Exhibit 4.57
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SECOND SUPPLEMENTAL INDENTURE
Dated as of August 18, 2000
among
XCEL ENERGY INC.
AS ISSUER,
NORTHERN STATES POWER COMPANY,
AS CO-OBLIGOR
and
▇▇▇▇▇ FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, (formerly, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION)
AS TRUSTEE
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TABLE OF CONTENTS
Page
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ARTICLE I. RELATION TO INDENTURE; DEFINITIONS...........................2
SECTION 1.1...............................................................2
SECTION 1.2...............................................................2
ARTICLE II. CONVEYANCE AND ASSUMPTION....................................3
SECTION 2.1...............................................................3
ARTICLE III. AMENDMENT....................................................3
SECTION 3.1...............................................................3
SECTION 3.2...............................................................3
ARTICLE IV. MISCELLANEOUS................................................3
SECTION 4.1...............................................................3
SECTION 4.2...............................................................3
SECTION 4.3...............................................................4
SECTION 4.4...............................................................4
SECTION 4.5...............................................................4
SECTION 4.6...............................................................4
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SECOND SUPPLEMENTAL INDENTURE, dated as of August 18, 2000 (the "Second
Supplemental Indenture"), among XCEL ENERGY INC. (formerly Northern States Power
Company), a corporation duly organized and existing under the laws of the State
of Minnesota, having its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (the "Company"), Northern STATES Power Company (formerly
Northern Power Corporation), a corporation duly organized and existing under the
laws of the State of Minnesota (the "Co-Obligor") and ▇▇▇▇▇ FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION (formerly, NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION), as trustee (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered its Indenture
(hereinafter referred to as the "Original Indenture"), dated as of January 30,
1997 (the "Original Indenture");
WHEREAS, the Company has heretofore executed and delivered a First
Supplemental Indenture (the Original Indenture and the First Supplemental
Indenture are hereinafter referred to collectively as the "Indenture"), dated as
of January 31, 1997, which created a series of Securities designated 7-7/8%
Junior Subordinated Debentures due 2037 (the "Debentures");
WHEREAS, NSP Financing I, a Delaware statutory business trust (the
"Trust"), has offered to the public $200 million aggregate liquidation amount of
its 7-7/8% Trust Originated Preferred Securities (the "Preferred Securities"),
representing undivided beneficial interests in the assets of the Trust and has
invested the proceeds from such offering, together with the proceeds of the
issuance and sale by the Trust to the Company of $6.19 million aggregate
liquidation amount of its 7-7/8% Trust Originated Common Securities, in $206.19
million aggregate principal amount of the Debentures;
WHEREAS, Section 9.01 of the Indenture provides that the Company and the
Trustee may enter into indentures supplemental thereto for the purposes, among
others, of making any change that does not materially adversely affect the
interests of the Holders of Securities of any series;
WHEREAS, the Company and the Co-Obligor are parties to an Assignment and
Assumption Agreement dated as of August 18, 2000 (the "Agreement") pursuant to
which the Company shall convey substantially all of its assets to the Co-Obligor
other than the capital stock of certain of the Company's subsidiaries which the
Company owns (the "Conveyance of Assets") and the Co-Obligor shall assume
substantially all of the liabilities of the Company, including liabilities
created under the Indenture (the "Assumption of Liabilities");
WHEREAS, each of the Company and the Co-Obligor is a corporation validly
existing under the laws of the State of Minnesota;
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WHEREAS, the Board of Directors of Co-Obligor has duly authorized the
assumption of all the covenants, conditions, liabilities and obligations of the
Company under the Indenture;
WHEREAS, immediately after consummation of the Conveyance of Assets and
Assumption of Liabilities in accordance with the Agreement, no Event of Default
or Default (as defined in the Indenture) shall have occurred and be continuing;
WHEREAS, the execution and delivery of this Second Supplemental Indenture
has been duly authorized by a resolution adopted by the respective Board of
Directors of the Company and Co-Obligor and each of the Company and Co-Obligor
has agreed to be bound by the provisions hereof;
WHEREAS, Article Eight of the Indenture permits the Company to sell,
assign, transfer or lease all or substantially all of the properties and assets
of the Company as an entirety or substantially as an entirety, provided that the
Person (as defined in the Indenture) (or group of affiliated Persons) to which
all or substantially all the properties and assets of the Company as an entirety
or substantially as an entirety are sold, assigned, transferred or leased shall
expressly assume, by an indenture supplemental to the Indenture, executed and
delivered to the Trustee, in form satisfactory to the Trustee, all of the
obligations of the Company under the Securities and the Indenture;
WHEREAS, Co-Obligor desires to assume the obligations of the Company as a
joint and several obligor with the Company under the Indenture and all
Securities (as defined in the Indenture) issued thereunder; and
WHEREAS, the Trustee has duly determined to execute this Second
Supplemental Indenture and to be bound, insofar as it may lawfully do so, by the
provisions hereof.
NOW THEREFORE, the Company and Co-Obligor, in consideration of the premises
and of one dollar duly paid to them by the Trustee at or before the execution
and delivery of these presents, the receipt of which is hereby acknowledged, and
in order to secure the payment, of both the principal and interest, of all
Securities at any time outstanding according to their tenor and effect and the
performance of and compliance with the covenants and conditions contained in the
Indenture, covenant and agree with the Trustee for the equal and proportionate
benefit of the holders from time to time of the Securities, as follows:
ARTICLE I.
RELATION TO INDENTURE; DEFINITIONS
SECTION 1.1. This Second Supplemental Indenture constitutes an
integral part of the Indenture.
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SECTION 1.2. For all purposes of this Second 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 Second Supplemental Indenture; and
(c) The terms "hereof," "herein," "hereby," "hereto," "hereunder"
and "herewith" refer to this Second Supplemental Indenture.
ARTICLE II.
CONVEYANCE AND ASSUMPTION
SECTION 2.1. In accordance with the terms of the Indenture, the
Co-Obligor hereby assumes, jointly and severally with the Company, all the
liabilities and obligations of the Company under the Securities and the
Indenture and agrees to pay, duly and punctually, the principal of and premium
and interest on the Securities, and agrees to perform and fulfill all the
covenants and conditions of the Company under the Securities and Indenture; and
the Co-Obligor shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under the Indenture with the same effect as if
the Co-Obligor had been named with the Company therein and in the Securities.
ARTICLE III.
AMENDMENT
SECTION 3.1. From and after the date of this Second Supplemental
Indenture, the Indenture is hereby amended so that all references therein to
"Northern States Power Company" or the "Company" are hereby deemed to be
references also to the new "Northern States Power Company" and any successor
thereto.
SECTION 3.2. On and after the date of this Second Supplemental
Indenture, each reference in the Indenture to "this Indenture," "hereunder,"
"hereof" or words of like import referring to the Indenture, shall mean and be a
reference to the Indenture as amended hereby.
ARTICLE IV.
MISCELLANEOUS
SECTION 4.1. The recitals of fact herein, except the recital that the
Trustee has duly determined to execute this Second Supplemental Indenture and be
bound, insofar as it may lawfully so do, by the provisions hereof and in the
Securities shall be taken as statements of the Company and the Co-Obligor and
shall not be construed as made by the Trustee.
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SECTION 4.2. This Second Supplemental Indenture shall be construed in
connection with and as a part of the Original Indenture, as supplemented by the
First Supplemental Indenture dated as of January 31, 1997.
SECTION 4.3.
(a) If any provision of this Second 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 the said Act, such
required provisions shall control.
(b) In case any one or more of the provisions contained in this
Second Supplemental Indenture 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 4.4. Wherever in this Second Supplemental Indenture the word
"Indenture" is used without the prefix, "Original" or "Supplemental," such word
was used intentionally to include in its meaning both the Original Indenture and
all indentures supplemental thereto.
SECTION 4.5. Wherever in this Second Supplemental Indenture any 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 Second Supplemental Indenture contained by or on behalf of the Company by
or on behalf of the Co-Obligor 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 4.6.
(a) This Second 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 Second Supplemental Indenture were
formulated, used and inserted in this Second Supplemental
Indenture for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions
hereof.
(c) This Second Supplemental Indenture shall be deemed to be a
contract made under the internal laws of the State of
Minnesota, and for all purposes shall be construed in
accordance with the laws of said State.
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IN WITNESS WHEREOF, XCEL ENERGY INC. (formerly Northern States
Power Company) has caused this Second Supplemental Indenture to be signed by its
President or a Vice President, and attested by its Secretary or an Assistant
Secretary, NORTHERN STATES POWER COMPANY (formerly Northern Power Corporation)
has caused this Second Supplemental Indenture to be signed by its President or a
Vice President, and attested by its Secretary or an Assistant Secretary, and
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, has caused this Second
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 18 day of August, 2000.
XCEL ENERGY INC.
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
ATTEST:
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary
NORTHERN STATES POWER COMPANY
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President & Chief Financial
Officer
ATTEST:
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary
▇▇▇▇▇ FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, AS TRUSTEE
By:
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Name:
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Title:
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ATTEST:
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Name:
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Title:
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