Exhibit 1.01
NORTHERN STATES POWER COMPANY
(a Minnesota corporation)
FORM OF
UNDERWRITING AGREEMENT
To the Representatives named in Schedule I
hereto of the Underwriters named in
Schedule II hereto
Dear Sirs:
Northern States Power Company, a Minnesota corporation (the "Company"),
proposes to sell to the underwriters named in Schedule II hereto (the
"Underwriters"), for whom you are acting as representatives (the
"Representatives"), its Debt Securities of the designation, with the terms and
in the aggregate principal amount specified in Schedule I hereto (the "Debt
Securities") to be issued under its Indenture, dated as of July 1, 1999, from
the Company to Xxxxx Fargo Bank Minnesota, National Association, as successor
trustee (the "Trustee"), as previously amended and supplemented and as to be
amended and supplemented by a supplemental indenture relating to the Debt
Securities (such Indenture as so supplemented and amended being hereinafter
referred to as the "Indenture"). If the firm or firms listed in Schedule II
hereto include only the firm or firms listed in Schedule I hereto, then the
terms "Underwriters" and "Representatives," as used herein, shall each be deemed
to refer to such firm or firms.
1. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents
and warrants to, and agrees with, each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act") and has filed with the Securities
and Exchange Commission (the "Commission") a registration statement on such
Form, including a prospectus, for the registration under the Act of the Debt
Securities, which registration statement has become effective. Such registration
statement and prospectus may have been amended or supplemented from time to time
prior to the date of this Agreement (which date is set forth in Schedule I
hereto). Any such amendment or supplement was filed with the Commission and any
such amendment has become effective. The Company will file with the Commission a
prospectus supplement (the "Prospectus Supplement") relating to the Debt
Securities pursuant to Rule 424 and/or Rule 434 under the Act. Copies of such
registration statement and prospectus, any such amendment or supplement and all
documents incorporated by reference therein which were filed with the Commission
on or prior to the date of this Agreement have been delivered to you and copies
of the Prospectus Supplement will be delivered to you promptly after it is filed
with the
Commission. Such registration statement, as amended prior to the date of this
Agreement, and such prospectus, as amended and supplemented prior to the date of
this Agreement and as supplemented by the Prospectus Supplement, are hereinafter
called the "Registration Statement" and the "Prospectus", respectively. Any
reference herein to the Registration Statement or the Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 which were filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act") on or before the date of this Agreement
and, if the Company files any document pursuant to the Exchange Act after the
date of this Agreement and prior to the termination of the offering of the Debt
Securities by the Underwriters, which documents are deemed to be incorporated by
reference into the Prospectus, the term "Prospectus" shall refer also to said
prospectus as supplemented by the documents so filed from and after the time
said documents are filed with the Commission. There are no contracts or
documents of the Company or any of its subsidiaries that are required to be
filed as exhibits to the Registration Statement or any documents incorporated by
reference therein by the Act, the Exchange Act or the rules and regulations
thereunder which have not been so filed.
(b) No order preventing or suspending the use of the Prospectus or the
Registration Statement has been issued by the Commission and the Registration
Statement, at the date of this Agreement, complied in all material respects with
the requirements of the Act, the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act") and the respective rules and regulations of the
Commission thereunder and did not contain any untrue statement of a material
fact or omit any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and, at the time the
Prospectus Supplement is filed with the Commission and at the Closing Date (as
hereinafter defined), the Prospectus will comply in all material respects with
the Act and the rules and regulations of the Commission thereunder and will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading; PROVIDED that the Company makes no representations or warranties
as to (A) that part of the Registration Statement which shall constitute the
Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee
or (B) the information contained in or omitted from the Registration Statement
or the Prospectus in reliance upon and in conformity with information furnished
in writing to the Company by or on behalf of any Underwriter through the
Representatives specifically for use in the Registration Statement or
Prospectus.
(c) The documents incorporated by reference in the Prospectus, when they
were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder, and any documents so filed and incorporated by reference subsequent
to the date of this Agreement will, when they are filed with the Commission,
conform in all material respects to the requirements of the Exchange Act, and
the rules and regulations of the Commission thereunder; and none of such
documents include or will include any untrue statement of a material fact or
omit or will omit to state any material fact required to be stated therein or
necessary to make the statements therein in the light of the circumstances under
which they were made not misleading.
(d) PricewaterhouseCoopers LLP and Xxxxxx Xxxxxxxx LLP, which audited the
financial statements incorporated by reference in the Registration Statement,
are independent
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public accountants as required by the Act and the rules and regulations of the
Commission thereunder.
(e) The financial statements of the Company and its consolidated
subsidiaries filed as a part of or incorporated by reference in the Registration
Statement or Prospectus fairly present the financial position of the Company and
its consolidated subsidiaries as of the dates indicated and the results of their
operations and changes in financial position for the periods specified, and have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved, except as
disclosed in the Prospectus Supplement.
(f) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Minnesota with due
corporate authority to carry on the business in which it is engaged and to own
and operate the properties used by it in such business, as described in the
Prospectus; the Company is qualified to do business as a foreign corporation and
is in good standing under the laws of the States of North Dakota and South
Dakota; and the Company is not required by the nature of its business to be
licensed or qualified as a foreign corporation in any other state or
jurisdiction; and, except as set forth in the Prospectus Supplement, the Company
has all material licenses and approvals required at the date hereof to conduct
its business.
(g) The Company has no subsidiaries which would be deemed significant
subsidiaries under Regulation S-X.
(h) Neither the Company nor any of its subsidiaries has sustained since the
date of the latest audited financial statements included or incorporated by
reference in the Prospectus any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Prospectus
Supplement; and, since the respective dates as of which information is given in
the Registration Statement and the Prospectus Supplement, neither the Company
nor any of its subsidiaries has incurred any liabilities or obligations, direct
or contingent, or entered into any transactions, not in the ordinary course of
business, which are material to the Company and its subsidiaries, and there has
not been any material change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity or results
of operations of the Company and its subsidiaries, otherwise than as set forth
or contemplated in the Prospectus Supplement.
(i) Neither the execution and delivery of this Agreement and the Indenture,
the issuance and delivery of the Debt Securities, the consummation of the
transactions herein contemplated, the fulfillment of the terms hereof, nor
compliance with the terms and provisions of this Agreement, the Debt Securities
and the Indenture will conflict with, or result in the breach of, any of the
terms, provisions or conditions of the Articles of Incorporation, as amended, or
by-laws of the Company, or of any contract, agreement or instrument to which the
Company is a party or in which the Company has a beneficial interest or by which
the Company is bound or of any order, rule or regulation applicable to the
Company of any court or of any federal or state
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regulatory body or administrative agency or other governmental body having
jurisdiction over the Company or over its properties.
(j) The Debt Securities have been duly authorized for issuance and sale
pursuant to this Agreement and, when executed and authenticated in accordance
with the Indenture and delivered and paid for as provided herein, will be duly
issued and will constitute valid and binding obligations of the Company
enforceable in accordance with their terms, except as limited by bankruptcy,
insolvency and other laws affecting enforcement of creditors' rights, and will
be entitled to the benefits of the Indenture which will be substantially in the
form heretofore delivered to you.
(k) The Indenture has been duly and validly authorized by the Company and,
when duly executed and delivered by the Company, assuming due authorization,
execution and delivery thereof by the Trustee, will constitute a valid and
binding obligation of the Company enforceable in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency or other
laws affecting enforcement of creditors' rights.
(l) The Minnesota Public Utilities Commission has issued its order
approving capital structure which order authorizes the issuance of the Debt
Securities, and no other approval of any regulatory public body, state or
federal, is, or will be at the Closing Date (as hereinafter defined), necessary
in connection with the issuance and sale of the Debt Securities pursuant to this
Agreement, other than approvals that may be required under state securities
laws.
(m) The Company has good and valid title to all real and fixed property and
leasehold rights which are owned by it, subject only to the Company's first
mortgage indenture; taxes and assessments not yet delinquent; as to parts of the
Company's property, certain easements, conditions, restrictions, leases, and
similar encumbrances which do not affect the Company's use of such property in
the usual course of its business, and certain minor defects in titles which are
not material, and defects in titles to certain properties which are not
essential to the Company's business; and mechanics' lien claims being contested
or not of record or for the satisfaction or discharge of which adequate
provision has been made by the Company; and any real property and buildings held
under lease by the Company is held by it under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere with the
use made and proposed to be made of such property and buildings by the Company.
(n) Other than as set forth or contemplated in the Prospectus as of the
date hereof, there are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject which, if determined adversely
to the Company or any of its subsidiaries, would individually or in the
aggregate have a material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries; and, to the best of the Company's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened by
others.
(o) The Company is not an "investment company" or an entity "controlled" by
an "investment company," as such terms are defined in the Investment Company Act
of 1940, as amended.
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(p) Except as set forth in the Prospectus Supplement, the Company and its
subsidiaries (A) are in compliance with any and all applicable federal, state
and local laws and regulations relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants ("Environmental Laws"), (B) have received all permits, licenses
or other approvals required of them under applicable Environmental Laws to
conduct its respective business and (C) are in compliance with all terms and
conditions of any such permits, licenses or approvals, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and conditions
of such permits, licenses or approvals would not, singly or in the aggregate,
have a material adverse effect on the Company and its subsidiaries, taken as a
whole.
2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to
sell to the Representatives and each other Underwriter, and the Representatives
and each other Underwriter agree, severally and not jointly, to purchase from
the Company, at the purchase price set forth in Schedule I hereto, the
respective principal amounts of the Debt Securities set forth opposite their
respective names in Schedule II hereto.
3. DELIVERY AND PAYMENT. Delivery of and payment for the Debt Securities
shall be made at the place, date and time specified in Schedule I hereto (or
such other place, date and time not later than eight full business days
thereafter as the Representatives and the Company shall designate), which date
and time may be postponed by agreement between the Representatives and the
Company (such date and time being herein called the "Closing Date"). Delivery of
the Debt Securities shall be made to the Representatives for the respective
accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or upon the order
of the Company by certified or official bank check or checks payable in New York
Clearing House (next day) funds or, if so indicated in Schedule I hereto, in
federal (same day) funds. The Debt Securities will be delivered in definitive
registered form except that, if for any reason the Company is unable to deliver
the Debt Securities in definitive form, the Company reserves the right, as
provided in the Indenture, to make delivery in temporary form. Any Debt
Securities delivered in temporary form will be exchangeable without charge for
Debt Securities in definitive form. Unless otherwise indicated on Schedule I,
the Debt Securities will be registered in the name of Cede & Co., as nominee of
The Depository Trust Company and in the principal amounts set forth in Schedule
II hereto. The Debt Securities will be made available to the Representatives for
checking in New York, New York, not later than 2:00 p.m., New York City time, on
the business day preceding the Closing Date.
4. AGREEMENTS. The Company agrees with the several Underwriters that:
(a) With the consent of the Representatives, the Company will cause the
Prospectus Supplement to be filed pursuant to Rule 424 (b) and/or Rule 434 under
the Act and will notify the Representatives promptly of such filing. During the
period for which a prospectus relating to the Debt Securities is required to be
delivered under the Act, the Company will promptly advise the Representatives
(i) when any amendment to the Registration Statement shall have become
effective, (ii) when any subsequent supplement to the Prospectus (including
documents deemed to be incorporated by reference into the Prospectus) has been
filed, (iii) of any request by the
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Commission for any amendment of or supplement to the Registration Statement or
the Prospectus or for any additional information, and (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceedings for
that purpose. The Company will not file any amendment of the Registration
Statement or supplement to the Prospectus (including documents deemed to be
incorporated by reference into the Prospectus) unless the Company has furnished
to the Representatives a copy for your review prior to filing and will not file
any such proposed amendment or supplement to which the Representatives
reasonably object. The Company will use its best efforts to prevent the issuance
of any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to the Debt Securities is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, or if it shall be necessary at any time to amend or
supplement the Prospectus to comply with the Act or the Exchange Act or the
respective rules and regulations of the Commission thereunder, the Company
promptly, subject to paragraph (a) of this Section 4, will prepare and file an
amendment or supplement to the Prospectus with the Commission or will make a
filing with the Commission pursuant to Section 13 or 14 of the Exchange Act,
which will correct such statement or omission or will effect such compliance.
(c) The Company will make generally available to its security holders and
to the Representatives a consolidated earnings statement (which need not be
audited) of the Company, for a twelve-month period beginning after the date of
the Prospectus Supplement filed pursuant to Rule 424(b) and/or Rule 434 under
the Act, as soon as is reasonably practicable after the end of such period, but
in any event no later than eighteen months after the "effective date of the
Registration Statement" (as defined in Rule 158(c) under the Act), which will
satisfy the provision of Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including at the option of the Company, Rule 158).
(d) The Company will furnish to each of the Representatives a signed copy
of the Registration Statement as originally filed and of each amendment thereto,
including the Form T -1 and all powers of attorney, consents and exhibits filed
therewith (other than exhibits incorporated by reference), and will deliver to
the Representatives conformed copies of the Registration Statement, the
Prospectus (including all documents incorporated by reference therein) and, so
long as delivery of a prospectus by an Underwriter or dealer may be required by
the Act, all amendments of and supplements to such documents, in each case as
soon as available and in such quantities as the Representatives may reasonably
request.
(e) The Company will furnish such information, execute such instruments and
take such action as may be required to qualify the Debt Securities for sale
under the laws of such jurisdictions as the Representatives may designate and
will maintain such qualifications in effect so long as required for the
distribution of the Debt Securities; PROVIDED that the Company shall not be
required to qualify to do business in any jurisdiction where it is not now so
qualified or to take any action which would subject it to general or unlimited
service of process in any jurisdiction where it is not now so subject.
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(f) So long as the Debt Securities are outstanding, the Company will
furnish (or cause to be furnished) to each of the Representatives, upon request,
copies of (i) all reports to stockholders of the Company and (ii) all reports
and financial statements filed with the Commission or any national securities
exchange.
(g) During the period beginning from the date of this Agreement and
continuing to the Closing Date, the Company will not offer, sell, or otherwise
dispose of any debt securities of the Company (except under prior contractual
commitments which have been disclosed to you), without the prior written consent
of the Representatives, which consent shall not be unreasonably withheld.
5. EXPENSES. Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay all costs and
expenses incident to the performance of the obligations of the Company
hereunder, including, without limiting the generality of the foregoing, all
costs, taxes and expenses incident to the issue and delivery of the Debt
Securities to the Underwriters, all fees and expenses of the Company's counsel
and accountants, all costs and expenses incident to the preparing, printing and
filing of the Registration Statement (including all exhibits thereto), the
Prospectus (including all documents incorporated by reference therein) and any
amendments thereof or supplements thereto, all costs and expenses (including
fees and expenses of counsel) incurred in connection with "blue sky"
qualifications, the determination of the legality of the Debt Securities for
investment by institutional investors and the rating of the Debt Securities, and
all costs and expenses of the printing and distribution of all documents in
connection with this underwriting. Except as provided in this Section 5 and
Section 8 hereof, the Underwriters will pay all their own costs and expenses,
including the fees of their counsel and any advertising expenses in connection
with any offer they may make.
6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the Underwriters to purchase the Debt Securities shall be subject, in the
discretion of the Representatives, to the accuracy of the representations and
warranties on the part of the Company contained herein as of the date hereof and
the Closing Date, to the accuracy of the statements of Company officers made in
any certificates given pursuant to the provisions hereof, to the performance by
the Company of its obligations hereunder and to the following additional
conditions:
(a) The Prospectus Supplement relating to the Debt Securities shall have
been filed with the Commission pursuant to Rule 424(b) and/or Rule 434 within
the applicable time period prescribed for such filing by the rules and
regulations under the Act and in accordance with Section 4(a) hereof; no stop
order suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to the
Representatives' reasonable satisfaction.
(b) The Representatives shall be furnished with opinions, dated the Closing
Date, of Xxxx X. Xxxxxxx, Vice President and General Counsel of the Company,
substantially in the form included as Exhibit A.
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(c) The Representatives shall have received from Xxxxx, Day, Xxxxxx &
Xxxxx, Chicago, Illinois, counsel for the Underwriters, such opinion or opinions
dated the Closing Date with respect to the incorporation of the Company, this
Agreement, the validity of the Indenture, the Debt Securities, the Registration
Statement, the Prospectus and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling them to pass
upon such matters.
(d) The Company shall have furnished to the Representatives a certificate
of the President or any Vice President of the Company, dated the Closing Date,
as to the matters set forth in clause (a) and (h) of this Section 6 and to the
further effect that the signers of such certificate have carefully examined the
Registration Statement, the Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this Agreement
are true and correct on and as of the Closing Date with the same effect as
if made on the Closing Date, and the Company has complied with all the
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date; and
(ii) there has been no material adverse change in the condition of the
Company and its subsidiaries taken as a whole, financial or otherwise, or
in the earnings, affairs or business prospects of the Company and its
subsidiaries taken as a whole, whether or not arising in the ordinary
course of business, from that set forth or contemplated by the Registration
Statement or Prospectus Supplement.
(e) The Representatives shall have received letters from each of
PricewaterhouseCoopers LLP and Xxxxxx Xxxxxxxx LLP, independent public
accountants for the Company (dated the date of this Agreement and Closing
Date, respectively, and in form and substance satisfactory to the
Representatives) advising that (i) they are independent public accountants as
required by the Act and published rules and regulations of the Commission
thereunder, (ii) in their opinion, the consolidated financial statements and
supplemental schedules incorporated by reference in the Registration
Statement and covered by their opinion filed with the Commission under
Section 13 of the Exchange Act comply as to form in all material respects
with the applicable accounting requirements of the Exchange Act and the
published rules and regulations of the Commission thereunder, (iii) they have
performed limited procedures, not constituting an audit, including a reading
of the latest available interim financial statements of the Company, a
reading of the minutes of meetings of the Board of Directors, committees
thereof, and of the Shareholder of the Company since the date of the most
recent audited financial statements included or incorporated by reference in
the Prospectus, inquiries of officials of the Company responsible for
financial accounting matters and such other inquiries and procedures as may
be specified in such letter, and on the basis of such limited review and
procedures nothing came to their attention that caused them to believe that:
(a) any material modifications should be made to any unaudited consolidated
financial statements of the Company included or incorporated by reference in
the Registration Statement or Prospectus for them to be in conformity with
generally accepted accounting principles or any unaudited consolidated
financial statements of the Company included or incorporated by reference in
the Registration Statement or Prospectus do not comply as to form in all
material respects with the
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applicable accounting requirements of the Exchange Act and the rules and
regulations of the Commission applicable to Form 10-Q; (b) with respect to
the period subsequent to the date of the most recent financial statements
included or incorporated by reference in the Prospectus and except as set
forth in or contemplated by the Registration Statement or Prospectus, there
were any changes, at a specified date not more than five business days prior
to the date of the letter, in the capital stock of the Company, increases in
long-term debt or decreases in stockholders' equity or net current assets of
the Company and its consolidated subsidiaries as compared with the amounts
shown on the most recent consolidated balance sheet included or incorporated
in the Prospectus, or for the period from the date of the most recent
financial statements included or incorporated by reference in the Prospectus
to such specified date there were any decreases, as compared with the
corresponding period in the preceding year, in operating revenues, operating
income or net income of the Company and its subsidiaries, except in all
instances for changes or decreases set forth in such letter, in which case
the letter shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed necessary by the
Representatives; and (iv) they have carried out specified procedures
performed for the purpose of comparing certain specified financial
information and percentages (which is limited to financial information
derived from general accounting records of the Company) included or
incorporated by reference in the Registration Statement and Prospectus with
indicated amounts in the financial statements or accounting records of the
Company and (excluding any questions of legal interpretation) have found such
information and percentages to be in agreement with the relevant accounting
and financial information of the Company referred to in such letter in the
description of the procedures performed by them.
(f) Subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus, there shall not have been any
change or decrease specified in the letter or letters referred to in paragraph
(e) of this Section 6 which makes it impractical or inadvisable in the judgment
of the Representatives to proceed with the public offering or the delivery of
the Debt Securities on the terms and in the manner contemplated by the
Prospectus.
(g) Subsequent to the date hereof, no downgrading shall have occurred, nor
shall any notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction of the
possible change, in the rating accorded the Company's debt securities or
preferred stock by any "nationally recognized statistical rating organization,"
as that term is defined by the Commission for purposes of Rule 436(g)(2) under
the Act.
(h) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus
Supplement, and (ii) since the date of this Agreement, neither the Company nor
any of its subsidiaries shall have incurred any liabilities or obligations,
direct or contingent, or entered into any transactions, not in the ordinary
course of business, which are material to the Company and its subsidiaries, and
there shall not have been any change in the capital stock or long-term debt of
the Company or any of its subsidiaries or any change, or any development
involving a prospective change, in or
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affecting the general affairs, management, financial position, stockholders'
equity or results of operations of the Company and its subsidiaries otherwise
than as set forth or contemplated in the Prospectus Supplement, the effect of
which, in any such case described in clause (i) or (ii) is in the judgment of
the Underwriters so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the Debt
Securities on the terms and in the manner contemplated by the Prospectus.
(i) No Representative shall have advised the Company that the Registration
Statement or Prospectus, or any amendment or supplement thereto, contains an
untrue statement of fact which in the opinion of counsel for the Underwriters is
material or omits to state a fact which in the opinion of counsel for the
Underwriters is material and is required to be stated therein or is necessary to
make the statements therein not misleading.
(j) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as they may
reasonably request.
If any of the conditions specified in this Section 6 shall not have been
fulfilled when and as required by this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be
satisfactory in form and substance to the Representatives and their counsel,
this Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.
7. CONDITIONS OF COMPANY'S OBLIGATIONS. The obligations of the Company to
sell and deliver the Debt Securities are subject to the following conditions:
(a) Prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the
knowledge of the Company or the Representative, threatened.
(b) The order of the Minnesota Public Utilities Commission referred to
in paragraph (1) of Section 1 shall be in full force and effect.
If any of the conditions specified in this Section 7 shall not have been
fulfilled, this Agreement and all obligations of the Company hereunder may be
cancelled on or at any time prior to the Closing Date by the Company. Notice of
such cancellation shall be given to the Underwriters in writing or by telephone
or facsimile transmission confirmed in writing.
8. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Debt
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied
or because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof, other than by
reason of a default by any of the Underwriters, the Company will reimburse the
Underwriters severally upon demand for all out-of-pocket expenses that shall
have
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been reasonably incurred by them in connection with the proposed purchase and
sale of the Debt Securities, including the reasonable fees and disbursements of
counsel for the Underwriters.
9. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless each Underwriter and
each person who controls any Underwriter within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement for the registration of the Debt Securities as originally
filed or in any amendment thereof, or in the Preliminary Prospectus Supplement
or the Prospectus or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading and agrees to reimburse each such indemnified party for
any legal or other expenses as reasonably incurred by them in connection with
investigating or defending any such loss, claim, damages, liability or action;
PROVIDED that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through
the Representatives specifically for use therein and PROVIDED FURTHER that such
indemnity with respect to a prospectus included in the registration statement or
any amendment thereto prior to the supplementing thereof with the Prospectus
Supplement shall not inure to the benefit of any Underwriter (or any person
controlling such Underwriter) from whom the person asserting any such loss,
claim, damage or liability purchased the Debt Securities which are the subject
thereof if such person was not sent or given a copy of the Prospectus (but
without the documents incorporated by reference therein) at or prior to the
confirmation of the sale of such Debt Securities to such person in any case
where such delivery is required by the Act and the untrue statement or omission
of a material fact contained in such Prospectus was corrected in the Prospectus,
provided that the Company shall have delivered the Prospectus, in a timely
manner and in sufficient quantities to permit such delivery by the Underwriters.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to the Underwriters but only with reference
to written information furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for use in the documents
referred to in the foregoing indemnity, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.
11
(c) Promptly after receipt by an indemnified party under this Section 9 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 9, notify the indemnifying party in writing of the commencement thereof;
but the omission to so notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 9. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and, to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; PROVIDED
THAT if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel and one local counsel, approved by the Representatives in the
case of subparagraph (a), representing the indemnified parties under
subparagraphs (a) or (b), as the case may be, who are parties to such action),
(ii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such
clause (i) or (iii).
(d) If the indemnification provided for in this Section 9 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Debt Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be
12
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the Prospectus Supplement.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the Underwriters on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Debt Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint.
(e) The obligations of the Company under this Section 9 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 9 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
10. DEFAULT BY AN UNDERWRITER.
(a) If any Underwriter shall default in its obligation to purchase the Debt
Securities which it has agreed to purchase hereunder (in this Section called the
"Unpurchased Debt Securities"), the Representatives may in their discretion
arrange for themselves or another party or other parties to purchase such
Unpurchased Debt Securities on the terms contained herein. If within thirty-six
hours after such default by any Underwriter the Representatives do not arrange
for the purchase of such Unpurchased Debt Securities, then the Company shall be
entitled to a further period of thirty-six hours within which to procure another
party or other parties satisfactory to the Representatives to purchase such
Unpurchased Debt Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Unpurchased Debt Securities, or the
Company notifies the Representatives that it has so arranged for the purchase of
such Unpurchased Debt Securities, the Representatives or the Company shall have
the right to
13
postpone the Closing Date for such Unpurchased Debt Securities for
a period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Unpurchased Debt Securities.
(b) If, after giving effect to any arrangements for the purchase of the
Unpurchased Debt Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Unpurchased Debt Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Debt Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Debt Securities
which such Underwriter agreed to purchase hereunder and, in addition, to require
each non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Debt Securities which such Underwriter agreed to purchase
hereunder) of the Unpurchased Debt Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Unpurchased Debt Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Unpurchased Debt Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of the Debt
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Unpurchased Debt Securities of a defaulting Underwriter
or Underwriters, then this Agreement shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company, except
for the expenses to be borne by the Company and the Underwriters as provided in
Section 5 hereof and the indemnity and contribution agreements in Section 9
hereof; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.
11. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for all Debt Securities, if prior to such time (i)
trading in securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on such
Exchange, (ii) if a banking moratorium shall have been declared either by
Federal, Minnesota or New York State authorities, (iii) if trading in any
securities of the Company shall have been suspended or halted, or (iv) if there
shall have occurred any outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a war or national
emergency or any other calamity or crisis the effect of which on the financial
markets in the United States is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed with the public
offering or delivery of the Debt Securities on the terms and in the manner
contemplated in the Prospectus.
14
12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
their respective officers, directors or controlling persons within the meaning
of the Act, and will survive delivery of and payment for the Debt Securities.
The provisions of Sections 5, 8 and 9 hereof shall survive the termination or
cancellation of this Agreement.
13. NOTICES. All communications hereunder will be in writing and, if sent
to the Representatives, will be mailed, delivered or transmitted and confirmed
to them at their address set forth for that purpose in Schedule 1 hereto or, if
sent to the Company, will be mailed, delivered or transmitted and confirmed to
it at 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, attention Secretary.
14. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 9 hereof, and no other
person will have any right or obligation hereunder.
15. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Minnesota.
16. COUNTERPARTS. This Agreement may be executed in counterparts, all of
which, taken together, shall constitute a single agreement among the parties to
such counterparts.
17. REPRESENTATION OF THE UNDERWRITERS. The Representatives represent and
warrant to the Company that they are authorized to act as the representatives of
the Underwriters in connection with this financing and that the Representatives'
execution and delivery of this Agreement and any action under this Agreement
taken by such Representatives will be binding upon all Underwriters.
18. OTHER. Time shall be of the essence for all purposes of this Agreement.
As used herein, "business day" shall mean any day when the Commission's office
in Washington D.C. is open for business.
15
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
NORTHERN STATES POWER COMPANY
By
--------------------------------------
Vice President
The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.
[NAME OF REPRESENTATIVE]
By
-------------------------------------------------
FOR ITSELF OR THEMSELVES AND AS REPRESENTATIVES
OF THE SEVERAL UNDERWRITERS, IF ANY, NAMED IN
SCHEDULE II TO THE FOREGOING AGREEMENT.
16
SCHEDULE I
Underwriting Agreement dated __________________
Registration Statement No. 333-_______
Representatives and Addresses:
Debt Securities:
Designation:
Principal Amount:
Supplemental Indenture dated as of:
Date of Maturity:
Interest Rate: ______% per annum, payable _______ and ________
of each year, commencing ____________
Purchase Price: ______% of the principal amount thereof, plus
accrued interest from ________ to the date of
payment and delivery.
Public Offering Price: ______% of the principal amount thereof,
plus accrued interest from _______ to the
date of payment and delivery.
Redemption Provisions:
Payment to be made in federal (same day) funds. ____ Yes ____ No
Closing Date and Location:
Office for Delivery of Debt Securities:
Office for Payment of Debt Securities:
Office for Checking of Debt Securities:
1
SCHEDULE II
NAME AMOUNT
---- ------
Total.................................... ______
1
EXHIBIT A
FORM OF OPINION OF XXXX X. XXXXXXX
RE: $ PRINCIPAL AMOUNT OF DEBT SECURITIES , SERIES DUE , %
OF NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION.
Gentlemen:
For the purpose of rendering this opinion, I have examined the
proceedings taken by Northern States Power Company, a Minnesota corporation,
herein called the "Company," with respect to the issue and sale by the
Company of $ __ principal amount of Debt Securities, Series due _____,
_____% herein called the "Debt Securities." In connection therewith I have
participated in the preparation of the proceedings for the issuance and sale
of the Debt Securities including the Underwriting Agreement dated _____,
between you and the Company relating to your purchase of the Debt Securities,
herein called the "Agreement," and have either participated in the
preparation of or examined the Indenture dated July 1, 1999, as previously
amended and supplemented, and the Supplemental Indenture dated as of
____________, creating the Debt Securities, all from the Company to Xxxxx
Fargo Bank Minnesota, National Association, as successor Trustee (which
Indenture, as so amended and supplemented, and Supplemental Indenture are
herein collectively called the "Indenture"). I also have participated in the
preparation of or examined the registration statement and any amendments
thereto and the accompanying prospectuses and any supplements thereto, as
filed under the Securities Act of 1933, as amended (the "Act"), with respect
to the Debt Securities. Whenever the terms "Registration Statement" or
"Prospectus" are used herein, they shall have the respective meanings set
forth in the Agreement. My examination has extended to all statutes, records,
instruments, and documents which I have deemed necessary to examine for the
purposes of this opinion.
I am of the opinion that:
1. The Company is a legally existing corporation under the laws of
the State of Minnesota; has corporate power, right, and authority to do
business and to own property in the states of Minnesota, North Dakota
and South Dakota in the manner and as set forth in the Prospectus; has
corporate power, right and authority to own securties of its
subsidiaries; and has corporate power, right, and authority to make the
Indenture and issue and sell the Debt Securities;
2. The authorized capital stock of the Company is as set forth in the
Prospectus and all of the issued shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable;
3. Each Significant Subsidiary, as defined in the Agreement, of the
Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which it owns
or leases substantial properties or in which the conduct of its business
requires such qualification; all of the issued and outstanding capital
stock of each subsidiary has been duly authorized and validly issued and
is fully paid and non-assessable; and the capital stock of each such
subsidiary owned by the Company, directly or through subsidiaries, is
owned free and clear of any pledge, lien, encumbrance, claim or equity;
4. The Agreement has been duly authorized, executed, and delivered
by the Company and is a valid and binding obligation of the Company,
except to the extent that the provisions for indemnities may be held to
be unenforceable as against public policy;
5. The Indenture has been duly authorized by appropriate corporate
proceedings on the part of the Company, has been duly executed and
delivered and constitutes a legal, valid, and binding instrument
enforceable in accordance with its terms except as enforcement thereof
may be limited by bankruptcy, insolvency or other laws affecting
enforcement of creditors' rights;
6. The issuance of the Debt Securities in accordance with the terms
of the Indenture and the sale and delivery thereof pursuant to the
provisions of the Agreement have been duly authorized by the Company;
the statements made under the caption "Description of Debt Securities"
in the Prospectus, insofar as they purport to summarize provisions of
documents specifically referred to therein, fairly present the
information called for with respect thereto by Form S-3; the Debt
Securities are in due legal form, constitute legal, valid, and binding
obligations of the Company, and (subject to the qualifications expressed
in paragraph 5 above with respect to the enforceability of certain
provisions of the Indenture) are enforceable in accordance with their
terms;
7. The consummation of the transactions contemplated in the
Agreement and the fulfillment of the terms thereof and compliance by the
Company with all the terms and provisions of the Indenture will not
result in a breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust or other agreement
or instrument known to me to which the Company is a party or by which it
is bound, or the Articles of Incorporation, as amended, or by-laws of
the Company or, to the best of my knowledge, any order, rule or
regulation applicable to the Company of any court or of any Federal or
state regulatory body or administrative agency or other governmental
body having jurisdiction over the Company or its property;
8. The Registration Statement has become effective under the Act.
The Prospectus Supplement (as defined in the Agreement) has been filed
pursuant to Rule 424(b) under the Act, and no proceedings for a stop
order have been instituted or to the knowledge of such counsel are
pending or threatened under Section 8(d) of the Act; the Minnesota
Public Utilities Commission has issued its order approving capital
structure which order authorizes the issuance of the Debt Securities;
the Indenture has
2
been duly qualified under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"); and no further approval of, authorization,
consent, certificate or order of any governmental body, federal, state
or other, is required in connection with the issuance and sale of the
Debt Securities by the Company to you as provided in the Agreement,
except as may be required by state securities laws;
9. At the time the Registration Statement became effective, the
Registration Statement (other than the financial statements and
supporting schedules included or incorporated by reference therein, as
to which no opinion is being expressed) complied as to form in all
material respects with the requirements of the Act, the rules and
regulations thereunder, the Trust Indenture Act and the rules and
regulations thereunder;
10. I do not know of any legal or governmental proceedings required
to be described in the Prospectus which are not described as required
nor of any contracts or documents of a character required to be
described in the Registration Statement or Prospectus or to be filed as
exhibits to the Registration Statement which are not described and filed
as required; and
11. All statements contained in the Registration Statement and
Prospectus under the caption "Description of Debt Securities" purporting
to set forth the opinion of counsel or purporting to be based upon the
opinion of counsel correctly set forth my opinion on said respective
matters.
In the course of my participation in the preparation of the Registration
Statement and Prospectus I made investigations as to the accuracy of certain of
the statements of fact contained therein, I discussed other matters with
officers, employees, and representatives of the Company, and I examined various
corporate records and data. While I do not pass upon or assume responsibility
for, and shall not be deemed to have independently verified, the accuracy and
completeness of the statements contained in the Registration Statement or
Prospectus (except as to matters set forth in paragraphs 9 and 11 above) nothing
has come to my attention that would lead me to believe that the Registration
Statement at the time it became effective contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that the
Prospectus as of the date of the Agreement or at the date hereof contained an
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.
3
In giving opinions as to conformity to the laws of States other than
Minnesota and as to the franchises and titles to property of the Company, I have
in certain instances relied upon the opinion of other counsel employed or
retained by the Company to render opinions in respect thereto.
Respectfully submitted,
By
-------------------------------------
Xxxx X. Xxxxxxx
Vice President and General Counsel
Northern States Power Company
4
