Supplemental Trust Indenture, made effective as of the 1st day of May, 2016, by and between NORTHERN STATES POWER COMPANY (formerly Northern Power Corporation), a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota, having its principal office in the City of Minneapolis, Minnesota (the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under and by virtue of the laws of the United States, having a corporate trust office in the City of Chicago, Illinois (as successor trustee to Harris Trust and Savings Bank and BNY Midwest Trust Company), as trustee (the “Trustee”), party of the second part;

WITNESSETH:

WHEREAS, a predecessor in interest to the Company, Xcel Energy Inc. (formerly Northern States Power Company), a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota (the “Predecessor Company”) has heretofore executed and delivered to the Trustee its Trust Indenture (the “1937 Indenture”), made as of February 1, 1937, whereby the Predecessor Company granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed to the Trustee and to its respective successors in trust, all property, real, personal and mixed then-owned or thereafter acquired or to be acquired by the Predecessor Company (except as therein excepted from the lien thereof) and subject to the rights reserved by the Predecessor Company in and by the provisions of the 1937 Indenture, to be held by said Trustee in trust in accordance with the provisions of the 1937 Indenture for the equal pro rata benefit and security of all and each of the bonds issued and to be issued thereunder in accordance with the provisions thereof; and

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

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

WHEREAS, on August 18, 2000, New Centuries Energies, Inc. was merged with and into the Predecessor Company and the Predecessor Company changed its corporate name from Northern States Power Company to Xcel Energy Inc.; and

WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of August 18, 2000 between the Predecessor Company and the Company, substantially all the assets of the Predecessor Company (other than the stock of the Predecessor Company’s subsidiaries) were conveyed to, and substantially all the liabilities of the Predecessor Company, including liabilities created under the Indenture (as hereinafter defined), were assumed by, the Company (the “Assignment”); and

WHEREAS, pursuant to the Supplemental Trust Indenture dated as of August 1, 2000 among the Predecessor Company, the Company and Harris Trust and Savings Bank, as trustee, the requirements and conditions precedent set forth in the Original Indenture and the Restated Indenture (each as hereinafter defined) with respect to the Assignment were satisfied; and

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

WHEREAS, the 1937 Indenture and all of the foregoing Supplemental Trust Indentures are referred to herein collectively as the “Original Indenture”; and

WHEREAS, the Predecessor Company heretofore has executed and delivered to the Trustee a Supplemental and Restated Trust Indenture, dated May 1, 1988 which was recorded in the property records in various counties as set forth in Schedule B attached hereto (the “Restated Indenture”), which, in addition to conveying, assigning, transferring, mortgaging, pledging, setting over and confirming to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the preparation of the next preceding Supplemental Trust Indenture, amended and restated the Original Indenture (except for those Supplemental Trust Indentures executed after May 1, 1988); and

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

WHEREAS, the Original Indenture, the Restated Indenture and all trust indentures supplemental thereto are referred to herein collectively as the “Indenture”; and

WHEREAS, pursuant to the Agreement of Resignation, Appointment and Acceptance dated as of May 1, 2002 among the Company, BNY Midwest Trust Company, as successor trustee, and Harris Trust and Savings Bank, BNY Midwest Trust Company accepted the rights, powers, duties and obligations of the trustee under the Indenture effective as of May 9, 2002; and

WHEREAS, pursuant to the Transfer and Assumption Agreement dated as of January 1, 2007 between BNY Midwest Trust Company and The Bank of New York Trust Company, N.A. (currently known as The Bank of New York Mellon Trust Company, N.A.), The Bank of New

York Trust Company, N.A. accepted the rights, titles and interests of the trustee under the Indenture effective as of January 1, 2007; and

WHEREAS, the Indenture provides that bonds may be issued thereunder in one or more series, each series to have such distinctive designation as the Board of Directors of the Company may select for such series; and

WHEREAS, the Company is desirous of providing for the creation of a new series of First Mortgage Bonds, said new series of bonds to be designated “First Mortgage Bonds, Series due May 15, 2046” the bonds of such series to be issued as registered bonds without coupons in denominations of a multiple of $1,000 and integral multiples in excess thereof, and the bonds of such series to be substantially in the form and of the tenor following with the redemption prices inserted therein in conformity with the provisions of Section 2.02 hereof, to-wit:

(Form of Bonds of Series due May 15, 2046)

NORTHERN STATES POWER COMPANY
(Incorporated under the laws of the State of Minnesota)

First Mortgage Bond
Series due May 15, 2046

[Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation, to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of The Depository Trust Company (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] ^*  

NORTHERN STATES POWER COMPANY, a corporation organized and existing under the laws of the State of Minnesota (the “Company”), for value received, hereby promises to pay to Cede & Co. or its registered assigns, at the office of the Trustee, in the City of Chicago, Illinois, or, at the option of the registered owner, at the agency of the Company in the Borough of Manhattan, City and State of New York, an amount equal to [_____________] Dollars in lawful money of the United States of America, on the 15 ^th day of May, 2046 and to pay interest hereon from the date hereof at the rate of 3.600 percent per annum, in like money, until the Company’s obligation with respect to the payment of such principal sum shall be discharged; said interest being payable at the option of the person entitled to such interest either at the office of the Trustee, in Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York, on the 15 ^th day of May and on the 15 ^th day of November in each year, commencing on November 15, 2016 provided that as long as there is no existing default in the payment of interest and except for the payment of defaulted interest, the interest payable on any May 15 or November 15 will be paid to the person in whose name this bond was registered at the close of business on the record date (the May 1 prior to such May 15 or the November 1 prior to such November 15 (whether or not a business day)). If any interest payment date or date on which the principal of this bond is required to be paid is not a business day, then payment of principal, premium or interest need not be made on such date but may be made on the next succeeding business day with the same force and effect as if made on such interest payment date or date on which the principal of this bond is required to be paid and, in the case of timely payment thereof, no interest shall accrue for the period from and after such interest payment date or the date on which the principal of this bond is required to be paid. The term “business day” shall mean any day other than a Saturday or Sunday or a day on which the offices of the Trustee in the City of Chicago, Illinois, are closed pursuant to authorization of law.

____________________

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

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

This bond is one of a duly authorized issue of bonds of the Company, of the series and designation indicated on the face hereof, which issue of bonds consists, or may consist, of several series of varying denominations, dates and tenor, all issued and to be issued under and equally secured (except insofar as a sinking fund, or similar fund, established in accordance with the provisions of the Indenture may afford additional security for the bonds of any specific series) by a Trust Indenture dated February 1, 1937 (the “1937 Indenture”), as supplemented by 65 supplemental trust indentures (collectively, the “Supplemental Indentures”), a Supplemental and Restated Trust Indenture dated May 1, 1988 (the “Restated Indenture”) and a new supplemental trust indenture for the bonds of this series (the “Supplemental Trust Indenture”), executed by the Company to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor trustee to Harris Trust and Savings Bank and BNY Midwest Trust Company), as trustee (the “Trustee”). The 1937 Indenture, as supplemented by the Supplemental Indentures, the Restated Indenture and the Supplemental Trust Indenture, is referred to herein as the “Indenture.” The Restated Indenture amends and restates the 1937 Indenture and certain of the Supplemental Indentures and became effective and operative on July 20, 2005. Reference hereby is made to the Indenture for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds as to such security and the terms and conditions upon which the bonds may be issued under the Indenture and are secured. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture upon the happening of a default as provided in the Indenture.

With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture and of any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least 66 2/3% in principal amount of the bonds then outstanding under the Indenture and any instruments supplemental thereto (excluding bonds challenged and disqualified from voting by reason of the Company’s interest therein as provided in the Indenture); provided that without the consent of all holders of all bonds affected no such modification or alteration shall permit the extension of the maturity of the principal of any bond or the reduction in the rate of interest thereon or any other modification in the terms of payment of such principal or interest.

The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and shall not be affected by any notice to the contrary.

____________________

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

At any time prior to November 15, 2045, the Company may redeem the bonds of this series, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of this series being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the bonds of this series being redeemed that would be due if such bonds matured on November 15, 2045 (excluding the portion of any such accrued and unpaid interest to but excluding the date fixed for redemption), discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield (as defined below) plus 15 basis points, plus, in each case, accrued and unpaid interest thereon to but excluding the date fixed for redemption. At any time on or after November 15, 2045, the Company may redeem, in whole or in part, the bonds of this series at 100% of the principal amount of such bonds being redeemed plus accrued and unpaid interest thereon to but excluding the date fixed for redemption.

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the bonds of this series being redeemed (assuming, for this purpose, that the bonds of this series matured on November 15, 2045) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the bonds of this series being redeemed.

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

“Independent Investment Banker” means each of BNY Mellon Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Scotia Capital (USA) Inc., or their respective successors or, if such firms or their respective successors are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

“Primary Treasury Dealer” means any primary U.S. Government securities dealer in the United States.

“Reference Treasury Dealer” means (1) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Scotia Capital (USA) Inc. and its affiliates and successors, and a Primary Treasury Dealer selected by BNY Mellon Capital Markets, LLC, and any other Primary Treasury Dealer designated by, and not affiliated with, BNY Mellon Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Scotia Capital (USA) Inc., or their respective successors, provided, however, that if any of the foregoing or any of their respective designees ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer selected by the Company after consultation with an Independent Investment Banker.

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

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

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

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

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

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

The Company shall not be required to issue, transfer or exchange any bond of this series during a period of 10 days immediately preceding any selection of bonds of this series to be redeemed. The Company shall not be required to transfer or exchange any bond of this series

called or being called for redemption in its entirety or to transfer or exchange the called portion of a bond of this series which has been called for partial redemption.

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

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

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

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

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

and

WHEREAS, the Company is desirous of conveying, assigning, transferring, mortgaging, pledging, setting over and confirming to the Trustee and to its respective successors in trust, additional property acquired by it subsequent to the date of the preparation of the Supplemental Trust Indenture dated as of August 1, 2015; and

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

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

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

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

ARTICLE I.

SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY
TO THE LIEN OF THE INDENTURE

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

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

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

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

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

ARTICLE II.

FORM AND EXECUTION OF SERIES 2046 BONDS

SECTION 2.01. There is hereby created, for issuance under the Indenture, a series of bonds designated Series due May 15, 2046, which shall bear the descriptive title “First Mortgage Bonds, Series due May 15, 2046,” (such bonds, the “Series 2046 Bonds”) and the form thereof shall contain suitable provisions with respect to the matters hereafter specified in this Section. The Series 2046 Bonds may forthwith be executed by the Company substantially in the form set forth in the recitals, including the relevant provisions as indicated therein, and delivered to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of the Indenture and this Supplemental Trust Indenture. The Series 2046 Bonds shall initially be authenticated and delivered in the aggregate principal amount of $350,000,000. The Series 2046 Bonds may be reopened and additional bonds of said series may be issued in excess of the amount initially authenticated and delivered, provided that such additional bonds of said series will contain the same terms (including the maturity date and interest payment terms), except for the public offering price and the issue date, and, if applicable, except for the initial interest payment date and initial interest accrual date, as the other Series 2046 Bonds. Any such additional Series 2046 Bonds, together with the Series 2046 Bonds initially authenticated, shall constitute a single series for purposes of the Indenture and shall be limited to an aggregate principal amount of $800,000,000. The Series 2046 Bonds shall mature on May 15, 2046, and shall be issued as registered bonds without coupons in denominations of $1,000, and integral multiples in excess thereof. The Series 2046 Bonds shall bear interest at a rate of 3.600% per annum on the principal amount thereof payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2016, and the principal shall be payable at the office of the Trustee in the City of Chicago, Illinois, or at the option of the registered owner at the agency of the Company in the Borough of Manhattan, City and State of New York, in lawful money of the United States of America, and the interest shall be payable in like money at the option of the person entitled to such interest either at said office of the Trustee in the City of Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York. Interest on the Series 2046 Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. If any interest payment date or date on which the principal of this bond is required to be paid is not a business day, then payment of principal, premium or interest need not be made on such date but may be made on the next succeeding business day with the same force and effect as if made on such interest payment date or date on which the principal of this bond is required to be paid and, in the case of timely payment thereof, no interest shall accrue for the period from and after such interest payment date or the date on which the principal of this bond is required to be paid. The Series 2046 Bonds shall be dated as of the date of authentication thereof by the Trustee. The term “business day” shall mean any day other than a Saturday or Sunday or a day on which the offices of the Trustee in the City of Chicago, Illinois, are closed pursuant to authorization of law.

As long as there is no existing default in the payment of interest on the Series 2046 Bonds, the person in whose name any Series 2046 Bond is registered at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of any such

Series 2046 Bond subsequent to the Record Date and on or prior to such interest payment date, except as and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such Series 2046 Bond is registered on the Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice thereof shall be given to the registered holder of any Series 2046 Bond not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series 2046 Bond may be listed, and upon such notice as may be required by such exchange.

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

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

The “Special Record Date” as used in this Section 2.01 shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Series 2046 Bond and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such defaulted interest as provided in this Section 2.01. Thereupon the Trustee shall fix a Special Record Date for the payment of such defaulted interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such defaulted interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each holder of the Series 2046 Bonds, at his, her or its address as it appears in the bond register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such defaulted interest and the Special Record Date therefor having been mailed as aforesaid, such defaulted interest shall be paid to the persons in whose names the Series 2046 Bonds are registered on such Special Record Date and shall not be payable pursuant to the paragraph immediately following in this Section 2.01.

The Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series 2046 Bonds may be listed, and upon such notice as may be required by such exchange, if, after notice is given by the Company to the Trustee of the proposed payment pursuant to this Section 2.01, such payment shall be deemed practicable by the Trustee.

SECTION 2.02. At any time prior to November 15, 2045, the Company may redeem the Series 2046 Bonds, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of such Series 2046 Bonds being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Series 2046 Bonds being redeemed that would be due if such Bonds matured on November 15, 2045 (excluding the portion of any such accrued and unpaid interest to but excluding the date fixed for redemption), discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield (as defined below) plus 15 basis points, plus, in each case, accrued and unpaid interest thereon to but excluding the date fixed for redemption. At any time on or after November 15, 2045, the Company may redeem, in whole or in part, the Series 2046 Bonds at 100% of the principal amount of such Bonds being redeemed plus accrued and unpaid interest thereon to but excluding the date fixed for redemption.

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Series 2046 Bonds being redeemed (assuming, for this purpose, that the Series 2046 Bonds matured on November 15, 2045) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Series 2046 Bonds being redeemed.

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

“Independent Investment Banker” means each of BNY Mellon Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Scotia Capital (USA) Inc., or their respective successors or, if such firms or their respective successors are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

“Primary Treasury Dealer” means any primary U.S. Government securities dealer in the United States.

“Reference Treasury Dealer” means (1) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Scotia Capital (USA) Inc. and its affiliates and successors, and a Primary Treasury Dealer selected by BNY Mellon Capital Markets, LLC, and any other Primary Treasury Dealer designated by, and not affiliated with, BNY Mellon Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Scotia Capital (USA) Inc., or their respective successors, provided, however, that if any of the foregoing or any of their respective designees ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer selected by the Company after consultation with an Independent Investment Banker.

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

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

The Series 2046 Bonds are not subject to a sinking fund.

The redemption price of the Series 2046 Bonds need not be specified in any temporary bond of said series if an appropriate reference be made in said temporary bond to the provision of this Section.

For purposes of Section 10.02 of the Indenture, the redemption price to be set forth in the notice of any redemption of the Series 2046 Bonds occurring prior to November 15, 2045 may be the manner of calculation thereof. The Company shall give the Trustee notice of such redemption price promptly after the calculation thereof and the Trustee shall not be responsible for any such calculation.

SECTION 2.03. The registered owner of any Series 2046 Bond or Bonds , at his, her or its option, may surrender the same with other bonds of such series at the office of the Trustee in the City of Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York, or elsewhere if authorized by the Company, for cancellation, in exchange for other bonds of such series of higher or lower authorized denominations, but of the same aggregate principal amount, bearing interest from its date, and upon receipt of any payment required under the provisions of Section 2.04 hereof. Thereupon the Company shall execute and deliver to the Trustee and the Trustee shall authenticate and deliver such other registered bonds to such registered owner at its office or at any other place specified as aforesaid.

Notwithstanding any other provisions of the Indenture to the contrary, the Company shall not be required to issue, transfer or exchange any Series 2046 Bond of a series during a period of ten (10) days next preceding any selection of Series 2046 Bonds of such series to be redeemed. The Company shall not be required to transfer or exchange any Series 2046 Bond called or being called for redemption in its entirety or to transfer or exchange the called portion of a Series 2046 Bond which has been called for partial redemption.

SECTION 2.04. No charge shall be made by the Company for any exchange or transfer of Series 2046 Bonds other than for taxes or other governmental charges, if any, that may be imposed in relation thereto.

SECTION 2.05. The Series 2046 Bonds shall be executed on behalf of the Company by its President or one of its Vice Presidents, and its corporate seal shall be thereunto affixed, or printed, lithographed or engraved thereon, in facsimile, and attested by the signature of its Secretary or one of its Assistant Secretaries. Any such signatures may be manual or facsimile signatures and may be imprinted or otherwise reproduced. In case any of the officers who shall have signed any Series 2046 Bonds or attested the seal thereon shall cease to be such officers of the Company before the Series 2046 Bonds so signed and sealed actually shall have been authenticated by the Trustee or delivered by the Company, such Series 2046 Bonds nevertheless may be issued, authenticated and delivered with the same force and effect as though the person or persons who signed such Series 2046 Bonds and attested the seal thereon had not ceased to be such officer or officers of the Company. Any Series 2046 Bond issuable hereunder may be signed or attested on behalf of the Company by such person as at the actual date of the execution of such Series 2046 Bond shall be the proper officer of the Company, although at the date of such Series 2046 Bond such person shall not have been an officer of the Company.

SECTION 2.06. (a)    Except as provided in subsections (c) and (g) of this Section 2.06, the registered holder of all of the Series 2046 Bonds shall be The Depository Trust Company (“DTC”) and such Series 2046 Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Payment of principal of, premium, if any, and interest on any Series 2046 Bonds registered in the name of Cede & Co. shall be made by transfer of New York Federal or equivalent immediately available funds with respect to the Series 2046 Bonds to the account of Cede & Co. on each such payment date for the Series 2046 Bonds at the address indicated for Cede & Co. in the bond register kept by the Trustee.

(b) The Series 2046 Bonds shall be initially issued in the form of one or more separate single authenticated fully registered certificates in the aggregate principal amount of all Series 2046 Bonds. Upon initial issuance, the ownership of such Series 2046 Bonds shall be registered in the bond register kept by the Trustee in the name of Cede & Co., as nominee of DTC. The Trustee and the Company may treat DTC (or its nominee) as the sole and exclusive registered holder of the Series 2046 Bonds registered in its name for the purposes of payment of the principal of, premium, if any, and interest on the Series 2046 Bonds and of giving any notice permitted or required to be given to holders under the Indenture, except as provided in subsection (g) below of this Section 2.06; and neither the Trustee nor the Company shall be affected by any notice to the contrary. Neither the Trustee nor the Company shall have any responsibility or

obligation to any of DTC’s participants (each, a “Participant”), any person claiming a beneficial ownership in the Series 2046 Bonds under or through DTC or any Participant (each, a “Beneficial Owner”) or any other person which is not shown on the bond register maintained by the Trustee as being a registered holder, with respect to (1) the accuracy of any records maintained by DTC or any Participant; (2) the payment by DTC or any Participant of any amount in respect of the principal of, premium, if any, or interest on the Series 2046 Bonds; (3) the delivery by DTC or any Participant of any notice to any Beneficial Owner which is permitted or required to be given to registered holders under the Indenture of the Series 2046 Bonds; (4) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Series 2046 Bonds; or (5) any consent given or other action taken by DTC as bondholder. The Trustee shall pay all principal of, premium, if any, and interest on the Series 2046 Bonds registered in the name of Cede & Co. only to or “upon the order of” (as that term is used in the Uniform Commercial Code as adopted in Minnesota and New York) DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Company’s obligations with respect to the principal of, premium, if any, and interest on such Series 2046 Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsections (c) and (g) below of this Section 2.06, no person other than DTC shall receive authenticated bond certificates evidencing the obligation of the Company to make payments of principal of and interest on the Series 2046 Bonds. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of the Indenture with respect to transfers of bonds, the word “Cede & Co.” in this Supplemental Trust Indenture shall refer to such new nominee of DTC.

(c) If the Company in its discretion determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates for the Series 2046 Bonds or there shall have occurred and be continuing a Completed Default with respect to the Series 2046 Bonds, the Company shall notify DTC and the Trustee, whereupon DTC will notify the Participants of the availability through DTC of bond certificates for Series 2046 Bonds. In such event, the Trustee shall issue, transfer and exchange bond certificates as requested by DTC in appropriate amounts pursuant to Article II of the Restated Indenture and Section 2.03 of this Supplemental Trust Indenture. The Company shall pay all costs in connection with the production of bond certificates if the Company makes such a determination under this Section 2.06(c). DTC may determine to discontinue providing its services with respect to a series of the Series 2046 Bonds at any time by giving written notice to the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor book-entry depository), the Company and the Trustee shall be obligated (at the sole cost and expense of the Company) to deliver bond certificates for the Series 2046 Bonds as described in this Supplemental Trust Indenture. If bond certificates are issued, the provisions of the Indenture shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of, premium, if any, and interest on such certificates. Whenever DTC requests the Company and the Trustee to do so, the Company will direct the Trustee (at the sole cost and expense of the Company) to cooperate with DTC in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Series 2046 Bonds to any Participant or (ii) to arrange for another book-entry depository to maintain custody of certificates evidencing the Series 2046

Bonds registered in the name of such depository or its nominee. Any successor book-entry depository must be a clearing agency registered with the Securities and Exchange Commission pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, and must enter into an agreement with the Company and the Trustee agreeing to act as the depository and clearing agency for the Series 2046 Bonds (except as provided in subsection (g) below of this Section 2.06). After such agreement has become effective, DTC shall present the Series 2046 Bonds for registration of transfer in accordance with Section 2.12 of the Restated Indenture, and the Trustee shall register them in the name of the successor book-entry depository or its nominee and all references thereafter to DTC shall be to such successor book-entry depository. If a successor book-entry depository has not accepted such position before the effective date of DTC’s termination of its services, the book-entry system shall automatically terminate and may not be reinstated without the consent of all registered holders of the Series 2046 Bonds.

(d) Notwithstanding any other provision of this Supplemental Trust Indenture to the contrary, so long as any Series 2046 Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of, premium, if any, and interest on such Series 2046 Bonds and all notices with respect to such Series 2046 Bonds shall be made and given, respectively, to DTC as provided in the blanket representation letter between DTC and the Company. The Trustee is hereby authorized and directed to comply with all terms of the representation letter to the extent applicable to the Trustee.

(e) In connection with any notice or other communication to be provided pursuant to the Indenture for the Series 2046 Bonds by the Company or the Trustee with respect to any consent or other action to be taken by the registered holders of the Series 2046 Bonds, the Company or the Trustee, as the case may be, shall seek to establish a record date to the extent permitted by the Indenture for such consent or other action and give DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. Such notice to DTC shall be given only when DTC is the sole registered holder.

(f) NEITHER THE COMPANY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2046 BONDS; (3) THE DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO REGISTERED HOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE SERIES 2046 BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS A REGISTERED HOLDER.

SO LONG AS CEDE & CO. IS THE REGISTERED HOLDER OF THE SERIES 2046 BONDS AS NOMINEE OF DTC, REFERENCES HEREIN TO REGISTERED HOLDERS OF

THE SERIES 2046 BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2046 BONDS NOR THE PARTICIPANTS.

(g) The Company, in its sole discretion, may terminate the services of DTC with respect to the Series 2046 Bonds if the Company determines that: (i) DTC (x) is unable to discharge its responsibilities with respect to Series 2046 Bonds or (y) at any time ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended; or (ii) there shall have occurred and be continuing a Completed Default with respect to either series of Series 2046 Bonds. The Company, in its sole discretion and subject to DTC’s procedures, may terminate the services of DTC with respect to Series 2046 Bonds if the Company determines that a continuation of the requirement that all of the outstanding Series 2046 Bonds be registered with the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC, is not in the best interest of the Beneficial Owners of the Series 2046 Bonds. After such event and if no substitute book-entry depository is appointed by the Company, the bond certificates for the Series 2046 Bonds will be delivered as described in the Indenture.

(h) Upon the termination of the services of DTC with respect to the Series 2046 Bonds pursuant to subsections (c) or (g) of this Section 2.06 after which no substitute book-entry depository is appointed, the Series 2046 Bonds shall be registered in whatever name or names holders transferring or exchanging Series 2046 Bonds shall designate in accordance with the provisions of the Indenture.

ARTICLE III.

APPOINTMENT OF AUTHENTICATING AGENT

SECTION 3.01. The Trustee shall, if requested in writing so to do by the Company, promptly appoint an agent or agents of the Trustee who shall have authority to authenticate registered Series 2046 Bonds in the name and on behalf of the Trustee. Such appointment by the Trustee shall be evidenced by a certificate of a vice-president of the Trustee delivered to the Company prior to the effectiveness of such appointment.

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

(b) Any corporation, trust company or banking association into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation, trust company or banking association resulting from any merger, conversion or consolidation to which any authenticating agent shall be a party, or any corporation, trust

company or banking association succeeding to the corporate agency business of any authenticating agent, shall continue to be the authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or the authenticating agent.

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

(d) The Company agrees to pay to any authenticating agent, appointed in accordance with the provisions of Section 3.01 and this Section 3.02, reasonable compensation for its services.

SECTION 3.03. If an appointment is made pursuant to this Article III, the registered Series 2046 Bonds shall have endorsed thereon, in addition to the Trustee’s Certificate, an alternate Trustee’s Certificate in the following form:

(Form of Trustee’s Certificate)

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

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

By:

Authenticating Agent

By:

Authorized Officer

Dated:     

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

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

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

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

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

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

ARTICLE V.
MISCELLANEOUS

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

Indenture by virtue hereof (except the Trustee’s certificate) and the Trustee shall incur no responsibility in respect of such matters.

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

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

(b) In case any one or more of the provisions contained in this Supplemental Trust Indenture or in the bonds issued hereunder shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected, impaired, prejudiced or disturbed thereby.

SECTION 5.04. Wherever in this Supplemental Trust Indenture the word “Indenture” is used without the prefix “1937,” “Original,” “Restated,” or “Supplemental,” such word was used intentionally to include in its meaning both the 1937 Indenture, as amended and restated by the Restated Indenture, and all indentures supplemental thereto.

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

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

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

The total aggregate amount of obligations to be issued forthwith under this Supplemental Trust Indenture shall not exceed $350,000,000.

IN WITNESS WHEREOF, on this 23 ^rd day of May, A.D. 2016, NORTHERN STATES POWER COMPANY, a Minnesota corporation, party of the first part, has caused its corporate name and seal to be hereunto affixed and this Supplemental Trust Indenture effective May 1, 2016, to be signed by its President or a Vice President, and attested by its Secretary or an Assistant Secretary, for and in its behalf, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor trustee to Harris Trust and Savings Bank and BNY Midwest Trust Company), a national banking association, as Trustee, party of the second part, to evidence its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this Supplemental Trust Indenture effective May 1, 2016, to be signed by its President, a Vice President or an Assistant Vice President.

NORTHERN STATES POWER COMPANY

/s/ Brian J. Van Abel                                           

By: Brian J. Van Abel

Its: Vice President and Treasurer

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

/s/ R. Tarnas                                                       

By: R. Tarnas

Its: Vice President

 

This instrument was acknowledged before me on May 23, 2016 by Brian J. Van Abel as Vice President and Treasurer, and Tara M. Heine, as Assistant Secretary, of Northern States Power Company, a Minnesota corporation, on behalf of the corporation.

 

 

 

 

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

/s/ R. Tarnas                                                         

 R. Tarnas

 

On this 23 ^rd day of May, A.D. 2016, before me, Colleen Sketch, a Notary Public in and for said County in the State aforesaid, personally appeared Richard Tarnas to me personally known, and to me known to be a Vice President of The Bank of New York Mellon Trust Company, N.A., the national banking association described in and which executed the within and foregoing instrument, and who, being by me severally duly sworn, did say that Richard Tarnas is a Vice President of The Bank of New York Mellon Trust Company, N.A., the national banking association; and that said instrument was executed on behalf of said association by authority of its board of directors; and said Richard Tarnas acknowledged said instrument to be the free act and deed of said association and that such association executed the same.

WITNESS my hand and notarial seal, this 23 ^rd day of May, A.D. 2016.

SCHEDULE A

The property referred to in Article I of the foregoing Supplemental Trust Indenture from Northern States Power Company to the Bank of New York Mellon Trust Company N.A. as successor trustee to Harris Trust and Savings Bank, Effective as of May 1, 2016, includes the following property hereafter more specifically described. Such description, however, is not intended to limit or impair the scope or intention of the general description contained in the granting clause or elsewhere in the Indenture.

Lake Bavaria Substation

Parcel A:

That part of Outlot A, Summit Place, located in the Northeast Quarter of the Northwest Quarter, Section 25, Township 116 North, Range 24 West, and lying easterly of the easterly right of way line of County State Highway No. 11, Carver County, Minnesota.

And

Parcel B:

The north 75.00 feet of that part of the North Half of the Southeast Quarter of the Northwest Quarter, Section 25, Township 116 North, Range 24 West, lying easterly of the easterly right of way line of County State Highway No. 11, Carver County, Minnesota.

And

Parcel C:

That part of the North 909.87 feet of the Northeast Quarter of the Northwest Quarter of Section 25, Township 116 North, Range 24 West, Carver County, Minnesota, which lies easterly of the easterly right of way line of County Highway 11, as defined by Final Certificate Document No. 310639 except for the North 300.00 feet thereof, which lies south of the following described line:

Commencing at the northeast corner of the Northeast Quarter of the Northwest Quarter of Section 25, Township 116 North, Range 24 West; thence South 00 degrees 26 minutes 00 seconds West 756.39 feet along the east line of said Northeast Quarter of the Northwest Quarter of Section 25 to the point of beginning of the line to be described; thence North 87 degrees 58 minutes 22 seconds West 193.85 feet to the easterly right of way line of C.S.A.H. No. 11 and said line there terminating.

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

Hampton Substation

Tract A:

The South 491.80 feet of the East Half of the Northeast Quarter of Section 32, Township 114 North, Range 18 West, Dakota County, Minnesota, less the West 378.00 feet thereof, which lies west of the west right of way line of Trunk Highway No. 52. Containing 9.53 acres.

Tract B:

That part of the South 563.50 feet of the East Half of the Northeast Quarter of Section 32, Township 114 North, Range 18 West, Dakota County, Minnesota, less the South 491.80 feet lying east of the West 378.00 feet thereof, which lies west of the west right of way line of Trunk Highway No. 52, and lies easterly of the following described line:

Commencing at the southeast corner of said East Half of the Northeast Quarter of Section 32, Township 114 North, Range 18 West, Dakota County, Minnesota; thence South 89 degrees 56 minutes 17 seconds West, along the south line of said East Half of the Northeast Quarter, 1304.43 feet to the point of beginning of the line to be described; thence North 00 degrees 35 minutes 13 seconds West, 1496.51 feet; thence South 89 degrees 53 minutes 22 seconds West, 2.80 feet to the west line of said East Half of the Northeast Quarter and said line there terminating. Containing 6.11 acres.

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

Pleasant Valley Wind Farm

TRACT 1:

M & L Farms, a Minnesota partnership 

FA: 411799-234

PN: 12-032-0600 (NE/4 & N/2 SE/4)

PN: 12-032-0500 (SW/4 SE/4)

PID: 246     

Easements as created by that certain Wind Energy Easement Agreement dated March 28, 2014, by and between M & L Farms, a Minnesota partnership, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 5, 2014, as Document No. 205713, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The Southwest Quarter of the Southeast Quarter (SW 1/4 SE 1/4), the Northeast Quarter (NE 1/4), and the North One-half of the Southeast Quarter (N 1/2 of SE 1/4) all in Section Thirty-two (32), Township One Hundred Five (105) North, Range Seventeen (17) West of the 5th P.M., Dodge County, Minnesota.

TRACT 2: - Intentionally deleted     

TRACT 3:

Karen J. Conzemius 

FA: 411799-384

PN: 12-034-0601

PID: 3525

Easements as created by that certain Wind Energy Easement Agreement dated January 7, 2014, by and between Karen J. Conzemius and George R. Conzemius, a married couple, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 17, 2014, as Document No. T 3083, in the records

of the Dodge County Registrar of Titles, State of Minnesota,, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The Northwest Quarter (NW1/4) of Section Thirty-four (34) in Township One Hundred Five (105) North, Range Seventeen (17) West,

Excepting tract described as follows:

Commencing at the Southwest corner of said Northwest Quarter;

thence South 89 degrees 51 minutes East 75.00 feet along the South line of said Northwest Quarter to the East right-of-way line of State Highway Number 56 and the point of beginning of the tract to be described;

thence South 89 degrees 51 minutes East 419.86 feet along the said South line of said Northwest Quarter to the Westerly right of way line of Chicago Great Western Railway;

thence North 35 degrees 09 minutes West 364.90 feet;

thence North 76 degrees 31 minutes West 215.70 feet to the said East right of way line of said State Highway Number 56;

thence due South 347.65 feet along said East right of way line of said State Highway Number 56 to the point of beginning.

Also Except that part of the Northeast Quarter of the Northwest Quarter of said Section 34, Township 105 North, Range 17 West, and of the abandoned Chicago and Great Western Railroad right of way described as follows:

Commencing at the Northwest corner of the Northwest Quarter of said Section 34;

thence Easterly on an azimuth measured to the right from an assumed North of 90 degrees 00 minutes 00 seconds along the Northerly line of said Northwest Quarter 1735.23 feet to the point of beginning.

thence continuing Easterly 90 degrees 00 minutes 00 seconds azimuth along said Northerly line 141.35 feet;

thence Southerly 180 degrees 00 minutes 00 seconds azimuth 832.75 feet;

thence Westerly 269 degrees 42 minutes 29 seconds azimuth 314.65 feet;

thence Southwesterly 243 degrees 41 minutes 09 seconds azimuth 174.64 feet to the centerline of an unnamed branch of the Cedar River;

thence Northwesterly 333 degrees 41 minutes 09 seconds azimuth along said centerline 35.94 feet;

thence Northwesterly 303 degrees 08 minutes 04 seconds azimuth along said centerline 64.18 feet;

thence Northeasterly 25 degrees 19 minutes 09 seconds azimuth 934.21 feet to the point of beginning.

All that part of the part of the Southwest Quarter (SW1/4) lying West of the right of way of the Chicago Great Western Railway in Section Thirty-four (34) in Township One Hundred Five (105) North, Range Seventeen (17) West,

Excepting tract described as follows:

Commencing at the Northwest corner of said Southwest Quarter;

thence South 89 degrees 51 minutes East 75.00 feet along the North line of said Southwest Quarter to the East right of way line of State Highway Number 56 and the point of beginning of the tract to be described;

thence South 89 degrees 51 minutes East 419.86 feet along said North line of said Southwest Quarter to the Westerly right-of-way line of the Chicago Great Western Railway;

thence South 25 degrees 12 seconds West 985.85 feet along said Westerly right-of-way line of said Chicago Great Western Railway to the said East right-of-way line of said State Highway Number 56;

thence due North 893.13 feet along said East right of way line of said State Highway Number 56 to the point of beginning.

Except tract of 0.53 acre in the Northwest Quarter of Section 34, Township 105, Range 17 described in Document No. 914.

Except that part of the Northwest Quarter of the Northwest Quarter of Section 34, Township 105 North, Range 17 West, described as follows:

Commencing at the Northwest corner of the Northwest Quarter of said Section 34;

thence South 00 degrees 00 minutes 00 seconds West, assumed bearing, along the West line of said Northwest Quarter, 664.00 feet for a point of beginning;

thence North 90 degrees 00 minutes 00 seconds East, 752.00 feet;

thence South 00 degrees 00 minutes 00 seconds West, 333.85 feet;

thence South 90 degrees 00 minutes 00 seconds West, 413.00 feet;

thence South 00 degrees 00 minutes 00 seconds West, 37.10 feet;

thence North 86 degrees 27 minutes 50 seconds West, 339.65 feet to the West line of said Northwest Quarter;

thence North 00 degrees 00 minutes 00 seconds East, along said West line, 350.00 feet to the point of beginning.

Except the West Half of the West Half of the Northwest Quarter (W1/2 W1/2 NW1/4) of Section Thirty-four (34) in Township One Hundred Five (105) North, Range Seventeen (17) West,

And Also Except that part of the Northwest Quarter of Section 34, Township 105 North, Range 17 West, Dodge County, Minnesota described as follows:

Beginning at the Northeast corner of the Northwest Quarter of said Section 34;

thence South 00 degrees 01 minutes 49 seconds East (Note: All bearings are in relationship with the Dodge County coordinate System NAD 83, Adjusted 1996) along the East line of said Northwest Quarter, 470.00 feet;

thence South 68 degrees 57 minutes 09 seconds West, 132.25 feet;

thence South 49 degrees 32 minutes 39 seconds West, 134.42 feet;

thence South 02 degrees 24 minutes 16 seconds East, 455.27 feet;

thence North 89 degrees 55 minutes 07 seconds West, 1056.62 feet;

thence North 00 degrees 04 minutes 53 seconds East, 148.34 feet to the Southerly line of a previously described parcel;

thence North 63 degrees 46 minutes 41 seconds East, along said previously described parcel, 174.64 feet;

thence North 89 degrees 48 minutes 01 seconds East, along said parcel, 314.65 feet to the Southeast corner thereof;

thence South 88 degrees 39 minutes 23 seconds East, 50.33 feet;

thence North 50 degrees 25 minutes 57 seconds East, 312.99 feet;

thence North 49 degrees 11 minutes 56 seconds East, 214.70 feet;

thence North 50 degrees 38 minutes 33 seconds East, 130.49 feet;

thence North 51 degrees 41 minutes 30 seconds East, 267.72 feet;

thence North 00 degrees 01 minutes 49 seconds West, 244.33 feet to the North line of said Northwest Quarter;

thence South 89 degrees 54 minutes 28 seconds East, along said North line, 26.50 feet to the point of beginning.

Dodge County, Minnesota.

Torrens Property

Torrens Certificate No. 341

TRACT 4:

DBTMK Limited partnership

FA: 411799-236

PN: 12-034-0400

PID: 3285     

Easements as created by that certain Wind Energy Easement Agreement dated March 3, 2014, by and between DBTMK limited Partnership, a Minnesota limited partnership, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 15, 2014, as Document No. 205846, in the records of Dodge County Recorder, State of Minnesota, and on May 15, 2014 as Document No. T 3088, in the records of the Dodge County Registrar of Titles, State of Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

All that part of the Southwest Quarter (SW 1/4) of Section 34, Township 105 North, Range 17 West, lying East of the right of way of the Chicago Great Western Railroad as the same is now located; EXCEPT the following described tracts:

Commencing at the southwest corner of the Southwest Quarter of the Southwest Quarter, Section 34, Township 105, Range 17, thence North 13 1/3 rods, thence East 12 rods, thence South 13 1/3 rods, thence West 12 rods to the place of beginning;

AND

Commencing at the southwest corner of the said Southwest Quarter, thence North along the West section line of said Section 34, a distance of 80 rods to the point of beginning, thence East a distance of 5 chains, 57 links; thence North a distance of 6 chains, 47 links; thence West to the West section line of said Section 34, a distance of 5 chains, 57 links; thence South along said West section line to the point of beginning, excepting all that portion thereof lying West of the right of way of the Chicago Great Western Railroad and also except the right of way of said railroad and highway right of way.

(Torrens property; Certificate of Title Volume 3, Page 19)

TRACT 5:

Hazel C. Steward

FA: 411799-079

PN: 12-034-0900

PID: 3287     

Easements as created by that certain Wind Energy Easement Agreement dated December 12, 2013, by and between Hazel C. Steward and Eugene Steward, wife and husband, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205189, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The West One-half of the Northeast Quarter (W 1/2 of NE 1/4) and the West One-half of the Southeast Quarter (W 1/2 of SE 1/4) of Section Thirty-four (34), Township One Hundred Five (105) North, Range Seventeen (17) West of the 5th P.M., Dodge County, Minnesota.

TRACT 6:

Thomas S. Anderson

FA: 411799-427

PN: 12-034-0300

PID: 3522     

Easements as created by that certain Wind Energy Easement Agreement dated January 29, 2014, by and between Thomas S. Anderson, a single person, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 15, 2014, as Document No. 205843, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The East Half of the Northeast Quarter lying West of the railroad, Except the North 986 feet thereof, being located in Section Thirty-four (34), Township One Hundred Five (105)

North, Range Seventeen (17) West of the 5th P.M., Dodge County, Minnesota.

TRACT 7:

Karen B. Thoen, as to an undivided ½ interest

And

Shirley A. Thoen, as to an undivided ½ interest

FA: 411799-083

PN: 12-034-1000

PID: 3286

Easements as created by that certain Wind Energy Easement Agreement dated March 28, 2014, by and between Karen B. Thoen and Mark E. Thoen, wife and husband, as to an undivided one half interest, and Shirley A. Thoen and Linn D. Thoen, wife and husband, as to an undivided one half interest, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 5, 2014, as Document No. 205715 in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The East One-half of the Southeast One Quarter (E½SE¼) of Section Thirty-Four (34), Township One Hundred Five North (105N), Range Seventeen (17) West, Dodge County, Minnesota.

TRACT 8: - Intentionally deleted

TRACT 9:

Janet L. Christenson, Trustee of the Janet L. Christenson Family Trust, dated January 11, 1994, as amended a one-half (1/2) undivided interest;

And

Janet L. Christenson, as Trustee of the Robert L. Christenson Credit Trust created under the Robert L. Christenson Revocable Trust under agreement dated January 11, 1994, as amended, a one-half (1/2) undivided interest

FA: 411799-077

PN: 12-035-0501

PID: 237     

Easements as created by that certain Wind Energy Easement Agreement dated March 20, 2014, by and between Janet L.

Christenson, Trustee of the Janet L. Christenson Family Trust, dated January 11, 1994, as amended, as to an undivided ½ interest and Janet L. Christenson, Trustee of the Robert L. Christenson Credit Trust created under the Robert L. Christenson Revocable Trust, under agreement dated January 11, 1994, as amended, as to an undivided ½ interest, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 5, 2014, as Document No. 205703 in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The South Half (S 1/2) of Section 35, Township 105 North, Range 17 West, Dodge County, Minnesota; EXCEPT the following described parcel:

That part of the South Half of the Southwest Quarter (S 1/2 of SW 1/4) of Section 35, Township 105 North, Range 17 West, Dodge County, Minnesota, described as follows: Commencing at the southwest corner of said Southwest Quarter, thence on an assumed bearing of North 90 degrees 00 minutes 00 seconds East along the south line of said Southwest Quarter 1188.10 feet to the point of beginning; thence North 00 degrees 00 minutes 00 seconds East 672.18 feet; thence South 89 degrees 31 minutes 15 seconds East 651.03 feet; thence South 00 degrees 03 minutes 26 seconds West 666.74 feet to the south line of said Southwest Quarter; thence South 90 degrees 00 minutes 00 seconds West along said south line 650.34 feet to the point of beginning.

TRACT 10:

LMN Family Farm FLP 

FA: 411799-409

PN: 16-019-0500(P1), PN: 16-030-0300(P2)

PID: 411(P1), PID: 366(P2)     

Easements as created by that certain Wind Energy Easement Agreement dated March 20, 2014, by and between LMN Family Farm Family Limited Partnership, a/k/a LMN Family Farm FLP, a Minnesota limited partnership, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 16, 2014, as Document No. 205470, in the records of Dodge County, Minnesota,

for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

Parcel 1:

The Northwest Quarter of the Northwest Quarter (NW1/4 NW1/4) of Section Nineteen (19), Township One Hundred Five (105) North of Range Sixteen (16) West; Dodge County, Minnesota.

Parcel 2:

The Northwest Quarter (NW1/4) of Section Thirty (30), Township One Hundred Five (105) North of Range Sixteen (16) West; Dodge County, Minnesota., Except that part of the Northwest Quarter of Section 30, Township 105, Range 16 described as follows:

Commencing at the Northwest corner of said Northwest Quarter;

thence East along the North line of said Northwest Quarter 615 feet;

thence South parallel with the West line of said Northwest Quarter 410 feet;

thence West parallel with the North line of said Northwest Quarter 615 feet;

thence North on the West line of said Northwest Quarter 410 feet to the point of beginning.

TRACT 11:

Karen Severson as Trustee of Calmer Severson Trust under will dated February 14, 2013, an undivided 42.7185% interest of an undivided one-half interest, and Karen Severson, individually, an undivided 7.2815% of an undivided one half interest; and Karen Severson as to an undivided one half interest.

FA: 411799-447

PN: 12-024-0300, PN: 12-024-0301

PID: 393     

Easements as created by that certain Wind Energy Easement Agreement dated December 17, 2013, by and between Calmer Severson and Karen Severson, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 16, 2014, as Document No. 205468, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The Southwest Quarter (SW1/4) of Section Twenty-four (24), Township One Hundred Five (105) North, Range Seventeen (17) West, Dodge County, Minnesota.

TRACT 12:

Leon J. Holst (married to Shirley M. Holst) and Evan A. Holst (married to LuAnn Holst), as Tenants in Common

FA: 411799-074

PN: 12-024-0100

PID: 2568

Easements as created by that certain Wind Energy Easement Agreement dated March 7, 2014, by and between Leon J. Holst and Shirley M. Holst, husband and wife, and Evan A. Holst and LuAnn Holst, husband and wife, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 26, 2014, as Document No. 205201, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The East Half of Section 24, Township 105 North, Range 17 West, Dodge County, Minnesota.

TRACT 13:

Karen Severson as Trustee of Calmer Severson Trust under will dated February 14, 2013, an undivided 42.7185%

interest of an undivided one-half interest, and Karen Severson, individually, an undivided 7.2815% of an undivided one half interest; and Karen Severson as to an undivided one half interest.

FA: 411799-071

PN: 16-019-0700

PID: 368

Easements as created by that certain Wind Energy Easement Agreement dated December 17, 2013, by and between Calmer Severson and Karen Severson, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 16, 2014, as Document No. 205468, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The West Half of the Southwest Quarter (W 1/2 of SW 1/4) and the Southwest Quarter of the Northwest Quarter (SW 1/4 of NW 1/4) of Section 19, Township 105 North, Range 16 West, Dodge County, Minnesota.

TRACT 14:

Mary C. Kooiman, Trustee of the Mary C. Kooiman Revocable Trust U/A dated April 10, 1998, as restated June 11, 2013

FA: 411799-070

PN: 16-019-0600

PID: 367

Easements as created by that certain Wind Energy Easement Agreement dated January 29, 2014, by and between Mary C. Kooiman, trustee of the March C. Kooiman Revocable trust U/A dated April 10, 1998, as restated June 11, 2013 and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205177, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The Southeast Quarter of the Northwest Quarter (SE 1/4 of NW 1/4) and the East Half of the Southwest Quarter (E 1/2 of SW 1/4) of Section 19, Township 105 North, Range 16 West, Dodge County, Minnesota.

TRACT 15:

Edward J. Robinson and Jane E. Robinson, an undivided one-half interest, as joint tenants between them, and

Mark E. Robinson, an undivided one-half interest, all as joint tenants

FA: 411799-401

PN: 16-019-0801

PID: 369     

Easements as created by that certain Wind Energy Easement Agreement dated March 24, 2014, by and between Ronald R. Greenslade and Karen L. Greenslade, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 17, 2014, as Document No. 205497, and as amended by that certain Amendment to Memorandum of Easement Agreement dated November 14, 2014, recorded November 25, 2014 as Document No. 208742, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

Parcel 1:

The West One-Half of the Southeast Quarter (W 1/2 of SE 1/4) of Section Nineteen (19), Township One Hundred Five (105) North, Range Sixteen (16) West, Dodge County, Minnesota.

EXCEPTING THEREFROM:

Commencing at the Southwest corner of the Southeast Quarter of said Section 19; thence North 89 degrees 48 minutes 43 seconds East (NOTE: All bearings are in relationship with the Dodge County Coordinate System NAD '83, Adjusted 1996), along the South line of said Southeast Quarter, 655.42 feet to the POINT

OF BEGINNING; thence North 00 degrees 11 minutes 17 seconds West, at right angles to said South line, 573.00 feet; thence North 89 degrees 48 minutes 43 seconds East, parallel with said South line, 420.00 feet; thence South 00 degrees 11 minutes 17 seconds East, 573.00 feet to said South line; thence South 89 degrees 48 minutes 43 seconds West, along said South line, 420.00 feet to the POINT OF BEGINNING. Said parcel is subject to the Township Road right of way over the Southerly side thereof.

TRACT 16:

Roger W. Ehler 

FA: 411799-397

PN: 16-019-1100(SE/4SE/4), PN: 16-020-0300(SW/4SW/4 & N/2SW/4)

PID: 371(P1), PID: 370(P2)     

Easements as created by that certain Wind Energy Easement Agreement dated November 26, 2013, by and between Roger W. Ehler and Rhoda A. Ehler, husband and wife, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205185, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The Southeast Quarter of the Southeast Quarter (SE 1/4 of SE 1/4) of Section Nineteen (19);

also the North Half of the Southwest Quarter (N 1/2 of SW 1/4) and Southwest Quarter of the Southwest Quarter (SW 1/4 of SW 1/4), Section Twenty (20), all in Township One Hundred Five (105) North of Range Sixteen (16) West; Dodge County, Minnesota.

TRACT 17:

Leslie R. Stevens and Barbara L. Stevens, husband and wife 

FA: 411799-072

PN: 16-020-0201

PID: 3171     

Easements as created by that certain Wind Energy Easement Agreement dated December 30, 2013, by and between Leslie R.

Stevens and Barbara L. Stevens, husband and wife, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205187, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The Northwest Quarter (NW 1/4) of Section 20, Township 105 North, Range 16 West, Dodge County, Minnesota; EXCEPT the following described parcel:

Commencing at the northwest corner of said Northwest Quarter; thence North 89 degrees 59 minutes 28 seconds East (Note: All bearings are in relationship with the Dodge County Coordinate System NAD '83, Adjusted 1996) along the north line of said Northwest Quarter, 1380.59 feet to the point of beginning; thence continue North 89 degrees 59 minutes 28 seconds East along said north line 646.94 feet; thence South 00 degrees 40 minutes 16 seconds West, 603.69 feet; thence South 88 degrees 47 minutes 20 seconds West, 357.50 feet; thence South 38 degrees 55 minutes 40 seconds West, 391.39 feet; thence North 03 degrees 15 minutes 22 seconds West, 570.14 feet; thence North 00 degrees 41 minutes 02 seconds West 346.38 feet to the point of beginning.

TRACT 18:

Louise M. Moser, as sole surviving Trustee of the Robert F. Moser Trust Under Agreement Dated October 17, 2013, as to an undivided one-half interest and Louise M. Moser as Trustee of the Louise M. Moser Trust Under Agreement Dated October 17, 2013, as to an undivided one-half interest

FA: 411799-407

PN: 12-025-0100(P1), PN: 16-020-0400(P2)

PID: 365(P1), PID: 3036(P2)

Easements as created by that certain Wind Energy Easement Agreement dated January 15, 2014, by and between Robert F. Moser and Louise M. Moser as Trustees of the Robert F. Moser Trust Under Agreement Dated October 17, 2013, as to an undivided one-half interest, and Louise M. Moser and Robert F. Moser as Trustees of the Louise M. Moser Trust Under agreement Dated October 17, 2013, as to an undivided one-half interest, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as

evidenced by that certain Memorandum of Easement Agreement recorded May 5, 2014, as Document No. 205711 in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

Parcel 1:

The Northeast Quarter (NE1/4) of Section Twenty-five (25), Township One Hundred Five (105) North, Range Seventeen (17) West, Dodge County, Minnesota.

Parcel 2:

The Southeast Quarter of the Southwest Quarter (SE1/4 SW1/4), and the Southeast Quarter (SE1/4) of Section Twenty (20), Township One Hundred Five (105) North, Range Sixteen (16) West, Dodge County, Minnesota, Excepting therefrom the following:

1. The Northeast Quarter of the Southeast Quarter (NE1/4 SE1/4) of Section Twenty (20), Township One Hundred Five (105) North of Range Sixteen (16) West; and

2. Commencing at the Southwest corner of the Southeast Quarter (SE1/4) of said Section Twenty 20;

thence East, assumed bearing, along the South line thereof, 471.00 feet for a point of beginning;

thence North 00 degrees 02 minutes 00 seconds West, 430.00 feet;

thence North 88 degrees 16 minutes 53 seconds East, 600.17 feet;

thence South 00 degrees 20 minutes 00 seconds East, 448.00 feet to the South line of said Southeast Quarter;

thence West, along said South line, 600.00 feet to the point of beginning.

TRACT 19:

Steven I. Boysen and Donna E. Boysen, husband and wife, as joint tenants, as to Parcel 1;

Steven I. Boysen and Donna Boysen, husband and wife, as joint tenants, as to Parcel 2. 

FA: 411799-444

PN: 12-025-0400(P1), PN: 16-029-0501(P2)

PID: 350(P1), PID: 2965(P2)

Easements as created by that certain Wind Energy Easement Agreement dated February 12, 2014, by and between, Steven I. Boysen and Donna E. Boysen, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205179, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

Parcel 1:

The South One-Half of the Southeast Quarter (S1/2 SE1/4) of Section Twenty-five (25), Township One Hundred Five (105) North, Range Seventeen (17) West, Dodge County, Minnesota.

Parcel 2:

The Southeast Quarter of the Southwest Quarter (SE1/4 SW1/4) in Section Twenty-nine (29), Township One Hundred Five (105) North, Range Sixteen (16) West, Dodge County, Minnesota, Excepting a strip of land one (1) rod wide and eighty (80) rods long on the East line of the Southeast Quarter of the Southwest Quarter of said Section;

also a strip of land one (1) rod wide and seventy-nine (79) rods long commencing in the Southwest corner of the Northeast Quarter of the Southwest Quarter of said Section 29, thence running East on the South line of said Northeast Quarter of the Southwest Quarter; all in Section 29, Township 105, Range 16.

Also Excepting therefrom: Commencing at the Southeast corner of Section 29, Township 105 North, Range 16 West; thence West assumed bearing along the South line of Section 29, Township 105, Range 16 a distance of 3156.0 feet to a point of beginning; thence West assumed bearing along the South line a distance of 435.0 feet; thence North a distance of 300.0 feet; thence East 435.0 feet; thence South 300.0 feet to the point of beginning, all located in Dodge County, Minnesota.

TRACT 20:

Steven I. Boysen and Donna E. Boysen, husband and wife, as joint tenants 

FA: 411799-443

PN: 16-030-0800

PID: 349

Easements as created by that certain Wind Energy Easement Agreement dated February 12, 2014, by and between, Steven I. Boysen and Donna E. Boysen, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205179, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The West Half of the Southeast Quarter (W1/2 SE1/4) of Section Thirty (30), Township One Hundred Five (105) North of Range Sixteen (16) West; Dodge County, Minnesota.

TRACT 21:

Raymond R. Kyllo and Darlene A. Kyllo, husband and wife, as joint tenants, as to Parcel 1

Ralph T. Kyllo (married to Wilma Kyllo); and Ralph T. Kyllo and Wilma Kyllo, husband and wife, as joint tenants, as to Parcel 2

Ralph Kyllo and Wilma Kyllo, as joint tenants, as to Parcel 3

Ralph T. Kyllo (married to Wilma Kyllo); and Ralph T. Kyllo and Wilma Kyllo, husband and wife, as joint tenants, as to Parcel 4

Ralph Kyllo and Wilma Kyllo, husband and wife, as joint tenants, as to Parcel 5

FA: 411799-082

PN: 16-032-0200(P1), 16-032-0300(P2), 16-029-0300(P3), 16-029-0400(P4 and P5)

PID: 259(P1), PID: 256(P2), PID: 255(P3, P4 and P5)

Easements as created by that certain Wind Energy Easement Agreement dated November 21, 2013, by and between Raymond R. Kyllo and Darlene A. Kyllo, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205171,

in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession, as to Parcel 1.

Easements as created by that certain Wind Energy Easement Agreement dated December 30, 2013, by and between Ralph T. Kyllo and Wilma Kyllo, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205173, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession, as to Parcels 2, 3, 4 and 5.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

PARCEL 1:

The West Half of the Northwest Quarter (W 1/2 of NW 1/4) of Section 32, Township 105 North, Range 16 West, Dodge County, Minnesota.

PARCEL 2:

The East Half of the Northwest Quarter (E 1/2 of NW 1/4) of Section 32, Township 105 North, Range 16 West, Dodge County, Minnesota.

PARCEL 3:

The Northwest Quarter of the Northwest Quarter (NW 1/4 of NW 1/4) of Section 29, Township 105 North, Range 16 West, Dodge County, Minnesota;

EXCEPTING that part of said Northwest Quarter of the Northwest Quarter (NW 1/4 of NW 1/4), described as follows: Beginning at the Northwest corner of said Northwest Quarter; thence North 90 degrees 00 minutes 00 seconds East, along the North line of said Northwest Quarter, 370.00 feet; thence South 0 degrees 00 minutes 00 seconds (for purposes of this description bearings are assumed and based on the North line of said Northwest Quarter being North 90 degrees 00 minutes 00 seconds East), 600.00 feet; thence North 90 degrees 00 minutes 00 seconds West, 366.32 feet to the West line of said Northwest

Quarter; thence North 0 degrees 21 minutes 06 seconds West, along said West line, 600.01 feet to the point of beginning.

Also Excepting therefrom that part of the Northwest Quarter of the Northwest Quarter (NW1/4 NW1/4) of Section 29, Township 105 North, Range 16 West, Dodge County, Minnesota, described as follows:

Commencing at the Northwest corner of said Northwest Quarter;

thence North 89 degrees 53 minutes 14 seconds East (Note: All bearings are in relationship with the Dodge County Coordinate System, NAD 83, Adjusted 1996), along the North line of said Northwest Quarter, 370.00 feet to the point of beginning;

thence South 00 degrees 06 minutes 46 seconds East, 600.00 feet;

thence South 89 degrees 53 minutes 14 seconds West, 366.32 feet to the West line of said Northwest Quarter;

thence South 00 degrees 27 minutes 25 seconds East , along said West line, 99.30 feet;

thence North 89 degrees 53 minutes 14 seconds East, 438.40 feet;

thence North 00 degrees 06 minutes 46 seconds West, 699.30 feet to the North line of said Northwest Quarter;

thence South 89 degrees 53 minutes 14 seconds West, along said North line, 72.60 feet to the point of beginning.

PARCEL 4:

The West Half of the Southwest Quarter (W 1/2 of SW 1/4); also the Northeast Quarter of the Southwest Quarter (NE 1/4 of SW 1/4), excepting a strip of land one (1) rod wide and 79 rods long commencing at the southwest corner, thence running east on the south line; also a strip of land one (1) rod wide and 80 rods long on the east line of the South Half of the East Half of the Southwest Quarter (S 1/2 of E 1/2 of SW 1/4) all in Section 29, Township 105 North, Range 16 West, Dodge County, Minnesota.

PARCEL 5:

The South Half of the Northwest Quarter (S 1/2 of NW 1/4) of Section 29, Township 105 North, Range 16 West, Dodge County, Minnesota.

TRACT 22:

Steven I. Boysen and Donna E. Boysen, husband and wife, as joint tenants

FA: 411799-389

PN: 16-029-0200(P1), PN: 16-031-0700(P2)

PID: 375(P1), PID: 3605(P2)

Easements as created by that certain Wind Energy Easement Agreement dated February 12, 2014, by and between, Steven I. Boysen and Donna E. Boysen, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205179, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

Parcel 1:

The Northeast Quarter of the Northwest Quarter (NE1/4 NW1/4) of Section Twenty-nine (29), Township One Hundred Five (105) North, Range Sixteen (16) West, Dodge County, Minnesota.

Parcel 2:

The East One Half of the Northwest Quarter (E1/2 NW1/4) of Section Thirty-one (31), Township One Hundred Five (105) North, Range Sixteen (16) West, Dodge County, Minnesota.

TRACT 23:

Vance S. Larson, as Trustee of the Vance S. Larson Revocable Living Trust Agreement Dated February 3, 2015.

FA: 411799-075

PN: 16-029-0101

PID: 374

Easements as created by that certain Wind Energy Easement Agreement dated January 29, 2014, by and between Vance S. Larson and Lynette K. Larson, Trustees of the Vance and Lynette Larson Revocable Trust Dated March 8, 2007, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 16, 2014, as Document No. 205473, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

  

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The Northeast Quarter of Section 29, Township 105 North, Range 16 West, Dodge County, Minnesota, excepting therefrom the following parcel: All that part of the NE ¼ Section 29-T105N-R16W, Dodge County, Minnesota, described as follows: Commencing at the Northeast corner of the NE ¼ of said Section 29; thence South 00 degrees 00 minutes 00 seconds East a distance of 474.41 feet on an assumed bearing on the east line of said NE ¼, to the point of beginning; thence North 90 degrees 00 minutes 00 seconds West a distance of 485.93 feet; thence South 02 degrees 23 minutes 53 seconds West a distance of 601.53 feet; thence South 90 degrees 00 minutes 00 seconds East a distance of 511.10 feet, to a point on the East line of said NE ¼, thence North 00 degrees 00 minutes 00 seconds West, a distance of 601.00 feet on the east line of said NE ¼, to the point of beginning.

Abstract Property.

TRACT 24:

Nathan E. Boysen 

FA: 411799-433

PN: 16-029-0500

PID: 2964

Easements as created by that certain Wind Energy Easement Agreement dated November 26, 2013, by and between, Nathan E. Boysen, a single person, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205183, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

Commencing at the Southeast corner of Section 29, Township 105 North, Range 16 West;

thence West assumed bearing along the South line of Section 29, Township 105, Range 16 a distance of 3156.0 feet to a point of beginning;

thence West assumed bearing along the South line a distance of 435.0 feet;

thence North a distance of 300.0 feet;

thence East 435.0 feet;

thence South 300.0 feet to the point of beginning, all located in Dodge County, Minnesota.

TRACT 25:

Raymond W. Tyler and VaLane S. Tyler, as joint tenants 

FA: 411799-408

PN: 16-029-0700

PID: 377

Easements as created by that certain Wind Energy Easement Agreement dated November 26, 2013, by and between Raymond W. Tyler and VaLane S. Tyler, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205181, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The South Half of the Southeast Quarter (S1/2 SE1/4) of Section Twenty-nine (29), Township One Hundred Five (105) North, Range Sixteen (16) West, Dodge County, Minnesota.

TRACT 26:

Steven I. Boysen and Donna E. Boysen, as joint tenants. 

FA: 411799-422

PN: 12-036-0201

PID: 351

Easements as created by that certain Wind Energy Easement Agreement dated February 12, 2014, by and between Steven I. Boysen and Donna E. Boysen, as joint tenants, Reuben L. Tverberg

and Edna Tverberg, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 5, 2014, as Document No. 205705 in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The West One-half of the Northeast Quarter (W1/2 NE1/4) of Section Thirty-six (36), Township One Hundred Five (105) North, Range Seventeen (17) West, Dodge County, Minnesota; EXCEPT the following described property:

That part of the West Half of the Northeast Quarter of said Section 36, Township 105, Range 17, Dodge County, Minnesota described as follows:

Commencing at the Northeast corner of said Northeast Quarter;

thence on an assumed bearing of North 90 degrees 00 minutes 00 seconds West along the North line of said Northeast Quarter, 1759.65 feet to the point of beginning;

thence South 00 degrees 47 minutes 13 seconds East 473.21 feet;

thence North 90 degrees 00 minutes 00 seconds West 649.79 feet;

thence North 00 degrees 30 minutes 39 seconds East 473.19 feet to the North line of said Northeast Quarter;

thence North 90 degrees 00 minutes 00 seconds East along said North line of the Northeast Quarter, 639.07 feet to the point of beginning.

TRACT 27:

Thomas S. Anderson 

FA: 411799-428

PN: 16-031-0900

PID: 3607

Easements as created by that certain Wind Energy Easement Agreement dated January 29, 2014, by and between Thomas S. Anderson, a single person, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 15, 2014, as Document No. 205843, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The West One Half of the Northwest Quarter (W1/2 NW1/4) of Section Thirty-one (31), Township One Hundred Five (105) North, Range Sixteen (16) West, Dodge County, Minnesota;

Excepting therefrom that part of the Northwest Quarter of the Northwest Quarter of Section 31, Township 105 North, Range 16 West, Dodge County, Minnesota, described as follows:

Beginning at the Northwest corner of said Section 31;

thence North 90 degrees 00 minutes 00 seconds East, assumed bearing, 502.00 feet along the North line of Section 31;

thence South 00 degrees 01 minutes 40 seconds West 528.93 feet;

thence North 88 degrees 58 minutes 50 seconds West 502.00 feet to the West line of Section 31;

thence North 00 degrees 01 minutes 10 seconds East 520.00 feet along the West line of Section 31 to the point of beginning.

TRACT 28:

Raymond R. Kyllo and Darlene A. Kyllo, husband and wife, as joint tenants

FA: 411799-080

PN: 16-031-0300, PIN: 16-031-0100

PID: 3602, PID: 3603

Easements as created by that certain Wind Energy Easement Agreement dated November 21, 2013, by and between Raymond R. Kyllo and Darlene A. Kyllo, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded March 25, 2014, as Document No. 205171, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The East Half of the Northeast Quarter (E 1/2 of NE 1/4) of Section 31, Township 105 North, Range 16 West; and

The West Half of the Northeast Quarter (W 1/2 of NE 1/4) of Section 31, Township 105 North, Range 16 West; EXCEPT

Commencing at the northeast corner of said Section 31, thence Westerly 270 degrees 00 minutes 00 seconds (assumed azimuth) 1619.0 feet along the North line of said section to the point of beginning; thence Southerly 180 degrees 17 minutes 39 seconds azimuth 1720.74 feet; thence Easterly 90 degrees 00 minutes 00 seconds azimuth 105.0 feet; thence Southerly 180 degrees 00 minutes 00 seconds azimuth 775.0 feet; thence Westerly 270 degrees 00 minutes 00 seconds azimuth 490.00 feet; thence Northerly 00 degrees 00 minutes 00 seconds azimuth 775.0 feet; thence Easterly 90 degrees 00 minutes 00 seconds azimuth 352.0 feet; thence Northerly 00 degrees 00 minutes 00 seconds azimuth 352.0 feet; thence Northerly 00 degrees 17 minutes 39 seconds azimuth 1720.74 feet to the North line of said section; thence Easterly 90 degrees 00 minutes 00 seconds azimuth 33.0 feet to the point of beginning.

TRACT 29:

Luthera M. Reis, a widowed woman

FA: 411799-076

PN: 16-031-0500(P1), 16-031-0600(P2)

PID: 3288

Easements as created by that certain Wind Energy Easement Agreement dated February 26, 2014, by and between Luthera M. Reis, a widowed woman, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 5, 2014, as Document No. 205698, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The Southwest Quarter (SW 1/4) and the West Half of the Southeast Quarter (W 1/2 of SE 1/4) of Section 31, Township 105, Range 16, Dodge County, Minnesota;

AND ALSO

That part of the East Half of the Southeast Quarter (E 1/2 of SE 1/4) of Section 31, Township 105, Range 16, Dodge County, Minnesota, described as follows: Beginning at the southeast corner of said Section 31, running thence West along the South line of said Section 31, 1320 feet to the one-eighth section line, thence North along the said one-eighth section line 1219 feet to the South side of the ditch, running thence north 47 degrees 20 minutes East along the South side of said ditch 420 feet, running thence East 142 feet, thence South 41 degrees 15 minutes East 650 feet; thence South 50 degrees 25 minutes East 565 feet to the center of the public road on the East line of said Section 31, running thence South 658 feet to the place of beginning.

TRACT 30: - Intentionally deleted

 

[Tracts 31 through 224 included with the Mower County, Minnesota Properties]

TRACT 225:

Mark E. Thoen and Linn D. Thoen, as tenants in common

FA: 411799-471

PN: 12-032-0300

PID:

Easements as created by that certain Wind Energy Easement Agreement dated March 28, 2014, by and between Karen B. Thoen and Mark E. Thoen, wife and husband, as to an undivided one-half interest, and Shirley A. Thoen and Linn D. Thoen, wife and husband, as to an undivided one-half interest, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 5, 2014 as Document No. 205715, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

The Southeast Quarter of the Southeast Quarter (SE 1/4 of the SE 1/4) of Section Thirty-two (32), Township One Hundred Five (105) North, Range Seventeen (17) West, Dodge County, Minnesota.

TRACT 226:

Jeffrey Swanson, subject to the life estate interest of Pearl Swanson, as to Parcels 2 and 3;

Jason Masching and Korina Masching, as joint tenants, as to Parcel 2A

Randy Swanson, subject to the life estate interest of Pearl Swanson, as to Parcel 4;

And

Jeffrey Swanson and Susan Swanson, husband and wife, as joint tenants, as to Parcel 5 

FA: 411799-078

PN: 12-033-0100(P2) portions of Parcel 2 and 2A

PN: 12-033-0104(P3)

PN: 12-033-0103(P4)

PN: 12-033-0101(P5)

PID:

Easements as created by that certain Wind Energy Easement Agreement dated March 5, 2014, by and between Pearl Swanson, a widow, as to a life estate, and Jeffrey Swanson and Susan L. Swanson, husband and wife, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 17, 2014, as Document No. 205499, in the records of Dodge County, Minnesota,

for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession, as to Parcels 2 and 3 herein described.

Easements as created by that certain Wind Energy Easement Agreement dated March 5, 2014, by and between Pearl Swanson, a widow, as to a life estate, and Randy L. Swanson and Carol L. Swanson, husband and wife, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 15, 2014, as Document No. 205844, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession, as to Parcel 4 herein described.

Easements as created by that certain Wind Energy Easement Agreement dated March 5, 2014, by and between Jeffrey Swanson and Susan L. Swanson, husband and wife, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 17, 2014, as Document No. 205500, in the records of Dodge County, Minnesota, and that certain Amendment to Wind Energy Easement Agreement dated March 5, 2014, as evidenced by that certain Amended Memorandum of Easement Agreement recorded June 12, 2014, as Document No. 206048, in the records of Dodge County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession, as to Parcel 5 herein described.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Dodge and is described as follows:

Parcel 2:

That part of the Southeast Quarter (SE1/4), that part of the Northeast Quarter (NE1/4), that part of the Northwest Quarter (NW1/4), and that part of the Southwest Quarter, all in Section Thirty-three (33), Township One Hundred Five (105) North, Range Seventeen (17) West of the 5th P.M., Dodge County, Minnesota, described as follows:

Beginning at the Southwest corner of said Southeast Quarter;

thence South 89 degrees 53 minutes 58 seconds East (assumed bearing) along the South line of said Southeast Quarter, 600.00 feet;

thence North 00 degrees 11 minutes 53 seconds West, 475.00 feet;

thence North 89 degrees 53 minutes 58 seconds West, 372.00 feet;

thence North 00 degrees 11 minutes 53 seconds West, 619.00 feet;

thence North 89 degrees 53 minutes 58 seconds West, 251.62 feet;

thence North 00 degrees 05 minutes 30 seconds East, 2255.37 feet;

thence South 89 degrees 52 minutes 43 seconds East, 351.30 feet;

thence North 00 degrees 07 minutes 17 seconds East, 1478.84 feet;

thence South 89 degrees 52 minutes 43 seconds East, 330.00 feet;

thence North 00 degrees 07 minutes 17 seconds East, 480.00 feet to the North line of said Northeast Quarter;

thence North 89 degrees 52 minutes 43 seconds West along said North line, 680.00 feet to the Northeast corner of said Northwest Quarter;

thence South 89 degrees 34 minute 49 seconds West along the North line of said Northwest Quarter, 1951.60 feet;

thence South 00 degrees 25 minutes 11 seconds East, 475.00 feet;

thence South 89 degrees 34 minutes 49 seconds West, 275.00 feet;

thence South 00 degrees 25 minutes 11 seconds East, 1275.00 feet;

thence South 89 degrees 34 minutes 50 seconds West, 433.52 feet to the West line of said Northwest Quarter;

thence South 00 degrees 08 minutes 26 seconds East along said West line, 893.92 feet to the Northwest corner of said Southwest Quarter;

thence South 00 degrees 07 minutes 47 seconds East along the West line of said Southwest Quarter, 2643.70 feet to the Southwest corner of said Southwest Quarter;

thence South 89 degrees 58 minutes 28 seconds East along the South line of said Southwest Quarter, 2657.39 feet to the point of beginning.

Excepting the following described property:

Commencing at the southwest corner of said Southwest Quarter thence South 89 degrees

53 minutes 28 seconds East (assumed bearing) along the south line of said Southwest

Quarter 660.00 feet to the point of beginning; thence North 00 degrees 01 minute 32 seconds East 465.00 feet; thence South 89 degrees 58 minutes 28 seconds East 330.00

feet; thence South 00 degrees 01 minute 32 seconds West 465.00 feet to said south line of

the Southwest Quarter; thence North 89 degrees 58 minutes 28 seconds West along said south line 330.00 feet to the point of beginning. Containing 3.52 acres, more or less. Containing 3.27 acres, excluding road right of way.

Parcel 2A:

That part of the Southwest Quarter of Section 33, Township 105, Range 17, Dodge County, Minnesota, described as follows:

Commencing at the southwest corner of said Southwest Quarter thence South 89 degrees

53 minutes 28 seconds East (assumed bearing) along the south line of said Southwest Quarter 660.00 feet to the point of beginning; thence North 00 degrees 01 minute 32 seconds East 465.00 feet; thence South 89 degrees 58 minutes 28 seconds East 330.00 feet; thence South 00 degrees 01 minute 32 seconds West 465.00 feet to said south line of the Southwest Quarter; thence North 89 degrees 58 minutes 28 seconds West along said south line 330.00 feet to the point of beginning. Containing 3.52 acres, more or less. Containing 3.27 acres, excluding road right of way.

Parcel 3:

That part of the Southeast Quarter (SE1/4) of Section Thirty-three (33), Township One Hundred Five (105) North, Range Seventeen (17) West of the 5th P.M., Dodge County, Minnesota, described as follows:

Commencing at the Southwest Quarter of said Southeast Quarter;

thence South 89 degrees 53 minutes 58 seconds East, (assumed bearing) along the South line of said Southeast Quarter, 975.00 feet to the point of beginning of the tract of land to be herein described;

thence continuing South 89 degrees 53 minutes 58 seconds East along said South line, 910.02 feet to the Westerly line of the now abandoned Mason City and Fort Dodge Railroad Company Right-of-Way;

thence North 25 degrees 09 minutes 29 seconds East along said R.O.W. line, 707.92 feet;

thence North 89 degrees 53 minutes 58 seconds West, 1213.19 feet;

thence South 00 degrees 11 minutes 53 seconds East, 641.30 feet to the point of beginning.

Parcel 4:

That part of the Southeast Quarter (SE1/4), that part of the Northeast Quarter (NE1/4), that part of the Northwest Quarter (NW1/4), and that part of the Southwest Quarter, all in Section Thirty-three (33), Township One Hundred Five (105) North, Range Seventeen (17) West of the 5th P.M., Dodge County, Minnesota, described as follows:

Commencing at the Southwest corner of said Southeast Quarter;

thence South 89 degrees 53 minutes 58 seconds East (assumed bearing) along the South line of said Southeast Quarter, 600.00 feet;

thence North 00 degrees 11 minutes 53 seconds West, 475.00 feet;

thence North 89 degrees 53 minutes 58 seconds West, 372.00 feet;

thence North 00 degrees 11 minutes 53 seconds West, 619.00 feet to the point of beginning of the tract of land to be herein described;

thence North 89 degrees 53 minutes 58 seconds West, 251.62 feet;

thence North 00 degrees 05 minutes 30 seconds East, 2255.37 feet;

thence South 89 degrees 52 minutes 43 seconds East, 351.30 feet;

thence North 00 degrees 07 minutes 17 seconds East, 332.52 feet;

thence South 89 degrees 52 minutes 43 seconds East, 380.00 feet;

thence North 00 degrees 07 minutes 17 seconds East, 1626.32 feet to the North line of said Northeast Quarter;

thence South 89 degrees 52 minutes 43 seconds East along said North line, 1624.09 feet to the Westerly Right-of-Way line of Minnesota State Highway No. 56;

thence South 00 degrees 07 minutes 17 seconds West along said R.O.W. line, 50.00 feet;

thence South 89 degrees 52 minutes 43 seconds East along said R.O.W. line, 125.13 feet;

thence South 44 degrees 57 minutes 15 seconds East along said R.O.W. line, 141.61 feet;

thence South 00 degrees 01 minutes 46 seconds East along said R.O.W. line, 1543.62 feet;

thence South 89 degrees 58 minutes 14 seconds West along said R.O.W. line, 20.00 feet;

thence South 00 degrees 01 minutes 46 seconds East along said R.O.W. line, 150.00 feet;

thence North 89 degrees 58 minutes 14 seconds East along said R.O.W. line, 20.00 feet;

thence South 00 degrees 01 minutes 46 seconds East along said R.O.W. line, 2019.53 feet to the Westerly line of the now abandoned Mason City and Fort Dodge Railroad Company Right-of-Way;

thence South 25 degrees 09 minutes 29 seconds West along said R.O.W. line, 886.23 feet;

thence North 89 degrees 53 minutes 58 seconds West, 1213.19 feet;

thence North 00 degrees 11 minutes 53 seconds West, 252.70 feet;

thence North 89 degrees 53 minutes 58 seconds West, 196.00 feet;

thence North 00 degrees 11 minutes 53 seconds West, 200.00 feet;

thence North 89 degrees 53 minutes 58 seconds West, 551.00 feet to the point of beginning.

Parcel 5:

Commencing at the Southwest corner of the Southeast Quarter of Section 33;

thence East along the Southerly boundary a distance of 600 feet;

thence North parallel with the Westerly boundary of said Southeast Quarter a distance of 475 feet;

thence West parallel with the Southerly boundary of the Southeast Quarter a distance of 372 feet;

thence North parallel with the Westerly boundary of said Southeast Quarter a distance of 619 feet;

thence East parallel with the Southerly boundary of the Southeast Quarter a distance of 551 feet;

thence South parallel with the Westerly boundary of the Southeast Quarter a distance of 200 feet;

thence East parallel with the Southerly boundary of the Southeast Quarter a distance of 196 feet;

thence South parallel with the Westerly boundary of the Southeast Quarter a distance of 894 feet to the Southerly boundary of the Southeast Quarter;

thence West 375 feet more or less along the Southerly boundary to the point of beginning;

all being in Section 33, Township 105 North, Range 17 West, Dodge County, Minnesota.

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

Pleasant Valley Wind Farm

[Tracts 1 through 30 are included with the Dodge County, Minnesota Properties]

TRACT 31:

M & L Farms, a Minnesota partnership consisting of Partner Linn Thoen and Partner Mark Thoen

FA: 411799-060

PN: 19-004-0040(P1), PN: 19-014-0030(P2)

PID: 249(P1), PID: 3451(P2)

Easements as created by that certain Wind Energy Easement Agreement dated March 28, 2014, by and between M & L Farms, a Minnesota partnership, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 21, 2014, as Document No. 612173, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

PARCEL 1:

The North Half of the Northeast Quarter (N 1/2 of NE 1/4) of Section 4, Township 104 North, Range 17 West, Mower County, Minnesota.

PARCEL 2:

The West Half of the Northwest Quarter (W 1/2 of NW 1/4) of Section 14, Township 104 North, Range 17 West, Mower County, Minnesota.

TRACT 32:

Linn D. Thoen 

FA: 411799-317

PN: 19-003-0051

PID: 3194 and 3193

Easements as created by that certain Wind Energy Easement Agreement dated February 19, 2014, by and between Linn D. Thoen and Shirley A. Thoen, husband and wife, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 21, 2014, as Document No. 612182, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

All that part of the Northwest Quarter (NW 1/4) of Section 3, Township 104 North, Range 17 West, Mower County, Minnesota, lying West of the Westerly right-of-way of the Chicago and Northwestern Railroad, except the South 941.60 feet thereof, more particularly described by: Commencing at the Northwest corner of said Northwest Quarter, thence running South 0 degrees 42 minutes East along the West line of said Northwest Quarter 1683.5 feet, thence North 90 degrees 00 minutes East 1203.60 feet to the Westerly right-of-way of the Chicago and Northwestern Railroad, thence North 24 degrees 57 minutes 30 seconds East along said railroad right-of-way 1856.77 feet to the North line of said Northwest Quarter, thence South 90 degrees 00 minutes West along said North line 2007.65 feet to the point of beginning;

AND

All that part of the Northwest Quarter of Section 3, Township 104 North, Range 17 West, lying East of the Easterly right-of-way of Minnesota Trunk Highway 56, more particularly described by: Commencing at the Southeast corner thereof, thence running North 0 degrees 42 minutes West along the East line of said Northwest Quarter 2327.85 feet, thence North 56 degrees 20 minutes West 132.39 feet to the Easterly right-of-way

of Minnesota Trunk Highway 56, thence Southerly along said highway right-of-way to the South line of said Northwest Quarter, thence North 89 degrees 24 minutes 25 seconds East along said South line 1630.83 feet to the point of beginning.

TRACT 33:

Edward L. Ziemer

Martha C. Ziehwein, Trustee of the Martha C. Ziehwein Trust dated January 4, 2008  

FA: 411799-007

PN: 19-003-0021

PID: 3503

Easements as created by that certain Wind Energy Easement Agreement dated February 5, 2014, by and between Edward L. Ziemer, a single person, and Martha C. Ziehwein, Trustee of the Martha C. Ziehwein Trust dated January 4, 2008, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 1, 2014, as Document No. 611789, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

All that part of the Southwest Quarter (SW 1/4) of Section Three (3), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota, described as follows:

Commencing at the Southwest corner of the Southwest Quarter of said Section 3; thence North 00 degrees 26 minutes 00 seconds East a distance of 289.46 feet, on an assumed bearing on the West line of said Southwest Quarter; thence South 90 degrees 00 minutes 00 seconds East a distance of 455.25 feet; thence North 00 degrees 26 minutes 00 seconds East a distance of 363.50 feet; thence South 90 degrees 00 minutes 00 seconds West a distance of 455.25 feet, to a point on the West line of said Southwest Quarter; thence North 00 degrees 26 minutes 00 seconds East a distance of 156.92 feet, on the West line of said Southwest Quarter, to a point on the Southeasterly right-of-way line of the Chicago Great Western Railroad also known as the Chicago Great Western Railway Company (now abandoned); thence North 25 degrees 37 minutes 58 seconds East a distance

of 2,042.12 feet, on the Southeasterly right-of-way line of said abandoned Railroad, to a point on the North line of said Southwest Quarter; thence South 89 degrees 41 minutes 18 seconds East a distance of 1,769.97 feet, on the North line of said Southwest Quarter, to the Northeast corner thereof; thence South 00 degrees 11 minutes 17 seconds West a distance of 2,655.25 feet, on the East line of said Southwest Quarter, to the Southeast corner thereof; thence North 89 degrees 42 minutes 01 seconds West a distance of 2,650.83 feet; on the South line of said Southwest Quarter, to the point of beginning.

TRACT 34:

William G. Blanchard and Janice Blanchard, husband and wife, as joint tenants 

FA: 411799-006

PN: 19-003-0040

PID: 3395

Easements as created by that certain Wind Energy Easement Agreement dated March 20, 2014, by and between William G Blanchard and Janice Blanchard, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 16, 2014, as Document No. 612087, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The North Half of the Southeast Quarter (N 1/2 SE 1/4) of Section Three (3), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota.

And

The Northeast Quarter (NE 1/4) of Section Three (3), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota.

TRACT 35:

Nancy Lee Beckon 

FA: 411799-262

PN: 19-003-0030

PID: 3261

Easements as created by that certain Wind Energy Easement Agreement dated November 21, 2013, by and between, Nancy Lee Beckon, a widowed woman, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded January 21, 2014, as Document No. 610586, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The South Half of the Southeast Quarter (S 1/2 SE 1/4) of Section Three (3), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota.

TRACT 36:

Sanford H. Greeley, as to an undivided 50% interest as tenants in common;

Shirley A. Greeley, as to an undivided 50% interest as tenants in common 

FA: 411799-446

PN: 19-002-0060

PID: 3529

Easements as created by that certain Wind Energy Easement Agreement dated January 29, 2014, by and between Sanford H. Greeley and Shirley A. Greeley, husband and wife as to an undivided one half interest each, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 4, 2014, as Document No. 611896, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The North Half of the Northwest Quarter of Section 2, Township 104, Range 17 West of the 5th Principal Meridian, Mower County, Minnesota.

TRACT 37:

Christian Family Farms Limited Partnership, a Minnesota limited partnership

FA: 411799-055

PN: 19-010-0015(P1), PN: 19-002-0050(P2)

PID: 3452(P1), PID: 3453(P2)

Easements as created by that certain Wind Energy Easement Agreement dated March 3, 2014, by and between Christian Family Farms Limited Partnership, a Minnesota limited partnership, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded June 10, 2014, as Document No. 613346, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

PARCEL 1:

The North Half of the North Half (N 1/2 of N 1/2) of Section 10, Township 104 North, Range 17 West, Mower County, Minnesota, excepting therefrom a parcel described as the South 460.00 feet of the West 618.5 feet of the North Half of the Northwest Quarter (N 1/2 of NW 1/4) of said Section 10, and excepting therefrom a parcel described as:

A parcel located in the North Half of the North Half (N 1/2 of N 1/2) of Section 10, Township 104 North, Range 17 West, described as commencing at the Southeast corner of the North Half of the North Half of Section 10, Township 104 North, Range 17 West, thence proceed west along the southern boundary of said North Half of the North Half of Section 10, a distance of 1,584 feet to the point of beginning, thence proceed due north parallel to the eastern boundary of said North Half of the North Half of Section 10 a distance of 726 feet, thence proceed due west, parallel to the southern boundary of the said North Half of the North Half of Section 10, a distance of 450 feet, thence proceed due south, parallel to the eastern boundary of said North Half of the North Half of Section 10, a distance of

726 feet to a point on the southern boundary of said North Half of the North Half of Section 10, thence proceed due east, along the southern boundary of said North Half of the North Half of Section 10, a distance of 450 feet to the point of beginning.

PARCEL 2:

The South Half of the Southwest Quarter (S 1/2 of SW 1/4) of Section 2, Township 104 North, Range 17 West, Mower County, Minnesota.

TRACT 38:

Vance S. Larson, as Trustee of the Vance S. Larson Revocable Living Trust Agreement dated February 3, 2015.

FA: 411799-202

PN: 19-002-0025(P1)

PN: 19-002-0028(P2)

PN: 17-007-0015(P3)

PID: 3384(P1)

PID: 3386(P2)

PID: 3416(P3)

Easements as created by that certain Wind Energy Easement Agreement dated January 29, 2014, by and between Vance S. Larson and Lynette K. Larson, Trustees of the Vance and Lynette Larson Revocable Trust Dated March 8, 2007, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 16, 2014, as Document No. 612098, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

PARCEL 1:

The North Half of the Southeast Quarter (N 1/2 of SE 1/4); the Southwest Quarter of the Southeast Quarter (SW 1/4 of SE 1/4); and the South Half of the Northeast Quarter (S 1/2 of NE 1/4) except railroad right of way, all in Section 2, Township 104 North, Range 17 West, Mower County, Minnesota; excepting therefrom the following two parcels:

All that part of the East Half of said Section 2, described as follows: Commencing at the southeast corner of the Southeast Quarter of Section 2; thence North 00 degrees 00 minutes 00 seconds West a distance of 2698.00 feet, on an assumed bearing on the east line of said Section 2, to the point of beginning; thence North 00 degrees 00 minutes 00 seconds West a distance of 55.0 feet, on the east line of said Section 2; thence South 88 degrees 12 minutes 40 seconds West a distance of 126.21 feet; thence North 32 degrees 02 minutes 15 seconds West a distance of 350.10 feet; thence South 82 degrees 32 minutes 47 seconds West a distance 926.01 feet; thence South 01 degrees 34 minutes 54 seconds West a distance of 412.96 feet; thence South 88 degrees 51 minutes 40 seconds East a distance of 393.93 feet; thence North 01 degrees 36 minutes 15 seconds East a distance of 166.55 feet; thence North 88 degrees 12 minutes 14 seconds East a distance 843.35 feet, to the point of beginning; AND

The South 660 feet of the East 660 feet of the Northeast Quarter of the Southeast Quarter (NE 1/4 of SE 1/4) of Section 2, Township 104 North, Range 17 West, Mower County, Minnesota.

PARCEL 2:

The South 660 feet of the East 660 feet of the Northeast Quarter of the Southeast Quarter (NE 1/4 of SE 1/4) of Section 2, Township 104 North, Range 17 West, Mower County, Minnesota.

PARCEL 3:

The Northeast Quarter (NE 1/4) of Section 7, Township 104 North, Range 16 West, Mower County, Minnesota, excepting therefrom the following described parcel:

All that part of the Northwest Quarter of the Northeast Quarter (NW 1/4 of NE 1/4) of Section 7, Township 104 North, Range 16 West, Mower County, Minnesota, described as follows: Commencing at the northwest corner of the Northeast Quarter of said Section 7; thence South 90 degrees 00 minutes 00 seconds East a distance of 365.00 feet on an assumed bearing on the north line of said Northeast Quarter, to the point of beginning; thence South 00 degrees 18 minutes 06 seconds East a distance of 633.25 feet; thence South 89 degrees 25 minutes 01 seconds West a distance of 354.19 feet, to a point on the west line of said Northeast Quarter; thence South 01 degrees 16 minutes 28 seconds East a distance of 480.23 feet, on the west line of said Northeast Quarter; thence North 90 degrees 00 minutes 00 seconds East a distance of 398.80 feet; thence North 00 degrees

00 minutes 00 seconds West a distance of 1116.95 feet, to a point on the north line of said Northeast Quarter; thence North 90 degrees 00 minutes 00 seconds West a distance of 58.65 feet, to the point of beginning.

TRACT 39: - Intentionally deleted

TRACT 40:

WJ Reese Properties, LLC, a Minnesota limited liability company 

FA: 411799-068

PN: 17-006-0041, 0042, 0048, 0045(P1)

PN: 17-006-0050(P2)

PN: 19-011-0070(P3)

PN: 19-002-0010(P4)

PN: 17-007-0021(P5)

PN: 17-007-0025(P5)

PID: 3390(P1)

PID: 3392(P2)

PID: 3441(P3)

PID: 3443(P4)

PID: 3442(P5)

Easements as created by that certain Wind Energy Easement Agreement dated March 28, 2014, by and between WJ Reese Properties, LLC, a Minnesota limited liability company, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 21, 2014, as Document No. 612184, and as amended by that certain Amended Memorandum of Easement Agreement dated March 28, 2014, recorded June 10, 2014 as Document No. 613348, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

PARCEL 1:

The Southwest Quarter (SW ¼) and the North Half of the Southeast Quarter (N ½ of SE ¼) of Section 6, Township 104 North, Range 16 West, Mower County, Minnesota;

EXCEPT the South 467 feet of the East 467 feet of the following described property:

The West 120.0 feet of the North 660.0 feet of the North Half of the Southeast Quarter of Section 6, Township 104 North, Range 16 West, Mower County, Minnesota, and the East 540 feet of the North 660 feet of the Northeast Quarter of the Southwest Quarter of Section 6.

PARCEL 2:

The South Half of the Southeast Quarter (S ½ of SE ¼) of Section 6, Township 104 North, Range 16 West, Mower County, Minnesota.

PARCEL 3:

The North Half of the Northeast Quarter (N ½ of NE ¼) of Section 11, Township 104 North, Range 17 West, Mower County, Minnesota.

PARCEL 4:

The Southeast Quarter of the Southeast Quarter (SE ¼ of SE ¼) of Section 2, Township 104 North, Range 17 West, Mower County, Minnesota.

PARCEL 5:

The East Half of the Northwest Quarter (E ½ of NW ¼), the Northeast Quarter of the Southwest Quarter (NE ¼ of SW ¼) and the West Fractional One-Half of the West Half (W frl ½ of W ½) all being in Section 7, Township 104 North, Range 16 West, Mower County, Minnesota;

EXCEPT the following described parcel: Beginning at the Southwest corner of the Northwest Quarter of said Section 7; thence North 522 feet along the Westerly boundary of said Northwest Quarter; thence East 417 feet parallel with the Southerly boundary of the Northwest Quarter; thence South 522 feet on a line parallel with the Westerly boundary of the Northwest Quarter of Section 7; thence Westerly 417 feet along the South boundary of the Northwest Quarter of Section 7 to the point of beginning.

TRACT 41:

Marilyn L. Rogers, Trustee under Declaration of Trust created by Marilyn L. Rogers as Trustor dated March 2, 1992, as amended 

FA: 411799-004

PN: 19-001-0020(P1), PN: 19-001-0050(P2)

PID: 3504(P1), PID: 3556, PID: 3558, PID: 3559(P2)

Easements as created by that certain Wind Energy Easement Agreement dated March 4, 2014, by and between Marilyn L. Rogers, Trustee under Declaration of Trust created by Marilyn L. Rogers as Trustor dated March 2, 1992, as amended March 20, 2006, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 21, 2014, as Document No. 612176, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

Parcel 1:

The Northwest Quarter (NW 1/4) of Section One (1), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota.

Parcel 2:

The Southwest Quarter (SW 1/4) of Section One (1), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota.

TRACT 42:

Glenn J. Hahn and Carolyn C. Hahn, husband and wife, as joint tenants 

FA: 411799-002

PN: 19-001-0011

PID: 3271

Easements as created by that certain Wind Energy Easement Agreement dated December 12, 2013, by and between Glenn J. Hahn and Carolyn C. Hahn, husband and wife, as joint tenants, and Pleasant Valley Wind, LLC, a Delaware limited liability company,

as evidenced by that certain Memorandum of Easement Agreement recorded January 8, 2014, as Document No. 610345, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The West 1103.03 feet of the Northeast Quarter (W 1103.03 ft of NE 1/4) of Section 1, Township 104 North, Range 17 West, Mower County, Minnesota.

TRACT 43:

James E. Hahn and LuAnn E. Hahn, as Trustees of the Trust Agreement of James and LuAnn Hahn  

FA: 411799-285

PN: 19-001-0012

PID: 3236

Easements as created by that certain Wind Energy Easement Agreement dated December 30, 2013, by and between James E. Hahn and LuAnn E. Hahn, as Trustees of the Trust Agreement of James and LuAnn Hahn, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded February 10, 2014, as Document No. 610954, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The South 1866.23 feet of the Northeast Quarter (S 1866.23 feet of NE 1/4) of Section 1, Township 104 North, Range 17 West, Mower County, Minnesota; EXCEPT the West 1103.03 feet thereof.

TRACT 44:

Greg Hulst (married to Kathy Hulst); subject to the life estate interest of Margaret B. Hulst a/k/a Margaret Elizabeth Hulst 

FA: 411799-294

PN: 19-010-0040

PID: 3224

Easements as created by that certain Wind Energy Easement Agreement dated November 26, 2013, by and between Margaret B. Hulst, a/k/a Margaret Elizabeth Hulst, as to a life estate, and Greg Hulst and Kathy Hulst, husband and wife, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded February 10, 2014, as Document No. 610935, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The South Half of the Southeast Quarter (S 1/2 of SE 1/4) and the South Half of the Southwest Quarter (S 1/2 of SW 1/4) of Section 10, Township 104 North, Range 17 West, Mower County, Minnesota.

TRACT 45:

Gebhardt Farms, LLC, a Minnesota Limited Liability Company

FA: 411799-276

PN: 19-010-0070(P1), 19-010-0030(P2)

PID: 3243

Easements as created by that certain Wind Energy Easement Agreement dated April 14, 2014, by and between Gebhardt Farms, LLC, a Minnesota limited liability company, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 16, 2014, as Document No. 612795, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

Parcel 1:

The South One-half of the Northwest Quarter (S1/2 NW 1/4) of Section Ten (10), Township One Hundred Four (104) North,

Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota; Except the following described portion thereof;

Beginning 10 feet North of the Southwest corner of the South One-half of the Northwest Quarter, Section 10, Township 104 North, Range 17 West, thence East 12 rods; thence North 8 rods; thence West 12 rods; thence South 8 rods to the place of beginning, containing one-half acre, more or less;

also excepting therefrom that part of the Southwest Quarter of the Northwest Quarter of Section 10, Township 104 North, Range 17 West, lying Easterly of Trunk Highway No. 56 as now located and established, Excepting therefrom that part described as follows:

Beginning 10 feet North of the Southwest corner of the Southwest Quarter of the Northwest Quarter of said Section 10; thence East 12 rods; thence North 8 rods; thence West 12 rods; thence South 8 rods to the place of beginning; which lies Southerly of the Southerly boundary of public road running along the North line of the above described tract and Northwesterly of the following described line:

Beginning at a point on the Westerly boundary of said tract, distant 100 feet Southerly of its intersection with the Southerly boundary of said public road; thence running Northeasterly to a point on said Southerly boundary, distant 100 feet Easterly of said intersection and there terminating; containing 0.12 acre, more or less.

And

That part of the South One-half of the Northwest Quarter (S1/2 NW 1/4) of Section Ten (10), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota, described as follows, to-wit:

Beginning 10 feet North of the Southwest corner of the South One-half of the Northwest Quarter, Section 10, Township 104 North, Range 17 West, thence East 12 rods; thence North 8 rods; thence West 12 rods; thence South 8 rods to the place of beginning, containing one-half acre, more or less;

also excepting therefrom that part of the Southwest Quarter of the Northwest Quarter of Section 10, Township 104 North, Range 17 West, lying Easterly of Trunk Highway No. 56 as now located and established, excepting therefrom that part described as follows:

Beginning 10 feet North of the Southwest corner of the Southwest Quarter of the Northwest Quarter of said Section 10; thence East 12 rods; thence North 8 rods; thence West 12 rods;

thence South 8 rods to the place of beginning; which lies Southerly of the Southerly boundary of public road running along the North line of the above described tract and Northwesterly of the following described line:

Beginning at a point on the Westerly boundary of said tract, distant 100 feet Southerly of its intersection with the Southerly boundary of said public road; thence running Northeasterly to a point on said Southerly boundary, distant 100 feet Easterly of said intersection and there terminating; containing 0.12 acre, more or less.

And

The Northeast Quarter of the Southwest Quarter (NE1/4 SW1/4) of Section Ten (10), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota.

Parcel 2:

The North One-half of the Southeast Quarter ( N1/2 SE1/4) of Section Ten (10), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota.

TRACT 46:

PARCEL 1: Gebhardt Farms, LLC, a Minnesota Limited Liability Company

PARCEL 2: Michael W. Gebhardt, David J. Gebhardt, James A. Gebhardt, and Robert J. Gebhardt, as tenants in common

PARCEL 3: Michael Gebhardt, Trustee of the Marlene A. Gebhardt Family Trust created under the Marlene A. Gebhardt Revocable Living Trust under agreement dated February 26, 1982, as amended and restated

FA: 411799-180

PN: 19-015-0025(P1), 19-015-0020(P3), 19-015-0021 (P2) PID: 3431

Easements as created by that certain Wind Energy Easement Agreement dated April 14, 2014, by and between Gebhardt Farms, LLC, a Minnesota limited liability company, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 16, 2014, as Document No. 612795, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession, as to Parcel 1 herein described.

Easements as created by that certain Wind Energy Easement Agreement dated April 14, 2014, by and between Michael W. Gebhardt and Barbara A. Gebhardt, husband and wife, David J. Gebhardt and Melissa Gebhardt, husband and wife, James A. Gebhardt, a single person, and Robert J. Gebhardt and Lois Gebhardt, husband and wife, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 16, 2014, as Document No. 612797, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession, as to Parcel 2 herein described.

Easements as created by that certain Wind Energy Easement Agreement dated April 14, 2014, by and between Michael Gebhardt, Trustee of the Marlene A. Gebhardt Family Trust created under the Marlene A. Gebhardt Revocable Living Trust under agreement dated February 26, 1982 as amended and restated, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 16, 2014, as Document No. 612798, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession, as to Parcel 3 herein described.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

Parcel 1:

The Northeast Quarter of Section 15, Township 104 North, Range 17 West, Mower County, Minnesota.

Parcel 2:

The East Half of the Northwest Quarter (E1/2 NW1/4),

and the East Half of the West Half of the Northwest Quarter (E1/2 W1/2 NW1/4),

and the Northwest Quarter of the Northwest Quarter of the Northwest Quarter (NW1/4 NW1/4 NW1/4),

and the North Half of the Southwest Quarter of the Northwest Quarter of the Northwest Quarter (N1/2 SW1/4 NW1/4 NW1/4),

Section 15, Township 104 North, Range 17 West, Mower County, Minnesota.

Parcel 3:

The West Half of the Northwest Quarter of the Southwest Quarter (W1/2 NW1/4 SW1/4),

and the West Half of the Southwest Quarter of the Northwest Quarter (W1/2 SW1/4 NW1/4),

and the South Half of the Southwest Quarter of the Northwest Quarter of the Northwest Quarter (S1/2 SW1/4 NW1/4 NW1/4),

Section 15, Township 104 North, Range 17 West, Mower County, Minnesota.

TRACT 47:

Michael W. Gebhardt, James A. Gebhardt, Robert J. Gebhardt as Trustee of the Robert J. Gebhardt Revocable Living Trust Agreement dated May 11, 2010, and Lois A. Gebhardt, as Trustee of the Lois A. Gebhardt Revocable Living Trust Agreement dated May 11, 2010, as to Parcel 1

Michael W. Gebhardt and Barbara A. Gebhardt, husband and wife as joint tenants - in tenants in common with Robert J. Gebhardt as Trustee of the Robert J. Gebhardt Revocable Living Trust Agreement dated May 11, 2010 and Lois A. Gebhardt, as Trustee of the Lois A. Gebhardt Revocable Living Trust Agreement dated May 11, 2010- in tenants in common with James A. Gebhardt, a single person, as to Parcel 2

FA: 411799-275

PN: 19-011-0045(P1), 19-011-0020(P2)

PID: 3245

Easements as created by that certain Wind Energy Easement Agreement dated April 14, 2014, by and between Michael W. Gebhardt and Barbara A. Gebhardt, husband and wife as to Parcel 1, and as joint tenants as to Parcel 2, as tenants in common with Robert J. Gebhardt as Trustee of the Robert J. Gebhardt Revocable Living Trust Agreement dated May 11, 2010 and Lois A. Gebhardt, as Trustee of the Lois A. Gebhardt Revocable Living Trust Agreement dated May 11, 2010, tenants in common with James A. Gebhardt, a single person, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 16, 2014, as Document No. 612799, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

Parcel 1:

The Southeast Quarter (SE 1/4) of Section Eleven (11), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota; Excepting therefrom the following described parcel of land:

The South 653.50 feet of the West 473.00 feet of the Southwest Quarter of the Southeast Quarter of Section Eleven (11), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota.

Parcel 2:

The North One-half of the Southwest Quarter (N 1/2 SW 1/4) of Section Eleven (11), Township One Hundred Four (104) North, Range Seventeen (17) West of the 5th P.M., Mower County, Minnesota.

TRACT 47A:

Linn D. Thoen, as to an undivided 1/2 interest;

Linn D. Thoen, Todd M. Thoen and Mark E. Thoen, as to an undivided 1/2 interest. 

FA: 411799-316

PN: 19-011-0015

PID: 3195

Easements as created by that certain Wind Energy Easement Agreement dated March 28, 2014, by and between Linn D. Thoen and Shirley A. Thoen, husband and wife, as to an undivided one half interest, and Linn D. Thoen and Shirley A. Thoen, husband and wife, Todd M. Thoen and Patsy A., Thoen, husband and wife, and Mark E. Thoen and Karen B. Thoen, husband and wife, as to an undivided one half interest, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 21, 2014, as Document No. 612180, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The South Half of the Southwest Quarter (S ½ of SW ¼) of Section 11, Township 104 North, Range 17 West, Mower County, Minnesota; EXCEPT the South 577.83 feet of the West 980.0 feet thereof.

TRACT 48:

Janet Tevis and Marlan P. Tevis, as Trustees of the Janet Tevis Revocable Trust dated February 13, 2012 

FA: 411799-064

PN: 19-011-0031

PID: 3448

Easements as created by that certain Wind Energy Easement Agreement dated January 2, 2014, by and between Janet Eunice Tevis and Marlan Tevis, wife and husband, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded February 28, 2014, as Document No. 611239, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The Northwest Quarter (NW 1/4) of Section 11, Township 104 North, Range 17 West, Mower County, Minnesota, EXCEPTING the following described parcel:

Beginning at a point on the west line of the Northwest Quarter of Section 11, Township 104 North, Range 17 West, Mower County, Minnesota, which point is 1076.11 feet north of the southwest corner thereof; thence north on the west line of said quarter section 686.34 feet; thence easterly 635.00 feet, at a deflection angle of 88 degrees 10 minutes right; thence south 686.34 feet, at a deflection angle of 91 degrees 50 minutes right; thence westerly 635.00 feet, at a deflection angle of 88 degrees 10 minutes right, to the point of beginning, being part of the Northwest Quarter of Section 11, Township 104 North, Range 17 West.

TRACT 49:

Edmund Emerick and David Emerick as Co-Trustees of the Edmund S. Emerick Testamentary Trust, as to Parcels 1 and 2

Mary E. Emerick, as to Parcel 3     

FA: 411799-178

PN: 19-011-0060(P1), 19-023-0030(P2 and P3; Note: A tax division is in process)

PID: 3434

PID: 3433

Easements as created by that certain Wind Energy Easement Agreement dated February 5, 2014, by and between Edmund L. Emerick and David M. Emerick, as Co-Trustees of the Edmund S. Emerick Testamentary Trust, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 15, 2014, as Document No. 612782, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession, as to Parcels 1 and 2 herein described, and

Easements as created by that certain Wind Energy Easement Agreement dated February 5, 2014, by and between Mary E. Emerick, a widow, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded May 15, 2014, as Document No. 612781, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession, as to Parcel 3 herein described.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

PARCEL 1:

The South Half of the Northeast Quarter of Section 11, Township 104 North, Range 17 West, Mower County, Minnesota.

PARCEL 2:

The Northeast Quarter (NE 1/4) and the North Half of the Northwest Quarter (N 1/2 of NW 1/4) all in Section 23, Township 104 North, Range 17 West, Mower County, Minnesota, excepting the building site described as follows:

Commencing at the Northeast corner of the Northeast Quarter of the Northeast Quarter of Section 23, Township 104 North, Range 17 West, Mower County, Minnesota;

thence South (assumed bearing) along the East section line 567.2 feet;

thence West at a right angle 768.00 feet;

thence North on a line parallel with the East section line 567.2 feet to the North section line;

thence East along said North section line 768.00 feet more or less to the point of beginning.

PARCEL 3:

Commencing at the Northeast corner of the Northeast Quarter of the Northeast Quarter of Section 23, Township 104 North, Range 17 West, Mower County, Minnesota;

thence South (assumed bearing) along the East section line 567.2 feet;

thence West at a right angle 768.00 feet;

thence North on a line parallel with the East section line 567.2 feet to the North section line;

thence East along said North section line 768.00 feet more or less to the point of beginning.

TRACT 50:

Luthera M. Reis, a widowed woman 

FA: 411799-306

PN: 17-006-0020, 17-006-0025

PID: 3206

Easements as created by that certain Wind Energy Easement Agreement dated February 26, 2014, by and between Luthera M.

Reis, a widowed woman, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 4, 2014, as Document No. 611909, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The North Half of the Northwest Quarter (N 1/2 of NW 1/4) of Section 6, Township 104 North, Range 16 West, Mower County, Minnesota.

TRACT 51:

Karol J. Boles, Trustee, Karen A. Swanson, Trustee, Kathy L. Gergen, Trustee, and Kristine M. Voelker, Trustee, of the Stanley M. Boles and Beverly K. Boles Trust Agreement for Karol J. Boles, Karen A. Swanson, Kathy L. Gergen and Kristine M. Voelker 

FA: 411799-344

PN: 17-006-0031, 17-006-0035

PID: 3530

Easements as created by that certain Wind Energy Easement Agreement dated March 12, 2014, by and between Karol J. Boles, Karen A. Swanson, Kathy L. Gergen, and Kristine M. Voelker, Trustees of the Stanley M. Boles and Beverly K. Boles Trust Agreement for Karol J. Boles, Karen A/ Swanson, Kathy L. Gergen and Kristine M. Voelker , and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 16, 2014, as Document No. 612090, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The South Half of the Northwest Quarter (S 1/2 of the NW 1/4) of Section Six (6), Township One Hundred Four (104) North, Range Sixteen (16) West, EXCEPTING therefrom the following parcel: Commencing at the Southwest corner of the aforesaid

Northwest Quarter; thence North 405.31 feet on the West line of said Quarter Section to the point of beginning; thence continue North 315.20 feet along said West line; thence East 414.85 feet at a right angle; thence South 315.20 feet at a right angle; and thence West 414.85 feet at a right angle to the point of beginning.

TRACT 52:

Stice Farming & Properties, LLC

FA: 411799-308

PN: 17-006-0010

PID: 3204

Easements as created by that certain Wind Energy Easement Agreement dated March 24, 2014, by and between Stice Farming & Properties, LLC, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded April 21, 2014, as Document No. 612178, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The Northeast Quarter (NE 1/4) of Section 6, Township 104 North, Range 16 West, Mower County, Minnesota.

TRACT 53:

Carol J. Anderson

FA: 411799-261

PN: 17-005-0035

PID: 3262

Easements as created by that certain Wind Energy Easement Agreement dated January 15, 2014, by and between Wayne E. Anderson, as Trustee of the Wayne E. Anderson Revocable Family Trust UTA dated May 27, 2005 and Carol J. Anderson, as Trustee of the Carol J. Anderson Revocable Family Trust UTA May 27, 2005, and Pleasant Valley Wind, LLC, a Delaware limited liability company, as evidenced by that certain Memorandum of Easement Agreement recorded February 10, 2014 as Document No. 610951, in the records of Mower County, Minnesota, for the terms and conditions contained in said easement agreement and subject to provisions contained in the agreement which limit the right of possession.

LEGAL DESCRIPTION:

The land referred to is situated in the State of Minnesota, County of Mower and is described as follows:

The Northwest Quarter (NW 1/4) of Section Five (5), Township One Hundred Four (104) North, Range Sixteen (16) West of the 5th P.M., Mower County, Minnesota; Except the following described premises:

The South Half of the Northwest Quarter (S 1/2 NW 1/4) of Section Five (5), Township One Hundred Four (104) North, Range Sixteen (16) West of the 5th P.M., Mower County, Minnesota.

Also Excepting therefrom that part of the Northwest Quarter of the Northwest Quarter of Section 5, Township 104 North, Range 16 West, Mower County, Minnesota, described as follows:

Commencing at the Southwest corner of the Southwest Quarter of said Section 5;

thence North 00 degrees 09 minutes 23 seconds West, Mower County Coordinate System NAD83 (1996 Adjustment), a distance of 4321.15 feet to an iron rod on or near the Easterly right of way line of County Road No. 20 for a point of beginning;

thence North 89 degrees 43 minutes 18 seconds East, 536.00 feet;

thence North 00 degrees 22 minutes 31 seconds West, 548.00 feet;

thence South 89 degrees 43 minutes 18 seconds West, 536.00 feet;