SC 13D

Stephen Mentzines — Director

MIP Canada GP
c/o Macquarie Infrastructure Partners
Canada GP Ltd.,
Canadian Pacific Tower
Toronto-Dominion Centre
100 Wellington Street West
P.O. Box 234, Suite 2200
Toronto ON M5K 1J3

Executive Director Macquarie Holdings (U.S.A.) Inc.

Macquarie North
American Limited

Canadian Pacific Tower
Toronto-Dominion Centre
100 Wellington Street West
P.O. Box 234, Suite 2200
Toronto ON M5K 1J3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C+Fp1lb3OrlprPOisjFbJ7Ldo2hm6EybkC3LQCes+vGvE2WbttwMC1LEuFcqqsgE SFFIopOU4Wzgo4bW8oRmcQ== 0000950123-07-016634.txt : 20071213 0000950123-07-016634.hdr.sgml : 20071213 20071213172825 ACCESSION NUMBER: 0000950123-07-016634 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071213 DATE AS OF CHANGE: 20071213 GROUP MEMBERS: CPP INVESTMENT BOARD (USRE II) INC. GROUP MEMBERS: MACQUARIE FSS INFRASTRUCTURE TRUST GROUP MEMBERS: MACQUARIE INFRASTRUCTURE PARTNERS A, L.P. GROUP MEMBERS: MACQUARIE INFRASTRUCTURE PARTNERS CANADA, L.P. GROUP MEMBERS: MACQUARIE INFRASTRUCTURE PARTNERS INTERNATIONAL, L.P. GROUP MEMBERS: PADUA INVESTMENT TRUST GROUP MEMBERS: PADUA MG HOLDINGS INC. GROUP MEMBERS: PIP2GV (PAD) LTD. GROUP MEMBERS: PIP2PX (PAD) LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PUGET ENERGY INC /WA CENTRAL INDEX KEY: 0001085392 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 911969407 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78005 FILM NUMBER: 071305348 BUSINESS ADDRESS: STREET 1: 10885 NE 4TH STREET CITY: BELLEVUE STATE: WA ZIP: 980045515 BUSINESS PHONE: 4254546363 MAIL ADDRESS: STREET 1: PO BOX 97034 CITY: BELLEVUE STATE: WA ZIP: 980099734 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Puget Holdings LLC CENTRAL INDEX KEY: 0001417364 IRS NUMBER: 261273439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/OMACQUARIE INFRASTRUCTURE PARTNERS INC STREET 2: 125 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-231-1000 MAIL ADDRESS: STREET 1: C/OMACQUARIE INFRASTRUCTURE PARTNERS INC STREET 2: 125 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Padua Holdings LLC DATE OF NAME CHANGE: 20071102 SC 13D 1 y44541sc13d.htm SCHEDULE 13D SC 13D



	OMB APPROVAL

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

PUGET ENERGY, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

745310102

(CUSIP Number)

Latham & Watkins LLP
53rd at Third
885 Third Avenue
New York, New York 10022-4834
Attn: Edward Sonnenschein, Esq.
David Kurzweil, Esq.
(212) 906-1200

with copies to:

Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Attn: Joseph Frumkin, Esq.
John O’Brien, Esq.
(212) 558-4000

Gowling Lafleur Henderson LLP
Suite 1600, 1 First Canadian Place
100 King Street West
Toronto, Ontario, Canada M5X 1G5
Attn: Nicholas E.J. Dietrich, Esq.
(416) 369-7288

McCullough O’Connor Irwin LLP
1100-888 Dunsmuir Street
Vancouver, British Columbia, Canada V6C 3K4
Attn: Jonathan W. McCullough, Esq.
(604) 687-7077

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 3, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		745310102

NAMES OF REPORTING PERSONS

Puget Holdings LLC (f/k/a Padua Holdings LLC)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

SOLE VOTING POWER

NUMBER OF

0 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER

0 shares*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO ***

* Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Padua Investors”). The Padua Investors are the direct or indirect owners of Padua. The Padua Investors severally acquired an aggregate of 12,500,000 shares of common stock of Puget Energy, Inc., a Washington corporation (“Puget”), on December 3, 2007 from Puget pursuant to a Stock Purchase Agreement, dated October 25, 2007 (the “Stock Purchase Agreement”), as described in Items 4 and 5 of this Schedule 13D. Concurrent with the execution of the Stock Purchase Agreement, Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), pursuant to which Padua will acquire all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. Padua expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Padua Investors and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that Padua is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Padua Investors.

** Based on the representation of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of common stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”). Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, Padua may be deemed to have shared power to vote and shared power to dispose of approximately 9.6% of the outstanding common stock of Puget.

*** Puget Holdings LLC (f/k/a Padua Holdings LLC) is a Delaware limited liability company.


CUSIP No.		745310102

NAMES OF REPORTING PERSONS

Macquarie Infrastructure Partners A, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

SOLE VOTING POWER

NUMBER OF

1,753,788 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,753,788 shares

WITH

SHARED DISPOSITIVE POWER

0 shares*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,753,788 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.3%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Macquarie Infrastructure Partners A, L.P., a Delaware limited partnership (“MIP A”), may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with MIP A, the “Padua Investors”) and Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”). The Padua Investors are the direct or indirect owners of Padua. The Padua Investors severally acquired an aggregate of 12,500,000 shares of common stock of Puget Energy, Inc., a Washington corporation (“Puget”), on December 3, 2007 from Puget pursuant to a Stock Purchase Agreement, dated October 25, 2007 (the “Stock Purchase Agreement”), as described in Items 4 and 5 of this Schedule 13D. Concurrent with the execution of the Stock Purchase Agreement, Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget have entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), pursuant to which Padua will acquire all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. MIP A expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors and Padua and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that MIP A is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors and Padua.

** Based on the representation of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of common stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”). Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, MIP A may be deemed to have shared power to vote and shared power to dispose of approximately 9.6% of the outstanding common stock of Puget.


CUSIP No.		745310102

NAMES OF REPORTING PERSONS

Macquarie Infrastructure Partners International, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

SOLE VOTING POWER

NUMBER OF

1,830,864 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,830,864 shares

WITH

SHARED DISPOSITIVE POWER

0 shares*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,830,864 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.4%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Macquarie Infrastructure Partners International, L.P., a Delaware limited partnership (“MIP I”), may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with MIP I, the “Padua Investors”) and Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”). The Padua Investors are the direct or indirect owners of Padua. The Padua Investors severally acquired an aggregate of 12,500,000 shares of common stock of Puget Energy, Inc., a Washington corporation (“Puget”), on December 3, 2007 from Puget pursuant to a Stock Purchase Agreement, dated October 25, 2007 (the “Stock Purchase Agreement”), as described in Items 4 and 5 of this Schedule 13D. Concurrent with the execution of the Stock Purchase Agreement, Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget have entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), pursuant to which Padua will acquire all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. MIP I expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors and Padua and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that MIP I is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors and Padua.

** Based on the representation of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of common stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”). Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, MIP I may be deemed to have shared power to vote and shared power to dispose of approximately 9.6% of the outstanding common stock of Puget.


CUSIP No.		745310102

NAMES OF REPORTING PERSONS

Macquarie Infrastructure Partners Canada, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario

SOLE VOTING POWER

NUMBER OF

393,158 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

393,158 shares

WITH

SHARED DISPOSITIVE POWER

0 shares*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

393,158 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Macquarie Infrastructure Partners Canada, L.P., an Ontario limited partnership (“MIP C”), may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners International, L.P., Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with MIP C, the “Padua Investors”) and Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”). The Padua Investors are the direct or indirect owners of Padua. The Padua Investors severally acquired an aggregate of 12,500,000 shares of common stock of Puget Energy, Inc., a Washington corporation (“Puget”), on December 3, 2007 from Puget pursuant to a Stock Purchase Agreement, dated October 25, 2007 (the “Stock Purchase Agreement”), as described in Items 4 and 5 of this Schedule 13D. Concurrent with the execution of the Stock Purchase Agreement, Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget have entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), pursuant to which Padua will acquire all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. MIP C expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors and Padua and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that MIP C is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors and Padua.

** Based on the representation of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of common stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”). Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, MIP C may be deemed to have shared power to vote and shared power to dispose of approximately 9.6% of the outstanding common stock of Puget.


CUSIP No.		745310102

NAMES OF REPORTING PERSONS

Macquarie FSS Infrastructure Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Australia

SOLE VOTING POWER

NUMBER OF

465,404 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

465,404 shares

WITH

SHARED DISPOSITIVE POWER

0 shares*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

465,404 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO ***

* Macquarie FSS Infrastructure Trust, an Australian trust (“MFIT”), may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners Canada, L.P., Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with MFIT, the “Padua Investors”) and Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”). The Padua Investors are the direct or indirect owners of Padua. The Padua Investors severally acquired an aggregate of 12,500,000 shares of common stock of Puget Energy, Inc., a Washington corporation (“Puget”), on December 3, 2007 from Puget pursuant to a Stock Purchase Agreement, dated October 25, 2007 (the “Stock Purchase Agreement”), as described in Items 4 and 5 of this Schedule 13D. Concurrent with the execution of the Stock Purchase Agreement, Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget have entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), pursuant to which Padua will acquire all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. MFIT expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors and Padua and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that MFIT is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors and Padua.

** Based on the representation of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of common stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”). Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, MFIT may be deemed to have shared power to vote and shared power to dispose of approximately 9.6% of the outstanding common stock of Puget.

*** Macquarie FSS Infrastructure Trust is an Australian trust.


CUSIP No.		745310102

NAMES OF REPORTING PERSONS

Padua MG Holdings Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

SOLE VOTING POWER

NUMBER OF

1,988,905 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,988,905 shares

WITH

SHARED DISPOSITIVE POWER

0 shares*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,988,905 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Padua MG Holdings Inc., a Delaware corporation (“PMGH”), may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie FSS Infrastructure Trust, CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with PMGH, the “Padua Investors”) and Holdings LLC, a Delaware limited liability company (“Padua”). The Padua Investors are the direct or indirect owners of Padua. The Padua Investors severally acquired an aggregate of 12,500,000 shares of common stock of Puget Energy, Inc., a Washington corporation (“Puget”), on December 3, 2007 from Puget pursuant to a Stock Purchase Agreement, dated October 25, 2007 (the “Stock Purchase Agreement”), as described in Items 4 and 5 of this Schedule 13D. Concurrent with the execution of the Stock Purchase Agreement, Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget have entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), pursuant to which Padua will acquire all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. PMGH expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors and Padua and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that PMGH is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors and Padua.

** Based on the representation of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of common stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”). Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, PMGH may be deemed to have shared power to vote and shared power to dispose of approximately 9.6% of the outstanding common stock of Puget.


CUSIP No.		745310102

NAMES OF REPORTING PERSONS

CPP Investment Board (USRE II) Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

SOLE VOTING POWER

NUMBER OF

3,517,612 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

3,517,612 shares

WITH

SHARED DISPOSITIVE POWER

0 shares*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,517,612 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.7%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* CPP Investment Board (USRE II) Inc., a Canadian corporation (“CPP”), may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with CPP, the “Padua Investors”) and Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”). The Padua Investors are the direct or indirect owners of Padua. The Padua Investors severally acquired an aggregate of 12,500,000 shares of common stock of Puget Energy, Inc., a Washington corporation (“Puget”), on December 3, 2007 from Puget pursuant to a Stock Purchase Agreement, dated October 25, 2007 (the “Stock Purchase Agreement”), as described in Items 4 and 5 of this Schedule 13D. Concurrent with the execution of the Stock Purchase Agreement, Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget have entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), pursuant to which Padua will acquire all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. CPP expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors and Padua and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that CPP is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors and Padua.

** Based on the representation of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of common stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”). Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, CPP may be deemed to have shared power to vote and shared power to dispose of approximately 9.6% of the outstanding common stock of Puget.


CUSIP No.		745310102

NAMES OF REPORTING PERSONS

Padua Investment Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia

SOLE VOTING POWER

NUMBER OF

1,758,806 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,758,806 shares

WITH

SHARED DISPOSITIVE POWER

0 shares*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,758,806 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.4%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO ***

* Padua Investment Trust, a trust governed by the laws of British Columbia (“PIT”), may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with PIT, the “Padua Investors”) and Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”). The Padua Investors are the direct or indirect owners of Padua. The Padua Investors severally acquired an aggregate of 12,500,000 shares of common stock of Puget Energy, Inc., a Washington corporation (“Puget”), on December 3, 2007 from Puget pursuant to a Stock Purchase Agreement, dated October 25, 2007 (the “Stock Purchase Agreement”), as described in Items 4 and 5 of this Schedule 13D. Concurrent with the execution of the Stock Purchase Agreement, Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget have entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), pursuant to which Padua will acquire all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. PIT expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors and Padua and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that PIT is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors and Padua.

** Based on the representation of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of common stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”). Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, PIT may be deemed to have shared power to vote and shared power to dispose of approximately 9.6% of the outstanding common stock of Puget.

*** Padua Investment Trust is a trust governed by the laws of British Columbia.


CUSIP No.		745310102

NAMES OF REPORTING PERSONS

PIP2PX (Pad) Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Alberta

SOLE VOTING POWER

NUMBER OF

490,707 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

490,707 shares

WITH

SHARED DISPOSITIVE POWER

0 shares*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

490,707 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO ***

* PIP2PX (Pad) Ltd., an Alberta corporation (“PIP2PX”), may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with PIP2PX, the “Padua Investors”) and Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”). The Padua Investors are the direct or indirect owners of Padua. The Padua Investors severally acquired an aggregate of 12,500,000 shares of common stock of Puget Energy, Inc., a Washington corporation (“Puget”), on December 3, 2007 from Puget pursuant to a Stock Purchase Agreement, dated October 25, 2007 (the “Stock Purchase Agreement”), as described in Items 4 and 5 of this Schedule 13D. Concurrent with the execution of the Stock Purchase Agreement, Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget have entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), pursuant to which Padua will acquire all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. PIP2PX expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors and Padua and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that PIP2PX is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors and Padua.

** Based on the representation of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of common stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”). Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, PIP2PX may be deemed to have shared power to vote and shared power to dispose of approximately 9.6% of the outstanding common stock of Puget.

*** PIP2PX (Pad) Ltd. is an Alberta corporation.


CUSIP No.		745310102

NAMES OF REPORTING PERSONS

PIP2GV (Pad) Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Alberta

SOLE VOTING POWER

NUMBER OF

300,756 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

300,756 shares

WITH

SHARED DISPOSITIVE POWER

0 shares*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

300,756 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO ***

* PIP2GV (Pad) Ltd., an Alberta corporation (“PIP2GV”), may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust and PIP2PX (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with PIP2GV, the “Padua Investors”) and Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”). The Padua Investors are the direct or indirect owners of Padua. The Padua Investors severally acquired an aggregate of 12,500,000 shares of common stock of Puget Energy, Inc., a Washington corporation (“Puget”), on December 3, 2007 from Puget pursuant to a Stock Purchase Agreement, dated October 25, 2007 (the “Stock Purchase Agreement”), as described in Items 4 and 5 of this Schedule 13D. Concurrent with the execution of the Stock Purchase Agreement, Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget have entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), pursuant to which Padua will acquire all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. PIP2GV expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors and Padua and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that PIP2GV is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors and Padua.

** Based on the representation of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of common stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”). Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, PIP2GV may be deemed to have shared power to vote and shared power to dispose of approximately 9.6% of the outstanding common stock of Puget.

*** PIP2GV (Pad) Ltd. is an Alberta corporation.

Item 1. Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the shares of common stock, $0.01 par value per share (the “Common Stock”), of Puget Energy, Inc., a Washington corporation (“Puget”). The principal executive offices of Puget are located at 10885 NE 4^th Street, Suite 1200, Bellevue, Washington 98004-5591.

Item 2. Identify and Background

This Schedule 13D is being filed jointly by Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), Macquarie Infrastructure Partners A, L.P., a Delaware limited partnership (“MIP A”), Macquarie Infrastructure Partners International, L.P., a Delaware limited partnership (“MIP I”), Macquarie Infrastructure Partners Canada, L.P., an Ontario limited partnership (“MIP C”), Macquarie FSS Infrastructure Trust, an Australian trust (“MFIT”), Padua MG Holdings Inc., a Delaware corporation (“PMGH”), CPP Investment Board (USRE II) Inc., a Canadian corporation (“CPP”), Padua Investment Trust, a trust governed by the laws of British Columbia (“PIT”), PIP2PX (Pad) Ltd., an Alberta corporation (“PIP2PX”), and PIP2GV (Pad) Ltd., an Alberta corporation (“PIP2GV” and collectively with MIP A, MIP I, MIP C, MFIT, PMGH, CPP, PIT and PIP2PX, the “Padua Investors”). Padua and the Padua Investors are collectively referred to herein as the “Reporting Persons”.

Padua’s principal business is the acquisition and holding of investments in Puget pursuant to the transactions described in Item 4 below. The Padua Investors are the direct or indirect owners of Padua. The address of the principal office of Padua is 125 West 55^th Street, Level 22, New York, NY 10019. Padua is governed by a Board of Managers. The name, business address, present principal employment and citizenship of each Manager of Padua is set forth in Schedule I attached hereto, which is incorporated herein by reference. Padua does not currently have any officers.

MIP A’s principal investment objective is to earn income directly or indirectly from infrastructure assets that are predominantly located in Canada and the United States. The business and purpose of MIP A is to fulfill the investment objective and to engage in such activities as its general partner deems necessary, advisable, convenient or incidental to such fulfillment. The address of the principal office of MIP A is 125 West 55^th Street, Level 22, New York, NY 10019. The general partner of MIP A is Macquarie Infrastructure Partners U.S. GP LLC (“MIP GP LLC”). The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of MIP GP LLC is set forth in Schedule II attached hereto, which is incorporated herein by reference.

MIP I’s principal investment objective is to earn income directly or indirectly from infrastructure assets that are predominantly located in Canada and the United States. The business and purpose of MIP I is to fulfill the investment objective and to engage in such activities as its general partner deems necessary, advisable, convenient or incidental to such fulfillment. The address of the principal office of MIP I is 125 West 55^th Street, Level 22, New York, NY 10019. The general partner of MIP A is MIP GP LLC. The name, jurisdiction of organization or

citizenship (as applicable), principal business or employment and principal office or business address of MIP GP LLC is set forth in Schedule II attached hereto, which is incorporated herein by reference.

MIP C’s principal investment objective is to earn income directly or indirectly from infrastructure assets that are predominantly located in Canada and the United States. The business and purpose of MIP C is to fulfill its investment objective and to engage in such activities as its general partner deems necessary, advisable, convenient or incidental to such fulfillment. The address of the principal office of MIP C is 125 West 55^th Street, Level 22, New York, NY 10019. The general partner of MIP C is Macquarie Infrastructure Partners Canada GP Ltd. (“MIP Canada GP”), a Canadian corporation. MIP Canada GP is a wholly owned subsidiary of Macquarie North America Limited (“MNAL”), a Canadian corporation. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of MIP Canada GP and MNAL, and the executive officers and directors of MIP Canada GP and MNAL is set forth in Schedule III attached hereto, which is incorporated herein by reference.

MFIT’s principal business is infrastructure investment. The address of the principal office of MFIT is Level 11, 1 Martin Place, Sydney, Australia NSW 2000. The responsible entity of MFIT is Macquarie Specialised Asset Management (“MSAM”). The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of the responsible entity of MSAM is set forth in Schedule IV attached hereto, which is incorporated herein by reference.

PMGH’s principal business is holding of investments in Puget and Padua. The sole shareholder of PMGH is Macquarie Holdings (U.S.A.) Inc., a Delaware corporation (“MHUSA”). MHUSA is wholly owned by Macquarie Equities (US) Holdings Pty Limited, an Australian corporation (“MEUSHPL”), which is wholly owned by Macquarie Group (US) Holdings No.1 Pty Limited, an Australian corporation (“MGUSHNPL”), which is wholly owned by Macquarie Capital International Holdings Pty Ltd, an Australian corporation (“MCIHPL”), which is wholly owned by Macquarie Capital Group Limited, an Australian Corporation (“MCGL”), which is wholly owned by Macquarie Financial Holdings Limited, an Australian corporation (“MFHL”), which is wholly owned by Macquarie Group Limited, an Australian corporation (“MGL”). The address of the principal office of PMGH and MHUSA is 125 West 55^th Street, Level 22, New York, NY 10019. The address of the principal offices of each of MEUSHPL, MGUSHNPL, MCIHPL, MCGL, MFHL and MGL is No. 1 Martin Place, Sydney, NSW 2000 Australia. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of each executive officer and director of PMGH and each executive officer and director of such persons ultimately controlling PMGH is set forth in Schedule V attached hereto, which is incorporated herein by reference.

CPP’s principal business is as an investment holding corporation. The address of the principal office of CPP is One Queen Street East, Suite 2600, P.O. Box 101, Toronto, Ontario, Canada M5C 2W5. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of each executive officer and director of CPP, each person controlling CPP and each executive officer and director of such

person ultimately controlling CPP is set forth in Schedule VI attached hereto, which is incorporated herein by reference.

Padua Investment Trust’s principal business is to acquire, hold, administer and dispose of the investment in Puget. The address of the principal office of PIT is c/o its Trustee 6860141 Canada Inc., British Columbia Investment Management Corporation, Sawmill Point, Suite 301-2940 Jutland Road, Victoria, British Columbia, Canada V8T 5K6. The Trustee of PIT is 6860141 Canada Inc. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of 6860141 Canada Inc. and each officer or director of 6860141 Canada Inc., each person controlling 6860141 Canada Inc. and each executive officer and director of such person ultimately controlling 6860141 Canada Inc. is set forth in Schedule VII attached hereto, which is incorporated herein by reference.

PIP2PX’s principal business is as an investment holding corporation. The address of the principal office of PIP2PX is 340 Terrace Building, 9515-107 Street, Edmonton, Alberta, Canada T5K 2C3. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of each director and the 100% shareholder of PIP2PX are set forth in Schedule VIII attached hereto, which is incorporated herein by reference.

PIP2GV’s principal business is as an investment holding corporation. The address of the principal office of PIP2GV is 340 Terrace Building, 9515-107 Street, Edmonton, Alberta, Canada T5K 2C3. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of each director and the 100% shareholder of PIP2GV are set forth in Schedule IX attached hereto, which is incorporated herein by reference.

During the last five years, neither the Reporting Persons, nor, to the knowledge of the Reporting Persons, any person listed on Schedules I-IX attached hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The cost of the acquisition of the 12,500,000 shares of Common Stock (the “Purchased Shares”) by the Padua Investors (as defined in Item 4 below) was $295,875,000, or $23.67 per Purchased Share. The Purchased Shares were acquired on December 3, 2007, as follows:


	Number of Shares of
	Common Stock
Name of Purchaser	Purchased		Total Purchase Price
Macquarie Infrastructure Partners A, L.P.		1,753,788	$	41,512,161.96


	Number of Shares of
	Common Stock
Name of Purchaser	Purchased		Total Purchase Price
Macquarie Infrastructure Partners International, L.P.		1,830,864	$	43,336,550.88

Macquarie Infrastructure Partners Canada, L.P.		393,158	$	9,306,049.86

Macquarie FSS Infrastructure Trust		465,404	$	11,016,112.68

Padua MG Holdings Inc.		1,988,905	$	47,077,381.35

CPP Investment Board (USRE II) Inc.		3,517,612	$	83,261,876.04

Padua Investment Trust		1,758,806	$	41,630,938.02

PIP2PX (Pad) Ltd.		490,707	$	11,615,034.69

PIP2GV (Pad) Ltd.		300,756	$	7,118,894.52

The sources of funds used to acquire the Purchased Shares were capital advances from equity holders of the Padua Investors and/or working capital of the Padua Investors.

Item 4. Purpose of the Transaction

Padua, Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”), a copy of which was filed as Exhibit 2.1 to a Form 8-K filed by Puget on October 29, 2007, File No. 01-16305, and is incorporated herein by reference. The description of the Merger Agreement set forth herein is qualified in its entirety by reference to the copy filed as Exhibit 2.1 to such Form 8-K.

Pursuant to the Merger Agreement, Merger Sub will merge with and into Puget (the “Merger”), with Puget continuing as the surviving corporation and as an indirect wholly owned subsidiary of Padua. At the effective time of the Merger each then outstanding share of Common Stock (excluding any shares of Common Stock owned by Padua and its subsidiaries and any shares of Common Stock in respect of which dissenter’s rights are perfected) will be converted automatically into the right to receive $30.00 in cash, without interest.

Concurrent with the execution of the Merger Agreement, Puget and the Padua Investors entered into a Stock Purchase Agreement, dated as of October 25, 2007 (the “Stock Purchase Agreement”), a copy of which was filed as Exhibit 10.1 to a Form 8-K filed by Puget on October 29, 2007, File No. 01-16305, and is incorporated herein by reference. The description of the Stock Purchase Agreement set forth herein is qualified in its entirety by reference to the copy filed as Exhibit 10.1 to such Form 8-K. The Stock Purchase Agreement and the Merger Agreement are separate transactions that include, among other things, different conditions to each party’s obligation to close the transaction and different termination rights. Under the terms of the Stock Purchase Agreement, the Padua Investors severally purchased an aggregate of 12,500,000 shares of Common Stock (the “Purchased Shares”) at a purchase price of $23.67 per share on December 3, 2007.

The Stock Purchase Agreement contains customary representations, warranties and covenants of Puget and the Padua Investors including, among others, covenants imposing confidentiality and standstill obligations on the Padua Investors, covenants imposing restrictions on the Padua Investors’ rights to transfer and vote the Purchased Shares during the pendency of the Merger Agreement, and indemnification obligations on the part of each party with respect to certain liabilities of the other parties incurred in connection with the transaction; provided that Puget will not be required to make any payments under this indemnification obligation unless and until the Merger Agreement is terminated. In addition, Puget has granted the Padua Investors registration rights with respect to the Purchased Shares following any termination of the Merger Agreement.

In addition, in connection with the transactions contemplated by the Merger Agreement, Padua, Padua Intermediate, MIP Padua Holdings, GP (the beneficial owners of MIP Padua Holdings, GP are Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners International, L.P. and Macquarie Infrastructure Partners Canada, L.P.), Macquarie Specialised Asset Management Limited as responsible entity for Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (the “Padua Members”) entered into a Commitment Letter, dated as of October 25, 2007 (the “Commitment Letter”). Pursuant to the Commitment Letter, each Padua Member shall contribute, or cause to be contributed, the Purchased Shares to Padua in satisfaction of a portion of its equity contribution amount once Padua gives written notice to the Padua Members that all conditions precedent to the obligations of Puget and Padua to consummate the Merger have been satisfied or waived by the party entitled to waive such conditions as provided in the Commitment Letter. Upon such satisfaction or waiver, the Commitment Letter also requires the Padua Members to provide Padua with funds sufficient, when aggregated with the Purchased Shares, to consummate the Merger. Pursuant to the Commitment Letter and the Merger Agreement, certain of these funds were deposited into an escrow account contemporaneously with the execution of the Merger Agreement to secure Pauda’s obligations to pay a Business Interruption Fee to Puget if the Merger Agreement were to be terminated under certain circumstances. Other amounts were deposited into an escrow account for the payment of certain transaction expenses of Paudua accrued in connection with the consummation of the transactions contemplated by the Merger Agreement.

To the knowledge of Padua, the Padua Investors intend to evaluate periodically the advisability of continuing to hold or selling the Purchased Shares or acquiring additional shares of Common Stock based upon the trading price of the Common Stock, the liquidity requirements of the Padua Investors and the progress of the Merger. In connection with these evaluations, the Padua Investors may study or prepare plans or proposals to facilitate dispositions of the Purchased Shares and may change their current intentions with respect to the Purchased Shares. Notwithstanding the foregoing, except in limited circumstances set forth in the Stock Purchase Agreement, the Padua Investors are prohibited from selling the Purchased Shares until the Merger Agreement is terminated. Any Padua Investor that individually or as part of a group owns 2% or more of the outstanding shares of Common Stock is prohibited from acquiring additional shares of Common Stock until 18 months after the termination of the Merger Agreement.

The Merger Agreement is expected to result in Padua owning all of the shares of Common Stock, par value $0.01 per share of Puget as the surviving corporation in the Merger, accompanied by a delisting and deregistration of such shares, a change in Puget’s board of directors and a change in Puget’s capitalization as a result of the indebtedness intended to be incurred in connection with

the Merger. Puget’s charter and bylaws will also be amended and restated upon consummation of the Merger.

The Merger Agreement grants Padua certain consent rights with respect to matters outside Puget’s ordinary course of business and as to certain specified matters. In addition, Puget and Padua may confer with respect to other business matters affecting the actions set forth in items (a) through (j) of Item 4 of the instructions to Schedule 13D.

Other than as described above, neither the Reporting Persons, nor, to the knowledge of the Reporting Persons, any person listed on Schedules I-IX attached hereto have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the instructions to Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals.

Item 5. Interest in Securities of the Issuer.

(a) As of December 3, 2007:

	•		MIP A shall be deemed to beneficially own the 1,753,788 shares of the Common Stock purchased by MIP A, over all of which shares MIP A has dispositive power and voting power. Such shares of Common Stock constitute 1.3% of the outstanding shares of the Common Stock based on the representations of Puget set forth in the Merger Agreement that 117,176,878 shares of common stock were outstanding as of October 23, 2007, and adding to that number the 12,500,000 shares of Common Stock issued in connection with the Stock Purchase Agreement (the “Declared Shares Outstanding”).

	•		MIP I shall be deemed to beneficially own the 1,830,864 shares of the Common Stock purchased by MIP I, over all of which shares MIP I has dispositive power and voting power. Such shares of Common Stock constitute 1.4% of the outstanding shares of the Common Stock based on the Declared Shares Outstanding.

	•		MIP C shall be deemed to beneficially own the 393,158 shares of the Common Stock purchased by MIP C, over all of which shares MIP C has dispositive power and voting power. Such shares of Common Stock constitute 0.3% of the outstanding shares of the Common Stock based on the Declared Shares Outstanding.

	•		MFIT shall be deemed to beneficially own the 465,404 shares of the Common Stock purchased by MFIT, over all of which shares MFIT has dispositive power and voting power. Such shares of Common Stock constitute 0.4% of the outstanding shares of the Common Stock based on the Declared Shares Outstanding.

	•		PMGH shall be deemed to beneficially own the 1,988,905 shares of the Common Stock purchased by PMGH, over all of which shares PMGH has dispositive power and voting power. Such shares of Common Stock constitute 1.5% of the outstanding shares of the Common Stock based on the Declared Shares Outstanding.

	•		CPP shall be deemed to beneficially own the 3,517,612 shares of the Common Stock purchased by CPP, over all of which shares CPP has dispositive power and voting power. Such shares of Common Stock constitute 2.7% of the outstanding shares of the Common Stock based on the Declared Shares Outstanding.

	•		PIT shall be deemed to beneficially own the 1,758,806 shares of the Common Stock purchased by PIT, over all of which shares PIT has dispositive power and voting power. Such shares of Common Stock constitute 1.4% of the outstanding shares of the Common Stock based on the Declared Shares Outstanding.

	•		PIP2PX shall be deemed to beneficially own the 490,707 shares of the Common Stock purchased by PIP2PX, over all of which shares PIP2PX has dispositive power and voting power. Such shares of Common Stock constitute 0.4% of the outstanding shares of the Common Stock based on the Declared Shares Outstanding.

	•		PIP2GV shall be deemed to beneficially own the 300,756 shares of the Common Stock purchased by PIP2GV, over all of which shares PIP2GV has dispositive power and voting power. Such shares of Common Stock constitute 0.2% of the outstanding shares of the Common Stock based on the Declared Shares Outstanding.

As a result of the matters described in Item 4 above, the Reporting Persons may be deemed to be a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, each of the Reporting Persons may be deemed to beneficially own the 12,500,000 shares of Common Stock that are collectively owned by the Padua Investors. Such shares of Common Stock constitute 9.6% of the issued and outstanding shares of Common Stock based on the Declared Shares Outstanding. Under Section 13(d)(3) of the Exchange Act and based on the number of Declared Shares Outstanding, the Reporting Persons may be deemed to have shared power to vote and shared power to dispose of such shares of Common Stock that may be beneficially owned by the Padua Investors. However, (i) no Reporting Person is entitled to any rights as a shareholder of Puget as to those shares of Common Stock not owned by such Reporting Person and (ii) each of the Reporting Persons expressly disclaims any beneficial ownership of such shares of Common Stock other than those shares held directly by such Reporting Person, as reported above.

(b) The description set forth in Item 5(a) above is incorporated by reference in its entirety into this Item 5(b).

(c) Other than in connection with the Stock Purchase Agreement, the Reporting Persons and the persons listed on Schedules I-IX attached hereto have not effected any transactions in the Common Stock in the past sixty days.

(d) To the knowledge of each Reporting Person, such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock owned by such Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Merger Agreement, the Stock Purchase Agreement and the Commitment Letter (each of which is described in Item 4, which descriptions are incorporated into this Item 6 by reference) are incorporated by reference in their entirety into this Item 6. The descriptions set forth in Item 4 above are incorporated by reference in their entirety into this Item 6.

Except as described herein, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed on Schedules I-IX attached hereto, is a party to any contract, arrangement, understanding or relationship with respect to any securities of Puget, including but not limited to the transfer or voting of any securities of Puget, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits


Exhibit		Description
1		Joint Filing Agreement, dated as of December 13, 2007, by and among the Reporting Persons.
2		Agreement and Plan of Merger, dated as of October 25, 2007, by and among Puget Holdings LLC (f/k/a Padua Holdings LLC), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.) and Puget Energy, Inc. (incorporated herein by reference to Exhibit 2.1 to the Form 8-K filed on October 29, 2007, File No. 01-16305).
3		Stock Purchase Agreement, dated as of October 25, 2007, by and among Puget Energy, Inc., Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie Specialised Asset Management Limited as responsible entity for Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed on October 29, 2007, File No. 01-16305).
4		Commitment Letter, dated as of October 25, 2007, by and among MIP Padua Holdings, GP, Macquarie Specialised Asset Management Limited as responsible entity for Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 13, 2007




PUGET HOLDINGS LLC (f/k/a PADUA HOLDINGS LLC)

By:		/s/ Christopher Leslie

Name:		Christopher Leslie
Title:		Manager

MACQUARIE INFRASTRUCTURE PARTNERS A, L.P., by its general partner
MACQUARIE INFRASTRUCTURE PARTNERS U.S. GP LLC, by its manager and attorney-in-fact
MACQUARIE INFRASTRUCTURE PARTNERS INC.


By:		/s/ Robert Lawsky

Name:		Robert Lawsky
Title:		Assistant Secretary

By:		/s/ Mark Wong

Name:		Mark Wong
Title:		Treasurer

MACQUARIE INFRASTRUCTURE PARTNERS CANADA, L.P., by its general partner
MACQUARIE INFRASTRUCTURE PARTNERS CANADA GP LTD, by its manager and attorney-in-fact
MACQUARIE INFRASTRUCTURE PARTNERS INC.


By:		/s/ Robert Lawsky

Name:		Robert Lawsky
Title:		Assistant Secretary

By:		/s/ Mark Wong

Name:		Mark Wong
Title:		Treasurer

MACQUARIE INFRASTRUCTURE PARTNERS INTERNATIONAL, L.P., by its general partner
MACQUARIE INFRASTRUCTURE PARTNERS U.S. GP LLC, by its manager and attorney-in-fact
MACQUARIE INFRASTRUCTURE PARTNERS INC.


By:		/s/ Robert Lawsky

Name:		Robert Lawsky
Title:		Assistant Secretary

By:		/s/ Mark Wong

Name:		Mark Wong
Title:		Treasurer

MACQUARIE FSS INFRASTRUCTURE TRUST


By:		MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED in its capacity as responsible entity of MACQUARIE FSS INFRASTRUCTURE TRUST


By:		/s/ Gregory Osborne

Name:		Gregory Osborne
Title:		Chief Executive Officer

PADUA MG HOLDINGS INC.


By:		/s/ Alan James

Name:		Alan James
Title:		Director

By:		/s/ Robinson Kupchak

Name:		Robinson Kupchak
Title:		Director

CPP INVESTMENT BOARD (USRE II), INC.


By:		/s/ Mark D. Wiseman

Name:		Mark D. Wiseman
Title:		Authorized Signatory

By:		/s/ Graeme F. Bevans

Name:		Graeme F. Bevans
Title:		Authorized Signatory

6860141 CANADA INC. as Trustee of PADUA INVESTMENT TRUST


By:		/s/ Lincoln Webb

Name:		Lincoln Webb
Title:		President

PIP2PX (PAD) LTD


By:		/s/ William McKenzie

Name:		William McKenzie
Title:		President and Director

PIP2GV (PAD) LTD


By:		/s/ William McKenzie

Name:		William McKenzie
Title:		President and Director

EX-99.1 2 y44541exv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Puget Energy, Inc., a Washington corporation, unless and until a Reporting Person shall give written notice to the other Reporting Persons that it wishes to make separate Schedule 13D filings. The undersigned hereby further agree that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

SIGNATURES

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 13^th day of December 2007.

PUGET HOLDINGS LLC (f/k/a PADUA HOLDINGS LLC)


By:		/s/ Christopher Leslie

Name:		Christopher Leslie
Title:		Manager

MACQUARIE INFRASTRUCTURE PARTNERS A, L.P., by its general partner MACQUARIE INFRASTRUCTURE PARTNERS U.S. GP LLC, by its manager and attorney-in-fact MACQUARIE INFRASTRUCTURE PARTNERS INC.


By:		/s/ Robert Lawsky

Name:		Robert Lawsky
Title:		Assistant Secretary

By:		/s/ Mark Wong

Name:		Mark Wong
Title:		Treasurer

MACQUARIE INFRASTRUCTURE PARTNERS CANADA, L.P., by its general partner MACQUARIE INFRASTRUCTURE PARTNERS CANADA GP LTD, by its manager and attorney-in-fact MACQUARIE INFRASTRUCTURE PARTNERS INC.


By:		/s/ Robert Lawsky

Name:		Robert Lawsky
Title:		Assistant Secretary

By:		/s/ Mark Wong

Name:		Mark Wong
Title:		Treasurer

MACQUARIE INFRASTRUCTURE PARTNERS INTERNATIONAL, L.P., by its general partner MACQUARIE INFRASTRUCTURE PARTNERS U.S. GP LLC, by its manager and attorney-in-fact MACQUARIE INFRASTRUCTURE PARTNERS INC.


By:		/s/ Robert Lawsky

Name:		Robert Lawsky
Title:		Assistant Secretary

By:		/s/ Mark Wong

Name:		Mark Wong
Title:		Treasurer

MACQUARIE FSS INFRASTRUCTURE TRUST


By:		MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED in its capacity as responsible entity of MACQUARIE FSS INFRASTRUCTURE TRUST

By:		/s/ Gregory Osborne

Name:		Gregory Osborne
Title:		Chief Executive Officer

PADUA MG HOLDINGS INC.


By:		/s/ Alan James

Name:		Alan James
Title:		Director

By:		/s/ Robinson Kupchak

Name:		Robinson Kupchak
Title:		Director

CPP INVESTMENT BOARD (USRE II), INC.


By:		/s/ Mark D. Wiseman

Name:		Mark D. Wiseman
Title:		Authorized Signatory

By:		/s/ Graeme F. Bevans

Name:		Graeme F. Bevans
Title:		Authorized Signatory

6860141 CANADA INC. as Trustee of PADUA INVESTMENT TRUST


By:		/s/ Lincoln Webb

Name:		Lincoln Webb
Title:		President

PIP2PX (PAD) LTD


By:		/s/ William McKenzie

Name:		William McKenzie
Title:		President and Director

PIP2GV (PAD) LTD


By:		/s/ William McKenzie

Name:		William McKenzie
Title:		President and Director

Schedule I

The name, business address, present principal employment and citizenship of each Manager of Padua is set forth below.


		Present Principal
Name	Business Address	Employment	Citizenship
Christopher Leslie — Manager	MIP Padua Holdings, GP 125 West 55th Street, Level 22 New York, NY 10019	Macquarie Capital Funds, Inc.	Great Britain / Australia

Mark Wong — Alternate Manager	MIP Padua Holdings, GP 125 West 55th Street, Level 22 New York, NY 10019	Macquarie Capital Funds, Inc.	Australia

Greg Osborne — Manager	Macquarie Specialised Asset Management Limited as responsible entity for Macquarie FSS Infrastructure Trust Level 11, 1 Martin Place Sydney NSW 2000 Australia	Macquarie Capital Funds.	Australia

David Luboff — Alternate Manager	Macquarie Specialised Asset Management Limited as responsible entity for Macquarie FSS Infrastructure Trust Level 11, 1 Martin Place Sydney NSW 2000 Australia	Macquarie Capital Funds	Australia

Alan James — Manager	Padua MG Holdings Inc. 125 West 55th Street, Level 22 New York, NY 10019	Senior Managing Director, Macquarie Holdings (USA) Inc.	Australia

Robinson Kupchak — Alternate Manager	Padua MG Holdings Inc. 125 West 55th Street, Level 22 New York, NY 10019	Division Director, Macquarie Holdings (USA) Inc.	United States of America



Graeme Bevans — Manager	CPP Investment Board (USRE II) Inc. One Queen Street East, Suite 2600 P.O. Box 101 Toronto, Ontario Canada M5C 2W5	Vice President and Head of Infrastructure Investments of Canada Pension Plan Investment Board	Australia

Mark Wiseman — Alternate Manager	CPP Investment Board (USRE II) Inc. One Queen Street East, Suite 2600 P.O. Box 101 Toronto, Ontario Canada M5C 2W5	Senior Vice President — Private Investments of Canada Pension Plan Investment Board	Canada

Lincoln Webb — Manager	Padua Investment Trust c/o 6860141 CANADA INC. Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, British Columbia Canada V8T 5K6	British Columbia Investment Management Corporation Vice President — Private Placements	Canada

Richard Dinneny — Alternate Manager	Padua Investment Trust c/o 6860141 CANADA INC. Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, British Columbia Canada V8T 5K6	Portfolio Manager for Direct Investments at British Columbia Investment Management Corporation	Canada

William McKenzie — Manager	PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. 340 Terrace Building 9515-107 Street Edmonton, Alberta Canada T5K 2C3	Head, Infrastructure and Timber Investments, Alberta Investment Management	Canada

Benjamin Hawkins — Alternate Manager	PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. 340 Terrace Building 9515-107 Street Edmonton, Alberta Canada T5K 2C3	Portfolio Manager, Infrastructure Investments, Alberta Investment Management	Canada

Schedule II

The name, business address, present principal business and jurisdiction of organization of the general partner of MIP A and MIP I is set forth below.


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business	Organization
Macquarie Infrastructure Partners U.S. GP LLC	125 West 55^th Street, New York, NY 10019	To (a) serve as general partner of Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners B, L.P., Macquarie Infrastructure Partners B Holdings, L.P., and Macquarie Infrastructure Partners International, L.P.; (b) engage in any and all other lawful acts and activities for which limited liabilities companies may be formed under the Delaware Limited Liability Company Act; and (c) engage in any and all activities necessary or incidental to any of the foregoing.	State of Delaware

Schedule III

The name, business address, present principal business or employment and jurisdiction of organization or citizenship of MIP Canada GP and MNAL and the executive officers and directors of MIP Canada GP and MNAL is set forth below.


		Present Principal
	Principal Office or	Business or	Jurisdiction of
Name	Business Address	Employment	Organization/Citizenship

Macquarie Infrastructure Partners Canada GP Ltd.	Canadian Pacific Tower Toronto-Dominion Centre 100 Wellington Street West P.O. Box 234, Suite 2200 Toronto ON M5K 1J3	To (a) serve as general partner of Macquarie Infrastructure Partners Canada, L.P.; (b) engage in any and all other lawful acts and activities for which corporations may be formed under the Canada Business Corporations Act; and (c) engage in any and all activities necessary or incidental to any of the foregoing.	Canada

Christopher Leslie — Director and President	MIP Padua Holdings, GP 125 West 55th Street, Level 22 New York, NY 10019	Macquarie Capital Funds, Inc.	Great Britain / Australia

Mark Wong — Director and Secretary	MIP Padua Holdings, GP 125 West 55th Street, Level 22 New York, NY 10019	Macquarie Capital Funds, Inc.	Australia

Gregory Smith — Director	MIP Canada GP c/o Macquarie Infrastructure Partners Canada GP Ltd., Canadian Pacific Tower Toronto-Dominion Centre 100 Wellington Street West P.O. Box 234, Suite 2200 Toronto ON M5K 1J3		Canada

Schedule IV

The name, business address, present principal business and jurisdiction of organization of the responsible entity of MFIT is set forth below.


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business	Organization
Macquarie Specialised Asset Management (as Responsible Entity for Macquarie-FSS Infrastructure Trust)	L11 No 1 Martin Place Sydney NSW 2000 Australia	Infrastructure Investment	Australia

Schedule V

The name, business address, present principal employment and citizenship of each executive officer and director of PMGH and each executive officer and director of such person ultimately controlling PMGH is set forth below.

Padua MG Holdings Inc.


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business or Employment	Organization/Citizenship
Alan James	125 West 55^th Street, 22^nd Floor, New York, NY 10019	Senior Managing Director Macquarie Holdings (U.S.A.) Inc.	Australia

Murray Bleach	125 West 55^th Street, 22^nd Floor, New York, NY 10019	Executive Director; Office Head — US Macquarie Holdings (U.S.A.) Inc.	Australia

Robinson Kupchak	125 West 55^th Street, 22^nd Floor, New York, NY 10019	Division Director Macquarie Holdings (U.S.A.) Inc.	United States of America

Kathleen Hahn	125 West 55^th Street, 22^nd Floor, New York, NY 10019	Division Director; Head of Corporate Affairs Group (US) Macquarie Holdings (U.S.A.) Inc.	Australia

Christine Rivera	125 West 55^th Street, 22^nd Floor, New York, NY 10019	Manager Macquarie Holdings (U.S.A.) Inc.	United States of America

Macquarie Holdings (U.S.A.) Inc.


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business or Employment	Organization/Citizenship
Murray Bleach	125 West 55^th Street, 22^nd Floor, New York, NY 10019	Executive Director; Office Head — US Macquarie Holdings (U.S.A.) Inc.	Australia

Luke Sullivan	125 West 55^th Street, 22^nd Floor, New York, NY 10019	Executive Director Macquarie Holdings (U.S.A.) Inc.	Australia

Stephen Mentzines	125 West 55^th Street, 22^nd Floor, New York, NY 10019	Executive Director Macquarie Holdings (U.S.A.) Inc.	Australia

Kathleen Hahn	125 West 55^th Street, 22^nd Floor, New York, NY 10019	Division Director; Head of Corporate Affairs Group (US) Macquarie Holdings (U.S.A.) Inc.	Australia

Christine Rivera	125 West 55^th Street, 22^nd Floor, New York, NY 10019	Manager Macquarie Holdings (U.S.A.) Inc.	United States of America

Macquarie Equities (US) Holdings Pty Limited


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business or Employment	Organization/Citizenship
Gregory C. Ward	No. 1 Martin Place, Sydney, NSW 2000 Australia	Chief Financial Officer Macquarie Group Limited	Australia

Roy S. Laidlaw	No. 1 Martin Place, Sydney, NSW 2000 Australia	Executive Director Macquarie Group Limited	Australia

Stuart J. Dyson	No. 1 Martin Place, Sydney, NSW 2000 Australia	Financial Controller Macquarie Group Limited	Australia

Macquarie Group (US) Holdings No.1 Pty Limited


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business or Employment	Organization/Citizenship
Gregory C. Ward	No. 1 Martin Place, Sydney, NSW 2000 Australia	Chief Financial Officer Macquarie Group Limited	Australia

W. Richard Sheppard	No. 1 Martin Place, Sydney, NSW 2000 Australia	Deputy Managing Director Macquarie Group Limited	Australia

Stuart J. Dyson	No. 1 Martin Place, Sydney, NSW 2000 Australia	Financial Controller Macquarie Group Limited	Australia

Macquarie Capital International Holdings Pty Ltd


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business or Employment	Organization/Citizenship
Nicholas Moore	No. 1 Martin Place, Sydney, NSW 2000 Australia	Executive Director Macquarie Group Limited	Australia

Gregory C. Ward	No. 1 Martin Place, Sydney, NSW 2000 Australia	Chief Financial Officer Macquarie Group Limited	Australia

Michael Carapiet	No. 1 Martin Place, Sydney, NSW Australia 2000	Executive Director Macquarie Group Limited	Australia

Michael Price	No. 1 Martin Place, Sydney, NSW Australia 2000	Executive Director Macquarie Group Limited	Australia

Macquarie Capital Group Limited (f/k/a Macquarie Capital Group Pty Limited)


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business or Employment	Organization/Citizenship
Stuart J. Dyson	No. 1 Martin Place,	Financial Controller	Australia
	Sydney, NSW 2000	Macquarie Group Limited
	Australia

Stephen Allen	No. 1 Martin Place,	Executive Director	Australia
	Sydney, NSW 2000	Macquarie Group Limited
	Australia

John Roberts	No. 1 Martin Place,	Executive Director	New Zealand. (Australian Resident)
	Sydney, NSW 2000	Macquarie Group Limited
	Australia

Nicholas Moore	No. 1 Martin Place,	Executive Director	Australia
	Sydney, NSW 2000	Macquarie Group Limited
	Australia

Gregory C. Ward	No. 1 Martin Place,	Chief Financial Officer	Australia
	Sydney, NSW 2000	Macquarie Group Limited
	Australia

Michael Price	No. 1 Martin Place,	Executive Director	Australia
	Sydney, NSW 2000	Macquarie Group Limited
	Australia

Macquarie Financial Holdings Limited


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business or Employment	Organization/Citizenship
W. Richard Sheppard	No. 1 Martin Place,	Deputy Managing Director	Australia
	Sydney, NSW 2000	Macquarie Group Limited
	Australia

Gregory C. Ward	No. 1 Martin Place,	Chief Financial Officer	Australia
	Sydney, NSW 2000	Macquarie Group Limited
	Australia

Stuart J. Dyson	No. 1 Martin Place,	Financial Controller	Australia
	Sydney, NSW 2000	Macquarie Group Limited.
	Australia

Macquarie Group Limited


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business or Employment	Organization/Citizenship
David S. Clarke —	No. 1 Martin Place,	Non-executive Chairman	Australia
Non-executive Chairman	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

Laurence G. Cox —	No. 1 Martin Place,	Executive Director	Australia
Executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

Peter M. Kirby —	No. 1 Martin Place,	Non-executive Director	Australia
Non-executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia


	Principal Office or	Present Principal	Jurisdiction of
Name	Business Address	Business or Employment	Organization/Citizenship
Catherine B. Livingstone —	No. 1 Martin Place,	Non-executive Director	Australia
Non-executive	Sydney, New South	Macquarie Group Limited
Director	Wales 2000,
	Australia

H. Kevin McCann —	No. 1 Martin Place,	Non-executive Director	Australia
Non-executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

John R. Niland —	No. 1 Martin Place,	Non-executive Director	Australia
Non-executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

Helen M. Nugent —	No. 1 Martin Place,	Non-executive Director	Australia
Non-executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

Peter H. Warne —	No. 1 Martin Place,	Non-executive Director	Australia
Non-executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

Allan E. Moss —	No. 1 Martin Place,	Managing Director and	Australia
Managing Director and	Sydney, New South	Chief Executive Officer
Chief Executive Officer	Wales 2000,	Macquarie Group Limited
	Australia

Andrew J. Downe —	No. 1 Martin Place,	Executive Director	Australia
Executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

Gregory C. Ward —	No. 1 Martin Place,	Chief Financial Officer	Australia
Chief Financial Officer	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

J. Kimberley Burke —	No. 1 Martin Place,	Executive Director	Australia
Executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

Michael Carapiet —	No. 1 Martin Place,	Executive Director	Australia
Executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

Nicholas W. Moore —	No. 1 Martin Place,	Executive Director	Australia
Executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

Nicholas R. Minogue —	No. 1 Martin Place,	Executive Director	Australiha
Executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

Peter J. Maher —	No. 1 Martin Place,	Executive Director	Australia
Executive Director	Sydney, New South	Macquarie Group Limited
	Wales 2000,
	Australia

W. Richard Sheppard —	No. 1 Martin Place,	Deputy Managing Director	Australia
Deputy Managing	Sydney, New South	Macquarie Group Limited
Director	Wales 2000,
	Australia

Schedule VI

The name, business address, present principal employment and citizenship of each executive officer and director, each person controlling CPP and each executive officer and director of such person ultimately controlling CPP is set forth below.

CPP Investment Board (USRE II) Inc.*


		Principal Office	Present Principal	Jurisdiction of
		or Business	Business or	Organization/
Name	Position	Address	Employment	Citizenship
David Denison	Director and Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	President and CEO of Canada Pension Plan Investment Board (“CPPIB”) and President of CPP	Canada

John Butler	Director and Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Senior Vice President — General Counsel and Corporate Secretary of CPPIB and Secretary of CPP	Canada

Myra Libenson	Director and Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Chief Operations Officer of CPPIB and Treasurer of CPP	Canada


*		All voting securities of CPP are held by CPPIB.

Canada Pension Plan Investment Board**


		Principal Office	Present Principal	Jurisdiction of
		or Business	Business or	Organization/
Name	Position	Address	Employment	Citizenship
Robert Astley	Director	c/o One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Director of CPPIB and former President of Sun Life Financial Canada	Canada

Gail Cook-Bennett	Director	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Chairperson of CPPIB	Canada

Ian Bourne	Director	Suite 605 505 - 3^rd Street S.W. Calgary, AB T2P 3E6	Director of CPPIB and retired Executive Vice-President and CFO of TransAlta Corporation	Canada


Germaine Gibara	Director	1470 Peel Street, Suite 200 Montréal, Québec H3A 1T1	President and CEO of Avvio Management Inc.	Canada

Peter Hendrick	Director	c/o One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Director of CPPIB and former Executive Vice-President of Investments and Chief Investment Officer of Mackenzie Financial Corporation	Canada

William Philip MacDougall	Director	137 Queen Street, Suite 303 Charlottetown, PEI C1A 4B3	President of MacDougall Consulting	Canada

Dale Parker	Director	c/o One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Director of CPPIB and former CEO of the British Columbia Financial Institutions Commission, Bank of British Columbia, and Workers’ Compensation Board of British Columbia	Canada

Geraldine Sinclair	Director	#102-577 Great Northern Way Vancouver, BC V5T 1E1	Executive Director of Masters of Digital Media Program at Centre for Digital Media	Canada

Helen Sinclair	Director	55 University Avenue, Suite 1800 Toronto, ON M5J 2H7	CEO of Bankworks Trading Inc.	Canada

Ronald Smith	Director	c/o One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Director of CPPIB and former Senior Vice-President and CFO of Emera, Inc.	Canada

David Walker	Director	203 Grenfell Blvd. Winnipeg, Manitoba R3P 0B8	President of West-Can Consultants Ltd. and W.C. Investments Ltd.	Canada


Murray Wallace	Director	c/o One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Chairman and CEO of Park Street Capital Corporation	Canada

David Denison	Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	President and CEO of CPPIB and President of CPP	Canada

John Butler	Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Senior Vice President — General Counsel and Corporate Secretary of CPPIB and Secretary of CPP	Canada

Ian Dale	Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Senior Vice President — Communications and Stakeholder Relations of CPPIB	Canada

Graeme Eadie	Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Senior Vice President — Real Estate Investments of CPPIB	Canada

John Ilkiw	Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Senior Vice President — Portfolio Design and Risk Management of CPPIB	Canada

Myra Libenson	Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Chief Operations Officer of CPPIB and Treasurer of CPP	Canada

Donald Raymond	Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Senior Vice President — Public Market Investments of CPPIB	Canada

David Wexler	Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Senior Vice President — Human Resources of CPPIB	Canada

Mark Wiseman	Executive Officer	One Queen Street East, Suite 2600, Toronto, ON M5C 2W5	Senior Vice President — Private Investments of CPPIB	Canada


**		CPPIB is a crown corporation created by the Canada Pension Plan Investment Board Act. CPPIB’s principal business is as an investment holding corporation. All voting securities of CPPIB are held by the Minister of Finance on behalf of Her Majesty the Queen in Right of Canada. CPPIB’s principal business address is One Queen Street East, Suite 2600, Toronto, ON M5C 2W5.

Schedule VII

The name, business address, present principal employment and citizenship of each officer or director of 6860141 Canada Inc., the Trustee of PIT, and of the sole shareholder of 6860141 Canada Inc., is set forth below.


		Present Principal
	Principal Office or	Business or	Jurisdiction of
Name	Business Address	Employment	Organization/Citizenship
British Columbia Investment Management Corporation (“bcIMC”)	Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC’s business is to act as a trust company authorized to carry on trust business and investment management services.	British Columbia. bcIMC is an entity created by legislative act of the Government of British Columbia and exists pursuant to the Public Sector Pension Plans Act SBC, 1999 c.44 (the “PSPPA”).

Sid Fattedad — Director	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — Director	Canada

Joan Axford — Director	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — Director	Canada

Ron McEachern — Director	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — Director	Canada

Frank Leonard — Director	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — Director	Canada

John Wilson — Director	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — Director	Canada

Anne Lippert — Director	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — Director	Canada


Joanne McLeod — Director	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — Director	Canada

Doug Pearce — CEO and CIO	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — CEO and CIO	Canada

Bryan Thomson — VP Equity Investments	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — VP Equity Investments	Canada

Paul Flanagan — VP Fixed Income	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — VP Fixed Income	Canada

Dean Atkins — VP Mortgages	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — VP Mortgages	Canada

Lincoln Webb — VP Private Placements	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — VP Private Placements	Canada

Chuck Swanson — VP Real Estate	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — VP Real Estate	Canada

Daryl Jones — VP Consulting and Client Services	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — VP Consulting and Client Services	Canada

David Woodward — VP Finance and Operations	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — VP Finance and Operations	Canada

Carol Iverson — VP Human Resources	c/o British Columbia Investment Management Corporation Sawmill Point, Suite 301 - 2940 Jutland Road Victoria, BC Canada V8T 5K6	bcIMC — VP Human Resources	Canada

The name, business address, present principal employment and citizenship of each officer or director of 6860141 Canada Inc., the Trustee of PIT, is set forth below.


		Present Principal
	Principal Office or	Business or	Jurisdiction of
Name	Business Address	Employment	Organization/Citizenship
Lincoln Webb Sole Director, Chair and President of 6860141 Canada Inc., Trustee of PIT	bcIMC Sawmill Point 3rd Floor 2940 Jutland Road Victoria, British Columbia V8T 5K6 Canada	Vice President — Private Placements	Canada

Robert des Trois Maisons, Vice President Legal Affairs and General Counsel of 6860141 Canada Inc., Trustee of PIT	bcIMC Sawmill Point 3rd Floor 2940 Jutland Road Victoria, British Columbia V8T 5K6 Canada	Vice President Legal Affairs and General Counsel	Canada

Rita Andreone, Assistant Secretary of 6860141 Canada Inc., Trustee of PIT	bcIMC Suite 1600 Cathedral Place 925 West Georgia Street Vancouver, British Columbia V6C 3L2	Lawson Lundell LLP — Partner	Canada

Schedule VIII

The name, business address, present principal employment and citizenship of each director and the 100% shareholder of PIP2PX is set forth below.


		Present Principal
	Principal Office or	Business or	Jurisdiction of
Name	Business Address	Employment	Organization/Citizenship
William McKenzie	340 Terrace Building 9515-107 Street Edmonton, Alberta Canada T5K 2C3	Head, Infrastructure and Timber Investments, Alberta Investment Management	Canada

Robert MacDonald	502 Terrace Building 9515-107 Street Edmonton, Alberta Canada T5K 2C3	Senior Manager, Private and Structured Investments Administration	Canada

Don Svitich	340 Terrace Building 9515-107 Street Edmonton, Alberta Canada T5K 2C3	Legal Counsel, Alberta Investment Management	Canada

Her Majesty the Queen in Right of Alberta, as represented by the Minister of Finance	340 Terrace Building 9515-107 Street Edmonton, Alberta Canada T5K 2C3	Sovereign Entity	Canada

Schedule IX

The name, business address, present principal employment and citizenship of each director and the 100% shareholder of PIP2GV is set forth below.


		Present Principal
	Principal Office or	Business or	Jurisdiction of
Name	Business Address	Employment	Organization/Citizenship
William McKenzie	340 Terrace Building 9515-107 Street Edmonton, Alberta Canada T5K 2C3	Head, Infrastructure and Timber Investments, Alberta Investment Management	Canada

Robert MacDonald	502 Terrace Building 9515-107 Street Edmonton, Alberta Canada T5K 2C3	Senior Manager, Private and Structured Investments Administration	Canada

Don Svitich	340 Terrace Building 9515-107 Street Edmonton, Alberta Canada T5K 2C3	Legal Counsel, Alberta Investment Management	Canada

Her Majesty the Queen in right of Alberta, as represented by the Minister of Finance	340 Terrace Building 9515-107 Street Edmonton, Alberta Canada T5K 2C3	Sovereign Entity	Canada

EX-99.4 3 y44541exv99w4.htm EX-99.4: COMMITMENT LETTER EX-99.4

Exhibit 4

COMMITMENT LETTER

This COMMITMENT LETTER (this “Agreement”), dated as of October 25, 2007, by and among MIP Padua Holdings, GP, Macquarie Specialised Asset Management Limited as responsible entity for Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Investors”), on the one hand, and Padua Holdings LLC, a Delaware limited liability company (“Parent”), and Padua Intermediate Holdings Inc., a Washington corporation (“Intermediate Holdings”), on the other hand.

RECITALS

WHEREAS, the Investors constitute all of the members of Parent, who collectively represent 100% of the ownership interests in Parent;

WHEREAS, Parent owns 100% of the stock of Intermediate Holdings;

WHEREAS, Parent, Padua Intermediate Holdings Inc., a Washington corporation, and Puget Energy, Inc., a Washington corporation (the “Company”), intend to enter into an Agreement and Plan of Merger, dated as of October 25, 2007, in the form attached hereto as Exhibit A (the “Merger Agreement”), pursuant to which Parent is agreeing to acquire the Company through the merger (the “Merger”) of an indirect wholly-owned subsidiary of Parent (“Merger Sub”) with and into the Company whereby the Company will become an indirect wholly-owned subsidiary of Parent (the “Surviving Corporation”); and

WHEREAS, MIP Padua Holdings, GP, Macquarie Specialised Asset Management Limited as responsible entity for Macquarie FSS Infrastructure Trust, Padua MG Holdings Inc., CPP Investment Board (USRE II) Inc., Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (each, a “SPA Investor”) and the Company intend to enter into a Stock Purchase Agreement, dated as of October 25, 2007, in the form attached hereto as Exhibit B (the “Stock Purchase Agreement”), pursuant to which the SPA Investors are agreeing to purchase from the Company newly issued shares of common stock of the Company as set forth in the Stock Purchase Agreement (the “Purchased Shares”).

NOW, THEREFORE, in consideration of the premises and as an inducement for Parent to enter into the Merger Agreement, the parties hereto agree as follows:

Section 1. Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement.

Section 2. The Commitment.

(a) Parent shall give written notice to the Investors at such time as all conditions precedent to the obligations of the Company and Parent to consummate the Closing as set forth in Article VIII of the Merger Agreement have been satisfied or waived by the party entitled to waive such conditions (other than any conditions that by

their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) and such notice shall include the expected date of the Closing, which shall be no earlier than the fifteenth (15^th) business day following the date of such notice, and each Investor’s Investor Contribution Amount and Investor Loan Amount. Each Investor, severally and not jointly, irrevocably promises and agrees that within fifteen (15) business days after receipt of such notice it shall:

(i) make a deposit in immediately available funds:

(A) to an account in the name of the Parent at a bank designated by Parent no later than one (1) business day prior to the Closing Date in an amount (with respect to each Investor, such Investor’s “Investor Contribution Amount,” which includes its Initial Contribution Amount) equal to (I) the product of (x) the aggregate contribution amount in U.S. dollars, to be determined by Macquarie Securities (USA) Inc. in its reasonable discretion (the “Aggregate Contribution Amount”) and (y) such Investor’s percentage ownership interest in Parent as set forth on Exhibit C attached hereto (with respect to each Investor, such Investor’s “Investor Equity Percentage”) minus (II) any cash amounts previously contributed by such Investor to Parent and/or Escrow Agent (as defined in Section 2(c) below) and any amounts drawn under Letter(s) of Credit (as defined in Section 2(b) below) issued to Parent and/or Escrow Agent, in each case pursuant to Section 2(b) below; plus

(B) to an account in the name of Intermediate Holdings at a bank designated by Intermediate Holdings no later than one (1) business day prior to the Closing Date in an amount (with respect to each Investor, such Investor’s “Investor Loan Amount”) equal to (I) the product of (x) the aggregate loan amount in U.S. dollars, to be determined by Macquarie Securities (USA) Inc. in its reasonable discretion (the “Aggregate Loan Amount”) and (y) such Investor’s percentage loan amount to Intermediate Holdings as set forth on Exhibit C attached hereto; and

(ii) upon such deposit, provide written notice to Parent reaffirming its ability and willingness to fund its Investor Contribution Amount and its Investor Loan Amount at Closing and evidence of its deposits.

At Closing, each Investor, severally and not jointly, shall (i) contribute to Parent its Investor Contribution Amount (in cash and/or Purchased Shares, as discussed below), and such amounts shall be treated in full as an equity contribution to Parent, with each Investor’s ownership interest in Parent represented by certificated limited liability company interests (“Class A Interests”) and Investors being issued one Class A Interest for each US $20,000 contributed in cash, and a proportionate fraction of a Unit for amounts less than US $20,000 and (ii) loan to Intermediate Holdings its Investor Loan Amount and such Investor Loan Amount shall be treated in full as a loan to Intermediate Holdings, with each Investor’s loan to Intermediate Holdings represented by a promissory note in a form to be mutually agreed upon by the parties prior to the Closing.

Each SPA Investor shall contribute, or cause to be contributed, the Purchased Shares to Parent in satisfaction of a portion of its Investor Contribution Amount equal to the number of such Investor’s Purchased Shares multiplied by the Merger Consideration. The contribution of the Purchased Shares to Parent, taken together with the contribution of each Investor of the cash portion of the Investor Contribution Amount, is intended to be treated as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended.

(b) Each Investor, severally and not jointly, irrevocably promises and agrees that it shall reimburse Parent for its portion of certain expenses and fund its portion of the Default Amount (as defined below) and, in furtherance thereof, shall make or cause to be made an advance payment to Parent, as of the date hereof, in immediately available funds in an amount (with respect to each Investor, such Investor’s “Initial Contribution Amount”) equal to the sum of (I) the product of (A) US $130 million (the “Default Amount”) multiplied by (B) such Investor’s Investor Equity Percentage (for each Investor, the “Investor Default Amount”) plus (II) the product of (X) US $37.5 million (the “Expense Amount”) multiplied by (Y) such Investor’s Investor Equity Percentage. An amount equal to $1,000 multiplied by such Investor’s Investor Equity Percentage shall be deemed an equity contribution to Parent and the balance of such cash amounts shall be treated, until the Closing, as a pro-rata advancement of Parent expenses. At each Investor’s sole discretion, in lieu of all or a portion of its Initial Contribution Amount, such Investor may provide for the issuance of a letter or letters of credit in the form of Exhibit D (a “Letter of Credit”) of all or such portion of its Initial Contribution Amount that is reasonably acceptable to Parent from a U.S., Canadian or Australian bank or U.S. branch of a non-U.S. bank, which bank shall have a minimum rating of A- from Standard & Poor’s Ratings Services and A1 from Moody’s Investors Service, Inc. The Letter(s) of Credit must provide unconditionally for payment upon demand from time to time and (i) must be in favor of Parent in an amount up to the Expense Amount and (ii) must be in favor of Escrow Agent in an amount up to the Default Amount in accordance with Section 2(c). Any Investor that so provides a Letter of Credit shall be entitled upon notice to Parent, Escrow Agent and the other Investors at any time to replace such Letter of Credit with other Letter(s) of Credit or a cash deposit to an account designated by Parent (in the case of its portion of the Expense Amount) or to the Escrow Account (in the case of its portion of the Default Amount). Any Investor that provides cash for its Initial Contribution Amount shall be entitled upon notice to Parent, Escrow Agent and the other Investors at any time to replace such cash deposit with a Letter of Credit in favor of Parent (in the case of its portion of the Expense Amount) or a Letter of Credit in favor of Escrow Agent (in the case of its portion of the Default Amount). No Investor will be entitled to replace such cash deposit or letter of credit with cash or letter of credit of a lesser amount, unless and to the extent that such Investor has funded Parent or Escrow Agent in amounts in excess of its Expense Amount or Default Amount, as applicable, in which case such Investor will be entitled to the return of cash or reduction in letter of credit, as necessary, to return to the Investor, or reduce its letter of credit, by the excess amount that was funded. Following termination of the Merger Agreement, if the Escrow Agent shall release any amounts in the Escrow Account (as defined in Section 2(c) below) to Parent, Parent shall, subject to any applicable provisions of the Delaware Limited Liability Company Act (the “LLC Act”), promptly return to the Investors their

respective Initial Contribution Amounts, including any after-tax interest or other income earned by Parent in respect thereof, and/or consent to the termination of any Letter(s) of Credit issued in respect thereof. Upon Closing, any after-tax interest or other income earned by Parent in respect of an Investor’s Initial Contribution Amount shall be returned to the Investor net of tax within forty-five (45) days after the Closing. If the Merger Agreement is not entered into with the Company on or before November 9, 2007, any amounts deposited in the Escrow Account shall be returned to the Investor who deposited such amounts, and any amounts deposited in Parent’s account in respect of the Expense Amount shall be returned to the Investor who deposited such amounts, less such Investor’s pro rata share of the fees and expenses of The Bank of New York, and any Letter(s) of Credit shall be terminated after the pro rata share of the fees and expenses of The Bank of New York have been drawn upon.

(c) Parent shall cause immediately prior to the execution of the Merger Agreement a combination of an amount of cash or undrawn Letters of Credit equal to the Default Amount to be deposited into an escrow account (the “Escrow Account”) at The Bank of New York (“Escrow Agent”) pursuant to an escrow agreement in the form attached hereto as Exhibit E (the “Escrow Agreement”). Any Letters of Credit so deposited must provide unconditionally for payment upon demand from time to time by Escrow Agent in accordance with the Escrow Agreement.

(d) If the Company has a claim against Parent and/or Merger Sub under the Merger Agreement (a “Claim”), upon receipt of notice of any such Claim from the Company or upon Parent’s knowledge that the Company is actively pursuing or threatening to pursue any such Claim, Parent shall give prompt notice of such Claim to each of the Investors. If and to the extent (I) a court of competent jurisdiction (or other tribunal having jurisdiction) shall have rendered a final, non-appealable judgment in respect of the Company’s Claim or (II) Parent otherwise agrees in writing (which shall require the unanimous approval of the managers of the board of Parent) that an amount is due in respect of the Company’s Claim (each of (I) or (II), a “Liability”), Parent shall give written notice to the Investors that a Liability has been incurred and the amount of such Liability, and Parent shall promptly cause to be paid to the Company the amount of such Liability from amounts available in the Escrow Account. Each of Parent and the Investors expressly acknowledge and agree that no payment shall be made until a Liability has been established in accordance with this Section 2(d).

(e) No Investor shall have any obligation to make the contribution to Parent or the loan to Intermediate Holdings required under
Section 2(a) of this Agreement (i) unless and until all conditions precedent to the obligations of the Company and Parent to consummate the Closing as set forth in Article VIII of the Merger Agreement have been satisfied or waived by the party entitled to waive such conditions (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing); (ii) if Parent or Intermediate Holdings has materially breached its representations and warranties hereunder (which material breach is not curable within thirty (30) days from the day Parent is notified by any Investor of such breach); or (iii) to the extent the making of such contribution would cause such Investor’s aggregate contributions and loans under Section 2(a) and Section

2(b), as applicable, to exceed its Investor Commitment as set forth on Exhibit C (the “Investor Commitment Amount”), but only with respect to such portion that is in excess of such Investor’s Investor Commitment Amount. At Closing, Parent agrees that it will pay the amount required in respect of the Merger Consideration pursuant to the Merger Agreement only if it has funds to make such payment in its entirety and will not make any partial payment in respect thereof. Except as provided in Section 2(b) above, if any Investor (A) contributes its Investor Contribution Amount (or any portion of such amount) to Parent prior to the Closing or (b) loans its Investor Loan amount (or any portion of such amount) to or for the benefit of Intermediate Holdings prior to the Closing, Parent or Intermediate Holdings, as applicable, shall hold such amounts in trust for such Investor until immediately before the Closing and, if the Closing does not occur, Parent shall promptly return to such Investor, subject to the LLC Act, any amounts contributed and Intermediate Holdings shall promptly return to such Investor, subject to the Washington Business Corporation Act, any amounts loaned.

(f) Each SPA Investor, severally and not jointly, agrees to indemnify and hold harmless Parent and Intermediate Holdings from and against all losses, claims, damages and expenses Parent or Intermediate Holdings may suffer or incur as a result of a SPA Investor’s breach of its obligations under the Stock Purchase Agreement; provided, however, that in no event shall an SPA Investor’s liability pursuant to this Section 2(f) exceed its Investor Commitment Amount.

(g) Each of Parent, Intermediate Holdings and the Investors expressly acknowledges and agrees that (A) no liability pursuant to the Merger Agreement or this Agreement shall include any damages based on any theory of liability for any special, indirect, consequential (including lost profits) or punitive damages; (B) in no event shall the liability of Parent, Intermediate Holdings, Merger Sub or any Investor arising out of or relating to any material and willful breaches of the Merger Agreement and this Agreement exceed, in aggregate, the Default Amount, and (C) under no circumstances shall any Investor or advisor to Parent, Intermediate Holdings or Merger Sub have any liability arising out of or relating to any breaches in excess of the Default Amount.

(h) If the Company gives notice of a Claim to Parent, Parent shall not return any Investor Default Amounts to Investors until such time as there are no remaining Claims.

(i) Except as otherwise provided in the Limited Liability Company Agreement of Parent (the “LLC Agreement”), no Investor shall under any circumstances be required to (i) contribute to Parent any amount in excess of its Investor Contribution Amount or (ii) loan to Intermediate Holdings any amount in excess of its Investor Loan Amount.

Section 3. Representations and Warranties.

(a) As of the date hereof and as of the Closing, each Investor, severally but not jointly, represents and warrants to Parent and Intermediate Holdings as to itself as follows:

(i) Such Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full corporate or other power and authority to enter into this Agreement and to perform its obligations hereunder.

(ii) The execution and delivery of this Agreement by such Investor, and the performance of its obligations hereunder, have been duly authorized by all necessary corporate or other action on the part of such Investor.

(iii) Such Investor has duly executed and delivered this Agreement. Assuming due authorization, execution and delivery of this Agreement by Parent and the other Investors, this Agreement constitutes the valid and binding obligation of such Investor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights and the application of general principles of equity.

(iv) All consents, authorizations and other approvals of any governmental authority which are necessary for the execution and delivery of this Agreement by such Investor and the performance by it of its obligations hereunder have been obtained and are in full force and effect, final and not subject to any appeal, except for any consents, authorizations and other approvals contemplated by the Merger Agreement and the Stock Purchase Agreement.

(v) The execution, delivery and performance by such Investor of this Agreement will not conflict with or result in a violation or default under any contract, agreement, or law, statute, regulation, rule or order of any court or regulatory authority binding upon such Investor or any of its respective affiliates.

(vi) To the extent an Investor has entered into this Agreement in its capacity as a trustee or responsible entity for another entity (such other entity, the “Investor’s Trust”), such Investor (a) has full rights to indemnification or reimbursement from assets of such Investor’s Trust in connection with the performance of all of its obligations under this Agreement, including the payment or contribution of all funds required to be paid or contributed by such Investor hereunder, (b) no approval or consent by any governmental authority, third party or any other entity is necessary in order for such Investor to exercise its rights to indemnification or reimbursement from the assets of such Investor’s Trust in connection with the performance of its obligations under this Agreement, including the payment or contribution of all funds required to be paid or contributed by such Investor hereunder, and such Investor has not, and shall not, take or omit to take any action that would eliminate or limit such rights to indemnification or reimbursement, and (c) such Investor’s Trust or the beneficiaries of such Investor’s Trust has sufficient assets from which to satisfy all of such Investor’s obligations under this Agreement, including the payment or

contribution of all funds required to be paid or contributed by such Investor hereunder.

(b) As of the date hereof and as of the Closing, each of Parent and Intermediate Holdings represents and warrants to each Investor as follows:

(i) Parent is duly organized, validly existing and in good standing under the laws of Delaware and Intermediate Holdings is duly organized and validly existing under the laws of Washington. Each of Parent and Intermediate Holdings has full corporate power or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder. Each of Parent and Intermediate Holdings has provided each Investor a true, correct and complete copy of its certificate of formation or articles of incorporation, as applicable, which is in full force and effect.

(ii) The execution and delivery by each of Parent and Intermediate Holdings of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary limited liability or corporate company action on the part of Parent and Intermediate Holdings, as applicable.

(iii) Each of Parent and Intermediate Holdings has duly executed and delivered this Agreement. Assuming due authorization, execution and delivery of this Agreement by the Investors, this Agreement constitutes the valid and binding obligation of Parent and Intermediate Holdings, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights and the application of general principles of equity.

(iv) All consents, authorizations and other approvals of any governmental authority which are necessary for the execution and delivery of this Agreement by each of Parent and Intermediate Holdings and the performance by them of their obligations hereunder have been obtained and are in full force and effect, final and not subject to any appeal, except for any consents, authorizations and other approvals contemplated by the Merger Agreement and the Stock Purchase Agreement.

(v) The execution, delivery and performance of this Agreement by each of Parent and Intermediate Holdings will not conflict with or result in a violation or default under any contract, agreement, or law, statute, regulation, rule or order of any court or regulatory authority binding upon Parent, Intermediate Holdings or any of their respective affiliates.

(vi) Parent is a newly organized Delaware limited liability company and Intermediate Holdings is a newly organized Washington corporation, each of which has conducted no business except as is incident to the transactions

contemplated by this Agreement, the Merger Agreement and the Stock Purchase Agreement.

Section 4. Restriction on Use. Each of Parent and Intermediate Holdings shall segregate from its general funds any contributions or loans made by the Investors hereunder and, to the fullest extent permitted by law shall use such funds for the purpose, and only for the purpose, of Parent and Merger Sub to satisfy their respective obligations under the Merger Agreement, pay any related fees and expenses associated with the transactions contemplated by the Merger Agreement and for capital expenditures of the Company approved by Parent in its reasonable discretion.

Section 5. Termination. The obligations of the Investors under this Agreement shall terminate upon the earlier to occur of:

(a) thirty days after notice of termination of the Merger Agreement is given pursuant to Article IX thereof, unless prior to the close of business on the thirtieth day after such notice, the Investors receive written notice from Parent or the Company that the Company is actively pursuing a Claim, in which case this Agreement shall terminate upon the settlement or other determination of the last remaining Claim in accordance with Section 2(b) hereof; provided that the obligation of the Investors under Section 2(a) of this Agreement shall terminate upon the termination of the Merger Agreement; or

(b) the occurrence of the Closing under the Merger Agreement.

Notwithstanding the foregoing, this Agreement shall terminate if the Merger Agreement is not executed and delivered in the form attached hereto as Exhibit A or in such other form acceptable to all Investors by the parties thereto on or before November 9, 2007.

Section 6. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, each of the Parent, Intermediate Holdings and each Investor covenants, agrees and acknowledges that no Person other than Parent, Intermediate Holdings, the Investors and any assignee of any of the Investors shall have any obligations hereunder and Parent shall ensure in the Management Agreement and the Stock Purchase Agreement that the Company shall so covenant, agree and acknowledge. No recourse hereunder or under any documents or instruments delivered in connection herewith or in connection with this Agreement, the Merger Agreement or the Stock Purchase Agreement shall be had against any former, current or future director, officer, trustee, employee, agent, limited partner, manager, member, stockholder, affiliate or assignee of the Investors, Parent, Intermediate Holdings or Merger Sub or any former, current or future director, officer, trustee, employee, agent, limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by, any former, current or future director, officer, trustee, employee, agent, limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, trustee, employee, agent, limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, as such, for any obligation of the undersigned under this Agreement, the Merger

Agreement or the Stock Purchase Agreement or for any claim based on, in respect of or by reason of such obligation or its creation. In addition, each of Parent and each Investor covenants, agrees and acknowledges the terms of liability with respect to Trustees and Responsible Entities attached hereto as Exhibit G.

Section 7. Miscellaneous.

(a) For purposes of this Agreement, “affiliate” means: (i) with respect to any Person that is a Fund or holds shares for a Fund, any other Person or Fund or subsidiary of a Fund (other than a Fund which is or is proposed to be listed or quoted on an investment exchange with a purpose of effectively achieving an indirect listing or quotation of equity in Parent) which is advised by, or the business, operations or assets of which are managed (whether solely or jointly with others) from time to time by or whose parent is managed by, the manager or adviser of the Fund (or a Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, that manager or adviser); provided, however, (X) the term “adviser” shall mean an entity which provides a Person with advice in relation to the management of investments of that Person, which, in the case of a Fund (other than in relation to actually making decisions to implement such advice), is substantially the same as the services which would be provided by a manager of the Fund and such adviser effectively forms part of the structure of the Fund, except that Macquarie Bank Limited and its affiliates will not be treated as an adviser of a Fund solely as a result of any services provided or agreed to be provided by Macquarie Bank Limited or any of its affiliates to the Fund under an agreement pursuant to which those services are to be provided solely in relation to an investment by the Fund in Parent; (Y) the term “manager” with respect to any Fund shall mean any general partner, trustee, responsible entity, nominee, manager, adviser or other entity performing a similar function with respect to such Fund; and (Z) no Person which is or holds shares for a complying superannuation fund for the purposes of the Australian Superannuation Industry (Supervision) Act 1996 shall deemed to be an affiliate of any Person which is or holds shares for any other such Fund by reason of this definition; and (ii) with respect to any Person that is not a Fund and does not hold shares for a Fund, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. A “Fund” means any unit trust, investment trust, investment company, limited partnership, general partnership or other collective investment scheme, pension fund, insurance company or any body corporate or other entity, in each case, the business, operations or assets of which are managed professionally for investment purpose. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of securities, by contract or otherwise, which, for the avoidance of doubt, shall include through a Person’s capacity as general partner, trustee, “Responsible Entity,” nominee, manager or adviser or otherwise.

(b) This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and permitted assigns. Each Investor may, at its election and without the consent of any other Investor, Parent or Intermediate Holdings, assign its rights and obligations under this Agreement to

any affiliate of such Investor so long as any such affiliate has or acquires at the time of such assignment available funds or committed capital that equals or exceeds such Investor’s Investor Commitment Amount; provided that, without the written consent of each Investor, no such assignment shall relieve such Investor from any obligation under this Agreement; and provided further that, without the written consent of each Investor, no assignment shall adversely affect or delay or result in a need to re-file or seek any additional Company Required Statutory Approval or Parent Required Statutory Approval or otherwise have adverse tax effects on Parent, Intermediate Holdings or any Investor. Notwithstanding the foregoing, (i) PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. shall each be entitled to assign all or a portion of its rights and obligations (including the obligation to fund all or a part of its Investor Commitment Amount) under this Agreement to (a) the Province of Alberta or a person directly or indirectly controlling, controlled by or under common control with the Province of Alberta and (b) to any public sector pension plan on behalf of which Alberta Investment Management currently makes investments (provided that (x) a person directly or indirectly or under common control with the Province of Alberta shall continue to manage all rights and obligations hereunder to be transferred to such transferee and (y) such transfer does not have an adverse effect (economic or otherwise) on either the equity interests in Parent or the loans to Intermediate Holdings held by the other Investors), (ii) CPP Investment Board (USRE II) Inc. shall be entitled to assign all or a portion of its rights and obligations (including the obligation to fund all or a part of its Investment Commitment Amount) under this Agreement to any other subsidiary of Canada Pension Plan Investment Board or any successor thereto by statute or regulation, (provided that (x) a person directly or indirectly or under common control with the Canada Pension Plan Investment Board shall continue to manage all rights and obligations hereunder to be transferred to such transferee; and (y) such transfer does not have an adverse effect (economic or otherwise) on the equity interest in Parent held by the other Investors, (iii) Padua Investment Trust shall be entitled to assign all or a portion of its rights and obligations (including the obligation to fund all or a part of its Investment Commitment Amount) under this Agreement to (a) a person directly or indirectly controlled by British Columbia Investment Management Corporation (provided that (x) British Columbia Investment Management Corporation shall continue to manage all rights and obligations hereunder to be transferred to such transferee; and (y) such transfer does not have an adverse effect (economic or otherwise) on the equity interest in Parent held by the other Investors, and (iv) Padua MG Holdings Inc. shall be entitled to syndicate all or a portion of its rights and obligations (including the obligation to fund all or a part of its Investor Commitment Amount) under this Agreement for the period ending on the date that is the two-year anniversary of the Closing Date, provided that in the case of clause (i), (ii), (iii) or (iv) the assignee executes a commitment agreement in substantially the same form as this Agreement. Notwithstanding anything in this Section 7(b), Parent or Intermediate Holdings may, at their election and without consent of any Investor, make a security assignment of its rights under this Agreement to any lender providing financing to Parent, Intermediate Holdings or their permitted assigns in connection with the Merger Agreement (it being understood that any rights under this Agreement shall only be exercised by Parent, Intermediate Holdings or their permitted assigns and that no assignee pursuant to any security assignment shall be entitled to directly exercise any rights under this Agreement;

provided that no Investor shall be obliged to waive any rights or defenses it may have at law, in equity or under the terms of this Agreement and shall not be obliged to make payment of any amount otherwise payable by an Investor to any person other than Parent or Intermediate Holdings, as applicable; and provided further that Parent may not make any security assignment of the Purchased Shares.

(c) This Agreement, together with the LLC Agreement and the agreements referenced herein and therein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms.

(d) All notices and other communications required or permitted by this Agreement or by law to be served upon or given to a party hereto by any party hereto shall be addressed (i) if to Parent, as provided in the Merger Agreement, or (ii) if to the Investors, as provided in Exhibit F.

(e) This Agreement may not be amended or otherwise modified or terminated except by a written agreement signed by all parties hereto.

(f) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN NEW YORK.

(g) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. In addition, each party (i) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (ii) waives any claim of improper venue or any claim that the courts of the State of New York are an inconvenient forum for any action, suit or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby, (iii) agrees that it will not bring any action relating to this Agreement in any court other than the courts of the State of New York, (iv) agrees that the forum designated by this Section 7(g) has a reasonable relation to this Agreement and to the transactions contemplated by this Agreement, and (v) irrevocably appoints CT Corporation System, 111 8th Avenue, New York, NY 10011 as its agent for service of process in New York in connection with any such action, suit or proceeding and consents to such service of process being made through such agent, except that this clause (v) shall not apply to PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd.

(h) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS

LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(i) In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

(j) The terms, conditions, covenants, representations and warranties hereof may be waived only by a written instrument executed by the party waiving compliance. The failure of a party at any time or from time to time to require performance of any provisions hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by a party of any condition or any breach of any term, covenant, representation or warranty contained in this Agreement in any one or more instances shall be deemed to be, or be construed as, a further or continuing waiver of any such condition or breach of any other term, covenant, representation or warranty.

(k) No person other than the parties hereto, or their successors or permitted assigns, shall have any rights hereunder.

(l) This Agreement may be signed by facsimile or by emailing a pdf file and may be signed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same Agreement. This Agreement shall be effective only when signed by Parent and Investors representing 100% of the Aggregate Contribution Amount.

[Signatures Follow On Next Page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


PARENT:

PADUA HOLDINGS LLC

By:		/s/ Christopher Leslie

Name:		Christopher Leslie
Its:		Authorized Person


INTERMEDIATE HOLDINGS:

PADUA INTERMEDIATE HOLDINGS INC.

By:		/s/ Christopher Leslie

Name:		Christopher Leslie
Its:		Authorized Person


INVESTORS:


MIP PADUA HOLDINGS, GP

By:		/s/ Mark Wong

Name:		Mark Wong
Title:		Treasurer

By:		/s/ Robert Lawsky

Name:		Robert Lawsky
Title:		Secretary


PADUA MG HOLDINGS INC.

By:		/s/ Christina Rivera

Name:		Christina Rivera
Title:		Secretary

By:		/s/ Robinson Kupchak

Name:		Robinson Kupchak
Title:		Director


MACQUARIE FSS INFRASTRUCTURE TRUST
By: MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED in its capacity as responsible entity of MACQUARIE FSS INFRASTRUCTURE TRUST

By:		/s/ David Luboff

Name:		David Luboff
Title:		Attorney


PIP2PX (PAD) LTD

By:		/s/ William McKenzie

Name:		William McKenzie
Title:		Director

PIP2GV (PAD) LTD

By:		/s/ William McKenzie

Name:		William McKenzie
Title:		Director


CPP INVESTMENT BOARD (USRE II) INC.

By:		/s/ Mark D. Wiseman

Name:		Mark D. Wiseman
Title:		Authorized Signatory

By:		/s/ Graeme F. Bevans

Name:		Graeme F. Bevans
Title:		Authorized Signatory


6860141 CANADA INC. as Trustee of PADUA INVESTMENT TRUST

By:		/s/ Lincoln Webb

Name:		Lincoln Webb
Title:		President

EXHIBIT LIST


EXHIBIT A		Merger Agreement (not attached)


EXHIBIT B		Stock Purchase Agreement (not attached)


EXHIBIT C		Investor Commitments (attached)


EXHIBIT D		Form of Letter of Credit (not attached)


EXHIBIT E		Escrow Agreement (not attached)


EXHIBIT F		Notices (attached)


EXHIBIT G		Trustees and Responsible Entities (attached)

EXHIBIT C

INVESTOR COMMITMENTS


	OWNERSHIP			LOAN			INVESTOR
INVESTOR	INTEREST			PERCENTAGE			COMMITMENT

MIP Padua Holdings, GP		31.8225	%		31.8225	%	$	1,025,179,539.54

Macquarie Specialised Asset Management Limited as responsible entity for Macquarie FSS Infrastructure Trust		3.7232	%		3.7232	%	$	119,946,006.13

Padua MG Holdings Inc.		15.9112	%		15.9112	%	$	512,589,769.77

CPP Investment Board (USRE II) Inc.		28.1409	%		28.1409	%	$	906,575,101.64

Padua Investment Trust		14.0704	%		14.0704	%	$	453,287,550.82

PIP2PX (Pad) Ltd.		3.9257	%		3.9257	%	$	126,467,226.68

PIP2GV (Pad) Ltd.		2.4060	%		2.4060	%	$	77,512,171.19

EXHIBIT F

NOTICES


PARTY	NOTICE INFORMATION

PARENT	Padua Holdings LLC
	Level 22, 125 West 55th Street
	New York, NY 10019
	Attn: Christopher Leslie
	Phone: (212) 231-1686
	Fax: (212) 231-1828
	Email: Christopher.Leslie@macquarie.com

MIP Padua Holdings, GP	MIP Padua Holdings, GP
	Level 22, 125 West 55th Street
	New York, NY 10019
	Attn: Christopher Leslie
	Phone: (212) 231-1686
	Fax: (212) 231-1828
	Email: Christopher.Leslie@macquarie.com

Macquarie Specialised	Macquarie Specialised Asset Management Limited as
Asset Management	responsible entity for Macquarie FSS Infrastructure Trust
Limited as	Lvl 11, 1 Martin Place
responsible entity	Sydney NSW 2000
for Macquarie FSS	Australia
Infrastructure Trust	Attn: David Luboff; Andrew Ross; Kean Lim
	Phone: 61 2 8232 3422; 61 2 8232 2891; 61 2 8232 0450
	Fax: 61 2 8232 4713; 61 2 8232 4713; 61 2 8232 4713
	Email:	David.Luboff@macquarie.com;
		Andrew.Ross@macquarie.com; and
		Kean.Lim@macquarie.com

Padua MG Holdings Inc.	Padua MG Holding Inc.
	Level 26, 1345 Avenue of the Americas
	New York, NY 10019
	Attn: Robinson Kupchak
	Phone: (212) 231-4685
	Fax: (212) 231-1717
	Email: Robinson.Kupchak@macquarie.com


PARTY		NOTICE INFORMATION

CPP Investment Board		CPP Investment Board (USRE II) Inc.
(USRE II) Inc.		One Queen Street East, Suite 2600
		P.O. Box 101
		Toronto, Ontario
		Canada M5C 2W5
		Attn: Alan Kadic
		Phone: (416) 868-8569
		Fax: (416) 868-4755
		Email: akadic@cppib.ca

		Attn: Graeme Bevans
		Phone: (416) 868-8603
		Fax: (416) 868-4755
		Email: gbevans@cppib.ca

Padua Investment Trust		6860141 CANADA INC.,
		as trustee of Padua Investment Trust
		BC Investment Management Corporation
		Sawmill Point, Suite 301 -2940 Jutland Road
		Victoria, British Columbia
		Canada V8T 5K6
		Attn: Lincoln Webb
		Phone: (250) 387-7556
		Fax: (250) 387-2770
		Email: lincoln.webb@bcimc.com

PIP2PX (Pad) Ltd. and		PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd.
PIP2GV (Pad) Ltd		340 Terrace Building
		9515-107 Street
		Edmonton, Alberta
		Canada T5K 2C3
		Attn: Bill McKenzie
		Phone: (780) 427-6468
		Fax: (780) 422-0257
		Email: bill.mckenzie@gov.ab.ca

EXHIBIT G

LIABILITY OF TRUSTEES AND RESPONSIBLE ENTITIES

1. If (i) a Person (“Trustee”) enters into this Agreement as trustee or responsible entity of a trust (“its Trust”) and (ii) the Trustee notifies the Company or another party that it is acting as trustee or responsible entity of its Trust, the following provisions shall apply in respect of the Trustee and its Trust:

(i)		the Trustee enters into this Agreement and holds limited liability company interests only in its capacity as responsible entity or trustee (as applicable) of its Trust and in no other capacity. To the fullest extent permitted by law, liability arising under or in connection with this Agreement or the Certificate of Formation is limited to, and can be enforced against the Trustee only to, the extent to which it can be satisfied out of the assets of its Trust out of which the Trustee is actually indemnified for such liability. To the fullest extent permitted by law, this limitation of the Trustee’s liability applies despite any other provision of this Agreement or the Certificate of Formation and extends to all liabilities and obligations of the relevant party in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Agreement or the Certificate of Formation;

(ii)		to the fullest extent permitted by law, no party may sue the Trustee in any capacity other than as responsible entity or trustee (as applicable) of its Trust, including to seek the appointment of a receiver (except in relation to property of its Trust), a liquidator, an administrator, or any similar person to the Trustee or prove in any bankruptcy, insolvency, liquidation, administration or arrangement of or affecting the Trustee (except in relation to property of its Trust);

(iii)		the provisions of this clause 1 do not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under the agreement governing its Trust or by operation of law there is a reduction in the extent of the Trustee’s indemnification out of the assets of its Trust, as a result of the Trustee’s fraud, negligence or breach of trust;

(iv)		no attorney, agent, receiver or receiver and manager appointed in accordance with this Agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability, and no act or omission of any such person will be considered fraud, negligence or breach of trust of the relevant party for the purpose of clause 1(iii);

(v)		the Trustee warrants to each party to this Agreement that it has the rights of indemnification referred to in clause 1(i) (the “Trustee Indemnity”); and

(vi)		the Trustee warrants to each party to this Agreement that it has not done and has omitted to do, and undertakes that it will not, during the term of this Agreement, do or omit to do, anything which has or would limit, affect, amend or in any manner whatsoever restrict the Trustee Indemnity.

2. For the avoidance of doubt, Section 1 above applies to each representation and warranty given by the Trustee in Section 3(a), including those given in respect of its Trust in Section 3(a)(vi).

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