ex4_01.htm




Exhibit 4.01


 


SUPPLEMENTAL TRUST INDENTURE


 


FROM


 


NORTHERN STATES POWER COMPANY


(A MINNESOTA CORPORATION)


 


TO


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


 


DATED AUGUST 1, 2012


 


SUPPLEMENTAL TO TRUST INDENTURE


DATED FEBRUARY 1, 1937


 


AND


 


SUPPLEMENTAL AND RESTATED


TRUST INDENTURE


DATED MAY 1, 1988


 




  





  











  






 


TABLE OF CONTENTS


 



	 	 	
Page


	 	 	 
	
PARTIES

	  	
1


	
RECITALS

	  	
1


	 	 	 
	
ARTICLE I

	
SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE INDENTURE

	
10


	 	 	 
	
Section 1.01

	
10


	 	 	 
	
ARTICLE II

	
FORM AND EXECUTION OF SERIES 2022 BONDS AND SERIES 2042 BONDS

	
11


	 	 	 
	
Section 2.01

	
11


	
Section 2.02

	
13


	
Section 2.03

	
15


	
Section 2.04

	
17


	
Section 2.05

	
17


	
Section 2.06

	
17


	
Section 2.07

	
17


	 	 	 
	
ARTICLE III

	
APPOINTMENT OF AUTHENTICATING AGENT

	
20


	 	 	 
	
Section 3.01

	
20


	
Section 3.02

	
20


	
Section 3.03

	
21


	
Section 3.04

	
21


	 	 	 
	
ARTICLE IV

	
FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE

	
22


	 	 	 
	
Section 4.01

	
22


	
Section 4.02

	
22


	
Section 4.03

	
22


	
Section 4.04

	
23


	
Section 4.05

	
23


	
Section 4.06

	
25


	 	 	 
	
ARTICLE V

	
MISCELLANEOUS

	
25


	 	 	 
	
Section 5.01

	
25


	
Section 5.02

	
25


	
Section 5.03

	
25


	
Section 5.04

	
25


	
Section 5.05

	
25


	
Section 5.06

	
26


	  	  	  
	
SCHEDULE A –

	
PROPERTIES

	  












  






i













  






 


Supplemental Trust Indenture, made effective as of the 1st day of August, 2012, 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, Minnesota (the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under and by virtue of the laws of the United States, having its principal office in the City of Chicago, Illinois (as successor trustee to Harris Trust and Savings Bank and BNY Midwest Trust Company), as trustee (the “Trustee”), party of the second part;


 


WITNESSETH:


 


Whereas, a predecessor in interest to the Company, Xcel Energy Inc. (formerly Northern States Power Company), a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota (the “Predecessor Company”) has heretofore 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 the provisions of the 1937 Indenture for the equal pro rata benefit and security of all and each of the bonds issued and to be issued thereunder in accordance with the provisions thereof; and


 


Whereas, the Predecessor Company heretofore has executed and delivered to the Trustee a Supplemental Trust Indenture, made as of June 1, 1942, whereby the Predecessor Company conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the date of the 1937 Indenture; and


 


Whereas, the Predecessor Company heretofore has executed and delivered to the Trustee the following additional Supplemental Trust Indentures which, in addition to conveying, assigning, transferring, mortgaging, pledging, setting over and confirming to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the preparation of the next preceding Supplemental Trust Indenture and adding to the covenants, conditions and agreements of the 1937 Indenture certain additional covenants, conditions and agreements to be observed by the Predecessor Company, created the following series of First Mortgage Bonds:


 




  





  











  






 








	
Date of Supplemental 


Trust Indenture

	 	
 


Designation of Series


	 	 	 
	 	
February 1, 1944

	 	
Series due February 1, 1974 (retired)


	 	
October 1, 1945

	 	
Series due October 1, 1975 (retired)


	 	
July 1, 1948

	 	
Series due July 1, 1978 (retired)


	 	
August 1, 1949

	 	
Series due August 1, 1979 (retired)


	 	
June 1, 1952

	 	
Series due June 1, 1982 (retired)


	 	
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 (redeemed)


	 	
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 (retired)


	 	
February 1, 1994

	 	
Series due February 1, 1999 (retired)


	 	
October 1, 1994

	 	
Series due October 1, 2001 (retired)














  





2











  












	
Date of Supplemental 


Trust Indenture

	 	
 


Designation of Series


	 	  	 	  
	 	
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 (retired)


	 	
June 1, 2000

	 	
Resource Recovery Series R (retired); and







 


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 (as hereinafter defined), 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:


 



	
Date of Supplemental


Trust Indenture

	 	
Designation of Series


	 	 	 
	 	
June 1, 2002

	 	
Series due August 15, 2003 (retired)


	 	
July 1, 2002

	 	
Pollution Control Series S


	 	
August 1, 2002

	 	
Series A and Series B due August 28, 2012


	 	
May 1, 2003

	 	
Series due 2004, extendible through 2006 (retired)


	 	
August 1, 2003

	 	
Series due August 1, 2006 (retired) and Series due August 1, 2010 (retired)


	 	
July 1, 2005

	 	
Series due July 15, 2035


	 	
May 1, 2006

	 	
Series due June 1, 2036


	 	
June 1, 2007

	 	
Series due July 1, 2037







 




  





3











  






 



	 	
March 1, 2008

	 	
Series due March 1, 2018


	 	
November 1, 2009

	 	
Series due November 1, 2039


	 	
August 1, 2010

	 	
Series due August 15, 2015 and Series due August 15, 2040







 


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 (except for those Supplemental Trust Indentures executed after May 1, 1988); and


 


Whereas, the Restated Indenture became effective and operative on July 20, 2005; and


 


Whereas, the Original Indenture, the Restated Indenture and all trust indentures supplemental thereto 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, BNY Midwest Trust Company accepted the rights, powers, duties and obligations of the trustee under the Indenture effective as of May 9, 2002; and


 


Whereas, pursuant to the Transfer and Assumption Agreement dated as of January 1, 2007 between BNY Midwest Trust Company and The Bank of New York Trust Company, N.A., The Bank of New York Trust Company accepted the rights, titles and interests of the trustee under the Indenture effective as of January 1, 2007; 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 desirous of providing for the creation of (a) a new series of First Mortgage Bonds, said new series of bonds to be designated “First Mortgage Bonds, Series due August 15, 2022 (the “Series 2022 Bonds”)” and (b) a new series of First Mortgage Bonds, said new series to be designated “First Mortgage Bonds, Series due August 15, 2042 (the “Series 2042 Bonds” and, collectively with the Series 2022 Bonds, the “Bonds”) the bonds of each series to be issued as registered bonds without coupons in denominations of a multiple of $1,000, and the bonds of each series to be substantially in the form and of the tenor following with the redemption prices inserted therein in conformity with the provisions of Section 2.03 hereof, to-wit:


 


(Form of Series 2022 Bonds and Series 2042 Bonds)


Northern States Power Company


(Incorporated under the laws of the State of Minnesota)


 




  





4











  






 


First Mortgage Bond


Series due August 15, [2022] [2042]


 



	No. _______________	$________________





 


[Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation, to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of The Depository Trust Company (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of The Depository Trust Company), 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, a corporation organized and existing under the laws of the State of Minnesota (the “Company”), for value received, hereby promises to pay to [_____________] or its registered assigns, at the office of the Trustee, in the City of 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, an amount equal to [______________________] Dollars in lawful money of the United States of America, on the 15th day of August, [2022]** [2042]*** and to pay interest hereon from the date hereof at the rate of [2.15]** [3.40]*** percent per annum, in like money, until the Company’s obligation with respect to the payment of such principal sum shall be discharged; said interest being payable at the option of the person entitled to such interest either at the office of the Trustee, in Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York, on the 15th day of February and on the 15th day of August in each year, commencing February 15, 2013 provided that as long as there is no existing default in the payment of interest and except for the payment of defaulted interest, the interest payable on any February 15 or August 15 will be paid to the person in whose name this bond was registered at the close of business on the record date (the February 1 prior to such February 15 or the August 1 prior to such August 15 (whether or not a business day)).  If any interest payment date or date on which the principal of this bond 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 bond is required to be paid and, in the case of timely payment thereof, no interest shall accrue for the period from and after such interest payment date or the date on which the principal of this bond is required to be paid.  The term “business day” shall mean any day other than a Saturday or Sunday or a day on which the offices of the Trustee in the City of Chicago, Illinois, are closed pursuant to authorization of law.


 











* This legend to be included if the Bonds are issued as a global bond in book-entry form.


** To be inserted in Series 2022 Bonds.


*** To be inserted in Series 2042 Bonds.


 




  





5











  






 


[EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THESE GLOBAL BONDS MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE REGISTERED DEPOSITORY OR BY A NOMINEE OF THE REGISTERED DEPOSITORY TO THE REGISTERED DEPOSITORY, ANOTHER NOMINEE OF THE REGISTERED DEPOSITORY, A SUCCESSOR OF THE REGISTERED DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.]*


 


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 61 supplemental trust indentures (collectively, the “Supplemental Indentures”), 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 “Supplemental Trust Indenture”), executed by the Company to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor trustee to Harris Trust and Savings Bank and BNY Midwest Trust Company), as trustee (the “Trustee”).  The 1937 Indenture, as supplemented by the Supplemental Indentures, the Restated Indenture and the Supplemental Trust Indenture, is referred to herein as the “Indenture.”  The Restated Indenture amends and restates the 1937 Indenture and certain of the Supplemental Indentures and became effective and operative on July 20, 2005.  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 provided in the Indenture.


 


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 66 2/3% in principal amount of the bonds then outstanding under the Indenture and any instruments supplemental thereto (excluding bonds challenged and disqualified from voting by reason of the Company’s interest therein as provided in the Indenture); provided that without the consent of all holders of all bonds affected no such modification or alteration shall permit the extension of the maturity of the principal of any bond or the reduction in the rate of interest thereon or any other modification in the terms of payment of such principal or interest.


 


The 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.


 


[At any time prior to February 15, 2022, the Company may redeem the bonds of this series, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of this series being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the bonds of this series being redeemed (excluding the portion of any such interest accrued to the date fixed for redemption), discounted to the date fixed for 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 10 basis points, plus, in each case, accrued and unpaid interest thereon to but excluding the date of redemption.  At any time on or after February 15, 2022, the Company may redeem, in whole or in part, the bonds of this series at 100% of the principal amount being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption.]**


 











* This legend to be included if the bonds are issued as a global bond in book-entry form.


 




  





6











  






 


[At any time prior to February 15, 2042, the Company may redeem the bonds of this series, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of this series being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the bonds of this series being redeemed (excluding the portion of any such interest accrued to the date fixed for redemption), discounted to the date fixed for 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 and unpaid interest thereon to but excluding the date of redemption.  At any time on or after February 15, 2042, the Company may redeem, in whole or in part, the bonds of this series at 100% of the principal amount being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption.]***


 


“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the bonds of this series being redeemed 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 bonds of this series being redeemed.


 


“Comparable Treasury Price” means (i) the average of the Reference Treasury Dealer Quotations for the date fixed for redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations for the date fixed for redemption, or (ii) if the Company obtains fewer than four Reference Treasury Dealer Quotations for the date fixed for redemption, the average of all such Reference Treasury Dealer Quotations for the date fixed for redemption.


 


“Independent Investment Banker” means each of J.P. Morgan Securities LLC, UBS Securities LLC and Wells Fargo Securities, LLC or their respective successors or, if such firms or their respective successors are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.


 


 “Reference Treasury Dealer” means (1) each of J.P. Morgan Securities LLC, UBS Securities LLC, and a Primary Treasury Dealer (defined herein) selected by Wells Fargo Securities, LLC, and their respective successors, provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”), the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer selected the Company after consultation with an Independent Investment Banker.


 









** To be inserted in Series 2022 Bonds.




*** To be inserted in Series 2042 Bonds.


 




  





7











  







 


“Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any date fixed for redemption, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., Eastern time, on the third business day preceding the date fixed for redemption.



 






“Treasury Yield” means, for any date fixed for redemption, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Yield will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the date fixed for redemption.  The Treasury Yield will be calculated on the third business day preceding the date fixed for redemption.


 


Bonds of this series are not subject to a sinking fund.


 


This bond is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized attorney, at the office of the Trustee in the City of Chicago, Illinois, or at the option of the owner at the agency of the Company in the Borough of Manhattan, City and State of New York, or elsewhere if authorized by the Company, upon surrender and cancellation of this bond, and thereupon a new bond or bonds of the same series and of a like aggregate principal amount will be issued to the transferee in exchange therefor as provided in the Indenture, upon payment of taxes or other governmental charges, if any, that may be imposed in relation thereto.


 


Bonds of this series are interchangeable as to denominations in the manner and upon the conditions prescribed in the Indenture.


 


No charge shall be made by the Company for any exchange or transfer of bonds of this series, other than for taxes or other governmental charges, if any, that may be imposed in relation thereto.


 


The Company shall not be required to issue, transfer or exchange any bond of this series during a period of 10 days immediately preceding any selection of bonds of this series to be redeemed.  The Company shall not be required to transfer or exchange any bond of this series called or being called for redemption in its entirety or to transfer or exchange the called portion of a bond of this series which has been called for partial redemption.


 




  





8











  






 


No recourse shall be had for the payment of the principal of or the interest on this bond, or any part thereof, or of any claim based hereon or in respect hereof or of said Indenture, against any incorporator, or any past, present or future shareholder, officer or director of the Company or of any predecessor or successor corporation, either directly or through the Company, or through any such predecessor or successor corporation, or through any receiver or a trustee in bankruptcy, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released, as more fully provided in the Indenture.


 


This bond shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been signed by or on behalf of The Bank of New York Mellon Trust Company, N.A. (as successor trustee to Harris Trust and Savings Bank and BNY Midwest Trust Company), as Trustee under the Indenture, or its successor thereunder.


 


IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this bond to be executed in its name by its President or a Vice President and its corporate seal, or a facsimile thereof, to be hereto affixed and attested by its Secretary or an Assistant Secretary.


 



	Dated:	 	 	
NORTHERN STATES POWER COMPANY


	 	 	 	 
	 	Attest:	 	By:	 
	  	 	Vice President





 


(Form of Trustee’s Certificate)


 


This bond is one of the bonds of the Series designated thereon, described in the within-mentioned Indenture.


 



	  	
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee


	 	 
	 	By:
	 	Authorized Officer
	 	 
	  	
Dated:







 


and


 


Whereas, the Company is desirous of conveying, assigning, transferring, mortgaging, pledging, setting over and confirming to the Trustee and to its respective successors in trust, additional property acquired by it subsequent to the date of the preparation of the Supplemental Trust Indenture dated as of August 1, 2012; and


 




  





9











  






 


Whereas, the Indenture provides in substance that the Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of creating and setting forth the particulars of any new series of bonds and of providing the terms and conditions of the issue of the bonds of any series not expressly provided for in the Indenture and of conveying, assigning, transferring, mortgaging, pledging, setting over and confirming to the Trustee additional property of the Company, and for any other purpose not inconsistent with the terms of the Indenture; and


 


Whereas, the execution and delivery of this Supplemental Trust Indenture have been duly authorized by a resolution adopted by the Board of Directors of the Company; and


 


Whereas, the Trustee has duly determined to execute this Supplemental Trust Indenture and to be bound, insofar as it may lawfully do so, by the provisions hereof;


 


Now, Therefore, Northern States Power Company, in consideration of the premises and of one dollar duly paid to it by the Trustee at or before the ensealing and delivery of these presents, the receipt of which is hereby acknowledged, and other good and valuable considerations, does hereby covenant and agree to and with The Bank of New York Mellon Trust Company, N.A. (as successor trustee to Harris Trust and Savings Bank and BNY Midwest Trust Company), as Trustee, and its successors in the trust under the Indenture for the benefit of those who hold or shall hold the bonds, or any of them, issued or to be issued thereunder, as follows:


 


ARTICLE I


SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY


TO THE LIEN OF THE INDENTURE


 


SECTION 1.01.  The Company, in order to better secure the payment, of both the principal and interest, of all bonds of the Company at any time outstanding under the Indenture according to their tenor and effect and the performance of and compliance with the covenants and conditions contained in the Indenture, has granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set over and confirm, to the Trustee and to its respective successors in said trust forever, subject to the rights reserved by the Company in and by the provisions of the Indenture, all of the property described and mentioned or enumerated in the schedule annexed hereto and marked Schedule A, reference to said schedule being made hereby with the same force and effect as if the same were incorporated herein at length; together with all and singular the tenements, hereditaments and appurtenances belonging and in any way appertaining to the aforesaid property or any part thereof with the reversion and reversions, remainder and remainders, tolls, rents and revenues, issues, income, products and profits thereof;


 


Also, in order to subject the personal property and chattels of the Company to the lien of the Indenture and to conform with the provisions of the Uniform Commercial Code, all fossil, nuclear, hydro and other electric generating plants, including buildings and other structures, turbines, generators, exciters, boilers, reactors, nuclear fuel, other boiler plant equipment, condensing equipment and all other generating equipment; substations; electric transmission and distribution systems, including structures, poles, towers, fixtures, conduits, insulators, wires, cables, transformers, services and meters; steam heating mains and equipment; gas transmission and distribution systems, including structures, storage facilities, mains, compressor stations, purifier stations, pressure holders, governors, services and meters; telephone plant and related distribution systems; trucks and trailers; office, shop and other buildings and structures, furniture and equipment; apparatus and equipment of all other kinds and descriptions; materials and supplies; all municipal and other franchises, leaseholds, licenses, permits, privileges, patents and patent rights; all shares of stock, bonds, evidences of indebtedness, contracts, claims, accounts receivable, choses in action and other intangibles, all books of account and other corporate records;


 




  





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Excluding, however, all merchandise and appliances heretofore or hereafter acquired for the purpose of sale to customers and others;


 


All the estate, right, title, interest and claim, whatsoever, at law as well as in equity, which the Company now has or hereafter may acquire in and to the aforesaid property and every part and parcel thereof subject, however, to the right of the Company, upon the occurrence and continuation of a Completed Default as defined in the Indenture, to retain in its possession all shares of stock, notes, evidences of indebtedness, other securities and cash not expressly required by the provisions hereof to be deposited with the Trustee, to retain in its possession all contracts, bills and accounts receivable, motor cars, any stock of goods, wares and merchandise, equipment or supplies acquired for the purpose of consumption in the operation, construction or repair of any of the properties of the Company, and to sell, exchange, pledge, hypothecate or otherwise dispose of any or all of such property so retained in its possession, free from the lien of the Indenture, without permission or hindrance on the part of the Trustee, or any of the bondholders. No person in any dealings with the Company in respect of any such property shall be charged with any notice or knowledge of any such Completed Default under the Indenture while the Company is in possession of such property.  Nothing contained herein or in the Indenture shall be deemed or construed to require the deposit with, or delivery to, the Trustee of any of such property, except such as is specifically required to be deposited with the Trustee by some express provision of the Indenture;


 


To have and to hold all said property, real, personal and mixed, granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, to the Trustee and its successors and assigns forever, subject, however, to Permitted Encumbrances and to the further reservations, covenants, conditions, uses and trusts set forth in the Indenture; in trust nevertheless for the same purposes and upon the same conditions as are set forth in the Indenture.


 


ARTICLE II


FORM AND EXECUTION OF SERIES 2022 BONDS AND SERIES 2042 BONDS


 


SECTION 2.01.  There is hereby created, for issuance under the Indenture, a series of bonds designated Series due August 15, 2022, each of which shall bear the descriptive title “First Mortgage Bonds, Series due August 15, 2022,” (such bonds, the “Series 2022 Bonds”) and the form thereof shall contain suitable provisions with respect to the matters hereafter specified in this Section.  The Series 2022 Bonds may forthwith be executed by the Company substantially in the form set forth in the recitals, including the relevant provisions as indicated therein, and delivered to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of the Indenture and this Supplemental Trust Indenture.  The Series 2022 Bonds shall initially be authenticated and delivered in the aggregate principal amount of $300,000,000.  The Series 2022 Bonds may be reopened and additional bonds of said series may be issued in excess of the amount initially authenticated and delivered, provided that such additional bonds of said series will contain the same terms (including the maturity date and interest rate), except for the public offering price and the issue date, as the other Series 2022 Bonds. Any such additional Series 2022 Bonds, together with the Series 2022 Bonds initially authenticated, shall constitute a single series for purposes of the Indenture and shall be limited to an aggregate principal amount of $600,000,000.  The Series 2022 Bonds shall mature on August 15, 2022, and shall be issued as registered bonds without coupons in denominations of $1,000.  The Series 2022 Bonds shall bear interest at a rate of 2.15% per annum on the principal amount thereof payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2013, and the principal shall be payable at the office of the Trustee in the City of 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, in lawful money of the United States of America, and the interest shall be payable in like money at the option of the person entitled to such interest either at said office of the Trustee in the City of Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York.  Interest on the Series 2022 Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.  If any interest payment date or date on which the principal of this bond 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 bond is required to be paid and, in the case of timely payment thereof, no interest shall accrue for the period from and after such interest payment date or the date on which the principal of this bond is required to be paid.  The Series 2022 Bonds shall be dated as of the date of authentication thereof by the Trustee.  The term “business day” shall mean any day other than a Saturday or Sunday or a day on which the offices of the Trustee in the City of Chicago, Illinois, are closed pursuant to authorization of law.


 




  





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As long as there is no existing default in the payment of interest on the Series 2022 Bonds, the person in whose name any Series 2022 Bond is registered at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of any such Series 2022 Bond subsequent to the Record Date and on or prior to such interest payment date, except as and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such Series 2022 Bond is registered on the Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice thereof shall be given to the registered holder of any Series 2022 Bond not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series 2022 Bond may be listed, and upon such notice as may be required by such exchange.


 


The term “Record Date” as used in this Section 2.01 with respect to any interest payment date (February 15 or August 15) shall mean the February 1 prior to such February 15 or the August 1 prior to such August 15 (whether or not a business day).


 




  





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As used in this Section 2.01, the term “default in the payment of interest” means failure to pay interest on the applicable interest payment date disregarding any period of grace permitted by the Indenture.


 




The “Special Record Date” as used in this Section 2.01 shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Series 2022 Bond and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such defaulted interest as provided in this Section 2.01.  Thereupon the Trustee shall fix a Special Record Date for the payment of such defaulted interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such defaulted interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each holder of the Series 2022 Bonds, at his, her or its address as it appears in the bond register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such defaulted interest and the Special Record Date therefor having been mailed as aforesaid, such defaulted interest shall be paid to the persons in whose names the Series 2022 Bonds are registered on such Special Record Date and shall not be payable pursuant to the paragraph immediately following in this Section 2.01.


 


The Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series 2022 Bonds may be listed, and upon such notice as may be required by such exchange, if, after notice is given by the Company to the Trustee of the proposed payment pursuant to this Section 2.01, such payment shall be deemed practicable by the Trustee.


 


SECTION 2.02.  There is hereby created, for issuance under the Indenture, a series of bonds designated Series due August 15, 2042, each of which shall bear the descriptive title “First Mortgage Bonds, Series due August 15, 2042,” (such bonds, the “Series 2042 Bonds”) and the form thereof shall contain suitable provisions with respect to the matters hereafter specified in this Section.  The Series 2042 Bonds may forthwith be executed by the Company substantially in the form set forth in the recitals, including the relevant provisions as indicated therein, and delivered to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of the Indenture and this Supplemental Trust Indenture.  The Series 2042 Bonds shall initially be authenticated and delivered in the aggregate principal amount of $500,000,000.  The Series 2042 Bonds may be reopened and additional bonds of said series may be issued in excess of the amount initially authenticated and delivered, provided that such additional bonds of said series will contain the same terms (including the maturity date and interest rate), except for the public offering price and the issue date, as the other Series 2042 Bonds. Any such additional Series 2042 Bonds, together with the Series 2042 Bonds initially authenticated, shall constitute a single series for purposes of the Indenture and shall be limited to an aggregate principal amount of $800,000,000.  The Series 2042 Bonds shall mature on August 15, 2042, and shall be issued as registered bonds without coupons in denominations of $1,000.  The Series 2042 Bonds shall bear interest at a rate of 3.40% per annum on the principal amount thereof payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2013, and the principal shall be payable at the office of the Trustee in the City of 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, in lawful money of the United States of America, and the interest shall be payable in like money at the option of the person entitled to such interest either at said office of the Trustee in the City of Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York.  Interest on the Series 2042 Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.  If any interest payment date or date on which the principal of this bond 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 bond is required to be paid and, in the case of timely payment thereof, no interest shall accrue for the period from and after such interest payment date or the date on which the principal of this bond is required to be paid.  The Series 2042 Bonds shall be dated as of the date of authentication thereof by the Trustee.  The term “business day” shall mean any day other than a Saturday or Sunday or a day on which the offices of the Trustee in the City of Chicago, Illinois are closed pursuant to authorization of law.


 




  





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As long as there is no existing default in the payment of interest on the Series 2042 Bonds, the person in whose name any Series 2042 Bond is registered at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of any such Series 2042 Bond subsequent to the Record Date and on or prior to such interest payment date, except as and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such Series 2042 Bond is registered on the Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice thereof shall be given to the registered holder of any Series 2042 Bond not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series 2042 Bond may be listed, and upon such notice as may be required by such exchange.


 


The term “Record Date” as used in this Section 2.02 with respect to any interest payment date (February 15 or August 15) shall mean the February 1 prior to such February 15 or the August 1 prior to such August 15 (whether or not a business day).


 


As used in this Section 2.02, the term “default in the payment of interest” means failure to pay interest on the applicable interest payment date disregarding any period of grace permitted by the Indenture.


 


The “Special Record Date” as used in this Section 2.02 shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Series 2042 Bond and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such defaulted interest as provided in this Section 2.02.  Thereupon the Trustee shall fix a Special Record Date for the payment of such defaulted interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such defaulted interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each holder of the Series 2042 Bonds, at his, her or its address as it appears in the bond register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such defaulted interest and the Special Record Date therefor having been mailed as aforesaid, such defaulted interest shall be paid to the persons in whose names the Series 2042 Bonds are registered on such Special Record Date and shall not be payable pursuant to the paragraph immediately following in this Section 2.02.


 




  





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The Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series 2042 Bonds may be listed, and upon such notice as may be required by such exchange, if, after notice is given by the Company to the Trustee of the proposed payment pursuant to this Section 2.02, such payment shall be deemed practicable by the Trustee.


 


SECTION 2.03.  At any time prior to February 15, 2022, the Company may redeem the Series 2022 Bonds, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of such Series 2022 Bonds being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Series 2022 Bonds being redeemed (excluding the portion of any such interest accrued to the date fixed for redemption), discounted to the date fixed for 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 10 basis points, plus, in each case, accrued and unpaid interest thereon to but excluding the date of redemption.  At any time on or after February 15, 2022, the Company may redeem, in whole or in part, the Series 2022 Bonds at 100% of the principal amount being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption.


 


At any time prior to February 15, 2042, the Company may redeem the Series 2042 Bonds, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of such Series 2042 Bonds being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Series 2042 Bonds being redeemed (excluding the portion of any such interest accrued to the date fixed for redemption), discounted to the date fixed for 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 and unpaid interest thereon to but excluding the date of redemption.  At any time on or after February 15, 2042, the Company may redeem, in whole or in part, the Series 2042 Bonds at 100% of the principal amount being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption.


 


“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Bonds of the series being redeemed 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 Bonds of the series being redeemed.


 




  





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“Comparable Treasury Price” means (i) the average of the Reference Treasury Dealer Quotations for the date fixed for redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations for the date fixed for redemption, or (ii) if the Company obtains fewer than four Reference Treasury Dealer Quotations for the date fixed for redemption, the average of all of the Reference Treasury Dealer Quotations for the date fixed for redemption.


 


“Independent Investment Banker” means each of J.P. Morgan Securities LLC, UBS Securities LLC and Wells Fargo Securities, LLC and or their respective successors or, if such firms or their respective successors are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.


 


“Reference Treasury Dealer” means (1) each of J.P. Morgan Securities LLC, UBS Securities LLC, and a Primary Treasury Dealer (defined herein) selected by Wells Fargo Securities, LLC, and their respective successors, provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”), the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer selected by the Company after consultation with an Independent Investment Banker.


 


“Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any date fixed for redemption, the average, as determined by an Independent Investment Banker, 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 an Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., Eastern time, on the third business day preceding the date fixed for redemption.


 


“Treasury Yield” means, for any date fixed for redemption, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Yield will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the date fixed for redemption.  The Treasury Yield will be calculated on the third business day preceding the date fixed for redemption.


 


The Company may redeem, in whole or in part, the Series 2022 Bonds without redeeming the Series 2042 Bonds or the Series 2042 Bonds without redeeming the Series 2022 Bonds.


 


Neither the Series 2022 Bonds nor the Series 2042 Bonds are subject to a sinking fund.


 




  





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The redemption prices of the Bonds need not be specified in any temporary bond of said series if an appropriate reference be made in said temporary bond to the provision of this Section.


 


SECTION 2.04.  The registered owner of any Bonds, at his, her or its option, may surrender the same with other Bonds of such series at the office of the Trustee in the City of Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York, or elsewhere if authorized by the Company, for cancellation, in exchange for other Bonds of such series of higher or lower authorized denominations, but of the same aggregate principal amount, bearing interest from its date, and upon receipt of any payment required under the provisions of Section 2.05 hereof.  Thereupon the Company shall execute and deliver to the Trustee and the Trustee shall authenticate and deliver such other registered Bonds to such registered owner at its office or at any other place specified as aforesaid.


 


Notwithstanding any other provisions of the Indenture to the contrary, the Company shall not be required to issue, transfer or exchange any Bond during a period of ten (10) days next preceding any selection of Bonds of such series to be redeemed.  The Company shall not be required to transfer or exchange any Bond called or being called for redemption in its entirety or to transfer or exchange the called portion of a Bond which has been called for partial redemption.


 


SECTION 2.05.  No charge shall be made by the Company for any exchange or transfer of Bonds other than for taxes or other governmental charges, if any, that may be imposed in relation thereto.


 


SECTION 2.06.  The Bonds shall be executed on behalf of the Company by its President or one of its Vice Presidents, and its corporate seal shall be thereunto affixed, or printed, lithographed or engraved thereon, in facsimile, and attested by the signature of its Secretary or one of its Assistant Secretaries.  Any such signatures may be manual or facsimile signatures and may be imprinted or otherwise reproduced.  In case any of the officers who shall have signed any Bonds or attested the seal thereon shall cease to be such officers of the Company before the Bonds so signed and sealed actually shall have been authenticated by the Trustee or delivered by the Company, such Bonds nevertheless may be issued, authenticated and delivered with the same force and effect as though the person or persons who signed such Bonds and attested the seal thereon had not ceased to be such officer or officers of the Company.  Any Bond issuable hereunder may be signed or attested on behalf of the Company by such person as at the actual date of the execution of such Bond shall be the proper officer of the Company, although at the date of such Bond such person shall not have been an officer of the Company.


 


SECTION 2.07. (a) Except as provided in subsections (c) and (g) of this Section 2.07, the registered holder of all of the Series 2022 Bonds and the Series 2042 Bonds shall be The Depository Trust Company (“DTC”) and such Bonds shall be registered in the name of Cede & Co., as nominee for DTC.  Payment of principal of, premium, if any, and interest on any Bonds registered in the name of Cede & Co. shall be made by transfer of New York Federal or equivalent immediately available funds with respect to the Bonds to the account of Cede & Co. on each such payment date for the Bonds at the address indicated for Cede & Co. in the bond register kept by the Trustee.


 




  





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(b)           The Series 2022 Bonds and the Series 2042 Bonds shall each be initially issued in the form of one or more separate single authenticated fully registered certificates in the respective aggregate principal amount of such series of Bonds.  Upon initial issuance, the ownership of such Bonds shall be registered in the bond register kept by the Trustee in the name of Cede & Co., as nominee of DTC.  The Trustee and the Company may treat DTC (or its nominee) as the sole and exclusive registered holder of the Bonds registered in its name for the purposes of payment of the principal of, premium, if any, and interest on the Bonds and of giving any notice permitted or required to be given to holders under the Indenture, except as provided in subsection (g) below of this Section 2.07; and neither the Trustee nor the Company shall be affected by any notice to the contrary.  Neither the Trustee nor the Company shall have any responsibility or obligation to any of DTC’s participants (each a “Participant”), any person claiming a beneficial ownership in the Bonds under or through DTC or any Participant (each a “Beneficial Owner”) or any other person which is not shown on the bond register maintained by the Trustee as being a registered holder, with respect to (1) the accuracy of any records maintained by DTC or any Participant; (2) the payment by DTC or any Participant of any amount in respect of the principal of, premium, if any, or interest on the Bonds; (3) the delivery by DTC or any Participant of any notice to any Beneficial Owner which is permitted or required to be given to registered holders under the Indenture of the Bonds; (4) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (5) any consent given or other action taken by DTC as bondholder.  The Trustee shall pay all principal of, premium, if any, and interest on the Bonds registered in the name of Cede & Co. only to or “upon the order of” (as that term is used in the Uniform Commercial Code as adopted in Minnesota and New York) DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Company’s obligations with respect to the principal of, premium, if any, and interest on such Bonds to the extent of the sum or sums so paid.  Except as otherwise provided in subsections (c) and (g) below of this Section 2.07, no person other than DTC shall receive authenticated bond certificates evidencing the obligation of the Company to make payments of principal of and interest on the Bonds.  Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of the Indenture with respect to transfers of bonds, the word “Cede & Co.” in this Supplemental Trust Indenture shall refer to such new nominee of DTC.


 


(c)           If the Company in its discretion determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates for the Series 2022 Bonds or Series 2042 Bonds or there shall have occurred and be continuing a Completed Default with respect to one or both series of Bonds, the Company shall notify DTC and the Trustee, whereupon DTC will notify the Participants of the availability through DTC of bond certificates for such series of Bonds.  In such event, the Trustee shall issue, transfer and exchange bond certificates as requested by DTC in appropriate amounts pursuant to Article II of the Restated Indenture and Section 2.04 of this Supplemental Trust Indenture.  The Company shall pay all costs in connection with the production of bond certificates if the Company makes such a determination under this Section 2.07(c).  DTC may determine to discontinue providing its services with respect to a series of Bonds at any time by giving written notice to the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law.  Under such circumstances (if there is no successor book-entry depository), the Company and the Trustee shall be obligated (at the sole cost and expense of the Company) to deliver bond certificates for such series of Bonds as described in this Supplemental Trust Indenture.  If bond certificates are issued, the provisions of the Indenture shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of, premium, if any, and interest on such certificates.  Whenever DTC requests the Company and the Trustee to do so, the Company will direct the Trustee (at the sole cost and expense of the Company) to cooperate with DTC in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Bonds to any Participant or (ii) to arrange for another book-entry depository to maintain custody of certificates evidencing the Bonds registered in the name of such depository or its nominee.  Any successor book-entry depository must be a clearing agency registered with the Securities and Exchange Commission pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, and must enter into an agreement with the Company and the Trustee agreeing to act as the depository and clearing agency for such series of Bonds (except as provided in subsection (g) below of this Section 2.07).  After such agreement has become effective, DTC shall present the Bonds for registration of transfer in accordance with Section 2.12 of the Restated Indenture, and the Trustee shall register them in the name of the successor book-entry depository or its nominee and all references thereafter to DTC shall be to such successor book-entry depository.  If a successor book-entry depository has not accepted such position before the effective date of DTC’s termination of its services, the book-entry system shall automatically terminate and may not be reinstated without the consent of all registered holders of the Bonds.


 




  





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(d)           Notwithstanding any other provision of this Supplemental Trust Indenture to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of, premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, to DTC as provided in the blanket representation letter among DTC, the Company and the Trustee.  The Trustee is hereby authorized and directed to comply with all terms of the representation letter.


 


(e)           In connection with any notice or other communication to be provided pursuant to the Indenture for the Bonds by the Company or the Trustee with respect to any consent or other action to be taken by the registered holders of the Bonds, the Company or the Trustee, as the case may be, shall seek to establish a record date to the extent permitted by the Indenture for such consent or other action and give DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. Such notice to DTC shall be given only when DTC is the sole registered holder.


 


(f)           NEITHER THE COMPANY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS; (3) THE DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO REGISTERED HOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS A REGISTERED HOLDER.


 




  





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SO LONG AS CEDE & CO. IS THE REGISTERED HOLDER OF THE BONDS AS NOMINEE OF DTC, REFERENCES HEREIN TO REGISTERED HOLDERS OF THE BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BONDS NOR THE PARTICIPANTS.


 


(g)           The Company, in its sole discretion, may terminate the services of DTC with respect to a series of Bonds if the Company determines that: (i) DTC (x) is unable to discharge its responsibilities with respect to such series of Bonds or (y) at any time ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended; or (ii) there shall have occurred and be continuing a Completed Default with respect to either series of Bonds.  The Company, in its sole discretion, may terminate the services of DTC with respect to either series of Bonds if the Company determines that a continuation of the requirement that all of the outstanding Bonds be registered with the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds.  After such event and if no substitute book-entry depository is appointed by the Company, the bond certificates for the Series 2022 Bonds and the Series 2042 Bonds will be delivered as described in the Indenture.


 


(h)           Upon the termination of the services of DTC with respect to the Bonds pursuant to subsections (c) or (g) of this Section 2.07 after which no substitute book-entry depository is appointed, the Bonds shall be registered in whatever name or names holders transferring or exchanging the Bonds shall designate in accordance with the provisions of the Indenture.


 


ARTICLE III


APPOINTMENT OF AUTHENTICATING AGENT


 


SECTION 3.01.  The Trustee shall, if requested in writing so to do by the Company, promptly appoint an agent or agents of the Trustee who shall have authority to authenticate registered Series 2022 Bonds and Series 2042 Bonds in the name and on behalf of the Trustee.  Such appointment by the Trustee shall be evidenced by a certificate of a vice-president of the Trustee delivered to the Company prior to the effectiveness of such appointment.


 


SECTION 3.02.  (a) Any such authenticating agent shall be acceptable to the Company and at all times shall be a corporation, trust company or banking association organized and doing business under the laws of the United States or of any State, is authorized under such laws to act as authenticating agent, has a combined capital and surplus of at least $10,000,000 and is subject to supervision or examination by Federal or State authority and to act as authenticating agent.  If such corporation, trust company or banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 3.02 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.


 


(b)           Any corporation, trust company or banking association into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation, trust company or banking association resulting from any merger, conversion or consolidation to which any authenticating agent shall be a party, or any corporation, trust company or banking association succeeding to the corporate agency business of any authenticating agent, shall continue to be the authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or the authenticating agent.


 




  





20











  






 


(c)           Any authenticating agent at any time may resign by giving written notice of resignation to the Trustee and to the Company.  The Trustee may at any time, and upon written request of the Company to the Trustee shall, terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company.  Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible in accordance with the provisions of this Section 3.02, the Trustee, unless otherwise requested in writing by the Company, promptly shall appoint a successor authenticating agent, which shall be acceptable to the Company.  Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named.  No successor authenticating agent shall be appointed unless eligible under the provisions of this Section 3.02.


 


(d)           The Company agrees to pay to any authenticating agent, appointed in accordance with the provisions of this Section 3.02, reasonable compensation for its services.


 


SECTION 3.03.  If an appointment is made pursuant to this Article III, the registered Series 2022 Bonds and Series 2042 Bonds shall have endorsed thereon, in addition to the Trustee’s Certificate, an alternate Trustee’s Certificate in the following form:


 


(Form of Trustee’s Certificate)


 


This bond is one of the bonds of the Series designated thereon, described in the within-mentioned Indenture.


 



	  	
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee


	 	 
	 	By:
	 	Authenticating Agent
	 	 
	 	By:
	 	Authorized Officer
	 	 
	 	Dated: 	 





 


SECTION 3.04.  No provision of this Article III shall require the Trustee to have at any time more than one such authenticating agent for any one State or to appoint any such authenticating agent in the State in which the Trustee has its principal place of business.


 




  





21











  






 


ARTICLE IV


FINANCING STATEMENT TO COMPLY WITH


THE UNIFORM COMMERCIAL CODE


 


SECTION 4.01.  The name and address of the debtor and secured party are set forth below:


 



	 	
Debtor:

	
Northern States Power Company


	 	 	414 Nicollet Mall
	 	 	Minneapolis, Minnesota  55401
	 	 	 
	 	
Secured Party:

	
The Bank of New York Mellon Trust Company, N.A., Trustee


	 	 	2 North LaSalle Street
	 	 	Suite 1020
	 	 	Chicago, Illinois  60602





 


Note:  Northern States Power Company, the debtor above named, is “a transmitting utility” under the Uniform Commercial Code as adopted in Minnesota, North Dakota and South Dakota.


 


SECTION 4.02.  Reference to Article I hereof is made for a description of the property of the debtor covered by this Financing Statement with the same force and effect as if incorporated in this Section at length.


 


SECTION 4.03.  The maturity dates and respective principal amounts of obligations of the debtor secured and presently to be secured by the Indenture and this Supplemental Trust Indenture, reference to all of which for the terms and conditions thereof is hereby made with the same force and effect as if incorporated herein at length, are as follows:


 



	
First Mortgage Bonds

	 	
Principal Amount

	 
	 	 	 	 
	
Series due July 1, 2025

	 	$	250,000,000	 
	
Pollution Control Series N

	 	$	27,900,000	 
	
Pollution Control Series O

	 	$	50,000,000	 
	
Pollution Control Series P

	 	$	50,000,000	 
	
Series due March 1, 2028

	 	$	150,000,000	 
	
Pollution Control Series S

	 	$	69,000,000	 
	
Series A and Series B due August 28, 2012

	 	$	450,000,000	 
	
Series due July 15, 2035

	 	$	250,000,000	 
	
Series due June 1, 2036

	 	$	400,000,000	 
	
Series due July 1, 2037

	 	$	350,000,000	 
	
Series due March 1, 2018

	 	$	500,000,000	 
	
Series due November 1, 2039

	 	$	300,000,000	 
	
Series due August 15, 2015

	 	$	250,000,000	 
	
Series due August 15, 2040

	 	$	250,000,000	 
	
Series due August 15, 2022

	 	$	300,000,000	 
	
Series due August 15, 2042

	 	$	500,000,000	 





 




  





22











  






 


SECTION 4.04.  This Financing Statement is hereby adopted for all of the First Mortgage Bonds of the Series mentioned above secured by said Indenture and this Supplemental Trust Indenture.


 


SECTION 4.05.  The 1937 Indenture, the Restated Indenture and the prior Supplemental Indentures, as set forth below, have been filed or recorded in each and every office in the States of Minnesota, North Dakota and South Dakota designated by law for the filing or recording thereof in respect of all property of the Company subject thereto:


 




	
Original Indenture

	
Supplemental Indenture


	
Dated February 1, 1937

	
Dated May 1, 1983


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated June 1, 1942

	
Dated December 1, 1983


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated February 1, 1944

	
Dated September 1, 1984


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated October 1, 1945

	
Dated December 1, 1984


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated July 1, 1948

	
Dated May 1, 1985


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated August 1, 1949

	
Dated September 1, 1985


	 	 
	
Supplemental Indenture

	
Supplemental and Restated Indenture


	
Dated June 1, 1952

	
Dated May 1, 1988


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated October 1, 1954

	
Dated July 1, 1989


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated September 1, 1956

	
Dated June 1, 1990


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated August 1, 1957

	
Dated October 1, 1992


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated July 1, 1958

	
Dated April 1, 1993


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated December 1, 1960

	
Dated December 1, 1993


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated August 1, 1961

	
Dated February 1, 1994









 




  





23











  






 




	
Supplemental Indenture

	
Supplemental Indenture


	
Dated June 1, 1962

	
Dated October 1, 1994


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated September 1, 1963

	
Dated June 1, 1995


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated August 1, 1966

	
Dated April 1, 1997


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated June 1, 1967

	
Dated March 1, 1998


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated October 1, 1967

	
Dated May 1, 1999


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated May 1, 1968

	
Dated June 1, 2000


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated October 1, 1969

	
Dated August 1, 2000


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated February 1, 1971

	
Dated June 1, 2002


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated May 1, 1971

	
Dated July 1, 2002


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated February 1, 1972

	
Dated August 1, 2002


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated January 1, 1973

	
Dated May 1, 2003


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated January 1, 1974

	
Dated August 1, 2003


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated September 1, 1974

	
Dated July 1, 2005


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated April 1, 1975

	
Dated May 1, 2006


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated May 1, 1975

	
Dated June 1, 2007


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated March 1, 1976

	
Dated March 1, 2008







 






  





24











  






 



	
Supplemental Indenture

	
Supplemental Indenture


	
Dated June 1, 1981

	
Dated November 1, 2009


	 	 
	
Supplemental Indenture

	
Supplemental Indenture


	
Dated December 1, 1981

	
Dated August 1, 2010







 


SECTION 4.06.  The property covered by this Financing Statement also shall secure additional series of First Mortgage Bonds of the debtor which may be issued from time to time in the future in accordance with the provisions of the Indenture.


 


ARTICLE V


MISCELLANEOUS


 


SECTION 5.01.  The recitals of fact herein, except the recital that the Trustee has duly determined to execute this Supplemental Trust Indenture and be bound, insofar as it may lawfully so do, by the provisions hereof and in the bonds shall be taken as statements of the Company and shall not be construed as made by the Trustee.  The Trustee makes no representations as to the value of any of the property subject to the lien of the Indenture, or any part thereof, or as to the title of the Company thereto, or as to the security afforded thereby and hereby, or as to the validity of this Supplemental Trust Indenture or of the bonds issued under the Indenture by virtue hereof (except the Trustee’s certificate) and the Trustee shall incur no responsibility in respect of such matters.


 


SECTION 5.02.  This Supplemental Trust Indenture shall be construed in connection with and as a part of the Indenture.


 


SECTION 5.03.  (a) If any provision of the Indenture or this Supplemental Trust Indenture limits, qualifies or conflicts with another provision of the Indenture required to be included in indentures qualified under the Trust Indenture Act of 1939, as amended (as enacted prior to the date of this Supplemental Trust Indenture) by any of the provisions of Sections 310 to 317, inclusive, of the said Act, such required provision shall control.


 


(b)           In case any one or more of the provisions contained in this Supplemental Trust Indenture or in the bonds issued hereunder shall 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 5.04.  Wherever in this Supplemental Trust Indenture the word “Indenture” is used without the prefix “1937,” “Original,” “Restated,” or “Supplemental,” such word was used intentionally to include in its meaning both the 1937 Indenture, as amended and restated by the Restated Indenture, and all indentures supplemental thereto.


 


SECTION 5.05.  Wherever in this Supplemental Trust Indenture either of the parties hereto is named or referred to, this shall be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Supplemental Trust Indenture contained by or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.


 




  





25











  






 


SECTION 5.06.  (a) This Supplemental Trust Indenture may be executed simultaneously in several counterparts, and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.


 


(b)           The Table of Contents and the descriptive headings of the several Articles of this Supplemental Trust Indenture were formulated, used and inserted in this Supplemental Trust Indenture for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.


 


The total aggregate amount of obligations to be issued forthwith under this Supplemental Trust Indenture shall not exceed $800,000,000, consisting of the Series 2022 Bonds in the aggregate principal amount of $300,000,000 and the Series 2042 Bonds in the aggregate principal amount of $500,000,000.


 








 




  





26











  






 


In Witness Whereof, on this 2nd day of August, A.D. 2012, Northern States Power Company, a Minnesota corporation, party of the first part, has caused its corporate name and seal to be hereunto affixed and this Supplemental Trust Indenture effective August 1, 2012, to be signed by its President or a Vice President, and attested by its Secretary or an Assistant Secretary, for and in its behalf, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor trustee to Harris Trust and Savings Bank and BNY Midwest Trust Company), a national banking association, as Trustee, party of the second part, to evidence its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this Supplemental Trust Indenture effective August 1, 2012, to be signed by its President, a Vice President or an Assistant Vice President, and attested by its Secretary or an Assistant Secretary, for and in its behalf.


 



	  	 	
NORTHERN STATES POWER COMPANY


	 	 	 
	 	 	  /s/ George E. Tyson II
	 	 	By: George E. Tyson II
	 	 	Its: Vice President and Treasurer
	 	 	 
	
Attest:

	 	 
	 	 	 
	
   /s/ Patrice D. Blaeser

	 	 
	
By: Patrice D. Blaeser

	 	 
	
Its: Assistant Secretary

	 	  
	 	 	 
	
Executed by Northern States Power Company in the presence of:

	 	
(CORPORATE SEAL)


	 	 	 
	
  /s/ Mary P. Schell

	 	 
	
Witness: Mary P. Schell

	 	 
	 	 	 
	
  /s/ Kaydra A. Kirtz

	 	 
	
Witness: Kaydra A. Kirtz

	 	 





 




  





  











  






 



	 	
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee


 


	  	
  /s/ Linda Garcia


	  	By:        Linda Garcia
	  	Its:        Vice President





 




  





  











  






 



	
State of Minnesota

	
)

	  
	  	
)

	
SS.:


	
County of Hennepin

	
)

	  










George E. Tyson II and Patrice D. Blaeser, being severally duly sworn, each deposes and says that they are Vice President and Treasurer and Assistant Secretary, respectively, of Northern States Power Company, the corporation described in and which executed the within and foregoing Supplemental Trust Indenture, as mortgagor; and each for himself or herself further says that said Supplemental Trust Indenture was executed in good faith, and not for the purpose of hindering, delaying, or defrauding any creditor of the said mortgagor.


 



	
   /s/ George E. Tyson II

	 	
  /s/ Patrice D. Blaeser

	 
	George E. Tyson II	 	Patrice D. Blaeser	 





 



	
State of Minnesota

	
)

	  
	  	
)

	
SS.:


	
County of Hennepin

	
)

	  





 


On this 2nd day of August, A.D. 2012, before me, Sharon M. Quellhorst, a Notary Public in and for said County in the State aforesaid, personally appeared George E. Tyson II and Patrice D. Blaeser to me personally known, and to me known to be the Vice President and Treasurer and Assistant Secretary, respectively, of Northern States Power Company, one of the corporations described in and which executed the within and foregoing instrument, and who, being by me severally duly sworn, each for himself or herself, did say that he or she, the said George E. Tyson II is a Vice President and Treasurer and Patrice D. Blaeser is an Assistant Secretary, of said Northern States Power Company, a corporation; that the seal affixed to the within and foregoing instrument is the corporate seal of said corporation, and that said instrument was executed on behalf of said corporation by authority of its stockholders and board of directors; and said George E. Tyson II and Patrice D. Blaeser each acknowledged said instrument to be the free act and deed of said corporation and that such corporation executed the same.


 


Witness my hand and notarial seal, this 2nd day of August, A.D. 2012.


 



	
  /s/ Sharon M. Quellhorst

	 	 
	
Sharon M. Quellhorst

	 	 
	
Notary Public

	 	 
	
My commission expires:  January 31, 2015

	 	 
	 	 	
(Notary Seal)







 




  





  











  






 



	
State of Illinois

	
)

	  
	  	
)

	
SS.:


	
County of Cook

	
)

	  










Linda Garcia, being duly sworn, for herself deposes and says that she, the said Linda Garcia, is Vice President, of The Bank of New York Mellon Trust Company, N.A., the national banking association described in and which executed the within and foregoing Supplemental Trust Indenture, as mortgagee; and Linda Garcia further says that said Supplemental Trust Indenture was executed in good faith.


 



	  	
  /s/ Linda Garcia

	 
	 	
Linda Garcia

	 





 



	
State of Illinois

	
)

	  
	  	
)

	
SS.:


	
County of Cook

	
)

	  





 


On this 2nd day of August, A.D. 2012, before me, Danita S. George, a Notary Public in and for said County in the State aforesaid, personally appeared Linda Garcia to me personally known, and to me known to be a Vice President of The Bank of New York Mellon Trust Company, N.A., the national banking association described in and which executed the within and foregoing instrument, and who, being by me severally duly sworn, did say that Linda Garcia is a Vice President of The Bank of New York Mellon Trust Company, N.A., the national banking association; and that said instrument was executed on behalf of said association by authority of its board of directors; and said Linda Garcia  acknowledged said instrument to be the free act and deed of said association and that such association executed the same.


 


Witness my hand and notarial seal, this 2nd day of August,  A.D. 2012.


 



	    /s/ Danita S. George	 	 
	 Danita S. George	 	 	 
	Notary Public, State of 	
  Illinois

	 	  
	My commission expires: 	  November 9, 2013	 	 
	  	 	
(Notary Seal)







 




  





  











  






 


SCHEDULE A


 


The property referred to in Article I of the foregoing Supplemental Trust Indenture from Northern States Power Company to The Bank of New York Mellon Trust Company N.A. as successor trustee to Harris Trust and Savings Bank, effective as of August 1, 2012, includes the following property hereafter more specifically described. Such description, however, is not intended to limit or impair the scope or intention of the general description contained in the granting clauses or elsewhere in the Indenture.


 


I. PROPERTIES IN THE STATE OF MINNESOTA








	
1.

	
The following described real property, situate, lying and being in the County of Blue Earth, to wit:












Mankato Service Center







Lots 1, 2 and 3, Auditor’s Plat No. 42, except the Northerly 120 feet of said Lot 3 as measured perpendicular to the North line of said Lot 3, and also three parcels referenced below as “Former Railroad Right-of Way” and “Part of Vacated Second Street”, which parcels are separately described as follows:







Former Railroad Right-of Way







That part of the E 1/2 of the NE 1/4 of Section 7, Township 108 North, Range 26 West, adjoining the Northerly line of said Lot 2, and lying Southeasterly of the center of line of Fountain Street extended Northwesterly to its intersection with the Northeasterly line of said Lot 1, which property is specifically described as follows:







Commencing at the Northeast corner of Lot 2, Auditor’s Plat No. 42; thence North 55 degrees 17 minutes 21 seconds West (assumed bearing) along the Northerly line of Lot 2, a distance of 86.75 feet to a point 8.5 feet Southeasterly, measured at right angles from the centerline of Chicago and North Western Transportation Company Spur Track I.C.C. No. 114, (now removed), the point of beginning; thence continuing North 55 degrees 17 minutes 21 seconds West along said Northerly Line of Lot 2, a distance of 71.20 feet to the Easterly line of Lot 1 of Auditor’s Plat No. 42 (which is the Northwest corner of Lot 2); thence North 34 degrees 43 minutes 56 seconds East along the Easterly line of Lot 1, a distance of 30.00 feet to the Northwesterly extension of the centerline of Fountain Street; thence South 55 degrees 17 minutes 21 seconds East 54.70 feet along the centerline of Fountain Street extended to a point 8.5 feet Southeasterly, measured at right angles from the centerline of Chicago and North Western Transportation Company Spur Track I.C.C. No. 114 (now removed); thence South 05 degrees 55 minutes 18 seconds West 34.23 feet to the point of beginning.



 


Part of Vacated Second Street -1977


 





	
  

	
The East half of that portion of vacated Second Street lying Easterly of Lot 5 and Westerly of Lot 3 of Auditor’s Plat No. 42, which was vacated by a resolution by the City of Mankato dated February 1, 1977 and filed for record on February 2, 1977 in Book 240 of Blue Earth County Records, Page 351, except the Northerly 120 feet thereof, as measured perpendicular to the North line of Lot 3 extended Westerly across vacated Second Street.







 




  





  











  








Part of Vacated Second Street - 2001




 



	
  

	
That part of North Second Street which accrued to said Lot 1 by operation of law upon the vacation said street, as evidenced by the Resolution vacating a portion of North Second Street dated July 23, 2001, recorded September 28, 2005 as Document No. 459CR112.












Wilmarth Plant – Ash Landfill Expansion







That part of the East Half of the Northeast Quarter of Section 32, Township 108 North, Range 27 West, Blue Earth County, Minnesota, described as:







Beginning at a point on the West line of the East Half of the Northeast Quarter of said Section 32 distant 411.00 feet southerly of the Northwest Corner of the East Half of the Northeast Quarter of said Section 32 as measured along said West line; (the East line of the Northeast Quarter of Section 32 to have a Minnesota State Plane Coordinate System – South Zone – NAD83 – 1986 Bearing of South 02 degrees 38 minutes 02 seconds East); thence South 02 degrees 21 minutes 18 seconds East, along the West line of the East Half of the Northeast Quarter of said Section 32 a distance of 941.08 feet; thence North 60 degrees 13 minutes 32 seconds East, 326.70 feet; thence North 02 degrees 21 minutes 18 seconds West, 581.73 feet; thence North 88 degrees 11 minutes 41 seconds West, 65.23 feet; thence North 68 degrees 56 minutes 56 seconds West, 69.14 feet; thence North 52 degrees 37 minutes 52 seconds West, 118.67 feet; thence North 37 degrees 11 minutes 49 seconds West, 122.89 feet to the point of beginning.







Wilmarth Plant – Buffer







That part of the Southwest Quarter of Section 31, Township 109 North, Range 26 West, Blue Earth County, Minnesota, described as: Commencing at the South Quarter corner of Section 31; thence South 89 degrees 55 minutes 00 seconds West, (assumed bearing) along the South line of Section 31, a distance of 1229.30 feet to the Northeast corner of the plat of Roelofson’s Second Addition, City of Mankato, Minnesota; thence North 00 degrees 05 minutes 00 seconds West, 33.00 feet; thence North 85 degrees 59 minutes 37 seconds West, 98.14 feet to a point on a 372.84 foot radius non-tangential curve, concave to the Northeast, said radius bears North 00 degrees 05 minutes 00 seconds West from said point; thence Northwesterly along the curve an arc distance of 523.73 feet, central angle = 80 degrees 19 minutes 46 seconds, a chord distance of 480.95 feet, a chord bearing = North 49 degrees 55 minutes 08 seconds West; thence North 09 degrees 45 minutes 16 seconds West, 73.38 feet to the Southerly right-of-way line of the Chicago and North Western Transportation Company (Railroad), (being 50.00 feet southerly measured perpendicularly, from the center line of the main track) and the point of beginning; thence continuing North 09 degrees 45 minutes 16 seconds West, 25.01 feet to a point 25.00 feet Southerly, measured perpendicular from the center line of the main track of the Chicago and North Western Transportation Company (Railroad); thence North 81 degrees 47 minutes 15 seconds East, parallel with the main track center line, 956.37 feet to the point of curvature of a 1457.69 foot radius tangential curve, concave to the Northwest; thence Easterly, concentric with the center line of the main track, an arc distance of 118.43 feet, central angle equals 04 degrees 39 minutes 18 seconds, a chord distance of 118.40 feet to the Northerly extension of the East line of the West 35.00 feet of the Carisch Theater property, recorded in Book 242 of Blue Earth County Records, Page 435; thence South 00 degrees 08 minutes 35 seconds East, along the Northerly extension of the East line of the West 35.00 feet of the Carisch Theater property, 25.62 feet to a point 50.00 feet Southerly, measured radially, from the center line of the main track of the Chicago and North Western Transportation Company (Railroad), also being the point of curvature of a 1482.69 foot non-tangential curve, the radius of said curve bears North 12 degrees 38 minutes 58 seconds West from said point; thence Westerly along said curve, an arc distance of 114.82 feet, central angle equals 04 degrees 26 minutes 13 seconds, chord distance of 114.79 feet, a chord bearing of South 79 degrees 34 minutes 08 seconds West; thence South 81 degrees 47 minutes 15 seconds West, along the Southerly railroad right-of-way line, 955.70 feet to the point of beginning.









  





  











  











Wilmarth Plant – Buffer







All that part of the now abandoned Chicago, Milwaukee, St. Paul & Pacific Railway right-of-way lying in the Southwest Quarter of Section 31, Township 109 North, Range 26 West, Blue Earth County, Minnesota described as:  Commencing at the Northeast corner of Lot 1, Block One, Lundin Subdivision; thence North 00 degrees 09 minutes 13 seconds West (assumed bearing) on the northerly extension of the East line of said Lot 1, also being the North South centerline of said Section 31, a distance of 274.08 feet to a point on the northerly right of way line of said abandoned railway being a line 100 feet northerly of and parallel to the centerline of said abandoned railway; thence westerly along a curve to the right having a radius of 1332.69 feet, an arc length of 798.41 feet, a central angle of 34 degrees 19 minutes 32 seconds and a 786.52 foot chord that bears South 59 degrees 58 minutes 52 seconds West; thence South 00 degrees 09 minutes 13 seconds East, 51.21 feet to a point on the northerly right of way line of said abandoned railway being a line 50 feet northerly of and parallel to the centerline of said abandoned railway; thence westerly along a curve to the right having a radius of 1382.69 feet, an arc length of 96.04 feet, a central angle of 03 degrees 58 minutes 47 seconds and a 96.02 foot chord that bears South 79 degrees 36 minutes 01 seconds West; thence South 81 degrees 35 minutes 25 seconds West along said northerly right of way line 224.25 feet to the point of beginning; thence continuing South 81 degrees 35 minutes 25 seconds West, along said northerly right of way line, 763.83 feet, to a tangential curve to the left having a radius of 1196.28 feet, a central angle of 47 degrees 57 minutes 58 seconds and a 972.50 foot chord that bears South 57 degrees 36 minutes 26 seconds West; thence westerly along said curve 1001.49 feet to the south line of Section 31; thence North 89 degrees 43 minutes 10 seconds East, on said south line, 123.08 feet to a point on the southerly right of way line of said abandoned railway being a line 50 feet southerly of and parallel to the centerline of said abandoned railway; thence easterly along said line, also being a curve to the right having a radius of 1096.28 feet, an arc length of 849.07 feet, a central angle of 44 degrees 22 minutes 32 seconds and a 828.01 foot chord that bears North 59 degrees 24 minutes 09 seconds East; thence North 81 degrees 35 minutes 25 seconds East, 32.38 feet; thence North 09 degrees 57 minutes 06 seconds West, 25.01 feet to a point on a line being 25 feet southerly of and parallel to the centerline of said abandoned railway; thence North 81 degrees 35 minutes 25 seconds East, on said line, 732.12 feet to a point on a line that bears South 08 degrees 24 minutes 35 seconds East from the point of beginning; thence North 08 degrees 24 minutes 35 seconds West, 75.00 feet to the point of beginning.









  





  











  












	
2.

	
The following described real property, situate, lying and being in the County of Goodhue:












Red Wing Plant – Ash Landfill Buffer







Outlot A of Tyler Hills 2nd according to the plat thereof on file and of record in the office of the County Recorder for the County of Goodhue and State of Minnesota.







Welch Substation – (formerly Vasa Substation)







That part of the North Half of the Northwest Quarter of Section 2, Township 112 North, Range 16 West, Goodhue County, Minnesota, described as follows:







Commencing at the northwest corner of said North Half of the Northwest Quarter of Section 2; thence North 89 degrees 20 minutes 24 seconds East, assumed bearing, along the north line of said North Half of the Northwest Quarter of Section 2, a distance 1315.38 feet to the Northeast corner of the Northwest Quarter of the Northwest Quarter of Section 2; thence South 00 degrees 22 minutes 34 seconds East, along the East line of said Northwest Quarter of the Northwest Quarter of said Section 2, a distance 623.86 feet to the point of beginning of the land to be described; thence North 88 degrees 20 minutes 13 seconds West a distance 163.97 feet; thence North 61 degrees 42 minutes 39 seconds West a distance 221.77 feet; thence South 00 degrees 00 minutes 00 seconds East a distance 346.76 feet; thence North 90 degrees 00 minutes 00 seconds East a distance 314.00 feet to the Westerly Right of Way of 282nd St. Way, being 33 feet westerly from the centerline of 282nd St. Way as laid out and traveled; thence North 00 degrees 59 minutes 40 seconds West along said Right of Way a distance 119.76 feet; thence Northeasterly a distance of 126.32 feet along a tangential curve concave to the Southeast along said Right of Way to said East line, having a central angle of 47 degrees 18 minutes 18 seconds, and a radius of 153.00 feet; thence North 00 degrees 22 minutes 34 seconds West, not tangent to said curve, along said East line, a distance 3.87 feet to the point of beginning.



 



	
3.

	
The following described real property, situate, lying and being in the County of Hennepin, to wit:







 






  





  











  






 


Midtown Substation







Lot 9, Block 2, Hobart’s 2nd Addition to Minneapolis, Hennepin County, Minnesota.







Viking Substation (Torrens)







Lot 1, Block 1, Newboy Addition








	
4.

	
The following described real property, situate, lying and being in the County of Le Sueur, to wit:












Sheas Lake Substation







That part of the Northwest Quarter of Section 32, Township 112 North, Range 24 West, Le Sueur County, Minnesota, described as follows:  Commencing at the northeast corner of the Northwest Quarter of Section 32, Township 112 North, Range 24 West; thence North 89 degrees 48 minutes 35 seconds West 278.79 feet along the north line of said Section 32 to the point of beginning of the property to be described; thence continuing North 89 degrees 48 minutes 35 seconds West 978.71 feet along said north line of said Section 32; thence South 00 degrees 11 minutes 25 seconds West 578.00 feet; thence South 57 degrees 46 minutes 06 seconds East 418.45 feet; thence South 89 degrees 48 minutes 35 seconds East 574.00 feet along a line parallel with the North line of said Section 32; thence North 03 degrees 46 minutes 02 seconds East 801.56 feet to the point of beginning.


 



	
5.

	
The following described real property, situate, lying and being in the County of Scott, to wit:












Helena Substation







The Northeast Quarter of the Northwest Quarter and the Northwest Quarter of the Northeast Quarter of Section 36, Township 113, Range 24, Scott County Minnesota, EXCEPT that part described as follows:







Beginning at the northwest corner of said Northwest Quarter of the Northeast Quarter; thence North 85 degrees 12 minutes 09 seconds East (assumed bearing) along the north line of said Northeast Quarter, a distance of 656.84 feet; thence South 00 degrees 36 minutes 14 seconds West a distance of 684.27 feet; thence South 89 degrees 05 minutes 54 seconds West a distance of 1339.97 feet; thence North 00 degrees 17 minutes 15 seconds East a distance of 635.77 feet to the north line of said Northwest Quarter; thence North 88 degrees 47 minutes 06 seconds East, along said north line of the Northwest Quarter a distance of 689.44 feet, to the point of beginning.


 


            And:


 




  





  











  












	
  

	
Part of the South Half of the Northwest Quarter of Section 36, Township 113 North, Range 24 West, Scott County, Minnesota, described as:  Beginning at the Southwest corner of the Northeast Quarter of the Northwest Quarter of said Section 36; thence North 88 degrees 30 minutes 06 seconds East on the North line of said South Half of the Northwest Quarter, 1348.78 feet to the Northeast corner of said South Half of the Northwest Quarter; thence South 88 degrees 14 minutes 49 seconds West, 1349.10 feet; thence North 01 degrees 25 minutes 16 seconds East, 6.01 feet to the point of beginning.  Contains 0.09 acres and is subject to and together with any and all easements of record.













	
6.

	
The following described real property, situate, lying and being in the County of Stearns, to wit:












Quarry Substation


 


Lot 1, Block 1, Quarry Substation, Stearns County, Minnesota








	
7.

	
The following described real property, situate, lying and being in the County of Washington, to wit:












Hugo Training Center







Lot 1, Block 1, Roy Molitor Addition, Washington County, Minnesota.


 



	
8.

	
The following described real property, situate, lying and being in the County of Wright County, to wit:












Montrose Service Center







Lot 1, Block 1, Montrose Business Park, Wright County, Minnesota.








	
9.

	
The following described real property, situate, lying and being in the County of Yellow Medicine, to wit:












Hazel Creek Substation







The North One Half of the Northwest Quarter (N1/2 NW1/4) of Section Eighteen (18), Township One Hundred Fifteen (115), Range Thirty-nine (39), Yellow Medicine County, Minnesota.


 


II. TRANSMISSION LINES OF THE COMPANY


IN THE STATE OF MINNESOTA







The electric transmission lines of the Company, including towers, poles, pole lines, wire switch racks, switchboards, insulators, and other appliances and equipment, and all other property forming a part thereof or appertaining thereto, and all service lines extending therefrom; together with all rights for or relating to the construction, maintenance of operation thereof, through, over, under, or upon any private property of public street or highways within as well as without the corporate limits of any municipal corporation, and particularly the following described lines, to wit:


 




  





  











  






 



	
1. 

	
Line 5305   2.16 miles between Lawrence Creek Sub & St. Croix River Crossing












Chisago County, Minnesota


Section 30, Township 34 North, Range 18 West.


Sections 25 & 26, Township 34 North, Range 19 West








	
2. 

	
Line 5306   16.6 miles between Pleasant Valley Sub & Byron Sub












Dodge County, Minnesota


Section 6, Township 104 North, Range 15 West


Sections 30 & 31, Township 105 North, Range 15 West


Sections 25 & 36, Township 105 North, Range 16 West







Mower County, Minnesota


Sections 7, 18 & 19, Township 104 North, Range 15 West


 


Olmsted County, Minnesota


Sections 6 & 7, Township 104 North, Range 15 West


Sections 6, 7, 18, 19, 30 & 31, Township 105 North, Range 15 West


Sections 24 & 25, Township 105 North, Range 16 West


Sections 6, 7, 18, 19, 30 & 31, Township 106 North, Range 15 West


Section 31, Township 107 North, Range 15 West








	
3. 

	
Line 5548   2.97 miles between Fort Ridgley Sub & West New Ulm Sub












Brown County, Minnesota


Sections 7 & 18, Township 110 North, Range 30 West


Section 13, Township 110 North, Range 31 West







Nicollet County, Minnesota


Sections 5, 7 & 8, Township 110 North, Range 30 West









	
4.

	
An undivided tenant in common interest to Transmission Line No. 0973, 28.77 miles, between Monticello Substation and Quarry Substation, such ownership interest to be in accordance with the Asset Ownership Percentages described in Section 3.1.3.1.2 of the Project Participation Agreement dated as of August 18, 2010, for the CapX2020 Monticello-St. Cloud Transmission Project.









 




  





  











  






 


Stearns County


Section 3, Township 122 North, Range 27 West


Sections 7, 18, 19, 20, 28, 29, 33 & 34, Township 123 North, Range 27 West


Sections 1, 2, 3, 4, 5, 6 & 12, Township 123 North, Range 28 West


Section 1, Township 123 North, Range 29 West


Section 24, 25 & 36, Township 124 North, Range 29 West







Wright County


Sections 30, 31, 32 & 33, Township 122 North, Range 25 West


Sections 7, 17, 18, 20, 21, 22, 23, 25 & 26, Township 122 North, Range 26 West


Sections 1, 2, 3 & 12, Township 122 North Range 27 West


 


III. GENERATING PLANTS OF THE COMPANY


IN THE STATE OF MINNESOTA








	
1.

	
The Nobles wind farm located in Nobles County, Minnesota, consisting of 134 turbines with a total output of 201 MW.







 




  





  











  






 


This instrument was drafted by Northern States Power Company, 414 Nicollet Mall, Minneapolis, Minnesota 55401.


 


Tax statements for the real property described in this instrument should be sent to Northern States Power Company, 414 Nicollet Mall, Minneapolis, Minnesota 55401.


 


Return recorded document(s) to David W. Hughes, Xcel Energy, 414 Nicollet Mall (MP-8), Minneapolis, Minnesota 55401.