EXHIBIT 4.49
SUPPLEMENTAL TRUST INDENTURE
FROM
NORTHERN STATES POWER COMPANY
TO
HARRIS TRUST AND SAVINGS BANK
TRUSTEE
--------------------
DATED MAY 1, 1999
--------------------
SUPPLEMENTAL TO TRUST INDENTURE
DATED FEBRUARY 1, 1937
AND
SUPPLEMENTAL AND RESTATED
TRUST INDENTURE DATED
MAY 1, 1988
TABLE OF CONTENTS
Parties .................................................................................................1
Recitals ................................................................................................1
Form of Bonds of Resource Recovery Series Q..............................................................3
Form of Trustee's Certificate ...........................................................................6
Further Recitals.........................................................................................6
ARTICLE 1.
SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF
THE ORIGINAL INDENTURE.
Section 1.01 - Grant of certain property, including personal property to comply with the
Uniform Commercial Code, subject to permitted liens and other exceptions
contained in 1937 Indenture ..........................................................7
ARTICLE II
FORM AND EXECUTION OF BONDS OF RESOURCE RECOVERY
Section 2.01 - Terms of bonds .......................................................................8
Section 2.02 - Bonds deemed fully paid upon payment of Resource Recovery Refunding
Revenue Bonds .......................................................................9
Section 2-03 - Redemption provisions may be incorporated by reference ...............................9
Section 2.04 - Interchangeability of bonds........................................................9
Section 2.05 - Restriction on transfer of bonds when called for redemption ..........................9
Section 2.06 - Charges for exchange or transfer of bonds ............................................9
Section 2.07 - Execution of bonds ...................................................................9
ARTICLE III
REDEMPTION OF BONDS OF RESOURCE RECOVERY SERIES Q
Section 3.01 - Redemption of Bonds ..................................................................10
Section 3.02 - Payment in Redemption ................................................................10
ARTICLE IV
FINANCING STATEMENT TO COMPLY WITH THE
UNIFORM COMMERCLAL CODE.
Section 4.01 - Names and addresses of debtor and secured party.....................................11
Section 4.02 - Property subject to lien ...........................................................11
Section 4.03 - Maturity dates and principal amounts of obligations secured.........................11
Section 4.04 - Financing Statement adopted for all First Mortgage Bonds listed in
Section 4.03 .......................................................................11
Section 4.05 - Recording data for the 1937 Indenture and prior Supplemental Trust
Indentures .........................................................................11
Section 4.06 - Financing Statement covers additional series of First Mortgage Bonds................12
i
ARTICLE V
AMENDMENTS TO INDENTURE.
Section 5.01 - Consent of holders of Bonds...........................................................13
ARTICLE VI.
MISCELLANEOUS.
Section 6.01 - Recitals of fact, except as stated, are statements of the Company ....................13
Section 6.02 - Supplemental Trust Indenture to be construed as a part of the 1937
Indenture, as supplemented............................................................13
Section 6.03 - (a) Trust Indenture Act to control .......................................................13
- (b) Severability of conditions contained in Supplemental Trust Indenture and
bonds.................................................................................13
Section 6.04 - Word "Indenture" as used herein includes in its meaning the 1937 Indenture
and all indentures supplemental thereto...............................................13
Section 6.05 - References to either party in Supplemental Trust Indenture include
successors or assigns................................. ...............................13
Section 6.06 - (a) Provision for execution in counterparts ..............................................14
- (b) Table of Contents and descriptive headings of Articles not to affect meaning..........14
Schedule A ..............................................................................................A-1
ii
SUPPLEMENTAL TRUST INDENTURE, made as of the lst day of May, 1999, by
and between NORTHERN STATES POWER COMPANY, a corporation duly organized and
existing under and by virtue of the laws of the State of Minnesota, having its
principal office in the City of Minneapolis in said State (the "Company"), party
of the first part, and HARRIS TRUST AND SAVINGS BANK a corporation duly
organized and existing under and by virtue of the laws of the State of Illinois,
having its principal office in the City of Chicago in said State, as Trustee
(the "Trustee"), party of the second part;
WITNESSETH:
WHEREAS, the Company heretofore has executed and delivered to the
Trustee its Must Indenture (the "1937 Indenture"), made as of February 1, 1937,
whereby the Company granted, bargained, sold, warranted, released, conveyed,
assigned, transferred, mortgaged, pledged, set over, and confirmed to the
Trustee, and to its respective successors in trust, all property, real, personal
and mixed then owned or thereafter acquired or to be acquired by the Company
(except as therein excepted from the lien thereof) and subject to the rights
reserved by the Company in and by the provisions of the 1937 Indenture, to be
held by said Trustee in trust in accordance with provisions of the 1937
Indenture for the equal pro rata benefit and security of all and every of the
bonds issued thereunder in accordance with the provisions thereof; and
WHEREAS, the Company heretofore has executed and delivered to the
Trustee a Supplemental Trust Indenture, made as of June 1, 1942, whereby the
Company conveyed, assigned, transferred, mortgaged, pledged, set over, and
confirmed to the Trustee, and its respective successors in said trust,
additional property acquired by it subsequent to the date of the 1937 Indenture;
and
WHEREAS, the Company heretofore has executed and delivered to the
Trustee the following additional Supplemental Trust Indentures which, in
addition to conveying, assigning, transferring, mortgaging, pledging, setting
over, and confirming to the Trustee, and its respective successors in said
trust, additional property acquired by it subsequent to the preparation of the
next preceding Supplemental Trust Indenture and adding to the covenants,
conditions, and agreements of the 1937 Indenture to certain additional
covenants, conditions, and agreements to be observed by the Company, created the
following series of First Mortgage Bonds:
DATE OF SUPPLEMENTAL
TRUST INDENTURE DESIGNATION OF SERIES
- --------------- ---------------------
February 1, 1944 Series due February 1, 1974 (retired)
October 1, 1945 Series due October 1, 1975 (retired)
July 1, 1948 Series due July 1, 1978 (retired)
August 1, 1949 Series due August 1, 1979 (retired)
June 1, 1952 Series due June 1, 1982 (retired)
October 1, 1954 Series due October 1, 1984 (retired)
September 1, 1956 Series due 1986 (retired)
August 1, 1957 Series due August 1, 1987 (redeemed)
July 1, 1958 Series due July 1, 1988 (retired)
December 1, 1960 Series due December 1, 1990 (retired)
August 1, 1961 Series due August 1, 1991 (retired)
June 1,1962 Series due June 1, 1992 (retired)
September 1, 1963 Series due September 1, 1993 (retired)
August 1, 1966 Series due August 1, 1996 (redeemed)
June 1, 1967 Series due June 1, 1995 (redeemed)
October 1, 1967 Series due October 1, 1997 (redeemed)
1
DATE OF SUPPLEMENTAL
TRUST INDENTURE DESIGNATION OF SERIES
- --------------- ---------------------
May 1, 1968 Series due May 1, 1998 (redeemed)
October 1, 1969 Series due October 1, 1999 (redeemed)
February 1, 1971 Series due March 1, 2001 (redeemed)
May 1, 1971 Series due June 1, 2001 (redeemed)
February 1, 1972 Series due March 1, 2002 (redeemed)
January 1, 1973 Series due February 1, 2003 (redeemed)
January 1, 1974 Series due January 1, 2004 (redeemed)
September 1, 1974 Pollution Control Series A (redeemed)
April 1, 1975 Pollution Control Series B (redeemed)
May 1, 1975 Series due May 1, 2005 (redeemed)
March 1, 1976 Pollution Control Series C (retired)
June 1, 1981 Pollution Control Series D, E and F (redeemed)
December 1, 1981 Series due December 1, 2011 (redeemed)
May 1, 1983 Series due May 1, 2013 (redeemed)
December 1, 1983 Pollution Control Series G (redeemed)
September 1, 1984 Pollution Control Series H (redeemed)
December 1, 1984 Resource Recovery Series I
May 1, 1985 Series due June 1, 2015 (redeemed)
September 1, 1985 Pollution Control Series J, K and L
July 1, 1989 Series due July 1, 2019 (redeemed)
June 1, 1990 Series due June 1, 2020 (redeemed)
October 1, 1992 Series due October 1, 1997 (retired)
April 1, 1993 Series due April 1, 2003
December 1, 1993 Series due December 1, 2000, and December 1, 2005
February 1, 1994 Series due February 1, 1999 (retired)
October 1, 1994 Series due October 1, 2001
June 1, 1995 Series due July 1, 2025
April 1, 1997 Pollution Control Series M, N, 0 and P
March 1, 1998 Series due March 1, 2003, and March 1, 2028; and
2
WHEREAS, the 1937 Indenture and all of the foregoing Supplemental Trust
Indentures are referred to herein collectively as the "Original Indenture;" and
WHEREAS, the Company heretofore has executed and delivered to the
Trustee a Supplemental and Restated Trust Indenture, dated May 1, 1988 (the
"Restated Indenture"), which, in addition to conveying, assigning, transferring,
mortgaging, pledging, setting over, and confirming to the Trustee, and its
respective successors in said trust, additional property acquired by it
subsequent to the preparation of the next preceding Supplemental Trust
Indenture, amended and restated the Original Indenture; and
WHEREAS, the Restated Indenture will not become effective and operative
until all bonds of each series issued under the Original Indenture prior to May
1, 1988 shall have been retired through payment or redemption (including those
bonds "deemed to be paid" within the meaning of that term as used in Article
XVII of the 1937 Indenture) or until, subject to certain exceptions, the holders
of the requisite principal amount of such bonds shall have consented to the
amendments contained in the Restated Indenture (such date being herein called
the "Effective Date"); and
WHEREAS, the Original Indenture and the Restated Indenture are referred
to herein collectively as the "Indenture"; and
WHEREAS, the Indenture provides that bonds may be issued thereunder in
one or more series, each series to have such distinctive description as the
Board of Directors of the Company may select for such series; and
WHEREAS, Ramsey County, Minnesota and the County of Washington,
Minnesota (collectively, the "County"), has agreed to issue $16,890,000
principal amount of its Resource Recovery Refunding Revenue Bonds (Northern
States Power Company Project), Collateralized Series 1999 (the "Resource
Recovery Refunding Revenue Bonds") pursuant to the provisions of an Indenture of
Trust dated as of May 1, 1999 (the "Indenture of Trust") between the County and
Firstar Bank of Minnesota, N.A., St. Paul, Minnesota, as trustee (said trustee
or any successor trustee under the Indenture of Trust being hereinafter referred
to as the Resource Recovery Trustee); and
WHEREAS, the County will loan the proceeds of the Resource Recovery
Refunding Revenue Bonds to the Company pursuant to the provisions of a Loan
Agreement between the County and the Company dated as of May 1, 1999 (the
"Agreement"), in order to refund the outstanding principal amount of the
County's Resource Recovery Revenue Bonds (Northern States Power Company
Project), Collateralized 1984 Series A; and
WHEREAS, for the purpose of repayment of the loan, the Company will
issue to the Resource Recovery Trustee on behalf of the County, under the
Indenture, a new series of bonds designated "First Mortgage Bonds, Resource
Recovery Series Q," the bonds of said series to be issued as registered bonds
without coupons in denominations of a multiple of $1,000, and the bonds of said
series to be substantially in the form and of the tenor following to-wit:
(Form of Bonds of Resource Recovery Series Q)
NORTHERN STATES POWER COMPANY
(INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA)
FIRST MORTGAGE BOND
RESOURCE RECOVERY SERIES Q
NO. $
3
NORTHERN STATES POWER COMPANY, a corporation organized and existing
under the laws of the State of Minnesota (the "Company"), for value received,
hereby promises to pay to Firstar Bank of Minnesota, N.A. or registered
assigns, if the holder hereof is a corporate trustee at its principal
corporate trust office and otherwise at the office of the Trustee, in
Chicago, Illinois, the sum of ______ Dollars in lawful money of the United
States of America, on the _______ day of ___________, and to pay interest
hereon from the date hereof at the rate of _______ percent per annum, in like
money, until the Company's obligation with respect to the payment of such
principal sum shall be discharged; said interest being payable if the holder
hereof is a corporate trustee at its principal corporate trust office and
otherwise at the office of the Trustee, in Chicago, Illinois, on the Interest
Payment Dates (as defined in the Indenture of Trust dated as of May 1, 1999
(the "Indenture of Trust") between Ramsey County, Minnesota and the County of
Washington, Minnesota (collectively, the "County") and Firstar Bank of
Minnesota, N.A. (the "Revenue Recovery Trustee")) that interest is due and
payable on the County's Resource Recovery Refunding Revenue Bonds (Northern
States Power Company Project), Collateralized Series 1999 (the "Resource
Recovery Refunding Revenue Bonds").
This bond is one of a duly authorized issue of bonds of the Company,
of the series and designation indicated on the face hereof, which issue of
bonds consists, or may consist, of several series of varying denominations,
maturities, interest rates, dates, and tenor, all issued and to be issued
under and equally secured (except insofar as a sinking fund, or similar fund,
established in accordance with the provisions of the Indenture may afford
additional security for the bonds of any specific series) by a Trust
Indenture dated February 1, 1937 (the "1937 Indenture"), as supplemented by
46 supplemental trust indentures (collectively, the "Supplemental
Indentures"), a Supplemental and Restated Trust Indenture dated May 1, 1988
(the "Restated Indenture") and a new supplemental trust indenture for the
bonds of this series (the "New Supplemental Indenture"), executed by the
Company to Harris Trust and Savings Bank, as Trustee (the "Trustee"). The
1937 Indenture, as supplemented by the Supplemental Indentures, the Restated
Indenture and the New Supplemental Indenture herein are referred to
collectively as the "Indenture". Reference hereby is made to the Indenture
for a description of the property mortgaged and pledged, the nature and
extent of the security, the rights of the holders of the bonds as to such
security, and the terms and conditions upon which the bonds may be issued
under the Indenture and are secured. The principal hereof may be declared or
may become due on the conditions, in the manner and at the time set forth in
the Indenture, upon the happening of a default as in the Indenture provided.
This bond is one of a series of bonds of the Company issued under the
Indenture and designated as First Mortgage Bonds, Resource Recovery Series Q.
The bonds of this Series have been issued to repay a loan from the County to the
Company pursuant to the provisions of a Loan Agreement dated as of May 1, 1999
(herein called the Agreement), between the Company and the County made from
funds obtained by the County from the issuance of its Resource Recovery
Refunding Revenue Bonds pursuant to the Indenture of Trust.
The bonds of this Series are subject to redemption upon the terms and
conditions provided in the Supplemental Trust Indenture dated May 1, 1999.
Upon surrender of any of the Resource Recovery Refunding Revenue Bonds
to, and cancellation thereof by, the Resource Recovery Trustee (other than any
Resource Recovery Refunding Revenue Bond that was cancelled by the Resource
Recovery Trustee and for which one or more other Resource Recovery Refunding
Revenue Bonds were delivered and authenticated pursuant to the Indenture of
Trust in lieu of or in exchange or substitution for such cancelled Resource
Recovery Refunding Revenue Bond), or upon provision for the payment thereof
having been made in accordance with the Indenture of Trust, bonds of this Series
in a principal amount equal to the principal amount of the Resource Recovery
Refunding Revenue Bonds so surrendered and cancelled or for the payment of which
provision has been made and of like maturity and interest rate shall be deemed
fully satisfied and discharged and the obligations of the Company thereunder
shall be terminated, and such bonds of this Series shall be surrendered to the
Trustee and shall be cancelled by the Trustee.
4
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and of the
holders of the bonds, and the terms and provisions of the Indenture and of any
instruments supplemental thereto may be modified or altered by affirmative vote
of the holders of at least 80% in principal amount of the bonds then outstanding
under the Indenture and any instruments supplemental thereto (excluding bonds
challenged and disqualified from voting by reason of the Company's interest
therein as provided in the Indenture); provided that without the consent of all
holders of all bonds affected no such modification or alteration shall permit
the extension of the maturity of the principal of any bond or the reduction in
the rate of interest thereon or any other modification in the terms of payment
of such principal or interest. The foregoing 80% requirement will be reduced to
66 2/3% when all bonds of each series issued under the Indenture prior to May 1,
1985, shall have been retired or all the holders thereof shall have consented to
such reduction.
The Restated Indenture amends and restates the 1937 Indenture and the
Supplemental Indentures. The Restated Indenture will become effective and
operative (the "Effective Date") when all Bonds of each series issued under the
Indenture prior to May 1, 1998 shall have been retired through payment or
redemption (including those bonds "deemed to be paid" within the meaning of that
term as used in Article XVII of the 1937 Indenture) or until, subject to certain
exceptions, the holders of the requisite principal amount of such bonds shall
have consented to the amendments contained in the Restated Indenture. Holders of
the bonds of this series and of each subsequent series of bonds issued under the
Indenture likewise will be bound by the amendments contained in the Restated
Indenture when they become effective and operative. Reference is made to the
Restated Indenture for a complete description of the amendments contained
therein to the 1937 Indenture and to the Supplemental Indentures.
The Company and the Trustee may deem and treat the person in whose name
this bond is registered as the absolute owner hereof for the purpose of
receiving payment and for all other purposes and shall not be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or any part thereof, or of any claim based hereon or in
respect hereof or of said Indenture, against any incorporator, or any past,
present, or future shareholder, officer or director of the Company or of any
predecessor or successor corporation, either directly or through the Company, or
through any such predecessor or successor corporation, or through any receiver
or a trustee in bankruptcy, whether by virtue of any constitution, statute, or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released, as more fully provided in
the Indenture.
This bond shall not be valid or become obligatory for any purpose
unless and until the certificate of authentication hereon shall have been signed
by or on behalf of Harris Trust and Savings Bank, as Trustee under the
Indenture, or its successor thereunder.
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IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this bond
to be executed in its name by its President or a Vice President and its
corporate seal, or a facsimile thereof, to be hereto affixed and attested by its
Secretary or an Assistant Secretary.
NORTHERN STATES POWER CONTANY
DATED:_________________________________
ATTEST:________________________________ BY:____________________________________
SECRETARY PRESIDENT
(Form of Trustee's Certificate)
This bond is one of the bonds of the Series designated thereon, described in the
within-mentioned Indenture.
HARRIS TRUST AND SAVINGS BANY, As
Trustee,
By ___________________________________
AUTHORIZED OFFICER
and
WHEREAS, the Company is desirous of conveying, assigning, transferring,
mortgaging, pledging, setting over, and confirming to the Trustee and to its
respective successors in trust, additional property acquired by it subsequent to
the date of the preparation of the Supplemental Trust Indenture dated March 1,
1998; and
WHEREAS, the Indenture provides in substance that the Company and the
Trustee may enter into indentures supplemental thereto for the purposes, among
others, of creating and setting forth the particulars of any new series of bonds
and of providing the terms and conditions of the issue of the bonds of any
series not expressly provided for in the Indenture and of conveying, assigning,
transferring, mortgaging, pledging, setting over, and confirming to the Trustee
additional property of the Company, and for any other purpose not inconsistent
with the terms of the Indenture; and
WHEREAS, the execution and delivery of this Supplemental Trust
Indenture has been duly authorized by a resolution adopted by the Board of
Directors of the Company; and
WHEREAS, the Trustee has duly determined to execute this Supplemental
Trust Indenture and to be bound, insofar as it may lawfully do so, by the
provisions hereof;
NOW THEREFORE, Northern States Power Company, in consideration of the
premises and of one dollar duly paid to it by the Trustee at or before the
ensealing and delivery of these presents, the receipt of which is hereby
acknowledged, and other good and valuable considerations, does hereby covenant
and agree to and with Harris Trust and Savings Bank, as Trustee, and its
successors in the trust under the Indenture for the benefit of those who hold or
shall hold the bonds, or any of them, issued or to be issued thereunder as
follows:
6
ARTICLE I.
SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO
THE LIEN OF THE ORIGINAL INDENTURE.
SECTION 1.01. The Company in order to better secure the payment, of
both the principal and interest, of all bonds of the Company at any time
outstanding under the Indenture according to their tenor and effect and the
performance of and compliance with the covenants and conditions contained in the
Indenture, has granted, bargained, sold, warranted, released, conveyed,
assigned, transferred, mortgaged, pledged, set over, and confirmed and by these
presents does grant, bargain, sell, warrant, release, convey, assign, transfer,
mortgage, pledge, set over, and confirm to the Trustee and to its respective
successors in said trust forever, subject to the rights reserved by the Company
in and by the provisions of the Indenture, all of the property described and
mentioned or enumerated in a schedule annexed hereto and marked Schedule A,
reference to said schedule being made hereby with the same force and effect as
if the same were incorporated herein at length; together with all and singular
the tenements, hereditaments, and appurtenances belonging and in any way
appertaining to the aforesaid property or any part thereof with the reversion
and reversions, remainder and remainders, tolls, rents and revenues, issues,
income, products, and profits thereof;
Also, in order to subject the personal property and chattels of the
Company to the lien of the Indenture and to conform with the provisions of the
Uniform Commercial Code, all fossil, nuclear, hydro, and other electric
generating plants, including buildings and other structures, turbines,
generators, exciters, boilers, reactors, nuclear fuel, other boiler plant
equipment, condensing equipment and all other generating equipment; substations;
electric transmission and distribution systems, including structures, poles,
towers, fixtures, conduits, insulators, wires, cables, transformers, services
and meters; steam heating mains and equipment; gas transmission and distribution
systems, including structures, storage facilities, mains, compressor stations,
purifier stations, pressure holders, governors, services and meters; telephone
plant and related distribution systems; trucks and trailers; office, shop, and
other buildings and structures, furniture and equipment; apparatus and equipment
of all other kinds and descriptions; materials and supplies; all municipal and
other franchises, leaseholds, licenses, permits, privileges, patents and patent
rights; all shares of stock, bonds, evidences of indebtedness, contracts,
claims, accounts receivable, choses in action and other intangibles, all books
of account and other corporate records;
Excluding, however, all merchandise and appliances heretofore or
hereafter acquired for the purpose of sale to customers or others;
All the estate, right, title, interest and claim, whatsoever, at law as
well as in equity, which the Company now has or hereafter may acquire in and to
the aforesaid property and every part and parcel thereof subject, however, to
the right of the Company, until the happening of a completed default as defined
in Section I of Article XIII of the Original Indenture prior to the Effective
Date and upon the occurrence and continuation of a Completed Default as defined
in the Indenture on and after the Effective Date, to retain in its possession
all shares of stock, notes, evidence of indebtedness, other securities and cash
not expressly required by the provisions hereof to be deposited with the
Trustee, to retain in its possession all contracts, bills and accounts
receivable, motor cars, any stock of goods, wares and merchandise, equipment or
supplies acquired for the purpose of consumption in the operation, construction,
or repair of any of the properties of the Company, and to sell, exchange,
pledge, hypothecate, or otherwise dispose of any or all of such property so
retained in its possession free from the lien of the Indenture, without
permission or hindrance on the part of the Trustee, or any of the bondholders.
No person in any dealings with the Company in respect of any such property shall
be charged with any notice or knowledge of any such completed default (prior to
the Effective Date) or Completed Default (after the Effective Date) under the
Indenture while the Company is in possession of such property. Nothing contained
herein or in the Indenture shall be deemed or construed to require the deposit
with, or delivery to, the Trustee of
7
any of such property, except such as is specifically required to be deposited
with the Trustee by some express provision of the Indenture;
To have and to hold all said property, real, personal, and mixed, granted,
bargained, sold, warranted, released, conveyed, assigned, transferred,
mortgaged, pledged, set over, or confirmed by the Company as aforesaid, or
intended so to be, to the Trustee and its successors and assigns forever,
subject, however, to permitted liens as defined in Section 5 of Article I of the
1937 Indenture prior to the Effective Date and to Permitted Encumbrances on and
after the Effective Date and to the further reservations, covenants, conditions,
uses, and trusts set forth in the Indenture; in trust nevertheless for the same
purposes and upon the same conditions as are set forth in the Indenture.
ARTICLE II.
FORM AND EXECUTION OF BONDS OF RESOURCE RECOVERY SERIES Q.
SECTION 2.01. There hereby is created, for issuance under the
Indenture, a series of bonds designated Resource Recovery Series Q, each of
which shall bear the descriptive title "First Mortgage Bond, Resource Recovery
Series Q," and the form thereof shall contain suitable provisions with respect
to the matters hereafter specified in this Section. The bonds of said series
shall be substantially of the tenor and purport hereinbefore recited. The bonds
of said series shall be serial maturity bonds and shall have the maturity dates,
principal amounts and interest rates set forth below:
MATURITY INTEREST
(DECEMBER 1) AMOUNT RATE
------------ ------- ----
1999 .......................... $1,720,000 3.30%
2000 .......................... $1,940,000 3.50%
2001 .......................... $2,005,000 3.50%
2002 .......................... $2,080,000 3.65%
2003 .......................... $2,155,000 3.75%
2004 .......................... $2,240,000 3.90%
2005 .......................... $2,330,000 4.00%
2006 .......................... $2,420,000 4.10%
The bonds of said series shall be issued as registered bonds without
coupons in denominations of a multiple of $1,000. The bonds of said series shall
be registered in the name of the Resource Recovery Trustee, or registered
assigns, and may only be assigned as may be lawfully involved in the exercise of
rights and remedies after an event of default under the Indenture of Trust. The
bonds of Resource Recovery Series Q shall bear interest at the rates from time
to time borne by the Resource Recovery Refunding Revenue Bonds, payable on the
Interest Payment Dates (as defined in the Indenture of Trust) that interest is
due and payable on the Resource Recovery Refunding Revenue Bonds. The principal
and interest shall be payable to the person in whose name such bond is
registered, if such person is a corporate trustee at its principal corporate
trust office in immediately available funds on the date such payment is due and
otherwise at the office of the Trustee at Chicago, Illinois, in lawful money of
the United States of America. The obligation to make payments with respect to
the principal of, premium, if any, and interest shall be fully or partially, as
the case may be, satisfied and discharged to the extent that, at the time that
any such payment shall be due, the then due principal of, premium, if any, and
interest on the Resource Recovery Refunding Revenue Bonds shall have been fully
or partially paid or there shall be in the Bond Fund under the Indenture of
Trust sufficient available funds to fully or partially pay the then due
principal of, premium, if any, and interest on the Resource Recovery Revenue
Bonds. Bonds of Resource Recovery Series Q shall be dated as of the interest
payment date next preceding the authentication thereof by the Trustee except
that (i) if any bond shall be authenticated before June 1, 1999, it shall be
dated as of the date the Resource Recovery Refunding Revenue Bonds were dated
upon their original issuance and delivery unless (iii) below is applicable, (ii)
if the Company shall at the time of the authentication of the bonds of Resource
Recovery Series Q be in default in the payment of interest upon the bonds of
Resource Recovery Series Q,
8
such bond shall be dated as of the date of the beginning of the period for which
such interest is so in default, and (iii) as long as there is no existing
default in the payment of interest on the bonds of Resource Recovery Series Q,
if any bonds of Resource Recovery Series Q shall be authenticated after the
close of business on any Record Date (as defined in the Indenture of Trust) but
on or prior to the Interest Payment Date (as defined in the Indenture of Trust)
relating to such Record Date, it shall be dated as of such Interest Payment
Date.
SECTION 2.02. Upon payment of the principal of and premium, if any, and
interest on the Resource Recovery Refunding Revenue Bonds, whether at maturity
or prior to maturity by redemption or otherwise, and the surrender thereof to
and cancellation thereof by the Resource Recovery Trustee (other than any
Resource Recovery Refunding Revenue Bond that was cancelled by the Resource
Recovery Trustee and for which one or more other Resource Recovery Refunding
Revenue Bonds were delivered and authenticated pursuant to the Indenture of
Trust in lieu of or in exchange or substitution for such cancelled Resource
Recovery Revenue Refunding Bond), or upon provision for the payment thereof
having been made in accordance with Article VII of the Indenture of Trust, Bonds
of Resource Recovery Series Q in a principal amount equal to the principal
amount of the Resource Recovery Refunding Revenue Bonds so surrendered and
cancelled, or for the payment of which provision has been made and of like
maturity and interest rate, shall be deemed fully paid and the obligations of
the Company thereunder shall be terminated, and such Bonds of Resource Recovery
Series Q shall be surrendered to the Trustee and shall be cancelled and
destroyed by the Trustee, and a certificate of such cancellation and destruction
shall be delivered to the Company.
SECTION 2.03. The terms and conditions of redemption of the bonds of
Resource Recovery Series Q need not be specified in any bond of said series if
an appropriate reference be made in said bond to the provisions of this
Supplemental Trust Indenture.
SECTION 2.04. The registered owner of any bond or bonds of Resource
Recovery Series Q may surrender the same with other bonds of said series at the
office of the Trustee at Chicago, Illinois, or elsewhere if authorized by the
Company, for cancellation, in exchange for other bonds of the said series of
higher or lower authorized denominations, but of the same aggregate principal
amount, maturity and interest rate, and upon receipt of any payment required
under the provisions of Section 2.06 hereof. Thereupon, the Company shall
execute and deliver to the Trustee and the Trustee shall authenticate and
deliver such other registered bonds to such registered owner at its office or at
any other place as specified as aforesaid.
SECTION 2.05. Nothwithstanding the provisions of Section 11 of Article
II of the Original Indenture, the Company shall not be required to issue,
transfer or exchange any bond of Resource Recovery Series Q during a period of
ten (10) days next preceding any selection of bonds of Resource Recovery Series
Q to be redeemed. The Company shall not be required to transfer or exchange any
bond of Resource Recovery Series Q called or being called for redemption in its
entirety or to transfer or exchange the called portion of a bond of Resource
Recovery Series Q which has been called for partial redemption.
SECTION 2.06. No charge shall be made by the Company for any exchange
or transfer of bonds of Resource Recovery Series Q other than for taxes or other
governmental charges, if any, that may be imposed in relation thereto.
SECTION 2.07. The bonds of Resource Recovery Series Q shall be executed
on behalf of the Company by the manual signature of its President or one of its
Vice Presidents or with the facsimile signature of its President, and its
corporate seal shall be thereunto affixed, or printed, lithographed, or engraved
thereon, in facsimile, and attested by the manual signature of its Secretary or
one of its Assistant Secretaries or with the facsimile signature of its
Secretary. In case any of the officers who shall have signed any bonds or
attested the seal thereon or whose facsimile signature shall be borne by the
bonds shall cease to be such officers of the Company before the Bonds so signed
and scaled shall have been actually authenticated by the Trustee or delivered by
the Company, such bonds nevertheless may be issued,
9
authenticated, and delivered with the same force and effect as though the person
or persons who signed such bonds and attested the seal thereon or whose
facsimile signature is borne by the bonds had not ceased to be such officer or
officers of the Company. Any bond issuable hereunder may be signed or attested
by manual or facsimile signature in behalf of the Company by such persons as at
the actual date of the execution of such bond shall be the proper officer of the
Company, although at the date of such bond such person shall not have been an
officer of the Company.
ARTICLE III.
REDEMPTION OF BONDS OF RESOURCE RECOVERY SERIES Q
SECTION 3.01. The bonds of Resource Recovery Series Q shall be redeemed
without further action by the Company or the Trustee and shall accordingly be
paid by the Company as follows:
(i) in the event that any Resource Recovery Refunding Revenue Bonds are to be
redeemed pursuant to Article III of the Indenture of Trust, bonds of Resource
Recovery Series Q, in a principal amount equal to the principal amount of
Resource Recovery Refunding Revenue Bonds so to be redeemed and of like maturity
and interest rate, shall be redeemed by the Company, on the date fixed for
redemption of such Resource Recovery Refunding Revenue Bonds, at the principal
amount thereof plus accrued interest, if any, to such redemption date plus, if a
premium is to be paid in connection with the redemption of the Resource Recovery
Refunding Revenue Bonds pursuant to Article III of the Indenture of Trust, a
premium equal to the premium to be paid in connection with the redemption of the
Resource Recovery Refunding Revenue Bonds; or
(ii) as a whole at the principal amount thereof and accrued interest to the date
fixed for redemption upon written notice to the Company and the Trustee by the
Resource Recovery Trustee that it is accelerating the payment of the Resource
Recovery Refunding Revenue Bonds for a sufficient reason pursuant to Section
8.01 of the Indenture of Trust and specifying the date of redemption (which may
be any business day).
SECTION 3.02. Redemption of bonds of Resource Recovery Series Q shall
be effected, without further notice by the Company or the Trustee, by the
payment by the Company of the applicable redemption price specified in Section
3.01 hereof in the place specified for payment of the principal and interest on
the bonds of such series.
10
ARTICLE IV
FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE
SECTION 4.01. The name and address of the debtor and secured party are
set forth below:
Debtor: Northern States Power Company
414 Nicollet Mall
Minneapolis, Minnesota 55401
Secured Party: Harris Trust and Savings Bank, Trustee
111 West Monroe Street
Chicago, Illinois 60603
NOTE: Northern States Power Company, the debtor above named, is "a
transmitting utility" under the Uniform Commercial Code as adopted in Minnesota,
North Dakota and South Dakota.
SECTION 4.02. Reference to Article I hereof is made for a description
of the property of the debtor covered by this Financing Statement with the same
force and effect as if incorporated in this Section at length.
SECTION 4.03. The maturity dates and respective principal amounts of
obligations of the debtor secured and presently to be secured by the Indenture,
reference to all of which for the terms and conditions thereof is hereby made
with the same force and effect as if incorporated herein at length, are as
follows.
FIRST MORTGAGE BONDS PRINCIPAL AMOUNT
- -------------------- ----------------
Series due October 1, 2001 $150,000,000
Series due December 1, 2000 $100,000,000
Series due April 1, 2003 $ 80,000,000
Series due December 1, 2005 $ 70,000,000
Resource Recovery Series I $ 18,400,000
Pollution Control Series J $ 5,450,000
Pollution Control Series K $ 3,400,000
Pollution Control Series L $ 4,850,000
Series due July 1, 2025 $250,000,000
Pollution Control Series M $ 60,000,000
Pollution Control Series N $ 27,900,000
Pollution Control Series 0 $ 50,000,000
Pollution Control Series P $ 50,000,000
Series due March 1, 2028 $150,000,000
Series due March 1, 2003 $100,000,000
Resource Recovery Series Q $ 16,890,000
SECTION 4.04. This financing Statement is hereby adopted for all of the
First Mortgage Bonds of the series mentioned above secured by said Indenture.
SECTION 4.05. The 1937 Indenture and the prior Supplemental Trust
Indentures, as set forth below, have been filed or recorded in each and every
office in the States of Minnesota, North Dakota, and South Dakota designated by
law for the filing or recording thereof in respect of all property of the
Company subject thereto:
11
Original Indenture Supplemental Indenture
Dated February 1, 1937 Dated January 1, 1974
Supplemental Indenture Supplemental Indenture
Dated June 1, 1942 Dated September 1, 1974
Supplemental Indenture Supplemental Indenture
Dated February 1, 1944 Dated April 1, 1975
Supplemental Indenture Supplemental Indenture
Dated October 1, 1945 Dated May 1, 1975
Supplemental Indenture Supplemental Indenture
Dated July 1, 1948 Dated March 1, 1976
Supplemental Indenture Supplemental Indenture
Dated August 1, 1949 Dated June 1, 1981
Supplemental Indenture Supplemental Indenture
Dated June 1, 1952 Dated December 1, 1981
Supplemental Indenture Supplemental Indenture
Dated October 1, 1954 Dated May 1, 1983
Supplemental Indenture Supplemental Indenture
Dated September 1, 1956 Dated December 1, 1983
Supplemental Indenture Supplemental Indenture
Dated August 1, 1957 Dated September 1, 1984
Supplemental Indenture Supplemental Indenture
Dated July 1, 1958 Dated December 1, 1984
Supplemental Indenture Supplemental Indenture
Dated December 1, 1960 Dated May 1, 1985
Supplemental Indenture Supplemental Indenture
Dated August 1, 1961 Dated September 1, 1985
Supplemental Indenture Supplemental and Restated Indenture
Dated June 1, 1962 Dated May 1, 1988
Supplemental Indenture Supplemental Indenture
Dated September 1, 1963 Dated July 1, 1989
Supplemental Indenture Supplemental Indenture
Dated August 1, 1966 Dated June 1, 1990
Supplemental Indenture Supplemental Indenture
Dated June 1, 1967 Dated October 1, 1992
Supplemental Indenture Supplemental Indenture
Dated October 1, 1967 Dated April 1, 1993
Supplemental Indenture Supplemental Indenture
Dated May 1, 1968 Dated December 1, 1993
Supplemental Indenture Supplemental Indenture
Dated October 1, 1969 Dated February 1, 1994
Supplemental Indenture Supplemental Indenture
Dated February 1, 1971 Dated October 1, 1994
Supplemental Indenture Supplemental Indenture
Dated May 1, 1971 Dated June 1, 1995
Supplemental Indenture Supplemental Indenture
Dated February 1, 1972 Dated April 1, 1997
Supplemental Indenture Supplemental Indenture
Dated January 1, 1973 Dated March 1, 1998
SECTION 4.06. The property covered by this Financing Statement also
shall secure additional series of First Mortgage Bonds of the debtor which may
be issued from time to time in the future in accordance with the provisions of
the Indenture.
12
ARTICLE V
AMENDMENTS TO INDENTURE.
SECTION 5.01. Each holder or registered owner of a bond of any series
originally authenticated by the Trustee and originally issued by the Company
subsequent to May 1, 1985 and of any coupon pertaining to any such bond, by the
acquisition, holding or ownership of such bond and coupon, thereby consents and
agrees to, and shall be bound by, the provisions of Article VI of the
Supplemental Indenture dated May 1, 1985. Each holder or registered owner of a
bond of any series (including bonds of Resource Recovery Series Q) originally
authenticated by the Trustee and originally issued by the Company subsequent to
May 1, 1988 and of any coupon pertaining to such bond, by the acquisition,
holding or ownership of such bond and coupon, thereby consents and agrees to,
and shall be bound by, the provisions of the Supplemental and Restated Trust
Indenture dated May 1, 1988 upon the Effective Date.
ARTICLE VI.
MISCELLANEOUS.
SECTION 6.01. The recitals of fact herein, except the recital that the Trustee
has duly determined to execute this Supplemental Trust Indenture and be bound,
insofar as it may lawfully so do, by the provisions hereof and in the bonds
shall be taken as statements of the Company and shall not be construed as made
by the Trustee. The Trustee makes no representations as to value of any of the
property subjected to the lien of the Indenture, or any part thereof, or as to
the title of the Company thereto, or as to the security afforded thereby and
hereby, or as to the validity of this Supplemental Trust Indenture or of the
bonds issued under the Indenture by virtue hereof (except the Trustee's
certificate), and the Trustee shall incur no responsibility in respect of such
matters.
SECTION 6.02. This Supplemental Trust Indenture shall be construed in
connection with and as a part of the 1937 Indenture, as supplemented by the
Supplemental Trust Indentures dated June 1, 1942, February 1, 1944, October 1,
1945, July 1, 1948, August 1, 1949, June 1, 1952, October 1, 1954, September 1,
1956, August 1, 1957, July 1, 1958, December 1, 1960, August 1, 1961, June 1,
1962, September 1, 1963, August 1, 1966, June 1, 1967, October 1, 1967, May 1,
1968, October 1, 1969, February 1, 1971, May 1, 1971, February 1, 1972, January
1, 1973, January 1, 1974, September 1, 1974, April 1, 1975, May 1, 1975, March
1, 1976, June 1, 1981, December 1, 1981, May 1, 1983, December 1, 1983,
September 1, 1984, December 1, 1984, May 1, 1985, September 1, 1985, the
Supplemental and Restated Trust Indenture dated May 1, 1988 and the Supplemental
Trust Indentures dated July 1, 1989, June 1, 1990, October 1, 1992, April 1,
1993, December 1, 1993, February 1, 1994, October 1, 1994, June 1, 1995, April
1, 1997, March 1, 1998 and May 1, 1999.
SECTION 6.03. (a) If any provision of this Supplemental Trust Indenture
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 Trust Indenture) by any of the
provisions 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 Trust Indenture or in the bonds issued hereunder 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 6.04. Wherever in this Supplemental Trust Indenture the word
"Indenture" is used without the prefix, "1937," "Original" or "Supplemental,"
such word was used intentionally to include in its meaning both the 1937
Indenture and all indentures supplemental thereto.
SECTION 6.05. Wherever in this Supplemental Trust Indenture either 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
13
and agreements in this Supplemental Trust Indenture contained by or on behalf of
the Company 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 6.06. (a) This Supplemental Trust Indenture may be executed
simultaneously 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 Trust Indenture were formulated, used, and
inserted in this Supplemental Trust Indenture for convenience only and shall not
be deemed to affect the meaning or construction of any of the provisions hereof.
The amount of obligations to be issued forthwith under the
Indenture is $16,890,000.
14
IN WITNESS WHEREOF, on this 17th day of May, A.D. 1999, NORTHERN STATES
POWER COMPANY, a Minnesota corporation, party of the first part, has caused its
corporate name and seal to be hereunto affixed, and this Supplemental Trust
Indenture dated May 1, 1999, to be signed by its President or a Vice President,
and attested by its Secretary or an Assistant Secretary, for and in its behalf,
and HARRIS TRUST AND SAVINGS BANK, an Illinois corporation, as Trustee, party of
the second part, to evidence its acceptance of the trust hereby created, has
caused its corporate name and seal to be hereunto affixed, and this Supplemental
Trust Indenture dated May 1, 1999, to be signed by its President, a Vice
President, or an Assistant Vice President, and attested by its Secretary or an
Assistant Secretary, for and in its behalf.
NORTHERN STATES POWER COMPANY,
By Edward J. McIntyre, VICE PRESIDENT
Attest:
John P Moore, Jr., SECRETARY
Executed by Northern States
Power Company in presence of:
(CORPORATE SEAL)
Mary Schell, WITNESS
Ken Bodell, WITNESS
HARRIS TRUST AND SAVINGS BANK,
As Trustee
By J. Bartolini, VICE PRESIDENT
Attest:
C. Potter, ASSISTANT SECRETARY
Executed by Harris Trust and Savings
Bank in presence of:
(CORPORATE SEAL)
, WITNESS
, WITNESS
15
STATE OF MINNESOTA ss:
COUNTY OF HENNEPIN
On this 14th day of May, A.D. 1999, before me, Faye Wahlstrand, a
Notary Public in and for said County in the State aforesaid, personally appeared
Edward J. McIntyre and John R Moore, Jr., to me personally known, and to me
known to be Vice President and Secretary, respectively, of Northern States Power
Company, one of the corporations described in and which executed the within and
foregoing instrument, and who, being by me severally duly sworn, each did say
that he, the said Edward J. McIntyre is Vice President, and he, the said John R
Moore, Jr., is Secretary, of said Northern States Power Company, a corporation;
that the seal affixed to the within and foregoing instrument is the corporate
seal of said corporation, and that said instrument was executed in behalf of
said corporation by authority of its board of directors; and said Edward J.
McIntyre and John P Moore, Jr. each acknowledged said instrument to be the free
act and deed of said corporation and that such corporation executed the same.
WITNESS my hand and notarial seal this 14th day of May, A.D. 1999.
Faye Wahlstrand
NOTARY PUBLIC, HENNEPIN COUNTY, MINN.
MY COMMISSION EXPIRES JANUARY 31,2000
(NOTARIAL SEAL)
STATE OF MINNESOTA ss:
COUNTY OF HENNEPIN
Edward J. McIntyre and John R Moore, Jr., being severally duly sworn,
each deposes and says that he, the said Edward J. McIntyre, is Vice President,
and he, the said John P. Moore, Jr., is Secretary, of Northern States Power
Company, the corporation described in and which executed the within and
foregoing Supplemental Trust Indenture, as mortgagor; and each for himself
further says that said Supplemental Trust Indenture was executed in good faith,
and not for the purpose of hindering, delaying, or defrauding any creditor of
the said mortgagor.
Subscribed and sworn to before me this 14th day of May, A.D. 1999.
Faye Wahlstrand
NOTARY PUBLIC, HENNEPIN COUNTY, MINN.
MY COMMISSION EXPIRES JANUARY 31, 2000
(NOTARIAL SEAL)
16
STATE OF ILLINOIS ss:
COUNTY OF COOK
On this 17th day of May, A.D. 1999, before me, J L Mason, a Notary
Public in and for said County in the State aforesaid, personally appeared J.
Bartolini and C. Potter, to me personally known, and to me known to be Vice
President and Assistant Secretary, respectively, of Harris Trust and Savings
Bank, one of the corporations described in and which executed the within and
foregoing instrument, and who, being by me severally duly sworn, each did say
that she, the said J. Bartolini, is Vice President, and she, the said C. Potter,
is Assistant Secretary, of said Harris Trust and Savings Bank, a corporation;
that the seal affixed to the within and foregoing instrument is the corporate
seal of said corporation, and that said instrument was executed in behalf of
said corporation by authority of its board of directors; and said J. Bartolini,
and C. Potter each acknowledged said instrument to be the free act and deed of
said corporation and that such corporation executed the same.
WITNESS my hand and notarial seal this 17th day of May, A.D. 1999.
NOTARY PUBLIC, COOK COUNTY, ILLINOIS
MY COMMISSION EXPIRES
(NOTARIAL SEAL)
STATE OF ILLINOIS ss:
COUNTY OF COOK
J. Bartolini and C. Potter, being severally duly sworn, each for
herself deposes and says that she, the said J. Bartolini, is Vice President, and
she, the said C. Potter, is Assistant Secretary, of Harris Trust and Savings
Bank, the corporation described in and which executed the within and foregoing
Supplemental Trust Indenture, as mortgagor; and each for herself further says
that said Supplemental Trust Indenture was executed in good faith, and not for
the purpose of hindering, delaying, or defrauding any creditor of the mortgagor.
Subscribed and sworn to before me this 17th day of May, A.D. 1999.
NOTARY PUBLIC, COOK COUNTY, ILLINOIS.
MY COMMISSION EXPIRES
(NOTARIAL SEAL)
17
SCHEDULE A
The property referred to in Article I of the foregoing Supplemental
Trust Indenture from Northern States Power Company to Harris Trust and Savings
Bank, Trustee, made as of May 1, 1999, includes the following property
hereinafter more specifically described. Such description, however, is not
intended to limit or impair the scope or intention of the general description
contained in the granting clauses or elsewhere in the Original Indenture.
I. PROPERTY IN THE STATE OF MINNESOTA
The following described real property, situate, lying and being in the
County of Carver, to-wit:
1. That part of Government Lots 4 and 5 of Section 32, Township 116,
Range 25, described as follows:
Beginning at the southwest comer of Government Lot 5 in Section
32, Township 116, Range 25, thence North 00 degrees 52 minutes 10
seconds West (said bearing being on the 1983 NAD, Carver County
Coordinate System) along the west line of said Government Lot 5 a
distance of 586.00 feet to the southeasterly right-of-way line of
State Highway Number 5 (said highway right-of-way line being the
same as the northwesterly line of the former railroad right-of-way
of the Minneapolis and St. Louis Railway Company as described in
Document Number 97427, and recorded in the office of the Carver
County Recorder); thence North 59 degrees 32 minutes 20 seconds
East along said right-of-way line a distance of 1096.53 feet;
thence South 00 degrees 52 minutes 10 seconds East a distance of
1278.09 feet; thence South 89 degrees 56 minutes 50 seconds West a
distance of 953.60 feet; thence North 00 degrees 52 minutes 10
seconds West a distance of 137.00 feet to the point of beginning.
The following described real property, situate, lying and being in the
County of Stems, to-wit:
1. The South 1000.00 feet of the Southwest Quarter of the Southwest
Quarter (SW1/4SW1/4) of Section 13, Township 124 North, Range 29
West. Also that part of the Northwest Quarter of the Northwest
Quarter (NW1/4NW1/4) lying Northwesterly of the centerline of
County Aid Road No. 138, in Section 24, Township 124 North, Range
29; which lie Easterly of the following described line: Commencing
at the Northwest corner of the NW1/4 of Section 24, Township 124,
Range 29; thence South on the West line of said Section 24 to the
centerline of County Aid Road No. 138; thence Northeasterly on
said road centerline a distance of 978.5 feet to the actual point
of beginning of the line to be described; thence North parallel to
the West line of said Section 24 to the North line of said Section
24; thence Northerly, parallel with the West line of the SW1/4 of
Section 13, Township 124, Range 29 to an intersection with the
North line of the South 1000.00 feet of the SW1/4SW1/4 of said
Section 13, and there terminating.
The following described real property, situate, lying and being in the
County of Goodhue, to-wit:
1. All that part of the Northeast Quarter (NE1/4) of the Northeast
Quarter (NE1/4) of Section 31 and of the Northwest Quarter (NW1/4)
of the Northwest Quarter (NW1/4) of Section 32, all in Township
109 North, Range 15 West, more particularly described as follows:
Commencing at the Northeast comer of the Northeast Quarter (NE1/4)
of Section 31, Township 109 North, Range 15 West, thence South 00
degrees 07 minutes 22 seconds West (assumed bearing) along the
East line of the Northeast Quarter (NE1/4) of said Section 31 a
distance of 620.00 feet to the North right of way line of 511th
Street (formerly West Road) and the point of beginning; thence
South 89 degrees 52 minutes 36 seconds East along the North right
of way line of said road a distance of 90.68 feet to the westerly
right of way line of 3rd Avenue Northwest (formerly Pine Street);
thence North 10 degrees 01 minutes 48 seconds West along said
westerly
A-1
right of way a distance of 365.96 feet to a line parallel with and
260.00 feet south of the north line of the Northeast Quarter
(NE1/4) of Section 31 and its easterly prolongation; thence South
89 degrees 36 minutes 12 seconds West along said parallel line
169.39 feet to the centerline of the north branch of the Zumbro
River; thence southeasterly southerly and southwesterly along said
center line to a point of intersection with a line from the point
of beginning bearing North 89 degrees 52 minutes 36 seconds West
along the north right of way line of 511th Street; thence South 89
degrees 52 minutes 36 seconds East along said right of way a
distance of 104.00 feet to the point of beginning and there
terminating.
A-2
MORTGAGOR'S RECEIPT FOR COPY.
The undersigned Northern States Power Company, the Mortgagor described
in the foregoing Mortgage, hereby acknowledges that at the time of the execution
of the Mortgage, Harris Trust and Savings Bank Trustee, the Mortgagee described
therein, surrendered to it a full, true, complete, and correct copy of said
instrument, with signatures, witnesses, and acknowledgments thereon shown.
NORTHERN STATES POWER COMPANY
By: _________________________________
Edward J. McIntyre
VICE PRESIDENT
Attest:
John P. Moore, Jr. SECRETARY
----------------------
This instrument was drafted by Northern States Power Company, 414
Nicollet Mall, Minneapolis, Minnesota 55401.
Tax statements for the real property described in this instrument
should be sent to Northern States Power Company, 414 Nicollet Mall, Minneapolis
Minnesota 55401.
A-3