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EXHIBIT 4.73 SUPPLEMENTAL TRUST INDENTURE

Indenture Agreement

EXHIBIT 4.73   SUPPLEMENTAL TRUST INDENTURE | Document Parties: XCEL ENERGY INC | BNY MIDWEST TRUST COMPANY | NORTHERN STATES POWER COMPANY You are currently viewing:
This Indenture Agreement involves

XCEL ENERGY INC | BNY MIDWEST TRUST COMPANY | NORTHERN STATES POWER COMPANY

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Title: EXHIBIT 4.73 SUPPLEMENTAL TRUST INDENTURE
Governing Law: Minnesota     Date: 3/15/2004
Industry: Electric Utilities     Sector: Utilities

EXHIBIT 4.73   SUPPLEMENTAL TRUST INDENTURE, Parties: xcel energy inc , bny midwest trust company , northern states power company
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<PAGE>

 

                                                                      

                                                                    EXHIBIT 4.73

 

 

                          SUPPLEMENTAL TRUST INDENTURE

 

                                       FROM

 

                          NORTHERN STATES POWER COMPANY

 

                                       TO

 

                            BNY MIDWEST TRUST COMPANY

                                     TRUSTEE

 

                             DATED AS OF MAY 1, 2003

 

                                 SUPPLEMENTAL TO

 

                                 TRUST INDENTURE

                             DATED FEBRUARY 1, 1937

 

                                       AND

 

                            SUPPLEMENTAL AND RESTATED

                              TRUST INDENTURE DATED

                                   MAY 1, 1988

 

 

<PAGE>

 

                                TABLE OF CONTENTS

 

<TABLE>

<CAPTION>

                                                                                     Page

<S>                                                                                  <C>

ARTICLE I.......................................................................      10

     SECTION 1.01...............................................................      10

     SECTION 1.02...............................................................      11

     SECTION 1.03...............................................................      11

     SECTION 1.04...............................................................      12

     SECTION 1.05...............................................................      12

     SECTION 1.06...............................................................      12

 

ARTICLE II. APPOINTMENT OF AUTHENTICATING AGENT.................................      12

     SECTION 2.01...............................................................      12

     SECTION 2.02...............................................................      12

     SECTION 2.03...............................................................      13

     SECTION 2.04...............................................................      13

 

ARTICLE III. FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE.....      14

     SECTION 3.01...............................................................      14

     SECTION 3.02...............................................................      14

     SECTION 3.03...............................................................      14

     SECTION 3.04...............................................................      14

 

ARTICLE IV. AMENDMENTS TO INDENTURE.............................................      18

     SECTION 4.01...............................................................      18

 

ARTICLE V. MISCELLANEOUS........................................................      18

     SECTION 5.01...............................................................      18

     SECTION 5.02...............................................................      19

     SECTION 5.03...............................................................      19

     SECTION 5.04...............................................................      19

     SECTION 5.05...............................................................      19

      SECTION 5.06...............................................................      19

</TABLE>

 

<PAGE>

 

         SUPPLEMENTAL TRUST INDENTURE, made as of the 1ST day of May, 2003, but

effective as of May 16, 2003, 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;

 

                              W I T N E S S E T H:

 

         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:

 

<TABLE>

<CAPTION>

DATE OF SUPPLEMENTAL TRUST

        INDENTURE                        DESIGNATION OF SERIES

--------------------------       -------------------------------------

<S>                              <C>

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)

</TABLE>

 

<PAGE>

 

<TABLE>

<S>                              <C>

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 (retired)

December 1, 1993                 Series due December 1, 2000 (retired), and

                                December 1, 2005

February 1, 1994                 Series due February 1, 1999 (retired)

October 1, 1994                  Series due October 1, 2001 (retired)

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, 2003 (retired) and March 1, 2028

May 1, 1999                      Resource Recovery Series Q

June 1, 2000                     Resource Recovery Series R; and

</TABLE>

 

                                       2

<PAGE>

 

          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 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 (or, as the case may be, the

Predecessor Company) 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 Company, created the following series of First

Mortgage Bonds:

 

<TABLE>

<CAPTION>

DATE OF SUPPLEMENTAL TRUST

         INDENTURE                            DESIGNATION OF SERIES

--------------------------       ---------------------------------------------

<S>                              <C>

June 1, 2002                     Series due August 15, 2003

July 1, 2002                      Pollution Control Series S

August 1, 2002                   Series A and Series B due August 28, 2012; and

</TABLE>

 

         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

 

                                       3

<PAGE>

 

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

May 16, 2003 (the "Credit Agreement") among the Company, Wells Fargo Bank, N.A.,

as Administrative Agent (the "Administrative Agent") and the other banks party

thereto (collectively, the "Banks") pursuant to which the Company can borrow and

obtain letters of credit up to an aggregate of $275,000,000 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 and

the other Banks, of a new series of bonds to be designated "First Mortgage

Bonds, Series due 2004, extendible through 2006 (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 2004, extendible through 2006

 

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 "SECURITY AGREEMENT") DATED MAY

16, 2003 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

 

                                       4

<PAGE>

 

COMPANY. THE SECURITY AGREEMENT SETS FORTH VARIOUS PROVISIONS REGARDING (AMONG

OTHER THINGS) THE PAYMENT OF THIS BOND AND VOTING AND TRANSFER RIGHTS WITH

RESPECT TO THIS BOND. THE SECURITY AGREEMENT MAY IMPOSE LIMITATIONS ON THE

AMOUNTS PAYABLE UNDER 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 SECURITY 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 the sum of ______________________ Dollars ($_________),

subject to reductions of principal and limitations on payment as and to the

extent set forth in the Security Agreement (as defined below), 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 May 14, 2004 (the "Maturity Date") or upon

earlier declaration of acceleration or redemption; provided, however, that, in

the event the Commitment Termination Date, under and as defined in the Credit

Agreement (as defined below), is extended in accordance with the terms of the

Credit Agreement, the Maturity Date shall be automatically extended to the date

of such extended Commitment Termination Date and the principal amount of the

bonds of this series shall be automatically reduced to the extent of the

reductions to the Commitment Amounts (as defined in the Credit Agreement), if

any, made in accordance with the Credit Agreement without any further act on the

part of the Company or the holders of the bonds of this series; provided,

further, that the Maturity Date as so extended shall in no event be later than

May 12, 2006 (the Maturity Date or, if extended, the date to which the Maturity

Date shall be extended in accordance with the terms hereof, shall be referred to

as the "Stated Maturity Date"). This bond shall not bear interest. Payment of

the principal 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 May 16, 2003

(as amended, supplemented, restated, extended 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"),

including any amendments or extensions thereto that may be subsequent to the

date hereof. This bond shall be held by the Administrative Agent subject to the

terms of the Credit Agreement and the Security Agreement dated as of May 16,

2003 between the Company and the Administrative Agent (the "Security

Agreement").

 

         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 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, upon written notice from the Administrative Agent to the

Trustee of the occurrence thereof, to be

 

                                       5

<PAGE>

 

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 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 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. The

obligations of the Company under the bonds of this series may be discharged

prior to the Stated Maturity Date under the circumstances set forth in the

Security Agreement.

 

         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 52 supplemental trust indentures (collectively, the

"Supplemental Indentures" and together with the 1937 Indenture, the "Original

Indenture"), 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 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.

 

         The rights of the holder of this bond to vote or consent under the

Indenture in respect of this bond shall be limited to the extent and in the

manner specified in the Security Agreement. 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

 

                                       6

<PAGE>

 

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 at the option of the Company

prior to the Stated Maturity Date for any reason, and are not subject to a

sinking fund.

 

         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 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 bonds of this series shall be redeemable in whole

upon receipt by the Trustee of a written demand (a "Redemption Demand") from the

Administrative Agent stating that there has been such an Event of Default and

demanding redemption of the bonds of this series. The Trust


 
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