Exhibit 4.01


 


SOUTHWESTERN PUBLIC SERVICE COMPANY


 


and


 


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




as Trustee




FIFTH SUPPLEMENTAL INDENTURE




Dated as of November 1, 2008




Supplementing the Indenture




Dated as of February 1, 1999


 

















 


THIS FIFTH SUPPLEMENTAL INDENTURE, dated as
of November 1, 2008 (this “Supplemental Indenture”) 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 BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. as successor to THE CHASE MANHATTAN BANK and THE BANK OF NEW YORK
MELLON, as Trustee (hereinafter called the “Trustee”), having its office at 700
S. Flower Street, Suite 500, Los Angeles, California 90017.


 


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, a Third Supplemental Indenture
dated as of October 1, 2003, a Fourth Supplemental Indenture dated as of October 1,
2006 (such Indenture, as supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth
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.  Pursuant to Section 7.08 of the
Indenture, JPMorgan Chase Bank, N.A. succeeded The Chase Manhattan Bank as
trustee under the Indenture and The Bank of New York subsequently succeeded
JPMorgan Chase Bank, N.A. as trustee under the Indenture.  The Bank of New York Mellon (formerly known
as The Bank of New York) subsequently resigned as trustee and The Bank of New
York Mellon Trust Company, N.A. was appointed as successor trustee under the
Indenture.  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 the
Issuer of a Series, to be titled Series G Senior Notes, 8.75% due 2018 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,
legal and binding agreement of the Issuer, in accordance with its terms.


 

















 


The Issuer has requested that the Trustee
execute and deliver this Supplemental Indenture.


 


NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL
INDENTURE WITNESSETH:


 


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


 


ARTICLE I.



ESTABLISHMENT OF SERIES G NOTES, 8.75% DUE 2018


 


Section 1.01.  The title of the series of the Securities
established by this Supplemental Indenture shall be Series G Senior Notes,
8.75% due 2018  of the Issuer (hereinafter
called the “Series G Notes”).  The Series G
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 G Notes shall be limited to $250,000,000 aggregate principal
amount except as provided in Section 1.06 of this Supplemental Indenture.


 


Section 1.03.  The Series G 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 G Notes may
surrender one or more Global Securities representing Series G Notes in
exchange in whole or in part for individual Series G 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 Bank of New York Mellon Trust Company, N.A., as the
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 G Notes shall be
as set forth in Exhibit A hereto, and shall include the payment and other
terms reflected on the Series G Notes as actually executed, authenticated
and delivered under the Indenture.


 


Section 1.06.  The Series G Notes may
be reopened and additional Securities of Series G Notes may be issued in excess of the amount
initially authenticated and delivered, provided that such additional Securities
of Series G Notes will
contain the same terms (including the stated maturity and interest rate) as the
other Series G Notes.  Any such additional Securities of Series G Notes, together with the other Series G
Notes, shall constitute a single series for purposes of the Indenture.


 


Section 1.07. (a) So long as any Series G
Notes are outstanding, the Issuer will not issue, assume, guarantee (including
any contingent obligation to purchase) or permit to exist any Debt 


 


2

















 


secured by any
mortgage, security interest, pledge, or lien (herein referred to as a “Lien”)
of or upon any Operating Property of the Issuer, whether owned at the date of
the issuance of the Series G Notes or thereafter acquired, without in any
such case effectively securing the outstanding Series G Notes (together
with, if the Issuer shall so determine, any other Securities or Debt of or
guaranteed by the Issuer ranking equally with, the Series G Notes) equally
and ratably with such Debt; provided, however, that the foregoing restriction
shall not apply to Debt secured by any of the following:


 


(1) Liens on any Operating Property existing at the time of acquisition
thereof (which Liens may also extend to subsequent repairs, alterations and
improvements to that Operating Property), provided that such Lien as a result
of such acquisition is not extended to property owned by the Issuer immediately
prior thereto and is not created in contemplation of such acquisition;


 


(2) Liens on Operating Property of a corporation existing at the
time such corporation is merged into or consolidated with the Issuer, or at the
time of a sale, lease, or other disposition of the properties of such
corporation or a division thereof as an entirety or substantially as an
entirety to the Issuer, provided that such Lien as a result of such merger,
consolidation, sale, lease, or other disposition is not extended to property
owned by the Issuer immediately prior thereto and is not created in
contemplation of such merger, consolidation, sale, lease or other disposition;


 


(3) Liens on Operating Property to secure all or part of the cost
of acquiring, constructing, developing, or substantially repairing, altering,
or improving such property, or to secure indebtedness incurred to provide funds
for any such purpose or for reimbursement of funds previously expended for any
such purpose, provided such Liens are created or assumed contemporaneously
with, or within eighteen (18) months after, such acquisition or completion of
construction, development, or substantial repair, alteration, or improvement,
provided that such Lien does not extend to any property owned by the Issuer
other than the property so acquired, constructed or developed;


 


(4) Liens in favor of the United States of America or any State
thereof, or any department, agency, or instrumentality or political subdivision
of the United States of America or any State thereof, or for the benefit of
holders of securities issued by any such entity, to secure any Debt incurred
for the purpose of financing all or any part of the purchase price or the cost
of constructing, developing, or substantially repairing, altering, or improving
the property subject to such Liens;


 


(5) Liens on Operating Property that existed  as of the date of issuance of the Series G
Notes;


 


(6) Liens on Operating Property to secure all or part of the costs
of purchasing, transporting and handling coal for the Issuer’s electric
generating stations, whether or not such purchasing, transporting and handling
operations are conducted through TUCO, Inc. or a similar third party, or
directly by the Issuer and its affiliates, provided that the costs 


 


3

















 


secured by such Liens shall not exceed $75
million in the aggregate at any time outstanding;


 


(7) Liens on Operating Property to secure all or part of the cost
of financing of a project involving the development or expansion of property of
the Issuer and  the obligee in respect of
which has no recourse to the Issuer or any property of the Issuer other than
the property constructed or acquired with the proceeds of such transaction or
the project financed with the proceeds of such transaction (or the proceeds of
such property or such project); and any refundings, refinancings and/or
replacements of any such Debt by or with Debt described in clause (3) above;
or


 


(8) any extension, renewal or replacement (or  successive 
extensions, renewals, or replacements), in whole or in part, of any Lien
referred to in the foregoing clauses (1) to (7), inclusive; provided,
however, that the principal amount of Debt secured thereby and not otherwise
authorized by said clauses (1) to (7), inclusive, shall not exceed the
principal amount of Debt, plus any premium or fee payable in connection with
any such extension, renewal, or replacement, so secured at the time of such
extension, renewal, or replacement.


 


(b) Notwithstanding the provisions of Section 1.07(a),
the Issuer may issue, assume, or guarantee Debt, or permit to exist Debt,
secured by Liens which would otherwise be subject to the restrictions of Section 1.07(a)
up to an aggregate principal amount that, together with the principal amount of
all other Debt of the Issuer secured by Liens (other than Liens permitted by Section
1.07(a) that would otherwise be subject to the foregoing restrictions) and the
Value of all Sale and Lease-Back Transactions in existence at such time (other
than (i) any Sale and Lease-Back Transaction that, if such Sale and Lease-Back
Transaction had been a Lien, would have been permitted by Section 1.07(a),
(ii) Sale and Lease-Back Transactions permitted by Section 1.08
because the commitment by or on behalf of the purchaser was obtained no later
than eighteen (18) months after the later of events described in (i) or (ii) of
Section 1.08, and (iii) Sale and Lease-Back Transactions as to which
application of amounts has been made in accordance with clause (z) of Section 1.08),
does not at the time exceed the greater of fifteen percent (15%) of Net
Tangible Assets or fifteen percent (15%) of Capitalization.


 


(c) If at any time the Issuer shall
issue, assume, or guarantee any Debt secured by any Lien and if Section 1.07(a) requires
that the outstanding Series G Notes be secured equally and ratably with
such Debt, the Issuer will promptly execute, at its expense, any instruments
necessary to so equally and ratably secure the outstanding Series G Notes
and deliver the same to the Trustee along with:


 


(1) an Officers’ Certificate stating that the covenant of the
Issuer contained in Section 1.07(a) has been complied with; and


 


(2) an  Opinion of Counsel
to the effect that the Issuer has complied with the covenant contained in Section 1.07(a),
and that any instrument executed by the Issuer in the performance of such
covenant complies with the requirements of such covenant.


 


4

















 


In the event that the Issuer shall hereafter
secure outstanding Series G Notes equally and ratably with any other
obligation or indebtedness (including other Securities) pursuant to the
provisions of this Section 1.07, the Trustee is hereby authorized to enter
into an indenture or agreement supplemental hereto and to take such action, if
any, as it may, in its sole and absolute discretion, deem advisable to enable
it to enforce effectively the rights of the Holders of outstanding Series G
Notes so secured, equally and ratably with such other obligation or
indebtedness.


 


Section 1.08.  So long as any Series G Notes are
outstanding, the Issuer will not enter into or permit to exist any Sale and
Lease-Back Transaction with respect to any Operating Property if, in any case,
the commitment by or on behalf of the purchaser is or was obtained more than
eighteen (18) months after the later of (i) the completion of the
acquisition, construction, or development of such Operating Property or (ii) the
placing in operation of such Operating Property or of such Operating Property
as constructed, developed, or substantially repaired, altered, or improved,
unless (x) the Issuer would be entitled pursuant to Section 1.07(a) to
issue, assume, guarantee or permit to exist Debt secured by a Lien on such
Operating Property without equally and ratably securing the Series G Notes
or (y) the Issuer would be entitled pursuant to Section 1.07(b),
after giving effect to such Sale and Lease-Back Transaction, to incur $1.00 of
additional Debt secured by Liens (other than Liens permitted by Section 1.07(a))
or (z) the Issuer shall apply or cause to be applied, in the case of a
sale or transfer for cash, an amount equal to the net proceeds thereof (but not
less than the fair value (as determined by the Issuer’s Chief Financial
Officer) of such Operating Property so leased) and, in the case of a sale or
transfer otherwise than for cash, an amount equal to the fair value (as
determined by the Board of Directors) of the Operating Property so leased, to
the retirement, within one hundred eighty (180) days after the effective date
of such Sale and Lease-Back Transaction, of Securities or other Debt of the
Issuer ranking equally with, the Series G Notes; provided, however, that
any such retirement of Securities shall be in accordance with the terms and
provisions of the Indenture and the Securities; provided, further, that the
amount to be applied to such retirement of Securities or other Debt shall be
reduced by an amount equal to the sum of (a) an amount equal to the
redemption price with respect to Securities delivered within such one hundred
eighty (180)-day period to the Trustee for retirement and cancellation and (b) the
principal amount, plus any premium or fee paid in connection with any
redemption in accordance with the terms of other Debt voluntarily retired by
the Issuer within such one hundred eighty (180)-day period, excluding in each
case retirements pursuant to mandatory sinking fund or prepayment provisions
and payments at maturity.


 


Section 1.09.      Definitions


 


For purposes of Section 1.07 and Section 1.08
of this Fifth Supplemental Indenture, the following terms shall have the
following meanings:


 


“Capitalization” means the total of all the
following items appearing on, or included in, the consolidated balance sheet of
the Issuer: (i) liabilities for indebtedness maturing more than twelve
(12) months from the date of determination; and (ii) common stock,
preferred stock, premium on capital stock, capital surplus, capital in excess
of par value, and retained earnings 


 


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(however the
foregoing may be designated), less, to the extent not otherwise deducted, the
cost of shares of capital stock of the Issuer held in its treasury.


 


Except as provided above, Capitalization
shall be determined in accordance with generally accepted accounting principles
and practices applicable to the type of business in which the Issuer is engaged
and that are approved by independent accountants regularly retained by the
Issuer, and may be determined as of a date not more than (sixty) 60 days prior
to the happening of an event for which such determination is being made.


 


The term “Debt” means any outstanding
indebtedness for money borrowed evidenced by notes, debentures, bonds, or other
securities, or guarantees of any debt.  “Debt”
does not include, among other things, (i) indebtedness of such person
under any installment sale or conditional sale agreement or any other agreement
relating to indebtedness for the deferred purchase price of property or
services, (ii) any trade obligation or other obligations in the ordinary
course of business, or (iii) obligations of such person under any lease
agreement (including any lease intended as security), whether or not such
obligations are required to be capitalized under generally accepted accounting
principles.


 


The term “Net Tangible Assets” means the
amount shown as total assets on the consolidated balance sheet of the Issuer,
less the following: (i) intangible assets including, but without
limitation, such items as goodwill, trademarks, trade names, patents,
unamortized debt discount and expense and other regulatory assets carried as an
asset on the Issuer’s consolidated balance sheet; and (ii) appropriate
adjustments, if any, on account of minority interests.


 


Net Tangible Assets shall be determined in
accordance with generally accepted accounting principles and practices
applicable to the type of business in which the Issuer is engaged and that are
approved by the independent accountants regularly retained by the Issuer, and
may be determined as of a date not more than (sixty) 60 days prior to the
happening of the event for which such determination is being made.


 


The term “Operating Property” means (i) any
interest in real property owned by the Issuer and (ii) any asset owned by
the Issuer that is depreciable in accordance with generally accepted accounting
principles, excluding in either case, any interest of the Issuer as lessee
under any lease (except for a lease that results from a Sale and Lease-Back
Transaction) which has been or would be capitalized on the books of the lessee
in accordance with generally accepted accounting principles.


 


The term “Sale and Lease-Back Transaction”
means any arrangement with any person providing for the leasing to the Issuer
of any Operating Property (except for temporary leases for a term, including
any renewal or potential renewal thereof, of not more than forty-eight (48)
months), which Operating Property has been or is to be sold or transferred by
the Issuer to such person; provided, however, Sale and Lease-Back Transaction
shall not include any arrangement first entered into prior to the date of
issuance of the Series G Notes, and shall not include any transaction
pursuant to which the Issuer sells Operating Property to, and thereafter
purchases energy or services from, any entity if such transaction is ordered or
authorized by any regulatory 


 


6

















 


authority
having jurisdiction over the Issuer or its operations or is entered into
pursuant to any plan or program of industry restructuring ordered or authorized
by any regulatory authority.


 


The term “Value” means, with respect to a
Sale and Lease-Back Transaction, as of any particular time, the amount equal to
the greater of (i) the net proceeds to the Issuer from the sale or
transfer of the property leased pursuant to such Sale and Lease-Back
Transaction or (ii) the net book value of such property, as determined in
accordance with generally accepted accounting principles by the Issuer at the
time of entering into such Sale and Lease-Back Transaction, in either case
multiplied by a fraction, the numerator of which shall be equal to the number
of full years of the term of the lease that is part of such Sale and Lease-Back
Transaction remaining at the time of determination and the denominator of which
shall be equal to the number of full years of such term, without regard, in any
case, to any renewal or extension options contained in such lease.


 


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.  All rights, protections,
privileges, indemnities and benefits granted or afforded to the Trustee under
the Indenture shall be deemed incorporated herein by this reference and shall
be deemed applicable to all actions taken, suffered or omitted by the Trustee
under 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 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 laws of the State of New York shall
govern this Supplemental Indenture and the Series G Notes, unless federal
law governs.


 


Section 2.06.  The Article headings herein are for
convenience only and shall not affect the interpretation hereof.


 


7

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Fifth Supplemental Indenture to be duly executed, and the Company
has caused its corporate seal to be hereunto affixed and attested as of the 1st  day of November,
2008.


 


	
   

  	
  SOUTHWESTERN
  PUBLIC SERVICE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Benjamin
  G.S. Fowke III

  
	
   

  	
   

  	
  Name:
  Benjamin G.S. Fowke III

  
	
   

  	
   

  	
  Title: Vice
  President and Chief Financial

  
	
   

  	
   

  	
   

  	
   Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ George
  E. Tyson II

  
	
   

  	
   

  	
  Name: George
  E. Tyson II

  
	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
              [Seal]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patrice
  D. Blaeser

  
	
   

  	
   

  	
  Name:
  Patrice D. Blaeser

  
	
   

  	
   

  	
  Title:
  Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF
  NEW YORK MELLON TRUST

  COMPANY, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Melanee
  Young

  
	
   

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
  Name:
  Melanee Young

  
	
   

  	
   

  	
  Title: Vice
  President

  
						



 


8

















 


EXHIBIT A


 


CUSIP: 845743 BM4                                                                                                                                                   $250,000,000


 


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 G
Senior Notes, 8.75% due 2018


 


Southwestern Public Service Company promises
to pay to Cede & Co. or registered assigns the principal sum of
                    
Dollars on December 1, 2018.


 


	
  Interest
  Payment Dates:

  	
   

  	
  June 1
  and December 1

  
	
   

  	
   

  	
   

  
	
  Record
  Dates:

  	
   

  	
  May 15
  and November 15

  



 


A-1
















 


SOUTHWESTERN PUBLIC SERVICE COMPANY


 


Series G Senior Notes, 8.75% due 2018


 


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 June 1
to the holder of record on May 15 and on December 1 to the holder of
record on November 15 of each year commencing June 1, 2009.  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 November 19, 2008. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months and, with respect to any period less than a full calendar month,
based on the actual number of days elapsed during such period.  In any case where any interest payment date
or date on which the principal of this Note 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 Note 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 Note is required to be
paid.  As used herein, “Business Day”
means any day, other than a Saturday or Sunday, which is not a day on which
banking institutions or trust companies in The City of New York, New York or
other city in which is located any office or agency maintained for the payment
of principal or interest on this Note are authorized or required by law, regulation
or executive order to remain closed.


 


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.  So long as this Note is in
book-entry only form and registered in the name of The Depository Trust
Company, or a nominee thereof, as Depositary, the Company will wire any
payments of principal, interest or premium to such Depositary.  Otherwise, 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.


 


The Bank of
New York Mellon Trust Company, N.A., 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.


 


A-2

















 


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 Bank of New York Mellon Trust
Company, N.A., as successor to The Chase Manhattan Bank, as trustee (“Trustee”).  The terms of this Note include those stated
in the Indenture including in the Fifth Supplemental Indenture dated as of November 1,
2008 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.  Optional Redemption.


 


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 “make whole” redemption price equal to the greater
of (a) 100% of the principal amount of the Notes to be redeemed and (b) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon (excluding the portion
of any such interest accrued to the date fixed for redemption) discounted
to the date fixed for redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points,
plus accrued and unpaid interest to the date fixed for redemption.


 


“Treasury Yield” means, for any date fixed for redemption, (1) the yield, under the
heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on
actively traded U.S. Treasury securities adjusted to constant maturity under
the caption “Treasury Constant Maturities,” for the maturity corresponding to
the Comparable Treasury Issue (if no maturity is within three months before or
after the remaining term, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Yield will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month); or (2) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price
for such date fixed for redemption. The Treasury Yield will be calculated by
the Company on the third business day preceding the date fixed for redemption.


 


“Comparable Treasury Issue” means the U.S. Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes 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.


 


“Comparable Treasury Price” means, with respect to any redemption date,
(1) the average, as calculated by the Company, of the Reference Treasury
Dealer Quotations for the date fixed for redemption, after excluding the
highest and lowest Reference Treasury Dealer 


 


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Quotations for the date fixed for redemption, or (2) if the
Company obtains fewer than four Reference Treasury Dealer Quotations, the
average, as calculated by the Company, of all of such quotations.


 


“Independent Investment Banker” means J.P. Morgan
Securities Inc. or Wells Fargo Securities, LLC, their respective successors or, if such firms or their successors are
unwilling or unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Company.


 


“Reference Treasury Dealer” means (1) each of J.P.
Morgan Securities Inc., and any other
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”) designated by, and not affiliated with, J.P. Morgan Securities
Inc., and its successors, provided,
however, that if J.P. Morgan Securities Inc., or any of its designees ceases to be a Primary Treasury Dealer, the
Company will appoint another Primary Treasury Dealer as a substitute and (2) any
other Primary Treasury Dealer selected by the Company after consultation with
the Independent Investment Banker.


 


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


 


If the Company elects to redeem less than
all of the Notes of this series, the Trustee will select, in such manner as it
deems fair and appropriate, the particular Notes of this series or portions of
them to be redeemed.  On and after the
date fixed for redemption (unless we default in the payment of the redemption
price and interest accrued thereon to such date), interest on the Notes of this
series or the portions of them so called for redemption will cease to accrue.


 


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.


 


The Notes of
this series are not subject to a sinking fund.


 


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 which,
as long as the Notes are held in the book-entry only system, will be the
Depository, its nominee or a successor depository.


 


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.


 


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7.  Denominations,
Transfer, Exchange.


 


The Notes of
this series are in registered form without coupons in denominations of
multiples of $1,000.  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 and shall initially be authenticated and
delivered in the aggregate principal amount of 
$250,000,000.  The Notes of this series may be reopened and
additional Notes of this series may
be issued in accordance with the terms of the Indenture.  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.


 


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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.


 


The Bank of
New York Mellon Trust Company, 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.


 


16.  Authentication.


 


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


 


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17.  Governing
Law.  The
Indenture and this Note are governed by the laws of the State of New York,
unless federal law governs.


 


18.  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., 414 Nicollet Mall, Minneapolis, Minnesota 55401, Attention:  Corporate Secretary.


 


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  Dated:                    ,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOUTHWESTERN
  PUBLIC SERVICE 

  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Seal)

  
	
   

  	
   

  	
   

  
	
  Authenticated:
  

  THE BANK OF NEW YORK MELLON 

  TRUST COMPANY, 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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