Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-2 of19 Record Date:4/30/2018 3:15 PM King County, WA 139292130.1 (Real Estate Mortgage) PUGET SOUND ENERGY, INC. TO U.S. BANK NATIONAL ASSOCIATION, Trustee Ninety-Seventh Supplemental Indenture Dated as of April 27, 2018 Relating to First Mortgage Bonds Supplemental to Indenture dated as of June 2, 1924, as supplemented and modified (NOT PART OF INDENTURE) Exhibit 4.11
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-3 of19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITit-G, TEXT, INITIALS, REVISIONS OR NOTARY SEAi, APPEARING OUTSIDE THESE MARGINS MAY DISQUALIFY THIS DOCUMEJl;T FOR RECORDING THIS NINETY-SEVENTH SUPPLEMENT AL INDENTURE, made as of the 27th day of April, 2018, by and between Puget Sound Energy, Inc., formerly Puget Sound Power & Light Company, a corporation duly organized and existing under and by virtue of the laws of the State of Washington (hereinafter sometimes called the "Company"), party of the first part, and U.S. Bank National Association, a national banking association with a principal corporate trust office at 100 Wall Street, Suite 1600, in the city of New York and State of New York 10005 (successor to Old Colony Trust Company) (hereinafter sometimes called the "Trustee"), as Trustee under the First Mortgage (originally, and before modification thereof by certain supplemental indentures, called "First and Refunding Mortgage") from Puget Sound Power & Light Company, a Massachusetts corporation (hereinafter sometimes called the "Predecessor Company"), dated as of June 2, 1924 (said Mortgage being hereinafter sometimes called the "Original Mortgage"), as supplemented and modified by all indentures supplemental thereto heretofore executed and delivered, party of the second part; WITNESSETH: that WHEREAS, the Predecessor Company did by the Original Mortgage, filed for record in the offices of the Auditors of the Counties of Chelan, Clallam, Cowlitz, Douglas, Grant, Grays Harbor, Island, Jefferson, King, Kitsap, Kittitas, Lewis, Mason, Pacific, Pierce, Skagit, Snohomish, Thurston and Whatcom, all in the State of Washington, and left on file as a chattel mortgage in each of said counties, convey and pledge certain property therein described to Old Colony Trust Company, as Trustee, to be held upon the trusts expressed in the Original Mortgage to equally secure an unlimited authorized amount of mortgage bonds (therein and herein called the "Bonds") issued or to be issued in one or more series, all as more fully provided in the Original Mortgage; and WHEREAS, the Predecessor Company, prior to September I, 1954, had executed and delivered to the Trustee thirty-nine supplemental indentures, supplementing and in certain respects modifying the Original Mortgage and providing for the execution, certification and delivery of Bonds of various series from time to time pursuant thereto (which Original Mortgage, as so supplemented and modified, is therein and herein sometimes called the "First Mortgage"); and WHEREAS, the Predecessor Company executed and delivered to the Trustee a Fortieth Supplemental Indenture, dated as of September 1, 1954, which Supplemental Indenture is divided into two parts, designated as Part I and Part II, and Part I thereof provided for the establishment and the execution, certification and delivery initially of Twenty-Five Million Dollars ($25,000,000) principal amount of a series of Bonds, designated as First Mortgage Bonds, 3-1/2% Series due 1984, and contained certain covenants, NINETY-SEVENTH SUPPLEMENTAL INDENTURE 139292 lJO. I PAGE I
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-4 of19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE TIIESE MARGINS '.\-IAY DISQllALIFY TIIIS DOCUMEl'-T FOR RECORDING restrictions, conditions and provisions affecting, and provided for certain modifications of, the First Mortgage (the First Mortgage, as so supplemented and modified by said Part I, being sometimes in said Fortieth Supplemental Indenture and herein called the "Revised First Mortgage") and Part II thereof provided for modifications of the Revised First Mortgage as therein set forth, which modifications became effective on October 20, 1955 (the Revised First Mortgage as so modified by Pai1 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 ofNovember 1, 1959, and a Forty-Fifth Supplemental Indenture dated as of April I, 1960, all of which mortgaged, pledged, assigned, conveyed and transferred to the Trustee and subjected to the lien of the Indenture additional property acquired or constructed, and betterments, improvements and additions made to the mortgaged property, since the execution and delivery of the Fortieth Supplemental Indenture; and WHEREAS, the Company has executed and delivered to the Trustee a Forty-Sixth Supplemental Indenture dated as of November 10, 1960, whereby the Company has succeeded to the Predecessor Company with the same effect as if the Company had been named in the Indenture as the mortgagor company and in the Bonds and coupons as the obligor thereon or maker thereof, and the Predecessor Company merged into the Company on November 16, 1960, whereupon the Company acquired all the property, real, personal or mixed, including all rights, privileges, easements, licenses and franchises, described in the Indenture and thereby conveyed and mortgaged or intended so to be, including also all such property acquired by the Predecessor Company since the execution and delivery of the Original Mortgage, which by the terms of the Indenture is subjected or intended to be subjected to the lien thereof~ and WHEREAS, the Company has executed and delivered to the Trustee the supplemental indentures set forth herein: Supplemental Indenture Forty-Seventh Supplemental Indenture Forty-Eighth Supplemental Indenture NINETY-SEVENTH SUPPLEMENTAL INDENTURE 139292130.1 Dated as of February 1, 1961 November I, 1963 PAGE2
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-5 of19 Record Date:4/30/2018 3:15 PM King County, WA Al'iY WRITING, TEXT, INITIALS, REVISIONS OR NOl'Al!Y SEAL APPEARING OUTSIDE THESE MARGINS MAY DISQliALIFY TIIIS DOCUMENT FOR RECORDING Forty-Ninth Supplemental Indenture Fiftieth Supplemental Indenture Fifty-First Supplemental Indenture Fifty-Second Supplemental Indenture Fifty-Third Supplemental Indenture Fifty-Fourth Supplemental Indenture Fifty-Fifth Supplemental Indenture Fifty-Sixth Supplemental Indenture Fifty-Seventh Supplemental Indenture Fifty-Eighth Supplemental Indenture Fifty-Ninth Supplemental Indenture Sixtieth Supplemental Indenture Sixty-First Supplemental Indenture Sixty-Second Supplemental Indenture Sixty-Third Supplemental Indenture Sixty-Fourth Supplemental Indenture Sixty-Fifth Supplemental Indenture Sixty-Sixth Supplemental Indenture Sixty-Seventh Supplemental Indenture Sixty-Eighth Supplemental Indenture Sixty-Ninth Supplemental Indenture Seventieth Supplemental Indenture Seventy-First Supplemental Indenture Seventy-Second Supplemental Indenture Seventy-Third Supplemental Indenture Seventy-Fourth Supplemental Indenture Seventy-Fifth Supplemental Indenture Seventy-Sixth Supplemental Indenture Seventy-Seventh Supplemental Indenture Seventy-Eight Supplemental Indenture Seventy-Ninth Supplemental Indenture Eightieth Supplemental Indenture Eighty-First Supplemental Indenture Eighty-Second Supplemental Indenture Eighty-Third Supplemental Indenture Eighty-Fourth Supplemental Indenture Eighty-Fifth Supplemental Indenture Eighty-Sixth Supplemental Indenture Eighty-Seventh Supplemental Indenture NINETY-SEVENTH SUPPLEMENTAL INDENTURE 139292130.1 May 1, 1964 January 1, 1966 June 1, 1967 February 1, 1969 July 1, 1970 October 1, 1972 March 1, 1974 November 1, 1974 August 1, 1975 October 1, 1976 July l, 1978 December 1, 1979 December 1, 1981 July 1, 1984 January 1, 1986 April 1, 1986 April 1, 1986 August 1, 1986 November 1, 1986 September 1, 1987 February 1, 1990 October 1, 1990 May 1, 1991 August 1, 1991 March 1, 1992 October 1, 1992 April I , 1993 December 1, 1997 March 1, 1999 October 1, 2000 May 1, 2003 April 30, 2004 March 1, 2005 April 27, 2005 April28,2006 September 1, 2006 April 27, 2007 April 29, 2008 April 29, 2009 PAGE3
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-6 of19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITING, TEXT, ll'ilTIALS, REVISIONS OR NOTARY SEAL APPEARING OliTSIDE THESE MARGINS MAY DISQUALIFY THIS DOCUME:'1/T FOR RECORDll'\G Eighty-Eighth Supplemental Indenture Eighty-Ninth Supplemental Indenture Ninetieth Supplemental Indenture Ninety-First Supplemental Indenture Ninety-Second Supplemental Indenture Ninety-Third Supplemental Indenture Ninety-Fourth Supplemental Indenture Ninety-Fifth Supplemental Indenture Ninety-Sixth Supplemental Indenture April 28, 2010 April 26, 2011 April 30, 2012 April 30, 2013 May 1, 2013 April 29, 2014 April 29, 2015 April 25, 2016 April 27, 2017 WHEREAS, all Bonds of any series heretofore executed, authenticated and delivered pursuant to the Original Mortgage, as from time to time supplemented and modified, have been retired and canceled or payment duly and irrevocably provided for, except for the series set forth herein: Principal Amount of Bonds Three Hundred Million Dollars ($300,000,000) Two Hundred Million Dollars ($200,000,000) One Hundred Million Dollars ($100,000,000) One Hundred Thirty-Eight Million Four Hundred Sixty Thousand Dollars ($138,460,000) Twenty-Three Million Four Hundred Thousand Dollars ($23,400,000) Two Hundred Fifty Million Dollars ($250,000,000) NINETY-SEVENTH SUPPLEMENTAL INDENTURE 139292130.1 Series First Mortgage Bonds, Pledged Series A due December 1, 2027 First Mortgage Bonds, Pledged Series A due June 15, 2018 First Mortgage Bonds, Pledged Series B due March 9, 2029 3.90% 2013A Series II Pledged First Mortgage Bonds due March 1, 2031 4.00% 20138 Series II Pledged First Mortgage Bonds due March 1, 203 I 5.483% Pledged First Mortgage Bonds due June 1, 2035 PAGE4
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-7 of19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY DISQUAUFY THIS DOCUMENT FOR RECORDING Principal Amount of Bonds Three Hundred Million Dollars ($300,000,000) Three Hundred Fifty Million Dollars ($350,000,000) Three Hundred Million Dollars ($300,000,000) Two Hundred Fifty Million Dollars ($250,000,000) Forty-Five Million Dollars ($45,000,000) Four Hundred Twenty-Five Million Dollars ($425,000,000) 6.274% Pledged First Mortgage Bonds due March 15, 2037 5.757% Pledged First Mortgage Bonds due October 1, 2039 5.638% Pledged First Mortgage Bonds due April 15, 2041 4.434% Pledged First Mortgage Bonds due November 15, 2041 4.70% Pledged First Mortgage Bonds due November 15, 2051 4.30% Pledged First Mortgage Bonds due May 20, 2045 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, effective as of October 2, 1995, State Street Bank and Trust Company succeeded The First National Bank of Boston as Trustee under the Indenture; and WHEREAS, effective as of February 15, 2003, U.S. Bank National Association succeeded State Street Bank and Trust Company as Trustee under the Indenture; and WHEREAS, the Company has entered into an Indenture (the "Debenture Indenture 11 ) 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 NJNETY-SEVENTH SUPPLEMENT AL INDENTURE 139292130.1 PACiE 5
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-8 of19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY DISQUALIFY THIS DOCUMENT FOR RECORDING Notes (the "Senior Notes") and the Company has agreed to make certain payments to the Debenture Indenture Trustee in respect of the principal of, premium, if any, and interest on such Senior Notes; and WHEREAS, the Company desires to execute and deliver this Ninety-Seventh Supplemental Indenture, in accordance with the provisions of the Indenture, for the purpose of confirming the lien of the Indenture on certain property acquired or constructed by the Company since the execution and delivery of the Original Mortgage and on certain betterments, improvements and additions made by the Company to property previously described in the Indenture. NOW, THEREFORE, WITNESSETH, that, pursuant to and in execution of the powers, authorities and obligations conferred, imposed and reserved in the Indenture, and pursuant to and in execution of every other power, authority and obligation thereto appertaining and/or enabling, in order to secure the payment of the principal of, and the premium, if any, and interest on, the Bonds issued and to be issued under the Indenture, and secured thereby and hereby at any time outstanding according to their tenor and effect, and the performance of all the covenants and conditions therein and herein and in said Bonds contained, and for the purpose of confirming the lien of the Indenture, said Puget Sound Energy, Inc., organized and existing under the laws of the State of Washington, in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee, at or before the execution and delivery of these presents, the receipt whereof is hereby acknowledged, has granted, bargained, sold, conveyed, transferred, assigned, remised, released, mortgaged, set over and confirmed and by these presents does grant, bargain, sell, convey, transfer, assign, remise, release, mortgage, set over and confirm unto U.S. Bank National Association, as Trustee, and to its successor or successors in the trust created by the Indenture, and to said Trustee and its assigns forever, for the uses and purposes created by the Indenture, all property, real, personal or mixed, including all rights, privileges, easements, licenses and franchises, described in the Indenture and thereby conveyed and mortgaged or intended so to be, including also all such property acquired by the Company since the execution and delivery of the Original Mortgage, which by the terms of the Indenture is subjected or intended to be subjected to the lien thereof, and including also all such property as the Company may hereafter acquire which by the terms of the Indenture is subjected or intended to be subjected to the lien thereof, excepting from the foregoing, however, all property included within the foregoing general description, whether now owned or hereafter acquired, which by the provisions of the Indenture is excepted or to be excepted from the conveyance and lien of the Indenture, or which has heretofore been released from the lien of the Indenture or otherwise disposed of by the Company free from the lien of the Indenture in accordance with the provisions thereof: NINETY-SEVENTH SUPPLEMENTAL INDENTURE 139292130.1 l'AGE6
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-9 of19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITING, TEXT, INlTIALS, REVISIONS OR NOTARY SEAL APPEAlllNG OUTSIDE THESE MARGINS MAY DISQUALIFY THIS DOCUMENT FOR RECORDING 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: NINETY-SEVENTH SUPPLEMENTAL INDENTURE 139292130.1 PAGE?
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-10 of 19 Record Date:4/30/2018 3:15 PM King County, WA AIW WRITING, TEXT, 11\'ITIALS, REVISIONS OR NOTARY SEAL APPEARING OLITSJDE THESE MARGINS MAY DISQUALIFY THIS DOCUMENT FOR RECORDING List of Real Estate in the State of Washington Acquired by Puget Sound Energy, Inc. to Date, and Not Heretofore Specifically Described in Any Prior Supplemental Indenture** IN SKAGIT COUNTY, WASHINGTON: Document: Statutory Warranty Deed from LeAnne R. Wiseman and Cheri Lynn Fiedler to Puget Sound Energy, a Washington corporation, Skagit County Auditor File No. 201709200071 Legal Description: The Southwest 1/4 of the Northeast 1/4 of the Northeast 1/4 of Section 14, Townshipp 35 North, Range 6 East, W.M., EXCEPT road. Tax Parcel Nos.: P41191, 350614-1-006-0009 ** 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. NINETY-SEVENTH SUPPLEtvlENTAL INDENTURE 139292130.1 PAGES
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-11 of 19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY DISQUALIFY THIS DOCUMEl'iT FOR RECORDll'iG IN KING COUNTY, WASHINGTON: Document: Statutory Warranty Deed from John J. Hennessy Living Trust to Puget Sound Energy, a Washington corporation, King County Auditor File No. 20170512000415 Legal Description: PARCEL A: LOT 10A OF SNOQUALMIE CERTIFICATE OF SEGREGATION NO. 01·03 (ALSO KNOWN AS SNOQUALMIE RIDGE CERTIFICATE OF SEGREGATION NO. 6), AS PER SURVEY FILED IN VOLUME 145 OF SURVEYS, PAGE 46, RECORDED MAY 11, 2001 UNDER RECORDING NO. 20010511900018, IN KING COUNTY, WASHINGTON; (ALSO KNOWN AS A PORTION OF LOTS 10 AND 12, SNOQUALMIE RIDGE BINDING SITE IMPROVEMENT PLAN NO, 1, ACCORDING TO THE PLAN THEREOF, RECORDED IN VOLUME 185 OF PLATS, PAGES 32 THROUGH 38, IN KING COUNTY, WASHINGTON, AND AS AMENDED BY AFFIDAVIT OF CORRECTION OF PLAT RECORDING NUMBER 9805190462), PARCELB: AN EASEMENT FOR PRIVATE PAVED DRIVEWAY AND UTILMES, OVER THE WESTERLY 20 FEET OF LOT 9 OF CITY OF SNOQUALMIE CERTIFICATE OF SEGREGATION NO. 98·1, RECORDED UNDER RECORDING NUMBER 9805059007, AS SET FORTH IN EASEMENT AGREEMENT RECORDED UNDER RECORDING NUMBER 9805280259, PARCEL C: AN EASEMENT FOR A PRIVATE PAVED DRIVEWAY AND UTILITIES OVER THE WESTERLY 20 FEET OF LOT 10B AND THE EASTERLY 20 FEET OF LOTS 11 ANO 12 OF CITY OF SNOQUALMIE CERTIFICATE OF SEGREGATION NO, 01-03, RECORDED UNDER RECORDING NUMBER 20010511900018, AS SET FORTH IN EASEMENT AGREEMENT RECORDED UNDER RECORDING NUMBER 20010511001461. Tax Parcel No.: 785180-0105-02 NINETY-SEVENTH SUPPLEMENTAL INDENTURE 139292130.1 PAGE9
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-12 of 19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL ArPEARING OUTSIDE THESE MARGINS MAY DISQllALIFY THIS DOCUMENT FOR RECORDING IN WHATCOM COUNTY, WASHINGTON: Document: Statutory Warranty Deed from Bridget M. Gavigan-Nielsen to Puget Sound Energy, a Washington corporation, Whatcom County Auditor File No. 2017-1200281 Tax Parcel No.: 4153342242220000, 159941 Legal Description: LOT 14, PLAT OF SUNRISE TERRACE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 9 OF PLATS, PAGE 33, RECORDS OF WHATCOM COUNTY, WASHINGTON NINETY-SEVENTH SUPPLEMENTAL INDENTURE I 39292130. I PAGE 10
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-13 of 19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARIJ\'.C OUTSIDE THESE MARGINS MAY DISQUALIFY THIS DOCUMENT FOR RECORDING IN WHATCOM COUNTY, WASHINGTON: Document: Statutory Warranty Deed from Jeannine A. Kleindel to Puget Sound Energy, a Washington Corporation, Whatcom County Auditor File No. 2017-0100542 Tax Parcel No.: 400320 433389-0000, 134376 Legal Description: A tract of land situated in the South half of the Northeast Quarter of Section 20, Township 40 North, Range 3 East of W.M., described as follows, to wit: Beginning at the Southwest comer of Block 1, Hawley and Lawrence's Addition to Lynden, Washington, according to the plat therof, recorded in Volume 1 of Plats, Page 46, records of Whatcom County, Washington; thence Westerly along the Northerly line of Front Street 70 feet; thence Northerly at right angles to Front Street 140 feet; thence Easterly parallel to Front Street 70 feet; thence Southeasterly at right angles to Front Street 140 feet to point of beginning, less roads. Situate in Whatcom County, Washington NINETY-SEVENTH SUPPLEMENTAL INDENTURE 139292130.1 PAGE II
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-14 of 19 Record Date:4/30/2018 3:15 PM King County, WA AIW WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OCTSIDE THESE MARGINS MA\' DISQUALIFY THIS DOCUME:'iT FOR RECORDil'iG IN PIERCE COUNTY, WASHINGTON: Document: Statutory Warranty Deed from Rachel Enterprises, LLC to Puget Sound Energy, a Washington Corporation, Pierce County Auditor File No. 201712290400 Tax Parcel No.: 042021-1002; 042021-1012 Legal Description: PARCEL A: (042021-1002) All that portion of the followlng described property lylng Southerly of the Chicago, MIiwaukee, st, Paul & Pacific Railway right of way: Beginning at a point 20 feet North and 822.6 feet East of the Southwest corner of the WIiiiam Benston Donation Land Claim No, 47 In Sections 16 and 21, Township 20 North, Range 4 East of the WIHamette Meridian; Thence North 704.8 feet; Thence East along a llne parallel with the South line of said Donation Land Claim 294.1 feet; Thence South 704,8 feet to a point 20 feet North and 1116.7 feet East of said Southwest corner; Thence West 294.1 feet to the Point of Be9lnnln9; Except any portion thereof deeded to Pierce County for road by Deed recorded under recording number 1783507; Also except that portion conveyed to Pierce County for additional right of way for Dechaux Road by Instrument recorded under recording number 1989504; Situate In the City of Puyallup, County of Pierce, State of Washington. PARCEL B: (042021·1012) A tract In the William Benston Donation Land aatm No, 47 In Sections 16 and 21, Township 20 North, Range 4 East of the WIiiamette Meridian, being all that portion cf the following described property lying South of the right of way of the Chicago, MIiwaukee, St. Paul and Pacific Railway Company: Beginning at a point on the East llne of said Wllllam Benston Donation Land Claim No. 47, 20 feet North of the Southeast corner thereof; Thence West along a line parallel to and 20 feet distant from the South line of said Donation Land Claim 924.5 feet to a point 20 feet North and 1116,7 feet East of the Southwest corner of said Donation Land Clalm; Thence North 704,8 feet; Thence East 928.3 feet to a point on the East llne of said Donation Land Claim 724.8 feet North of the Southeast corner thereof; Thence South 704.8 feet to the Point cf Beginning; EXcept the East 30 feet thereof conveyed for county road; Also except that portion thereof conveyed to the State of Washington by Instrument recorded under recording number 1228584; Situate In the City of Puyallup, County of Pierce, State of Washington. NINETY-SEVENTH SUPPLEMENT AL INDENTURE 139292130.1 PAGE 12
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-15 of 19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGlNS MAY DISQUALIFY THIS DOCUMENT FOR RECORDING ARTICLE ONE MISCELLANEOUS SECTION 1.01 This Ninety-Seventh Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture, and shall form a part thereof, and the Indenture, as hereby supplemented and modified, is hereby confirmed. Except to the extent inconsistent with the express terms hereof, all the provisions, terms, covenants, and conditions of the Indenture shall be applicable to the Bonds of the New Series to the same extent as if specifically set forth herein. SECTION 1.02 The Trustee has accepted the amendment of the Indenture effected by this Ninety Seventh Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect of any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (a) the validity or sufficiency of this Ninety-Seventh Supplemental Indenture or any of the terms or provisions hereof, (b) the proper authorization hereof by the Company by corporate action or othe1wise, and (c) the due execution hereof by the Company. SECTION 1.03 The Company covenants that it is lawfully seized and possessed of all the trust estate at the date of the execution of the Ninety-Seventh 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. NINETY-SEVENTH SUPPLEMENTAL INDENTURE 139292130.1 PAGE 13
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-16 of 19 Record Date:4/30/2018 3:15 PM King County, WA ANY WRITING, TEXT, l~ITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGl~S MAY DISQUALIFY THIS DOCUMENT FOR RECORDING SECTION 1.04 This Ninety-Seventh 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 Ninety-Seventh Supplemental Indenture is dated for convenience and for the purpose of reference as of April 27, 2018, the actual date or dates of execution by the Company are as indicated by the acknowledgment(s) hereto annexed. [The remainder of this page intentionally left blank] NINETY•SEVENTII SUPPLEMENTAL INDENTURE 139292130.1 PAGE 14
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-17 of 19 Record Date:4/30/2018 3:15 PM King County, WA ANY WHJTL\'G, TEXT, 11\ITL\LS, HEVI.SIONS 01{ NOT,\H\' SEAL Al'l'EARII\(; OllTSIDE THESE MARGINS .\-IA Y DIS()l.:\LIF\ TIIIS DOC!l�H:KT FOi( llFCOIUH'.\IG IN WITNESS WI-IEREOF, Puget Sound Energy. Inc. has caused this Ninety-Seventh Supplemental Indenture to be signed in its corporate name and behalf by its President or one of its Vice Presidents or its Treasurer or an Assistant Treasurer and attested by its Secretary or an 1\ssistant Secretary, all on A pri I 27, 2018, but as of the day and year first above written. l\lNl:TY-SI VINll Slll'l'! Uv!l'l'-il',,\J li\'DFNTlJIU: 1.W2 1J213IJ.I _ __ Pi\Uli 15 Attest: /s/ Samuel S. Osborne Samuel S. Osborne Assistant Secretary PUGET SOUND ENERGY, INC. By /s/ Matt McArthur Matt McArthur Corporate Treasurer
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-18 of 19 Record Date:4/30/2018 3:15 PM King County, WA :\:\\' WRITl:\G, TEXT, li\ITIALS. llE\ ISIOi\S OR MHARY SEAL Al'l'EARI:'\(; OlTSJl)E THESF ,uRGl:\S MAY DISQliALIFY TIIIS llOClll\!E;\'T FOR RECOIWING STATE OF WASI IINGTON COUNTY OF KING ) ss. ) On this 27Lh day of April, 2018, before me. a Notnry Public in and for the State of Washington, duly commissioned and sworn, personally nppeared Matt McArthur, to me knnwn to he the Corporate Treasurer of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknm:vledged lo me that he signi.cd the same as the l'ree and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do. WITNESS my hand and oflicial seal the clay and year in this certificate above ,vritten. i\lNJ.:TY-SEVl•:NTH SUl'l'IJ·:�•H'NT,\I. lNl)l;t->:TURF 1392921 JII I (NOTARIAL SEAL) /s/ Kathleen Bonilla Notary Name: Kathleen Bonilla Notary Public for the State of Washington Residing at Redmond, WA My commission expires 7/29/19
Instrument Number: 20180430001161 Document:MDT Rec: $92.00 Page-19 of 19 Record Date:4/30/2018 3:15 PM King County, WA A�Y \VRITl:'IG, TEXT, INITIALS, REVISIONS OR NOTARY SEAL Al'PEARING O\TSIDt: TIIESE MAHGJ�S MA\' DISQll,\LIFY TlllS llOCll�IEi\T FOR HECOllDl1',G STATE OF WA.S1-UNGTON COU\JTY OF KING ) ss. ) On this 27th day of April, 2018, before me, a Notary P1..1blic in and for the State of Washington, duly commissioned and sworn, personally appeared Samuel Osborne, to me known to be the Assistant Secretnry of Puget Sound Energy. Inc., a Washington corporation. the corporation named in and ,vhich 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 mcmioned, being authorized so to do. \V[TNESS my hand and official seal the clay and year in this certificate above writk:n. NINITY-Sl:Vl:NTI I Sl IPl'l 1-:Ml'NTAI INlll•:N'TI 1 1H: 139�')2130.1 (NOTARIAL SEAL) /s/ Kathleen Bonilla Notary Name: Kathleen Bonilla Notary Public for the State of Washington Residing at Redmond, WA My commission expires 7/29/19
