Supplemental Indenture No. 9 dated as of May 1, 2022 between Southwestern Public Service Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee, creating 5.15% First Mortgage Bonds, Series No. 9 due 2052
Exhibit 4.02
Execution Version
SUPPLEMENTAL INDENTURE
(First Mortgage Bonds)
SOUTHWESTERN PUBLIC SERVICE COMPANY
TO
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(successor to U.S. Bank National Association),
as Trustee
This Instrument Grants A Security Interest By A Utility.
This Instrument Contains After-Acquired Property Provisions.
The following addresses for the parties to this Supplemental Indenture No. 9 are set out in Section 108 of the Indenture hereinafter referred to:
| Trustee: | Company: | |
| U.S. Bank Trust Company, National Association | Southwestern Public Service Company | |
| (successor to U.S. Bank National Association) | 790 South Buchanan | |
| U.S. Bank Corporate Trust Services 60 Livingston Avenue, EP-MN-WS3C St. Paul, MN 55107-2292 Facsimile No. ###-###-#### Attention: Joshua A. Hahn | Amarillo, Texas 79101 | |
Supplemental Indenture No. 9
Dated as of May 1, 2022
Supplemental to the Indenture
dated as of August 1, 2011
Filed as Texas Utility Security Instrument File No. 11-0022610194
as supplemented by Supplemental Indentures filed with the Texas Secretary of State
Filed with New Mexico Secretary of State on August 2, 2011, as Public Utility Filing No. 599,
as supplemented by Supplemental Indentures filed with the New Mexico Secretary of State
Establishing the Securities of Series No. 9,
Designated 5.15% First Mortgage Bonds, Series No. 9 due 2052
SUPPLEMENTAL INDENTURE NO. 9, dated as of May 1, 2022 between SOUTHWESTERN PUBLIC SERVICE COMPANY, a corporation duly organized and existing under the laws of the State of New Mexico (hereinafter sometimes called the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (as successor to U.S. Bank National Association) (hereinafter sometimes called the “Trustee”) under the Indenture, dated as of August 1, 2011 (hereinafter called the “Original Indenture”), as previously supplemented and as further supplemented by this Supplemental Indenture No. 9. The Original Indenture and any and all indentures and all other instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.” U.S. Bank National Association, a national banking association, the original Trustee, is also executing this Supplemental Indenture solely for the purpose of Article Two.
Recitals of the Company
The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein, and to provide security for the payment of the principal of and premium, if any, and interest, if any, on the Securities. The Original Indenture has been filed in the office of the Secretary of State of the State of New Mexico and in the office of the Secretary of State of the State of Texas, and notices with respect to such filings have been recorded in each county in New Mexico and each county in Texas in which the Company owns real property that is used or intended to be used in or in connection with the Electric Utility Business, as more fully set forth in Schedule A hereto.
The Company has heretofore executed and delivered to the Trustee the Supplemental Indentures referred to in Schedule B hereto for the purpose of establishing a series of securities.
The Company desires to establish a new series of Securities to be designated “5.15% First Mortgage Bonds, Series No. 9 due 2052,” such series of Securities to be hereinafter sometimes called “Series No. 9.”
The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 9 to establish the Securities of Series No. 9 and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 9 a valid agreement of the Company, and to make the Securities of Series No. 9 valid obligations of the Company, have been performed.
Granting Clauses
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 9 WITNESSETH, that, in consideration of the premises and of the purchase of the Securities by the Holders thereof, and in order to secure the payment of the principal of and premium, if any, and interest, if any, on all Securities from time to time Outstanding and the performance of the covenants contained therein and in the Indenture and to declare the terms and conditions on
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which such Securities are secured, the Company hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants to the Trustee a security interest in and lien on, the following:
Granting Clause First
All right, title and interest of the Company, as of the date of the execution and delivery of this Supplemental Indenture No. 9, in and to all property (other than Excepted Property), real, personal and mixed, located in the State of Texas or in the State of New Mexico and used or intended to be used in or in connection with the Electric Utility Business (whether or not such use is the sole use of such property), including all right, title and interest of the Company in and to the following property (other than Excepted Property) so located and so used or intended to be so used: (a) all real property owned in fee, easements, servitudes, rights of way and other rights and interests in or relating to real property used or intended to be used in or in connection with the Electric Utility Business or relating to the occupancy or use of such real property, including but not limited to that described in Schedule C hereto, provided that the Lien hereof shall not extend to or encumber the fee owner’s interest in any land or interest in land in which the Company holds only a leasehold interest; (b) all plants, generators, turbines, engines, boilers, fuel handling and transportation facilities, air and water pollution control and sewage and solid waste disposal facilities, whether or not control or disposal of such substances is the exclusive function or purpose of such facilities, and other machinery and facilities for the generation of electric energy; (c) all switchyards, lines, towers, substations, transformers and other machinery and facilities for the transmission of electric energy; (d) all lines, poles, conduits, conductors, meters, regulators and other machinery and facilities for the distribution of electric energy; (e) all buildings, offices, warehouses and other structures used or intended to be used in or in connection with the Electric Utility Business; (f) all pipes, cables, insulators, ducts, tools, computers and other data processing and/or storage equipment and other equipment, apparatus and facilities used or intended to be used in or in connection with the Electric Utility Business; (g) any or all of the foregoing properties in the process of construction; and (h) all other property, of whatever kind and nature, ancillary to or otherwise used or intended to be used in conjunction with any or all of the foregoing or otherwise, directly or indirectly, in furtherance of the Electric Utility Business;
Granting Clause Second
Subject to the applicable exceptions permitted by Section 709(d), Section 1203 and Section 1205 of the Original Indenture, all right, title and interest of the Company in and to all property (other than Excepted Property) of the kind and nature described in Granting Clause First which may be hereafter acquired by the Company, it being the intention of the Company that all such property acquired by the Company after the date of the execution and delivery of this Supplemental Indenture No. 9 shall be as fully embraced within and subjected to the Lien hereof as if such property were owned by the Company as of the date of the execution and delivery of this Supplemental Indenture No. 9;
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Granting Clause Third
All other property of whatever kind and nature subjected or required to be subjected to the Lien of the Indenture by any of the provisions thereof;
Excepted Property
Expressly excepting and excluding, however, from the Lien and operation of the Indenture all Excepted Property of the Company, whether now owned or hereafter acquired;
TO HAVE AND TO HOLD all such property, real, personal and mixed, unto the Trustee, its successors in trust and their assigns forever;
SUBJECT, HOWEVER, to (a) Existing Liens, (b) Acquisition Liens, (c) Retained Interests and (d) any other Permitted Liens;
IN TRUST, NEVERTHELESS, for the equal and ratable benefit and security of the Holders from time to time of all Outstanding Securities without any priority of any such Security over any other such Security;
PROVIDED, HOWEVER, that the right, title and interest of the Trustee in and to the Mortgaged Property shall cease, terminate and become void in accordance with, and subject to the conditions set forth in, Article Eight of the Original Indenture; otherwise the Indenture, and the estate and rights thereby granted shall be and remain in full force and effect; and
THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows:
ARTICLE ONE
Securities of Series No. 9
There are hereby established the Securities of Series No. 9, which shall have the terms and characteristics set forth below (the lettered subdivisions set forth below corresponding to the lettered subdivisions of Section 301 of the Original Indenture):
(a) the title of the Securities of Series No. 9 shall be “5.15% First Mortgage Bonds, Series No. 9 due 2052”;
(b) the Securities of Series No. 9 shall initially be authenticated and delivered in the aggregate principal amount of $200,000,000. The Securities of Series No. 9 may be reopened and additional Securities of Series No. 9 may be issued in excess of the amount initially authenticated and delivered, provided that such additional Securities of Series No. 9 will contain the same terms (including the Stated Maturity and interest payment terms), except for the public offering price, the issue date and, if applicable, the first interest accrual and payment dates, as the other Securities of Series No. 9. Any such additional Securities of Series No. 9, together with the Securities of Series No. 9 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;
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(c) interest on the Securities of Series No. 9 shall be payable to the Persons in whose names such Securities (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, except as otherwise expressly provided in the form of such Securities attached as Exhibit A hereto;
(d) the principal of the Securities of Series No. 9 shall be payable on June 1, 2052, the Stated Maturity for Series No. 9;
(e) the Securities of Series No. 9 shall bear interest at a rate of 5.15% per annum; interest shall accrue on the Securities of Series No. 9 from May 31, 2022 or the most recent date to which interest has been paid or duly provided for; the Interest Payment Dates for such Securities shall be June 1 and December 1 in each year, commencing December 1, 2022 and the Regular Record Dates with respect to the Interest Payment Dates for such Securities shall be May 15 and November 15 in each year, respectively (whether or not a Business Day);
(f) the Corporate Trust Office of U.S. Bank Trust Company, National Association in New York, New York shall be the place at which (i) the principal of, premium, if any, and interest, if any, on the Securities of Series No. 9 shall be payable, (ii) registration of transfer of such Securities may be effected, (iii) exchanges of such Securities may be effected and (iv) notices and demands to or upon the Company in respect of such Securities and the Indenture may be served; and U.S. Bank Trust Company, National Association shall be the Security Registrar for such Securities; provided, however, that the Company reserves the right to change, by one or more Officer’s Certificates, any such place or the Security Registrar; and provided, further, that the Company reserves the right to designate, by one or more Officer’s Certificates, its office in Minneapolis, Minnesota as any such place or itself as the Security Registrar;
(g) the Securities of Series No. 9 shall be redeemable at the option of the Company at any time prior to their maturity at the redemption prices and in accordance with the notice requirements specified in the form of such Securities attached as Exhibit A hereto;
(h) not applicable;
(i) the Securities of Series No. 9 shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof;
(j) not applicable;
(k) not applicable;
(l) not applicable;
(m) not applicable;
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(n) not applicable;
(o) not applicable;
(p) not applicable;
(q) the Securities of Series No. 9 are to be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company (the “Depositary”). Such Securities shall not be transferable or exchangeable, nor shall any purported transfer be registered, except as follows:
| (i) | such Securities may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by such nominee to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and |
| (ii) | such Securities may be exchanged for definitive Securities registered in the respective names of the beneficial holders thereof, and thereafter shall be transferable without restriction, if: |
| (A) | the Depositary, or any successor securities depositary, shall have notified the Company and the Trustee that it is unwilling or unable to continue to act as securities depositary with respect to such Securities or the Depositary has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Trustee shall not have been notified by the Company within ninety (90) days of the identity of a successor securities depositary with respect to such Securities; or |
| (B) | the Company shall have delivered to the Trustee a Company Order to the effect that such Securities shall be so exchangeable on and after a date specified therein; or |
| (C) | (1) an Event of Default shall have occurred and be continuing, (2) the Trustee shall have given notice of such Event of Default pursuant to Section 1002 of the Original Indenture and (3) there shall have been delivered to the Company and the Trustee an Opinion of Counsel to the effect that the interests of the beneficial owners of such Securities in respect thereof will be materially impaired unless such owners become Holders of definitive Securities; |
(r) not applicable;
(s) no service charge shall be made for the registration of transfer or exchange of the Securities of Series No. 9; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the exchange or transfer;
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(t) not applicable; and
| (u) | (i) If the Company shall have caused the Company’s indebtedness in respect of any Securities of Series No. 9 to have been satisfied and discharged prior to the Maturity of such Securities, as provided in Section 801 of the Original Indenture, the Company shall, promptly after the date of such satisfaction and discharge, give a notice to each Person who was a Holder of any of such Securities on such date stating (A)(1) the aggregate principal amount of such Securities and (2) the aggregate amount of any money (other than amounts, if any, deposited in respect of accrued interest on such Securities) and the aggregate principal amount of, the rate or rates of interest on, and the aggregate fair market value of, any Eligible Obligations deposited pursuant to Section 801 of the Original Indenture with respect to such Securities and (B) that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine the federal income tax consequences to it resulting from the satisfaction and discharge of the Company’s indebtedness in respect of such Securities. Thereafter, the Company shall, within forty-five (45) days after the end of each calendar year, give to each Person who at any time during such calendar year was a Holder of such Securities a notice containing (X) such information as may be necessary to enable such Person to report its income, gain or loss for federal income tax purposes with respect to such Securities or the assets held on deposit in respect thereof during such calendar year or the portion thereof during which such Person was a Holder of such Securities, as the case may be (such information to be set forth for such calendar year as a whole and for each month during such year) and (Y) a statement to the effect that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine its income, gain or loss for federal income tax purposes with respect to such Securities or such assets for such year or portion thereof, as the case may be. The obligation of the Company to provide or cause to be provided information for purposes of income tax reporting by any Person as described in the first two sentences of this paragraph shall be deemed to have been satisfied to the extent that the Company has provided or caused to be provided substantially comparable information pursuant to any requirements of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and United States Treasury regulations thereunder. |
| (ii) | Notwithstanding the provisions of subparagraph (i) above, the Company shall not be required to give any notice specified in such subparagraph or to otherwise furnish any of the information contemplated therein if the Company shall have |
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| delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect of such Securities and such Holders will be subject to federal income taxation on the same amounts and in the same manner and at the same times as if such satisfaction and discharge had not occurred. |
| (iii) | Anything in this clause (u) to the contrary notwithstanding, the Company shall not be required to give any notice specified in subparagraph (i) or to otherwise furnish the information contemplated therein or to deliver any Opinion of Counsel contemplated by subparagraph (ii) if the Company shall have caused Securities of Series No. 9 to be deemed to have been paid for purposes of the Indenture, as provided in Section 801 of the Original Indenture, but shall not have effected the satisfaction and discharge of its indebtedness in respect of such Securities pursuant to such Section. |
The Securities of Series No. 9 shall be substantially in the form attached hereto as Exhibit A and shall have such further terms as are set forth in such form.
ARTICLE TWO
Succession of Trustee
U.S. Bank National Association, a national banking association (“USB”), and U.S. Bank Trust Company, National Association, a national banking association (“USBTC”), hereby confirm that USB has contributed, assigned, transferred and conveyed to USBTC, all rights, title and interests of USB in, to and under the Indenture and has transferred, assigned and conveyed to USBTC the obligations of USB thereunder, and USBTC has accepted the same and agreed to undertake, perform and discharge such obligations, in each case effective as of January 28, 2022. Accordingly, USBTC is the Trustee under the Indenture effective as of January 28, 2022. The Company is hereby authorized to execute and file such instruments and notices as may be reasonably necessary or desirable to record the foregoing.
ARTICLE THREE
Miscellaneous Provisions
This Supplemental Indenture No. 9 is a supplement to the Original Indenture. As previously supplemented and further supplemented by this Supplemental Indenture No. 9, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture, all previous supplements thereto and this Supplemental Indenture No. 9 shall together constitute one and the same instrument.
If any provision of this Supplemental Indenture No. 9 limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c), such imposed duties shall control.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 9 to be duly executed as of the day and year first above written.
| SOUTHWESTERN PUBLIC SERVICE COMPANY | ||
| By: | /s/ Paul A. Johnson | |
| Name: Paul A. Johnson | ||
| Its: Vice President and Treasurer | ||
| STATE OF MINNESOTA | ) | |||
| ) ss. | ||||
| COUNTY OF SCOTT | ) |
This instrument was acknowledged before me on the 24 day of May, 2022, by Paul A. Johnson, the Vice President and Treasurer of Southwestern Public Service Company, a New Mexico corporation, on behalf of said corporation.
| /s/ Kristin Lynn Westlund |
| Name: Kristin Lynn Westlund |
| Notary Public, State of Minnesota |
| My commission expires: January 31, 2026 |
(Seal, if any)
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee | ||
| By: | /s/ Joshua A. Hahn | |
| Name: Joshua A. Hahn | ||
| Its: Vice President | ||
| STATE OF MINNESOTA | ) | |||
| ) ss. | ||||
| COUNTY OF RAMSEY | ) |
This instrument was acknowledged before me on the 24th day of May 2022, by Joshua A. Hahn, a Vice President of U.S. Bank Trust Company, National Association, a national banking association, on behalf of said national banking association.
| /s/ Kristi M. Pardee |
| Name: Kristi M. Pardee |
| Notary Public, State of Minnesota |
| My commission expires: January 31, 2026 |
(Seal, if any)
| Solely for purposes of Article Two: | ||
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Joshua A. Hahn | |
| Name: Joshua A. Hahn | ||
| Its: Vice President | ||
| STATE OF MINNESOTA | ) | |||
| ) ss. | ||||
| COUNTY OF RAMSEY | ) |
This instrument was acknowledged before me on the 24th day of May 2022, by Joshua A. Hahn, a Vice President of U.S. Bank National Association, a national banking association, on behalf of said national banking association.
| /s/ Kristi M. Pardee |
| Name: Kristi M. Pardee |
| Notary Public, State of Minnesota |
| My commission expires: January 31, 2026 |
(Seal, if any)
EXHIBIT A
FORM OF SECURITY
(See legend at the end of this Security for
restrictions on transfer)
SOUTHWESTERN PUBLIC SERVICE COMPANY
5.15% First Mortgage Bond, Series No. 9 due 2052
| Original Interest Accrual Date: | [ ] | |||||
| Interest Rate: | 5.15% per annum | |||||
| Stated Maturity: | June 1, 2052 | |||||
| Interest Payment Dates: | June 1 and December 1 | |||||
| Regular Record Dates: | May 15 and November 15 | |||||
| CUSIP No.: | 845743 BW2 |
This Security is not a Discount Security
within the meaning of the within-mentioned Indenture
| Principal Amount | Registered No. | |||
| $ | ||||
SOUTHWESTERN PUBLIC SERVICE COMPANY, a corporation duly organized and existing under the laws of the State of New Mexico (herein called the “Company,” which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars on the Stated Maturity specified above, and to pay interest thereon from the Original Interest Accrual Date specified above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on the Interest Payment Dates specified above in each year, commencing December 1, 2022 and at Maturity, at the Interest Rate per annum specified above, until the principal hereof is paid or duly provided for. The interest so payable, and paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date specified above (whether or not a Business Day) next preceding such Interest Payment Date. Notwithstanding the foregoing, interest payable at Maturity shall be paid to the Person to whom principal shall be paid. Except as otherwise provided in said Indenture, any such interest not so paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this series not less than 15 days prior to such Special Record Date, or be paid in such other manner as permitted by the Indenture.
Payment of the principal of this Security and interest hereon at Maturity shall be made upon presentation of this Security at the Corporate Trust Office of U.S. Bank Trust Company, National Association in New York, New York, or at such other office or agency as may be designated for such purpose by the Company from time to time. Payment of interest on this Security (other than interest at Maturity) shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, except that if such Person shall be a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and such Person. Payment of the principal of and interest on this Security, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and issuable in one or more series under and equally secured by an Indenture, dated as of August 1, 2011 (the “Original Indenture” and such Indenture as supplemented or amended from time to time thereafter, together with any constituent instruments establishing the terms of particular Securities, being herein called the “Indenture”), between the Company and U.S. Bank Trust Company, National Association as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged, pledged and held in trust, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of the Securities thereunder and of the terms and conditions upon which the Securities are, and are to be, authenticated and delivered and secured. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture. This Security is one of the series designated above.
If any Interest Payment Date, any Redemption Date or the Stated Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this Security on such date may be made on the next succeeding Business Day; and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on such amounts for the period from and after such Interest Payment Date, such Redemption Date or Stated Maturity, as the case may be, to such Business Day.
Prior to December 1, 2051 (six months prior to the Stated Maturity) (the “Par Call Date”), the Company may redeem the Securities of this series at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Securities of this series matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 35 basis points less (b) interest accrued to the Redemption Date, and
(2) 100% of the principal amount of the Securities of this series to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.
On or after the Par Call Date, the Company may redeem the Securities of this series at its option, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities of this series being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or
(2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price.
In lieu of the time periods set forth in Section 504 of the Original Indenture, notices of redemption with respect to the Securities shall be given not less than 10 days nor more than 60 days prior to the Redemption Date.
If an Event of Default shall occur and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that the Indenture permits the Trustee to enter into one or more supplemental indentures for limited purposes without the consent of any Holders of Securities. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities then Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in the Indenture and subject to certain limitations therein set forth, this Security or any portion of the principal amount hereof will be deemed to have been paid for all purposes of the Indenture and to be no longer Outstanding thereunder, and, at the election of the Company, the Company’s entire indebtedness in respect thereof will be satisfied and discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which when due, without regard to any reinvestment thereof, will provide moneys which, together with moneys so deposited, will be sufficient to pay when due the principal of and interest on this Security when due.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the corporate office of U.S. Bank Trust Company, National Association in New York, New York, or such other office or agency as may be designated by the Company from time to time, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series of authorized denominations and of like tenor and aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only as registered Securities, without coupons, and in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of the same series, of any authorized denominations, as requested by the Holder surrendering the same, and of like tenor upon surrender of the Security or Securities to be exchanged at the office of U.S. Bank Trust Company, National Association in New York, New York, or such other office or agency as may be designated by the Company from time to time.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture Act of 1939, as then in effect or any successor statute shall be applicable and except to
the extent that the law of any jurisdiction wherein any portion of the property mortgaged pursuant to the Indenture or any indenture supplemental thereto is located shall mandatorily govern the attachment, perfection, priority or enforcement of the lien of the Indenture and all indentures supplemental thereto with respect to such portion of the mortgaged property.
As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is not a day on which the offices of the Trustee in The City of New York, New York, or other city in which is located any office or agency maintained for the payment of principal or interest on this Security, are generally authorized or required by law or executive order to remain closed. All other terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
As provided in the Indenture, no recourse shall be had for the payment of the principal of or premium, if any, or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities.
Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
| SOUTHWESTERN PUBLIC SERVICE COMPANY | ||
| By: |
| |
| Name: | Paul A. Johnson | |
| Its: | Vice President and Treasurer | |
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated:
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | ||
| By |
| |
| Authorized Officer | ||
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation (“DTC”), 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 in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
This Security may not be transferred or exchanged, nor may any purported transfer be registered, except (i) this Security may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by Cede & Co., as nominee for DTC (the “Depositary”), to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and (ii) this Security may be exchanged for definitive Securities registered in the respective names of the beneficial holders hereof, and thereafter shall be transferable without restrictions if: (A) the Depositary, or any successor securities depositary, shall have notified the Company and the Trustee that it is unwilling or unable to continue to act as securities depositary with respect to the Securities and the Trustee shall not have been notified by the Company within ninety (90) days of the identity of a successor securities depositary with respect to the Securities; or (B) the Company shall have delivered to the Trustee a Company Order to the effect that the Securities shall be so exchangeable on and after a date specified therein or (C) (1) an Event of Default shall have occurred and be continuing, (2) the Trustee shall have given notice of such Event of Default pursuant to Section 1002 of the Original Indenture and (3) there shall have been delivered to the Company and the Trustee an Opinion of Counsel to the effect that the interests of the beneficial owners of such Securities in respect thereof will be materially impaired unless such owners become Holders of definitive Securities.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
|
[please insert social security or other identifying number of assignee] |
|
[please print or typewrite name and address of assignee] |
the within Security of SOUTHWESTERN PUBLIC SERVICE COMPANY and does hereby irrevocably constitute and appoint , Attorney, to transfer said Security on the books of the within-mentioned Company, with full power of substitution in the premises.
| Dated: |
|
Notice: The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatsoever.
SCHEDULE A
TEXAS COUNTY RECORDINGS
The Indenture dated as of August 1, 2011, granted by Southwestern Public Service Company to U.S. Bank National Association, Trustee (predecessor-in-interest to U.S. Bank Trust Company, National Association, the current Trustee), was filed with the Secretary of State of the State of Texas on August 2, 2011 as Utility Security Instrument No. 11-0022610194.
In accordance with Texas Business and Commerce Code Section 261.011, a Notice of Utility Security Instrument Affecting Real Property was thereafter recorded in each Texas county in which any of the Mortgaged Property consisting of real property was located as of the Effective Date of such Indenture. The following table sets forth recording information relating to the recordation, in each of the specified Texas counties, of such Notice of Utility Security Instrument Affecting Real Property:
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Andrews | 8/3/11 | 112770 | N/A | N/A | ||||
| Armstrong | 8/3/11 | 2011276 | 53 | 790 | ||||
| Bailey | 8/3/11 | 201100016286 | N/A | N/A | ||||
| Borden | 8/3/11 | 111124 | N/A | N/A | ||||
| Briscoe | 8/3/11 | 11271 | N/A | N/A | ||||
| Carson | 8/3/11 | 1100000862 | N/A | N/A | ||||
| Castro | 8/3/11 | 59278 | 335 | 796 | ||||
| Cochran | 8/3/11 | 13897 | N/A | N/A | ||||
| Cottle | 8/3/11 | 2011-291 | 194 | 708 | ||||
| Crosby | 8/3/11 | 235843 | N/A | N/A | ||||
| Dallam | 8/2/11 | 164351 | 149 | 384 | ||||
| Deaf Smith | 8/3/11 | 1493 | N/A | N/A | ||||
| Ector | 8/3/11 | 201100011005 | N/A | N/A | ||||
| Floyd | 8/3/11 | 110857 | N/A | N/A |
Schedule A-1
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Foard | 8/3/11 | 68419 | 247 | 71 | ||||
| Gaines | 8/3/11 | 20113945 | N/A | N/A | ||||
| Garza | 8/3/11 | 111229 | N/A | N/A | ||||
| Gray | 8/3/11 | 019194 | N/A | N/A | ||||
| Hale | 8/3/11 | 2011002855 | N/A | N/A | ||||
| Hansford | 8/3/11 | 78454 | 382 | 511 | ||||
| Hartley | 8/3/11 | 100087 | N/A | N/A | ||||
| Hemphill | 8/3/11 | 059371 | N/A | N/A | ||||
| Hockley | 8/3/11 | 00002996 | N/A | N/A | ||||
| Hutchinson | 8/3/11 | 343845 | 1664 | 137 | ||||
| Lamb | 8/3/11 | 1442 | N/A | N/A | ||||
| Lipscomb | 8/3/11 | N/A | 502 | 782 | ||||
| Lubbock | 8/3/11 | 2011026116 | N/A | N/A | ||||
| Lynn | 8/3/11 | 20112298 | N/A | N/A | ||||
| Midland | 8/3/11 | 15266 | N/A | N/A | ||||
| Moore | 8/2/11 | 0176902 | 702 | 18 | ||||
| Motley | 8/3/11 | N/A | 102 | 237 | ||||
| Ochiltree | 8/3/11 | 95434 | N/A | N/A | ||||
| Oldham | 8/3/11 | 11429 | N/A | N/A | ||||
| Parmer | 8/3/11 | 51211 | N/A | N/A | ||||
| Potter | 8/2/11 | 01200092 | N/A | N/A | ||||
| Randall | 8/2/11 | 2011012189 | N/A | N/A | ||||
| Roberts | 8/3/11 | 044416 | N/A | N/A | ||||
| Sherman | 8/3/11 | 23551 | 297 | 756 |
Schedule A-2
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Swisher | 8/3/11 | 2011-0678 | 392 | 314 | ||||
| Terry | 8/3/11 | 252458 | N/A | N/A | ||||
| Wheeler | 8/3/11 | N/A | 640 | 738 | ||||
| Wilbarger | 8/3/11 | 00112766 | 636 | 602 | ||||
| Yoakum | 8/3/11 | 20111463 | N/A | N/A |
Schedule A-3
NEW MEXICO COUNTY RECORDINGS
The Indenture dated as of August 1, 2011, granted by Southwestern Public Service Company to U.S. Bank National Association, Trustee (predecessor-in-interest to U.S. Bank Trust Company, National Association, the current Trustee), was filed with the Secretary of State of the State of New Mexico on August 2, 2011 under the Public Utility Act, receiving Public Utility Filing No. 599. Concurrently with such filing, a Uniform Commercial Code financing statement, to which a copy of such Indenture was appended as an exhibit, was filed in the Uniform Commercial Code records of the Secretary of State of the State of New Mexico on August 2, 2011 as UCC Filing No. 20110012866J.
In accordance with New Mexico Statutes Annotated, 1978, Section 62-13-11, a Notice of Filing of Indenture with New Mexico Secretary of State, to which a copy of such Indenture was appended as an exhibit, was thereafter recorded in each New Mexico county in which any of the Mortgaged Property consisting of real property was located as of the Effective Date of such Indenture. The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of such Notice of Filing of Indenture with New Mexico Secretary of State:
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Chaves | 8/3/11 | 340593 | N/A | N/A | ||||
| Curry | 8/3/11 | 110005245 | N/A | N/A | ||||
| Eddy | 8/3/11 | 1107879 | N/A | N/A | ||||
| Lea | 8/3/11 | 33578 | N/A | N/A | ||||
| Quay | 8/3/11 | 201108030006 | N/A | N/A | ||||
| Roosevelt | 8/3/11 | 20112258 | N/A | N/A |
Schedule A-4
The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 1:
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Chaves | 8/8/11 | 340698 | N/A | N/A | ||||
| Curry | 8/8/11 | 110005352 | N/A | N/A | ||||
| Eddy | 8/8/11 | 1107998 | N/A | N/A | ||||
| Lea | 8/8/11 | 33734 | N/A | N/A | ||||
| Quay | 8/8/11 | 201108080003 | N/A | N/A | ||||
| Roosevelt | 8/8/11 | 20112316 | N/A | N/A |
The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 2:
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Chaves | 6/18/14 | 389726 | N/A | N/A | ||||
| Curry | 6/18/14 | 157778190 | N/A | N/A | ||||
| Eddy | 6/18/14 | 1824479 | N/A | N/A | ||||
| Lea | 6/18/14 | 39612 | N/A | N/A | ||||
| Quay | 6/18/14 | 20149266515 | N/A | N/A | ||||
| Roosevelt | 6/18/14 | 20141875 | N/A | N/A |
Schedule A-5
The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 3:
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Chaves | 6/18/14 | 389727 | N/A | N/A | ||||
| Curry | 6/18/14 | 157778191 | N/A | N/A | ||||
| Eddy | 6/18/14 | 1824480 | N/A | N/A | ||||
| Lea | 6/18/14 | 39613 | N/A | N/A | ||||
| Quay | 6/18/14 | 20149266516 | N/A | N/A | ||||
| Roosevelt | 6/18/14 | 20141876 | N/A | N/A |
The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 4:
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Chaves | 8/19/16 | 407833 | N/A | N/A | ||||
| Curry | 8/19/16 | 189674134 | N/A | N/A | ||||
| Eddy | 8/19/16 | 22399408 | N/A | N/A | ||||
| Lea | 8/19/16 | 411897 | N/A | N/A | ||||
| Quay | 8/19/16 | 20167359981 | N/A | N/A | ||||
| Roosevelt | 8/19/16 | 20162074 | N/A | N/A |
Schedule A-6
The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 5:
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Chaves | 8/17/17 | 410921 | N/A | N/A | ||||
| Curry | 8/17/17 | 202655927 | N/A | N/A | ||||
| Eddy | 8/17/17 | 28402333 | N/A | N/A | ||||
| Lea | 8/17/17 | 422035 | N/A | N/A | ||||
| Quay | 8/17/17 | 20176648665 | N/A | N/A | ||||
| Roosevelt | 8/17/17 | 20174088 | N/A | N/A |
The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 6:
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Chaves | 11/9/2018 | 421224 | N/A | N/A | ||||
| Curry | 11/9/2018 | 238400985 | N/A | N/A | ||||
| Eddy | 11/9/2018 | 30117445 | N/A | N/A | ||||
| Lea | 11/9/2018 | 428097 | N/A | N/A | ||||
| Quay | 11/9/2018 | 2018742751 | N/A | N/A | ||||
| Roosevelt | 11/9/2018 | 20188167 | N/A | N/A |
Schedule A-7
The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 7:
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Chaves | 6/24/2019 | 587629 | N/A | N/A | ||||
| Curry | 6/24/2019 | 296613778 | N/A | N/A | ||||
| Eddy | 6/24/2019 | 38230015 | N/A | N/A | ||||
| Lea | 6/24/2019 | 499118 | N/A | N/A | ||||
| Quay | 6/24/2019 | 2019263318 | N/A | N/A | ||||
| Roosevelt | 6/24/2019 | 20195502 | N/A | N/A |
Schedule A-8
The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 8:
| COUNTY | DATE | RECEPTION NUMBER | BOOK/FILM | PAGE | ||||
| Chaves | 5/28/20 | 601136 | N/A | N/A | ||||
| Curry | 5/28/20 | 302849885 | N/A | N/A | ||||
| Eddy | 5/22/20 | 39694827 | N/A | N/A | ||||
| Lea | 5/27/20 | 501778 | N/A | N/A | ||||
| Quay | 5/20/20 | 2020744582 | N/A | N/A | ||||
| Roosevelt | 5/29/20 | 20206889 | N/A | N/A |
Schedule A-9
SCHEDULE B
| Date of Supplemental Indenture | Series of Bonds | Principal Amount Issued | Principal Amount Outstanding | |||||||
| August 3, 2011 | 1 | $ | 400,000,000 | $ | 400,000,000 | |||||
| June 1, 2014 | 2 | $ | 250,000,000 | $ | 0 | |||||
| June 1, 2014 | 3 | $ | 350,000,000 | $ | 350,000,000 | |||||
| August 1, 2016 | 4 | $ | 300,000,000 | $ | 300,000,000 | |||||
| August 1, 2017 | 5 | $ | 450,000,000 | $ | 450,000,000 | |||||
| October 1, 2018 | 6 | $ | 300,000,000 | $ | 300,000,000 | |||||
| June 1, 2019 | 7 | $ | 300,000,000 | $ | 300,000,000 | |||||
| May 1, 2020 | 8 | $ | 600,000,000 | $ | 600,000,000 | |||||
Schedule B-1
SCHEDULE C
DESCRIPTION OF PROPERTY
A. FEE TITLE
The property referred to in Granting Clause Second of the Indenture includes, without limitation, the Company’s right, title and interest in and to the land acquired by the Company including the lands described in the following deeds into the Company and referenced recorded documents (the “Lands”), together with all property related, used or appurtenant thereto of the kind and nature described in Granting Clause First (other than Excepted Property) (“Fee Title”):
The following properties are in the State of Texas:
Floyd County, Texas
| SPS Id. No. | Common Name | Deed into Southwestern Public Service Company Recorded at | ||
| 5269 | Callahan Substation | Volume or Book 0142, Page 0764 et seq., and as Document No. 2021000853, Official Public Records, Floyd County, Texas executed by Judy K. Dunlap, dated September 15, 2021 and recorded September 17, 2021, | ||
as to the following property:
A 0.98 acre tract of land out of the J.R. Powell Survey, Floyd County, Texas further being out of a tract of land described in that certain instrument recorded in Volume 275, page 68, as filed in the Office of the County Clerk of Floyd County, Texas, said tract of land having been surveyed on the ground by Furman Land Surveyors, Inc. and being described by metes and bounds as follows:
(Bearings and Distances are Grid UTM Coordinate System-Zone 14N, NAD (1983) using GPS relative positioning techniques based on an OPUS solution from May 24, 2021. Combined Scale Factor = 1.00010679)
COMMENCING at a 5/8 inch iron rod with aluminum cap found and accepted for the Southwest corner of said J.R. Powell Survey, same being the common corner of League 1 and 4 Callahan County School Land Survey, and the G.S. Wilson Survey, Floyd County, said 5/8 inch iron rod also being the Southwest corner of an existing Southwestern Public Service Company substation, being described in that certain instrument recorded in Volume 100, page 47, as filed in the Office of the County Clerk of Floyd County, from whence a 1⁄2 inch iron rod with cap stamped “RPLS 5759” found for the Southeast corner of said J.R. Powell Survey bears S. 88° 36’ 08” E. (Base Line) 1952.56 feet;
THENCE, N. 00° 52’ 39” E. 126.04 feet along the West line of said J.R. Powell Survey, same being the East line of said League 1 to a 1⁄2 inch iron rod with cap stamped “FURMAN RPLS” set for the Northwest corner of said existing substation and being the Southwest corner and BEGINNING CORNER of this tract of land;
Schedule C-1
THENCE, N. 00° 52’ 39” E. 180.80 feet along the West line of said J.R. Powell Survey to a 1⁄2 inch iron rod with cap stamped “FURMAN RPLS” set for the Northwest corner of this tract of land;
THENCE, S. 88° 36’ 03” E. 235.10 feet to a 1⁄2 inch iron rod with cap stamped “FURMAN RPLS” set for the Northeast corner of this tract of land;
THENCE, S. 00° 53’ 05” W. 180.80 feet to a 1⁄2 inch rod with aluminum cap found and accepted for the Northeast corner of said existing substation, same being the Southeast corner of this tract of land; and
THENCE N. 88° 35’ 03” W. 235.07 feet along the North line of said existing substation to the POINT OF BEGINNING,
containing 0.98 acres, more or less.
Hale County, Texas
| SPS Id. No. | Common Name | Deed into Southwestern Public Service Company Recorded at | ||
| 5275 | Holloman Property | Document No. 2019-000758, Official Public Records, Hale County, Texas executed by Randal Wayne Holloman aka Randall W. Holloman, dated March 12, 2019 and recorded March 15, 2019, which is now Southwestern Public Service Company pursuant to the conversion of Hale Petersburg Wind, LLC to Hale Petersburg, Inc., and the merger of Hale Petersburg, Inc. into Southwestern Public Service Company, as recited in Affidavit recorded under Document No. 2020-000737, Official Public Records, Hale County, Texas, | ||
as to the following property:
Being a 22.151 acre tract out of the Southeast part of the East 280 acres of the North 440 acres of Survey No. 18, Block R, Hale County, Texas, and more particularly described by metes and bounds as follows:
BEGINNING at a 1 inch rod found in the East line and 1,651.9 feet North of a spike found for the Southeast corner of Survey No. 18, Block R, Hale County, Texas, said rod being the Southeast corner of the East 280 acres of the North 440 acres of said survey;
THENCE, West 1,681.55 feet along the South line of the North 440 acres of said survey and partially along old fence line to a 1⁄2 inch steel rod;
THENCE, North, at 227 feet pass 4 feet West of the Northwest corner of a well house, in all, 571.64 feet to a 1⁄2 inch steel rod;
THENCE, North 89° 51’ 05” East 1,681.56 feet, passing 1 foot North of the most Westerly power pole and passing on the North side of the most Easterly power pole, to a 1⁄2 inch steel rod set in the East line of said survey; and
Schedule C-2
THENCE, South 576 feet along the East line of said survey to the PLACE OF BEGINNING, and
containing 22.151 acres, more or less.
Moore County, Texas
| SPS Id. No. | Common Name | Deed into Southwestern Public Service Company Recorded at | ||
| 5271 | Four Way Substation | Document No. 0203579, Volume 0847, Page 0719 et seq., Official Public Records, Moore County, Texas executed by Amarillo National Bank and Frances Diane Neal, Co-Trustees of The Terry Thompson, Jr. Trust, dated December 15, 2020 and recorded December 16, 2020, | ||
as to the following property:
A tract of land out of Section 19, Block 44, H.&T.C. Co. Survey, Moore County, Texas, also being out of that certain tract of land described in that certain instrument recorded in Volume 441, Page 308 as filed in the Real Property Records of Moore County, Texas, said tract of land having been surveyed on the ground by Furman Land Surveyors, Inc. on June 25, 2020 and being described by metes and bounds as follows:
Bearings and Distances are Grid UTM Coordinate System-Zone 14N, NAD (1983) using GPS relative positioning techniques based on an OPUS solution on June 25, 2020. Combined Scale Factor = 1.00030540 (Grid Distance/1.00030540 = Ground Distance)
COMMENCING at a 5/8 inch iron rod with cap stamped “Topographic” found for the Southwest comer of said Section 19 from whence a 1-1/4 inch iron pipe found for the Northwest corner of said Section 19 bears N. 02° 17’ 28” E. (Base Line) 5370.37 feet;
THENCE, N. 02° 17’ 28” E. 80.02 feet along the West line of said Section 19 to a 1⁄2 inch iron rod with cap stamped “Furman RPLS” set in the North Right-of-Way line of Highway 1913 as described in that certain instrument recorded in Volume 118, Page 175 as described in the Deed Records of Moore County, Texas, also being the Southwest and BEGINNING CORNER of this tract of land, from whence a 4x4 concrete monument found bears N. 57° 32’ 43” E. 1.13 feet;
THENCE, N. 02° 17’ 28” E. 661.68 feet along the West line of said Section 19 to a 1⁄2 inch iron rod with a cap stamped “Furman RPLS” set for the Northwest comer of this tract of land;
THENCE, S. 87° 46’ 31” E. 545.52 feet to a 1⁄2 inch iron rod with a cap stamped “Furman RPLS” set for the Northeast corner of this tract of land;
THENCE, S. 02° 17’ 28” W. 661.68 feet to a 1⁄2 inch iron rod with a cap stamped “Furman RPLS” set in the aforementioned North Right-of-Way line of Highway 1913, same being the Southeast comer of this tract of land; and
Schedule C-3
THENCE, N. 87° 46’ 31” W. 545.52 feet along the said North Right-of-Way line of Highway 1913 to the POINT OF BEGINNING, and
containing 8.28 acres, more or less.
Potter County, Texas
| SPS Id. No. | Common Name | Deed into Southwestern Public Service Company Recorded at | ||
| 5272 | Center Port Substation | Document No. 2020 OPR 0015702, Official Public Records, Potter County, Texas executed by Bill Titcomb, Sr., Sr. Vice President of Ray C. Johnson Testamentary Trust created under the Last Will and Testament of Racy C. Johnson, Deceased by The Herring National Bank, Successor Trustee and Ray Charles Johnson, III, dated December 3, 2020 to be effective December 4, 2020, and recorded December 7, 2020, | ||
as to the following property:
A tract of land out of Section 94, Block 2, A.B. & M. Survey, Potter County, Texas, also being out of that certain tract of land described in that certain instrument recorded in Volume 2553, Page 2 as filed in the Official Public Records of Potter County, Texas, said tract of land having been surveyed on the ground by Furman Land Surveyors, Inc. on November 20, 2020 and being described by metes and bounds as follows:
Bearings and Distances are Grid UTM Coordinate System-Zone 14N, NAD (1983) using GPS relative positioning techniques based on an OPUS solution on December 16, 2014. Combined Scale Factor = 1.00019712 (Grid Distance/1.00019712 = Ground Distance)
COMMENCING at a railroad spike found and accepted for the Southwest corner of said Section 94, from whence a 1⁄2 inch iron rod with demolished cap found for the Northwest corner of said Section 94 bears N. 01°40’17” E. (Base Line) 5270.39 feet;
THENCE, S. 88 °35’ 05” E. 173.21 feet along the South line of said Section 94 to a point being the Southeast corner of that certain 10.81 ± acre tract of land described in that certain instrument recorded in Volume 2869, Page 705 as filed in the Official Public Records of Potter County, Texas;
THENCE, N. 01° 49’ 13” E. along the East line of said 10.81 ± acre tract of land to a 1⁄2 inch iron rod with cap stamped “Furman RPLS” set in the North Right-of-Way line of N.E. 24th Avenue as it exists on the ground, same being the Southwest and BEGINNING CORNER of this tract of land;
THENCE, N. 01° 49’ 13” E. 471.42 feet along the East line of said 10.81 ± acre tract of land to a 1⁄2 inch iron rod with cap stamped “Furman RPLS” set for the Northwest corner of this tract of land;
THENCE, S. 88° 35’ 05” E. 471.42 feet to a 1⁄2 inch iron rod with cap stamped “Furman RPLS” set for the Northeast corner of this tract of land;
Schedule C-4
THENCE, S. 01° 49’ 13” W. 471.42 feet to a 1⁄2 inch iron rod with cap stamped “Furman RPLS” set in the said North Right-of-Way line of N.E. 24th Avenue, same being the Southeast corner of this tract of land; and
THENCE, N. 88° 35’ 05” W. 471.42 feet along the said North Right-of-Way line of N.E. 24th Avenue to the POINT OF BEGINNING, and
containing 5.10 acres of land, more or less.
| SPS Id. No. | Common Name | Deed into Southwestern Public Service Company Recorded at | ||
| 5274 | Lawrence Park Substation Parcel 2 | Document No. 2020 OPR 0015687, Official Public Records, Potter County, Texas executed by H & H Entertainment Properties, L.L.C., dated December 4, 2020, and recorded December 7, 2020, | ||
as to the following property:
All of Lots 3 and 4 and South 115.80 feet of Lot 5, Block 33 of Lawrence Park Addition Unit No. 23, an addition to the City of Amarillo, Potter County, Texas, according to the map or plat thereof, recorded in Volume 1030, Page 135, of the Deed Records of Potter County, Texas.
Randall County, Texas
| SPS Id. No. | Common Name | Deed into Southwestern Public Service Company Recorded at | ||
| 5273 | Farmers Substation Parcel 2 | Document No. 2021008682, Official Public Records, Randall County, Texas executed by Amarillo Economic Development Corporation, a Texas nonprofit corporation, dated May 13, 2021, and recorded April 14, 2021, | ||
as to the following property:
A tract of land out of Section 182, Block 2, A.B. & M. Survey, Randall County, Texas, also being out of that certain 102.47 ± acre tract of land described in that certain instrument recorded in Clerks File N. 2019009902 as filed in the Official Public Records of Randall County, Texas, said tract of land having been surveyed on the ground by Furman Land Surveyors, Inc. on January 6, 2021 and being described by metes and bounds as follows:
BEGINNING at a 1⁄2 inch iron pipe found as called for being a jog corner of said 102.47 ± acre tract of land, same being the Northeast corner of that certain 1.3 ± acre tract of land described in that certain instrument recorded in Volume 550, Page 191 as filed in the Deed Records of Randall County, Texas, also being the most Northerly Northwest and BEGINNING CORNER of this tract of land;
Schedule C-5
THENCE, S. 89° 41’ 02” E. 29.87 feet to a 1⁄2 inch iron rod with cap stamped “RPLS 4263” found for a jog corner of said 102.47 ± acre tract of land, same being the Northeast corner of this tract of land;
THENCE, S. 00 °03’ 26” W. 434.76 feet to a 1⁄2 inch iron rod with cap stamped “FURMAN RPLS” set for the Southeast corner of this tract of land;
THENCE, N. 89° 41’ 02” W. 311.46 feet to a 1⁄2 inch iron rod with cap stamped “FURMAN RPLS” set in the West line of said 102.47 ± acre tract of land, same being a point in the East Right-of-Way line of S. Georgia Street, as it exists on the ground, same being the Southwest corner of this tract of land;
THENCE, N. 00° 03’ 26” E. 263.09 feet along the West line of said 102.47 ± acre tract of land, same being the said East Right-of-Way line of S. Georgia Street to a 1⁄2 inch iron rod with cap stamped “RPLS 4263” found in the South line of aforementioned 1.3± acre tract of land and being the most Southerly Northwest corner of this tract of land;
THENCE, S. 89° 41’ 02” E. (Base Line) 281.58 feet along the common line of said 102.47 ± acre tract of land and said 1.3 ± acre tract of land to a 1⁄2 inch iron pipe found as called for at the Southeast corner of said 1.3 ± acre tract of land and being a jog corner of this tract of land; and
THENCE, N. 00° 03’ 44” E. 171.67 feet along the common line of said 102.47 ± acre tract of land and said 1.3 ± acre tract of land to the POINT OF BEGINNING, and
containing 2.00 acres of land, more or less.
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Schedule C-6
The following properties are in the State of New Mexico:
Eddy County, New Mexico
The following described real estate in Eddy County, New Mexico:
Caveman Substation
SPS Id No: 5270
CAVEMAN SUBSTATION SUMMARY REVIEW PLAT AS FILED IN CABINET 8, SLIDE 172 IN THE OFFICE OF THE COUNTY CLERK OF EDDY COUNTY NEW MEXICO, BEING A 7.00 ACRE TRACT OF LAND OUT OF SECTION 26, TOWNSHIP 21 SOUTH, RANGE 26 EAST, OF THE NEW MEXICO PRINCIPAL MERIDIAN, EDDY COUNTY, NEW MEXICO, FURTHER BEING OUT OF A TRACT OF LAND DESCRIBED IN THAT CERTAIN INSTRUMENT RECORDED IN BOOK 1122, PAGE 848, AS FILED IN THE OFFICE OF THE COUNTY CLERK OF EDDY COUNTY, NEW MEXICO SAID TRACT OF LAND HAVING BEEN SURVEYED ON THE GROUND BY FURMAN LAND SURVEYORS, INC. AND BEING DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
(BEARINGS AND DISTANCES ARE GRID UTM COORDINATE SYSTEM-ZONE 13N, NAD (1983) USING GPS RELATIVE POSITIONING TECHNIQUES BASED ON AN OPUS ON MARCH 8, 2021. COMBINED SCALE FACTOR = 0.99951399)
BEGINNING AT A 1/2 INCH IRON ROD WITH CAP STAMPED “PS 15701 PS 25645” SET IN THE NORTH LINE OF SAID SECTION 26 FOR THE NORTHEAST CORNER OF THIS TRACT OF LAND FROM WHENCE A BRASS GLO MONUMENT FOUND AND ACCEPTED FOR THE NORTH QUARTER CORNER OF SAID SECTION 26 BEARS S. 89° 02’ 19” W. (BASE LINE) 1280.00 FEET, ALSO FROM WHENCE A 1/2 INCH IRON ROD FOUND FOR THE NORTHEAST CORNER OF SAID TRACT OF LAND DESCRIBED IN BOOK 1122, PAGE 849 SAME BEING THE NORTHWEST CORNER OF A TRACT OF LAND DESCRIBED IN THAT CERTAIN INSTRUMENT RECORDED IN BOOK 1121, PAGE 82, AS FILED IN THE OFFICE OF THE COUNTY CLERK OF EDDY COUNTY, NEW MEXICO BEARS N. 89° 02’ 19” E. 61.07 FEET;
THENCE S. 08° 06’ 32” W. 200.51 FEET TO A 1/2 INCH IRON ROD WITH CAP STAMPED “PS 15701 PS 25645” SET; THENCE S. 08° 36’ 08” W. 310.72 FEET TO A 1/2 INCH IRON ROD WITH CAP STAMPED “PS 15701 PS 25645” SET;
THENCE S. 18° 25’ 08” W. 122.19 FEET TO A 1/2 INCH IRON ROD WITH CAP STAMPED “PS 15701 PS 25645” SET BEING THE SOUTHEAST CORNER OF THIS TRACT OF LAND;
THENCE N. 80° 57’ 48” W. 235.84 FEET TO A CORNER FENCE POST;
THENCE S. 88° 39’ 25” W. 210.59 FEET TO A 1/2 INCH IRON ROD WITH CAP STAMPED “PS 15701 PS 25645” SET BEING THE SOUTHWEST CORNER OF THIS TRACT OF LAND;
THENCE N. 00° 58’ 23” W. 580.14 FEET TO A 1/2 INCH IRON ROD WITH CAP STAMPED “PS 15701 PS 25645” SET IN THE NORTH LINE OF SAID SECTION 26 AND BEING THE NORTHWEST CORNER OF THIS TRACT OF LAND;
THENCE N. 89° 02’ 19” E. 566. 74 FEET ALONG THE NORTH LINE OF SAID SECTION 26 TO THE PLACE OF BEGINNING.
REFERENCE TO ACREAGE IS FOR INFORMATIONAL PURPOSES ONLY
ACCESS ROAD DESCRIPTION
Schedule C-7
AN EASEMENT BEING OUT OF SECTION 26, TOWNSHIP 21 SOUTH, RANGE 26 EAST, OF THE NEW MEXICO PRINCIPAL MERIDIAN, EDDY COUNTY, NEW MEXICO, SAID EASEMENT HAVING BEEN SURVEYED ON THE GROUND BY FURMAN LAND SURVEYORS, INC. AND BEING DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
(BEARINGS AND DISTANCES ARE GRID UTM COORDINATE SYSTEM-ZONE 13N, NAD (1983) USING GPS RELATIVE POSITIONING TECHNIQUES BASED ON AN OPUS ON MARCH 8, 2021.
COMBINED SCALE FACTOR = O.99951399)
COMMENCING AT A 1/2 INCH IRON ROD FOUND FOR THE NORTHEAST CORNER OF A TRACT OF LAND DESCRIBED IN THAT CERTAIN INSTRUMENT RECORDED IN BOOK 1122, PAGE 849, AS FILED IN THE OFFICE OF THE COUNTY CLERK OF EDDY COUNTY, NEW MEXICO SAID TRACT OF LAND DESCRIBED IN BOOK 1122, PAGE 849 SAME BEING THE NORTHWEST CORNER OF A TRACT OF LAND DESCRIBED IN THAT CERTAIN INSTRUMENT RECORDED IN BOOK 1121, PAGE 82, AS FILED IN THE OFFICE OF THE COUNTY CLERK OF EDDY COUNTY, NEW MEXICO. WHENCE A BRASS GLO MONUMENT FOUND AND ACCEPTED FOR THE NORTHEAST CORNER OF SAID SECTION 26 BEARS N. 89° 02’ 19E. (BASE LINE) 1341.41 FEET;
THENCE S. 00° 29’ 41”E. 944.59 FEET ALONG THE EAST LINE OF SAID TRACT OF LAND DESCRIBED IN BOOK 1122, PAGE 849 SAME BEING THE WEST LINE OF SAID TRACT OF LAND DESCRIBED IN BOOK 1121, PAGE 82 TO A POINT FOR THE BEGINNING CORNER OF THIS EASEMENT;
THENCE S. 00° 29’ 41”E. 50.02 FEET ALONG THE EAST LINE OF SAID TRACT OF LAND DESCRIBED IN BOOK 1122, PAGE 849 SAME BEING THE WEST LINE OF SAID TRACT OF LAND DESCRIBED IN BOOK 1121, PAGE 82 TO A POINT;
THENCE N. 88° 42’ 20”W. 614.32 FEET TO A POINT;
THENCE N. 05° 24’ 49”E. 393.02 FEET TO A POINT BEING IN THE SOUTHERLY LINE OF A 7.00± ACRE TRACT OF LAND (SIMULTANEOUSLY SURVEYED);
THENCE N. 88° 39’ 25”E. 50.35 FEET TO ALONG THE SOUTHERLY LINE OF SAID 7.0O± ACRE TRACT OF LAND (SIMULTANEOUSLY SURVEYED) TO A POINT;
THENCE S. 05° 24’ 49”W. 312.19 FEET TO A POINT;
THENCE S. 43° 42’ 47”E. 46.60 FEET TO A POINT;
THENCE S. 88° 42’ 20“E. 523.70 FEET TO THE POINT OF BEGINNING.
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Schedule C-8
