks to the order of the persons entitled thereto, mailed to their addresses as they appear on the registry books of the Company.

The definitive Bonds of the 2006 Series may be issued in the form of Bonds engraved, printed or lithographed on steel engraved borders.

Notwithstanding any provision in the Indenture to the contrary, each Bond of the 2006 Series shall be dated the date of the authentication thereof by the Trustee, and shall bear interest on the principal amount thereof from the interest payment date next preceding the date thereof to which interest has been paid on the Bonds of the 2006 Series, or if the date thereof is prior to March 16, 1977, then from October 1, 1976, or if the date thereof be an interest payment date to which interest is being paid or a date between the record date for any such an interest payment date and such interest payment date, then

from such interest payment date; provided, however, that if there shall be an existing default in the payment of interest on Bonds of the 2006 Series then, unless moneys sufficient for the payment of interest on the next interest payment date shall have been deposited with the Trustee, Bonds authenticated between the record date and payment date shall bear interest from the next preceding date to which interest has been paid on the Bonds of the 2006 Series, or if no interest has been paid, from October 1, 1976.

Notwithstanding any provision in the Indenture to the contrary, the person in whose name any Bond of the 2006 Series is registered at the close of business on any record date (as hereinbelow defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Bond of the 2006 Series upon any transfer or exchange thereof (including any exchange effected as an incident to a partial redemption thereof) subsequent to the record date and prior to such interest payment date, except that, if and to the extent that the Company shall default in the payment of the interest due on such interest payment date, then the registered holders of Bonds ,of the 2006 Series on such record date shall have no further right to or claim in respect of such defaulted interest as such registered holders on such record date, and the persons entitled to receive payment of any defaulted interest thereafter payable or paid ,on any Bonds of the 2006 Series shall be the registered holders of such Bonds of the 2006 Series on the record date for payment of such defaulted interest. The term “record date” as used in this Section 1.01, and in the form of the Bonds of the 2006 Series, with respect to any interest payment date applicable to the Bonds of the 2006 Series, shall mean the close of business on the March 15 next preceding an April 1 interest payment date or the September 15 next preceding an October 1 interest payment date, as the case may be (or the preceding business day if a holiday or other day on which the office of the Trustee is closed), or such record date established for defaulted interest as hereinafter provided.

In ease of failure by the Company to pay any interest when due the claim for such interest shall be deemed to have been transferred by

transfer of any Bond of the 2006 Series registered on the books of the Company and the Company, by not less than 10 days written notice to bondholders, may fix a subsequent record date, not more than 30 days or less than five days prior to the date fixed for the payment of such interest, for determination of holders entitled to payment of such interest. Such provision for establishment of a subsequent record date, however, shall in no way affect the rights of bondholders or of the Trustee consequent on any default.

As permitted by the provisions of Section 3.10 of the Indenture and upon payment at the option of the Company of a sum sufficient to reimburse it for any stamp tax or other governmental charge as provided in Section 3.11 of the Indenture, Bonds of the 2006 Series may be ex-changed for other registered Bonds of the 2006 Series of different authorized denominations of like aggregate principal amount. Not-withstanding the provisions of Section 3.11 of the Indenture, no further sum, other than the sum sufficient. to reimburse the Company for such stamp taxes or other governmental ,charges, shall be required to be paid upon any exchange of Bonds of the 2006 Series or upon any transfer thereof.

The Trustee hereunder shall, by virtue of its office as such Trustee, be the registrar and transfer agent of the Company for the purpose of registering and transferring Bonds of the 2006 Series. Notwithstanding any provision in the Indenture to the contrary, neither the Company nor the Trustee’ shall be required to make transfers or exchanges of Bonds of the 2006 Series for a period of fifteen days next preceding any designation of Bonds of the 2006 Series to be redeemed and neither the Company nor the Trustee shall be required to make transfers or exchanges of any bonds designated in whole for redemption or that part of any bond designated in part for redemption.

B. Form of Bonds of the 2006 Series. The Bonds of the 2006 Series, and the ‘Trustee’s authentication certificate to be executed on the Bonds of said series, shall be in substantially the following forms, respectively :

[FORM OF FACE OF BOND OF THE 2006 SERIES]

No. R

PUGET SOUND POWER & LIGHT COMPANY

Incorporated Under The Laws Of The State Of Washington

FIRST MORTGAGE BOND, 8⁷/8 % SERIES DUE 2006

DUE OCTOBER 1, 2006

PUGET SOUND POWER & LIGHT COMPANY, a corporation organized and existing under the laws of Washington (hereinafter called the “Company”, which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on October 1, 2006, or earlier as hereinafter provided, and to pay interest hereon from the interest payment date next preceding the date hereof to which interest has been paid on the bonds of this series, or if the date hereof is prior to March 16, 1977 then from October 1, 1976, or if the date hereof is an interest payment date to which interest is being paid or a date between the record date for any such an interest payment date and such interest payment date, then from such interest payment date, at the rate per annum specified in the title of this bond, payable semiannually ,on the first days of April and October in each year until payment of the principal hereof provided, however, that if there shall be an existing default in the payment of interest on bonds of this series then, unless moneys sufficient for the payment of interest on the next interest payment date shall have been deposited with the Trustee, bonds authenticated between the record date and payment date shall bear interest from the next preceding date to which interest has been paid on the bonds of this series, or if no interest has been paid, from October 1, 1976.

The interest so payable upon any April 1 or’ October 1 will, subject to certain exceptions described on the reverse hereof, be paid to the person in whose name this bond is registered at the close of business on the March 15 preceding such April 1 or the September 15 preceding such October 1, as the case may be (or the preceding business day if a holiday or other day on which the office of the Trustee is closed).

Both principal and interest of this bond (and premium, if any) are to be paid in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, at the principal corporate trust office of The First National Bank of Boston, Boston, Massachusetts, or of its successor in trust, except that, in case of the redemption as a whole at any time of the bonds of this series then outstanding, the Company may designate in the redemption notice other offices or agencies at which, at the option of the holder, this bond may be surrendered for redemption and payment. Interest on this bond may be paid by check to the order of the person entitled to payment thereof, mailed to such person’s address as it appears on the registry books of the Company.

This bond shall not become obligatory for any purpose or be entitled to any security or benefit under said Indenture until the authentication certificate hereon shall have been signed by the Trustee.

The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, PUGET SOUND POWER & LIGHT COMPANY has caused these presents to be executed in its corporate name and behalf by the facsimile of the signature of its President or one of its Vice Presidents and by the facsimile of the signature of its Treasurer or an Assistant Treasurer or its Secretary, thereunto duly authorized, and its corporate seal or a facsimile thereof to be hereto affixed.


				And by
						Treasurer

[FORM OF REVERSE OF BOND OF THE 2006 SERIES]

PUGET SOUND POWER & LIGHT COMPANY

FIRST MORTGAGE BOND, 8⁷/8 % SERIES DUE 2006

DUE OCTOBER 1, 2006

This bond is one of the bonds, of the above designated series, of an unlimited authorized amount of bonds of the Company known as First Mortgage Bonds, all issued or to be issued in one or more series under and secured by a First Mortgage dated as of June 2, 1924, executed and delivered by the Company to Old Colony Trust Company (The First National Bank of Boston, successor by merger) as Trustee, as supplemented and/or modified by indentures supplemental thereto, including particularly the Fortieth Supplemental Indenture, dated as of September 1, 1954, in Part II of which are set forth the revised provisions of said First Mortgage as theretofore and then supplemented and modified, and the Fifty-eighth Supplemental Indenture dated as of October 1, 1976, relating among other things, to the bonds of the above designated series, and by all other instruments supplemental thereto (herein sometimes called the “Indenture”), reference to each and all of which is hereby made for a description of the property mortgaged and pledged as security for said bonds, the rights and remedies of the holder of this bond in regard thereto, and the terms and conditions upon which bonds may be issued.

The bonds of this series are issuable solely as registered bonds without coupons in denominations of $1,000 and any multiple of $1,000.

This bond is to be treated as negotiable, subject to the requirements for registration hereinbelow provided, and all persons are invited by the Company and the holder hereof for the time being to act accordingly. The principal and interest hereby secured will be paid without regard to any equities between the Company and the original or any intermediate holder hereof.

The bonds of this series are subject to redemption prior to maturity as a whole at any time or in part from time to time (a) at the option of the Company, upon payment of the applicable percentage of the called principal amount thereof during the respective periods set forth in the tabulation below under the heading “Regular Redemption Price” (provided, however, that such right of redemption prior to

October 1, 1981 shall be limited as provided in the Fifty-eighth Supplemental Indenture), and (b) for the sinking and improvement fund for the bonds of this series, for the depreciation fund provided for in the Indenture and by the application of proceeds of certain property subject to the lien thereof as provided in the Indenture, upon payment of the applicable percentage of the called principal amount thereof during the respective periods set forth in the tabulation below under the heading “Special Redemption Price” :


Twelve Months’ Period Beginning January 1	Regular Redemption Price %	Special Redemption Price %
1976	108.10	100.00
1977	107.82	100.00
1978	107.54	100.00
1979	107.26	100.00
1980	106.98	100.00
1981	106.70	100.00
1982	106.43	100.00
1983	106.15	100.00
1984	105.87	100.00
1985	105.59	100.00
1986	105.31	100.00
1987	105.03	100.00
1988	104.75	100.00
1989	104.47	100.00
1990	104.19	100.00
1991	103.91	100.00
1992	103.63	100.00
1993	103.35	100.00
1994	103.08	100.00
1995	102.80	100.00
1997	102.52	100.00
1998	102.24	100.00
1999	101.96	100.00
2000	101.68	100.00
2001	101.40	100.00
2002	101.12	100.00
2003	100.84	100.00
2004	100.56	100.00
2005	100.28	100.00

together in any case with interest accrued thereon to the date fixed for redemption, upon prior notice given by first class mail, postage prepaid, as provided in the Fifty-eighth Supplemental Indenture to holders of record of each bond affected not less than thirty days nor more than ninety days prior to the redemption date and subject to all other conditions and provisions of the Indenture.

If this bond or any portion hereof ($1,000 or any multiple thereof) is duly designated for redemption, if payment of the principal hereof or of such portion, together with accrued interest, and premium, if any, is irrevocably provided for, and if notice of such redemption shall have been duly given, this bond or such portion shall cease to be entitled to the lien of the Indenture from and after the date such payment is irrevocably

so provided for and shall cease to bear interest from and after the date fixed for redemption.

In the event of the selection for redemption of a portion only of the principal of this bond, payment of the redemption price will be made at the option of the registered owner, either (a) upon presentation of this bond for notation hereon of such payment of the portion of the principal of this bond so called for redemption, or (b) upon surrender of this bond in exchange for a bond or bonds (of authorized denominations of the same series) for the unredeemed balance of the principal amount of this bond. In the event of the redemption of this bond in whole, payment of the redemption price will be made only upon surrender of this bond.

The Indenture provides that (1) the Company and the Trustee, with the consent of the holders of not less than sixty-six and two-thirds per cent in principal amount of the bonds at the time outstanding (deter-mined as provided in the Indenture) including, if more than one series of bonds shall be at the time outstanding, not less than sixty-six and two-thirds per cent in principal amount of the bonds at the time out-standing of each series affected, may effect, by an indenture supple-mental to the Indenture, further modifications or alterations of the Indenture and of the rights and obligations of the Company and of the holders of the bonds and coupons ; provided, however, that no such modification or alteration shall be made without the consent of the registered owner hereof which will (a) extend the maturity of this bond or reduce the rate or extend the time of payment of interest hereon or reduce the amount of the principal hereof or reduce any premium payable on the redemption hereof, .or (b) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Indenture, or alter the equal and proportionate security afforded by the lien of the Indenture for the bonds issued thereunder, or (c) reduce the number or percentage of the principal amount of the bonds upon the consent of the holders of which modifications or alterations may be made as aforesaid or defaults may be waived; and (2) the holders of like percentages of the principal amount of the bonds outstanding and of each such series thereof may waive certain uncured past defaults and the consequences thereof.

In certain events of default, the principal of this bond may be declared due and payable before maturity as provided in said Indenture.

This bond is transferable by the registered owner hereof in person or by his duly authorized attorney, on books of the Company kept for the purpose, at the principal corporate trust office of the Trustee upon surrender of this bond for cancellation and upon payment, if the Company shall so require, of a sum sufficient to reimburse the Company for any stamp tax or other governmental charge incident thereto, and thereupon a new registered bond of the same series of like principal amount will be issued to the transferee in exchange therefor.

The registered owner of this bond at his option may surrender the same for cancellation at said office and receive in exchange therefor the same aggregate principal amount of registered bonds of the same series but of other authorized denominations, upon payment, if the Company shall so require, of a sum sufficient to reimburse the Company for any stamp tax or other governmental charge incident thereto and subject to the terms and conditions set forth in said Indenture.

Neither the Company nor the Trustee shall be required to make transfers or exchanges of bonds of this series for a period of fifteen days next preceding any designation of bonds of said series to be re-deemed, and neither the Company nor the Trustee shall be required to make transfers or exchanges of any bonds designated in whole for redemption or that part of any bond designated in part for redemption.

The Fifty-eighth Supplemental Indenture provides that in the event of any default in payment of the interest due on any interest payment date, such interest shall not be payable to the holder of the bond on the original record date but shall be paid to the registered holder of such bond on the subsequent record date established for payment of such defaulted interest.

It is a part of the contract herein contained that each holder hereof waives all right of recourse to any personal, statutory or other liability of any promoter, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation for the collection of any indebtedness hereunder as more fully provided in said Indenture.

[FORM OF ASSIGNMENT]

For value received the undersigned hereby sells, assigns, and transfers


	Please Insert Social Security or Other Identifying Number of Assignee

unto		the within bond,

and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said bond on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, with-out alteration or enlargement or any change whatever.

[FORM OF TRUSTEE’S AUTHENTICATION CERTIFICATE]

This is one of the bonds, of the series designated therein, described in the within mentioned Indenture.


THE FIRST NATIONAL BANK OF BOSTON,
Trustee,

	By
		Authorized Officer

SECTION 1.02. Redemption Provisions for Bonds of the 2006 Series. The Bonds of the 2006 Series shall be subject to redemption prior to maturity as a whole at any time or in part from time to time,

(a) at the option of the Company, upon payment of the applicable percentage of the called principal amount thereof set forth under the heading “Regular Redemption Price” in the tabulation in the form of the Bonds of the 2006 Series set forth in Section’ 1.01 hereof ; provided, however, that no redemption shall be made

prior to October 1, 1981, directly or indirectly as a part of, or in anticipation of, any refunding operation involving the incurring of indebtedness by the Company if such indebtedness has an effective interest cost to the Company (calculated after adjustment, in accordance with generally accepted financial practice, for any premium received or discount granted in connection with the indebtedness being incurred in such refunding operation) of less than the effective interest cost to the Company of -the Bonds of the 2006 Series; or

(b) upon payment of the applicable percentage of the called principal amount thereof set forth under the beading “Special Redemption Price” in the tabulation in the form of the Bonds of the 2006 Series set forth in Section 1.01 hereof

(i) through the application of cash deposited with the Trustee for the sinking and improvement fund for the Bonds of said series provided for in Section 1.03 hereof, or

(ii) for use as a basis for credit, as provided in said Section 1.03, against the sinking and improvement fund payment for the Bonds of said series due not more than 12 months subsequent to the date fixed for such redemption, or

(iii) through the application of cash deposited with the Trustee for the depreciation fund provided for in Section 1.04 hereof, or

(iv) through the application of any trust moneys representing the proceeds of property taken, recaptured or said in any transaction to which the provisions of Section 7.04 of the Indenture are applicable,

together in any case with interest accrued thereon to the date fixed for redemption, upon not less than thirty days nor more than ninety days notice given by first class mail, postage prepaid, to the holder of record at the date of such notice of each Bond of the 2006 Series affected, at his address as shown on the Bond register. Such notice shall be sufficiently given if deposited in the United States mail within such period. Neither the failure to mail such notice, nor any defect in any notice so mailed to any holder, shall affect the sufficiency of such notice with respect to other holders. The foregoing provision with

respect to notice shall be subject to all other conditions and provisions of the Indenture not inconsistent herewith.

SECTION 1.03. Sinking and Improvement Fund for Bonds of the 2006 Series. As a sinking and improvement fund for the benefit of the holders of the Bonds of the 2006 Series, the Company covenants that it will, subject to the provisions in this Section hereinafter set forth, annually on or before September 30 in each year, beginning with 1978 and continuing to and including September 30, 2005, pay to the Trustee in cash an amount equal to the excess, if any, over the sum of the credits shown by the annual certificate hereinafter in this Section provided for, of an amount equal to the lowest multiple of $1,000 which equals or exceeds 1% of the aggregate principal amount of Bonds of the 2006 Series outstanding on the August 1 next preceding such September 30.

The payments and the dates upon which payments are required for the sinking and improvement fund as above provided are in this Section 1.03 and in the annual certificate hereinafter provided for referred to as “sinking and improvement fund payments” and “sinking and improvement fund payment dates,” respectively.

The Company shall file with the Trustee at least 45 days preceding any sinking and improvement fund payment date an officers’ certificate (herein referred to as an “annual sinking and improvement fund certificate”), substantially in the following form:

“PUGET SOUND POWER & LIGHT COMPANY

FIRST MORTGAGE DATED AS OF JUNE 2, 1924

AS SUPPLEMENTED AND MODIFIED

ANNUAL SINKING AND IMPROVEMENT FUND CERTIFICATE

(Bonds of the 2006 Series)

The undersigned, one of whom is an accountant, in compliance with the provisions for a sinking and improvement fund contained in Sect-ion 1.03 of the Fiftieth Supplemental Indenture to the above mentioned Mortgage, do hereby certify as follows:

1. The amount of the sinking and improvement fund payment due on December 31, 19. (here there


should be specified the September 30 next succeeding the date of filing of the certificate) computed as pro vided in Section 1.03 of said Supplemental Indenture (but before deduction of credits) is		$

2. The credits, if any, which the Company elects to take against said sinking and improvement fund payment are as follows:

(i) Bonds of the 2006 Series delivered or to be delivered to the Trustee concurrently herewith, or not later than the date specified in Item 1 above, of a principal amount equal to		$

(Here specify Bonds delivered or to be delivered.)

(ii) Bonds of the 2006 Series (or Bond credits therefor) which have been redeemed not more than 12 months preceding the date specified in Item 1 above, at the Special Redemption Price provided for in, and pursuant to the provisions of, subparagraph (ii) of Clause (b) of Section 1.02 of the Fiftieth Sup plemental Indenture, of a principal amount equal to		$

(Here specify Bonds redeemed or Bond credits therefor.)

(iii) Bonds of the 2006 Series (or Bond credits therefor) redeemed at any time prior to the date specified in Item 1 above at the Regular Redemption Price provided for in Clause (a) of Section 1.02 of the Fifty-eighth



Supplemental Indenture, of a principal amount equal to	$

(Here specify Bonds redeemed or Bond credits therefor.)

(iv) Unfunded net additions shown by net property additions applications heretofore or concurrently herewith filed with the Trustee, equal to $ to the extent of 60% of said amount, i.e	$

Total credits pursuant to Item 2		$

3. (To be included only if credit is taken pur suant to Clause (i) of Item 2.) All Bonds delivered or to be delivered to the Trustee as stated in Clause (i) of Item 2 above have been bona fide issued and delivered to persons other than affiliates of the Company, and have been reacquired by the Company.

4. (This statement need be included only if credit is taken pursuant to Item 2.) None of the Bonds or Bond credits which are made the basis of a credit pursuant to Clauses (i), (ii) and (iii) of Item 2 above has been funded, and no net additions made the basis of a credit pursuant to Clause (iv) of Item 2 above have been funded, or, if funded, they have become unfunded pursuant to the provisions of the last two paragraphs of Section 1.35 of the Fortieth Supplemental Indenture, or (in the case of Bonds or Bond credits) such Bonds or Bond credits have been reinstated as provided in Section Four of Article II of Part I of said Fortieth Supplemental Indenture, or in Section 2.03 of said Fortieth Supplemental Indenture.

5. The balance, if any, of the above mentioned sinking and improvement fund payment to be paid by the Company in cash, namely, the amount set forth in


Item 1 hereof, minus the total credits set forth in Item 2 hereof, is				$

[Here insert statements as to compliance with conditions precedent as required by Section 2.04 of the Fortieth Supplemental Indenture.]

Dated:

Vice President

Treasurer of

PUGET SOUND POWER & LIGHT COMPANY”

All Bonds of the 2006 Series delivered to the Trustee and credited against any sinking and improvement fund payment and all Bonds of the 2006 Series redeemed by operation of the sinking and improve ment fund or the redemption of which has been made the basis of a credit against any sinking and improvement fund payment or Bond credits therefor, and all net additions made the basis of a credit against any sinking and improvement fund payment, shall be deemed to be thereupon funded, but only so long as any Bonds of the 2006 Series are outstanding. All Bonds of the 2006 Series so delivered or redeemed shall, if not previously cancelled, be forthwith cancelled by the Trustee.

Forthwith after the filing of the annual sinking and, improvement fund certificate preceding each sinking and improvement fund payment date on which the Company will, as shown by said certificate, be required to make to the Trustee a payment in cash for the sinking and improvement fund, the Trustee shall proceed to select for redemption, in the manner provided in Article Ten of the Indenture, a principal amount of Bonds of the 2006 Series equal to the amount of such cash payment and, in the name of the Company, shall give notice as required by the provisions of Section 1.02 hereof and Article Ten of the Indenture of the redemption for the sinking and improvement fund, at the

Special Redemption Price, on the then next ensuing October 1, of the Bonds so selected. On or before the sinking and improvement fund payment date next preceding such October 1, the Company shall pay to the Trustee the cash payment required by this Section, plus the amount of all interest accrued, if any, and premium, if any, payable, on Bonds of the 2006 Series to be redeemed by the application of such cash payment, and the money so paid shall be applied by the Trustee to the redemption of such Bonds. The Company shall also deliver to the Trustee with the filing of any annual sinking and improvement fund certificate, or not later than the next succeeding sinking and improvement fund payment date, any Bonds of the 2006 Series specified in said Clause (i) of Item 2 in such certificate.

All cash paid to the Trustee pursuant to the provisions of this Section shall be held by the Trustee as security for the payment of the called Bonds of the 2006. Series until applied as herein provided.

The Company, upon request of the Trustee from time to time, will pay to the Trustee an amount equal to the cost of giving notice of redemption of Bonds of the 2006 Series for such fund and any other expense of operation of such fund, the intention being that such fund shall not be charged for such expenses.

SECTION 1.04. Depreciation Fund. Notwithstanding the provisions of Section Six of Article II of Part I of the Fortieth Supple-mental Indenture, the Company hereby covenants that, so long as any of the Bonds of the 2006 Series shall remain outstanding, (a) the covenants made by the Company in Section Four of Article II of Part I of the Fortieth Supplemental Indenture shall continue in full force and effect and (b) Bonds delivered, redeemed or purchased pursuant to said Section Four and any amount of unfunded Bond credits used as a credit in Item 7 of any depreciation fund certificate shall be deemed to be funded, unless and until the same shall have been reinstated as provided in said Section Four or in Section 2.03 of the Indenture.

SECTION 1.05. Restriction on Payment of Dividends on Common Stock. Notwithstanding the provisions of Section 1.08 of the Forty- fourth Supplemental Indenture, the Company hereby covenants that

the covenants made by the Company in Section 1.05 of the Forty-fourth Supplemental Indenture shall continue in’full force and effect so long as any of the Bonds of the 2006 Series shall remain outstanding.

SECTION 1.06. Minimum Provision for Depreciation. The Company hereby covenants that the term “minimum provision for depreciation” shall have the meaning specified in Section 1.32 of the Indenture so long as any of the Bonds of the 2006 Series shall remain outstanding.

SECTION 1.07. Duration of Effectiveness of Article One. This Article shall be in force and effect only so long as any of the Bonds of the 2006 Series are outstanding.

ARTICLE TWO.

PRINCIPAL AMOUNT PRESENTLY TO BE OUTSTANDING.

SECTION 2.01. The total aggregate principal amount of First Mortgage Bonds of the Company issued and outstanding and presently to be issued and outstanding under the provisions of and secured by the Indenture will be Three Hundred Seventy-four Million Seven Hundred Thousand Dollars ($374,700,000), namely, Twenty-five Million Dollars ($25,000,000) principal amount of First Mortgage Bonds, 3¹/2 % Series due 1984, Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 4¹/8 % Series due 1988, Fifteen Million Dollars ($15,000,000) principal amount of First Mortgage Bonds, 4⁵/8 % Series due 1991, Forty Million Dollars ($40,000,000) principal amount of First Mortgage Bonds, 4⁵/8 % Series due 1993, Fifteen Million Dollars ($15,000,000) principal amount of First Mortgage Bonds, 4³/4 % Series due 1994, Twenty Million Dollars ($20,000,000) principal amount of First Mortgage Bonds, 5¹/4 % Series due 1996, Twenty Million Dollars ($20,000,000) principal amount of First Mortgage Bonds, 6⁵/8 % Series due 1997, Twenty Million Dollars ($20,000,000) principal amount of First Mortgage Bonds, 7¹/2 % Series due 1999, Twenty-nine Million Seven Hundred Thousand Dollars ($29,700,000) principal amount of First Mortgage Bonds, 9¹/2 % Series due 2000, Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 7³/4 % Series

due 2002, Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 8³/4 % Series due. March 1, 2004, Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 10³/4 % Series due November 1, 1983, Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 10.45% Series due August 1, 1985, now issued and outstanding and Forty Million Dollars ($40,-000,000) principal amount of First Mortgage Bonds, 8⁷/8 % Series due 2006 to be authenticated and delivered pursuant to Section 2.02 of this Fifty-eighth Supplemental Indenture. Additional Bonds of the 1983 Series, the 1984 Series, the 1985 Series, the 1988 Series, the 1991 Series, the 1993 Series, the 1994 Series, the 1996 Series, the 1997 Series, the 1999 Series, the 2000 Series, the 2002 Series, the 2004 Series, the 2006 Series, and of any other series established after the execution and de-livery of this Fifty-eighth Supplemental Indenture may from time to time be authenticated, delivered and issued pursuant to the terms of the Indenture and indentures supplemental thereto.

SECTION 2.02. Bonds of the 2006 Series in the aggregate principal amount of Forty Million Dollars ($40,000,000) may forthwith, upon the execution and delivery of this Fifty-eighth Supplemental Indenture, or from time to time thereafter, and upon compliance by the Company with the provisions of Article Five of the Indenture, be executed by the Company and delivered to the Trustee and shall thereupon be authenticated and delivered by the Trustee to or upon the written order of the Company.

ARTICLE THREE.

MISCELLANEOUS.

SECTION 3.01. This Fifty-eighth 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 of the provisions, terms, covenants and conditions of the Indenture shall be applicable to the Bonds of the 2006 Series to the same extent as if specifically

set forth herein. All terms used in this Fifty-eighth Supplemental Indenture shall be taken to have the same meaning as in the Indenture, except in cases where the context herein clearly indicates otherwise.

SECTION 3.02. All recitals in this Fifty-eighth Supplemental Indenture are made by the Company only and not by the Trustee; and all of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full.

SECTION 3.03. The Company covenants that it is lawfully seized and possessed of all the trust estate at the date of the execution of this Fifty eighth 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 3.04. This Fifty-eighth 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 3.05. Although this Fifty-eighth Supplemental Indenture is dated for convenience and for the purpose of reference as of October 1, 1976, the actual date or dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgments hereto annexed.

IN WITNESS WHEREOF, Puget Sound Power & Light Company, has caused this Fifty-eighth Supplemental Indenture to be signed in its corporate name and behalf by its President or one of its Vice Presidents or its Treasurer and its corporate seal to be hereunto affixed and attested by its Secretary or one of its Assistant Secretaries, and The First National Bank of Boston in token of its acceptance of the trust hereby created has caused this Fifty-eighth Supplemental Indenture to be signed in its corporate name and behalf by its President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Cashier or one of its Assistant Cashiers, all on October 21st and October 20th, 1976, but as of the day and year first above written.


PUGET SOUND POWER & LIGHT COMPANY

By		/s/ J. H. KING
		Vice President.

Attest:

CORPORATE SEAL

/s/ W. E. WATSON

Secretary.


THE FIRST NATIONAL BANK OF BOSTON

By		/s/ W. N. BURNETT
		Vice President.

Attest:

CORPORATE SEAL

/S/ MAX GOLDSMITH

Assistant Cashier.

STATE OF WASHINGTON

COUNTY OF KING

}

ss.:

J. H. KING and W. E. WATSON, being duly sworn each for himself on oath deposes and says that he, the said J. H. KING, is and at the time of the execution of the foregoing Supplemental Indenture was a Vice President of PUGET SOUND POWER & LIGHT COMPANY, a corporation and the mortgagor therein named, and the same person who as Vice President executed said Supplemental Indenture in behalf of said corporation; and that he, the said W. E. WATSON, is and at the time of the execution of said Supplemental Indenture was Secretary of said corporation, the said mortgagor, and the same person who as such Secretary attested such Supplemental Indenture on behalf of said corporation; and that the said Supplemental Indenture is made in good faith and without any design to hinder, or delay or defraud creditors or any creditor of said corporation.

Subscribed and sworn to before me this 21st day of October, 1976.

/S/ R. E. OLSON

Notary Public in and for the State of Washington. Residing at Bellevue.

NOTARIAL SEAL

STATE OF WASHINGTON

COUNTY OF KING

}

ss.:

On this 21st day of October, 1976, before me personally appeared J. H. KING and W. E. WATSON, to me known to be a Vice President and the Secretary, respectively, of PUGET SOUND POWER & LIGHT COMPANY, one of the corporations that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute and attest said instrument, and that the seal affixed is the corporate seal of said corporation.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written.

/S/ R. E. OLSON

Notary Public in and for the State of Washington. Residing at Bellevue.

NOTARIAL SEAL

COMMONWEALTH OF MASSACHUSETTS,

COUNTY OF SUFFOLK

}

ss.:

On this 20th day of October, 1976, before me personally appeared W. N. BURNETT and MAX GOLDSMITH, to me known to be a Vice President and an Assistant Cashier, respectively, of THE FIRST NATIONAL BANK OF BOSTON, one of the corporations that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that they were authorized to and did in the name and on behalf of said corporation execute and attest said instrument, and that the seal affixed is the corporate seal of said corporation.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written.

/S/ HENRY D. FLEMING

Notary Public in and for the State of Massachusetts.

Residing at Boston.

My commission expires November 19, 1977.

NOTARIAL SEAL

TO COUNTY AUDITOR:

This instrument is a mixed real and chattel mortgage. Record and index as a real estate mortgage.

TO SECRETARY OF STATE :

This instrument is a mixed real and chattel mortgage. File and index pursuant to RCW 62A.9-302(5).

THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE

/S/ MAX GOLDSMITH

Assistant Cashier