SECURITY AGREEMENT
Exhibit
4.22
This
is a Security Agreement covering personal property as well as other property
real and/or personal
PUGET
SOUND ENERGY, INC.
TO
BNY
MIDWEST TRUST COMPANY,
TRUSTEE
____________________
THIRTY-FOURTH
SUPPLEMENTAL INDENTURE
Dated
as of April 28, 2006
SUPPLEMENTING
INDENTURE
OF FIRST MORTGAGE
Dated
as of April 1, 1957
THIS
THIRTY-FOURTH SUPPLEMENTAL INDENTURE, made as of the 28th day of April, 2006, 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 BNY Midwest Trust
Company, an Illinois trust company, with a principal
corporate trust office at 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx,
00000 (successor to Xxxxxx Trust and Savings Bank) (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, X.X.
Xxxx, 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, X.X. Xxxxx, 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 28, 2006, pursuant to such
supplemental indentures the Company provided for the creation of an issue of
First Mortgage Bonds; 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 6.10% 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
|
Thirty-One
Million Dollars
($31,000,000)
|
6.92%
and 6.93% Secured Medium-Term Notes, Series C due 2005
|
Ten
Million Dollars
($10,000,000)
|
6.58%
Secured Medium-Term Notes, Series C due 2006
|
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
|
WHEREAS,
X.X. Xxxxx, the successor Co-Trustee, resigned on July 31, 1993 and no successor
trustee was appointed to replace him;
WHEREAS,
Xxxxxx Trust and Savings Bank (the "Original Trustee") resigned as Trustee,
Paying Agent and Registrar under the Indenture on April 1,
2002;
WHEREAS,
effective April 1, 2002, the Company appointed BNY Midwest Trust Company to
act as Trustee, Paying Agent and Registrar to succeed the Original Trustee in
such capacities under the Indenture;
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,
in order to secure the payment and performance of its obligations under such
Debenture Indenture, the Company has agreed to create new Bonds from time to
time with substantially the same terms as the Senior Notes; to issue and deliver
such Bonds to the Debenture Indenture Trustee in trust for the benefit of the
owners from time to time of the Senior Notes; and
WHEREAS,
the Board of Directors of the Company has established a new series of Bonds to
be designated as "Pledged First Mortgage Bonds" due Nine Months or More From
Date of Issue (hereinafter sometimes called "Bonds of the New Series"), and has
authorized the issuance of an unlimited aggregate 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 Thirty-Fourth 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 Mortgage and
on certain betterments, improvements and additions made by the Company to
property previously described in the Indenture.
NOW,
THEREFORE, WITNESSETH, that, pursuant to and in execution of the powers,
authorities and obligations conferred, imposed and reserved in the Indenture,
and pursuant to and in execution of every other power, authority and obligation
thereto appertaining and/or enabling, in order to secure the payment of the
principal of, and the premium, if any, and interest on, the Bonds issued and to
be issued under the Indenture, and secured thereby and hereby at any time
outstanding according to their tenor and effect, and the performance of all the
covenants and conditions therein and herein and in said Bonds contained, and for
the purpose of confirming the lien of the Indenture, said Puget Sound Energy,
Inc., organized and existing under the laws of the State of Washington, in
consideration of the premises and of One Dollar ($1.00) and other good and
valuable consideration to it duly paid by the Trustee, at or before the
execution and delivery of these presents, the receipt whereof is hereby
acknowledged, has granted, bargained, sold, conveyed, transferred, assigned,
remised, released, mortgaged, set over and confirmed and by these presents does
grant, bargain, sell, convey, transfer, assign, remise, release, mortgage, set
over and confirm unto BNY Midwest Trust Company, 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
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:
[The
remainder of this page intentionally left blank]
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 KING COUNTY,
WASHINGTON:
Section:
|
25
|
Township:
|
22 North
|
Range:
|
04 East,
X.X.
|
Description:
|
XXX 0
XX XXXX XXXXXX XXXXX XXXX XX. 000000, RECORDED UNDER RECORDING
NO. 8506240936 OF KING COUNTY RECORDS, BEING A PORTION OF LOTS 1
AND 2, HORSESHOE ACRE TRACTS TO KENT, ACCORDING TO PLAT THEREOF RECORDED
IN VOLUME 15 OF PLATS, PAGE 10, IN KING COUNTY, WASHINGTON;
EXCEPT THOSE PORTIONS CONVEYED TO KING COUNTY BY DEEDS RECORDED UNDER
RECORDING NUMBERS 9202030704 AND 9506130439.
SUBJECT
TO: AS PER EXHIBIT “A” ATTACHED AND MADE A PART BY
REFERENCE
EXHIBIT
“A”
1.EASEMENT
AND THE TERMS AND CONDITIONS REFERENCED THEREIN, INCLUDING, BUT NOT
LIMITED TO, THE FOLLOWING:
GRANTEE:
The County of King, a municipal corporation
PURPOSE:
The right to construct and maintain a rip-rap bank protection and remove
debris
AREA
AFFECTED: Along the right bank of Green River
RECORDED:
February 20, 1962
RECORDING
NUMBER: 5395757
2.EASEMENT
AND THE TERMS AND CONDITIONS REFERENCED THEREIN, INCLUDING, BUT NOT
LIMITED TO, THE FOLLOWING:
GRANTEE:
Puget Sound Power & Light Company, a Washington
corporation
PURPOSE:
Electric transmission and/or distribution lines with all necessary or
convenient appurtenances thereto
AREA
AFFECTED: The east 20 feet
RECORDED:
December 2, 1986
RECORDING
NUMBER: 8612021324
3.DECLARATION
OF COVENANT AND THE TERMS AND CONDITIONS THEREOF:
PURPOSE:
Electric transmission and/or distribution lines with all necessary or
convenient appurtenances thereto
BY:
Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx, husband and
wife
RECORDED:
March 11, 1981
RECORDING
NUMBER: 8103110276
4.COVENANTS,
CONDITIONS, RESTRICTIONS AND EASEMENTS CONTAINED IN SHORT PLAT, COPY
ATTACHED:
RECORDED:
June 24, 1985
RECORDING
NUMBER: 8506240936
5.NOTICE
OF ON SITE SEWAGE SYSTEM AND THE TERMS AND CONDITIONS
THEREOF:
RECORDED:
June 19, 2001
RECORDING
NUMBER: 20010619002020
6.Any
question that may arise due to shifting and changing in course of Green
River.
7.Any
prohibition of or limitation of use, occupancy or improvement of the land
resulting from the rights of the public or riparian owners to use any
portion which is now or has been formerly covered by water.
8.Paramount
rights and easements in favor of the United States for commerce,
navigation, fisheries and the production of power.
9.Matters
disclosed on a survey recorded under Recording
Number 20011019900016
|
Deed
From:
|
Xxxxxx
Payment and Xxxx Payment, husband and wife
|
Deed
Records
Auditors
File No.
|
20051201001756
|
Assessor’s
Tax
Parcel
ID#
|
346280-0006-02
|
** 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.
IN SNOHOMISH COUNTY,
WASHINGTON:
Section:
|
08
|
Township:
|
29 North
|
Range:
|
05
East, X.X.
|
Description:
|
That
portion of Xxx 0X xx Xxxx xx Xxxxxxx Xxxxxxx Site Plan Number 1-95,
recorded September 22, 1999 under Recording Number 199909225011,
being a revision of recording number 9812230513, described as
follows
Commencing
at a corner common to Xxxx 0X, 0, xxx 0 xx xxxx Xxxxxxx Site Plan,
also being the most Easterly corner of said Lot 2A,;
Thence
South 23°48’30” West along the East line of said Lot 2A a distance of
47.85 feet,
Thence
North 66°11’30” West at right angles to said East line 30 00 feet to a
point on the Westerly margin of an existing 30 foot wide access
easement and the True Point of Beginning.
Thence
South 23°48’30” West along said Westerly margin 11.75 feet to a point
of curve to the left.
Thence
Southerly along said curve to the left having a radius of 90 00 feet
through a central angle of 17°25’26”, an arc length of 27
37 feet,
Thence
North 68°07’25” West 98.46 feet,
Thence
North 21°52’35” East 75 00 feet,
Thence
South 68°07’25” East 85 00 feet to said Westerly easement margin,
also being a point on a curve whose radius point bears South 77°10’19”
West 60 00 feet,
Thence
Southerly along said curve to the right through a central angle of
36°38’11”, an arc length of 38.37 feet to the True Point of
Beginning,
Together
with that certain access easement shown across Lots 2A and 2B of said
Binding Site Plan
Situate
in the City of Xxxxxxx, County of Snohomish, State of
Washington
|
Deed
From:
|
Northwest
Pipeline Corporation
|
Deed
Records
Auditors
File No.
|
200504220543
|
Assessor’s
Tax
Parcel
ID#
|
29-0508-001-019-00
|
IN SNOHOMISH COUNTY,
WASHINGTON:
Section:
|
5
|
Township:
|
29 North
|
Range:
|
06 East,
X.X.
|
Description:
|
Xxxx
0, 0 xxx 0, Xxxxx 0, Xxxx of Ferry, according to the plat thereof recorded
in Volume 2 of Plats, page 25, records of Snohomish County, Washington,
lying Southeasterly of State Highway,
Together
with vacated Xxxxx Street, North half of vacated Second Street and Vacated
alley in Block 6 lying adjacent to the above described Lots
Subject
to All matters of record if any
Subject
to Any building placed on the land will have an exterior appearance as
nearly as practical to pre stressed concrete type utility buildings, as
discussed between the Grantor and the Grantee.
The
Grantor, Northwest Pipeline Corporation, reserves an exclusive 75 foot
wide right of-way and easement to locate, survey, construct, entrench,
maintain, repair, replace, protect, inspect and operate a Natural Gas
Pipeline or Pipelines, including cathodic equipment and/or appurtenances
which may be constructed on or above the surface including but not limited
to valves and metering equipment; electrical and/or communications cable,
underground conduit, splicing boxes; and roads and facilities" which may
be over, under and through the land described in this document, the
reserved easement shall run with the land and shall inure to the benefit
of the successors and assigns of Northwest Pipeline
Corporation. Shown as incorporated in Exhibits "A" and
"B".
EXHIBIT
“A”
THE
WEST 113.5 FEET OF XXXX 0 XXX 0, XXXXX 0 XX XXX XXXX XXXX OF FERRY
RECORDED IN VOLUME 2 OF PLATS PAGE 00 XXXXX XXXXXXXXX XX XXXXX XXXXX
00:
ALSO
THAT PORTION OF THE NORTH 1/2 OF VACATED SECOND STREET LYING EASTERLY OF
THE WEST LINE OF SAID LOTS 1 AND 2 EXTENDED SOUTHERLY TO THE CENTERLINE OF
SAID VACATED SECOND STREET AND LYING WESTERLY OF A LINE PARALLEL WITH SAID
WEST LINE AND 113.5 FEET EASTERLY EXTENDED TO THE CENTERLINE OF SAID
VACATED SECOND STREET.
SITUATE
IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON.
|
Deed
From:
|
Northwest
Pipeline Corporation
|
Deed
Records
Auditors
File No.
|
200505190493
|
Assessor’s
Tax
Parcel
ID#
|
00-4447-006-001-00
|
ARTICLE
ONE
MISCELLANEOUS
SECTION
1.01
This
Thirty-Fourth 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
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 Thirty-Fourth Supplemental Indenture
except as in the Indenture otherwise stated or permitted; that on said date the
trust estate is free and clear from all liens and encumbrances other than
permitted encumbrances, except as in the Indenture otherwise stated or
permitted; that the Company will warrant and forever defend the trust estate and
the title thereto to the Trustee against the claims of all persons whomsoever
except as in the Indenture otherwise stated or permitted; that it will maintain
and preserve the lien of the Indenture, as a first mortgage lien, except as in
the Indenture otherwise stated or permitted so long as any of the Bonds issued
under the Indenture are outstanding; and that it has good right and lawful
authority to subject said property to the lien of the Indenture, as provided in
and by the Indenture.
SECTION
1.04
This
Thirty-Fourth 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 Thirty-Fourth 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]
IN
WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Thirty-Fourth
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/ Xxxxxx X.
Xxxxxx
Xxxxxx X. Xxxxxx
Vice President Finance and
Treasurer
Attest:
/s/ Xxxxx X.
Xxxx
Xxxxx X. Xxxx
Assistant Treasurer
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 Xxxxxx X. Xxxxxx, 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/ Xxxxxxx
Scowcroft___________
Notary Name: Xxxxxxx
Xxxxxxxxx
Notary Public in and for the State
of
Washington__,
residing at _Sammamish___.
My commission expires _12/30/06___.
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 Xxxxx X. Xxxx, 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/ Xxxxx
Campbell________________
Notary Name: Xxxxx
Xxxxxxxx
Notary Public in and for the State
of
_Washington_, residing
at _Bellevue_______.
My commission expires _7/18/06____.