PUGET ENERGY, INC.,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Dated as of May 12, 2015
3.650% Senior Secured Notes due 2025
THIS FOURTH SUPPLEMENTAL INDENTURE (this "Fourth Supplemental Indenture") is
made as of the 12th day of May, 2015, by and between PUGET ENERGY, INC., a Washington corporation, as issuer (the "Company"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the
WHEREAS, the Company has heretofore entered into an Indenture, dated as of December 6, 2010 (the
"Original Indenture"), with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this reference and
the Original Indenture, as supplemented, including by this Fourth Supplemental Indenture, is herein called the "Indenture";
WHEREAS, under the Original Indenture, a new series of senior secured notes may at any time be established by the Board of Directors in
accordance with the provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a new series of senior secured notes which shall contain certain transfer
restrictions as described herein and a new series of senior secured notes which shall not contain such transfer restrictions;
the Company may (i) propose an exchange offer whereby the holders of such restricted senior secured notes may exchange such securities for non-restricted senior secured notes in accordance with the procedures described herein or (ii) file
a shelf registration statement with the Commission whereby the holders of such restricted senior secured notes may transfer such notes freely upon the effectiveness of such registration statement; and
WHEREAS, all things necessary to authorize the execution and delivery of this Fourth Supplemental Indenture and make it a valid and binding
agreement of the Company, in accordance with its terms, have been done.
NOW THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
SENIOR NOTES DUE 2025
SECTION 1.01 Establishment. There is hereby established a new series of senior secured notes to be
issued under the Indenture, to be designated as the Companys 3.650% Senior Secured Notes due 2025 (the "Initial Notes"), and a new series of senior secured notes to be issued under the Indenture upon an exchange of the Initial
Notes to be designated as the Companys 3.650% Exchange Senior Secured Notes due 2025 (the "Exchange Notes", and, collectively, with the Initial Notes, the "Notes").
There are to be authenticated and delivered $400,000,000 principal amount of Initial Notes and $400,000,000 principal amount of Exchange
Notes, and such principal amount of Notes may be increased from time to time pursuant to Section 3.01 of the Original Indenture. All Notes need not be issued at the same time and such series may be reopened at any time, without the consent of
any Holder, for issuances of additional Notes. Any such additional Notes will have the same interest rate, maturity and other terms as those initially issued. No Notes shall be authenticated and delivered in excess of the principal amount as so
increased, except as provided by Sections 2.03, 3.05, 3.06, 4.06 and 11.06 of the Original Indenture and the terms of this Fourth Supplemental Indenture. The Notes shall be issued in definitive fully registered form.
The form of the Trustees Certificate of Authentication for the Notes shall be substantially in the form set forth in Exhibit B hereto.
Each Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from
the most recent Interest Payment Date to which interest has been paid or duly provided for.
SECTION 1.02 Definitions. The following defined terms used herein shall, unless the
context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.
"Additional Interest" means all interest payable as a consequence of the failure to effectuate in a timely manner the
exchange offer and/or shelf registration procedures set forth in the Registration Rights Agreement.
"Bylaws" has the
meaning specified in Section 1.10(j).
"Change of Control" has the meaning specified in Section 1.10(j).
"Change of Control Date" has the meaning specified in Section 1.10(a).
"Change of Control Offer" has the meaning specified in Section 1.10(a).
"Change of Control Purchase Notice" has the meaning specified in Section 1.10(c).
"Change of Control Purchase Price" has the meaning specified in Section 1.10(a).
"Change of Control Repurchase Event" has the meaning specified in Section 1.10(j).
"Clearstream" means Clearstream Banking, société anonyme, Luxembourg.
"Company" has the meaning specified in the Preamble hereof.
"Comparable Treasury Issue" has the meaning specified in Section 1.09.