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SUPPLEMENTAL ▇▇▇▇▇▇▇▇▇ ▇▇. ▇
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ POWER
COMPANY
(A MINNESOTA CORPORATION)
TO
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
TRUSTEE
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DATED AS OF
JULY 15, 1999
SUPPLEMENTAL TO INDENTURE
DATED AS OF JULY 1, 1999
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TABLE OF CONTENTS
Parties................................................................................. 1
Recitals................................................................................ 1
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS
SECTION 1.01 Integral Part of Indenture............................................. 2
SECTION 1.02 (a) Definitions..................................................... 2
(b) References to Articles and Sections............................. 2
(c) Terms Referring to this Supplemental Indenture.................. 2
ARTICLE TWO
6.875% NOTES, SERIES DUE 2009
SECTION 2.01 Designation and Principal Amount....................................... 2
SECTION 2.02 Stated Maturity Date................................................... 2
SECTION 2.03 Interest Payment Dates................................................. 2
SECTION 2.04 Office for Payment..................................................... 2
SECTION 2.05 Redemption Provisions.................................................. 2
SECTION 2.06 Authorized Denominations............................................... 4
SECTION 2.07 Occurrence of Release Date............................................. 4
SECTION 2.08 Form of 6.875% Senior Notes, Series Due 2009........................... 4
ARTICLE THREE
COVENANTS
SECTION 3.01 Limitation on Liens.................................................... 4
SECTION 3.02 Certain Definitions.................................................... 5
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.01 Recitals of fact, except as stated, are statements
of the Company......................................................... 8
SECTION 4.02 Supplemental Indenture to be construed as a part
of the Indenture....................................................... 8
SECTION 4.03 (a) Trust Indenture Act to control.................................. 8
(b) Severability of provisions contained in
Supplemental Indenture and Notes................................ 8
SECTION 4.04 References to either party in Supplemental Indenture
(i)
include successors or assigns.......................................... 8
SECTION 4.05 (a) Provision for execution in counterparts......................... 8
(b) Table of Contents and descriptive headings
of Articles not to affect meaning............................... 8
Exhibit A - Form of 6.875% Notes, Series due 2009
(ii)
SUPPLEMENTAL INDENTURE No. 1, made as of the 15th day of July, 1999,
by and between NORTHERN STATES POWER COMPANY, a corporation duly organized
and existing under the laws of the State of Minnesota (the "Company"), and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States, as trustee (the
"Trustee"):
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered its
Indenture (hereinafter referred to as the "Indenture"), made as of July 1, 1999;
and
WHEREAS, Section 2.5 of the Indenture provides that Securities shall be
issued in series and that a Company Order shall specify the terms of each
series; and
WHEREAS, the Company has this day delivered a Company Order setting
forth the terms of a series of Securities designated "6.875% Senior Notes,
Series due 2009" (hereinafter sometimes referred to as the "Notes due 2009");
and
WHEREAS, Section 12.1 of the Indenture provides that the Company and
the Trustee may enter into indentures supplemental thereto for the purposes,
among others, of establishing the form of Securities or establishing or
reflecting any terms of any Security and adding to the covenants of the Company;
and
WHEREAS, the execution and delivery of this Supplemental Indenture No.
1 (herein, "this Supplemental Indenture") have been duly authorized by a
resolution adopted by the Board of Directors of the Company;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in order to set forth the terms and conditions upon which the
Notes due 2009 are, and are to be, authenticated, issued and delivered, and in
consideration of the premises of the purchase and acceptance of the Notes due
2009 by the Holders thereof and the sum of one dollar duly paid to it by the
Trustee at the execution of this Supplemental Indenture, the receipt whereof is
hereby acknowledged, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective Holders from time to time of
the Notes due 2009, as follows:
1
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS
SECTION 1.01 This Supplemental Indenture constitutes an integral
part of the Indenture.
SECTION 1.02 For all purposes of this Supplemental Indenture:
(a) Capitalized terms used herein without definition shall have
the meanings specified in the Indenture;
(b) All references herein to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and
Sections of this Supplemental Indenture; and
(c) The terms "hereof," "herein," "hereby," "hereto," "hereunder"
and "herewith" refer to this Supplemental Indenture.
ARTICLE TWO
6.875% SENIOR NOTES, SERIES DUE 2009
SECTION 2.01 There shall be a series of Securities designated the
"6.875% Senior Notes, Series due 2009" (the "Notes due 2009"). The
Notes due 2009 shall be limited to $250,000,000 aggregate principal
amount.
SECTION 2.02 Except as otherwise provided in Section 2.05 hereof, the
principal amount of the Notes due 2009 shall be payable on the stated
maturity date of August 1, 2009.
SECTION 2.03 The Notes due 2009 shall be dated their date of
authentication as provided in the Indenture and shall bear interest
from their date at the rate of 6.875% per annum, payable semi-annually
on February 1 and August 1 of each year, commencing February 1, 2000.
The Regular Record Dates with respect to such February 1 and August 1
interest payment dates shall be January 15 and July 15, respectively.
Principal and interest shall be payable to the persons and in the
manner provided in Sections 2.4 and 2.12 of the Indenture.
SECTION 2.04 The Notes due 2009 shall be payable at the corporate
trust office of the Trustee and at the offices of such paying agents
as the Company may appoint by Company Order in the future.
SECTION 2.05 The Company may redeem the Notes due 2009 at any time,
in whole or in part, at a redemption price equal to the greater of
(i) the principal amount of such Notes due 2009 to be redeemed or
(ii) the sum of the present values of the remaining scheduled payments
of principal and interest thereon,
2
discounted to the date of redemption on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury
Yield (as defined below) plus 15 basis points, plus in each case
accrued interest thereon to the date of redemption.
"Treasury Yield" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes due 2009 that
would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.
"Independent Investment Banker" means ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Inc. or its successor or, if such firm is unwilling or unable to
select the Comparable Treasury Issue, one of the remaining Reference
Treasury Dealers appointed by the Trustee after consultation with
the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third business day preceding such
redemption date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York
and designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if that release (or any successor release) is not
published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations for such redemption date, or (B) if fewer than four
such Reference Treasury Dealer Quotations are obtained, then the
average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Debt Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means (i) each of ▇▇▇▇▇▇▇ ▇▇▇▇▇
Barney Inc. and any other primary U.S. Government Securities dealer in
New York City
3
(a "Primary Treasury Dealer") designated by, and not affiliated with,
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., provided, however, that if ▇▇▇▇▇▇▇ ▇▇▇▇▇
Barney Inc., or any of its designees shall cease to be a Primary
Treasury Dealer, the Company shall substitute another Primary
Treasury Dealer as a substitute for such entity and (ii) any other
Primary Treasury Dealer selected by the Company
The Notes due 2009 shall not be subject to any sinking fund.
SECTION 2.06 The Notes due 2009 shall be issued in fully registered
form without coupons in denominations of $1,000 and integral multiples
thereof.
SECTION 2.07 The Notes due 2009 shall be issued as unsecured general
obligations of the Company. The Notes due 2009, and all other Notes
issued or to be issued under the Indenture, will not be secured by
first mortgage bonds of the Company and will not be entitled to the
lien of or the benefits provided by the Trust Indenture, dated as of
February 1, 1937, from the Company to ▇▇▇▇▇▇ Trust and Savings Bank, as
trustee, as supplemented by the supplemental trust indentures,
including the Supplemental and Restated Trust Indenture, dated as of
May 1, 1988.
SECTION 2.08 The Notes due 2009 shall initially be in the form
attached as Exhibit A hereto.
ARTICLE THREE
COVENANTS
SECTION 3.01. So long as there remain outstanding any Notes due 2009,
the Company will not create or suffer to be created or to exist any
mortgage, pledge, security interest, or other lien (collectively,
"Lien") on any of its utility properties or assets now owned or
hereafter acquired to secure any indebtedness, without making effective
provision whereby the Notes due 2009 shall be equally and ratably
secured with any and all such indebtedness and with any other
indebtedness similarly entitled to be equally and ratably secured.
However, this restriction shall not apply to or prevent the creation or
existence of:
(1) the Mortgage securing the Company's First Mortgage Bonds
or any indenture supplemental thereto subjecting any property
to the Lien thereof or confirming the Lien thereof upon any
property, whether now owned or hereafter acquired;
(2) Liens on property existing at the time of acquisition or
construction of such property (or created within one year
after completion of such acquisition or construction), whether
by purchase, merger, construction or otherwise or to secure
the payment of all or any part of the purchase price or
construction cost thereof, including the extension of any such
Liens to
4
repairs, renewals, replacements, substitutions, betterments,
additions, extensions and improvements then or thereafter made
on the property subject thereto;
(3) any extensions, renewals or replacements (or successive
extensions, renewals or replacements), in whole or in part, of
Liens permitted by the foregoing clauses (1) and (2);
(4) the pledge of any bonds or other securities at any time
issued under any of the Liens permitted by clauses (1), (2) or
(3);
(5) Permitted Encumbrances; or
(6) Liens on property of any of the Company's Subsidiaries,
including NRG Energy, Inc. and Northern States Power-
Wisconsin.
Further, this restriction shall not apply to or prevent the
creation or existence of leases made, or existing on property
acquired, in the ordinary course of business.
SECTION 3.02 Certain Definitions.
"Mortgage" means the lien of the first mortgage pursuant to
the Trust Indenture, dated as of February 1, 1937, from the Company to
▇▇▇▇▇▇ Trust and Savings Bank, as trustee, as supplemented by the
supplemental trust indentures, including the Supplemental and Restated
Trust Indenture, dated as of May 1, 1988 (the "First Mortgage
Indenture"), securing the Company's First Mortgage Bonds.
"Permitted Encumbrances" means any of the following:
(1) Liens of taxes, assessments or governmental charges for the then
current year and taxes, assessments or governmental charges not then
delinquent; Liens for workers' compensation awards and similar
obligations not then delinquent; mechanics', laborers', material men's
and similar Liens not then delinquent; and any of such Liens, whether
or not delinquent, whose validity is at the time being contested in
good faith by the Company;
(2) Liens and charges incidental to construction or current operations
which have not at the time been filed or asserted or the payment of
which has been adequately secured or which, in the opinion of counsel,
are not material in amount;
(3) Liens, securing obligations neither assumed by the Company nor on
account of which any of them customarily pays interest directly or
indirectly, existing, either at the date hereof, or, as to property
hereafter acquired, at the time of acquisition by the Company;
5
(4) Any right which any municipal or governmental body or agency may
have by virtue of any franchise, license, contract or statute to
purchase, or designate a purchaser of or order the sale of, any
property of the Company upon payment of reasonable compensation
therefor, or to terminate any franchise, license or other rights or to
regulate the property and business of the Company;
(5) The Lien of judgments covered by insurance, or upon appeal and
covered, if necessary, by the filing of an appeal bond, or if not so
covered not exceeding at any one time $1,000,000 in aggregate amount;
(6) Easements or reservations in respect of any property of the Company
for the purpose of roads, pipelines, utility transmission and
distribution lines or other rights-of- way and similar purposes, zoning
ordinances, regulations, reservations, restrictions, covenants, party
wall agreements, conditions of record and other encumbrances (other
than to secure the payment of money), none of which in the opinion of
counsel are such as to interfere with the proper operation and
development of the property affected thereby in the business of the
Company for the use intended;
(7) Any Lien or encumbrance, moneys sufficient for the discharge of
which have been deposited in trust with the Trustee hereunder or with
the trustee or mortgagee under the instrument evidencing such Lien or
encumbrance, with irrevocable authority to the Trustee hereunder or to
such other trustee or mortgagee to apply such moneys to the discharge
of such Lien or encumbrance to the extent required for such purpose;
(8) Any defects of title and any terms, conditions, agreements,
covenants, exceptions and reservations expressed or provided in deeds
or other instruments, respectively, under and by virtue of which the
Company has acquired any property or shall hereafter acquire any
property, none of which, in the opinion of counsel, materially
adversely affects the operation of the properties of the Company;
(9) The pledge of cash or marketable securities for the purpose of
obtaining any indemnity, performance or other similar bonds in the
ordinary course of business, or as security for the payment of taxes or
other assessments being contested in good faith, or for the purpose of
obtaining a stay or discharge in the course of any legal proceedings;
(10) The pledge or assignment in the ordinary course of business of
electricity, gas (either natural or artificial) or steam, accounts
receivable or customers' installment paper;
6
(11) Rights reserved to or vested in others to take or receive any part
of the electricity, gas (either natural or artificial), steam or any
by-products thereof generated or produced by or from any properties of
the Company or with respect to any other rights concerning electricity,
gas (either natural or artificial) or steam supply, transportation, or
storage which are in use in the ordinary course of the electricity, gas
(either natural or artificial) or steam business;
(12) Any landlord's Lien;
(13) Liens created or assumed by the Company in connection with the
issuance of debt securities, the interest on which is excludable from
the gross income of the holders of such securities pursuant to Section
103 of the Internal Revenue Code of 1986, or any successor section, for
purposes of financing, in whole or in part, the acquisition or
construction of property to be used by the Company, but such Liens
shall be limited to the property so financed (and the real estate on
which such property is to be located);
(14) Liens affixing to property of the Company at the time a Person
consolidates with or merges into, or transfers all or substantially all
of its assets to, the Company, provided that in the opinion of the
Board or Company management (evidenced by a certified Board resolution
or an Officers' Certificate delivered to the Trustee) the property
acquired pursuant to the consolidation, merger or asset transfer is
adequate security for the Lien; and
(15) Liens or encumbrances not otherwise permitted if, at the time of
incurrence and after giving effect thereto, the aggregate of all such
Permitted Encumbrances of the Company secured thereby does not exceed
10% of Tangible Net Worth.
"Tangible Net Worth" means (i) common stockholders' equity
appearing on the most recent balance sheet of the Company (or
consolidated balance sheet of the Company and its Subsidiaries if the
Company then has one or more Subsidiaries the accounts of which are
consolidated with the accounts of the Company) prepared in accordance
with generally accepted accounting principles less (ii) intangible
assets (excluding intangible assets recoverable through rates as
prescribed by applicable regulatory authorities).
7
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.01 The recitals of fact herein and in the Notes due 2009
(except the Trustee's Certificate) shall be taken as statements of the
Company and shall not be construed as made by the Trustee.
SECTION 4.02 This Supplemental Indenture shall be construed in
connection with and as a part of the Indenture.
SECTION 4.03
(a) If any provision of this Supplemental 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 Indenture) by any of the provisions
of Sections 310 to 317, inclusive, of said Act, such required
provisions shall control.
(b) In case any one or more of the provisions contained in this
Supplemental Indenture or in the notes 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 4.04 Whenever in this Supplemental 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 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 4.05
(a) This Supplemental Indenture may be simultaneously executed in
several counterparts, and all said counterparts executed and
delivered, each as an original, shall constitute but one and
the same instrument.
(b) The Table of Contents and the descriptive headings of the
several Articles of this Supplemental Indenture were
formulated, used and inserted in this Supplemental Indenture
for convenience only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.
8
IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this
Supplemental Indenture to be signed by its President or a Vice President, and
attested by its Secretary or an Assistant Secretary and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, has caused this Supplemental Indenture to be signed by its
President, Vice President, Assistant Vice President or authorized Corporate
Trust Officer, and attested by an authorized officer, this 26th day of July,
1999.
NORTHERN STATES POWER COMPANY
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇.▇. ▇▇▇▇▇▇▇▇, VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
ATTEST:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., CORPORATE SECRETARY
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, AS TRUSTEE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CORPORATE
TRUST OFFICER
ATTEST:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
9
EXHIBIT A
FORM OF
6.875% SENIOR NOTES, SERIES DUE 2009
REGISTERED REGISTERED
THIS NOTE IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITORY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE
OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS
GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇), TO THE TRUSTEE FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
NORTHERN STATES POWER COMPANY
(INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA)
6.875% SENIOR NOTE, SERIES DUE 2009
CUSIP: 665772 NUMBER:
ORIGINAL ISSUE DATE(S): PRINCIPAL AMOUNT(S):
JULY 26, 1999
INTEREST RATE: 6.875% MATURITY DATE:
AUGUST 1, 2009
NORTHERN STATES POWER COMPANY, a corporation of the State of
Minnesota (the "COMPANY"), for value received hereby promises to pay to Cede
& Co. or registered assigns, the principal sum of
DOLLARS
on the Maturity Date set forth above, and to pay interest thereon from the
Original Issue Date (or if this Global Security has two or more Original Issue
Dates, interest shall, beginning on each such Original Issue Date, begin to
accrue for that part of the principal amount to which that Original Issue Date
is applicable) set forth above or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually in arrears on
the February 1 and August 1 in each year, commencing on February 1, 2000, at the
per annum Interest Rate set forth above, until the principal hereof is paid or
made available for payment. No interest shall accrue on the Maturity Date, so
long as the principal amount of this Global Security is paid on the Maturity
Date. The interest so payable and punctually paid or duly provided for on any
such Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note is registered at the close of business on the
Regular Record Date for such interest, which shall be the January 15 or July 15,
as the case may be, next preceding such Interest Payment Date; provided, that
the first Interest Payment Date for any part of this Note, the Original Issue
Date of which is after a Regular Record Date but prior to the applicable
Interest Payment Date, shall be the Interest Payment Date following the next
succeeding Regular Record Date; and provided, that interest payable on the
Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be payable.
Except as otherwise provided in the Indenture (as defined below), any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and shall be paid to the
Person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Securityholders not more than
fifteen days or fewer than ten days prior to such Special Record Date. On or
before Noon, New York City time, or such other time as shall be agreed upon
between the Trustee and the Depository, of the day on which such payment of
interest is due on this Global Security (other than maturity), the Trustee shall
pay to the Depository such interest in same day funds. On or before Noon, New
York City time, or such other time as shall be agreed upon between the Trustee
and the Depository, of the day on which principal, interest payable at maturity
and premium, if any, is due on this Global Security and following receipt of the
necessary funds from the Company, the Trustee shall deposit with the Depository
the amount equal to the principal, interest payable at maturity and premium, if
any, by wire transfer into the account specified by the Depository. As a
condition to the payment, on the Maturity Date or upon redemption or
acceleration, of any part of the principal and applicable premium of this Global
Security, the Depository shall surrender, or cause to be surrendered, this
Global Security to the Trustee, whereupon a new Global Security shall be issued
to the Depository.
2
This Global Security is a global security in respect of a duly
authorized issue of Senior Notes, Series due 2009 (the "NOTES OF THIS SERIES",
which term includes any Global Securities representing such Notes) of the
Company issued and to be issued under an Indenture dated as of July 1, 1999
between the Company and Norwest Bank Minnesota, National Association, as trustee
(herein called the "TRUSTEE", which term includes any successor Trustee under
the Indenture) and indentures supplemental thereto (collectively, the
"INDENTURE"). Under the Indenture, one or more series of Securities may be
issued and, as used herein, the term "Securities" refers to the Notes of this
Series and any other outstanding series of Securities. Reference is hereby made
for a more complete statement of the respective rights, limitations of rights,
duties and immunities under the Indenture of the Company, the Trustee and the
Securityholders and of the terms upon which the Securities are and are to be
authenticated and delivered. This Global Security has been issued in respect of
the series designated on the first page hereof, limited in aggregate principal
amount to $250,000,000.
Each Note of this Series shall be dated and issued as of the date of
its authentication by the Trustee and shall bear an Original Issue Date or
Dates. Each Security or Global Security issued upon transfer, exchange or
substitution of such Security or Global Security shall bear the Original Issue
Date or Dates of such transferred, exchanged or substituted Security or Global
Security, as the case may be.
The Company may redeem the Notes of this Series at any time, in whole
or in part, at a redemption price equal to the greater of (i) the principal
amount of such Notes of this Series to be redeemed or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon, discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Yield (as
defined below) plus 15 basis points, plus in each case accrued interest thereon
to the date of redemption.
"Treasury Yield" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes of this Series
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.
"Independent Investment Banker" means ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Inc. or its successor or, if such firm is unwilling or unable to
select the Comparable
3
Treasury Issue, one of the remaining Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third business day preceding such
redemption date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York
and designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if that release (or any successor release) is not
published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations for such redemption date, or (B) if fewer than four
such Reference Treasury Dealer Quotations are obtained, then the
average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Debt Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means (i) each of ▇▇▇▇▇▇▇ ▇▇▇▇▇
Barney Inc. and any other primary U.S. Government Securities dealer in
New York City (a "Primary Treasury Dealer") designated by, and not
affiliated with, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., provided, however, that if
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. or any of its designees shall cease to be a
Primary Treasury Dealer, the Company shall substitute another Primary
Treasury Dealer as a substitute for such entity and (ii) any other
Primary Treasury Dealer selected by the Company.
Notice of redemption will be given by mail to Holders of Notes of this Series
not less than 30 or more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture. In the event of redemption of this Global
Security in part only, a new Global Security or Securities of like tenor and
series for the unredeemed portion hereof will be issued in the name of the
Securityholder hereof upon the surrender hereof.
Interest payments for this Global Security shall be computed and paid
on the basis of a 360-day year of twelve 30-day months. In any case where any
Interest Payment Date or date on which the principal of this Global Security is
required to be paid is not a Business Day, then payment of principal, premium or
interest need not be made on such date but may be made on the next succeeding
Business Day with the same force and effect as if made on such Interest Payment
Date or date on which the principal of this Global Security is required to be
paid and, in the case of timely payment thereof, no
4
interest shall accrue for the period from and after such Interest Payment
Date or the date on which the principal of this Global Security is required
to be paid.
The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations in
respect of the Securities (except for certain obligations including obligations
to register the transfer or exchange of Securities, replace stolen, lost or
mutilated Securities, maintain paying agencies and hold monies for payment in
trust, all as set forth in the Indenture) if the Company deposits with the
Trustee money, U.S. Government Obligations which through the payment of interest
thereon and principal thereof in accordance with their terms will provide money,
or a combination of money and U.S. Government Obligations, in any event in an
amount sufficient, without reinvestment, to pay all the principal of and any
premium and interest on the Securities on the dates such payments are due in
accordance with the terms of the Securities.
If an Event of Default shall occur and be continuing, the principal of
the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Securityholders under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Securities. Any such consent or
waiver by the Holder of this Global Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Global Security and of any
Note issued upon the registration of transfer hereof or in exchange therefor or
in lieu thereof whether or not notation of such consent or waiver is made upon
the Note.
As set forth in and subject to the provisions of the Indenture, no
Holder of any Securities will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to such Securities, the Holders of not less than a majority
in principal amount of the outstanding Securities affected by such Event of
Default shall have made written request and offered reasonable indemnity to the
Trustee to institute such proceeding as Trustee and the Trustee shall have
failed to institute such proceeding within 60 days; PROVIDED, HOWEVER, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of and any premium or interest on this
Note on or after the respective due dates expressed here.
No reference herein to the Indenture and to provisions of this Global
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Global
5
Security at the times, places and rates and the coin or currency prescribed
in the Indenture.
As provided in the Indenture and subject to certain limitations therein
set forth, this Global Security may be transferred only as permitted by the
legend hereto.
If at any time the Depository for this Global Security notifies the
Company that it is unwilling or unable to continue as Depository for this Global
Security or if at any time the Depository for this Global Security shall no
longer be eligible or in good standing under the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation, the Company shall
appoint a successor Depository with respect to this Global Security. If a
successor Depository for this Global Security is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company's election to issue this Note in global form shall no
longer be effective with respect to this Global Security and the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of individual Notes of this Series in exchange for this Global
Security, will authenticate and deliver individual Notes of this Series of like
tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of this Global Security.
The Company may at any time and in its sole discretion determine that
all Notes of this Series (but not less than all) issued or issuable in the form
of one or more Global Securities shall no longer be represented by such Global
Security or Securities. In such event, the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Notes of this Series in exchange for such Global Security, shall
authenticate and deliver, individual Notes of this Series of like tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of such Global Security or Securities in exchange for such Global
Security or Securities.
Under certain circumstances specified in the Indenture, the Depository
may be required to surrender any two or more Global Securities which have
identical terms (but which may have differing Original Issue Dates) to the
Trustee, and the Company shall execute and the Trustee shall authenticate and
deliver to, or at the direction of, the Depository a Global Security in
principal amount equal to the aggregate principal amount of, and with all terms
identical to, the Global Securities surrendered thereto and that shall indicate
all Original Issue Dates and the principal amount applicable to each such
Original Issue Date.
The Indenture and the Securities shall be governed by, and construed in
accordance with, the laws of the State of Minnesota.
Unless the certificate of authentication hereon has been executed by
the Trustee, directly or through an Authenticating Agent by manual signature of
an authorized officer,
6
this Global Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
All terms used in this Global Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture unless
otherwise indicated herein.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
NORTHERN STATES POWER COMPANY
By:
------------------------------
Dated:
Title:
------------------------------
Attest:
------------------------------
Title:
------------------------------
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This Note is one of the Securities of
the series herein designated, described
or provided for in the within-mentioned
Indenture.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE
By:
------------------------------------
AUTHORIZED OFFICER
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT
MIN ACT -- _____ Custodian ____________
(Cust) (Minor)
TEN ENT -- as tenants by the entireties Under Uniform Gifts to Minors
JT TEN -- as joint tenants with right of ---------------------------------------
survivorship and not as tenants in common State
Additional abbreviations may also be used
though not in the above list.
--------------------
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
------------------------------------------------------------------------------
Please print or typewrite name and address
including postal zip code of assignee
----------------------------------
the within security and all rights
thereunder, hereby irrevocably
constituting and appointing
____________ attorney to transfer
said security on the books of
the Company, with full power of
substitution in the premises.
Dated:________________________________
NOTICE: The signature to
this assignment must
correspond with the name as
written upon the face of
the within instrument in
every particular, without
alteration or enlargement
or any change whatever.
8