SECURITY AGREEMENT 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-SECOND SUPPLEMENTAL INDENTURE Dated as of April 1, 2005...
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-SECOND
SUPPLEMENTAL INDENTURE
Dated
as of April 1, 2005
SUPPLEMENTING
INDENTURE
OF FIRST MORTGAGE
Dated
as of April 1, 1957
THIS
THIRTY-SECOND SUPPLEMENTAL INDENTURE, made as of the 1st day
of April, 2005, 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,
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-Second Supplemental
Indenture, in accordance with the provisions of the Indenture, for the purpose
of providing for the creation of the Bonds of the New Series, designating such
series to be created and specifying the form and provisions of the Bonds of
the
New Series; 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 interest on the aggregate principal amount of such Bonds of the New Series
as may be issued pursuant to this Thirty-Second Supplemental Indenture, 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 the Bonds in accordance with its and their terms;
NOW,
THEREFORE, this Thirty-Second 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 of the New Series issued and to
be
issued under this Thirty-Second Supplemental 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 of the New Series 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, 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 Indenture, 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;
TO
HAVE
AND TO HOLD all and singular the said property, 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 hereafter become subject to
the
Indenture, to the Trustee, its successor or successors and assigns;
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
of the New Series issued and to be issued under and secured by this
Thirty-Second Supplemental Indenture, and to secure the payment of such Bonds
of
the New Series and the interest thereon, prior to the Substitution Date (as
defined herein), in accordance with the provisions of said Bonds of the New
Series and of this Thirty-Second Supplemental Indenture, without priority or
distinction as to lien or otherwise of any Bonds of the New Series over any
other Bonds of the New Series 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 this Thirty-Second Supplemental
Indenture, and to secure the performance of and compliance with the covenants
and conditions of this Thirty-Second Supplemental Indenture, pursuant to and
under and subject to the provisions and conditions and for the uses hereinafter
and in this Thirty-Second Supplemental Indenture set forth; provided, however,
that on the Substitution Date, the Bonds of the New Series will cease to secure
the Senior Notes, and, at the option of the Company, the Senior Notes either
(i) will become unsecured general obligations of the Company or
(ii) will be secured by first mortgage bonds issued under another mortgage
indenture; it being hereby agreed as follows, to wit:
ARTICLE
ONE
BONDS
OF THE NEW SERIES AND CERTAIN
PROVISIONS
RELATING THERETO
SECTION
1.01
|
A.
|
Terms
of Bonds of the New Series
|
There
shall be hereby established a series of bonds, known as and entitled "Pledged
First Mortgage Bonds" (herein referred to as the "Bonds of the New Series").
The
aggregate principal amount of the Bonds of the New Series shall not be limited
and shall be initially authenticated and delivered from time to time upon
delivery to the Trustee of the documents required by the Indenture, including
a
resolution of the Board of Directors of the Company, or the Securities Pricing
Committee of such Board of Directors, specifying the following with respect
to
each issue of the Bonds of the New Series: (i) any limitations on the
aggregate principal amount of such issue of Bonds of the New Series,
(ii) the Original Issue Date (as defined below) or Dates for such issue of
Bonds of the New Series, (iii) the stated maturity of such issue of Bonds
of the New Series (provided that no Bond of the New Series shall mature on
a
date less than nine months from its Original Issue Date), (iv) the interest
rate or rates, or method of calculation of such rate or rates, for such issue
of
Bonds of the New Series, (v) the terms, if any, regarding the optional or
mandatory redemption of such issue of Bonds of the New Series, including the
redemption date or dates, if any, and the price or prices applicable to such
redemption (including any premium), (vi) whether or not such issue of Bonds
of the New Series shall be entitled to the benefit of any sinking fund, and
the
terms, if any, of such sinking fund, (vii) the designation of such issue of
Bonds of the New Series, (viii) if the form of such Bonds of the New Series
is not as described herein, the form of such Bonds of the New Series,
(ix) the maximum annual interest rate, if any, of the Bonds of the New
Series permitted for such issue, (x) any other information necessary to
complete the Bonds of the New Series of such issue and (xi) any other terms
of such issue not inconsistent with the Indenture or this Thirty-Second
Supplemental Indenture.
The
definitive Bonds of the New Series shall be issuable in registered form without
coupons in denominations of $1,000 and integral multiples thereof or such other
amount or amounts as may be authorized by a resolution of the Board of Directors
of the Company or the Securities Pricing Committee of such Board of Directors.
Both
principal of and interest on the Bonds of the New Series (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 a corporate trust office, in the City of New York, New York, of the
Trustee.
The
definitive Bonds of the New Series may, at the option of the Company, be fully
engraved or printed or lithographed on steel engraved borders.
Notwithstanding
any provision in the Indenture to the contrary, each Bond of the New Series
shall be dated and issued as of the date of its authentication by the Trustee
(the "Original Issue Date"). Each Bond of the New Series shall bear interest
from the later of its Original Issue Date or the most recent date to which
interest has been paid or duly provided for with respect to such Bond of the
New
Series until the principal of such Bond of the New Series is paid or made
available for payment, and interest on each Bond of the New Series shall be
payable on each interest payment date after the Original Issue
Date.
Notwithstanding
any provision in the Indenture to the contrary, the person in whose name any
Bond of the New Series is registered at the close of business on any record
date
(as determined by the Board of Directors of the Company or the Securities
Pricing Committee of such Board of Directors) with respect to any interest
payment date for such Bond of the New Series shall be entitled to receive the
interest payable on such interest payment date notwithstanding the cancellation
of such Bond of the New Series upon any registration of transfer, exchange
or
substitution thereof subsequent to such 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 New 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
New Series shall be the registered holders of such Bonds of the New Series
on
the record date for payment of such defaulted interest. Unless otherwise
determined by the Board of Directors of the Company or the Securities Pricing
Committee of such Board of Directors, the term "record date" as used in this
Section 1.01, and in the form of the Bonds of the New Series, with respect
to any interest payment date applicable to any Bond of the New Series, shall
mean the last day of the calendar month next preceding such interest payment
date unless such interest payment date is the date of maturity of such Bond
of
the New Series, in which event the record date shall be the date of maturity
of
such Bond of the New Series.
In
case
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
New Series registered on the books of the Company, and the Company, by not
less
than 10 days' written notice to the bondholders, may fix a subsequent
record date, not more than 15 days or less than 10 days prior to the date
fixed for the payment of such interest, for determination of the 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 the
bondholders or of the Trustee consequent on any default.
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 New Series; however, the Company may also act as
the
registrar and transfer agent in lieu of the Trustee. 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 New Series
for
a period of 15 days next preceding any designation of Bonds of the New
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.
Notwithstanding
any other provision of the Indenture to the contrary, the Company shall receive
a credit against its obligations to make any payment in respect of the principal
of, or premium, if any, or interest on, any Bond of the New Series (whether
at
maturity, upon redemption or otherwise), and such obligations shall be fully
or
partially, as the case may be, satisfied and discharged to
the
extent that, at the time that any such payment shall be due, the then due
principal of, or premium, if any, or interest on, the Senior Notes initially
issued contemporaneously with such Bond of the New Series shall have been fully
or partially paid or there shall have been deposited with the Debenture
Indenture Trustee pursuant to the Debenture Indenture sufficient available
funds
to fully or partially pay the then due principal of, or premium, if any, or
interest on, such Senior Notes.
The
obligations of the Company hereunder to make such payment of principal of,
premium, if any, or interest on, such Bond of the New Series shall be deemed
to
have been reduced by the amount of such credit.
The
Debenture Indenture requires that if any Senior Note in respect of which this
Bond was delivered to the Debenture Indenture Trustee pursuant to the Debenture
Indenture is deemed paid and discharged pursuant to Section 5.01 of the
Debenture Indenture, the obligation of the Company to make payment with respect
to the principal of and premium, if any, and interest on this Bond shall be
satisfied and discharged and this Bond shall cease to secure such Senior Note
in
any manner and, the Debenture Indenture Trustee shall surrender this Bond,
subject to the limitations of the Debenture Indenture, to the Company for
cancellation.
The
Bonds
of the New Series shall be issued and delivered pursuant to the Debenture
Indenture to, registered in the name of, and held by, the Debenture Indenture
Trustee in trust for the benefit of the owners from time to time of the Senior
Notes. The Debenture Indenture Trustee shall not sell, assign or transfer any
of
the Bonds of the New Series except to a successor trustee under the Debenture
Indenture. The Company may take such actions as it shall deem desirable to
effect compliance with such restrictions on transfer, including the placing
of
an appropriate legend on the Bonds of the New Series.
|
B.
|
Form
of Bonds of the New Series
|
The
Bonds
of the New Series, and the Trustee's authentication certificate to be executed
on the Bonds of the New Series, shall be in substantially the following forms
respectively:
[FORM
OF
FACE OF BOND OF THE NEW SERIES]
REGISTERED
$___________
No. _____________
PUGET
SOUND ENERGY, INC.
PLEDGED
FIRST MORTGAGE BOND
|
Original
Issue Date:
__________________
|
Interest
Rate:
______________%
|
Maturity
Date:
_________________
|
|
Initial
Redemption Date:
__________________
|
Initial
Redemption
Percentage:
_______________
|
Annual
Redemption
Percentage
Reduction:
_________________
|
PUGET
SOUND ENERGY, INC., a corporation of the state of Washington (the "Company"),
for value received hereby promises to pay to
DOLLARS
or
registered assigns, the principal sum of _____________ on the Maturity Date
set
forth above, and to pay interest thereon from the Original Issue Date set forth
above or from the most recent date to which interest has been paid or duly
provided for, semiannually in arrears on __________ and __________ in each
year
(each, an "Interest Payment Date"), commencing on the first such Interest
Payment Date succeeding the Original Issue Date set forth above, at the per
annum Interest Rate set forth above, until the principal hereof is paid or
made
available for payment. No interest shall accrue on the Maturity Date, so long
as
the principal amount of this Note is paid in full on the Maturity Date. The
interest so payable and punctually paid or duly provided for on any such
Interest Payment Date will be paid to the person in whose name this Bond is
registered (the "Holder") at the close of business on the ___ calendar day
next
preceding such Interest Payment Date (the "Regular Record Date"); provided
that
the first Interest Payment Date for any Bond, the Original Issue Date of which
is after a Regular Record Date but prior to the applicable Interest Payment
Date, shall be the Interest Payment Date following the next succeeding Regular
Record Date; and provided, further, that interest payable on the Maturity Date
set forth above or, if applicable, upon redemption or acceleration, shall be
payable to the person to whom principal shall be payable. Any such interest
not
so punctually paid or duly provided for will forthwith cease to be payable
to
the Holder on such Regular Record Date and shall be paid to the person in whose
name this Bond is registered at the close of business on a Special Record Date
for the payment of such defaulted interest to be fixed by the Trustee, notice
whereof shall be given to the Holder not more than 15 days nor fewer than
10 days prior to such Special Record Date.
Both
principal of and interest on 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 a
corporate trust office, in the City of New York, New York, of the
Trustee.
If
any
Interest Payment Date or the date on which the principal of this Bond is
required to paid is not a Business Day, then payment of principal, premium
or
interest need not be made on such date but may be made on the next succeeding
Business Day with the same force and effect as if made on such Interest Payment
Date or the date on which the principal of this Bond is required to be paid,
and, in the case of timely payment thereof, no interest shall accrue for the
period from and after such Interest Payment Date or the date on which the
principal of this Bond is required to be paid.
"Business
Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not
a
day on which banking institutions or trust companies in the Borough of
Manhattan, The City of New York, or in the city where the corporate trust office
of the Debenture Indenture Trustee (as defined on the reverse hereof) is
located, are obligated or authorized by law or executive order to
close.
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 ENERGY, INC. 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.
PUGET
SOUND ENERGY, INC.
Dated:
By
_______________________________
Its
_______________________________
And
by
____________________________
Its
________________________________
[FORM
OF
REVERSE OF BOND OF THE NEW SERIES]
PUGET
SOUND ENERGY, INC.
Pledged
First Mortgage Bond
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 April 1, 1957, executed and delivered by the Company to Xxxxxx Trust and
Savings Bank (BNY
Midwest Trust Company,
successor) as Trustee, as supplemented and/or modified by indentures
supplemental thereto, including particularly the Thirty-Second Supplemental
Indenture dated as of April 1, 2005, 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 shall be issuable in registered form without coupons in
denominations of $1,000 and integral multiples thereof or such other amount
or
amounts as may be authorized by a resolution of the Board of Directors or the
Securities Pricing Committee of the Board of Directors.
This
Bond
is issued to secure the payment and performance of the Company's obligations
under the Indenture, dated as of December 1, 1997 (the "Debenture
Indenture"), with U.S. Bank National Association (successor to State Street
Bank
and Trust Company), as Trustee (the "Debenture Indenture Trustee") to make
payments in respect of the principal of, premium, if any, and interest on Senior
Notes of the Company (the "Senior Notes") initially issued contemporaneously
with this Bond.
Notwithstanding
any other provision of the Indenture to the contrary, the Company shall receive
a credit against its obligations to make any payment in respect of the principal
of, or premium, if any, or interest on, this Bond (whether at maturity, upon
redemption or otherwise), and such obligations shall be fully or partially,
as
the case may be, satisfied and discharged to
the
extent that, at the time that any such payment shall be due, the then due
principal of, or premium, if any, or interest on, the Senior Notes of the
Company initially issued contemporaneously with this Bond shall have been fully
or partially paid or there shall have been deposited with the Debenture
Indenture Trustee pursuant to the Debenture Indenture sufficient available
funds
to fully or partially pay the then due principal of, or premium, if any, or
interest on, such Senior Notes.
The
obligations of the Company to make such payment of principal of, premium, if
any, or interest on, this Bond shall be deemed to have been reduced by the
amount of such credit.
This
Bond
is not transferable except as required to effect transfer to any successor
trustee under the Debenture Indenture.
This
Bond
is subject to redemption at the option of the Company on any date on and after
the Initial Redemption Date, if any, specified on the face hereof (any date
fixed for redemption shall hereafter be referred to as a "Redemption Date").
If
no Initial Redemption Date is set forth on the face hereof, this Bond may not
be
redeemed at the option of the Company prior to the Maturity Date specified
on
the face hereof. On and after the Initial Redemption Date, if any, this Bond
may
be redeemed at any time in whole or from time to time in part at the option
of
the Company at the applicable Redemption Price (as defined below) together
with
interest thereon payable to the Redemption Date, on notice given not less than
30 days nor more than 60 days prior to the Redemption Date. In the event of
redemption of this Bond in part only, a new Bond of like tenor and series for
the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon the surrender hereof.
If
this
Bond is redeemable in the foregoing manner at the option of the Company, the
"Redemption Price" shall initially be the Initial Redemption Percentage,
specified on the face hereof, of the principal amount of this Bond to be
redeemed and shall decline at each anniversary of the Initial Redemption Date
by
the Annual Redemption Percentage Reduction, if any, specified on the face
hereof, of the principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
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 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.
The
Indenture provides that (1) the Company and the Trustee, with the consent
of the holders of not less than 66-2/3% in principal amount of the Bonds at
the
time outstanding (determined as provided in the Indenture) including, if more
than one series of Bonds shall be at the time outstanding, not less than 66-2/3%
in principal amount of the Bonds at the time outstanding of each series
affected, may effect, by an indenture supplemental 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; 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.
The
registered owner of this Bond is the Debenture Indenture Trustee. The
Debenture Indenture requires that if any Senior Note in respect of which this
Bond was delivered to the Debenture Indenture Trustee pursuant to the Debenture
Indenture is deemed paid and discharged pursuant to Section 5.01 of the
Debenture Indenture, the obligation of the Company to make payment with respect
to the principal of and premium, if any, and interest on this Bond shall be
satisfied and discharged and this Bond shall cease to secure such Senior Note
in
any manner, and the Debenture Indenture Trustee shall surrender this Bond,
subject to the limitations of the Debenture Indenture, to the Company for
cancellation.
The
Thirty-Second Supplemental Indenture provides that in the event of any default
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
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,
shareholder, 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
TRUSTEE'S AUTHENTICATION CERTIFICATE]
This
is
one of the Bonds, of the series designated herein, described in the
within-mentioned Indenture.
BNY
MIDWEST TRUST COMPANY,
as
Trustee
By
___________________________________
Authorized
Officer
|
SECTION
1.02
|
Redemption Provisions
|
As
designated
by resolution of the Board of Directors of the Company or the Securities Pricing
Committee of such Board of Directors, the Bonds of the New Series may be subject
to redemption prior to maturity, as a whole at any time or in part from time
to
time, at the option of the Company, upon payment of the Redemption Price
designated by such Board of Directors, or Securities Pricing Committee of the
Board of Directors, together with interest accrued thereon to the date fixed
for
redemption, upon not less than 30 days' nor more than 60 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 New 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. 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
|
Renewal Fund
|
Notwithstanding
the provisions of Section 4.06 of the Original Indenture, the Company
hereby covenants that, so long as any of the Bonds of the New Series shall
remain outstanding, (a) the covenants made by the Company in Section 4.04
of the Original 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
renewal fund certificate shall be deemed to be funded, unless and until the
same
shall have been reinstated as provided in said Section 4.04 or in
Section 2.03 of the Indenture. Cash deposited in the depreciation fund may
not be applied to the redemption of the Bonds of the New Series.
|
SECTION
1.04
|
Duration of Effectiveness of Article One
|
This
Article
shall be in force and effect only so long as any of the Bonds of the New Series
are outstanding.
|
SECTION
1.05
|
Execution and Delivery
|
An
unlimited aggregate principal amount of Bonds of the New Series may forthwith,
upon execution and delivery of the Thirty-Second 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.
|
SECTION
1.06
|
Substitution
|
On
the
Substitution Date (as defined below), the Trustee will deliver to the Company
for cancellation all Bonds of the New Series. The Company will cause the Trustee
to provide notice to all holders of Bonds of the New Series prior to the
occurrence of the Substitution Date. "Substitution Date" shall mean the date
that all Bonds issued and outstanding under the Indenture ("Gas Bonds"), other
than the Bonds of the New Series or any other Bonds issued to secure the
Company's obligations on its Senior Notes, and all first mortgage bonds of
the
Company issued and outstanding under the First Mortgage (originally, and before
modification thereof by certain supplemental indentures, called "First and
Refunding Mortgage"), dated as of June 2, 1924 (the "Electric Mortgage"),
from the Company, formerly Puget Sound Power & Light Company, to BNY Midwest
Trust Company, successor to Old Colony Trust Company, as trustee, as
supplemented and amended ("Electric Bonds" and, together with the Gas Bonds,
the
"First Mortgage Bonds"), other than Electric Bonds issued to secure the
Company's obligations on its Senior Notes, have been retired (at, before or
after the maturity thereof) through payment, redemption or otherwise (including
those Gas Bonds deemed to be paid within the meaning of the Indenture and those
Electric Bonds deemed to be paid within the meaning of the Electric Mortgage).
SECTION
1.07 Definitions
All
other
terms used but not otherwise defined in this Thirty-Second Supplemental
Indenture shall be taken to have the same meaning as in the Indenture, except
in
cases where the context herein clearly indicates otherwise.
ARTICLE
TWO
PRINCIPAL
AMOUNT PRESENTLY TO BE OUTSTANDING
SECTION
2.01
The
total
aggregate principal amount of 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 One Hundred Fifty-Two Million Five Hundred Thousand
Dollars ($152,500,000); namely, the series of Bonds set forth
herein:
|
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)
|
7.19%
Secured Medium-Term Notes, Series B
due
2023
|
|
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
|
now
issued and outstanding, and the aggregate principal amount of Bonds of the
New
Series that may be authenticated and delivered pursuant to Section 2.02 of
this
Thirty-Second Supplemental Indenture. Additional Bonds of the New Series and
of
any other series established after the execution and delivery of this
Thirty-Second 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
Without
limitation as to aggregate principal amount, Bonds of the New Series may
forthwith, upon execution and delivery of this Thirty-Second 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
Thirty-Second 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
3.02
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 the Thirty-Second 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
Thirty-Second 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 Thirty-Second Supplemental Indenture is dated for convenience and for
the
purpose of reference as of April 1, 2005, 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 Energy, Inc. has caused this Thirty-Second
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 Secretary or one of its Assistant Secretaries,
and
BNY
Midwest Trust Company,
in token
of its acceptance of the trust hereby created has caused this Thirty-Second
Supplemental Indenture to be signed in its corporate name and behalf by its
Vice
President or one of its Assistant Vice Presidents, and its corporate seal to
be
hereunto affixed and attested by one of its Vice Presidents, Assistant Vice
Presidents or one of its Assistant Secretaries, all on April __, 2005, but
as of
the day and year first above written.
PUGET
SOUND ENERGY, INC.
By
/s/
Xxxxxx X. Gaines_
Xxxxxx
X.
Xxxxxx
Vice
President Finance and Treasurer
Attest:
/s/
Xxxxx X. Eldredge_
Xxxxx
X.
Xxxxxxxx
Corporate
Secretary
BNY
MIDWEST TRUST COMPANY
By
/s/
X. Xxxxxxxxx
X.
Xxxxxxxxx
Vice
President
Attest:
/s/
D. G. Donovan_
X.
X.
Xxxxxxx
STATE
OF
WASHINGTON )
) ss.
COUNTY
OF
KING )
On
this
22nd day of April 2005, before me personally appeared Xxxxxx X. Xxxxxx
and Xxxxx X. Xxxxxxxx to me known to be a Vice President Finance and Treasurer
and Corporate Secretary, respectively, of PUGET SOUND ENERGY, INC., 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 THEREOF I have hereunto set my hand and affixed my official seal the
day
and year first above written.
_____________________________________
Xxxxx
X.
Xxxxxx
Notary
Public for the State of Washington
Residing
at Redmond
My
commission expires: July 20, 0000
XXXXX
XX
XXXXXXXX )
) ss.
COUNTY
OF
XXXX )
On
this
____ day of April 2005, before me personally appeared
X.
Xxxxxxxxx and X.X. Xxxxxxx, to me known to be a Vice President and Assistant
Vice President, respectively, of BNY Midwest Trust 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 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.
_____________________________________
[Signature
of Notary]
_______________________________________
[Printed
Name of Notary]
Notary
Public for the State Illinois
Residing
at ______________________________
[City
of
Residence]
My
commission expires: ______________20___
[Month
Day Year]
