Exhibit 4.05


 


SOUTHWESTERN PUBLIC SERVICE
COMPANY


 


and


 


 


JPMORGAN
CHASE BANK, N.A.

as Successor to


 


 


THE
CHASE MANHATTAN BANK,

as Trustee


 


 


FOURTH
SUPPLEMENTAL INDENTURE


 


Dated
as of            


 


 


Supplementing
the Indenture


 


Dated
as of February 1, 1999


 

















 


THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of [•] is between
SOUTHWESTERN PUBLIC SERVICE COMPANY, a New Mexico corporation (hereinafter
called the “Issuer” or the “Company”), having its principal office at Tyler at
Sixth Street, Amarillo, Texas 79101, and JPMORGAN CHASE BANK, N.A, as successor
to THE CHASE MANHATTAN BANK, as Trustee (hereinafter called the “Trustee”),
having its office at 4 New York Plaza, 15th Floor, New York, New York 10004.


 


Recitals
of the Issuer


 


The Issuer and the Trustee have heretofore entered
into an Indenture, dated as of February 1, 1999, a First Supplemental
Indenture, dated as of March 1, 1999, a Second Supplemental Indenture
dated as of October 1, 2001 and a Third Supplemental Indenture dated as of
October 1, 2003 (such Indenture, as supplemented by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture
and this Supplemental Indenture, being hereinafter referred to as the “Indenture”),
relating to the issuance at any time or from time to time of its Securities on
terms to be specified at the time of issuance. Terms used and not otherwise
defined herein shall (unless the context otherwise clearly requires) have the
respective meanings given to them in the Indenture.


 


The Indenture provides in Article Two thereof
that, prior to the issuance of Securities of any series, the form of such
Securities and the terms applicable to such series shall be established
in, or pursuant to, the authority granted in a resolution of the Board of Directors
(delivered to the Trustee in the form of a Bond Resolution) or established
in one or more indentures supplemental thereto.


 


The Issuer desires by this Supplemental Indenture,
among other things, to establish the form of the Securities of a series, to
be titled Series [•] Senior Notes, [•]% due [•] of the Issuer, and to establish the terms applicable to
such series, pursuant to Sections 2.01 and 10.01 of the Indenture. The
Issuer has duly authorized the execution and delivery of this Supplemental Indenture.


 


Article Ten of the Indenture provides that the
Issuer, when authorized by a resolution of its Board of Directors, and the
Trustee may from time to time and at any time amend the Indenture without
the consent of Securityholders for certain purposes enumerated in Section 10.01
thereof, including purposes set forth in subsection (4) of said Section 10.01.


 


The execution and delivery of this Supplemental
Indenture by the parties hereto are in all respects authorized by the
provisions of the Indenture. All things necessary have been done to make this
Supplemental Indenture a valid agreement of the Issuer, in accordance with its
terms.


 


NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE
WITNESSETH:


 


For and in consideration of the premises, it is
mutually covenanted and agreed, as follows:


 

















 


ARTICLE I.



ESTABLISHMENT OF SERIES [•] NOTES, [•]% DUE [•]


 


Section 1.01. The title of the series of the
Securities established by this Supplemental Indenture shall be Series [•] Senior Notes,
[•]% due [•] of the Issuer
(hereinafter called the “Series [•] Notes”). The Series [•] Notes shall be issued in registered form substantially
in the form set forth in Exhibit A hereto (which is hereby
incorporated herein and made a part hereof), subject to changes in the form thereof
made by the Issuer and acceptable to the Trustee.


 


Section 1.02. The Series [•] Notes shall
be limited to $[•]
in aggregate principal amount.


 


Section 1.03. The Series [•] Notes may be
issued in whole or in part as one or more Global Securities and The
Depository Trust Company, or a nominee thereof, shall be the Depository for
such Global Security or Global Securities. The Depository for such Global
Security or Global Securities representing Series [•] Notes may surrender one or more Global Securities
representing Series [•] Notes in exchange in whole or in part for individual Series [•] Notes on such
terms as are acceptable to the Issuer and such Depository and otherwise subject
to the terms of Section 2.12 of the Indenture.


 


Section 1.04. The Issuer hereby appoints, or
confirms the appointment of, JPMorgan Chase Bank, N.A., as the initial Trustee,
Transfer Agent and Paying Agent, subject to the provisions of the Indenture
with respect to resignation, removal and succession, and subject, further, to the
right of the Issuer to appoint additional agents (including Paying Agents).


 


Section 1.05. The terms of the Series [•] Notes shall
be as set forth in Exhibit A hereto, and shall include the payment and
other terms reflected on the Series [•] Notes as actually executed, authenticated and delivered
under the Indenture.


 


ARTICLE II.


 


MISCELLANEOUS


 


Section 2.01. The recitals contained herein shall
be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.


 


Section 2.02. The Indenture, as supplemented by
this Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.


 


Section 2.03. This Supplemental Indenture may be
executed in any number of counterparts, and on separate counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument.


 


Section 2.04. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with the duties imposed
by any of Sections 310 to 317, inclusive, of the Trust Indenture 


 


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Act of 1939, as amended by the Trust Indenture Reform Act of 1990,
through operation of Section 318(c), such imposed duties shall control.


 


Section 2.05. The Article headings herein
are for convenience only and shall not affect the interpretation hereof.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Fourth Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested as of the [•] day of [•], [•].


 


	
   

  	
  SOUTHWESTERN PUBLIC SERVICE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
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  [Seal]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Seal]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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EXHIBIT A


 


	
  CUSIP: [•]

  	
   

  	
  $                     

  



 


THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE
NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES
REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55
WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


SOUTHWESTERN PUBLIC
SERVICE COMPANY


 


Series [•] Senior Notes,
[•]% due [•]


 


Southwestern Public Service Company promises to pay to
                      
or registered assigns the principal sum of                       
Dollars on [•].


 


Interest Payment Dates:                 [•] and [•]


Record Dates:                     [•] and [•]


 


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SOUTHWESTERN PUBLIC
SERVICE COMPANY


 


Series [•] Senior Notes,
[•]% due [•]


 


1. Interest.


 


Southwestern Public Service Company (“Company”), a
corporation organized and existing under the laws of the State of New Mexico,
promises to pay interest on the principal amount of this Note at the rate per
annum shown above. The Company will pay interest on [•] to the holder of record on [•] and on [•] to the holder of record on [•] of each year commencing [•], 2006. Interest on this Note will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from [•]. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.


 


2. Method of
Payment.


 


The Company will pay interest on this Note to the
person who is the registered Holder of the Note at the close of business on the
record date for the next interest payment date, except as otherwise provided in
the Indenture. This Note must be surrendered to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. The Company may pay principal and interest by check
payable in such money. It may mail an interest check to the Holder’s
registered address.


 


3. Bond Agents.


 


Initially, JPMorgan Chase Bank, N.A., 2001 Bryan
Street, 9th Floor, Dallas, Texas  75201
Attention: Institutional Trust Services, will act as Paying Agent and Transfer
Agent. The Company may change any Paying Agent or Transfer Agent without
notice or provide for more than one such agent. The Company or any Affiliate may act
in any such capacity. Subject to certain conditions, the Company may change
the Trustee.


 


4. Indenture.


 


This Note is one of a series of securities issued
under an Indenture dated as of February 1, 1999 (“Indenture”) between the
Company and JPMorgan Chase Bank, N.A., as successor to The Chase Manhattan Bank
(“Trustee”). The terms of this Note include those stated in the Indenture
including in the Fourth Supplemental Indenture dated as of [•] creating the Notes of this series and those made part of
the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb).
Securityholders are referred to the Indenture, the Supplemental Indenture and
the Act for a statement of such terms.


 


5. Redemption.


 


[To be provided]


 


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6. Notice of
Redemption.


 


Notice of redemption will be mailed at least 30 days
before the date fixed for redemption to the Holder hereof to be redeemed at
such Holder’s registered address.


 


A notice of redemption may provide that it is
subject to the occurrence of any event before the date fixed for such
redemption as described in such notice (“Conditional Redemption”) and such
notice of Conditional Redemption shall be of no effect unless all such
conditions to the redemption have occurred before such date or have been waived
by the Company.


 


7. Denominations,
Transfer, Exchange.


 


The Notes of this series are in registered form without
coupons in denominations of $1000 and whole multiples of $1000. The transfer of
this Note may be registered and this Note may be exchanged as provided
in the Indenture. The Transfer Agent may require a holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or the Indenture. The Transfer Agent need
not exchange or register the transfer of this Note or portion thereof selected
for redemption. Also, it need not exchange or register the transfer of this
Note for a period of 15 days before a selection of Securities to be redeemed.


 


8. Persons Deemed
Owners.


 


The registered holder of this Note may be treated
as its owner for all purposes.


 


9. Amendments and
Waivers.


 


Subject to certain exceptions, the Indenture or the
Notes of this series may be amended with the consent of the holders
of a majority in principal amount of the securities of all series affected
by the amendment. Subject to certain exceptions, a default on a series may be
waived with the consent of the holders of a majority in principal amount of the
series.


 


Without the consent of any Securityholder, the
Indenture or the Notes of this series may be amended, among other
things, to cure any ambiguity, omission, defect or inconsistency; to provide
for assumption of Company obligations to Securityholders; or to make any change
that does not materially adversely affect the rights of any Securityholder.


 


10. Restrictive
Covenants.


 


The Notes of this series are unsecured general
obligations of the Company limited to $[•] principal amount. The Indenture does not limit other
unsecured debt.


 


11. Successors.


 


When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the Company will be released
from those obligations.


 


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12. Defeasance
Prior to Redemption or Maturity.


 


Subject to certain conditions as set forth in Article 8
of the Indenture, the Company at any time may terminate some or all of its
obligations under this Note and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal and
interest on this Note to redemption or maturity. U.S. Government Obligations
are securities backed by the full faith and credit of the United States of
America or certificates representing an ownership interest in such Obligations.


 


13. Defaults and
Remedies.


 


An Event of Default includes: default for 60 days in
payment of interest on the Notes of this series; default in payment of
principal on the Notes of this series; default by the Company for 90 days after
notice to it in the performance of any of its other agreements applicable to
the Notes of this series; certain events of bankruptcy or insolvency; and any
other Event of Default provided for in this series. If an Event of Default
occurs and is continuing, the Trustee or the holders of at least 25% in
principal amount of the Notes of this series may declare the
principal of all the Notes of this Series to be due and payable
immediately.


 


The Securityholders of a majority in principal amount
of Notes of this series may, by notice to the Trustee, rescind an
acceleration so long as the rescission would not conflict with any judgment or
decree and if all existing events of default on the Notes of this series have
been cured or waived except non-payment of principal or interest that has
become due solely because of the acceleration.


 


Securityholders may not enforce the Indenture or
the Notes of this series except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Notes of
this series. Subject to certain limitations, holders of a majority in principal
amount of the Notes of this series may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing default (except a default in payment
of principal or interest) if it determines that withholding notice is in their
interests. The Company must furnish annual compliance certificates to the
Trustee.


 


14. Trustee
Dealings with Company.


 


JPMorgan Chase Bank, N.A., the Trustee under the
Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as
if it were not Trustee.


 


15. No Recourse
Against Others.


 


A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of the Company
under this Note or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. The Holder hereof by accepting
this Note waives and releases all such liability. The waiver and release are part of
the consideration for the issue of this Note.


 


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16. Authentication.


 


This Note shall not be valid until authenticated by a
manual signature of the Trustee.


 


17. Abbreviations.


 


Customary abbreviations may be used in the name
of a Securityholder or an assignee, such as: TEN COM (tenants in common), TEN
ENT (tenants by the entireties), JT TEN (joint tenants with right of
survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gifts
to Minors Act).


 


The Company will furnish to the Holder hereof upon
written request and without charge a copy of the Indenture including the
Supplemental Indenture, which contains the text of this Note in larger type. Requests
may be made to: Southwestern Public Service Company, c/o Xcel Energy Inc.,
800 Nicollet Mall, Suite 2900, Minneapolis, Minnesota 55402, Attention:  Corporate Secretary.


 


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  Dated: [•]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOUTHWESTERN PUBLIC SERVICE

  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Seal)

  
	
   

  	
   

  	
   

  
	
  Authenticated:

  JPMORGAN CHASE BANK, N.A.,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Authorized Signature

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
				



 


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ASSIGNMENT
FORM




	
  To assign this Note,
  fill in the form below:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  I or we assign and transfer this Note to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Insert assignee’s Soc. Sec. or tax I.D. no.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print or type assignee’s
  name, address and zip code)

  	
   

  
						



 


and irrevocably
appoint         agent to transfer this
Note on the books of the Company. That agent may substitute another to act
for him.


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  



 


(Sign exactly as your
name appears on the other side of This Note)


 


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