THIS FIFTH SUPPLEMENTAL INDENTURE (this Fifth Supplemental Indenture) is made as of the 19th day of May, 2020, 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 Trustee):
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 Fifth 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;
WHEREAS, 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 Fifth 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:
4.100% SENIOR NOTES DUE 2030
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 4.100% Senior Secured Notes due June 15, 2030 (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 4.100% Exchange Senior Secured Notes due June 15, 2030 (the Exchange Notes, and, collectively, with the Initial Notes, the Notes).
There are to be authenticated and delivered $650,000,000 principal amount of Initial Notes and $650,000,000 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 Fifth 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.