Prepared by MERRILL CORPORATION




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Exhibit 4.03    
  


     SOUTHWESTERN PUBLIC SERVICE COMPANY  


 and  


 THE CHASE MANHATTAN BANK,

As Trustee  


 FORM OF  


 SECOND SUPPLEMENTAL INDENTURE  


 Dated as of       ,        


 Supplementing the Indenture  


 Dated as of February 1, 1999  






    THIS SECOND 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 THE
CHASE MANHATTAN BANK, as Trustee (hereinafter called the "Trustee"), having its Corporate Trust Office at 450 West 33rd Street, New York, New York 10001. 


 
 

Recitals of the Issuer    
  


    The Issuer and the Trustee have heretofore entered into an Indenture, dated as of February 1, 1999, and a First Supplemental Indenture, dated as of
March 1, 1999 (such Indenture, as supplemented by the First 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 SECOND 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 A 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, The Chase Manhattan Bank 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 of this supplemental indenture. The Indenture, as supplemented by this supplemental indenture, is in all respects hereby
adopted, ratified and confirmed. 


    Section
2.02  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
2.03  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 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
2.04  The Article headings herein are for convenience only and shall not affect the interpretation hereof. 


2





 


    IN WITNESS WHEREOF, the parties hereto have caused this Second 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:

      Title:
	

 	
 	

                         [Seal]
	

 	
 	

Attest:	
 	

 
	

 	
 	

 	
 	

      
      Name:

      Title:
	

 	
 	

THE CHASE MANHATTAN BANK
	

 	
 	

By:	
 	

 
	 	 	 	 	      
      Authorized Signatory

      Name:

      Title:
	

 	
 	

                         [Seal]
	

 	
 	

Attest:	
 	

 
	

 	
 	

 	
 	

      
      Name:

      Title:




3






  



 
 

EXHIBIT A    
  



	CUSIP: No.                 	$                



    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 TRUSTEE 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:	
 	

                    
	Record Dates:	 	                    





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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            . 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, The Chase Manhattan Bank, 450 West 33rd Street, New York, New York 10001 Attention: Corporate Trust Group, 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 The Chase
Manhattan Bank ("Trustee"). The terms of this Note include those stated in the Indenture including in the 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.  




    [The Notes of this series are not subject to redemption prior to maturity.] or [The Notes of this series are subject to
redemption upon not less than 30 days' notice by first class mail, in whole at any time or in part from time to time at the option of the Company at a redemption price equal to the greater of
(i) 100% of the principal amount of the Notes of this series to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus            , plus in each case accrued and
unpaid interest to the redemption date. 


    "Treasury
Yield" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the 


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Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means the United States
Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes of this series 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 Notes of this series. 


    "Comparable
Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations for such redemption date, or (B) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. 



    "Independent
Investment Banker" means      or its successor ("            ") or, if such firm is unwilling or unable to select the Comparable Treasury Issue, one of
the remaining Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Reference Treasury Dealer" means (i) each of      and any other primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer") designated by, and not affiliated with,    , provided, however, that if            or any of
its
designees shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Company. 



    "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, 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 the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date. 


    In
the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.] 



6.  Notice of Redemption.  




    Notice of redemption will be mailed at least 30 days before the redemption date 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 


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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. 



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 in payment or satisfaction of any sinking fund obligation with respect to this series; default by the Company for a specified period 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. 


    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 


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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.  




    The Chase Manhattan Bank, 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. 



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, Tyler at Sixth Street, Amarillo, Texas 79101, Attention: Corporate Secretary. 


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Dated:                ,      



	THE CHASE MANHATTAN BANK

Transfer Agent and Paying Agent	 	SOUTHWESTERN PUBLIC SERVICE COMPANY
	

 	
 	

By:	

 
	 	 	 	      
      Name:

      Title:
	

 	
 	

Attest:	

 
	

 	
 	

By:	

      
      Name:

      Title:
	

 	
 	

               (Seal)
	Authenticated:	 	 	 
	THE CHASE MANHATTAN BANK	 	 	 
	

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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Exhibit 4.03


Recitals of the Issuer


ARTICLE I ESTABLISHMENT OF SERIES NOTES, % DUE

ARTICLE II MISCELLANEOUS


EXHIBIT A

ASSIGNMENT FORM