Exhibit 4.05
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SUPPLEMENTAL TRUST INDENTURE
FROM
NORTHERN STATES POWER COMPANY
TO
BNY MIDWEST TRUST COMPANY
TRUSTEE
DATED AS OF JUNE 1, 2002
SUPPLEMENTAL TO
TRUST INDENTURE
DATED FEBRUARY 1, 1937
AND
SUPPLEMENTAL AND RESTATED
TRUST INDENTURE DATED
MAY 1, 1988
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TABLE OF CONTENTS
Page
ARTICLE I. SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE.......................8
SECTION 1.01.............................................................................................8
ARTICLE II. FORM AND EXECUTION OF BONDS..........................................................................10
SECTION 2.01............................................................................................10
SECTION 2.02............................................................................................11
SECTION 2.02............................................................................................11
SECTION 2.04............................................................................................11
SECTION 2.05............................................................................................11
SECTION 2.06............................................................................................11
ARTICLE III. APPOINTMENT OF AUTHENTICATING AGENT.................................................................12
SECTION 3.01............................................................................................12
SECTION 3.02............................................................................................12
SECTION 3.03............................................................................................13
SECTION 3.04............................................................................................13
ARTICLE IV. FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE.......................................13
SECTION 4.02............................................................................................13
SECTION 4.03............................................................................................13
SECTION 4.04............................................................................................14
SECTION 4.05............................................................................................14
SECTION 4.06............................................................................................17
ARTICLE V. AMENDMENTS TO INDENTURE...............................................................................17
SECTION 5.01............................................................................................17
ARTICLE VI. MISCELLANEOUS........................................................................................18
SECTION 6.01............................................................................................18
SECTION 6.02............................................................................................18
SECTION 6.03............................................................................................18
SECTION 6.04............................................................................................18
SECTION 6.05............................................................................................19
SECTION 6.06............................................................................................19
Schedule A......................................................................................................A-1
SUPPLEMENTAL TRUST INDENTURE, made as of the 1ST day of June, 2002, but
effective as of August 12, 2002, by and between NORTHERN STATES POWER COMPANY
(formerly Northern Power Corporation), 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 BNY MIDWEST TRUST COMPANY, 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 and the successor to
Harris Trust and Savings Bank, as Trustee (the "Trustee"), party of the second
part;
WITNESSETH:
WHEREAS, a predecessor in interest to the Company, Xcel Energy Inc.
(formerly Northern States Power Company), a corporation duly organized and
existing under and by virtue of the laws of the State of Minnesota (the
"Predecessor Company"), heretofore has executed and delivered to the Trustee its
Trust Indenture (the "1937 Indenture"), made as of February 1, 1937, whereby the
Predecessor 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
Predecessor Company (except as therein excepted from the lien thereof) and
subject to the rights reserved by the Predecessor 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 Predecessor Company heretofore has executed and delivered
to the Trustee a Supplemental Trust Indenture, made as of June 1, 1942, whereby
the Predecessor 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 Predecessor 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 certain additional covenants,
conditions, and agreements to be observed by the Predecessor 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)
DATE OF SUPPLEMENTAL TRUST INDENTURE DESIGNATION OF SERIES
- ------------------------------------ -------------------------------------
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)
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 (redeemed)
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
October 1, 1994 Series due October 1, 2001
June 1, 1995 Series due July 1, 2025
April 1, 1997 Pollution Control Series M (redeemed), N, O and P
March 1, 1998 Series due March 1, 2023 and March 1, 2028
May 1, 1999 Resource Recovery Series Q
June 1, 2000 Resource Recovery Series R; and
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WHEREAS, on August 18, 2000 New Centuries Energies, Inc. was merged
with and into the Predecessor Company and the Predecessor Company changed its
corporate name from Northern States Power Company to Xcel Energy Inc.; and
WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of
August 18, 2000 between the Predecessor Company and the Company, substantially
all the assets of the Predecessor Company (other than the stock of the
Predecessor Company's subsidiaries) were conveyed to, and substantially all the
liabilities of the Predecessor Company, including liabilities created under the
Indenture, were assumed by, the Company (the "Assignment"); and
WHEREAS, pursuant to the Supplemental Trust Indenture dated as of
August 1, 2000 among the Predecessor Company, the Company and Harris Trust and
Savings Bank, as Trustee, the requirements and conditions precedent set forth in
the Original Indenture and the Restated Indenture (each as hereinafter defined)
with respect to the Assignment were satisfied; and
WHEREAS, the 1937 Indenture and all of the foregoing Supplemental Trust
Indentures are referred to herein collectively as the "Original Indenture;" and
WHEREAS, the Predecessor 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, pursuant to the Agreement of Resignation, Appointment and
Acceptance dated as of May 1, 2002 among the Company, BNY Midwest Trust Company,
as successor trustee, and Harris Trust and Savings Bank, the Trustee accepted
the rights, powers, duties and obligations of the trustee under the Indenture
effective as of May 9, 2002; and
WHEREAS, the Indenture provides that bonds may be issued thereunder in
one or more series, each series to have such distinctive designation as the
Board of Directors of the Company may select for such series; and
WHEREAS, the Company is entering into a Credit Agreement dated as of
August 15, 2002 among the Company, Wells Fargo Bank, National Association, as
Lead Arranger and Administrative Agent (the "Administrative Agent"), and the
other banks party thereto
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(collectively, the "Banks"), pursuant to which the Company can borrow up to
300,000,000 at any one time outstanding; and
WHEREAS, in order to secure the Company's Obligations under and as
defined in the Credit Agreement, the Company desires to provide for the issuance
under the Indenture to the Administrative Agent, for the benefit of itself, the
Co-Agents and the Banks, of a new series of bonds to be designated "First
Mortgage Bonds, Series due August 15, 2003 (the "Bonds"); and
WHEREAS, the Bonds to be issued as registered bonds without coupons in
denominations of a multiple of $1000, and the bonds of said series to be
substantially in the form and of the tenor following, to-wit:
(Form of Bonds)
NORTHERN STATES POWER COMPANY
(Incorporated under the laws of the State of Minnesota)
First Mortgage Bond
Series due August 15, 2003
No. _________ $__________
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
PURSUANT TO A SECURITY AGREEMENT (THE "PLEDGE AGREEMENT") DATED AUGUST
15, 2002 BETWEEN THE COMPANY (AS DEFINED BELOW) AND THE ADMINISTRATIVE AGENT (AS
DEFINED BELOW), THIS BOND AND ALL PROCEEDS THEREOF HAVE BEEN PLEDGED TO SECURE
CERTAIN OBLIGATIONS OF THE COMPANY. THE PLEDGE AGREEMENT SETS FORTH VARIOUS
PROVISIONS REGARDING (AMONG OTHER THINGS) THE PAYMENT OF AND VOTING RIGHTS WITH
RESPECT TO THIS BOND. THE COMPANY AND (BY THEIR ACCEPTANCE THEREOF) EACH HOLDER
OF THIS BOND AGREE THAT THE RIGHTS OF THE PARTIES WITH RESPECT TO THIS BOND
SHALL IN ALL RESPECTS BE SUBJECT TO SUCH LIMITATIONS AND OTHER PROVISIONS OF THE
PLEDGE AGREEMENT.
NORTHERN STATES POWER COMPANY, a corporation organized and existing
under the laws of the State of Minnesota (the "Company"), for value received,
hereby promises to pay to Wells Fargo Bank, National Association, as
Administrative Agent (the "Administrative Agent"), on behalf of itself and the
Banks (as defined below), or registered assigns, at the office of the Trustee in
Chicago, Illinois, or, at the option of the registered owner, at the agency of
the Company in the Borough of Manhattan, City and State of New York, on August
15, 2003 (the "Stated Maturity Date") or upon earlier declaration of
acceleration the sum of _________________________ Dollars ($___________).
Interest shall be payable on this bond from the date hereof on the Stated
Maturity Date or upon earlier declaration of acceleration at the office of the
Trustee in Chicago, Illinois, or, at the option of the registered owner, the
agency of the Company in the Borough of Manhattan, City and State of New York,
at a rate equal to the
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rate of interest publicly announced from time to time by the Administrative
Agent as its "prime" or "base" rate or, if the Administrative Agent ceases to
announce a rate so designated, any similar rate designated by the Administrative
Agent, plus in either case 200 basis points. This bond shall bear interest from
the date hereof. Payment of the principal and interest on this bond shall be
made in the lawful money of the United States.
This bond is issued to the Administrative Agent by the Company pursuant
to the Company's obligations under the Credit Agreement, dated as of August 15,
2002 (as amended, supplemented, restated or otherwise modified from time to
time, the "Credit Agreement"), among the Company, the Administrative Agent, and
the other banks party thereto from time to time (collectively, the "Banks").
This bond shall be held by the Administrative Agent subject to the terms of the
Credit Agreement and the Security Agreement dated as of August 15, 2002 between
the Company and the Administrative Agent.
It shall be an additional term and condition of the bonds of this
series that, in the event (i) an Event of Default under and as defined in the
Credit Agreement has occurred under Section 7.1(a) of the Credit Agreement by
reason of a failure by the Company to make a payment of principal or interest
when the same shall be due and payable pursuant to the Credit Agreement or (ii)
the Notes (as defined in the Credit Agreement) are declared due and payable
pursuant to Section 7.2 of the Credit Agreement, then the occurrence of either
such event shall be deemed to be a completed default, for purposes of Section
1(a) of Article XIII of the Original Indenture prior to the Effective Date (as
defined below), and a Completed Default, for purposes of Section 13.01(a) of the
Indenture on and after the Effective Date, and the definitions of completed
default and Completed Default in the Original Indenture and the Indenture,
respectively, are modified accordingly for purposes of the bonds of this series.
The Trustee may conclusively presume that the obligation of the Company
to pay the principal of and interest on this bond shall have been fully
satisfied and discharged unless and until it shall have received a written
notice from the Administrative Agent, signed by an authorized officer of the
Administrative Agent and attested by the Secretary or an Assistant Secretary of
the Administrative Agent, stating that the payment of principal of or interest
on this bond has not been fully paid when due and specifying the amount of funds
required to make such payment.
This bond has been issued by the Company to the Administrative Agent to
(i) provide for the payment of the Company's obligations to make payments to any
person under the Credit Agreement and (ii) provide to such persons the benefits
of the security provided for this bond pursuant to the Indenture.
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, 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 49 supplemental trust indentures (collectively, the
"Supplemental Indentures" and together with the 1937 Indenture, the "Original
Indenture"), a Supplemental and Restated Trust Indenture
5
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 BNY Midwest Trust Company, as successor 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, including the New Supplemental Indenture, provided.
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, 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. 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.
Bonds of this series are not redeemable by the Company prior to the
Stated Maturity Date for any reason, and are not subject to a sinking fund.
This bond is transferable as prescribed in the Indenture by the
registered owner hereof in person, or by his duly authorized attorney, at the
office of the Trustee in Chicago, Illinois, or at the option of the registered
owner at the agency of the Company in the Borough of Manhattan,
6
City and State of New York, or elsewhere if authorized by the Company, upon
surrender and cancellation of this bond, and thereupon a new bond or bonds of
the same series and of a like aggregate principal amount will be issued to the
transferee in exchange therefor as provided in the Indenture, upon payment of
taxes or other governmental charges, if any, that may be imposed in relation
thereto.
Bonds of this series are interchangeable as to denominations in the
manner and upon the conditions prescribed in the Indenture.
No charge shall be made by the Company for any exchange or transfer of
bonds of this series, other than for taxes or other governmental charges, if
any, that may be imposed in relation thereto.
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 BNY Midwest Trust Company, as Trustee under the Indenture, or
its successor thereunder.
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.
Dated as of _________________ NORTHERN STATES POWER COMPANY
Attest: By:
------------------------------- ---------------------------------
Secretary President
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(Form of Trustee's Certificate)
This bond is one of the bonds of the series designated thereon,
described in the within-mentioned Indenture.
BNY MIDWEST TRUST COMPANY,
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 as of
August 1, 2000; 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 BNY Midwest Trust Company, 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:
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
8
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 and 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 1 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, evidences 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
9
require the deposit with, or delivery to, the Trustee of 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
SECTION 2.01. There hereby is created, for issuance under the
Indenture, a series of bonds designated Series due August 15, 2003 in the
aggregate principal amount of $308,000,000, which shall bear the descriptive
title "First Mortgage Bonds, Series due August 15, 2003" (the "Bonds"), and the
form thereof shall contain suitable provisions with respect to the matters
hereafter specified in this Section. The Bonds shall be issued as registered
bonds without coupons in denominations of a multiple of $1,000 and shall be
substantially of the tenor and purport hereinbefore recited. The principal
amount of the Bonds shall be payable on August 15, 2003 (the "Stated Maturity
Date") or upon earlier declaration of acceleration. Interest shall be payable on
the Bonds on the Stated Maturity Date or upon earlier declaration of
acceleration at a rate equal to the rate of interest publicly announced from
time to time by the Administrative Agent as its "prime" or "base" rate or, if
the Administrative Agent ceases to announce a rate so designated, any similar
rate designated by the Administrative Agent, plus in either case 200 basis
points. The Bonds shall bear interest from August 15, 2002. Principal and
interest on the Bonds shall be payable at the office of the Trustee in Chicago,
Illinois, or, at the option of the registered owner, at the agency of the
Company in the Borough of Manhattan, City and State of New York. Payment of the
principal and interest on the Bonds shall be made in the lawful money of the
United States.
The Bonds are being issued to the Administrative Agent by the Company
pursuant to the Company's obligations under the Credit Agreement and shall be
held by the Administrative Agent subject to the terms of the Credit Agreement
and the Security Agreement dated as of August 15, 2002 between the Company and
the Administrative Agent.
It shall be an additional term and condition of the Bonds that, in the
event (i) an Event of Default under and as defined in the Credit Agreement has
occurred under Section 7.1(a) of the Credit Agreement by reason of a failure by
the Company to make a payment of principal or interest when the same shall be
due and payable pursuant to the Credit Agreement or (ii) the Notes (as defined
in the Credit Agreement) are declared due and payable pursuant to Section 7.2 of
the Credit Agreement, then the occurrence of either such event shall be deemed
to be a completed default, for purposes of Section 1(a) of Article XIII of the
Original Indenture prior to the Effective Date, and a Completed Default, for
purposes of Section 13.01(a) of the Indenture on and after the Effective Date,
and the definitions of completed default and Completed Default
10
in the Original Indenture and the Indenture, respectively, are modified
accordingly for purposes of the Bonds.
The Bonds have been issued by the Company to the Administrative Agent
to (i) provide for the payment of the Company's obligations to make payments to
any person under the Credit Agreement and (ii) provide to such persons the
benefits of the security provided for the Bonds pursuant to the Indenture.
SECTION 2.02. The Bonds are not redeemable by the Company prior to the
Stated Maturity Date for any reason and are not subject to a sinking fund.
SECTION 2.03. The registered owner of any Bond or Bonds, at his option
may surrender the same with other Bonds of such series at the office of the
Trustee in Chicago, Illinois, or at the agency of the Company in the Borough of
Manhattan, City and State of New York, or elsewhere if authorized by the
Company, for cancellation, in exchange for other Bonds of such series of higher
or lower authorized denominations, but of the same aggregate principal amount,
bearing interest from its date, and upon receipt of any payment required under
the provisions of Section 2.04 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
specified as aforesaid.
SECTION 2.04. No charge shall be made by the Company for any exchange
or transfer of Bonds, other than for taxes or other governmental charges, if
any, that may be imposed in relation thereto.
SECTION 2.05. The Bonds, 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 sealed actually shall have been
authenticated by the Trustee or delivered by the Company, such Bonds
nevertheless may be issued, 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 person 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.
SECTION 2.06. The registered holder of all of the Bonds shall be the
Administrative Agent.
11
ARTICLE III.
APPOINTMENT OF AUTHENTICATING AGENT.
SECTION 3.01. The Trustee shall, if requested in writing so to do by
the Company, promptly appoint an agent or agents of the Trustee who shall have
authority to authenticate registered Bonds, in the name and on behalf of the
Trustee. Such appointment by the Trustee shall be evidenced by a certificate of
a vice-president of the Trustee delivered to the Company prior to the
effectiveness of such appointment.
SECTION 3.02. (a) Any such authenticating agent shall be acceptable to
the Company and at all times shall be a corporation which is organized and doing
business under the laws of the United States or of any State, is authorized
under such laws to act as authenticating agent, has a combined capital and
surplus of at least $10,000,000, and is subject to supervision or examination by
Federal or State authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 3.02
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.
(b) Any corporation into which any authenticating agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion, or consolidation to which any
authenticating agent shall be a party, or any corporation succeeding to the
corporate agency business of any authenticating agent, shall continue to be the
authenticating agent without the execution or filing of any paper or any further
act on the part of the Trustee or the authenticating agent.
(c) Any authenticating agent at any time may resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time, and upon written request of the Company to the Trustee shall,
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section 3.02, the Trustee, unless otherwise requested in
writing by the Company, promptly shall appoint a successor authenticating agent,
which shall be acceptable to the Company. Any successor authenticating agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers, duties, and responsibilities of its predecessor hereunder, with
like effect as if originally named. No successor authenticating agent shall be
appointed unless eligible under the provisions of this Section 3.02.
(d) The Company agrees to pay to any authenticating agent,
appointed in accordance with the provisions of this Section 3.02, reasonable
compensation for its services.
12
SECTION 3.03. If an appointment is made pursuant to this Article III,
the registered Bonds, shall have endorsed thereon, in addition to the Trustee's
Certificate, an alternate Trustee's Certificate in the following form:
This bond is one of the bonds of the Series designated thereon,
described in the within-mentioned Indenture.
BNY MIDWEST TRUST COMPANY,
as Trustee,
By _________________________________
Authenticating Agent,
By _________________________________
Authorized Officer.
SECTION 3.04. No provision of this Article III shall require the
Trustee to have at any time more than one such authenticating agent for any one
State or to appoint any such authenticating agent in the State in which the
Trustee has its principal place of business.
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: BNY Midwest Trust Company, Trustee
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602
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
13
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 April 1, 2003 $80,000,000
Series due December 1, 2005 $70,000,000
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 N $27,900,000
Pollution Control Series O $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 $15,170,000
Resource Recovery Series R $19,615,000
Series Due August 15, 2003 $308,000,000
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:
Original Indenture
Dated February 1, 1937
Supplemental Indenture
Dated June 1, 1942
Supplemental Indenture
Dated February 1, 1944
Supplemental Indenture
Dated October 1, 1945
Supplemental Indenture
Dated July 1, 1948
Supplemental Indenture
Dated August 1, 1949
Supplemental Indenture
Dated June 1, 1952
14
Supplemental Indenture
Dated October 1, 1954
Supplemental Indenture
Dated September 1, 1956
Supplemental Indenture
Dated August 1, 1957
Supplemental Indenture
Dated July 1, 1958
Supplemental Indenture
Dated December 1, 1960
Supplemental Indenture
Dated August 1, 1961
Supplemental Indenture
Dated June 1, 1962
Supplemental Indenture
Dated September 1, 1963
Supplemental Indenture
Dated August 1, 1966
Supplemental Indenture
Dated June 1, 1967
Supplemental Indenture
Dated October 1, 1967
Supplemental Indenture
Dated May 1, 1968
Supplemental Indenture
Dated October 1, 1969
Supplemental Indenture
Dated February 1, 1971
Supplemental Indenture
Dated May 1, 1971
Supplemental Indenture
Dated February 1, 1972
15
Supplemental Indenture
Dated January 1, 1973
Supplemental Indenture
Dated January 1, 1974
Supplemental Indenture
Dated September 1, 1974
Supplemental Indenture
Dated April 1, 1975
Supplemental Indenture
Dated May 1, 1975
Supplemental Indenture
Dated March 1, 1976
Supplemental Indenture
Dated June 1, 1981
Supplemental Indenture
Dated December 1, 1981
Supplemental Indenture
Dated May 1, 1983
Supplemental Indenture
Dated December 1, 1983
Supplemental Indenture
Dated September 1, 1984
Supplemental Indenture
Dated December 1, 1984
Supplemental Indenture
Dated May 1, 1985
Supplemental Indenture
Dated September 1, 1985
Supplemental and Restated Indenture
Dated May 1, 1988
Supplemental Indenture
Dated July 1, 1989
16
Supplemental Indenture
Dated June 1, 1990
Supplemental Indenture
Dated October 1, 1992
Supplemental Indenture
Dated April 1, 1993
Supplemental Indenture
Dated December 1, 1993
Supplemental Indenture
Dated February 1, 1994
Supplemental Indenture
Dated October 1, 1994
Supplemental Indenture
Dated June 1, 1995
Supplemental Indenture
Dated April 1, 1997
Supplemental Indenture
Dated March 1, 1998
Supplemental Indenture
Dated May 1, 1999
Supplemental Indenture
Dated June 1, 2000
Supplemental Indenture
Dated August 1, 2000
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.
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
17
a bond of any series (including the Bonds) 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, 1997, March 1, 1998, May 1, 1999, June 1, 2000 and August 1,
2000.
SECTION 6.03. (a) If any provision of the Indenture or 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.
18
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 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 principal amount of obligations to be issued forthwith under the
Indenture is $308,000,000.
19
IN WITNESS WHEREOF, on this ____ day of August, 2002, 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 as of June 1, 2002, 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 BNY MIDWEST TRUST COMPANY, 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 as of June 1, 2002, to be signed by its
President, a Vice President, or an Assistant Vice President, and attested by its
Secretary, an Assistant Secretary, or an Assistant Vice President for and in its
behalf.
NORTHERN STATES POWER COMPANY
-------------------------------------
By: Paul E. Pender
Its: Vice President and Treasurer
Attest:
- ------------------------------------
Nancy Haley
Assistant Secretary
Executed by Northern States Power Company
in presence of:
- ------------------------------------ (CORPORATE SEAL)
Mary Schell, Witness
- ------------------------------------
Elizabeth Blohm, Witness
20
BNY MIDWEST TRUST COMPANY, as Trustee
-------------------------------------
By: J. Bartolini
Its:Vice President
Attest:
- ------------------------------------
M. Callahan
Assistant Vice President
Executed by BNY Midwest Trust Company in
presence of:
- ------------------------------------
K. Gibson, Witness (CORPORATE SEAL)
- ------------------------------------
A. Hernandez, Witness
21
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this ____ day of August, A.D. 2002, before me, Sharon Quellhorst, a
Notary Public in and for said County in the State aforesaid, personally appeared
Paul E. Pender and Nancy Haley, to me personally known, and to me known to be
Vice President and Treasurer and Assistant 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 Paul E. Pender is Vice President and Treasurer,
and she, the said Nancy Haley, is Assistant 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 Paul E. Pender and Nancy Haley 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 ____ day of August, A.D. 2002.
______________________________________ (NOTARY SEAL)
Sharon Quellhorst
Notary Public
My commission expires January 31, 2005
22
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
Paul E. Pender and Nancy Haley, being severally duly sworn, each
deposes and says that he, the said Paul E. Pender, is Vice President and
Treasurer, and she, the said Nancy Haley, is Assistant 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
or 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 said mortgagor.
- ---------------------------------- ------------------------------------
Paul E. Pender Nancy Haley
Subscribed and sworn to before me this ____ day of August, A.D. 2002.
______________________________________ (NOTARY SEAL)
Sharon Quellhorst
Notary Public
My commission expires January 31, 2005
23
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
On this ____ day of August, A.D. 2002, before me, L. Garcia, a Notary
Public in and for said County in the State aforesaid, personally appeared J.
Bartolini and M. Callahan, to me personally known, and to me known to be Vice
President and Assistant Vice President, respectively, of BNY Midwest Trust
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 she, the said J. Bartolini is Vice President, and she, the said M.
Callahan, is Assistant Vice President, of said BNY Midwest Trust 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 J.
Bartolini and M. Callahan 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 ____ day of August, A.D. 2002.
______________________________________ (NOTARY SEAL)
L. Garcia
Notary Public
My commission expires July 8, 2006
24
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
J. Bartolini and M. Callahan, being severally duly sworn, each for
herself deposes and says that she, the said J. Bartolini, is Vice President, and
she, the said M. Callahan, is Assistant Vice President, of BNY Midwest Trust
Company, the corporation described in and which executed the within and
foregoing Supplemental Trust Indenture, as mortgagee, 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.
- --------------------------------- ------------------------------------
J. Bartolini M. Callahan
Subscribed and sworn to before me this ____ day of August, A.D. 2002.
______________________________________ (NOTARY SEAL)
L. Garcia
Notary Public
My commission expires July 8, 2006
25
SCHEDULE A
The property referred to in Article I of the foregoing Supplemental
Trust Indenture from Northern States Power Company to BNY Midwest Trust Company,
Trustee, made as of June 1, 2002, 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.
PROPERTIES IN THE STATE OF MINNESOTA
LYON COUNTY
The following described real property, situate, lying and being in the County of
Lyon, to wit:
Lyon County Substation
The South 833 feet of the West 833 feet of the Southwest Quarter (SW1/4) of
Section Twenty-eight (28), Township One Hundred Twelve (112), Range Forty (40).
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.