Exhibit 4.01


 


AMENDMENT


 


AMENDMENT,
dated as of June 20, 2005 (this “Amendment”), to the Credit
Agreement, dated as of November 4, 2004 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among
Xcel Energy Inc., a Minnesota corporation (the “Borrower”), the several
banks and other financial institutions from time to time parties thereto
(the  “Lenders”), The Bank of New
York, The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch and Citicorp USA, Inc.,
as documentation agents (in such capacity, the “Documentation Agents”)
Barclays Bank PLC, as syndication agent (in such capacity, the “Syndication
Agent”), and JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, the
Borrower, the Lenders, the Documentation Agents, the Syndication Agent, and the
Administrative Agent are parties to the Credit Agreement;


 


WHEREAS, the
Borrower has requested that certain provisions of the Credit Agreement be
waived and amended as set forth herein; and


 


WHEREAS, the
Lenders are willing to agree to such amendment on the terms set forth herein;


 


NOW THEREFORE,
in consideration of the premises herein contained and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:


 


1.  Defined
Terms.  Unless otherwise defined
herein, capitalized terms used herein that are defined in the Credit Agreement
are used herein as therein defined.


 


2.  Amendment
to Section 1.1.  Section 1.1
of the Credit Agreement is hereby amended by:


 


(a) deleting subsection (xvi)
in the definition of “Permitted Lien” and inserting in lieu thereof the
following new subsections:


 


(xvi)
Liens created and/or permitted under the PSCo Indentures, as such PSCo
Indentures exist on the date hereof, without regard to any waiver, amendment,
modification or restatement thereof;


 


(xvii)
Liens created and/or permitted under the NSP Indenture, as such NSP Indenture
exists on the date hereof, without regard to any waiver, amendment,
modification or restatement thereof; and


 


(xviii)
Liens not described in clauses (i) through (xvii), inclusive, securing
Indebtedness or other liabilities or obligations of the Borrower and/or its
Significant Subsidiaries in an aggregate principal amount outstanding not to
exceed 10% of the consolidated net worth of the Borrower and its Subsidiaries
at the time of such incurrence.


 


(b) inserting
in their correct alphabetical order the following defined terms:


 





















 


“Amendment
Date”:  the date as of which the
First Amendment to this Credit Agreement is effective.


 


“First
Amendment”:  the Amendment to the
Credit Agreement dated as of June 20, 2005 by and among the Borrower, the
Administrative Agent, the Documentation Agents, the Syndication Agent and the
Lenders party thereto.


 


“First
Collateral Trust Securities Indenture”: 
the Indenture dated as of October 1, 1993 as amended from time to
time, from Public Service Company of Colorado to U.S. Bank Trust National
Association (formerly, First Trust of New York, National Association), as
successor trustee to Morgan Guaranty Trust Company of New York.


 


“First
Mortgage Bond Indenture”:  the
Indenture dated as of December 1, 1939 from Public Service Company of
Colorado to U.S. Bank Trust National Association, as successor trustee
thereunder, as amended from time to time.


 


“NSP
Indenture”:  the First Mortgage Bond
Indenture dated as of February 1, 1937 between Northern States Power
Company, a Minnesota corporation, (by assignment from Xcel Energy Inc.) and the
trustee thereunder, as previously amended and supplemented and as it may be
amended and/or supplemented from time to time.


 


“PSCo
Indentures”:  the First Collateral
Trust Securities Indenture and the First Mortgage Bond Indenture; provided that
after the defeasance of the First Mortgage Bond Indenture, “PSCo Indentures”
shall be deemed to be a reference only to the First Collateral Trust Securities
Indenture.


 


3.  Amendment
to Section 5.2(a).  Section 5.2(a) of
the Credit Agreement is hereby amended by:


 


(a) inserting the
following language after the words “Loan Documents” where they appear in the
second line of Section 5.2(a):


 


(other
than the representations and warranties contained in Sections 4.2 and 4.6,
which representations and warranties need only be true and correct on and as of
the Closing Date and the Amendment Date)


 


(b) deleting the
following language:


 


;  provided, however, that the
representations contained in Sections 4.2 and 4.6 need not be true and correct
with respect to the making of any extension of credit the sole purpose of which
is to repay commercial paper of the Borrower that is then due and payable


 


4.  Effectiveness.  This Amendment shall become effective as of
the date hereof (the “Effective Date”) when the Administrative Agent
shall have received (a) counterparts hereof duly executed by the Borrower
and the Administrative Agent and (b) consent letters authorizing the
Administrative Agent to enter into this Amendment from the Required Lenders.


 





















 


5.  Representations
and Warranties.  The Borrower hereby
represents and warrants that, after giving effect to this Amendment, (a) each
of the representations and warranties of the Borrower in or pursuant to the
Loan Documents is true and correct in all material respects, as if made on and
as of the date hereof except to the extent that any such representation or
warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall have been true and correct in all material
respects as of such earlier date and (b) no Default or Event of Default
has occurred and is continuing.


 


6.  Continuing
Effect of Credit Agreement.  Except
as amended hereby, the provisions of the Credit Agreement are and shall remain
in full force and effect.  The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the
Administrative Agent or any Lender under the Credit Agreement.


 


7.  Counterparts.  This Amendment may be executed in
counterparts and all of the said counterparts taken together shall be deemed to
constitute one and the same instrument. 
Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.


 


8.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


9.  Expenses.  The Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of this
Amendment, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date first written above.


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ George E. Tyson II

  	
   

  
	
   

  	
   

  	
  Name: George E. Tyson II

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Peter M. Ling

  	
   

  
	
   

  	
   

  	
  Name: Peter M. Ling

  
	
   

  	
   

  	
  Title: Managing Director

  
					



 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  AMARILLO NATIONAL BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Craig L. Sanders

  	
   

  
	
   

  	
  Name:

  	
  Craig L. Sanders

  
	
   

  	
  Title:

  	
  Executive Vice President

  
					



 


Dated as of June 1, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Cynthia D. Howells

  	
   

  
	
   

  	
  Name:

  	
  Cynthia D. Howells

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


Dated as of June 15, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Thane Rattew

  	
   

  
	
   

  	
  Name:

  	
  Thane Rattew

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


Dated as of June 13, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  THE BANK OF TOKYO-MITSUBISHI, LTD.

  CHICAGO BRANCH

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Tsuguyuki Umene

  	
   

  
	
   

  	
  Name:

  	
  Tsuguyuki Umene

  
	
   

  	
  Title:

  	
  Deputy General Manager

  
					



 


 


Dated as of June 15, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Richard Evans

  	
   

  
	
   

  	
  Name:

  	
  Richard Evans

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


Dated as of June 14,
2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
    Commerzbank AG, New York and Grand Cayman
  Branches

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Andrew Campbell

  	
   

  
	
   

  	
  Name:

  	
  Andrew Campbell

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Andrew Kjoller

  	
   

  
	
   

  	
  Name:

  	
  Andrew Kjoller

  
	
   

  	
  Title:

  	
  Vice President

  
						



 


 


Dated as of June 15, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
    BNP Paribas

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Mark A. Renaud

  	
   

  
	
   

  	
  Name:

  	
  Mark A. Renaud

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Francis J. DeLaney

  	
   

  
	
   

  	
  Name:

  	
  Francis
  J. DeLaney

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


 


Dated as of June      2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  Credit Cuisse, Cayman Islands Branch

  
	
   

  	
  (formerly
  Credit Suisse First Boston, acting through its Cayman

  Islands Branch)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Sarah Wu

  	
  /s/
  Denise L. Alvarez

  
	
   

  	
  Name:

  	
  Sarah Wu

  	
  Denise L. Alvarez

  
	
   

  	
  Title:

  	
  Director

  	
  Associate

  
						



 


 


Dated as of June 14, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
    HARRIS NESBITT FINANCING, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Cahal B. Carmody

  	
   

  
	
   

  	
  Name:

  	
  Cahal B. Carmody

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


Dated as of June 9, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


Dated as of June    , 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
    JP MORGAN CHASE BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Peter M. Ling

  	
   

  
	
   

  	
  Name:

  	
  Peter M. Ling

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


Dated as of June     , 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
    KEYBANK NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Keven D. Smith

  	
   

  
	
   

  	
  Name:

  	
  Keven D. Smith

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


Dated as of June 10, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
    MIZUHO CORPORATE BANK, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Mark Gronich

  	
   

  
	
   

  	
  Name:

  	
  Mark Gronich

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


 


Dated as of June 13, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
    MORGAN STANLEY BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Daniel Twenge

  	
   

  
	
   

  	
  Name:

  	
  Daniel Twenge

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


Dated as of June 15, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
    SUMITOMO MITSUI BANKING CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Masakazu Hasegawa

  	
   

  
	
   

  	
  Name:

  	
  Masakazu Hasegawa

  
	
   

  	
  Title:

  	
  Joint General Manager

  
					



 


 


Dated as of June 15, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
    UBS Loan Finance, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Wilfred V. Saint

  	
   

  
	
   

  	
  Name:

  	
  Wilfred V. Saint

  
	
   

  	
  Title:

  	
  Director, Banking Products Services,

  US

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Joselin Fernandes

  	
   

  
	
   

  	
  Name:

  	
  Joselin
  Fernandes

  
	
   

  	
  Title:

  	
  Associate
  Director, Banking Products

  Services, US

  
					



 


 


Dated as of June 10, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
    Wells Fargo Bank, NA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Scott Bjelde

  	
   

  
	
   

  	
  Name:

  	
  Scott Bjelde

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Jennifer Barrett

  	
   

  
	
   

  	
  Name:

  	
  Jennifer
  Barrett

  
	
   

  	
  Title:

  	
  Vice President and Loan Team Manager

  
					



 


 


Dated as of June 10, 2005


 





















 


LENDER CONSENT
LETTER


 


XCEL ENERGY
INC.

$600,000,000 CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004


 


To:                              JPMorgan Chase
Bank, N.A., as Administrative Agent

270 Park Avenue, 4th Floor

New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is
made to the CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit
Agreement”), among XCEL ENERGY INC., a Minnesota corporation (the “Borrower”),
the Lenders parties thereto, THE BANK OF NEW YORK, THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and CITICORP USA, INC., as documentation
agents (in such capacity, the Documentation Agents”), BARCLAYS BANK PLC,
as syndication agent (in such capacity, the Syndication Agent”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower
has requested an amendment to the Credit Agreement on the terms described in
the Amendment attached hereto as Exhibit A (the “Amendment”).


 


Pursuant to Section 10.1
of the Credit Agreement, the undersigned Lender hereby consents to the
execution by the Administrative Agent of the Amendment.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  WILLIAM STREET COMMITMENT CORPORATION

  (Recourse only to assets of William Street Commitment Corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
          /s/
  Manda D’Agata

  	
   

  
	
   

  	
  Name:

  	
  Manda D’Agata

  
	
   

  	
  Title:

  	
  Assistant Vice President 

  
	
   

  	
  Telephone Number: (212) 902-5451

  
					



 


Dated as of June 14, 2005