exhibit41.htm


    Exhibit
      4.1

    


    AMENDMENT
      NO. 1 TO THE RIGHTS AGREEMENT

    


     

    This
Amendment
      No. 1 (this "Amendment") to the Rights Agreement dated
      as of December 21, 2000 (the "Rights Agreement") between Puget Energy,
      Inc., a Washington corporation (the "Company"), and Wells Fargo Bank, N.A.,
      as
      successor to Mellon Investor Services LLC, as Rights Agent (the "Rights Agent")
      is made as of October 25, 2007.

     

    WITNESSETH:

     

    WHEREAS,
      on or about October 25, 2007 the Company proposes to enter into that certain
      Agreement and Plan of Merger by and among the Company, Padua Holdings LLC,
      a
      Delaware limited liability company ("Parent"), Padua
      Intermediate Holdings Inc., a Washington corporation and wholly owned subsidiary
      of Parent, and Padua Merger Sub, Inc., a Washington corporation (the "Merger
      Agreement"), and the Stock Purchase Agreement by and among the Company and
      the
      purchasers named therein (the "Investors") (the "Stock Purchase
      Agreement");

     

    WHEREAS,
      following the consummation of the transactions contemplated by the Stock
      Purchase Agreement, the Investors together with their Affiliates and Associates
      will be a significant shareholder of the Company;

     

    WHEREAS,
      the Board of Directors of the Company (the "Board of Directors") believes that
      it is in the best interests of the Company and its shareholders that the
      transactions contemplated by the Merger Agreement and Stock Purchase Agreement
      be consummated on the terms set forth in such agreements;

     

    WHEREAS,
      the Board of Directors desires to amend the Rights Agreement such that the
      execution of the Merger Agreement and Stock Purchase Agreement and the
      consummation of the transactions contemplated thereby will not cause Parent,
      the
      Investors, or their respective Affiliates or Associates to become an Acquiring
      Person as a result of the acquisition of Common Shares pursuant to the Stock
      Purchase Agreement;

     

    WHEREAS,
      Section 26 of the Rights Agreement provides that at any time prior to the time
      any Person becomes an Acquiring Person, the Company may amend the Rights
      Agreement without approval of any holders of the Rights, in order to supplement
      or amend any provision thereunder as the Company directs;

     

    WHEREAS,
      this Amendment as set forth herein shall become effective immediately prior
      to
      the execution of the Merger Agreement and the Stock Purchase Agreement; provided
      that this Amendment shall not be effective if such agreements are not executed;
      and

     

    WHEREAS,
      capitalized terms used but not defined herein have the meanings assigned to
      such
      terms in the Rights Agreement;

     

    NOW,
      THEREFORE, in consideration of the recitals (which are deemed tobe a part of
      this Amendment) and agreements contained herein, the parties hereto agree to
      amend the Rights Agreement as follows:

     

    1.           The
      definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby
      amended and restated to read, from and after the date hereof, in its entirety
      as
      set forth below:

     

    "Acquiring
      Person" shall mean any Person who or which, alone or together with all
      Affiliates and Associates of such Person, shall be the Beneficial Owner of
      10%
      or more of the Common Shares then outstanding, but shall not include: (a) Puget
      Sound Energy, Inc., the Company, any Subsidiary of the Company, any employee
      benefit or compensation plan of the Company or of any of its Subsidiaries,
      or
      any Person holding Common Shares for or pursuant to the terms of any such
      employee benefit or compensation plan; (b) any Person who has become and is
      the
      Beneficial Owner of 10% or more of the Common Shares outstanding at the time
      solely as the result of (i) a change in the aggregate number of Common Shares
      outstanding since the last date on which such Person acquired Beneficial
      Ownership of any Common Shares, (ii) the acquisition by such Person or one
      or
      more of its Affiliates or Associates of Beneficial Ownership of additional
      Common Shares if such acquisition was made in the good faith belief that such
      acquisition would not (A) cause the Beneficial Ownership by such Person,
      together with its Affiliates and Associates, to equal or exceed 10% of the
      Common Shares outstanding at the time of such acquisition and such good faith
      belief was based on the good faith reliance on information contained in publicly
      filed reports or documents of the Company that are inaccurate or out-of-date
      or
      (B) otherwise cause a Distribution Date or the adjustment provided for in
      Section 11(a) to occur or (iii) the acquisition by such Person or one or more
      of
      its Affiliates or Associates of Beneficial Ownership of additional Common Shares
      if the Board of Directors of the Company determines that such acquisition was
      made in good faith without the knowledge by such Person or Affiliates or
      Associates that such Person would thereby become an Acquiring Person (which
      determination of the Board of Directors of the Company shall be conclusive
      and
      binding on such Person, the Rights Agent, the holders of the Rights and all
      other Persons); or (c) Padua Holdings LLC, a Delaware limited
      liability company ("Parent"), the investors named in that
      certain Stock Purchase Agreement, dated as of October 25, 2007, by and among
      the
      Company and such investors (the "Stock Purchase Agreement") or their respective
      Affiliates or Associates, but only as a result of the (i) acquisition of Common
      Shares pursuant to and in accordance with the Stock Purchase Agreement and
      (ii)
      the execution and delivery of, and the consummation of the transactions
      contemplated by, the Merger Agreement, dated as of October 25, 2007, by and
      among the Company, Parent, Padua Intermediate Holdings Inc., a Washington
      corporation and wholly owned subsidiary of Parent, and Padua Merger Sub, Inc.,
      a
      Washington corporation (the "Merger Agreement") or the Stock Purchase Agreement.
      Notwithstanding clause (b)(ii) or (b)(iii) of the prior sentence, if any Person
      that is not an Acquiring Person due to such clause (b)(ii) or (b)(iii) does
      not
      reduce its percentage of Beneficial Ownership of Common Shares to less than
      10%
      by the Close of business on the tenth calendar day after notice from the Company
      (the date of notice being the first day) that such Person's Beneficial Ownership
      of Common Shares would make it an Acquiring Person, such Person shall, at the
      end of such ten calendar day period, become an Acquiring Person (and such clause
      (b)(ii) or (b)(iii) shall no longer apply to such Person).  For
      purposes of this definition, the determination whether any Person acted in
      "good
      faith" shall be conclusively determined by the Board of Directors of the
      Company.

     

    2.           Notwithstanding
      Section 7(a) of the Rights Agreement, the Rights Agreement shall terminate
      and the Rights shall expire at the Effective Time, as defined in the Merger
      Agreement.

     

    3.           This
      Amendment shall become effective immediately prior to the execution of the
      Merger Agreement and the Stock Purchase Agreement; provided that this Amendment
      shall not be effective if such agreements are not executed.

     

    4.           Except
      as expressly amended hereby, the Rights Agreement remains in full force and
      effect.

     

    5.           This
      Amendment may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and their respective corporate seals to be hereunto affixed and
      attested, all as of the day and year first above written.

     

    


    PUGET
      ENERGY, INC.

    


    


    


    By:           /s/
      Steven P.
      Reynolds                                                      

    Name:      Steven
      P. Reynolds

    Title:        Chairman,
      President and
      CEO                                                                      [Corporate
      Seal]

    


    


    WELLS
      FARGO BANK, N.A.

    


    


    


    By:           /s/
      Barbara M.
      Novak                                                      

    Name:      Barbara
      M. Novak

    Title:        Vice
      President                                                                                                [Corporate
      Seal]