EXHIBIT 4.63
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SUPPLEMENTAL INDENTURE NO. 2
AMONG
XCEL ENERGY INC.
(A MINNESOTA CORPORATION),
NORTHERN STATES POWER
COMPANY
(A MINNESOTA CORPORATION)
AND
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION (FORMERLY, NORWEST
BANK MINNESOTA, NATIONAL ASSOCIATION)
TRUSTEE
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DATED AS OF
AUGUST 18, 2000
SUPPLEMENTAL TO INDENTURE
MADE AS OF JULY 1, 1999
AND
SUPPLEMENTAL INDENTURE NO. 1
MADE AS OF JULY 15, 1999
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TABLE OF CONTENTS
PAGE
PARTIES........................................................................1
RECITALS.......................................................................1
ARTICLE I......................................................................2
SECTION 1.1...............................................................2
SECTION 1.2...............................................................2
ARTICLE II.....................................................................3
SECTION 2.1...............................................................3
ARTICLE III....................................................................3
SECTION 3.1...............................................................3
SECTION 3.2...............................................................3
ARTICLE IV.....................................................................3
SECTION 4.1...............................................................3
SECTION 4.2...............................................................3
SECTION 4.3...............................................................3
SECTION 4.4...............................................................4
SECTION 4.5...............................................................4
SECTION 4.6...............................................................4
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SUPPLEMENTAL INDENTURE NO. 2, made as of the 18th day of August, 2000,
by and among XCEL ENERGY INC. (formerly, Northern States Power Company), a
corporation duly organized and existing under the laws of the State of Minnesota
(the "Company"), NORTHERN STATES POWER COMPANY (formerly, Northern Power
Corporation), a corporation duly organized and existing under the laws of the
State of Minnesota (the "Successor"), WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION (formerly, Norwest Bank Minnesota, National Association) a national
banking association organized and existing under the laws of the United States,
as trustee (the "Trustee"):
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered its
Indenture (hereinafter referred to as the "Original Indenture"), made as of July
1, 1999;
WHEREAS, the Company has heretofore executed and delivered a
Supplemental Indenture No. 1 (the Original Indenture and the Supplemental
Indenture No. 1 are hereinafter referred to collectively as the "Indenture"),
made as of July 15, 1999, which created a series of Securities designated
"6.875% Senior Notes, Series due 2009";
WHEREAS, Section 12.1 of the Indenture provides that the Company and
the Trustee may enter into indentures supplemental thereto for the purposes,
among others, of evidencing the succession of another corporation to the
Company, and the assumption by such successor of the covenants of the Company in
the Indenture and in the Securities;
WHEREAS, the Company and the Successor are parties to an Assignment and
Assumption Agreement dated as of August 18, 2000 (the "Agreement") pursuant to
which the Company shall convey substantially all of its assets to the Successor
other than the capital stock of certain of the Company's subsidiaries which the
Company owns (the "Conveyance of Assets") and the Successor shall assume
substantially all of the liabilities of the Company, including liabilities
created under the Indenture (the "Assumption of Liabilities");
WHEREAS, each of the Company and the Successor is a corporation validly
existing under the laws of the State of Minnesota;
WHEREAS, the Board of Directors of Successor has duly authorized the
assumption of all the covenants, conditions, liabilities and obligations of the
Company under the Indenture;
WHEREAS, immediately after consummation of the Conveyance of Assets and
Assumption of Liabilities in accordance with the Agreement, no Event of Default
(as defined in the Indenture) shall have occurred and be continuing;
WHEREAS, Article XI of the Indenture permits the Company to sell,
transfer or otherwise dispose all of or substantially all of the assets of the
Company, provided that the Person (as defined in the Indenture) which receives
all or substantially all of the assets pursuant to such sale, transfer or other
disposition shall expressly assume, by an indenture supplemental to the
Indenture, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of and premium and
interest on all of the Securities, and the performance of every covenant of the
Indenture on the part of the Company to be performed or observed; and
WHEREAS, the Trustee has duly determined to execute this Supplemental
Indenture No. 2 and to be bound, insofar as it may lawfully do so, by the
provisions hereof.
NOW THEREFORE, THIS INDENTURE WITNESSETH: The Successor, in
consideration of the premises and of one dollar duly paid to it by the Trustee
at or before the execution and delivery of these presents, the receipt of which
is hereby acknowledged, and in order to secure the payment, of both the
principal and interest, of all Securities at any time outstanding according to
their tenor and effect and the performance of and compliance with the covenants
and conditions contained in the Indenture, covenants and agrees with the Trustee
for the equal and proportionate benefit of the holders from time to time of the
Securities, as follows:
ARTICLE I.
RELATION TO INDENTURE; DEFINITIONS
SECTION 1.1. This Supplemental Indenture No. 2 constitutes an integral
part of the Indenture.
SECTION 1.2. For all purposes of this Supplemental Indenture No. 2:
(a) Capitalized terms used herein without definition shall have
the meanings specified in the Indenture;
(b) All references herein to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and
Sections of this Supplemental Indenture No. 2; and
(c) The terms "hereof," "herein," "hereby," "hereto," "hereunder"
and "herewith" refer to this Supplemental Indenture No. 2.
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ARTICLE II.
CONVEYANCE AND ASSUMPTION
SECTION 2.1. In accordance with the terms of the Indenture, the
Successor hereby assumes all the liabilities and obligations of the Company
under the Securities and the Indenture and agrees to pay, duly and punctually,
the principal of and premium and interest on the Securities, and agrees to
perform and fulfill all the covenants and conditions of the Company under the
Securities and Indenture; and the Successor shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under the Indenture
with the same effect as if the Successor had been named as the Company therein
and in the Securities; and the Company shall be relieved of all obligations,
liabilities, covenants and conditions under the Securities and the Indenture.
ARTICLE III.
AMENDMENT
SECTION 3.1. From and after the date of this Supplemental Indenture No.
2, the Indenture is hereby amended so that all references therein to "Northern
States Power Company" or the "Company" are hereby deemed to be references to the
new "Northern States Power Company" and any successor thereto.
SECTION 3.2. On and after the date of this Supplemental Indenture No.
2, each reference in the Indenture to "this Indenture," "hereunder," "hereof" or
words of like import referring to the Indenture, shall mean and be a reference
to the Indenture as amended hereby.
ARTICLE IV.
MISCELLANEOUS
SECTION 4.1. The recitals of fact herein, except the recital that the
Trustee has duly determined to execute this Supplemental Indenture No. 2 and be
bound, insofar as it may lawfully so do, by the provisions hereof and in the
Securities shall be taken as statements of the Company and the Successor and
shall not be construed as made by the Trustee.
SECTION 4.2. This Supplemental Trust Indenture shall be construed in
connection with and as a part of the Original Indenture, as supplemented by the
Supplemental Indenture No. 1 made as of July 15, 1999.
SECTION 4.3.
(a) If any provision of this Supplemental Indenture No. 2 limits,
qualifies, or conflicts with another provision of the
Indenture required to be included in indentures qualified
under the Trust Indenture Act of 1939 (as enacted prior to the
date of this Supplemental Indenture) by any of the provisions
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of Sections 310 to 317, inclusive, of the said Act, such
required provisions shall control.
(b) In case any one or more of the provisions contained in this
Supplemental Indenture No. 2 should be invalid, illegal, or
unenforceable in any respect, the validity, legality, and
enforceability of the remaining provisions contained herein
and therein shall not in any way be affected, impaired,
prejudiced, or disturbed thereby.
SECTION 4.4. Wherever in this Supplemental Indenture No. 2 the word
"Indenture" is used without the prefix, "Original" or "Supplemental," such word
was used intentionally to include in its meaning both the Original Indenture and
all indentures supplemental thereto.
SECTION 4.5. Wherever in this Supplemental Indenture No. 2 any of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Trust Indenture contained by or on behalf of the Company, by
or on behalf of the Successor or by or on behalf of the Trustee shall bind and
inure to the benefit of the respective successors, and assigns of such parties,
whether so expressed or not.
SECTION 4.6.
(a) This Supplemental Indenture No. 2 may be simultaneously
executed in several counterparts, and all said counterparts
executed and delivered, each as an original, shall constitute
but one and the same instrument.
(b) The Table of Contents and the descriptive headings of the
several Articles of this Supplemental Indenture were
formulated, used and inserted in this Supplemental Indenture
for convenience only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.
[The remainder of this page is intentionally blank.]
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IN WITNESS WHEREOF, XCEL ENERGY INC. (formerly NORTHERN STATES POWER
COMPANY) has caused this Supplemental Indenture No. 2 to be signed by its
President or a Vice President, and attested by its Secretary or an Assistant
Secretary, NORTHERN STATES POWER COMPANY (formerly Northern Power Corporation)
has caused this Supplemental Indenture No. 2 to be signed by its President or a
Vice President, and attested by its Secretary or an Assistant Secretary, and
WELLS FARGO BANK MINNESOTa, NATIONAL ASSOCIATION, has caused this Supplemental
Indenture No. 2 to be signed by its President, Vice President, Assistant Vice
President or authorized Corporate Trust Officer, and attested by an authorized
officer, this 18 day of August, 2000.
XCEL ENERGY INC.
By:
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Name: Paul E. Pender
Title: Vice President & Treasurer
ATTEST:
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Catherine J. Cleveland, Assistant Secretary
NORTHERN STATES POWER COMPANY
By:
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Name: Edward J. McIntyre
Title: Vice President & Chief Financial
Officer
ATTEST:
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Catherine J. Cleveland, Assistant Secretary
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, AS TRUSTEE
By:
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Name:
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Title:
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ATTEST:
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Name:
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Title:
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