<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
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TABLE OF CONTENTS
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Page
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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