Exhibit 4.04


 


FORM OF


 


SUPPLEMENTAL
INDENTURE NO.  


 


FROM


 


XCEL ENERGY
INC.


(a Minnesota corporation)


 


TO


 


WELLS FARGO
BANK, NATIONAL ASSOCIATION


 


Trustee


 






 


DATED AS OF


 


            ,
    


 


SUPPLEMENTAL
TO INDENTURE


DATED AS OF
DECEMBER 1, 2000


 

















 


SUPPLEMENTAL INDENTURE No.         ,
made as of the            day
of         ,     ,
by and between XCEL ENERGY INC., a corporation duly organized and existing
under the laws of the State of Minnesota (the “Company”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States, as trustee (the “Trustee”):


 


WITNESSETH:


 


WHEREAS, the
Company has heretofore executed and delivered its Indenture (hereinafter
referred to as the “Indenture”), made as of December 1, 2000; and


 


WHEREAS, Section 2.5
of the Indenture provides that Securities shall be issued in series and
that a Company Order shall specify the terms of each series; and


 


WHEREAS, the
Company has this day delivered a Company Order setting forth the terms of a series of
Securities designated “   % Senior Notes, Series due     ”
(hereinafter sometimes referred to as the “Notes due     ”);
and


 


WHEREAS, Section 12.1
of the Indenture provides that the Company and the Trustee may enter into
indentures supplemental thereto for the purposes, among others, of establishing
the form of Securities or establishing or reflecting any terms of any
Security and adding to the covenants of the Company; and


 


WHEREAS, the
execution and delivery of this Supplemental Indenture No.  (herein, “this
Supplemental Indenture”) have been duly authorized by a resolution or written
consent adopted by the Board of Directors of the Company;


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


That in order to set forth the terms and conditions
upon which the Notes due      are, and are to be,
authenticated, issued and delivered, and in consideration of the premises of
the purchase and acceptance of the Notes due      by the
Holders thereof and the sum of one dollar duly paid to it by the Trustee at the
execution of this Supplemental Indenture, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee for the equal
and proportionate benefit of the respective Holders from time to time of the
Notes due     , as follows:


 


ARTICLE ONE


RELATION TO INDENTURE; DEFINITIONS


 


SECTION 1.01.
This Supplemental Indenture constitutes an integral part of the Indenture.


 


SECTION 1.02.
For all purposes of this Supplemental Indenture:


 


(a) Capitalized
terms used herein without definition shall have the meanings specified in the
Indenture;


 


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(b) All references
herein to Articles and Sections, unless otherwise specified, refer to the
corresponding Articles and Sections of this Supplemental Indenture; and


 


(c) The terms “hereof,”
“herein,” “hereby,” “hereto,” “hereunder” and “herewith” refer to this
Supplemental Indenture.


 


ARTICLE TWO


   % SENIOR NOTES, SERIES DUE
    


 


SECTION 2.01.
There shall be a series of Securities designated the “   %
Senior Notes, Series due    ” (the “Notes due     ”).
The Notes due      shall be limited to $         
aggregate principal amount except as provided in Section 2.08.


 


SECTION 2.02.
Except as otherwise provided in Section 2.05 hereof, the principal amount
of the Notes due      shall be payable on the stated
maturity date of            ,
    .


 


SECTION 2.03.
The Notes due      shall be dated their date of
authentication as provided in the Indenture and shall bear interest from their
date at the rate of    % per annum, payable semi-annually on            
and             of each
year, commencing            ,
    . The Regular Record Dates with respect to such            
and             interest
payment dates shall be            
and             ,
respectively. Principal and interest shall be payable to the persons and in the
manner provided in Sections 2.4 and 2.12 of the Indenture.


 


SECTION 2.04.
The Notes due      shall be payable at the corporate trust
office of the Trustee and at the offices of such paying agents as the Company may appoint
by Company Order in the future.


 


SECTION 2.05.
[The Company may not redeem the Notes due      prior
to the stated maturity dated.] [The Company may redeem the Notes due     
at any time, in whole or in part, at a redemption price equal to          .]


 


The Notes due shall not be subject to any sinking
fund.


 


SECTION 2.06.
The Notes due      shall be issued in fully registered form without
coupons in denominations of $1,000 and integral multiples thereof.


 


SECTION 2.07.
The Notes due      shall initially be in the form attached
as Exhibit A hereto.


 


SECTION 2.08. The
Notes due      may be reopened and additional notes of
the Notes due      may be issued in excess of the
limitation set forth in Section 2.01, provided that such additional notes
will contain the same terms (including the stated maturity date and interest rate)
as the other Notes due     . Any such additional Notes due
    , together with the other Notes due
    , shall constitute a single series for purposes of this
Indenture.


 


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ARTICLE THREE


MISCELLANEOUS


 


SECTION 3.01.
The recitals of fact herein and in the Notes due     
(except the Trustee’s Certificate) shall be taken as statements of the Company
and shall not be construed as made by the Trustee.


 


SECTION 3.02.
This Supplemental Indenture shall be construed in connection with and as a part of
the Indenture.


 


SECTION 3.03.


 


(a) If any provision
of this Supplemental 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 enacted prior to the date of this
Supplemental Indenture) by any of the provisions of Sections 310 to 317, inclusive,
of said Act, such required provisions shall control.


 


(b) In case any one
or more of the provisions contained in this Supplemental Indenture or in the
notes issued hereunder should 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 3.04.
Whenever in this Supplemental 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 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 3.05.


 


(a) This
Supplemental Indenture may be simultaneously executed 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 Indenture were formulated, used and inserted in this Supplemental
Indenture for convenience only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.


 


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IN WITNESS WHEREOF, XCEL ENERGY INC. has caused this
Supplemental Indenture to be signed by its President or a Vice President, and
attested by its Secretary or an Assistant Secretary and WELLS FARGO BANK,
NATIONAL ASSOCIATION, has caused this Supplemental Indenture to be signed by
its President, Vice President, Assistant Vice President or authorized Corporate
Trust Officer, and attested by an authorized officer, this       
day of         ,     .


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ATTEST:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK,

  
	
   

  	
  NATIONAL
  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ATTEST:

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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EXHIBIT A


FORM OF


   % SENIOR NOTES, SERIES DUE
    


 


REGISTERED


 


THIS NOTE IS A GLOBAL SECURITY REGISTERED IN THE NAME
OF THE DEPOSITORY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES
REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS 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 SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


XCEL ENERGY INC.


(Incorporated under the laws of the
State of Minnesota)


   % SENIOR NOTE, SERIES DUE
    


 


	
  CUSIP:

  	
   

  	
  NUMBER:

  
	
   

  	
   

  	
   

  
	
  ORIGINAL ISSUE
  DATE(S):

  	
   

  	
  PRINCIPAL
  AMOUNT(S): $

  
	
   

  	
   

  	
   

  
	
  INTEREST RATE:     %

  	
   

  	
  MATURITY DATE:

  



 


XCEL ENERGY INC., a corporation of the State of
Minnesota (the “Company”), for value received hereby promises to pay to Cede &
Co. or registered assigns, the principal sum of             
DOLLARS on the Maturity Date set forth above, and to pay interest thereon from
the Original Issue Date (or if this Global Security has two or more Original
Issue Dates, interest shall, beginning on each such Original Issue Date, begin
to accrue for that part of the principal amount to which that Original
Issue Date is applicable) set forth above or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
in arrears on the            
and             in each
year, commencing on the first such Interest Payment Date succeeding the
applicable Original Issue Date set forth above, at the per annum Interest Rate
set forth above, until the principal hereof is paid or made available for


 


A-1

















 


payment. No interest shall accrue on the Maturity
Date, so long as the principal amount of this Global Security is paid on the
Maturity Date. The interest so payable and punctually paid or duly provided for
on any such Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Note is registered at the close of business on
the Regular Record Date for such interest, which shall be the            
or            , as the
case may be, next preceding such Interest Payment Date; provided, that the
first Interest Payment Date for any part of this Note, the Original Issue
Date of which is after a Regular Record Date but prior to the applicable
Interest Payment Date, shall be the Interest Payment Date following the next
succeeding Regular Record Date; and provided, that interest payable on the Maturity
Date set forth above or, if applicable, upon redemption or acceleration, shall
be payable to the Person to whom principal shall be payable. Except as
otherwise provided in the Indenture (as defined below), any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and shall be paid to the Person in whose
name this Note is registered at the close of business on a Special Record Date
for the payment of such defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Securityholders not more than fifteen days or fewer
than ten days prior to such Special Record Date. On or before Noon, New York
City time, or such other time as shall be agreed upon between the Trustee and
the Depository, of the day on which such payment of interest is due on this
Global Security (other than maturity), the Trustee shall pay to the Depository
such interest in same day funds. On or before 11:30 a.m., New York City
time, or such other time as shall be agreed upon between the Trustee and the
Depository, of the day on which principal, interest payable at maturity and
premium, if any, is due on this Global Security and following receipt of the
necessary funds from the Company, the Trustee shall deposit with the Depository
the amount equal to the principal, interest payable at maturity and premium, if
any, by wire transfer into the account specified by the Depository. As a
condition to the payment, on the Maturity Date or upon redemption or
acceleration, of any part of the principal and applicable premium of this
Global Security, the Depository shall surrender, or cause to be surrendered,
this Global Security to the Trustee, whereupon a new Global Security shall be
issued to the Depository.


 


This Global Security is a global security in respect
of a duly authorized issue of Senior Notes, Series due     
(the “Notes of this Series,” which term includes any Global Securities
representing such Notes) of the Company issued and to be issued under an
Indenture dated as of December 1, 2000 between the Company and Wells Fargo
Bank, National Association, as trustee (herein called the “Trustee,” which term
includes any successor Trustee under the Indenture) and indentures supplemental
thereto (collectively, the “Indenture”). Under the Indenture, one or more series of
Securities may be issued and, as used herein, the term “Securities” refers
to the Notes of this Series and any other outstanding series of
Securities. Reference is hereby made to the Indenture for a more complete
statement of the respective rights, limitations of rights, duties and
immunities under the Indenture of the Company, the Trustee and the
Securityholders and of the terms upon which the Securities are and are to be
authenticated and delivered. This Global Security has been issued in respect of
the series designated on the first page hereof.


 


Each Note of this Series shall be dated and
issued as of the date of its authentication by the Trustee and shall bear an
Original Issue Date or Dates. Each Security or Global Security issued upon
transfer, exchange or substitution of such Security or Global Security shall
bear the Original Issue Date or Dates of such transferred, exchanged or
substituted Security or Global Security, as the case may be.


 


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[The Company may not redeem the Notes of this Series prior
to the Maturity Date.] [The Company may redeem the Notes of this Series at
any time, in whole or in part, at a redemption price equal to             .]


 


Interest payments for this Global Security shall be
computed and paid on the basis of a 360-day year of twelve 30-day months. In
any case where any Interest Payment Date or date on which the principal of this
Global Security 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
Global Security 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 Global Security is
required to be paid.


 


The Company, at its option, and subject to the terms
and conditions provided in the Indenture, will be discharged from any and all
obligations in respect of the Securities (except for certain obligations
including obligations to register the transfer or exchange of Securities,
replace stolen, lost or mutilated Securities, maintain paying agencies and hold
monies for payment in trust, all as set forth in the Indenture) if the Company
deposits with the Trustee money, U.S. Government Obligations which through the
payment of interest thereon and principal thereof in accordance with their
terms will provide money, or a combination of money and U.S. Government
Obligations, in any event in an amount sufficient, without reinvestment, to pay
all the principal of and any premium and interest on the Securities on the
dates such payments are due in accordance with the terms of the Securities.


 


If an Event of Default shall occur and be continuing,
the principal of the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modifications of the rights and
obligations of the Company and the rights of the Securityholders under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the outstanding
Securities. Any such consent or waiver by the Holder of this Global Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Global Security and of any Note issued upon the registration of transfer
hereof or in exchange therefor or in lieu thereof whether or not notation of
such consent or waiver is made upon the Note.


 


As set forth in and subject to the provisions of the
Indenture, no Holder of any Securities will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to such Securities, the Holders of not
less than a majority in principal amount of the outstanding Securities affected
by such Event of Default shall have made written request and offered reasonable
indemnity to the Trustee to institute such proceeding as Trustee and the
Trustee shall have failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of and any
premium or interest on this Note on or after the respective due dates expressed
herein.


 


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No reference herein to the Indenture and to provisions
of this Global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Global Security at the times,
places and rates and the coin or currency prescribed in the Indenture.


 


As provided in the Indenture and subject to certain
limitations therein set forth, this Global Security may be transferred
only as permitted by the legend hereto.


 


If at any time the Depository for this Global Security
notifies the Company that it is unwilling or unable to continue as Depository
for this Global Security or if at any time the Depository for this Global
Security shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation,
the Company shall appoint a successor Depository with respect to this Global
Security. If a successor Depository for this Global Security is not appointed
by the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company’s election to issue this Note in
global form shall no longer be effective with respect to this Global
Security and the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Notes of this Series in
exchange for this Global Security, will authenticate and deliver individual
Notes of this Series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of this Global
Security.


 


The Company may at any time and in its sole
discretion determine that all Notes of this Series (but not less than all)
issued or issuable in the form of one or more Global Securities shall no
longer be represented by such Global Security or Securities. In such event, the
Company shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Notes of this Series in exchange
for such Global Security, shall authenticate and deliver, individual Notes of
this Series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global
Security or Securities in exchange for such Global Security or Securities.


 


Under certain circumstances specified in the
Indenture, the Depository may be required to surrender any two or more
Global Securities which have identical terms (but which may have differing
Original Issue Dates) to the Trustee, and the Company shall execute and the
Trustee shall authenticate and deliver to, or at the direction of, the
Depository a Global Security in principal amount equal to the aggregate
principal amount of, and with all terms identical to, the Global Securities
surrendered thereto and that shall indicate all Original Issue Dates and the
principal amount applicable to each such Original Issue Date.


 


The Indenture and the Securities shall be governed by,
and construed in accordance with, the laws of the State of Minnesota.


 


Unless the certificate of authentication hereon has
been executed by the Trustee, directly or through an Authenticating Agent by
manual signature of an authorized officer, this Global Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


 


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All terms used in this Global Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture unless otherwise indicated herein.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


Dated:


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ATTEST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


TRUSTEE’S CERTIFICATE


OF AUTHENTICATION


 


This Note is one of the
Securities of the series herein designated, described or provided for in
the within-mentioned Indenture.


 


 


	
   

  	
  WELLS FARGO
  BANK,

  
	
   

  	
  NATIONAL
  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 


A-5

















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations.


 


	
  TEN COM—as
  tenants in common

  	
  UNIF GIFT

  	
   

  
	
   

  	
  MIN ACT—

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
   

  	
   

  	
   

  
	
  TEN ENT—as
  tenants by the entireties

  	
  Under Uniform Gifts
  to Minors

  	
   

  
	
   

  	
   

  	
   

  
	
  JT TEN—as joint
  tenants with right of

  	
   

  
	
  survivorship and
  not as tenants in common

  	
  State

  



 


Additional abbreviations may also be


used though not in the above list.


 


FOR VALUE RECEIVED, the
undersigned hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


 


 


PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


 


 


 


the within security and
all rights thereunder, hereby irrevocably constituting and appointing     
                   attorney to transfer said security on the
books of the Company, with full power of substitution in the premises.


 


Dated:


 


NOTICE: The signature to
this assignment must correspond with the name as written upon the face of the
within instrument in every particular, without alteration or enlargement or any
change whatever.


 


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